Tamboran Resources Corp

There are numerous factors that affect our business and operating results, many of which are beyond our control.

Except as provided below, there have been no material changes in risk factors for the quarterly period ended December 31,

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

Risks Related to the Pending Falcon Acquisition

Tamboran stockholders and Falcon shareholders, in each case as of immediately prior to the Falcon Acquisition, will

have significantly reduced ownership in the combined company.

Tamboran anticipates issuing 6,537,503 shares of Tamboran common stock to Falcon in exchange for Falcon’s

equity interests in the Falcon Entities. Following the completion of the Falcon Acquisition, it is anticipated that persons

who were stockholders and shareholders of Tamboran and Falcon, respectively, immediately prior to the Falcon

Acquisition will own approximately 77.6% and 22.4% of the combined company, respectively, with Tamboran maintaining

control over the combined company. As a result, Tamboran’s current stockholders and Falcon’s current shareholders will

have less influence on the policies of the combined company than they currently have on Tamboran’s policies and Falcon’s

policies, respectively.

The Falcon Parent stock consideration will not be adjusted in the event of any change in either Tamboran’s or Falcon’s

share price.

Upon completion of the Falcon Acquisition, Falcon’s shareholders will receive 6,537,503 shares of Tamboran

common stock. The Falcon Parent stock consideration was generally fixed in the Arrangement Agreement and will not be

adjusted to reflect changes in the market price of either Falcon common shares or Tamboran common stock before the

arrangement is completed. Stock price changes may result from a variety of factors (many of which are beyond

Tamboran’s and Falcon’s control), including the following:

•changes in Tamboran’s and Falcon’s respective businesses, operations and prospects;

•investor behavior and strategies, including market assessments of the likelihood that the arrangement will be

completed, including related considerations regarding court approval and regulatory clearance or approval, if any,

of the arrangement; or

•interest rates, general market and economic conditions and other factors generally affecting the price of

Tamboran’s and Falcon’s shares; and

•foreign, federal, state, provincial and local legislation, governmental regulation and legal developments in the

businesses in which Tamboran and Falcon operate.

The price of Tamboran common stock at the completion of the Falcon Acquisition will vary from its price on the

date the Arrangement Agreement was executed, the date of this proxy statement, the date of the special meeting and the

effective date. As a result, the market value represented by the number of shares issued to Falcon will also vary. For

example, based on the range of closing prices of Tamboran common stock during the period from September 29, 2025, the

trading day before the date of the public announcement of the Falcon Acquisition, through January 26, 2026, the latest

practicable date before the date of this proxy statement, the total Falcon Parent stock consideration represented a market

value ranging from a low of$147,747,567.80 to a high of $199,001,591.32.

The arrangement is subject to a number of conditions which may delay the Falcon Acquisition and could result in

additional expenditures of money and resources or reduce the anticipated benefits, or result in termination of the

Arrangement Agreement and Tamboran having to pay a termination fee.

Tamboran’s and Falcon’s respective obligations to consummate the Falcon Acquisition are subject to the satisfaction

(or waiver by all parties, to the extent permissible under applicable laws) of a number of conditions described in the

Arrangement Agreement, including the approval by Tamboran stockholders of the issuance of the Falcon Parent stock

consideration to Falcon, the approval and adoption of the arrangement resolution by the Falcon shareholders, the approval

of the arrangement by the Court on terms consistent with the Arrangement Agreement and otherwise reasonably

satisfactory to the parties and receipt of certain regulatory clearances and approvals. Many of the conditions to completion

of the arrangement are not within Tamboran’s control and Tamboran cannot predict when, or if, these conditions will be

satisfied. If any of these conditions are not satisfied or waived prior to the termination date, it is possible that the

Arrangement Agreement may be terminated. The Arrangement Agreement provides that, upon termination of the

Arrangement Agreement under certain circumstances, Tamboran or Falcon would be required to pay the other party a

termination fee of$3.75 million and $1.62 million, respectively. In addition, Falcon would be required to reimburse

Tamboran for its documented out-of-pocket expenses incurred in connection with the arrangement under certain

circumstances.

Although the parties have agreed to use reasonable best efforts, subject to certain limitations, to complete the

arrangement promptly, these and other conditions may fail to be satisfied. In addition, completion of the arrangement may

take longer and could cost more than we expect. The requirements for obtaining the regulatory approvals, including

approval of the TSX Venture Exchange (the “TSXV”), could delay the completion of the Falcon Acquisition for a

significant period of time or prevent them from occurring. Any delay in completing the Falcon Acquisition may adversely

affect the benefits that Tamboran expects to achieve if the Falcon Acquisition and the integration of businesses were to be

completed within the expected timeframe.

If a governmental authority asserts objections to the Falcon Acquisition, Tamboran may be unable to complete the

Falcon Acquisition or, in order to do so, Tamboran or Falcon may be required to comply with material restrictions or

satisfy material conditions.

Closing is subject to the condition that there is no order preventing the consummation of the Falcon Acquisition and

no law applicable to the Falcon Acquisition that makes consummation of the Falcon Acquisition illegal. Pursuant to the

Arrangement Agreement, Tamboran and Falcon have agreed to use reasonable best efforts, subject to certain limitations, to

complete the Falcon Acquisition promptly.

There can be no assurance as to the cost, scope or impact of the actions that may be required to address any

governmental authority objections to the Falcon Acquisition. If Tamboran or Falcon takes such actions, it may be

detrimental to them or to the combined company following the consummation of the Falcon Acquisition. Furthermore,

these actions may have the effect of delaying or preventing consummation of the Falcon Acquisition or imposing additional

costs on or limiting the revenue or cash available for distribution of the combined company following the consummation of

the Falcon Acquisition. There are also limitations in the Arrangement Agreement on the actions Tamboran is required to

take in order to address any governmental authority objections to the Falcon Acquisition; so, depending on the nature of the

governmental authority objections to the Falcon Acquisition, Tamboran may decline to agree to take such actions resulting

in the failure of the Falcon Acquisition to be completed.

Tamboran or Falcon may waive one or more of the closing conditions without re-soliciting approval by Tamboran

stockholders.

Tamboran or Falcon may determine to waive, in whole or part, one or more of the conditions to closing prior to

Tamboran or Falcon, as the case may be, being obligated to consummate the Falcon Acquisition. Tamboran expects to

evaluate the materiality of any proposed waiver and its effect on Tamboran stockholders in light of the facts and

circumstances at the time, to determine whether any amendment of this proxy statement or any re-solicitation of proxies is

required in light of such waiver. Any determination whether to waive any condition to closing or to re-solicit stockholder

approval or amending or supplementing this proxy statement as a result of a waiver will be made by Tamboran at the time

of such waiver based on the facts and circumstances as they exist at that time.

The business relationships of Tamboran and Falcon, as applicable, may be subject to disruption due to uncertainty

associated with the Falcon Acquisition, which could have a material adverse effect on the results of operations, cash

flows and financial position of Tamboran pending and following the Falcon Acquisition.

Parties with which Tamboran and Falcon, as applicable, does business may experience uncertainty associated with

the Falcon Acquisition, including with respect to current or future business relationships with Tamboran following the

Falcon Acquisition. Tamboran’s and Falcon’s business relationships may be subject to disruption as joint venture partners

and other business partners may attempt to delay or defer entering into new business relationships, negotiate changes in

existing business relationships or consider entering into business relationships with parties other than Tamboran or Falcon,

as applicable, following the Falcon Acquisition. These disruptions could have a material and adverse effect on the results of

operations, cash flows and financial position of Tamboran, regardless of whether the Falcon Acquisition is completed, as

well as a material and adverse effect on Tamboran’s ability to realize the expected benefits of the Falcon Acquisition. The

risk, and adverse effect, of any disruption could be exacerbated by a delay in completion of the Falcon Acquisition or

termination of the Arrangement Agreement.

The Arrangement Agreement subjects Tamboran to restrictions on its business activities prior to the Closing, limits its

ability to pursue alternatives to the Falcon Acquisition and may discourage other companies from making a favorable

alternative transaction proposal.

The Arrangement Agreement subjects Tamboran to restrictions on its business activities prior to the Closing. The

Arrangement Agreement obligates Tamboran to generally conduct its businesses in the ordinary course until the Closing

and to, among other things, use its reasonable best efforts to (i) preserve substantially intact its present business

organization, goodwill and assets, (ii) keep available the services of its current officers and employees and (iii) preserve its

existing relationships with governmental entities and others having significant business dealings with Tamboran. These

restrictions could prevent Tamboran from pursuing certain business opportunities that arise prior to the Closing and are

outside the ordinary course of business.

Tamboran is subject to customary restrictions on its ability to solicit alternative acquisition proposals and to provide

information to, or engage in discussions with, third parties regarding such proposals, except that Tamboran is permitted in

limited circumstances prior to receiving approval from Tamboran stockholders of the issuance of new shares of Tamboran

common stock to Falcon in the Falcon Acquisition to provide information to, and engage in discussions with, a party which

has made an unsolicited acquisition proposal that the Tamboran board of directors has determined constitutes or would

reasonably be expected to constitute a superior proposal. Furthermore, in limited circumstances prior to receiving

stockholder approval, the Tamboran board of directors may effect a change of its recommendation in response to an

applicable intervening event if the Tamboran board of directors determines in good faith that a failure to effect a change in

recommendation would be reasonably likely to be inconsistent with the Tamboran board of director’s fiduciary duties.

Tamboran does not currently control the Falcon Entities.

Tamboran will not control the Falcon Entities until completion of the Falcon Acquisition and the business and results

of operations of the Falcon Entities may be adversely affected by events that are outside of Tamboran’s control during the

intervening period. The performance of the Falcon Entities may be influenced by, among other factors, economic

downturns, changes in commodity prices, political instability in the countries in which the Falcon Entities operate, changes

in applicable laws, expropriation, increased environmental regulation, volatility in the financial markets, unfavorable

regulatory decisions, litigation, rising costs, civic and labor unrest, disagreements with joint venture partners, delays in

ongoing exploration and development projects and other factors beyond Tamboran’s control. As a result of any one or

more of these factors, among others, the operations and financial performance of the Falcon Entities may be negatively

affected, which may adversely affect the future financial results of the combined company.

Failure to complete the Falcon Acquisition could negatively impact Tamboran's stock price and have a material adverse

effect on its 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, approval of the TSXV or if the Tamboran stockholders or Falcon shareholders fail to approve the

stock issuance proposal, the ASX capacity proposal and the Falcon Acquisition resolution, respectively, the ongoing

businesses of Tamboran may be materially adversely affected and, without realizing any of the benefits of having

completed the Falcon Acquisition, Tamboran would be subject to a number of risks, including the following:

•Tamboran may experience negative reactions from the financial markets, including negative impacts on our stock

price;

•Tamboran and its subsidiaries may experience negative reactions from their joint venture partners and other

business partners;

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

accounting, financial advisor and printing fees;

•Tamboran may be required to pay a termination fee as required by the Arrangement Agreement;

•the Arrangement Agreement places certain restrictions on the conduct of Tamboran’s business prior to the

completion of the Arrangement Agreement, which may delay or prevent Tamboran 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 Tamboran's management, which may have resulted in the distraction of Tamboran's

management from ongoing business operations and pursuing other opportunities that could have been beneficial to

the companies; and

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

commenced against Tamboran to perform its 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 Tamboran's results of operations, cash flows, financial position and stock price.

Tamboran and Falcon are expected to incur significant transaction costs in connection with the Falcon Acquisition,

which may be in excess of those anticipated by them.

Tamboran and Falcon have incurred and are expected to continue to incur a number of non-recurring costs associated

with negotiating and completing the Falcon Acquisition and combining the operations of the two companies. These costs

have been, and will continue to be, substantial and, in many cases, will be borne by Tamboran whether or not the Falcon

Acquisition is completed. A substantial majority of non-recurring expenses will consist of transaction costs and include,

among others, fees paid to legal, accounting and other advisors, employee retention, severance and benefit costs, and filing

fees. Tamboran will also incur costs related to formulating and implementing integration plans, including facilities and

systems consolidation costs and other employment-related costs. Tamboran and Falcon will continue to assess the

magnitude of these costs, and additional unanticipated costs may be incurred in connection with the Falcon Acquisition and

the integration of the two companies’ businesses. While Tamboran and Falcon have assumed that a certain level of

expenses would be incurred, there are many factors beyond their control that could affect the total amount or the timing of

the expenses. The elimination of duplicative costs, as well as the realization of other efficiencies related to the integration

of the businesses, may not offset integration-related costs and achieve a net benefit in the near term, or at all. The costs

described above and any unanticipated costs and expenses, many of which will be borne by Tamboran even if the Falcon

Acquisition is not completed, could have an adverse effect on Tamboran’s financial condition and operating results.

Litigation relating to the Falcon Acquisition could result in an injunction preventing the completion of the Falcon

Acquisition and/or substantial costs to Tamboran and Falcon.

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

into acquisitions, mergers 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 Tamboran’s and Falcon’s respective liquidity and

financial condition.

Lawsuits may be brought against Tamboran, Falcon or their respective directors which could seek, among other

things, injunctive relief or other equitable relief, including a request to rescind parts of the Arrangement Agreement already

implemented and to otherwise enjoin the parties from consummating the Falcon Acquisition. One of the conditions to the

Closing is that no injunction by any court or other tribunal of competent jurisdiction has been entered and continues to be

in effect and no law has been adopted or is effective, in either case that prohibits or makes illegal the Closing.

Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Falcon Acquisition, that

injunction may delay or prevent the Falcon Acquisition from being completed within the expected timeframe or at all,

which may adversely affect Tamboran’s and Falcon’s respective business, financial position, results of operations and cash

flows.

There can be no assurance that any of the defendants will be successful in the outcome of any pending or any

potential future lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Falcon

Acquisition is completed may adversely affect Tamboran’s or Falcon’s respective business, financial condition, results of

operations and cash flows.

Falcon may have liabilities that are not known to Tamboran.

Falcon may have liabilities that Tamboran failed, or was unable, to discover in the course of performing its due

diligence investigations. Other than publicly available information, all historical information relating to Falcon and its

subsidiaries has been provided in exclusive reliance on the information made available to us by Falcon and its

representatives. Through the completion of the Falcon Acquisition, Falcon continues to be obligated to file certain reports

with the TSXV and AIM. Additionally, pursuant to the Arrangement Agreement, during the period from the date of the

Arrangement Agreement until the earlier of the effective time and the termination thereof, Falcon is required to notify us in

writing of any material change in the business, operations, results of operations, properties, assets, liabilities (whether

absolute, accrued, contingent or otherwise), or financial condition of it and its subsidiaries on a consolidated basis or any

change in any representation or warranty it has provided in the Arrangement Agreement that may render any representation

or warranty misleading or untrue in any material respect. Tamboran may learn additional information about the other party

that materially adversely affects it, such as unknown or contingent liabilities and liabilities related to compliance with

applicable laws. As a result of these factors, the combined company may incur additional costs and expenses and may be

forced to later write-down or write-off assets, restructure operations or incur impairment or other charges that could result

in the combined company reporting losses. Even if Tamboran’s due diligence has identified certain risks, unexpected risks

may arise and previously known risks may materialize in a manner not consistent with its preliminary risk analysis. If any

of these risks materialize, this could have a material adverse effect on the combined company’s financial condition and

results of operations and could contribute to negative market perceptions about Tamboran common stock.

Potential payments to Falcon shareholders who exercise dissent rights could have an adverse effect on the combined

company’s financial condition.

Falcon shareholders have the right to exercise dissent rights and demand payment equal to the fair value of their

Falcon common shares. If dissent rights are properly exercised in respect of a significant number of Falcon common

shares, a substantial payment may be required to be made to such Falcon shareholders, which could have an adverse effect

on the combined company’s financial condition and cash flows.

Risk Factors Relating to the Combined Company Following the Arrangement

The combined company may be unable to integrate the businesses of Tamboran and the Falcon Entities successfully or

realize the anticipated benefits of the Falcon Acquisition.

The Falcon Acquisition involves the combination of an independent public company with the subsidiaries of another

independent public company. The combination of independent businesses is complex, costly and time consuming, and each

of Tamboran and Falcon will be required to devote significant management attention and resources to integrating the

business practices and operations of the Falcon Entities into Tamboran. Potential difficulties that Tamboran and Falcon

may encounter as part of the integration process include the following:

•the inability to successfully combine the business of Tamboran and the Falcon Entities 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;

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

In addition, Tamboran 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.

The trading price and volume of the combined company common stock may be volatile following the Falcon

Acquisition.

The trading price and volume of the combined company common stock may be volatile following completion of the

Falcon Acquisition. The stock markets in general have experienced extreme volatility that has often been unrelated to the

operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of

the combined company common stock. As a result, you may suffer a loss on your investment. Many factors may impair the

market for the combined company common stock and the ability of investors to sell shares at an attractive price, and could

also cause the market price and demand for the combined company common stock to fluctuate substantially, which may

negatively affect the price and liquidity of the combined company common stock. Many of these factors and conditions are

beyond the control of the combined company or the combined company stockholders.

The market price of Tamboran common stock may decline if large amounts of Tamboran common stock are sold

following the Falcon Acquisition and may be affected by factors different from those that historically have affected or

currently affect the market price of Tamboran common stock.

The market price of Tamboran common stock may fluctuate significantly following completion of the Falcon

Acquisition and holders of Tamboran common stock could lose some or all of the value of their investment. If the Falcon

Acquisition is consummated, Tamboran will issue shares of Tamboran common stock to former Falcon shareholders. The

Arrangement Agreement contains no restrictions on the ability of former Falcon shareholders to sell or otherwise dispose

of such shares following completion of the Falcon Acquisition. Former Falcon shareholders may decide not to hold the

shares of Tamboran common stock that they receive in the Falcon Acquisition, and Tamboran’s historic stockholders may

decide to reduce their investment in Tamboran as a result of the changes to Tamboran’s investment profile as a result of the

Falcon Acquisition. These sales of Tamboran common stock (or the perception that these sales may occur) could have the

effect of depressing the market price for Tamboran common stock. In addition, Tamboran’s financial position after

completion of the Falcon Acquisition may differ from its financial position before the completion of the Falcon

Acquisition, and the results of Tamboran’s operations and cash flows after the completion of the Falcon Acquisition may

be affected by factors different from those currently affecting its financial position or results of operations and cash flows,

all of which could adversely affect the market price of Tamboran common stock. Accordingly, the market price and

performance of Tamboran common stock is likely to be different from the performance of Tamboran common stock prior

to the Falcon Acquisition. Furthermore, the stock market has experienced significant price and volume fluctuations in

recent times which, if they continue to occur, could have a material adverse effect on the market for, or liquidity of,

Tamboran common stock, regardless of our actual operating performance.

The anticipated benefits attributable to the Falcon Acquisition may vary from expectations.

The combined company may fail to realize the anticipated benefits expected from the Falcon Acquisition, which

could adversely affect the combined company’s business, financial condition and operating results. The success of the

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

acquired business and realize the anticipated strategic benefits from the combination. Tamboran believes that the

combination of the two leading Beetaloo Basin businesses will provide a pro forma 2.9 million net prospective acres across

the Beetaloo Basin depocenter. The anticipated benefits of the Falcon Acquisition 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 expected from the Falcon Acquisition within the

anticipated timing or at all, the combined company’s business, financial condition and operating results may be adversely

affected.

The Falcon Acquisition may result in a loss of joint venture partners and other business partners and may result in the

termination of existing contracts.

Following the Falcon Acquisition, some of the joint venture partners and other business partners of Tamboran or

Falcon may terminate or scale back their current or prospective business relationships with the combined company. Some

customers may not wish to source a larger percentage of their needs from a single company or may feel that the combined

company is too closely allied with one of their competitors. In addition, Tamboran and Falcon have contracts with joint

venture partners and other business partners that may require Tamboran or Falcon to obtain consents from these other

parties in connection with the Falcon Acquisition, which may not be obtained on favorable terms or at all. If relationships

with joint venture partners and other business partners are adversely affected by the Falcon Acquisition, or if the combined

company, following the Falcon Acquisition, loses the benefits of the contracts of Tamboran or Falcon, the combined

company’s business and financial performance could suffer.