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Long-term Debt
3 Months Ended
Sep. 30, 2026
Debt Disclosure [Abstract]  
Long-term Debt Note 6 - Long-term Debt
The Group’s long-term debt consisted of the following (in thousands):
September 30,
2026
June 30,
2026
Principal balance of Syndicated Facility:
Tranche 1A
$31,040
$25,289
Tranche 1B
6,170
5,027
Tranche 2
37,210
30,316
Total principal balance
74,420
60,632
Less: Unamortized debt issuance costs (1)
(1,885)
(1,589)
Total debt
72,535
59,043
Less: Current portion of Syndicated Facility
5,074
—
Long-term debt, net
$67,461
$59,043
(1) Unamortized debt issuance costs related to undrawn portions of the Syndicated Facility are included in “Prepaid expenses and other non-current
assets” in the condensed consolidated balance sheet. As of September 30, 2026 and June 30, 2026, the Group had $1.5 million and $1.9 million,
respectively, in unamortized debt issuance costs related to the Syndicated Facility Agreement.
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 as trustee for the Sturt Plateau Compression Facility Mid Trust (together with SPCF Financing, the
“Obligors”), entered into a syndicated facility agreement (the “Syndicated Facility Agreement”) with, among others,
Macquarie Bank Limited (“Macquarie”) 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 1B 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
Agreement is secured by the following guarantees:
•a guarantee given by the NT 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 the guarantees under the Syndicated Facility, 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 NT Government a
conditional 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 only becomes payable
on the termination of the gas sales agreement, payment by the NT Government under the Tranche 1 Guarantee or the
purchase by the NT 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 to Australian Bank Bill Swap
(“BBSW”) Rate plus a margin. Prior to the Tranche 1 Guarantee Release Date, the margin for Tranche 1A is 4% per annum
and the margin for Tranches 1B and 2 is 12% per annum. Following the Tranche 1 Guarantee Release Date, the margin for
all the Tranches will be 8% per annum. Interest payments are made in arrears depending on the interest selection period,
which can be 1-3 months following the funding of Syndicated Facility Tranches. The Syndicated Facility will terminate
four years after financial close under the Syndicated Facility Agreement, September 29, 2029.
The total amount of debt issuance costs incurred was $3.5 million consisting of $2.4 million being paid upfront to
original lenders and $1.1 million to the agent, Security Trustee and third-party legal fees.
During the three months ended September 30, 2026, drawdowns of $5.4 million, $1.1 million, and $6.5 million were
made from the Syndicated Facility for Tranches 1A, 1B, and 2, respectively.
The Group is also required to pay a commitment fee of 1.6% per annum for Tranche 1A, and 4.8% per annum for
Tranches 1B and 2 on any undrawn principal balance of the Syndicated Facility up to the end of the availability period.
Per the Syndicated Facility Agreement, 30% of the Syndicated Facility principal outstanding on the date of Practical
Completion is required to be paid in equal quarterly installments commencing from the first repayment no later than four
months after Practical Completion. Any remaining outstanding principal on the Syndicated Facility is required to be repaid
in full at termination of the Syndicated Facility Agreement on September 29, 2029. 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 Syndicated Facility Agreement.
As of September 30, 2026, the total gross amount of borrowings under our Syndicated Facility Agreement was
$74.4 million. Interest expense on the Syndicated Facility Agreement of $2.8 million was capitalized as part of “Assets
under construction - natural gas equipment” on the Group's condensed consolidated balance sheet for the three months
ended September 30, 2026.