Tamboran Resources Corp

This Proxy Statement contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S.

Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of

future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of

our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions.

Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “commit,” “seek,”

“believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to

future periods.

It is possible that the Company’s future financial performance may differ from expectations due to a variety of factors,

including but not limited to: our early stage of development with no material revenue expected until after initial gas sales, which

commenced in September 2026, and our limited operating history; the substantial additional capital required for our business

plan, which we may be unable to raise on acceptable terms; our strategy to deliver natural gas to the Australian East Coast and

select Asian markets being contingent upon constructing additional pipeline capacity, which may not be secured; the absence of

proved reserves and the risk that our drilling may not yield natural gas in commercial quantities or quality; the uncertainty in

estimating the characteristics of our property; the speculative nature of drilling activities, which involve significant costs and

may not result in discoveries or additions to our future production or reserves; the challenges associated with importing U.S.

practices and technology to the Northern Territory, which could affect our operations and growth due to limited local

experience; the critical need for timely access to appropriate equipment and infrastructure, which may impact our market access

and business plan execution; the operational complexities and inherent risks of drilling, completions, workover, and hydraulic

fracturing operations that could adversely affect our business; the uncertainty of our industry as a whole; the volatility of natural

gas prices and its potential adverse effect on our financial condition and operations; the difficulty in executing our business

strategy if we cannot manage our future growth effectively, our inability to obtain the commercial contracts necessary to

facilitate direct delivery of our natural gas production on commercially reasonable terms; the risks of construction delays, cost

overruns, and negative effects on our financial and operational performance associated with midstream projects; the potential

fundamental impact on our business if our assessments of the Beetaloo are materially inaccurate; the uncertainties in estimating

existing quantities of proved and possible reserves; our dependence on certain members of management and our technical team;

our limited control over properties operated by others or through joint ventures; the inability of one or more third parties who

contract with us to meet their obligations to us may adversely affect our financial results; the concentration of a majority of our

assets and operations in the Beetaloo, making us susceptible to region-specific risks; our inability to make accretive acquisitions

or successfully integrate acquired businesses or assets; operating hazards that could result in liabilities for which we may not

have adequate insurance coverage; the risks inherent to the exploration and production of natural gas; delays and cost overruns

resulting from the long-term development schedule of natural gas projects; uncertainties arising from the identified drilling

locations being scheduled out over several years, that could materially alter the occurrence or timing of the drilling; the risk that

the development schedule of natural gas projects, including the availability and cost of drilling rigs, equipment, supplies,

personnel and natural gas field services, is subject to delays and cost overruns; the substantial doubt raised by our recurring

operational losses, negative cash flows, and cumulative net losses about our ability to continue as a going concern; our ability to

attract a third-party partner and secure permitting to develop an additional LNG export terminal on Australia’s northern coast;

financial crises; events outside our control, such as epidemics, geopolitical instability, terrorist attacks; cybersecurity threats and

disruptions, as well as any compromised information or systems resulting from such disruptions; operational, compliance,

cybersecurity, and reputational risks associated with the incorporation of artificial intelligence technologies into our processes;

loss of or compromise to our information and computer systems; potential legal proceedings that result in liabilities; risks

related to corporate social responsibility and our estimates thereof; complex laws and regulations that could affect our

operational costs and feasibility or lead to significant liabilities; community opposition that could result in costly delays and

impede our ability to obtain necessary government approvals; exploration and development activities in the Beetaloo that may

lead to legal disputes, operational disruptions, and reputational damage due to native title and heritage issues; the requirement to

produce natural gas on a Scope 1 net zero basis upon commencement of commercial production, with internal net zero goals,

which may increase our production costs; attention to sustainability and ESG matters and environmental conservation measures

that could adversely impact our business operations; restrictions and delays that may result from federal and local initiatives

relating to hydraulic fracturing; reduced demand for the natural gas we produce or increased compliance costs due primarily to

risks related to climate change; limitations on our ability to pursue business strategies if we incur costs related to a failure to

comply with environmental, health or safety regulations; potential future regulation by the Northern Territory of Australia;

unanticipated water and waste disposal costs as a result of increased water-related laws and regulations; restrictions on drilling,

completion, production or related activities intended to protect certain species of wildlife; increased costs of compliance with

evolving data privacy laws; risks related to our corporate structure as a holding company; the inability to achieve some or all of

the benefits that we expect to achieve from the Corporate Reorganization; the requirements of being a public company may

strain our resources, and we may be unable to comply with these requirements in a timely manner; changes in foreign currency

exchange rates may impact our business, results of operations, or financial conditions; transactions with affiliates may not

always be in the best interests of our stockholders; our certificate of incorporation and bylaws, as well as Delaware law, contain

provisions that could discourage acquisition bids or merger proposals; our certificate of incorporation designates the Court of

Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be

initiated by our stockholders; a lack of positive cash flow until at least 2028; preferred stock which could be issued in the future

adversely affecting the voting power of common stock; a material weakness in our financial reporting may cause us to fail to

timely and accurately report our financial results or result in a material misstatement of our financial statements; our status as an

emerging growth company means that we will not be required to comply with certain reporting requirements, including those

relating to accounting standards and disclosure about our executive compensation, which apply to other public companies; the

loss of our emerging growth company status subjecting us to more legal and compliance costs; Section 107 of the JOBS Act

granting us an extended transition period, rendering our financial statements not comparable to those of other public companies;

capital market differences between the U.S. and Australia may negatively impact the trading prices of our CDIs and common

stock, and may limit our ability to act; our ability to raise capital may be significantly limited by listing rules of the ASX; an

investor’s limited ability to bring an action against us or against our directors and officers, or to enforce a judgment against us

or them, because we conduct a majority of our operations in Australia, and many of our directors and officers reside outside the

United States; being subject to the listing rules of the ASX may strain our resources, divert management’s attention, and affect

our ability to manage the business or raise additional capital; arbitrage activities; changes in accounting standards issued by the

Financial Accounting Standards Board (“FASB”) or other standard-setting bodies; and the other risk factors discussed in this

Proxy Statement and the Company’s filings with the Securities and Exchange Commission (the “SEC”).

It is not possible to foresee or identify all such factors. Any forward-looking statements in this document are based on

certain assumptions and analyses made by the Company in light of its experience and perception of historical trends, current

conditions, expected future developments, and other factors it believes are appropriate in the circumstances. Forward-looking

statements are not a guarantee of future performance and actual results or developments may differ materially from

expectations. While the Company continually reviews trends and uncertainties affecting the Company’s results of operations

and financial condition, the Company does not assume any obligation to update or supplement any particular forward-looking

statements contained in this document, except as required by law.

PROXY STATEMENT SUMMARY