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 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 Beetaloo Basin assets (collectively known as “Beetaloo Joint Venture”).

On March 4, 2024, Falcon, the owner of the remaining 22.5% interest in the Beetaloo assets Joint Venture, 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:

At the time of the IPO at NYSE, 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 8), 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 $15,000,000. As of June 30, 2025, the sale of these licenses was pending subject to approval by the Company’s shareholders and the satisfaction of other customary closing conditions.

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:

•In conjunction with the Checkerboard, the Company and DWE entered into the Asset Sale Agreement whereby DWE will acquire a non-operating and noncontrolling interest in 100,000 acres within two areas for a consideration of $15,000,000, or $150 per acre. The transaction is subject to regulatory approvals.

•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 to commence a formal farm-down of the Phase 2 Development Area. The formal process will commence on release of the IP30 flow test from the Shenandoah South 2H sidetrack (SS-2H-ST1) well, planned for June 2025. DWE will have participation rights to any transaction on the same terms.


	June 30,
	2025		2024
ASSETS
Current assets
Cash and cash equivalents	$	3,729,114	$	1,488,541
Trade and other receivables:
Joint interest billing	8,191,016		10,298,322
Intercompany receivable	1,934,101		7,415,684
ATO receivable	722,332		615,480
Other receivables	113,382		—
Prepaid expenses and other current assets	—		1,476,094
Total current assets	14,689,945		21,294,121
Natural gas properties, successful efforts method:
Unproved properties	285,631,199		167,998,061
Assets under construction - natural gas equipment	—		7,542,064
Finance lease right-of-use assets	16,543,737		20,697,452
Prepaid expenses and other non-current assets	2,025,667		385,215
Total non-current assets	304,200,603		196,622,792
TOTAL ASSETS	$	318,890,548	$	217,916,913
LIABILITIES
Current liabilities
Accounts payable and accrued expenses	$	12,507,267	$	10,569,865
Current portion of finance lease obligations	15,306,802		12,767,400
Total current liabilities	27,814,069		23,337,265
Finance lease obligations	9,523,433		14,141,713
Asset retirement obligations	5,126,859		4,174,178
Loan from Group	163,016,319		113,096,572
Total non-current liabilities	177,666,611		131,412,463
TOTAL LIABILITIES	$	205,480,680	$	154,749,728

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 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.


	June 30, 2025
ASSETS
Current assets
Cash and cash equivalents	$	1,935,259
Trade and other receivables:


ATO receivable	122,952

Loan to Group	1,123,595
Total current assets	3,181,806
Natural gas properties, successful efforts method:

Assets under construction - natural gas equipment	24,441,262


Total non-current assets	24,441,262
TOTAL ASSETS	$	27,623,068
LIABILITIES
Current liabilities
Accounts payable and accrued expenses	$	4,363,592
Advance received against joint interest billings	450,239
Intercompany payable	1,338,421
Total current liabilities	6,152,252

Asset retirement obligations	95,314

Total non-current liabilities	95,314
TOTAL LIABILITIES	$	6,247,566