Variable Interest Entities

9 Months Ended

Mar. 31, 2025

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, including, 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 March 31, 2025 and June 30, 2024:


	March 31, 2025	June 30, 2024
ASSETS
Current assets
Cash and cash equivalents	$4,320,006	$1,488,541
Trade and other receivables:
Joint interest billing	6,663,104	10,298,322
Intercompany receivable	7,013,250	7,415,684
ATO receivable	1,655,580	615,480
Other receivable	2,476	—
Prepaid expenses and other current assets	1,098,677	1,476,094
Total current assets	20,753,093	21,294,121
Natural gas properties, successful efforts method:
Unproved properties	249,990,573	167,998,061
Assets under construction - natural gas equipment	—	7,542,064
Finance lease right-of-use assets	18,864,368	20,697,452
Prepaid expenses and other non-current assets	1,083,397	385,215
Total non-current assets	269,938,338	196,622,792
TOTAL ASSETS	$290,691,431	$217,916,913

LIABILITIES
Current liabilities
Accounts payable and accrued expenses	$13,973,933	$10,569,865
Current portion of finance lease obligations	13,760,869	12,767,400
Total current liabilities	27,734,802	23,337,265
Finance lease obligations	12,358,826	14,141,713
Asset retirement obligations	4,691,138	4,174,178
Loan from Group	149,346,360	113,096,572
Total non-current liabilities	166,396,324	131,412,463
TOTAL LIABILITIES	$194,131,126	$154,749,728

Tamboran SPCF Pty Ltd

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

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

(“SPCF”). In determining the primary beneficiary of the SPCF Sub Trust, the Company considered those activities that

most significantly impact the economic performance of the SPCF, including, for example, which entity serves as the

manager, determination of the strategy and direction of the SPCF, and the power to create a budget.

The Group was appointed as manager of the SPCF Sub Trust responsible for managing the day-to-day operations of

the SPCF. The Group, as manager, also prepares the work plans and budget of the SPCF Sub Trust. As such, the Group has

the power to direct those activities that most significantly impact the SPCF’s economic performance and therefore is the

primary beneficiary of the SPCF Sub Trust. As a result, the results of SPCF Sub Trust have been included in the

accompanying condensed consolidated financial statements. SPCF Sub Trust has no assets that are collateral for or

restricted solely to settle its obligations. The creditors of SPCF Sub Trust do not have recourse to the Group’s general

credit.

The Group also assessed which party to the SPCF Sub Trust 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 SPCF Sub Trust are

shared by the Group and DWI in proportion to their respective equity interest in SPCF Sub Trust, and both parties have no

ability to recoup any funding the Group has made to SPCF.

The units within the SPCF Sub Trust structure were issued in October 2024. The assets were transferred to the SPCF

Sub Trust during the three months ended March 31, 2025.

The following table summarizes the carrying amounts of SPCF Sub Trust’s assets and liabilities included in the

Group’s condensed consolidated balance sheet as of March 31, 2025:


	March 31, 2025
ASSETS
Current assets
Cash and cash equivalents	$759,398
Trade and other receivables:
Joint interest billing	921,332
ATO receivable	163,178
Other receivable	1,250
Total current assets	1,845,158
Natural gas properties, successful efforts method:
Assets under construction - natural gas equipment	17,567,615
Total non-current assets	17,567,615
TOTAL ASSETS	$19,412,773

LIABILITIES
Current liabilities
Accounts payable and accrued expenses	$2,780,602
Total current liabilities	2,780,602
Asset retirement obligations	88,262
Loan from Group	1,623,190
Total non-current liabilities	1,711,452
TOTAL LIABILITIES	$4,492,054