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Debt
3 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
Debt Note 6 - Debt
On September 29, 2025, the Group through its subsidiaries, 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”), have entered into a syndicated facility agreement (the “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 “Lenders”).
Pursuant to the terms and conditions of the Syndicated Facility Agreement, the Lenders agreed to extend term loans
to the Group in an aggregate principal amount of up to A$179.8 million (the “Syndicated Facility”), comprised of (i)
Tranche 1A in an amount equal to A$75.0 million (“Tranche 1A”), (ii) Tranche B in an amount equal to A$14.9 million
(“Tranche 1B”) and (iii) Tranche 2 in an amount equal to A$89.9 million (“Tranche 2”). The Syndicated Facility remained
available for funding as of September 30, 2025, which was available at the Group's election. The Syndicated Facility
Agreement is secured by the following guarantees:
a guarantee given by the Northern Territory Government, up to A$75.0 million, in respect of Tranche 1A and Tranche
1B (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”);
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, related parties of the Group 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).
In consideration for providing the Tranche 1 Guarantee, SPCF Financing agrees to pay the Northern Territory
Government a guarantee fee of 4% 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 only 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.
Any outstanding principal on the Syndicated Facility will accrue interest at a rate equal Australian Bank Bill Swap
Rate and a margin. Prior to the Tranche 1 Guarantee Release Date, the margin for Tranche 1 is 8%, and the margin for
Tranche 2 is 12%. Following the Tranche 1 Guarantee Release Date, the margin for all the Tranches is 8%. Interest
payments are payable quarterly following the funding of a Syndicated Facility Tranches. The Syndicated Facility will
terminate four years after financial close under the Syndicated Facility Agreement and all the principal payments on the
outstanding balance of Syndicated Facility Tranches will be paid at that date.
The Syndicated 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 3% of the amount being prepaid. If prepayment occurs within 12 – 18 months after
first utilization, the prepayment premium is 2% of the amount being prepaid. If prepayment occurs within 18 – 24 months
after first utilization, the prepayment premium is 1% of the amount being prepaid. After 24 months after first utilization, no
prepayment premium applies.
The Syndicated Facility Agreement also contains customary events of default, including among other things, our
failure to make any principal or interest payments when due, non-compliance, change of Obligor ownership, events which
have a material adverse effect and the occurrence of certain bankruptcy or insolvency events. Upon the occurrence of an
event of default, the Lenders may, among other things, accelerate our obligations under the Loan Agreement. As of
September 30, 2025 no borrowings had been drawn under the Syndicated Facility Agreement.