XML 29 R18.htm IDEA: XBRL DOCUMENT v3.25.3
Commitments and Contingencies
3 Months Ended
Sep. 30, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Note 12 – 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
(in thousands)
September 30,
2025
June 30,
2025
Committed at the reporting date but not recognized as liabilities, payable:
Sweetpea
$23,074
$23,115
EP 161
2,314
2,302
Beetaloo Joint Venture
75,779
75,630
Midstream
$11,960
$9,056
Sweetpea
Sweetpea’s committed spend as of September 30, 2025, was $23.1 million, which was related to two licenses, EP
136 with total commitments of $13.9 million and EP 143 with total commitments of $9.2 million.
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 $13.9 million.
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 $9.2 million 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 $2.3 million
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 $75.8 million related to drilling and multi-stage
hydraulic fracturing of four wells, 3D seismic survey, and subsurface studies, with expenditure across EP 76 of $10.6
million, EP 98 of $53.6 million and EP 117 of $11.5 million.
Midstream
Committed spend for the SPCF project as of September 30, 2025, was $12.0 million which was related to the
remaining procurement, and construction management for the detailed design, engineering, planning, construction, testing,
inspection and commissioning of the facility.
Environmental
The Group’s operations are subject to risks normally associated with 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$25.0 million 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$5.0 million (“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$62.5 million and A$75.0 million, respectively, which occurred in July 2025 following completion of that equity raise.
Accordingly, the full A$35.0 million is currently available. 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$20.0 million 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 September 30, 2025.
In relation to Facility A, the Group incurred an establishment fee of A$0.5 million. 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 September 30, 2025, there was A$23.3 million of letters of credits issued under the Facility Agreement. As of
September 30, 2025 there was A$1.7 million of unused credit under Facility A and A$10.0 million 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 September 30, 2025,
total unamortized debt issuance costs were A$0.6 million. During the three months ended September 30, 2025, the Group
recorded A$0.1 million, 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. As of
September 30, 2025, Tamboran had drawn down A$18.6 million in bank guarantees related to the SPP. Pursuant to the Gas
Transportation Agreement (“GTA”) signed with APA, the bank guarantees will be reduced or released by APA once
certain performance conditions are met related to well flow test performance 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.