Tamboran Resources Corp

Evaluation of Disclosure Controls and Procedures

As of September 30, 2024, our principal executive officer and principal financial officer concluded that we

did not maintain effective internal control over financial reporting due to the material weakness that was disclosed in

our Annual Report on Form 10-K for the year ended June 30, 2024.

As discussed in Part II, Item 9A, “Controls and Procedures” in our Annual Report on Form 10-K for the

year ended June 30, 2024, we identified the following deficiencies in our internal control over financial reporting,

which in the aggregate, constituted a material weakness:

i) lack of sufficient evidence retained of the performance of internal controls,

ii) insufficient resources in key accounting and finance roles leading to inadequate segregation of duties,

iii) lack of manage access and manage change IT general controls over the cloud-based enterprise resource

planning system, and

iv) accounting for complex transactions in accordance with U.S. GAAP.

Status of Remediation Efforts

In response to the material weakness identified and described above, our management, with the oversight of

the Audit & Risk Management Committee of our Board of Directors, will continue to dedicate significant efforts and

resources to further improve our control environment and to take steps to remediate this material weakness. As part

of our plan to address this material weakness, we are performing a full review, with the assistance of external

consultants, of our processes and internal controls. We have implemented, and plan to continue to implement, new

controls and processes. We will also provide training to control owners, supported by external consultants, as

appropriate, in support of an effective internal control framework, including how to sufficiently document and

evidence the operation of internal controls. We will also continue to hire accounting, finance and cyber security

personnel who possess the required technical knowledge to ensure reporting requirements are met and segregation of

duties are maintained. Finally, we have implemented a new enterprise resource planning system to better support our

financial reporting, including any related internal controls.

While we have begun implementing a plan to remediate this material weakness, we cannot predict the

success of such plan or the outcome of our assessment of this plan at this time. If our steps are insufficient to

successfully remediate the material weakness and otherwise establish and maintain an effective system of internal

control over financial reporting, the reliability of our financial reporting, investor confidence in us, and the value of

our common stock could be materially and adversely affected. We can give no assurance that this implementation

will remediate this deficiency in internal control or that additional material weaknesses in our internal control over

financial reporting will not be identified in the future. Our failure to implement and maintain effective internal

control over financial reporting could result in errors in our financial statements that could result in a restatement of

our financial statements, or cause us to fail to meet our periodic reporting obligations. For as long as we are an

“emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be

required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404.

Changes in Internal Control Over Financial Reporting

Except for the implementation of our remediation plans in connection with our ineffective disclosure

controls and procedures described above, there were no changes in the Company’s internal control over financial

reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) during the quarter ended

September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control

over financial reporting.