Tamboran Resources Corp
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 13, 2025
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of September 30, 2025, our principal executive officer and principal financial officer concluded that we did
not maintain effective internal control over financial reporting due to the material weakness that was disclosed in our
Annual Report on Form 10-K for the years ended June 30, 2025 and June 30, 2024
As discussed in Part II, Item 9A, “Controls and Procedures” in our Annual Report on Form 10-K for the year
ended June 30, 2025 and June 30, 2024, we identified the following deficiencies in our internal control over
financial reporting, which in the aggregate, constituted a material weakness:
i) lack of sufficient evidence retained of the performance of internal controls,
ii) insufficient resources in key accounting and finance roles leading to inadequate segregation of duties,
iii) lack of manage access and manage change IT general controls over the cloud-based enterprise resource
planning system, and
iv) accounting for complex transactions in accordance with U.S. GAAP, which in the aggregate constitute a
material weakness
Status of Remediation Efforts
In response to the material weakness identified and described above, our management, with the oversight of
the Audit & Risk Management Committee of our Board of Directors, will continue to dedicate significant efforts and
resources to further improve our control environment and to take steps to remediate this material weakness. As part
of our plan to address this material weakness, a remediation plan has been initiated and the Company has engaged an
internal audit firm to assist with the documentation of our processes and internal controls and we will also provide
training to control owners, supported by external consultants, as appropriate, in support of an effective internal
control framework, including how to sufficiently document and evidence the operation of internal controls. We have
also hired a Vice President of Information Technology and a Financial Reporting Manager with extensive
knowledge in their respective fields to assist in the remediation of the above control deficiencies. We will continue
to hire accounting and finance personnel, or engage technical specialists, who possess the required technical
knowledge to ensure reporting requirements are met and segregation of duties are maintained. The material
weakness cannot be considered remediated until the newly designed control activity operates for a sufficient period
of time and management has concluded, through testing, that the control is operating effectively.
While we have begun implementing a plan to remediate this material weakness, we cannot predict the success
of such plan or the outcome of our assessment of this plan at this time. If our steps are insufficient to successfully
remediate the material weakness and otherwise establish and maintain an effective system of internal control over
financial reporting, the reliability of our financial reporting, investor confidence in us, and the value of our common
stock could be materially and adversely affected. We can give no assurance that the implementation of this plan will
remediate this deficiency in internal control or that additional material weaknesses in our internal control over
financial reporting will not be identified in the future. Our failure to implement and maintain effective internal
control over financial reporting could result in errors in our financial statements that could result in a restatement of
our financial statements or cause us to fail to meet our periodic reporting obligations. For as long as we are an
“emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be
required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404.
Changes in Internal Control Over Financial Reporting
Except for the implementation of our remediation plans in connection with our ineffective disclosure controls
and procedures described above, there were no changes in the Company’s internal control over financial reporting
(as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) during the quarter ended September 30,
2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
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