Tamboran Resources Corp
For the period ended Mar 31, 2026. Filed May 13, 2026.
View on SEC.govAbout this filing
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
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
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 31,2026 | June 30,2025 | |
|---|---|---|
| Cash and cash equivalents | $88,151 | $39,439 |
| Restricted cash | 13,766 | 5,722 |
| 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 31,2026 | June 30,2025 | |
|---|---|---|
| ASSETS | ||
| Current assets | ||
| Cash and cash equivalents | $12,532 | $3,729 |
| Trade and other receivables: | ||
| Joint interest billing | 185 | 8,191 |
| Intercompany receivable | — | 1,934 |
| ATO receivable | 2,042 | 722 |
| Other receivable | 11 | 113 |
| Prepaid expenses and other current assets | 3,922 | — |
| Total current assets | 18,692 | 14,690 |
| Natural gas properties, successful efforts method: | ||
| Unproved properties | 405,258 | 285,631 |
| Operating lease right-of-use-assets | 1,972 | — |
| Finance lease right-of-use assets | 15,081 | 16,544 |
| Prepaid expenses and other non-current assets | 2,226 | 2,026 |
| Total non-current assets | 424,537 | 304,201 |
| TOTAL ASSETS | $443,229 | $318,891 |
| LIABILITIES | ||
| Current liabilities | ||
| Accounts payable and accrued expenses | $27,177 | $12,507 |
| Current portion of operating lease obligations | 2,033 | — |
| Current portion of finance lease obligations | 13,773 | 15,307 |
| Total current liabilities | 42,983 | 27,814 |
| Operating lease obligations | — | — |
| Finance lease obligations | 9,054 | 9,523 |
| Asset retirement obligations | 5,906 | 5,127 |
| Loan from Group | 223,479 | 163,016 |
| Total non-current liabilities | 238,439 | 177,666 |
| 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 cash | 13,766 | 0 | — |
| Trade and other receivables: | |||
| ATO receivable | 447 | 123 | |
| Other receivable | 48 | — | |
| Loan to Tamboran | — | 1,124 | |
| Total current assets | 15,508 | 3,182 | |
| Natural gas properties, successful efforts method: | |||
| Assets under construction - natural gas equipment | 61,200 | 24,441 | |
| Prepaid expenses and other non-current assets | 3,025 | — | |
| Total non-current assets | 64,225 | 24,441 | |
| 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 payable | 2,524 | 1,338 | |
| Total current liabilities | 13,854 | 6,152 | |
| Asset retirement obligations | 107 | 95 | |
| Long-term debt, net | 44,575 | — | |
| Other non-current liabilities | 743 | — | |
| Total non-current liabilities | 45,425 | 95 | |
| 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 161 | EP 136 | EP 76, 98 and117 | Total |
| Balance at July 1, 2025 | $25,091 | $45,483 | $271,740 | $342,314 |
| Capital expenditure | 941 | 151 | 95,897 | 96,989 |
| Restoration assets | — | — | 60 | 60 |
| Interest on finance lease liability and related depreciation of ROU assets capitalized | — | — | 8,990 | 8,990 |
| Disposal | — | (444) | — | (444) |
| Government grants | (66) | (54) | — | (120) |
| Effect of changes in foreign exchange rates | 1,083 | 2,058 | 14,090 | 17,231 |
| 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 31,2026 | June 30,2025 | |
|---|---|---|
| Right-of-use assets: | ||
| Operating lease right-of-use assets | $3,275 | $1,549 |
| Finance lease right-of-use assets | 15,081 | 16,544 |
| 18,356 | 18,093 | |
| Lease liabilities: | ||
| Current portion of operating lease obligations | 2,491 | 391 |
| Non-current portion of operating lease obligations | 874 | 1,175 |
| Current portion of finance lease obligations | 13,776 | 15,307 |
| Non-current portion of finance lease obligations | 9,049 | 9,523 |
| $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, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Operating leases: | ||||
| Operating lease cost charged to profit and loss | $916 | $127 | $2,355 | $414 |
| Finance leases: | ||||
| Interest on lease liabilities | 867 | 785 | 2,343 | 2,273 |
| Depreciation on right-of-use assets | 2,131 | 2,227 | 6,647 | 7,293 |
| Total finance lease cost | 2,998 | 3,012 | 8,990 | 9,566 |
| 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, | ||
|---|---|---|
| 2026 | 2025 | |
| 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 leases | 6,906 | 6,508 |
| $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, | ||
|---|---|---|
| 2026 | 2025 | |
| Operating leases: | ||
| Weighted-average remaining lease term | 1.74 | 2.83 |
| Weighted-average incremental borrowing rate | 13.35% | 11.84% |
| Finance leases: | ||
| Weighted-average remaining lease term | 1.83 | 2.08 |
| Weighted-average incremental borrowing rate | 15.60% | 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, 2026 | Operating leases | Finance 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, 2027 | 2,097 | 14,418 |
| Fiscal year ending June 30, 2028 | 353 | 7,545 |
| Thereafter | 495 | — |
| Total lease payments | 3,745 | 25,888 |
| 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 31,2026 | June 30,2025 | |
|---|---|---|
| Accounts payable | $17,456 | $5,708 |
| Accrued payroll | 315 | 5 |
| Compensated absences | 694 | 872 |
| Defined contribution superannuation payable | — | 1 |
| Interest and commitment fee payable on Syndicated Facility | 731 | — |
| Accrued capital expenditure | 16,936 | 12,315 |
| Accrued stamp duty | 3,922 | — |
| Payable to related parties | 1,160 | — |
| Accrued expenses | 1,615 | 1,556 |
| 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.