Variable Interest Entities

3 Months Ended

Sep. 30, 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 $7.5 million; or

◦issue CHESS Depository Interests (“CDIs”) to DWE with a value of $15 million, 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 $7.5 million 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 $7.5 million 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.

On May 12, 2025, TR West, as seller, and the Company, as seller guarantor, and DWE entered into an Asset Sale

Agreement – Beetaloo Acreage Position (the “Asset Sale Agreement”) with Elliot Energy I Pty Ltd (“Elliot Energy”).

Pursuant to the Asset Sale Agreement, DWE will acquire a non-operating and non-controlling interest within two areas of

Tamboran's post-checkerboard acreage position for a consideration of $15 million. The transaction is subject to regulatory

approvals and other conditions precedent. As of September 30, 2025, this transaction has not completed.

On May 12, 2025, the Company, TR West, TR Ltd., DWE and TB1 (collectively, the “parties”) entered into a

second amended and restated joint venture and shareholders agreement (the “TB1 A&R JVSA”). The following

summarizes the material changes in the Amended and Restated JVSA from the amended and restated joint venture and

shareholders agreement filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the year ended June 30,

2024:

•The Company and DWE have signed a binding agreement to finalize the checkerboard of the joint acreage

position across EPs 76, 98 and 117.

•The Checkerboarding Strategy is divided into three tranches:

◦In Tranche 1, Tamboran and Daly Waters must apply for retention licenses for both the North and South

First Strategic Development Areas (“FSDAs”) by mid-December 2025 (as extended). The North FSDA

will remain with TB1, while the current plan for the South FSDA will be split equally (38.75% each)

between Tamboran and DWE, with DWE (or its nominee) acting as Operator. Both retention licenses

must be granted and transferred by December 31, 2025. If either deadline is missed, subject to the terms

and conditions in the TB1 A&R JVSA, DWE has the right to take over as Manager and/or acquire

Tamboran’s entire interest in the South FSDA for A$1.00. In a letter dated October 13, 2025, DWE

extended the deadline for submitting the North and South FSDA RL from October 14, 2025 to December

14, 2025, as reflected above.

◦In Tranche 2, the parties must apply for retention licenses over the Dev A++ and Dev B areas by March

31, 2026, with the grants and transfers to be completed by September 30, 2026. After the retention

licenses are granted, Tamboran will remain the operator of Dev A++, and DWE will become the operator

of Dev B. If these deadlines are not met, DWE has the same rights as in Tranche 1: to replace the

Manager and/or acquire Tamboran’s interest.

◦Tranche 3 covers the remaining “Checkerboard” permit areas. Tamboran and DWE will take turns

selecting paired blocks and applying for Retention or Production Licenses until all acreage is allocated.

Tamboran must select the Checker 10 area as its first choice.

•In the event that retention license conditions referred to above are not met and DWE elects to exercise its right to

take over as Manager, the Group will lose the power to direct those activities which most significantly impact

TB1’s economic performance and therefore, will no longer be the primary beneficiary of TB1. Should this occur,

the conditions required to continue consolidating TB1 would no longer be satisfied. The Group would be required

to de-consolidate TB1 and recognize its remaining interest in TB1 as an equity accounted investment.

•In conjunction with the checkerboard, the Company and DWE entered into the Asset Sale Agreement whereby

DWE will acquire a non-operating and non-controlling interest in 100,000 acres within two areas for a

consideration of $15.0 million, or $150 per acre. The transaction is subject to regulatory approvals and other

conditions precedent.

•On completion, the Company will have retained approximately 1.9 million net prospective, development-ready

acres across the Beetaloo Basin.

•The Company has reserved 406,693 gross acres as the Phase 2 Development Area, located immediately north of

the proposed Pilot Area, where the Company plans to focus development on supplying gas into Australia’s East

Coast domestic gas market.

•On completion of the sale to DWE, the Company is expected to hold 236,370 net acres (58.12% operated interest)

over the Phase 2 Development Area, with DWE (19.38%) and Falcon Oil & Gas (Australia) Limited (Falcon)

(22.5%) holding the remaining interest.

•The Company has engaged RBC Capital Markets, LLC to commence a formal farm-down of the Phase 2

Development Area. As of September 30, 2025, the formal process has commenced and DWE will have

participation rights to any transaction on the same terms.

•Ownership of the Pilot Area, the focus for initial gas production in the Northern Territory, remains unchanged (the

Company 47.5% operator, DWE 47.5% and Falcon 5%).

•The Company will hold 77.5% operating interest in the ex-EP 76, 98 and 117 acreage, with Falcon holding the

remaining 22.5% interest.

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

condensed consolidated balance sheet as of September 30, 2025 and June 30, 2025 (in thousands):


	September 30, 2025	June 30, 2025
ASSETS
Current assets
Cash and cash equivalents	$13,109	$3,729
Trade and other receivables:
Joint interest billing	1,763	8,191
Intercompany receivable	—	1,934
ATO receivable	1,118	722
Other receivable	179	113
Prepaid expenses and other current assets	205	—
Total current assets	16,374	14,690
Natural gas properties, successful efforts method:
Unproved properties	321,815	285,631
Operating lease right-of-use-assets	2,739	—
Finance lease right-of-use assets	14,144	16,544
Prepaid expenses and other non-current assets	2,081	2,026
Total non-current assets	340,779	304,201
TOTAL ASSETS	$357,153	$318,891

LIABILITIES
Current liabilities
Accounts payable and accrued expenses	$21,163	$12,507
Current portion of operating lease obligations	2,063	—
Current portion of finance lease obligations	14,782	15,307
Total current liabilities	38,008	27,814
Operating lease obligations	722	—
Finance lease obligations	6,561	9,523
Asset retirement obligations	5,370	5,127
Loan from Group	180,361	163,016
Total non-current liabilities	193,014	177,666
TOTAL LIABILITIES	$231,022	$205,480

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 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 September 30, 2025:


	September 30, 2025	June 30, 2025
ASSETS
Current assets
Cash and cash equivalents	$5,940	$1,935
Trade and other receivables:
ATO receivable	262	123
Loan to Tamboran	—	1,124
Total current assets	6,202	3,182
Natural gas properties, successful efforts method:
Assets under construction - natural gas equipment	34,868	24,441
Prepaid expenses and other non-current assets	716	—
Total non-current assets	35,584	24,441
TOTAL ASSETS	$41,786	$27,623

LIABILITIES
Current liabilities
Accounts payable and accrued expenses	$6,860	$4,364
Advance against joint interest billings	1,943	450
Intercompany Payable	2,207	1,338
Total current liabilities	11,010	6,152
Asset retirement obligations	98	95
Total non-current liabilities	98	95
TOTAL LIABILITIES	$11,108	$6,247