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Tamboran Resources Corp

For the period ended Mar 31, 2026. Filed May 13, 2026.

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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.

Mar 31, 2026 · Filed May 13, 2026

TBN$28.64-0.9%Stored close · as of Nov 9, 2026

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Notes to the Condensed Consolidated Financial Statements

(UNAUDITED)

Note 1 – Business and Basis of Preparation

General

Tamboran is an early-stage growth-oriented natural gas company with a vision of supporting the netzero CO 2 energy

transition in Australia and Asia-Pacific through developing low CO 2 unconventional gas resources in the Northern

Territory(“NT”) of Australia. The Group is in the exploration and appraisal stage with a current focus on exploiting its

primary assets, which are rights to working interests (“Tenements”) in exploration acreage in the Beetaloo sub-basin

(“Beetaloo” or “Beetaloo Basin”), NT Australia. To date, the Group has not determined whether the Tenements contain any

natural gas reserves that are economically recoverable. Further, the Group had no revenues from its gas operations as of

March 31, 2026.

Going Concern and Management’s Liquidity Plan

The accompanying condensed consolidated financial statements have been prepared on the basis that the Group will

continue as a going concern which contemplates the realization of assets and the satisfaction of liabilities in the ordinary

and usual course of business.

As of March 31, 2026, the Group had:

not generated revenues since inception, and will not generate earnings in the next 12 months sufficient to

satisfy all liabilities in the ordinary and usual course of business;

a working capital surplus of$45.2 million arising from an increase in cash and cash equivalents due to the

capital and other fundraising activities during the period;

net long-term debt drawn down of$44.6 million related to the construction of the Sturt Plateau Compression

Facility (“SPCF”) plus associated financing costs;

an accumulated deficit of$191.5 million since inception; and

significant expenditures planned for natural gas properties in the next 12 months.

While these factors raise substantial doubt regarding the Group’s ability to continue as a going concern for the 12

months following the date these condensed consolidated financial statements were available for issuance, the Company has

achieved several milestones subsequent to the end of the quarter that indicate positive progress toward addressing this

substantial doubt in future periods. These milestones include the completion of the underwritten offering and institutional

entitlement offering of$180.4 million in April 2026 and the completion of the retail entitlement offering of$17.9 million,

in May 2026 which have strengthened the Group’s liquidity position and reduced near-term urgency associated with certain

previously contemplated plans, such as a farm‑down transaction. Consistent with its longer-term strategy, the Group

continues to actively progress discussions in relation to a potential joint venture partner, supported by the additional

financial flexibility provided by these capital raises. Continued progress was also made on the construction of the SPCF

through the wet season.

The Group’s ability to continue as a going concern remains dependent on the successful execution of its operational

plans, including stimulation of the previously drilled three wells on the SS2 pad, tie‑in of the wells to the SPCF, and

commissioning of the SPCF. Based on progress achieved to date and the Company’s current execution plan, management

expects to be better positioned to evaluate the alleviation of substantial doubt in connection with the Group’s annual

financial statements, subject to continued successful execution of these operational plans.

As of the date of this report, there can be no assurance that the Group will be successful in executing these plans;

however, management is actively progressing these programs in accordance with its development strategy.

Accordingly, these condensed consolidated financial statements donot include any adjustments related to the

recoverability and classification of recorded assets and liabilities that might be necessary should the Group be unable to

continue as a going concern.

Basis of Presentation of Condensed Consolidated Financial Statements

The accompanying condensed consolidated financial statements have been prepared in conformity with the

accounting principles generally accepted in the United States of America (“U.S. GAAP”) and rules and regulations of the

Securities and Exchange Commission (“SEC”) applicable to interim financial statements. Pursuant to such rules and

regulations, certain disclosures and information required by U.S. GAAP for complete consolidated financial statements

have been condensed or omitted. The accompanying condensed consolidated financial statements and notes therein should

be read in conjunction with the financial statements and notes included in our consolidated financial statements for the year

ended June 30, 2025 (“Group’s Annual Financial Statements”).

These condensed consolidated financial statements reflect all adjustments, in the opinion of management, which

include normal and recurring adjustments necessary to fairly state the Group’s consolidated financial position, results of

operations, and cash flows for the periods presented herein. The interim results are not necessarily indicative of results for

any other future annual or interim period. The June 30, 2025 condensed consolidated balance sheet was derived from the

audited Group’s Annual Financial Statements but doesnot include all disclosures required by U.S. GAAP for annual

financial statements.

In the current fiscal year, the Group changed the presentation of the unaudited condensed consolidated financial

statements to thousands and, as a result, any necessary rounding adjustments have been made to prior year disclosed

amounts. Certain amounts in the Group's unaudited condensed consolidated financial statements may not add up or

recalculate due to rounding.

Significant Judgments and Accounting Estimates

The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires

management to make certain estimates and assumptions that affect the amounts of assets and liabilities, revenue and

expenses and related disclosures of contingent assets and liabilities reported in the condensed consolidated financial

statements and the accompanying notes. There have beenno significant changes to the Group’s accounting estimates from

those disclosed in the Group’s Annual Financial Statements.

Significant Accounting Policies

The Group’s significant accounting policies are described in the notes included in the Group’s Annual Financial

Statements. There have beenno significant changes in accounting policies during the nine months ended March 31, 2026.

Cash and Cash Equivalents and Restricted Cash

Cash represents cash deposits held at financial institutions. Cash equivalents include short-term highly liquid

investments of sufficient credit quality that are readily convertible to known amounts of cash and have original maturities

of three months or less.

Restricted cash as of March 31, 2026 represents amounts held in a payment reserve account that serves as a security

for servicing of expected future interest and commitment fee payments over the term of the long-term debt up to the end of

the loan availability period. Restricted cash as of June 30, 2025 represents amounts related to proceeds received in advance

in respect of the common stock pending issuance on that date. The following table is a reconciliation of the total cash and

cash equivalents and restricted cash in the accompanying consolidated statements of cash flows and their corresponding

balance sheet presentation:

March 31,2026June 30,2025
Cash and cash equivalents$88,151$39,439
Restricted cash13,7665,722
Total cash, cash equivalents and restricted cash$101,917$45,161

Foreign Currency Translation

These condensed consolidated financial statements are presented in US dollars (“$” or “dollars”) and the functional

currency of the Group is the Australian Dollar (“A$”). Adjustments resulting from the translation of functional currency

financial statements to reporting currency are accumulated and reported as a part of “Accumulated Other Comprehensive

Income (Loss)”, a separate component of stockholders’ equity.

Foreign Currency Transactions

Foreign currency transactions are translated into the Company’s functional currency using the exchange rates

prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such

foreign currencies are recognized in the condensed consolidated statements of operations and comprehensive loss.

Leases

As a Lessee

The Group accounts for leases under ASC 842, Leases(“ASC 842”). The Group determines if an arrangement is a

lease at inception of the arrangement and if such lease will be classified as an operating lease or a finance lease. The

Group’s leases represent its right to use an underlying asset for the lease term. Right-of-use (“ROU”) assets and liabilities

are recognized at the lease commencement date based on the present value of lease payments over the lease term. As the

Group’s leases do not provide an implicit rate, the Group used a proxy for its incremental borrowing rate, which is the rate

incurred to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar

economic environment.

The Group has elected to account for lease and non-lease components in its contracts as a single lease component for

all asset classes except for office premises.

Operating leases are included in “Operating lease right-of-use assets” within the Group’s condensed consolidated

balance sheet. The Group’s related obligation to make lease payments are included in “Current portion of operating lease

obligations” and “Operating lease obligations” within the Group’s condensed consolidated balance sheet. Operating lease

expense for lease payments is recognized on a straight-line basis over the lease term.

Finance leases are included in “Finance lease right-of-use assets” within the Group’s condensed consolidated balance

sheet. The Group’s related obligation to make lease payments are included in “Current portion of finance lease obligations”

and “Finance lease obligations” within the Group’s condensed consolidated balance sheet. Finance lease expense includes

amortization of the ROU assets and interest on lease liabilities. The Group capitalizes the finance lease expense as a part of

unproved properties when the leased asset is directly involved in the drilling of wells (i.e. the finance lease expense is a

direct cost of drilling wells).

Leases with a lease term of 12 months or less are not recorded on the condensed consolidated balance sheet and are

recognized as lease expense on a straight-line basis over the lease term. When it is reasonably certain the Group will

exercise an option to extend the short-term lease beyond 12 months, the cost will be capitalized.

As a Lessor

Sublease income is recognized on a straight-line basis over the term of the sublease agreement and is recorded within

“Other income (expense), net” in the condensed consolidated statements of operations and comprehensive loss.

Natural Gas Properties

The Group’s operations are in the exploration and appraisal stage and havenot yet realized any revenues from

operations. The Group holds a number of exploration permits that are grouped into areas of interest according to

geographical and geological attributes. Expenditure incurred in each area of interest is accounted for using the successful

efforts method, as defined within ASC 932, Extractive Activities – Oil and Gas.

Under this method, all general exploration and evaluation costs such as geological and geophysical costs are

expensed as incurred. The direct costs of acquiring the rights to explore, drilling exploratory wells, and evaluating the

results of drilling are capitalized as exploration and evaluation assets (as a part of unproved properties) pending the

determination of the results of the well. If a well does not result in hydrocarbons being present, the previously capitalized

costs are immediately expensed.

The Group capitalizes borrowing costs for assets under construction. Upon the asset becoming available for use,

capitalized borrowing costs, as a portion of the total cost of the asset, are depreciated over the estimated useful life of the

related asset.

Deferred Debt Issuance Costs

The Group presents unamortized deferred debt issuance costs related to the establishment of a Performance Bond

Facility Agreement (the “Facility Agreement”) as a component of “Prepaid expenses and other non-current assets” on its

consolidated balance sheet because the outstanding balance under this Facility Agreement may fluctuate as the Group

borrows and repays the relevant amounts. The Group amortizes the deferred debt issuance costs over the remaining term of

the Facility on a straight-line basis which is reported within “interest income (expense), net” in the condensed consolidated

statements of operations and comprehensive loss.

The Group initially recognizes the establishment of other third party-fees related to the long-term debt as a

component of “Prepaid expenses and other non-current assets” on its consolidated balance sheet. As and when, the Group

draws down funds from the long-term debt facility, these costs are reclassified (on proportionate basis) and presented as a

direct deduction from the carrying amount of the debt liability. These costs are amortized to the asset under construction

over the contractual term of the debt using the effective interest rate method.

Recently Issued Accounting Standards

In December 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-12, Codification

Improvements (“ASU 2025-12”). ASU 2025-12 clarifies or otherwise modifies U.S. GAAP in a number of areas. The

standard is effective for all entities for annual reporting periods beginning after December 15, 2026, and for interim periods

within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period and

adoption can be applied on prospectively or retrospectively, as well as on an issue-by-issue basis. The Group does not

expect any material impact on itsconsolidated financial statements.

In December 2025, the FASB issued ASU 2025‑11, Interim Reporting (Topic 270): Narrow-Scope Improvements

(“ASU 2025-11”). ASU 2025-11 clarifies interim disclosure requirements, including providing a comprehensive list of

interim disclosure requirements under U.S. GAAP and a disclosure principle that requires entities to disclose events since

the last annual reporting period that have a material impact on the entity. The standard is effective for interim periods

within annual reporting periods beginning after December 15, 2027. The Group is currently evaluating ASU 2025-11 and

the impact it may have on the Group's consolidated financial statements.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government

Grants Received by Business Entities (“ASU 2025-10”). ASU 2025-10 establishes authoritative guidance on how to

recognize, measure, and present government grants received by business entities. ASU 2025-10 is effective for annual

periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. ASU

2025-10 may be applied using a modified prospective, modified retrospective or retrospective approach with early adoption

permitted in an interim or annual reporting period. If an entity early adopts in an interim reporting period, it must adopt as

of the beginning of the annual reporting period that includes that interim reporting period. The Group is evaluating the

impact of this guidance on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income -

Expense Disaggregation Disclosures (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, Income

Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the

Effective Date (“ASU 2025-01”). ASU 2024-03 requires public business entities to provide detailed disclosures in the notes

to financial statements disaggregating specific expense categories, including employee compensation, depreciation, and

intangible asset amortization, as well as certain other disclosures to provide enhanced transparency into the nature and

function of expenses on an interim and annual basis. ASU 2024-03, as clarified by ASU 2025-01 is effective for annual

periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027,

with early adoption permitted. The Group is currently evaluating ASU 2024-03 and the impact it may have on the Group's

consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), a

final standard on improvements to income tax disclosures. The standard requires disaggregated information about a

reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to

benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation

decisions and apply to all entities subject to income taxes. The new standard is effective for annual periods beginning after

December 15, 2024. The Group adopted ASU 2023-09 prospectively during the three months ended September 30, 2025.

The adoption did not have a material impact on the Group’s interim condensed consolidated financial statements but is

expected to result in expanded annual income tax disclosures beginning with the Group’s Form 10-K for the fiscal year

ending June 30, 2026.

Note 2 – Variable Interest Entities

TB1

Tamboran (B1) Pty Ltd (“TB1”) is a 50/50 joint venture between the Company, through its wholly owned subsidiary

Tamboran (West) Pty Ltd (“TR West”), and Daly Waters Energy, LP (“DWE”) governed by the terms of a joint venture

and shareholders agreement originally dated September 18, 2022, as amended and restated on June 3, 2024 and further

amended and restated on May 12, 2025 (as so amended and restated, the “TB1 JVSA”). On March 20, 2026, the parties

entered into a Deed of Addendum to the TB1 JVSA (the “JVSA Addendum”), which further amended the TB1 JVSA. In

determining the primary beneficiary of TB1, the Company considered those activities which most significantly impact the

economic performance of TB1, including, for example, which entity serves as the manager, determination of the strategy

and direction of TB1, and the power to create a budget.

The Group is the sole manager of TB1, responsible for managing the day-to-day operations of TB1. The Group, as

manager, also prepares the work plans and budget of TB1. As such, the Group has the power to direct those activities

which most significantly impact TB1’s economic performance and therefore is the primary beneficiary of TB1. As a result,

the results of TB1 have been included in the accompanying condensed consolidated financial statements. TB1 hasno assets

that are collateral for or restricted solely to settle its obligations. The creditors of TB1 donot have recourse to the Group’s

general credit.

The Group also assessed which party to the TB1 JVSA has the obligation to absorb losses or the right to receive the

benefits of the VIE that could potentially be significant to the VIE. The future profits and losses of TB1 are shared by the

Group and DWE in proportion to their respective equity interest in TB1, however, to date the Group has contributed a

greater proportion of the capital and has no ability to recoup any of the excess funding the Group has made to TB1 from

DWE and therefore has a greater exposure to absorb losses.

Checkerboard Strategy means an approach to dealing with EPs 76, 98 and 117 whereby Tamboran and Daly Waters

pursue a split of 50% of TB1 Operator’s interest in the Permits such that the title and ownership of the Permits will be split

evenly, as between Tamboran and Daly Waters, in terms of equity interest and operated blocks in respect of the specific

area. During the quarter ended March 31, 2026, the following material developments occurred with respect to TB1 and the

Checkerboard Strategy:

The JVSA Addendum, among other things, reshaped and expanded the Dev A++ Area byapproximately 100,000 acres

and rebranded it as the “Phase 2 Development Area” or “P2DA.” The JVSA Addendum also provides for the

realignment of beneficial interests in certain Checkerboard Blocks upon satisfaction of specified conditions, including

completion of the Group’s acquisition of Falcon Oil & Gas Ltd (see Note 3).

Also on March 20, 2026, TR West, the Company, DWE and Elliott Energy I Pty Ltd (“Elliott”) entered into a Deed of

Addendum to the Asset Sale Agreement dated May 12, 2025 (the “ASA Addendum”). The ASA Addendum extended

the Dev A++ end date to December 31, 2026 and the C10 end date to December 31, 2027, and added approximately

100,000 acres of additional acreage at the same$150 per acre consideration.

On March 23, 2026, TB2 entered into the Checkerboard Sale and Purchase Deed (Stage 1) to effectuate the transfer of

interests in the North and South First Strategic Development Areas (“FSDAs”) plus P2DA and Beetaloo Central

Development Area (“BCD Area”) to the relevant parties in accordance with the Checkerboard Strategy. As of March

31, 2026, the Checkerboard Strategy remains subject to regulatory approvals and other conditions precedent.

On March 25, 2026, TB2 entered into the Checkerboard Sale and Purchase Deed (Stage 2) to effectuate the transfer of

interests in the remaining BJV areas (outside of the FSDAs, P2DA and BCD Area) to the relevant parties in

accordance with the Checkerboard Strategy. As of March 31, 2026, the Checkerboard Strategy remains subject to

regulatory approvals and other conditions precedent.

On March 30, 2026, Tamboran (Beetaloo) Pty Limited entered into a Farm-In Agreement with DWE to farm down

approximately 10,000 acres of its working interest across the FSDAs and BCD Area. The Farm-In Agreement provides

for a staged earn-in of up toapproximately$28.5 million, subject to structured off-ramp provisions. Completion is

subject to certain conditions precedent, including closure of the Group’s acquisition of Falcon Oil & Gas Ltd.

Pursuant to the JVSA Addendum, if the transfer of retention licenses has not occurred by September 30, 2026, DWE

would have the right, under the TB1 JVSA, to assume the role of Manager. In such event, the Group would no longer have

the power to direct the activities that most significantly impact TB1’s economic performance and would no longer be

considered the primary beneficiary. Accordingly, the Group would be required to deconsolidate TB1 and recognize its

remaining interest as an equity method investment.

The following table summarizes the carrying amounts of TB1’s assets and liabilities included in the Group’s

condensed consolidated balance sheet as of March 31, 2026 and June 30, 2025 (in thousands):

March 31,2026June 30,2025
ASSETS
Current assets
Cash and cash equivalents$12,532$3,729
Trade and other receivables:
Joint interest billing1858,191
Intercompany receivable—1,934
ATO receivable2,042722
Other receivable11113
Prepaid expenses and other current assets3,922—
Total current assets18,69214,690
Natural gas properties, successful efforts method:
Unproved properties405,258285,631
Operating lease right-of-use-assets1,972—
Finance lease right-of-use assets15,08116,544
Prepaid expenses and other non-current assets2,2262,026
Total non-current assets424,537304,201
TOTAL ASSETS$443,229$318,891
LIABILITIES
Current liabilities
Accounts payable and accrued expenses$27,177$12,507
Current portion of operating lease obligations2,033—
Current portion of finance lease obligations13,77315,307
Total current liabilities42,98327,814
Operating lease obligations——
Finance lease obligations9,0549,523
Asset retirement obligations5,9065,127
Loan from Group223,479163,016
Total non-current liabilities238,439177,666
TOTAL LIABILITIES$281,422$205,480

Tamboran SPCF Pty Ltd

In October 2024, the Company, through its wholly owned subsidiary Tamboran SPCF Pty Ltd (“TR SPCF”), entered

into a Unit Holders and Shareholders Deed with Daly Waters Infrastructure, LP (“DWI”) for the establishment of a trust

(“SPCF Sub Trust”) to be owned 50%/50% by the Group and DWI to own the SPCF. In determining the primary

beneficiary of the SPCF Sub Trust, the Company considered those activities that most significantly impact the economic

performance of the SPCF, including, for example, which entity serves as the manager, determination of the strategy and

direction of the SPCF, and the power to create a budget.

The Group was appointed as manager of the SPCF Sub Trust responsible for managing the day-to-day operations of

the SPCF. The Group, as manager, also prepares the work plans and budget of the SPCF Sub Trust. As such, the Group has

the power to direct those activities that most significantly impact the SPCF’s economic performance and therefore is the

primary beneficiary of the SPCF Sub Trust. As a result, the results of SPCF Sub Trust have been included in the

accompanying condensed consolidated financial statements. SPCF Sub Trust hasno assets that are collateral for or

restricted solely to settle its obligations. The creditors of SPCF Sub Trust donot have recourse to the Group’s general

credit.

The Group also assessed which party to the SPCF Sub Trust has the obligation to absorb losses or the right to receive

the benefits of the VIE that could potentially be significant to the VIE. The future profits and losses of SPCF Sub Trust are

shared by the Group and DWI in proportion to their respective equity interest in SPCF Sub Trust, and both parties have no

ability to recoup any funding the Group has made to SPCF.

The following table summarizes the carrying amounts of SPCF Sub Trust’s assets and liabilities included in the

Group’s condensed consolidated balance sheet as of March 31, 2026 and June 30, 2025 (in thousands):

March 31,2026 · June 30,2025
ASSETS
Current assets
Cash and cash equivalents$1,247$1,935
Restricted cash13,7660—
Trade and other receivables:
ATO receivable447123
Other receivable48—
Loan to Tamboran—1,124
Total current assets15,5083,182
Natural gas properties, successful efforts method:
Assets under construction - natural gas equipment61,20024,441
Prepaid expenses and other non-current assets3,025—
Total non-current assets64,22524,441
TOTAL ASSETS$79,733$27,623
LIABILITIES
Current liabilities
Accounts payable and accrued expenses$11,330$4,364
Advance against joint interest billings—450
Intercompany payable2,5241,338
Total current liabilities13,8546,152
Asset retirement obligations10795
Long-term debt, net44,575—
Other non-current liabilities743—
Total non-current liabilities45,42595
TOTAL LIABILITIES$59,279$6,247

Note 3 – Property, Plant and Equipment & Natural Gas Properties

Natural Gas Properties

The Group held unproved natural gas properties as of March 31, 2026 and June 30, 2025 amounting to$465.0

million and$342.3 million, respectively. These amounts reflect the Group’s exploration and evaluation projects, which are

pending the determination of proven and probable reserves and werenot being depleted for thenine months ended

March 31, 2026, and 2025. These assets will be reclassified to proven gas properties when they are determined to be

productive or are assigned proved reserves. Upon this reclassification, the asset will be depleted upon commencement of

production.

During thenine months ended March 31, 2026 and March 31, 2025, the Group recognizedno impairment related to

unproved natural gas properties.

Natural gas properties
(in thousands)EP 161EP 136EP 76, 98 and117Total
Balance at July 1, 2025$25,091$45,483$271,740$342,314
Capital expenditure94115195,89796,989
Restoration assets——6060
Interest on finance lease liability and related depreciation of ROU assets capitalized——8,9908,990
Disposal—(444)—(444)
Government grants(66)(54)—(120)
Effect of changes in foreign exchange rates1,0832,05814,09017,231
Balance at March 31, 2026$27,049$47,194$390,777$465,020

On September 30, 2025, the Beetaloo Joint Venture made a Final Investment Decision for the Shenandoah South

Pilot Project in EP 98 and EP 117.

Property, Plant and Equipment

The Group held property, plant and equipment, including leasehold improvements, as of March 31, 2026 and

June 30, 2025, amounting to$0.6 million and$0.3 million, respectively.

Assets Under Construction

In April 2024, the Group began to execute agreements for the SPCF in the Beetaloo Basin which would deliver a

plant that would convert future raw gas to sales gas quality, subject to the terms of definitive development agreements. As

of March 31, 2026, construction of the facility is 86% complete. The Group held total assets under construction related to

the SPCF as of March 31, 2026 and June 30, 2025 of$61.2 million and$24.4 million, respectively. These costs of

construction include$2.0 million and$3.8 million of capitalized borrowing costs for thethree months ended andnine

months ended March 31, 2026, respectively. Refer to Note 6 for additional discussion.

The 40 TJ/d (39 MMcf/d) SPCF is expected to be connected to the Amadeus Gas Pipeline (“AGP”) via the

construction of the 35-kilometer Sturt Plateau Pipeline (“SPP”) subject to achieving project milestones.

Falcon Acquisition

On September 30, 2025, it was announced that Tamboran, Tamboran (Beetaloo) Pty Ltd, a company organized under

the laws of Australia and an indirect wholly owned subsidiary of Tamboran (“Australia Sub”), Tamboran Resources

Investments Holding Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Tamboran (“U.S.

Sub”) and Falcon Oil & Gas Ltd., a corporation incorporated under the Business Corporations Act (British Columbia)

(“Falcon”), entered into an Arrangement Agreement (as amended by that certain Amending Agreement dated as of March

31, 2026, by and among Tamboran, Australia Sub, U.S. Sub and Falcon, the “Arrangement Agreement”), pursuant to

which, on the terms and subject to the conditions set forth therein, (a) Australia Sub will acquire from Falcon

approximately 98.1% of the issued and outstanding equity interests (the “Falcon Interests”) of Falcon Oil & Gas Australia

Limited (“FOGA”) and (b) U.S. Sub will acquire from Falcon all of the issued and outstanding equity interests (together

with the Falcon Interests, the “Subject Interests”) of TXM Oil and Gas Exploration Kft., Falcon Oil & Gas Ireland Limited,

Falcon Oil & Gas Holdings Ireland Limited and Falcon Exploration and Production South Africa (Pty) Ltd (collectively,

the “Falcon Acquisition”). In exchange for the Subject Interests, at closing of the Falcon Acquisition (the “Closing”)

Tamboran will (a) issue to Falcon 6,537,503 shares of common stock (the “Falcon Parent stock consideration”) and (b) pay

$23.7 million in cash (the “Cash Consideration”) to a shareholder of Falcon that is subject to sanctions (the “Subject

Shareholder”).

Upon completion of the Falcon Acquisition, the Group will also enter into consulting agreements with certain

directors and officers of Falcon, pursuant to which the Group will issue to those directors and officers an aggregate of up to

369,084 share options with an exercise price of$21.94 per share.

On December 30, 2025, FOGA secured necessary approval from its minority shareholders for the sale of Falcon's

98.1% interest in FOGA to Tamboran.

Following completion of the Falcon Acquisition, upon Australia Sub owning the Australia Interests, Australia Sub

will become entitled to compulsorily acquire the remaining 1.9% of the issued and outstanding equity interests of FOGA

(the “FOGA minority stock”) held by the shareholders other than Australia Sub (the “FOGA minority holders”). Australia

Sub will proceed with the compulsory acquisition of the FOGA minority stock for cash consideration at a price per share

no less than the price paid to Falcon for the Australia Interests. To the extent that any FOGA minority holders notify

Australia Sub that they wish to receive shares of Tamboran common stock in lieu of cash, Tamboran and Australia Sub will

consider and may agree to such requests. If Tamboran and Australia Sub agree to issue shares of Tamboran common stock

in lieu of cash to such requesting FOGA minority holders, Tamboran may issue to the FOGA minority holders up to an

aggregate of 147,508 shares of Tamboran common stock.

On April 14, 2026, the parties received final court approval (the “Final Order”) from the Supreme Court of British

Columbia (the “Court”). Pursuant to the Final Order, the Subject Shareholder is entitled to receive the greater of the Cash

Consideration and the fair value of its ownership interests in Falcon, as determined by the Court. On May 5, 2026, the

Company received approval from the Foreign Assets Control of the U.S. Department of the Treasury issuing Tamboran an

amended license permitting the parties to consummate the Falcon Acquisition. The Falcon Acquisition is expected to be

completed during the three months ended June 30, 2026.

Note 4 – Leases

As a Lessee

Operating Leases

The Group’s operating lease activities consist of leases for office premises and modular buildings at the camp pad

site.

In August 2025, the Group entered into a lease arrangement with Northern Transportables for the hire of modular

buildings and related equipment (the “Stage 1 and 2 Hire of Goods”). The term of the lease arrangement isseventeen

months, with an option to further renew the lease (as needed).

Under the lease arrangement with Northern Transportables, the Group leased additional bunkhouses and

accommodation verandahs (the “Stage 3 Hire of Goods”) commencing from October 2025. The lease has a non-cancelable

minimum term ofseven months with an option to further renew the lease (as needed). In line with the lease term for the

Stage 1 and 2 Hire of Goods (see above), the initial lease term for the Stage 3 Hire of Goods was determined to befifteen

months. In February 2026, the lease was remeasured resulting in reduction of the lease term toeleven months since

inception to align with the expected completion of the SPCF and a prospective reduction in lease payments for next four

months to align with the number of beds in use of Stage 3. This resulted in a$0.2 million reduction in the operating lease

ROU asset with a corresponding reduction in operating lease liability.

The Group also has operating leases primarily for the use of office space in various states and territories across

Australia under non-cancellable lease agreements which expire between 2027 and 2030. Certain of these arrangements

have free rent, escalating rent payment provisions, lease renewal options, and tenant allowances.

Finance Leases

On September 9, 2022, Sweetpea Petroleum Pty Ltd (“Sweetpea”), a wholly owned subsidiary of Tamboran, entered

into a drilling contract with Helmerich & Payne International Holdings LLC (“H&P”) for H&P to assist the Group in

carrying out its onshore drilling operations in Australia. The drilling contract grants Tamboran the right to use the drilling

rig from H&P over the initial non-cancellable contract term of 25 months starting from July 1, 2023. Under the terms of the

agreement, the Group has the right to place the drilling rig on a temporary suspension rate between wells for a period up to

270 days (the “Gap Period”). For each day of the original Gap Period consumed, and subsequent suspension periods

negotiated, additional days are added to the fixed minimum term. As of March 31, 2026, the end date of the drilling

contract for the current rig is early January 2028 (inclusive of additional days). The drilling contract is recognized as a

finance lease under ASC 842 (“H&P Rig Lease”).

The present value of the minimum future obligations was calculated based on an interest rate of 15.60% per annum,

which was recognized in finance lease liabilities in the condensed consolidated balance sheet.

The following table presents the classification and location of the Group’s leases on the condensed consolidated

balance sheets (in thousands):

March 31,2026June 30,2025
Right-of-use assets:
Operating lease right-of-use assets$3,275$1,549
Finance lease right-of-use assets15,08116,544
18,35618,093
Lease liabilities:
Current portion of operating lease obligations2,491391
Non-current portion of operating lease obligations8741,175
Current portion of finance lease obligations13,77615,307
Non-current portion of finance lease obligations9,0499,523
$26,190$26,396

For the three months and nine months ended March 31, 2026, and 2025, the components of the lease costs were as

follows (in thousands):

Three months ended March 31,Nine months ended March 31,
2026202520262025
Operating leases:
Operating lease cost charged to profit and loss$916$127$2,355$414
Finance leases:
Interest on lease liabilities8677852,3432,273
Depreciation on right-of-use assets2,1312,2276,6477,293
Total finance lease cost2,9983,0128,9909,566
Less: Lease cost capitalized to unproved properties(2,998)(3,012)(8,990)(9,566)
Finance lease cost charged to profit and loss$—$—$—$—

The following table presents the cash flow information related to lease payments for thenine months ended

March 31, 2026, and 2025 (in thousands):

Nine months ended March 31,
20262025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases$3,634$414
Financing cash flows for finance leases6,9066,508
$10,540$6,922

The following table presents supplemental information for the Group’s non-cancellable leases for thenine months

ended March 31, 2026, and 2025:

Nine months ended March 31,
20262025
Operating leases:
Weighted-average remaining lease term1.742.83
Weighted-average incremental borrowing rate13.35%11.84%
Finance leases:
Weighted-average remaining lease term1.832.08
Weighted-average incremental borrowing rate15.60%12.76%

As of March 31, 2026, the Group’s undiscounted minimum cash payment obligations for its lease liabilities are as

follows (in thousands):

As of March 31, 2026Operating leasesFinance leases
Fiscal year ending June 30, 2026 (excluding nine months period from July 1, 2025 to March 31, 2026)$800$3,925
Fiscal year ending June 30, 20272,09714,418
Fiscal year ending June 30, 20283537,545
Thereafter495—
Total lease payments3,74525,888
Less: Imputed interest(380)(3,062)
Present value of lease liabilities1$3,365$22,826

1 Includes both current and long-term portion of the lease liabilities.

Note 5 – Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses included in current liabilities consist of the following (in thousands):

March 31,2026June 30,2025
Accounts payable$17,456$5,708
Accrued payroll3155
Compensated absences694872
Defined contribution superannuation payable—1
Interest and commitment fee payable on Syndicated Facility731—
Accrued capital expenditure16,93612,315
Accrued stamp duty3,922—
Payable to related parties1,160—
Accrued expenses1,6151,556
Total accounts payable and accrued expenses$42,829$20,457

The execution of Checkerboard Sale and Purchase Deeds in March 2026 (see Note 2), crystallized an obligation for

the Group to pay stamp duty based on the assessed value of the Checkers. As of March 31, 2026, the Group has estimated

this stamp duty payable to be$3.9 million. The Group is required to lodge the stamp duty assessment with the NT

Government within 60 days from the date of execution of the Checkerboard Sale and Purchase Deeds. As of March 31,

2026, this submission has not occurred.

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