Tamboran Resources Corp

Note 3 –Falcon Acquisition

On September 30, 2025, Tamboran and its wholly owned subsidiaries, Tamboran (Beetaloo) Pty Ltd (“Australia Sub”), and Tamboran Resources Investments Holding Corporation (“U.S. Sub”), entered into an agreement, as amended on March 31, 2026, (the “Arrangement Agreement”) to acquire (the “Arrangement” or the “Falcon Acquisition”) all of the subsidiaries of Falcon Canada.

Pursuant to the Arrangement Agreement, on May 28, 2026, (a) Australia Sub acquired from Falcon Canada approximately 98.1% of the issued and outstanding equity interests (the “Falcon Australia Interests”) of Falcon Australia, and (b) U.S. Sub acquired from Falcon Canada all of the issued and outstanding equity interests (together with the Falcon Interests, the “Subject Interests”) of (i) Falcon Hungary, (ii) Falcon Ireland (iii) Falcon Holdings and (iv) Falcon South Africa, for consideration of $6.2 million in cash (the “Cash Consideration”) and 6,537,503 shares (the “Stock Consideration”) of Tamboran common stock. A note receivable due from Falcon Australia was assigned by Falcon Canada to Tamboran Resources Pty Ltd for a consideration of $17.4 million.

Tamboran also entered into consulting agreements with certain directors, officers and consultants of Falcon Canada, pursuant to which Tamboran issued to those directors and officers options to purchase an aggregate of 369,084 shares of Tamboran common stock at an exercise price of $21.94 per share. Refer to Note 11 for additional discussion.

Pursuant to the Corporations Act, Australia Sub became obligated to compulsorily acquire the remaining 1.9% of the issued and outstanding equity interests of Falcon Australia (the “FOGA minority stock”) held by the shareholders other than Australia Sub (the “FOGA minority holders”) following completion of the Transaction. Australia Sub will proceed with the compulsory acquisition of all FOGA minority stock for cash consideration at a price per share no less than the price paid to Falcon Canada for the Falcon Australia Interests, unless a FOGA minority holder is eligible to be classified as a sophisticated investor. FOGA minority holders determined to be sophisticated investors, will have an option to redeem their FOGA minority stock in cash or in fixed number of shares of Tamboran common stock based on TBN’s closing share price of $33.61 per share, on May 29, 2026. The fair value of FOGA minority stock held by sophisticated investors was classified as “Redeemable noncontrolling interest” in the Group’s consolidated balance sheet as of June 30, 2026. The remaining portion of the fair value of FOGA minority stock which is expected to be settled in cash was classified as “Other current liabilities” in the Group’s consolidated balance sheet as of June 30, 2026.

Management determined that substantially all of the fair value of the gross assets acquired were concentrated in theunproved natural gas propertiesand have therefore accounted for the Transaction as an asset acquisition and allocated the purchase price based on the relative fair value of the assets acquired and liabilities assumed.

The following table summarizes the consideration transferred, the net assets acquired and liabilities assumed pursuant to the Transaction (in thousands):

(1) The equity consideration includes fair value of Tamboran's common stock of $224.5 million (Refer Note 10) and grant date fair value $2.3 million related to Tranche 1 of the stock options granted to certain directors, officers and consultants of Falcon Canada (Refer Note 11). The fair value of common stock was determined based on the issuance of 6,537,503 shares at the closing price of $34.34 per share on NYSE at May 28, 2026.

(2) For the purpose of purchase price allocation, fair value of unproved properties is based on the acreage multiple and resource multiple approaches which utilized enterprise value of the comparable listed companies operating in Australia and comparable transactions involving targets operating in Australia.

(3) The FOGA minority stock mandatorily redeemable in cash is recorded at fair value in “Other current liabilities” valued using both observable (Level 2) and unobservable (Level 3) inputs based on the redemption value and the enterprise value of Falcon Australia.

(4) The fair value of FOGA minority stock with an option to redeem in cash or in fixed number of shares of Tamboran common stock is recorded as “Redeemable noncontrolling interest” valued using both observable (Level 2) and unobservable (Level 3) inputs based on the enterprise value of Falcon Australia.

Note 4 – 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 Limited (“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 consolidated financial statements. TB1 has no assets that are collateral for or restricted solely to settle its obligations. The creditors of TB1 do not 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, between Tamboran and Daly Waters, in terms of equity interest and operated blocks in respect of the specific area. During the period 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 by approximately 100,000 acres and rebranded it as the “Phase 2 Development Area” or “P2DA” or “Orion”. 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 Entities, which has been substantially completed as of June 30, 2026 with the compulsory acquisition of all FOGA minority stockholders to be completed subsequent to June 30, 2026 (Note 3). As of June 30, 2026, the realignment remains subject to regulatory approvals and other conditions precedent.

•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 (“BCDA”) to the relevant parties in accordance with the Checkerboard Strategy. As of June 30, 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 BCDA) to the relevant parties in accordance with the Checkerboard Strategy. As of June 30, 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 BCDA. The Farm-In Agreement provides for a staged earn-in of up to approximately $28,500,000, subject to structured off-ramp provisions. Completion is subject to certain conditions precedent.

The Northern Territory Department of Mining and Energy notified the Group on May 29, 2026 of its intention to grant the retention licenses and subsequently extended the acceptance period from August 27, 2026 to November 25, 2026. Pursuant to the JVSA Addendum, the Group and DWE intend to transfer the retention license applications to the proposed license holders prior to the grant of the retention licenses. Prior to the transfer of the retention license applications occurring, DWE would have the right, under the TB1 JVSA, to assume the role of Manager of TB1 in the event that certain future conditions are met. 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 Group has assessed that it is remote that any of these future conditions will occur prior to transfer of the retention license applications.

The following table summarizes the carrying amounts of TB1’s assets and liabilities included in the Group’s consolidated balance sheet for the year ended June 30, 2026 and 2025 (in thousands):

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 consolidated financial statements. SPCF Sub Trust has no assets that are collateral for or restricted solely to settle its obligations. The creditors of SPCF Sub Trust do not 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 consolidated balance sheet as of June 30, 2026 and 2025 (in thousands):

Note 5 – Property, Plant and Equipment & Natural Gas Properties

Natural Gas Properties

The Group held the following unproved natural gas properties as of June 30, 2026 and 2025 amounting to $807.0 millionand$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 were not being depleted for the years ended June 30, 2026 and 2025, respectively. 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 the years ended June 30, 2026 and 2025, the Group recognizedno impairment related to unproved natural gas properties.

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 June 30, 2026, construction of the facility is 90% complete with total project completion of 93%. The Group held total assets under construction related to the SPCF as of June 30, 2026 and June 30, 2025 of $72.3 million and $24.4 million, respectively. These costs of construction include $6.2 million of capitalized borrowing costs for the year ended June 30, 2026. Refer to Note 8 for additional discussion.

The SPCF, with capacity of approximately 50 TJ/d and contracted volumes of 40 TJ/d (approximately 41 MMcf/d) SPCF is expected to be connected to the Amadeus Gas Pipeline (“AGP”) via the construction of the 37-kilometer (23-mile) Sturt Plateau Pipeline (“SPP”) subject to achieving project milestones. In September 2026, Tamboran commenced the commissioning of SPCF with initial gas sales from the Group's Shenandoah South 2 pad.

Property, Plant and Equipment

The following table summarizes the carrying amounts of held property, plant and equipment, including leasehold improvements, as of June 30, 2026 and 2025 (in thousands):

Depreciation expense for property plant and equipment for the years ended June 30, 2026, and 2025 was less than$0.1 million and$0.1 million, respectively.

Note 6 – Leases

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 June 30, 2026, the end date of the drilling contract for the current rig is March 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 15.9% per annum, which was recognized in finance lease liabilities in the consolidated balance sheet.

The following table presents the classification and location of the Group’s leases on the consolidated balance sheets (in thousands):

The following table presents the components of the lease costs as of June 30, 2026 and 2025 (in thousands)::

The following table presents the cash flow information related to lease payments for the years ended June 30, 2026 and 2025(in thousands):

The following table presents supplemental information for the Group’s non-cancellable leases for the years ended June 30, 2026 and 2025:

As of June 30, 2026, the Group’s undiscounted minimum cash payment obligations for its lease liabilities are as follows (in thousands):

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

Note 7 – Accounts Payable and Accrued Expenses

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

The execution of Checkerboard Sale and Purchase Deeds in March 2026 (see Note 4), crystallized an obligation for the Group to pay stamp duty based on the assessed value of the Checkers. As of June 30, 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. This submission occurred on June 2, 2026 and is expected to be settled after June 30, 2026.

The completion of Falcon Acquisition (see Note 3) resulted in an obligation for the Group to pay stamp duty based on the assessed fair value of the Subject Interests. As of June 30, 2026, the Group has estimated this stamp duty payable to be $10.2 million. The Group had not lodged the stamp duty assessment with the NT Government as of June 30, 2026.

Note 8 – 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 consolidated balance sheet. As of June 30, 2026 the Group had $1.9 million in unamortized debt issuance costs related to the 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 plus a 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.

For the year ended June 30, 2026 drawdowns of $25.3 million, $5.0 million, $30.3 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 June 30, 2026 the total gross amount of borrowings under our Syndicated Facility Agreement was $60.6 million. Interest expense on the Syndicated Facility Agreement of $6.2 million was capitalized as a part of “Assets under construction - natural gas equipment” on the Group’s consolidated balance sheet for the year ended June 30, 2026.

Note 9 – Asset Retirement Obligations

The Group recognizes the liability for an asset retirement obligation at their 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 for the year ended June 30, 2026.

The reconciliation of changes in asset retirement obligations is as follows (in thousands):

Note 10 – Stockholders’ Equity

Movement in Common Stock

Holders of common stock of the Company are entitled to participate in any dividends declared and any proceeds attributable to common stockholders should the Company be wound up, in proportions that consider both the number of shares held and the extent to which those common stock are paid up. Holders of shares of the Company’s common stock are entitled toone vote for each share of record on all matters on which stockholders are entitled to vote generally. The holders of the CDIs are the beneficial owners of, and generally have the same voting, economic and other rights as holders of our common stock, although they are required to exercise those rights indirectly through a depositary who holds shares of common stock.

No dividends have been declared or paid by the Company through June 30, 2026 and 2025.

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.

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 from the 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 Agreements

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.

April 2026 Issuance of Common Stock under Public Offering

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 ($26.0 million).

May 2026 Issuance of Common Stock under Retail Entitlement Offering and in Connection with the Falcon Acquisition

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 ($17.4 million).

On May 28, 2026, the Company issued 6,537,503 shares of its common stock at a price of $34.34 per share as a part of consideration for Falcon Acquisition. Refer to Note 3 for further details.

June 2026 Issuance of Common Stock Against Vested Equity Awards

On June 4, 2026, the Company issued 9,584 shares of common stock at a price of $62.93 per share in connection with the exercise of milestone options granted to certain employees of the Group.

On June 25, 2026, the Company issued 6,667 shares of common stock at a price of $21.73 per share upon conversion of RSUs granted to certain eligible employees of the Group.

Note 11 – Stock-based Compensation

Historically, incentives offered to the Board, employees and consultants have included a combination of options, warrants, and employee share scheme (“ESS”) instruments having either fixed exercise prices or variable prices based on multiples of the fair market value of the enterprise at grant date.

Equity Incentive Plan

The Group adopted the 2021 Equity Incentive Plan (“2021 EIP”) in order to assist in the motivation and retention of selected employees and directors. Below is a summary of the terms and conditions of the options issued under the 2021 EIP.

The Group didnot grant any new milestone options to its employees during the year ended June 30, 2026. The Group recognized a reversal of $1.0 million of previously recorded stock-based compensation expense (as a result of forfeitures) during the year ended June 30, 2026 and recognized $0.1 million as stock-based compensation expense related to milestone options for the year ended June 30, 2025.

During the year ended June 30, 2026,9,584 shares of common stock were issued at a price of $62.93 in connection with the exercise of milestone options by certain consultants. On May 21, 2026, all of the remaining outstanding milestone options granted to the employees of the Group remained unexercised and expired.

Restricted Stock Units

On August 6, 2024, the Group adopted the 2024 Equity Award Plan (the “2024 Plan”). As of June 30, 2026, the maximum number of shares of common stock that may be issued under the 2024 Plan was 2,444,605 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 RSUs (“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 employee 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. During the year ended June 30, 2026,46,150 shares of common stock vested in connection with the Retention Awards.

On August 6, 2024, the Company also granted 795,000 RSUs (“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 the 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 was 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.

The following table presents the stock-based compensation costs recognized related to our RSUs for the year ended on June 30, 2026:

2025 Director Awards

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 ofone 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 the year ended June 30, 2026, the Company recognized $0.7 million in stock-based compensation expense related to these awards.

During the year ended June 30, 2026, a total of 39,828 shares of common stock were issued for RSUs granted in May of 2025 and December of 2024. For the year ended June 30, 2026, the Company recognized $0.8 million in stock-based compensation expense related to these 2025 Director awards.

2026 Director Awards

On May 26, 2026, the Company granted to its non-employee directors 22,613 RSUs (representing an unfunded, unsecured right to receive a share of the Company’s common stock) and 5,438 restricted shares of the Company’s common stock under the 2024 Plan pursuant to elections made by the directors to receive some or all of their annual fees in the form of RSUs or restricted shares. These awards have a cliff-vesting period ofone year. The fair value on grant date of the awards was $33.89 per award.

Additionally on June 1, 2026, the Company granted 26,775 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 has used a vesting date approximating next shareholders meeting, which is expected to take place in November 2026. The fair value on the grant date of these RSUs was $33.10 per award.

As of June 30, 2026,49,388 RSUs and 5,438 restricted shares remained outstanding related to the 2026 Director Awards. The Company recognized $0.6 million in stock-based compensation expense for the 2026 Director Awards for the year ended June 30, 2026.

2026 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 600 Energy 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 123,574 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 year ended June 30, 2026, the Company recognized $0.8 million, in stock-based compensation expense related to the Initial and Make Whole Awards.

Falcon Stock Options

On May 28, 2026, Tamboran entered into consulting agreements with certain directors and officers of Falcon Canada, in connection with the Falcon Acquisition. Pursuant to these consultancy arrangement, Tamboran granted stock options to purchase an aggregate of 369,084 shares of Tamboran common stock issued to those directors and officers. All of these stock options have an exercise price of $21.94 per share with a weighted average grant date fair value of $18.87 per share. Of these options,33% vested immediately (“Tranche 1”) and the remaining options vest intwo equal tranches (“Tranche 2” and “Tranche 3”) on the first and second anniversary of the Falcon Acquisition subject to their continued services over the vesting period.

The fair value of each of these option awards is estimated on the grant date using a Binomial Lattice option pricing model. The expected volatility is based on the historical volatility of the stock of comparable companies. The expected term of the awards is based on the contractual term of the underlying services agreement. The risk free rate for periods within the contractual life of the option is based on the United States Treasury yield curve in effect at the time of grant.

The following table summarizes the assumptions used to calculate the grant date fair value of these stock options on May 28, 2026:

A summary of activity for Falcon stock options is as follows:

For the year ended June 30, 2026, the Group recognized a total stock-based compensation costs of $2.6 million related to Falcon stock options. Of the total costs recognized, $2.3 million related to Tranche 1 which was capitalized as a part of the Falcon Acquisition, while the remaining $0.3 million relating to Tranche 2 and Tranche 3 was recognized in the profit and loss as a part of consultancy, legal and professional fees.

Note 12 – Income Taxes

As of June 30, 2026, the Company owned approximately 98.1% of Falcon Australia. The Company has initiated the compulsory acquisition process for the remaining minority interest and expects to obtain 100% ownership following completion of the statutory process by December 31, 2026. Upon obtaining full ownership, Falcon Australia is expected to join the Australian tax consolidated group, resulting in application of the Australian tax cost-setting rules. Management has considered the expected tax base step-up in determining deferred tax assets and deferred tax liabilities, based on its current expectation that the compulsory acquisition process and subsequent tax consolidation will be completed.

The ultimate deferred tax consequences remain subject to completion of the tax cost-setting process, final determination of available tax attributes and completion of the Australian tax consolidation calculations.

The Group hasno income tax benefit due to operating losses incurred for the years ended June 30, 2026 and 2025 and recognition of a valuation allowance. The following table, which reflects the Group's retrospective adoption of ASU 2023-09, presents a reconciliation of the U.S. federal statutory rate to the Group's effective tax rate, including the amount (in thousands):

Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards.

The Organization for Economic Co-operation and Development's (“OECD”) framework to implement a global minimum corporate tax rate of 15% (calculated on a country-by-country basis) for companies with global consolidated revenues above certain thresholds (“referred to Pillar 2”) has been agreed upon in principle by over 140 countries. While it is not expected that the U.S. will enact legislation to adopt Pillar 2, certain countries in which the Group operates have adopted Pillar 2 legislation or are in the process of introducing legislation to implement Pillar 2. Although the framework provides model rules for applying the minimum tax, countries may enact Pillar 2 differently than the model rules and on different timelines and may adjust their domestic tax incentives in response to Pillar 2. On January 5, 2026, the OECD introduced new guidance including a “Side-by-Side Safe Harbor” for U.S. and other multinational companies where domestic and international tax systems meet certain requirements to coexist with Pillar 2. Under the new guidance, US-parented companies would be exempt from certain aspects of the global minimum tax regime. The package includes a permanent simplified effective tax rate safe harbor and a substance-based tax incentive safe harbor. Additionally, the package extends the transitional country-by-country reporting safe harbor through to 2027. The updated model rules will need to be incorporated into local tax legislation to become effective. The Group will continue to evaluate the impacts of Pillar 2 in our non-U.S. tax jurisdictions. The Pillar 2 rules did not have a material impact on the Group's consolidated financial statements for the years ended June 30, 2026 and 2025.

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 are effective for the Group beginning in fiscal year 2026. The Group is currently evaluating the future impact of these tax law changes on its consolidated financial statements.

Significant components of deferred tax assets (liabilities) are as follows (in thousands):

The Group has provided a full valuation allowance on the net deferred tax asset because management has determined that it is more likely than not that the Group will not earn income sufficient to realize the deferred tax assets during the period. Management will continue to assess the potential for realizing deferred tax assets based upon income forecast data and the feasibility of future tax planning strategies and may record adjustments to the valuation allowance against deferred tax assets in future periods, as appropriate, that could have a material impact on the statement of operations.

As of June 30, 2026, the Group had accumulated tax losses relating to a foreign tax jurisdiction in Australia of $194.5 million and US net operating loss carry-forwards of $4.1 million. The losses are reflected at the relevant countries statutory corporate rate of 30% (Australia) and 21% (USA). Theforeign tax losses carried forward, which have a valuation allowance against them, can be carried forward indefinitely subject to satisfying certain Australian legislative requirements. The Company’s net operating loss carry-forwards in the USA can be carried forward indefinitely.

Falcon Hungarian and Irish operations had carried forward losses which are unrecognized as of June 30, 2026. Recognition of the tax losses for these tax groups will occur when certainty of future operations can be ascertained.

Note 13 – Earnings (Loss) per Share

Basic earnings (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 common stock options, havenot been included in the computation of diluted net loss per share for the years ended June 30, 2026 and 2025 as the result would be anti-dilutive.

Note 14 –Segment and Geographic Information

Operating segments are identified as components of an enterprise about which discrete financial information is available for evaluation by the Chief Operating Decision Maker (“CODM”) in deciding resource allocation and assessing performance.

The Chief Executive Officer (“CEO”) is the Group's CODM who reviews financial information presented on a consolidated basis. The CODM uses consolidated net loss from our consolidated statements of operations for the purposes of making operating decisions, allocating resources and evaluating financial performance. This metric is used to set budgets, evaluate performance, review actual results, and determine whether to pursue acquisitions, or make other capital management decisions. Segment expenses are reflected in our consolidated statements of operations and cash flows, while segment assets are measured through the consolidated assets on the consolidated balance sheets. Accordingly, the Group manages its business activities on a consolidated basis and operates asone operating and reportable segment.

The following table presents long-lived assets information based on the physical location of the assets by geographic region (in thousands):

Note 15 – 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

The estimable future capital commitments related to Group's oil and natural gas activities are as follows (in thousands):

Sweetpea Petroleum Pty Ltd

Sweetpea Petroleum’s minimum committed spend is $24.0 million, which is related totwo licenses, EP 136 with total commitments of $14.5 million and EP 143 with total commitments of $9.6 million.

A renewal 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. The request for this extension was not granted but the DME did grant changes to the program which varied the work program conditions for years 2 through

5, suspended the work program conditions of year 2 for a period of twelve (12) months from July 23, 2026 to July 23, 2027 and extended the term of the EP for a period of twelve (12) months from July 23, 2029 to July 23, 2030. These changes were effective as of July 23, 2026. Refer to Note 17 for further details. The Group maintains a minimum work program commitment of $14.5 million.

An application for EP 143 was submitted and approved by the DME in June 2026 requesting a variation of the minimum work program for years 2 and 3. The total minimum work program commitments remained the same at $9.6 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 to March 2027. Our commitment through March 2027 is expected to be$6.0 million based on approved minimum work requirements. There areno 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. Refer to Note 17 for further details. These commitments include an expected spend of $73.3 million related to drilling and multi-stage hydraulic fracturing offour wells, 3D seismic survey, and subsurface studies, with expenditure across EP 76 of $14.1 million, EP 98 of $43.7 million and EP 117 of $15.5 million.

Midstream

As of June 30, 2026, the Group had contractual commitments of approximately $23.0 million relating to the remaining construction and commissioning of the SPCF project. As indicated in Note 5 above, as of June 30, 2026, construction of the facility was approximately 90% complete and overall project completion was approximately 93%. Given the advanced stage of the project, substantially all of the remaining forecast expenditure required to complete the facility has been contracted and is reflected in the contractual commitment above. All of the committed amount is expected to be settled within six months of the balance sheet date.

Environmental

The Group’s operations are subject to risks normally associated with the 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.

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 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 Bank Limited (“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 is 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. 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 June 30, 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 borrower 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.

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. 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.

As of June 30, 2026, there was A$34.3 million of letters of credit issued under the Facility Agreement. As of June 30, 2026, there was A$1.4 million of unused credit under Facility A, less than A$0.1 million of unused credit under Facility B and Facility C, and A$4.3 million of unused credit under Facility D.

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 June 30, 2026, total unamortized debt issuance costs were A$0.5 million. During the year ended June 30, 2026 and 2025, the Group recorded A$0.3 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 June 30, 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 released by APA once certain performance conditions are met and 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 16 – Related Party Transactions

The Group had related party transactions withtwo shareholders identified as related parties, H&P and Mr. Bryan Sheffield (“Mr. Bryan Sheffield”). The transactionsfor the years ended June 30, 2026 and 2025 are as follows.

H&P

During the year ended June 30, 2023, 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, John Bell Sr., 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, the Group entered into a lease with H&P for the use of the FlexRig® for a period of 25 months period (Refer Note 6). During the year ended June 30, 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. Bryan Sheffield

During the year ended June 30, 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. Bryan Sheffield serves as managing partner. Mr. Bryan Sheffield has been a shareholder in the Company since November 2021.

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 4).

During the years ended June 30, 2026 and 2025, DWE's share of expenditure for the Beetaloo Joint Venture for which contributions were due was $71.3 million and $55.1 million, respectively. As of June 30, 2026 and 2025, the Group had a joint interest billing receivable owing from DWE in the amount of $1.5 million and $7.1 million, respectively.

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 Australia to TB2. As of June 30, 2026, the Group has a payable, in accounts payable and accrued expenses, owing to DWE of $1.8 million, which represents the portion of Falcon Australia cash calls DWE has paid to date.

During the year ended June 30, 2026 and 2025, DWI’s share of expenditure for SPCF wasnominal and $3.6 million, respectively. During the year ended June 30, 2026, SPCF Sub Trust reimbursed DWI for the contributions made for the SPCF. All SPCF expenditures, incurred during the year ended June 30, 2026, with the exception of expenditures for the SPCF expansion, were funded through long-term debt under the Syndicated Facility. As of June 30, 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 8). As of June 30, 2025, the Group had advances against joint interest billings owing to DWI in the amount of $0.5 million.

During the year ended June 30, 2025, the Company issued 312,500 shares of common stock to DWE in satisfaction of the Group's obligation towards the Checkerboard fee.

During the year ended June 30, 2025, the SPCF assets were transferred from TB1 to the SPCF Sub Trust (Refer Note 4). Subsequent to the transfer, cash calls were issued to DWI.

Note 17 – Subsequent Events

EP 117, 98 and 76 Permit Applications

A variation application was submitted to DME in September 2025 to vary the minimum work program for years 3, 4 and 5. On July 3, 2026 the DME approved variations to the minimum work program commitments of EP 98 for years 3, 4 and 5 and EP 117 for years 3 and 4. The DME did not approve variations to years 4 and 5 for EP 76.

Beetaloo JOA Letter Agreement

On July 8, 2026, the Company and DWE entered into a letter agreement establishing interim funding and voting arrangements under the Beetaloo JOA, pending the grant of the retention licences and the interest realignment contemplated by the JVSA Addendum and the Checkerboard Strategy. During this interim period, the Group and DWE will each fund, and be deemed entitled to vote, an agreed percentage of the obligations and rights attributable to each area, without amending their respective equity interests in TB1 or the voting thresholds under the TB1 JVSA, and the arrangements terminate upon the grant of the last of the retention licenses (subject to earlier termination rights held by DWE over the BCDA and South FSDA areas).

Acquisition of Redeemable Noncontrolling Interest

On July 23, 2026, the Company completed the acquisition of FOGA minority stock held by sophisticated investors in exchange of 60,259 shares of Tamboran common stock.

EP 136 Permit Application

A renewal 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. On July 28, 2026 the request for this extension was not granted but the DME did grant changes to the program which varied the work program conditions for years 2 through 5, suspended the work program conditions of year 2 for a period oftwelve (12) months from July 23, 2026 to July 23, 2027 and extended the term of the EP for a period oftwelve (12) months from July 23, 2029 to July 23, 2030. These changes were effective as of July 23, 2026.

Stamp Duty Payments

On July 23, 2026, the Company lodged the stamp duty assessment for the Falcon Acquisition with the NT Government and subsequently paid the stamp duty on July 28, 2026 (Refer to Note 7).

In September 2026, the stamp duty assessed for the Checkerboard Sale and Purchase Deeds (Refer to Note 7) was paid to the NT Government.

Commencement of Natural Gas Production & SPCF Commissioning

SPP achieved practical completion on July 17, 2026. On August 26, 2026, Tamboran commenced the commissioning of the SPCF with gas backflowed from the SPP. In early September 2026, Tamboran commenced initial gas sales from the Group's Shenandoah South 2 pad. The Group’s exploration and evaluation projects remain pending the determination of economically recoverable proven and probable reserves for the fiscal year ended June 30, 2026 and through the date this report is available for issuance.

The Group has evaluated its subsequent events occurring after June 30, 2026, through September 25, 2026, which represents the date the audited financial statements were available to be issued. No further material subsequent events have been identified that would require disclosure in these audited financial statements.

Note 18 – Supplemental Oil and Gas Disclosures (unaudited)

The following information was prepared in accordance with the FASB’s Accounting Standards Update no. 2010-03, Extractive Activities – Oil and Gas (ASC 932). The supplementary information summarized below presents the results of natural gas and oil activities for the Group in accordance with the successful efforts method of accounting for production activities.

The Group’s oil and natural gas activities for fiscal years 2026 and 2025 were located solely in Australia.

Costs Incurred in Natural Gas Exploration and Development

Costs incurred in natural gas producing activities for the years ended on June 30, 2026 and 2025 were as follows (in thousands):

(1) Includes acquisition cost of $1.6 million related to the Mako Trough property in Hungary pursuant to the Falcon Acquisition. The Group did not undertake any oil and natural gas activities in the Mako Trough property.

Capitalized Costs

Capitalized costs consist of the Group’s properties, equipment, and facilities for natural gas exploration projects, which are pending the determination of proven or probable reserves. Capitalized costs for unproved properties include costs for acquiring oil and natural gas properties where no proved reserves have been identified, including costs of exploratory wells that are in the process of drilling or in active completion, and costs of exploratory wells suspended or waiting on completion.

The table below sets forth capitalized costs, impairment, and depreciation, depletion and amortization relating to the Group’s oil and natural gas properties as of June 30, 2026 and 2025 (in thousands):

In conjunction with the capital raise in September 2022, Tamboran granted Daly Waters Royalty, an ORRI of 2.34358% to the Petroleum (as defined in the Petroleum Act 1984(NT)) produced from each of the permits above. The payment received from Daly Waters Royalty for the ORRI grant has been offset against the asset to which the payment related. While the above permits are subject to royalties, Tamboran has excluded all royalties from contingent payments and the initial measurement of the assets acquired as well as royalties for existing permits. Tamboran will recognize a liability for royalties only when the contingent payment crystallizes.

Natural Gas Reserves

Proved reserves are estimated quantities of natural gas that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs using existing economic and operating conditions. Estimating natural gas reserves is complex and inexact because of the numerous uncertainties inherent in the process. The process of estimating proved reserves requires certain economic assumptions, including, but not limited to, natural gas prices, drilling, completion and operating costs and expenses, capital expenditures and taxes. The process relies on interpretations of available geological, geophysical, petrophysical, engineering and production data. The data for a given reservoir may also change substantially over time as a result of numerous factors including, but not limited to, additional development activity, evolving production history and continual reassessment of the viability of production under varying economic conditions.

All of the Group’s exploration and evaluation projects are pending the determination of proven or probable reserves. As such, the estimates of Group’s total proved reserves werenil as of June 30, 2026 and 2025.