Item 1.01Entry into a Material Definitive Agreement.
SPCF Financing Agreement
On September 30, 2025, 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 trustee for the Sturt Plateau Compression Facility Mid
Trust (together with SPCF Financing, the “Obligors”), each an entity in which we own an indirect 50 per cent. interest, have entered
into a syndicated facility agreement with, among others, Macquarie Bank Limited and Evolution Trustees Limited as trustee for the
Alpha Wave Credit (Australia) Trust as original lenders (the “Syndicated Facility Agreement”). The Syndicated Facility Agreement
provides SPCF Financing with a facility of up to A$179,816,654 million (the “Facility”) to be used to finance the ongoing
development of the SPCF. The Facility is split into three tranches as follows: (i) Tranche 1A in an amount equal to A$75 million
(“Tranche 1A”), (ii) Tranche B in an amount equal to A$14,908,327 million (“Tranche 1B”) and (iii) Tranche 2 in an amount equal to
A$89,908,327 million (“Tranche 2”). The Facility will terminate four years after financial close under the Syndicated Facility
Agreement, and utilization of the Facility is subject to customary conditions precedent.
The Syndicated Facility Agreement is on terms customary for financings of this nature and is secured by a customary security
package granted by the Obligors. In addition, the Syndicated Facility Agreement is secured by the following guarantees:
•a guarantee given by the Northern Territory Government, up to A$75 million, in respect of Tranche 1A and Tranche 1B (the
“Tranche 1 Guarantee”);
•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 in respect of Tranche 2,
pursuant to which 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).
The Syndicated Facility Agreement, the Tranche 1 Guarantee and each other finance document are also subject to a security trust and
intercreditor deed, which regulates the relationship between the lenders and the Northern Territory Government, amongst other
customary matters.
Pursuant to the terms of the Tranche 1 Guarantee, the Northern Territory Government has guaranteed the Obligors obligations in
respect of Tranche 1A and Tranche 1B, up to A$75 million (the “Guarantee Limit”). The Tranche 1 Guarantee contains customary
indemnities and reimbursement undertakings given by the Obligors in favor of the Northern Territory Government (and supported by
us through the Deed of Guarantee) in the event that the Northern Territory Government makes payment under 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”). In consideration for providing the
Tranche 1 Guarantee, SPCF Financing agrees to pay the Northern Territory Government a guarantee fee of 4.00 per cent 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 is payable on the termination of the gas sales agreement, payment by the Northern Territory
Government under the Tranche 1 Guarantee or the purchase by the Northern Territory Government from the lenders of all amounts
outstanding under Tranche 1A and Tranche 1B.
Interest on the Facility is payable at a rate equal to the aggregate of Australian Bank Bill Swap Rate and a margin. Prior to the
Tranche 1 Guarantee Release Date, the margin for Tranche 1 is 8.00 per cent. and the margin for Tranche 2 is 12.00 per cent.
Following the Tranche 1 Guarantee Release Date, the margin for all tranches is 8.00 per cent. In addition, SPCF Financing must pay
an ongoing commitment fee equal to 40 per cent. of the applicable margin on any undrawn amounts under the Facility. An upfront fee
of 2.00 per cent of the aggregate amount of the Facility will be payable on first utilization. The 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 three per cent. of the amount being prepaid.
If prepayment occurs within 12 – 18 months after first utilization, the prepayment premium is two per cent. of the amount being
prepaid. If prepayment occurs within 18 – 24 months after first utilization, the prepayment premium is one per cent. of the amount
being prepaid. After 24 months after first utilization, no prepayment premium applies.
The foregoing descriptions of the Syndicated Facility Agreement, the Deed of Guarantee and the Tranche 1 Guarantee do not
purport to be complete and are qualified in their entirety by reference to the full text of the agreement, filed herewith as Exhibit 10.29,
Exhibit 10.30 and Exhibit 10.31, respectively, and incorporated herein by reference.
The Syndicated Facility Agreement, the Deed of Guarantee and the Tranche 1 Guarantee contain customary representations,
warranties and covenants that were made solely for the benefit of the parties thereto. Such representations, warranties and covenants
(i) are intended as a way of allocating risk between the parties and not as statements of fact, and (ii) may apply standards of materiality
in a way that is different from what may be viewed as material by shareholders of, or other investors in, the Company. Accordingly,
the Syndicated Facility Agreement, the Deed of Guarantee and the Tranche 1 Guarantee are included with this filing only to provide
investors with information regarding the terms of the transaction and not to provide investors with any other factual information
regarding the Company. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information
concerning the subject matter of the representations and warranties may change after the date of such agreements, which subsequent
information may or may not be fully reflected in public disclosures.