Variable Interest Entities

6 Months Ended

Dec. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Note 2 – 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 Ltd (“TR West”), and Daly Waters Energy, LP (“DWE”) governed by the terms of an amended and

restated joint venture and shareholders agreement dated June 3, 2024 (the “TB1 Joint Venture Agreement”). In determining

the primary beneficiary of TB1, the Company considered those activities which most significantly impact the economic

performance of TB1, include, 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 condensed 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 Joint Venture Agreement 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.

In 2022 Tamboran Resources Pty Ltd (formerly known as Tamboran Resources Limited) (“TR Ltd.”), a wholly

owned subsidiary of the Company, made a loan to TR West for purposes of funding TR West’s acquisition of its interest in

TB1. On November 9, 2022, TB1 completed the acquisition of a 77.5% share of Beetaloo Basin assets, EP 76, EP 98, and

EP 117. The Company and DWE each beneficially own a 38.75% interest in the permits for the total undivided interest of

77.5%. Falcon Oil and Gas Australia limited (“Falcon”) holds the remaining undivided interest of 22.5% in the assets

(collectively known as the “Beetaloo Joint Venture”).

On March 4, 2024, Falcon, the owner of the remaining 22.5% interest in the Beetaloo Joint Venture assets, capped its

participation to 5% in the Beetaloo Joint Venture’s second Shenandoah South well pad (“SS2”). On March 21, 2024,

Tamboran B2 Pty Ltd (“TB1 Operator”) (a wholly owned subsidiary of TB1 in which the Company has a 50% interest)

agreed to acquire Falcon’s interest, increasing TB1 Operator’s working interest to at least 95% in the wells drilled from the

SS2 well pad.

Pursuant to the TB1 Joint Venture Agreement, the parties are required to implement an approach to dividing the

permits whereby Tamboran and DWE pursue a division of TB1 Operator’s interest in the permits such that the title and

ownership of the permits will be split evenly between Tamboran and DWE in the specific area in terms of equity interest

and number of operated blocks (“Checkerboard Strategy”). The TB1 Joint Venture Agreement provided that if the

Checkerboard Strategy is not implemented by December 31, 2024, due to either:

•the failure to obtain the requisite ministerial approval to effectuate the Checkerboard Strategy; or

•a New Area Joint Venture is not approved by the parties to the Joint Operating Agreement (“JOA”) with respect to

joint operations of the subject areas, then, by February 15, 2025,

then, the Company must either:

◦pay DWE a cash amount of $7,500,000; or

◦issue CHESS Depository Interests (“CDIs”) to DWE with a value of $15,000,000, based on the volume

weighted average price of CDIs traded on the Australian Stock Exchange (“ASX”) at the time during the

30 days on which sales in CDIs were recorded prior to December 31, 2024.

At the time of the IPO, DWE agreed to waive the $7,500,000 payment obligation in respect of the Checkerboard

Strategy in exchange for Tamboran’s issue to DWE, or its nominee, of 312,500 shares of common stock (calculated based

on the obligation of $7,500,000 divided by the common stock price at the IPO of $24.00 per share), subject to shareholders'

approval (Refer Note 7), which was granted in November 2024. The obligation to implement the Checkerboard Strategy

does not cease with this issuance of shares.

The following table summarizes the carrying amounts of TB1’s assets and liabilities included in the Group’s

condensed consolidated balance sheet as of December 31, 2024 and June 30, 2024:


	December 31, 2024	June 30, 2024
ASSETS
Current assets
Cash and cash equivalents	$11,230,191	$1,488,541
Trade and other receivables:
Joint interest billing	3,565,181	10,298,322
Intercompany receivable	4,359,082	7,415,684
ATO receivable	2,072,833	615,480
Other receivable	2,463	—
Prepaid expenses and other current assets	1,129,675	1,476,094
Total current assets	22,359,425	21,294,121
Natural gas properties, successful efforts method:
Unproved properties	210,864,387	167,998,061
Assets under construction - natural gas equipment	11,850,337	7,542,064
Finance lease right-of-use assets	15,632,023	20,697,452
Prepaid expenses and other non-current assets	949,247	385,215
Total non-current assets	239,295,994	196,622,792
TOTAL ASSETS	$261,655,419	$217,916,913

LIABILITIES
Current liabilities
Accounts payable and accrued expenses	$17,518,868	$10,569,865
Current portion of finance lease obligations	15,205,744	12,767,400
Total current liabilities	32,724,612	23,337,265
Finance lease obligations	6,618,699	14,141,713
Asset retirement obligations	4,575,103	4,174,178
Loan from Tamboran	139,047,677	113,096,572
Total non-current liabilities	150,241,479	131,412,463
TOTAL LIABILITIES	$182,966,091	$154,749,728

SPCF

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 to

be owned 50%/50% by the Company and DWI to own the Sturt Plateau Compression Facility (“SPCF”).

The units within the holding trust structure were issued in October, establishing the entity, however, the SPCF assets,

currently held by TB1, have not been transferred as of December 31, 2024. The transfer of the assets is underway and is

expected to be completed in the third quarter