Tamboran Resources Corp

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls

and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving

desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that

there are resource constraints and that management is required to apply judgment in evaluating the benefits of

possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer,

evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our

disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on

the evaluation, our principal executive officer and principal financial officer concluded that, as of December 31,

2025, our disclosure controls and procedures as of such date were not effective at the reasonable assurance level 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.

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, has begun the process of, and is committed to,

designing and implementing effective measures to strengthen our internal controls over financial reporting and

remediate the material weakness.

Our planned internal control remediation efforts, which are underway, include:

•We have engaged a third–party consulting firm to assist with the documentation of our processes and

internal controls over financial reporting. During the second quarter of fiscal year 2026, management, with

the help of our third-party consulting firm, performed a risk assessment and walkthroughs of our key

business and IT processes to facilitate the design and documentation of internal controls, including those

that would be necessary to effectively remediate the existing material weakness. A walkthrough is

performed to gain comfort regarding the design effectiveness of the key controls. Further assessments will

be made of these controls to conclude on design and operating effectiveness and determine additional

actions needed in support of remediation of this material weakness.

•Our recently hired Vice President of Information Technology and Financial Reporting Manager, with

extensive knowledge in their respective fields, have implemented, enhanced, and formalized procedures in

their relevant areas, which will assist in the remediation of the above control deficiencies. We will continue

to assess our needs and hire accounting and finance personnel to ensure reporting requirements are met and

segregation of duties are maintained.

•We selected and implemented a new ERP System at the start of fiscal year 2025 to facilitate recording and

reporting of transactions for all entities.

•We will provide training to control owners, as appropriate, in support of an effective internal control

framework, including how to sufficiently document and evidence the completeness and accuracy of the

operation of internal controls.

•For certain complex transactions executed during this fiscal period, we engaged technical specialists, as

appropriate, to ensure accurate accounting and the preparation of accounting memoranda. We will continue

to evaluate our practices related to significant non-recurring transactions and continue to implement

improvements in those practices, including the development of a more comprehensive review process and

monitoring controls over significant transactions.

While these actions and planned actions are subject to ongoing management evaluation and will require

validation and testing of the design and operating effectiveness of internal controls over a sustained period of

financial reporting cycles, we are committed to the continuous improvement of our internal control over financial

reporting and will continue to diligently review our internal control over financial reporting.

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.

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 December 31,

2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial

reporting.