Tamboran Resources Corp

Note 6 - Long-term debt

The Group’s long-term debt consisted of the following (in thousands):

(1) Unamortized debt issuance costs related to undrawn portions of the Syndicated Facility are included in“Prepaid expenses and other non-current

assets” in the condensed consolidated balance sheet. As of March 31, 2026, the Group had$2.3 million in unamortized debt issuance costs related to the

SPCF Syndicated Facility Agreement.

On September 29, 2025, the Group through its subsidiaries, SPCF Financing Pty Ltd, as Borrower (“SPCF

Financing”), Sturt Plateau Compression Facility Sub Pty Ltd, in its personal capacity and in its capacity as trustee for the

Sturt Plateau Compression Facility Sub Trust, and Sturt Plateau Compression Facility Mid Pty Ltd, in its personal capacity

and in its capacity as trustee for the Sturt Plateau Compression Facility Mid Trust (together with SPCF Financing, the

“Obligors”), have entered into a syndicated facility agreement (the “Syndicated Facility Agreement”) with, among others,

Macquarie Bank Limited (“Macquarie”) and Evolution Trustees Limited as trustee for the Alpha Wave Credit (Australia)

Trust as original lenders (the “Lenders”).

Pursuant to the terms and conditions of the Syndicated Facility Agreement, the Lenders agreed to extend term loans

to the Group in an aggregate principal amount of up to A$179.8 million (the “Syndicated Facility”), comprised of (i)

Tranche 1A in an amount equal to A$75.0 million (“Tranche 1A”), (ii) Tranche 1B in an amount equal to A$14.9 million

(“Tranche 1B”) and (iii) Tranche 2 in an amount equal to A$89.9 million (“Tranche 2”). The Syndicated Facility

Agreement is secured by the following guarantees:

•a guarantee given by the NT Government, up to A$75.0 million, in respect of Tranche 1A and Tranche 1B (the

“Tranche 1 Guarantee”). The Tranche 1 Guarantee will be released upon certain conditions being met relating to the

completion of the SPCF and production of commercial volumes of gas (such date, the “Tranche 1 Guarantee Release

Date”);

•a guarantee given by the Company and its wholly-owned subsidiaries, Tamboran (West) Pty Limited and Tamboran

Resources Pty Ltd, in respect of Tranche 1A and Tranche 1B (the “Deed of Guarantee”); and

•a guarantee given by Formentera Australia Fund 1, LP and certain of its affiliates, related parties of the Group in respect

of Tranche 2.

Pursuant to the guarantees under the Syndicated Facility, each relevant entity agrees, among other things, to

unconditionally guarantee, in full, the repayment obligations of the Obligors in respect of Tranche 1A, Tranche 1B and/or

Tranche 2 (as applicable).

In consideration for providing the Tranche 1 Guarantee, SPCF Financing agrees to pay the NT Government a

guarantee fee of 4% per annum on the lesser of (a) the Guarantee Limit, and (b) the daily balance of the principal

outstanding under Tranche 1A and Tranche 1B (the “Guarantee Fee”). The Guarantee Fee only becomes payable on the

termination of the gas sales agreement, payment by the NT Government under the Tranche 1 Guarantee or the purchase by

the NT Government from the Lenders of all amounts outstanding under Tranche 1A and Tranche 1B.

Any outstanding principal on the Syndicated Facility will accrue interest at a rate equal to Australian Bank Bill Swap

(“BBSW”) Rate plusa margin. Prior to the Tranche 1 Guarantee Release Date, the margin for Tranche 1A is 4% per annum

and the margin for Tranches 1B and 2 is 12% per annum. Following the Tranche 1 Guarantee Release Date, the margin for

all the Tranches will be 8% per annum. Interest payments are made in arrears depending on the interest selection period,

which can be 1-3 months following the funding of a Syndicated Facility Tranches. The Syndicated Facility will terminate

four years after financial close under the Syndicated Facility Agreement, September 29, 2029, and all the principal

payments on the outstanding balance of Syndicated Facility Tranches will be paid at that date.

The total amount of debt issuance costs incurred was$3.5 million consisting of$2.4 million being paid upfront to

original lenders and$1.1 million to the agent, Security Trustee and third party legal fees.

During thenine months ended March 31, 2026 drawdowns of$19.1 million,$3.8 million,$22.9 million were made

from the Syndicated Facility for Tranches 1A, 1B, and 2, respectively.

The Group is also required to pay a commitment fee of 1.6% per annum for Tranche 1A, and 4.8% per annum for

Tranches 1B and 2 on any undrawn principal balance of the Syndicated Facility up to the end of the availability period.

The Syndicated Facility may be prepaid early in accordance with the terms of the Syndicated Facility Agreement,

subject to an agreed prepayment premium. If prepayment occurs within the first 12 months after the date of the first

utilization, the prepayment premium is 3% of the amount being prepaid. If prepayment occurs within 12 – 18 months after

first utilization, the prepayment premium is 2% of the amount being prepaid. If prepayment occurs within 18 – 24 months

after first utilization, the prepayment premium is 1% of the amount being prepaid. After 24 months after first utilization, no

prepayment premium applies.

The Syndicated Facility Agreement also contains customary events of default, including among other things, our

failure to make any principal or interest payments when due, non-compliance, change of Obligor ownership, events which

have a material adverse effect and the occurrence of certain bankruptcy or insolvency events. Upon the occurrence of an

event of default, the Lenders may, among other things, accelerate our obligations under the Syndicated Facility Agreement.

As of March 31, 2026 the total gross amount of borrowings under our Syndicated Facility Agreement was$45.8 million.

Interest expense on the Syndicated Facility Agreementwas$2.0 million and$3.8 million for the three months andnine

months ended March 31, 2026, respectively.

Note 7 – Asset Retirement Obligations

The Group recognizes the liability for an asset retirement obligation at the estimated fair value in the period in which

the obligation originates. Fair value is estimated using the present value technique (level 2) based on a number of

observable inputs including estimates and assumptions such as future retirement costs, future inflation rates and the

Group’s credit-adjusted risk-free interest rate.

The Group capitalized the present value of the estimated asset retirement obligations as a part of the carrying amount

of the related natural gas properties. The liability has been accreted to its present value fornine months ended March 31,

The reconciliation of changes in asset retirement obligations for thenine months ended March 31, 2026, is as follows

(in thousands):

Note 8 – Stockholders’ Equity

Movement in Common Stock

July 2025 Issuance of Common Stock Pursuant to Subscription Agreement

On July 23, 2025, the Company issued 940,729 shares of common stock pursuant to subscription agreements entered

into on May 12, 2025, for$17.74 per share. Total proceeds from this issuance was$16.7 million out of which $5.7 million

was received in May 2025. The Company incurred$1.4 million in transaction expenses related to this issuance, out of

which$0.4 million was incurred and recognized during the fiscal year ended June 30, 2025.

July 2025 Issuance of Common Stock as Prepayment of Facility Fee

On July 23, 2025, the Company issued 112,740 shares of Common Stock at a price of$19.41 per share to Macquarie

Bank Limited as prepayment of facility fees that will become due under the Performance Bond Facility Agreement

between Tamboran (West) Pty Limited, as borrower, Tamboran Resources Pty Ltd., as guarantor, and Macquarie Bank

Limited, as lender, dated December 19, 2024 (Refer Note 12).

September 2025 Issuance of Common Stock as Termination Payment

On July 28, 2025, the employment of Joel Riddle, the former Chief Executive Officer (“CEO”) and board member of

the Company, was terminated and consequently Mr. Riddle resigned fromthe board of directors (the“Board”). The

Company issued 50,000 shares of common stock at a price of$19.75 per share to Mr. Riddle as a part of his termination

payment package.

October 2025 Issuance of Common Stock under Public Offering

On October 27, 2025, the Company issued 2,673,111 shares of common stock for$21.00 per share under a public

offering. Total proceeds from the issuance was$56.1 million. The Company incurred$3.9 million in transaction expenses

related to this issuance.

November 2025 Share Purchase Plan

On November 24, 2025, the Company issued 107,558,800 CDIs at a price of A$0.162 per CDI, the equivalent of

537,794 shares of common stock at a price of$20.93 per share, pursuant to the Share Purchase Plan opened by the

Company on October 30, 2025. Total proceeds from the Share Purchase Plan was$11.3 million (A$17.4 million).

December 2025 Issuance of Common Stock Against Vested Equity Awards

On December 4, 2025, the Company issued 7,700,000 CDIs at a price of$0.109 per CDI, the equivalent of 38,500

shares of common stock at a price of$21.73 per share upon the conversion of RSUs granted to certain eligible employees

of the Group.

On December 9, 2025, the Company issued 7,650 shares of common stock at a price of$21.73 per share upon

conversion of RSUs granted to certain eligible employees of the Group.

On December 12, 2025, the Company issued 2,309 shares of common stock at a price of$20.99 per share and 5,002

shares of common stock at a price of$19.99 per share upon conversion of RSUs granted to a member of the Board.

On December 15, 2025, the Company issued 30,012 shares of common stock at a price of$19.99 per share upon

conversion of RSUs granted to eligible directors, approved June 17, 2024.

January 2026 Issuance of Common Stock under Subscription Agre ements

In October 2025, the Company entered into a subscription agreement(the “PIPE”) with certain investors, including:

Mr. Bryan Sheffield, Mr. Scott Sheffield and other directors and certain of our employees and officers (the “PIPE

Investors”). The PIPE entered into between the Company and the PIPE investors closed on January 16, 2026 upon issuance

of 1,524,377 shares of common stock for$21.00 per share by the Company.

February 2026 Issuance of Common Stock Against Vested Equity Awards

On February 5, 2026, the Company issued 2,505 shares of common stock at a price of$20.99 per share upon

conversion of RSUs granted to a member of the Board.

On February 24, 2026, the Company issued 25,271 shares of common stock at a price of$25.74 per share upon

conversion of fully vested RSUs granted to Mr. Richard Stoneburner, Chairman of the Board, as compensation for his

services rendered in the capacity of the Interim Chief Executive Officer (“CEO”) before the appointment Mr. Todd Abbott

as the Group's new CEO.

Note 9 – Stock-Based Compensation

Milestone Options

During thenine months ended March 31, 2026, the Group didnot grant any new milestone options to its employees

and 12,900,000 milestone options were forfeited.

As a result of the forfeitures during the prior period, there was a reversal of$1.0 million of previously recorded

expense during thenine months ended March 31, 2026. The Company accelerated the recognition of the remaining expense

for milestone options during the fiscal year ended June 30, 2025 and the Group recognized$0.1 million as stock-based

compensation expense related to milestone options for thenine months ended March 31, 2025.

Employee Restricted Stock Units

On August 6, 2024, the Group adopted the 2024 Incentive Award Plan (the“2024 Plan”). As of March 31, 2026, the

maximum number of shares of common stock that may be issued under the 2024 Plan was 1,600,000 shares.

The 2024 Plan, allows, among other things, for the grant of Restricted Stock Units (“RSUs”). On August 6, 2024, the

Group issued RSUs to certain eligible service providers, employees and executive officers (the “participants”) to provide

them an opportunity to participate in the growth and profits of the Group and to attract, motivate, and retain their services

to promote the long-term success of the Group.

On August 6, 2024, the Company granted 47,400 Restricted Stock Units (“Retention Awards”) to its employees in

Australia and U.S. The Retention Awards granted to Australian employees entitle them to CDIs representing 39,250 shares

of common stock (each CDI represents 1/200 th of a share of common stock). Similarly, the Retention Awards granted to

U.S. employees entitle them to 8,150 shares of common stock. The vesting conditions state that all Retention Awards will

vest in full on December 31, 2025, provided the employees remain in service as of the vesting date. The fair value at grant

date of the Retention Awards was$21.73 per common stock and$0.109 per CDI.

On August 6, 2024, the Company also granted 795,000 Restricted Stock Units (“IPO Awards”) to its employees in

Australia and U.S. The IPO Awards granted to Australian employees entitle them to CDIs representing 620,000 shares of

common stock. Similarly, the IPO Awards granted to U.S. employees entitle them to 175,000 shares of common stock. The

IPO Awards will vest in following three tranches:

•Tranche 1 –397,500 IPO Awards granted to Australian and U.S. employees will vest in full on July 3, 2027,

provided the employee remains in service as of the vesting date. The fair value at grant date of Tranche 1 was

$21.73 per common stock and$0.109 per CDI.

•Tranche 2 –98,750 IPO Awards granted to Australian and U.S. employees will vest subject to the completion

of the Group’s Phase 1 Development Plan to establish first production of the Shenandoah South Pilot Project

and establish first production of 40 TJ/d measured by completion of the milestones (“Vesting Trigger

Conditions”). Full vesting of Tranche 2 may occur at any time between July 3, 2027, and July 3, 2029, should

the Vesting Trigger Conditions be satisfied, or unless otherwise determined by the Board of the Company. The

fair value at grant date of Tranche 2 was$21.73 per common stock and$0.109 per CDI.

•Tranche 3 –298,750 IPO Awards granted to Australian and U.S. employees will vest subject to the Company’s

Total Shareholder Return (“TSR”) reaching or exceeding the 75th percentile of the Benchmark Index TSR

between July 3, 2027, and July 3, 2029. TSR will be measured against the S&P SmallCap 600 Energy (or any

other market index determined by the Board in their sole discretion) (“Benchmark Index”) over the same

performance measurement period. The fair value at grant date of Tranche 3 was$19.64 per common stock and

$0.098 per CDI.

The grant date fair value of the Tranche 3 RSUs were determined through the use of the Monte Carlo simulation

method. This method requires the use of subjective assumptions such as the price and the expected volatility of the

Company’s common stock and its self-determined peer group companies’ stock, risk free rate of return, and cross-

correlations between the Company and its peer group companies. Expected volatilities for the Company and each peer

company utilized in the model are estimated using a historical period consistent with the awards’ remaining performance

period as of the grant date. The risk-free interest rate is based on the yield on U.S. Treasury Constant Maturity for a term

consistent with the remaining performance period. The valuation model assumes dividends, if any, are immediately

reinvested.

The following table summarizes the assumptions used to calculate the grant date fair value of the Tranche 3 RSUs

granted on August 6, 2024:

The Retention Awards and IPO Awards entitle the participants to receive the equivalent value (in cash or shares of

common stock/CDIs) of dividends paid on shares of common stock and CDIs, respectively.

The RSUs are not transferable. There are no participation rights or entitlements inherent in the RSUs, and the

participants will not be entitled to participate in new issues of capital offered to stockholders or holders of CDIs.

If the Company makes a bonus issue of common stock, CDIs, or other securities to existing stockholders or holders

of CDIs (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment), the number of

shares of common stock or CDIs that must be issued on the exercise of a Retention Award or IPO Award, respectively, will

be increased by the number of shares of common stock or CDIs that the participant would have received if the participant

had exercised the RSUs before the record date for the bonus issue.

A summary of the Group's employee RSUs activity for thenine months ended March 31, 2026 is as follows (in

numbers and dollars):

(1) As of March 31, 2026,605,000 RSUs are expected to vest.

The following table presents the stock-based compensation costs recognized related to our RSUs for the three and

nine months ended March 31, 2026 (in thousands, except remaining contractual term):

2025 Director Restricted Stock Units

On January 1, 2025, the Company granted 27,281 Director RSUs for which each awarded RSU represented an

unfunded, unsecured right to receive a share of the Company’s common stock. These awards have a cliff-vesting period of

one year. The fair value on grant date of the RSUs was$20.99 per unit.

Additionally on May 16, 2025, in conjunction with the TB1 A&R JVSA, the Company granted 35,014 Director

RSUs under the 2024 plan for which each awarded RSU represented an unfunded, unsecured right to receive a share of the

Company’s common stock. The awards vesting date is the earlier of the one year anniversary of the grant date and the date

of the next annual shareholders’ meeting occurring after the grant date, subject to continued service. The Company used a

vesting date of the next shareholders meeting subsequent to the grant date, which took place in December 2025. The fair

value on the grant date of these RSUs was$19.99 per unit.

On December 4, 2025, the Company granted 25,271 fully vested Director RSUs under the 2024 plan to Mr. Richard

Stoneburner, Chairman of the Board (then Interim Chief Executive Officer“Interim CEO”) for which each awarded RSU

represented a right to receive a share of the Company’s common stock. For thenine months ended March 31, 2026, the

Company recognized$0.7 million in stock-based compensation expense related to these awards.

During thenine months ended March 31, 2026, a total of 37,323 shares of common stock were issued for RSUs

granted in May of 2025 and December of 2024. For thenine months ended March 31, 2026, the Company recognized$0.8

million in stock-based compensation expense related to these Director awards.

2026 Director and CEO Restricted Stock Units

On January 10, 2026, the Company granted 65,320 RSUs to Mr. Todd Abbott in connection with his appointment as

the Company’s new CEO (the“Initial Award”). Each awarded RSU represents an unfunded, unsecured right to receive a

share of the Company’s common stock.

The RSUs vest in four tranches, subject to continued service with the Company and, for a portion of the award, the

achievement of specified performance conditions, as follows:

•10,887 RSUs which shall vest in full on January 15, 2027;

•10,887 RSUs which shall vest in full on January 15, 2028;

•10,886 RSUs which shall vest in full on January 15, 2029;

•32,660 RSUs which shall vest in full on January 15, 2029, subject to market‑based performance conditions.

The Group has elected to use the accelerated attribution method for awards with graded vesting features. Under this

method, each vesting tranche of an award is treated as a separate award and expensed over its respective vesting period.

The final tranche of the RSU award is subject to market‑based vesting conditions tied to the Company’s total

shareholder return (“TSR”) over a specified performance period measured relative to the S&P SmallCap Energy 600 Index

(the “Benchmark Index”). The number of RSUs eligible to vest ranges from below target to maximum, depending on the

Company’s TSR performance relative to the annualized rate of return of the Benchmark Index, as defined in the applicable

award agreement. The grant‑date fair value of this market‑based award was determined using a Monte Carlo simulation

model, which incorporates assumptions related to expected stock price volatility, risk‑free interest rates, dividend yields,

and the correlation between the Company’s stock price and the Benchmark Index. The fair value as of the grant date was

$17.78 with the resulting compensation cost recognized over the service period.

On January 15, 2026, the Company also granted 123,754 RSUs to Mr. Todd Abbott in connection with his

appointment as the Company’s new CEO (the“Make Whole Award”). Each awarded RSU represents an unfunded,

unsecured right to receive a share of the Company’s common stock. The Make Whole Award vests in full on January 15,

2029 subject to continued service with the Company.

For the three andnine months ended March 31, 2026, the Company recognized$0.4 million, respectively, in stock-

based compensation expense related to the Initial and Make Whole Awards.

Note 10 – Income Taxes

The effective tax rates for the three months and nine months ended March 31, 2026, and 2025 werenil. The Group’s

effective tax rate differed from the applicable statutory income tax rate primarily due to operating losses incurred for the

three months and nine months ended March 31, 2026, and 2025. As of March 31, 2026, the Group has unrecognized

accumulated losses for tax purposes in the amount of$512.5 million, which may be carried forward and offset against

taxable income in the future for an indefinite period, subject to meeting Australian tax rules around continuity of ownership

or business continuity test.

On July 4, 2025, the U.S. government enacted The One Big Beautiful Bill Act (“OBBBA”) which includes, among

other provisions, changes to the U.S. corporate income tax system such as allowing of immediate expensing of qualifying

domestic research and development expenses and permanent extensions of certain provisions within the Tax Cuts and Jobs

Act. Certain provisions of the OBBBA are effective for the Group beginning in fiscal year 2026. The OBBBA did not have

any impact on the Group’s interim financial statements for the three months ended March 31, 2026 and is not expected to

have an impact on the Group’s annual financial statements for the year ending on June 30, 2026. For additional information

regarding the Group's income tax matters, refer to the section entitled “Income Taxes” of our Annual Report on Form 10-K

for the fiscal year ended June 30, 2025.

As of March 31, 2026, and June 30, 2025, the Group didnot have any uncertain tax positions.

Note 11 – Loss Per Share

Basic net loss per share applicable to common stockholders is computed by dividing earnings applicable to common

stockholders by the weighted average number of common shares outstanding. Diluted loss per share assumes the

conversion of any convertible securities using the treasury stock method.

The computations for basic and diluted loss per share are as follows (in thousands, except shares and per share

amounts):

The Company’s potentially dilutive shares, which include outstanding milestone options and RSUs, havenot been

included in the computation of diluted net loss per share for the three months andnine months ended March 31, 2026, and

2025 as the result would be anti-dilutive.

Note 12 – Commitments and Contingencies

From time to time, the Group may be subject to various claims, title matters and legal proceedings arising in the

ordinary course of business, including environmental contamination claims, personal injury and property damage claims,

claims related to joint interest billings and other matters under natural gas operating agreements and other contractual

disputes. The Group maintains general liability and other insurance to cover some of these potential liabilities. All known

liabilities are fully accrued based on the Group’s best estimate of the potential settlement amount. While the outcome and

impact on the Group cannot be predicted with certainty, the Group believes that its ultimate liability with respect to any

such matters will not have a significant impact or material adverse effect on its financial positions, results of operations or

cash flows. Results of operations and cash flows, however, could be significantly impacted in the reporting periods in

which such matters are resolved.

Capital Commitments

Sweetpea

Sweetpea’s committed spend as of March 31, 2026, was$23.9 million, which was related totwo licenses, EP 136

with total commitments of$14.4 million and EP 143 with total commitments of$9.5 million.

A variation application for EP 136 was submitted to the Department of Mining and Energy (“DME”) in November

2025, requesting an extension of the permit for a period of 18 months to January 2031. This application remains under

review. As such, the Group maintains a minimum work program commitment of $14.4 million.

An application for EP 143 was submitted to DME in March 2026 requesting a variation of the minimum work

program for years 3, 4 and 5 and extension of the term to December 31, 2029. The total minimum work program

commitments remained the same at$9.5 million.

EP 161

For the EP 161 working interest, we are obligated to contribute our share of expenses to uphold our stake in this

permit, for which Santos Limited is the operator. An application was approved in December 2025 to extend the term of the

exploration permit and the required work program which includes the drilling and stimulation oftwo horizontal wells,

along with related geological and geophysical studies, for a period of 12 months to March 2027. Our commitment through

March 2027 is expected to be$6.0 million based on the approved minimum work requirements. There areno minimum

commitment requirements after March 2027.

Beetaloo Joint Venture

A variation application was submitted to DME in September 2025 to vary the minimum work program for years 3, 4

and 5. This program remains under review. The terms of the Beetaloo Joint Venture continue to necessitate specific

minimum work obligations through May 2028. These commitments include an expected spend of$65.3 million related to

drilling and multi-stage hydraulic fracturing offour wells, 3D seismic survey, and subsurface studies, with expenditure

across EP 76 of$11.0 million, EP 98 of$42.3 million and EP 117 of$12.0 million.

Midstream

Committed spend remaining for the SPCF project as of March 31, 2026, was$8.5 million which was related tothe

remaining procurement, engineering construction, testing, inspection and commissioning of the facility.

Environmental

The Group’s operations are subject to risks normally associated with drilling, completion and production of oil and

gas, including blowouts, fires, and environmental risks such as oil spills or gas leaks that could expose the Group to

liabilities associated with these risks.

In the Group’s acquisition of existing or previously drilled well bores, the Group may not be aware of prior

environmental safeguards, if any, that were taken at the time such wells were drilled or during such time the wells were

operated. The Group maintains comprehensive insurance coverage that it believes is adequate to mitigate the risk of any

adverse financial effects associated with these risks.

However, should it be determined that a liability exists with respect to any environmental cleanup or restoration, the

liability to cure such a violation could still fall upon the Group. No claim has been made, nor is the Group aware of any

liability which the Group may have, as it relates to any environmental cleanup, restoration, or the violation of any rules or

regulations relating thereto except for the matter discussed above.

Legal Proceedings

The Group is a party to legal proceedings encountered in the ordinary course of its business. While the ultimate

outcome and impact to the Group cannot be predicted with certainty, in the opinion of management, it is remote that these

legal proceedings will have a material adverse impact on the Group’s condensed consolidated financial condition, results of

operations or cash flows.

Other Commitments and Contingencies

As part of its ongoing business and operations, the Group is required to provide bank letters of credit and bank

guarantees for various purposes, including environmental remediation, reclamation, construction costs and other general

corporate purposes.

On December 19, 2024, TR Ltd., as guarantor, entered into the Facility Agreement with TR West, as borrower, each

a wholly-owned subsidiary of the Company, as obligors, and Macquarie, as lender. The Facility Agreement provides TR

West with A$25.0 million in availability (“Facility A”) for letters of credit and bank guarantees (“performance bonds”),

and includestwo additional performance bond facilities, each in the amount of A$5.0 million (“Facility B” and “Facility

C,” respectively, and collectively, the “Facilities”). Availability under the Facility B and Facility C was subject, among

other conditions, to the Company raising additional capital in the amounts of at least A$62.5 million and A$75.0 million,

respectively, which occurred in July 2025 following completion of that equity raise. Accordingly, the full A$35.0 million is

currently available. All Facilities terminate on December 19, 2027. The obligations under the Facility Agreement are

unconditionally guaranteed on a senior secured basis by TR Ltd.

The Facilities are subject to customary representations, warranties and ongoing affirmative and negative covenants

and agreements. The Group is required to maintain minimum liquidity of A$20.0 million and have a current ratio of at least

1:1. The Facility Agreement provides for events of default that include, among others, nonpayment of any amount due

under the Facility Agreement, breach of covenants and certain events of bankruptcy or insolvency. If an event of default

occurs, Macquarie will be able to, among other things, terminate the commitments immediately, declare any amounts

outstanding to be due and payable in whole or in part, and exercise other rights and remedies. The Group was in

compliance with all terms of the Facility Agreement as of March 31, 2026.

In relation to Facility A, the Group incurred an establishment fee of A$0.5 million. The outstanding letters of credit

and bank guarantees under the Facilities are subject to a drawdown fee of 10% per annum, payable quarterly in arrears. The

Group is also required to pay a commitment fee of 4% per annum, payable quarterly in arrears, on the average monthly

unused amount of the Facilities. If the Group fails to pay any amount payable under the Facility Agreement by the due

date, interest accrues on the overdue amount at a rate of 12% per annum, payable quarterly in arrears.

As of March 31, 2026, there was A$32.2 million of letters of credits issued under the Facility Agreement. As of

March 31, 2026 there was A$1.7 million of unused credit under Facility A and A$1.1 million of unused credit under

Facility B and Facility C.

Costs incurred in connection with securing the Facility Agreement, including fees paid to legal advisors and third

parties, are deferred and amortized to interest expense over the term of the Facility Agreement. As of March 31, 2026, total

unamortized debt issuance costs were A$0.6 million. During the three months and nine months ended March 31, 2026, the

Group recorded A$0.1 million and A$0.2 million, respectively, as amortization of deferred debt issuance costs as a part of

interest expense.

In December 2024, Tamboran B1 Operator signed a Development Agreement (“DA”) with APA Group (“APA”) that

defines the conditions under which APA will design and construct the SPP. Under the DA, Tamboran B1 Operator is

required to put in place bank guarantees that cover approximately two-thirds of APA’s projected construction cost. As of

March 31, 2026, Tamboran had drawn down A$27.4 million in bank guarantees related to the SPP. Pursuant to the Gas

Transportation Agreement (“GTA”) signed with APA, the bank guarantees will be reduced or released by APA once

certain performance conditions are met related to well flow test performance or first gas has been delivered to the NT

Government under the Gas Sales Agreement (“GSA”). APA may call on the bank guarantees if certain defaults under the

DA or GTA remain unremedied, which in turn triggers a requirement by Tamboran B1 Operator to deposit cash amounts

sufficient to cover the bank guarantees under the Facility Agreement with Macquarie.

Note 13 – Related Party Transactions

The Group transacts with H&P and Mr. Bryan Sheffield (“Mr. Sheffield”) identified as related parties. The

transactions during thenine months ended March 31, 2026 with these related parties are as follows.

H&P

During the year ended June 30, 2024, the Group entered into a strategic alliance with H&P and secured a$15.0

million equity investment from H&P (and as a consequence, Mr. John Bell, a member of the H&P Executive Leadership

Team (the “H&P appointee”) was appointed as a director of the Group). The strategic alliance resulted in H&P supporting

the Group’s development plans in the Beetaloo Basin through their equity investment in the Company while at the same

time executing on H&P’s strategy to gain more international exposure through the use of drilling rigs in Australia.

On July 1, 2023, a lease commenced with H&P for the use of the FlexRig® for an initial 25-month period (Refer

Note 4). During thenine months ended March 31, 2026, Mr. Bell resigned from his position as a director of the Group.

Consequently, H&P is no longer a related party of the Group.

Mr. Sheffield

During thethree months andnine months ended March 31, 2026, the Group transacted with DWE and DWI, which

are wholly owned by Formentera Australia Fund, LP, which is managed by Formentera Partners, LP, a private equity firm

of which Mr. Sheffield serves as managing partner. Mr. Sheffield has been a shareholder in the Company since November

The Group and DWE jointly own a 50/50 joint venture referred to as TB1 and the Group and DWI jointly own a

50/50 joint venture referred to as SPCF Sub Trust (Refer Note 2).

During thethree months andnine months ended March 31, 2026, DWE’s share of expenditure for the Beetaloo Joint

Venture for which contributions were due was$18.3 million and$49.2 million, respectively. As of March 31, 2026, the

Group had a joint interest billing receivable owing from DWE in the amount of$0.2 million.

Subsequent to the announcement of the Falcon Acquisition, DWE and the Group entered into an arrangement to

cover and pay (in agreed upon proportions for different areas of interest) for the cash calls due from Falcon to TB2. The

Group will be required to refund the amount paid by DWE for Falcon cash calls if the Group’s plan to acquire Falcon is

cancelled. As of March 31, 2026, the Group has a payable, in accounts payable and accrued expenses, owing to DWE of

$1.2 million, which represents the portion of Falcon cash calls DWE has paid to date.

During thethree months andnine months ended March 31, 2026, DWI’s share of expenditure for SPCF was less than

$0.1 million, which related to the SPCF expansion project, as SPCF Sub Trust reimbursed DWI for the contributions made

for the SPCF during three months ended September 30, 2025. All SPCF expenditures, incurred during the three monthsand

nine months ended March 31, 2026, with the exception of expenditures for the SPCF expansion, were funded through long-

term debt under the Syndicated Facility. As of March 31, 2026, there were no joint interest billings owing to DWI or

receivable from DWI as the expenditure is expected to be funded by Syndicated Facility through the end of construction

(Refer Note 6).

Note 14 – Subsequent Events

Brisbane Office Lease Modification

On April 1, 2026, the Group modified its office lease in Brisbane, Australia, to expand the leased area in the office

premises from May 2026. The modification also revised the monthly base rent, provided new lease incentives and extended

the expiry date of the lease byone year. Base rent for this lease will increase by$0.1 million for year one, increasing 3.75%

annually thereafter until the expiry of this lease.

EP 143 Permit Application

On April 27, 2026, DME denied the Group’s application for the variation of the minimum work program for years 3,

4 and 5 and the extension of the term to December 31, 2029 for EP 143. Noting the ongoingsix‑month suspension granted

in December 2025 which has not been fully utilized, the Group may reapply for the extension closer to the end of the

current calendar year.

Public Offerings

In April 2026, the Company completed (i) an underwritten public offering of 3,400,093 shares of common stock at a

price to the public of$35.00 per share, inclusive of the underwriters’ exercise of their overallotment option, for total gross

proceeds of approximately$119.0 million, (ii) a registered direct institutional entitlement offer of 1,013,110 shares of

common stock, also at a price of$35.00 per share, for eligible holders of common stock approximately$35.4 million in

gross proceeds and (iii) an accelerated non-renounceable institutional entitlement offer, issuing 148,308,400 CDIs

underpinned by 741,542 shares of common stock to eligible securityholders outside the United States for total gross

proceeds of approximately A$37.1 million (US$26.0 million). On May 1, 2026, the Company settled its retail entitlement

offer, issuing 99,375,000 CDIs underpinned by 496,875 shares of common stock to eligible retail securityholders outside

the United States, for total gross proceeds of approximately A$24.8 million (US$17.9 million).

Proceeds from the offerings are expected to fund additional drilling in the Pilot Area, resource delineation in the

P2DA Acreage and the Beetaloo Central Development Area (BCDA), drilling in the EP 161 acreage, working capital and

other general corporate purposes.

Facility Agreement

On May 13, 2026, the Board approved an increase in the total facility limit with Macquarie from A$35.0 million to

A$40.0 million by way of new Facility D for A$5.0 million. The documents are in agreed form and expected to be

executed on or around May 15, 2026, subject to completion of customary conditions precedent. In addition to the increase

in the total facility limit, several other amendments have been made to the terms of the Facility Agreement including a

reduction in the Minimum Liquidity threshold from A$20.0 million to A$10.0 million and a reduction in the compliance

reporting obligations.

Long-term Debt under Syndicated Facility

Through May 13, 2026, total drawdowns of$2.9 million,$0.6 million and$3.5 million were made from the

Syndicated Facility for Tranches 1A , 1B and 2, respectively.

The Group has evaluated its subsequent events occurring after March 31, 2026, through May 13, 2026, which

represents the date these condensed consolidated financial statements were available to be issued. No further subsequent

events have been identified that would require disclosure in these condensed consolidated financial statements.