Long-term debt |
6 Months Ended | ||||||||||||||||||||||||||||||||||||
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Dec. 31, 2025 | |||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||
| Long-term debt | Note 6 - Long-term debt The Group's long-term debt consisted of the following (in thousands):
(1) Unamortized debt issuance costs related to undrawn portions of the Syndicated Facility are included in “Prepaid expenses and other non-current assets” in our condensed consolidated balance sheet. As of December 31, 2025, we had $2.6 million in unamortized debt issuance costs on our SPCF 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 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 (“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 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 December 31, 2025, which was available at the Group's election. 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 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 NT 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 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 (“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 a Syndicated Facility Tranches. The Syndicated Facility will terminate four years after financial close under the Syndicated Facility Agreement, September 29, 2029, and all the principal payments on the outstanding balance of Syndicated Facility Tranches will be paid at that date. 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 six months ended December 31, 2025 drawdowns of $14.0 million, $2.8 million, $16.8 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. 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 December 31, 2025 the total gross amount of borrowings under our Syndicated Facility Agreement was $33.5 million. Interest expense on the Syndicated Facility Agreement was $1.7 million for both the three months and six months ended December 31, 2025, respectively.
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