Commitment and Contingencies

6 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 11 – 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

	December 31, 2024	June 30, 2024
Committed at the reporting date but not recognized as liabilities, payable:
Sweetpea	$21,860,137	$23,283,360
EP 161	2,487,640	2,649,600
Beetaloo Joint Venture	70,400,212	62,642,340
Midstream	1,195,542	1,971,843

Sweetpea

Sweetpea’s committed spend as of December 31, 2024, was $21,860,137 which was related to two licenses, EP 136

with total commitments of $13,215,588 and EP 143 with total commitments of $8,644,549.

A renewal application for EP 136 was submitted to the Department of Mining and Energy (“DME”) (formerly the

Department of Industry, Tourism and Trade) in September 2023, and approved in July 2024, granting a five-year extension

for the period July 24, 2025 to July 23, 2030 with a minimum work program commitment of $13,215,588.

A variation application for EP 143 was submitted to DME in August 2024, and approved in October 2024. The total

minimum work program commitments remain the same at $8,644,549 with activity and associated spend being transferred

within the license term.

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. Our commitment through March 2026 is expected to be $2,487,640 based

on the minimum work requirements. There are no minimum commitment requirements after March 2026.

Beetaloo Joint Venture

An application was submitted to DME in September 2024 to vary the year 2 and 3 work program, and was approved

in November 2024. The terms of the Beetaloo Joint Venture continue to necessitate specific minimum work obligations

through May 2028. These commitments include an expected spend of $70,400,212 related to drilling and multi-stage

hydraulic fracturing of four wells, 3D seismic survey, and subsurface studies, with expenditure across EP 76 of

$10,121,584, EP 98 of $49,313,576 and EP 117 of $10,965,052.

Midstream

Procurement of the long lead items for the SPCF compressor package and dehydration package were placed in June

2024 with progress payments of $1,195,542 required prior to the end of 2025.

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.

Legal Proceedings

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

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

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

operations or cash flows.

Other Commitments and Contingencies

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

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

corporate purposes.

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

a wholly-owned subsidiary of the Company, as obligors, and Macquarie Bank Limited (“Macquarie”), as lender. The

Facility Agreement provides TR West with A$25,000,000 in availability (“Facility A”) for letters of credit and bank

guarantees (“performance bonds”), and includes two potential additional performance bond facilities, each in the amount of

A$5,000,000 (“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$62,500,000 and A$75,000,000, respectively. 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$20,000,000 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 December 31, 2024.

In relation to Facility A, the Group incurred an establishment fee of A$500,000. 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.

As of December 31, 2024, there was A$6,360,000 of letters of credits issued under the Facility Agreement. As of

December 31, 2024 there was A$18,640,000 of unused credit under Facility A and A$10,000,000 of unused credit under

Facility B and Facility C.

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

parties, are deferred and amortized to interest expense over the term of the Facility Agreement. As of December 31, 2024,

total unamortized debt issuance costs were A$828,480. During the three months and six months ended December 31, 2024,

the Group recorded A$23,671, 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.

Tamboran’s share of the bank guarantees over the next six months is estimated to be A$15.0 million. 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.