Tamboran Resources Corp

There have been no material changes in risk factors for the quarterly period ended September 30, 2025 from those

described in the Company’s Annual Report on Form 10-K for the year ended June 30, 2025.

Risks Related to the Pending Falcon Acquisition

The market price for our common stock and CDIs following the closing of the Falcon Acquisition may be affected by

factors different from those that historically have affected or currently affect our common stock and CDIs.

Our financial position may differ from our financial position before the completion of the Falcon Acquisition, and the

results of operations of the combined company may be affected by some factors that are different from those currently

affecting our results of operations. Accordingly, the market price and performance of our common stock and CDIs is likely

to be different from the performance of our common stock and CDIs in the absence of the Falcon Acquisition. In addition,

general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, our common

stock and CDIs, regardless of our actual operating performance.

Our existing stockholders will have reduced ownership in the combined company following consummation of the

Falcon Acquisition.

Immediately following consummation of the Falcon Acquisition, based on the number of shares of common stock

outstanding as of the date of the Arrangement Agreement and the issuance of the Stock Consideration as contemplated by

the Arrangement Agreement, our existing stockholders would own approximately 73% of the outstanding shares of the

combined company and Falcon’s existing stockholders would own approximately 27% of the outstanding shares of the

combined company. As a result, our current stockholders will have less influence on the policies of the combined company

than they currently have on our policies.

We may not consummate the Falcon Acquisition.

We may not consummate the Falcon Acquisition, which is subject to the satisfaction of closing conditions. These

conditions include, but are not limited to, (a) the approval of the Falcon Acquisition by at least 66 2⁄3% of the votes cast by

Falcon shareholders and, if required by applicable Canadian securities laws, a simple majority of the votes cast by Falcon

shareholders, excluding Falcon common shares held by persons required to be excluded under such laws, at a meeting of

Falcon shareholders, (b) the approval of the issuance of the Stock Consideration by a majority of the votes cast by our

stockholders at a meeting of our stockholders, (c) the approval of the Falcon Acquisition by the Supreme Court of British

Columbia on terms consistent with the Arrangement Agreement and otherwise reasonably satisfactory to the parties, (d) the

authorization for listing of the Stock Consideration on the NYSE and (e) the absence of any law or order enjoining,

restricting or prohibiting the consummation of the transactions contemplated by the Falcon Acquisition. Neither we nor

Falcon can predict when, or if, these conditions will be satisfied. If any of these conditions are not satisfied or waived prior

to the outside date, it is possible that the Falcon Acquisition may be terminated. Although we have agreed with Falcon to

use reasonable best efforts, subject to certain limitations, to promptly complete the Falcon Acquisition, these and other

conditions to the completion of the Falcon Acquisition may fail to be satisfied. In addition, satisfying the conditions to and

completion of the Falcon Acquisition may take longer, and could cost more, and require additional borrowings, than we

currently expect. There can be no assurance that such conditions will be satisfied or that the Falcon Acquisition will be

consummated on the terms currently contemplated or at all. If additional borrowings are required to consummate the

Falcon Acquisition, our total debt and leverage will be greater than currently anticipated.

Failure to complete the Falcon Acquisition could negatively impact our stock price and have a material adverse effect

on our results of operations, cash flows and financial position.

If the Falcon Acquisition is not completed for any reason, including as a result of failure to obtain all requisite

regulatory approvals or Falcon’s stockholders fail to approve the applicable requisite proposals, we may be materially and

adversely affected and, without realizing any of the benefits of having completed the Falcon Acquisition, we would be

subject to a number of risks, including the following:

•we may experience negative reactions from our customers, distributors, suppliers, vendors, landlords, joint venture

partners and other business partners;

•we will still be required to pay certain significant costs relating to the Falcon Acquisition, such as legal,

accounting, financial advisor and printing fees;

•Falcon may be entitled to receive a termination fee of $3,750,000 pursuant to the Arrangement Agreement;

•the Arrangement Agreement places certain restrictions on our conduct pursuant to the terms thereof, which may

delay or prevent us from undertaking business opportunities that, absent the Arrangement Agreement, may have

been pursued;

•matters relating to the Falcon Acquisition (including integration planning) require substantial commitments of

time and resources by our management, which may have resulted in the distraction of our management from

ongoing business operations and pursuing other opportunities that could have been beneficial to us; and

•litigation related to any failure to complete the Falcon Acquisition or related to any enforcement proceeding

commenced against us to perform our obligations pursuant to the Arrangement Agreement.

If the Falcon Acquisition is not completed, the risks described above may materialize and they may have a material

adverse effect on our results of operations, cash flows, financial position and stock price.

The combined company following the Falcon Acquisition may be unable to integrate the business of the Company and

Falcon successfully or realize the anticipated benefits of the Falcon Acquisition.

The Falcon Acquisition involves the combination of two companies that currently operate as independent companies.

The combination of two independent businesses is complex, costly and time consuming, and we will be required to devote

significant management attention and resources to integrating the business practices and operations of Falcon into ours.

Potential difficulties that we may encounter as part of the integration process include the following:

•the inability to successfully combine our business and Falcon’s in a manner that permits the combined company to

achieve, on a timely basis, or at all, the enhanced revenue opportunities and cost savings and other benefits

anticipated to result from the Falcon Acquisition;

•complexities associated with managing the combined businesses, including difficulty addressing possible

differences in operational philosophies and the challenge of integrating complex systems, technology, networks

and other assets of each of the companies in a seamless manner that minimizes any adverse impact on customers,

suppliers, employees and other constituencies;

•the inability to retain the service of key management and other key personnel;

•potential unknown liabilities and unforeseen increased expenses or delays associated with the Falcon Acquisition.

In addition, we and Falcon have operated and, until the completion of the Falcon Acquisition, will continue to

operate, independently. It is possible that the integration process could result in:

•the disruption of, or the loss of momentum in, each company’s ongoing businesses or inconsistencies in standards,

controls, procedures and policies.

Any of these issues could adversely affect each company’s ability to maintain relationships with customers, suppliers,

employees and other constituencies or achieve the anticipated benefits of the Falcon Acquisition or could reduce each

company’s earnings or otherwise adversely affect the business and financial results of the combined company following

the Falcon Acquisition.

Securities class action and derivative lawsuits may be brought against us in connection with the Falcon Acquisition,

which could result in substantial costs.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered

into acquisition, merger or other business combination agreements. Even if such a lawsuit is without merit, defending

against these claims can result in substantial costs and divert management time and resources. An adverse judgment could

result in monetary damages, which could have a negative impact on our liquidity and financial condition.

The synergies attributable to the Falcon Acquisition may vary from expectations.

The combined company may fail to realize the anticipated benefits and synergies expected from the Falcon

Acquisition, which could adversely affect the combined company’s business, financial condition and results of operations.

The success of the Falcon Acquisition will depend, in significant part, on the combined company’s ability to successfully

integrate the acquired business, grow the revenue of the combined company and realize the anticipated strategic benefits

and synergies from the combination. We believe that the combination of the companies will provide operational and

financial scale, and enhancing the combined company’s corporate rate of return. However, achieving these goals requires,

among other things, realization of the targeted cost synergies expected from the Falcon Acquisition. This growth and the

anticipated benefits of the transaction may not be realized fully or at all, or may take longer to realize than expected. Actual

operating, technological, strategic and revenue opportunities, if achieved at all, may be less significant than expected or

may take longer to achieve than anticipated. If the combined company is not able to achieve these objectives and realize the

anticipated benefits and synergies expected from the Falcon Acquisition within the anticipated timing or at all, the

combined company’s business, financial condition and results of operations may be adversely affected.