Variable Interest Entities

9 Months Ended

Mar. 31, 2026

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Variable Interest Entities

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 a joint venture

and shareholders agreement originally dated September 18, 2022, as amended and restated on June 3, 2024 and further

amended and restated on May 12, 2025 (as so amended and restated, the “TB1 JVSA”). On March 20, 2026, the parties

entered into a Deed of Addendum to the TB1 JVSA (the “JVSA Addendum”), which further amended the TB1 JVSA. 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 JVSA 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.

Checkerboard Strategy means an approach to dealing with EPs 76, 98 and 117 whereby Tamboran and Daly Waters

pursue a split of 50% of TB1 Operator’s interest in the Permits such that the title and ownership of the Permits will be split

evenly, as between Tamboran and Daly Waters, in terms of equity interest and operated blocks in respect of the specific

area. During the quarter ended March 31, 2026, the following material developments occurred with respect to TB1 and the

Checkerboard Strategy:

•The JVSA Addendum, among other things, reshaped and expanded the Dev A++ Area by approximately 100,000 acres

and rebranded it as the “Phase 2 Development Area” or “P2DA.” The JVSA Addendum also provides for the

realignment of beneficial interests in certain Checkerboard Blocks upon satisfaction of specified conditions, including

completion of the Group’s acquisition of Falcon Oil & Gas Ltd (see Note 3).

•Also on March 20, 2026, TR West, the Company, DWE and Elliott Energy I Pty Ltd (“Elliott”) entered into a Deed of

Addendum to the Asset Sale Agreement dated May 12, 2025 (the “ASA Addendum”). The ASA Addendum extended

the Dev A++ end date to December 31, 2026 and the C10 end date to December 31, 2027, and added approximately

100,000 acres of additional acreage at the same $150 per acre consideration.

•On March 23, 2026, TB2 entered into the Checkerboard Sale and Purchase Deed (Stage 1) to effectuate the transfer of

interests in the North and South First Strategic Development Areas (“FSDAs”) plus P2DA and Beetaloo Central

Development Area (“BCD Area”) to the relevant parties in accordance with the Checkerboard Strategy. As of March

31, 2026, the Checkerboard Strategy remains subject to regulatory approvals and other conditions precedent.

•On March 25, 2026, TB2 entered into the Checkerboard Sale and Purchase Deed (Stage 2) to effectuate the transfer of

interests in the remaining BJV areas (outside of the FSDAs, P2DA and BCD Area) to the relevant parties in

accordance with the Checkerboard Strategy. As of March 31, 2026, the Checkerboard Strategy remains subject to

regulatory approvals and other conditions precedent.

•On March 30, 2026, Tamboran (Beetaloo) Pty Limited entered into a Farm-In Agreement with DWE to farm down

approximately 10,000 acres of its working interest across the FSDAs and BCD Area. The Farm-In Agreement provides

for a staged earn-in of up to approximately $28.5 million, subject to structured off-ramp provisions. Completion is

subject to certain conditions precedent, including closure of the Group’s acquisition of Falcon Oil & Gas Ltd.

Pursuant to the JVSA Addendum, if the transfer of retention licenses has not occurred by September 30, 2026, DWE

would have the right, under the TB1 JVSA, to assume the role of Manager. In such event, the Group would no longer have

the power to direct the activities that most significantly impact TB1’s economic performance and would no longer be

considered the primary beneficiary. Accordingly, the Group would be required to deconsolidate TB1 and recognize its

remaining interest as an equity method investment.

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

condensed consolidated balance sheet as of March 31, 2026 and June 30, 2025 (in thousands):


	March 31, 2026	June 30, 2025
ASSETS
Current assets
Cash and cash equivalents	$12,532	$3,729
Trade and other receivables:
Joint interest billing	185	8,191
Intercompany receivable	—	1,934
ATO receivable	2,042	722
Other receivable	11	113
Prepaid expenses and other current assets	3,922	—
Total current assets	18,692	14,690
Natural gas properties, successful efforts method:
Unproved properties	405,258	285,631
Operating lease right-of-use-assets	1,972	—
Finance lease right-of-use assets	15,081	16,544
Prepaid expenses and other non-current assets	2,226	2,026
Total non-current assets	424,537	304,201
TOTAL ASSETS	$443,229	$318,891

LIABILITIES
Current liabilities
Accounts payable and accrued expenses	$27,177	$12,507
Current portion of operating lease obligations	2,033	—
Current portion of finance lease obligations	13,773	15,307
Total current liabilities	42,983	27,814
Operating lease obligations	—	—
Finance lease obligations	9,054	9,523
Asset retirement obligations	5,906	5,127
Loan from Group	223,479	163,016
Total non-current liabilities	238,439	177,666
TOTAL LIABILITIES	$281,422	$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 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 March 31, 2026 and June 30, 2025 (in thousands):


	March 31, 2026		June 30, 2025
ASSETS
Current assets
Cash and cash equivalents	$1,247		$1,935
Restricted cash	13,766	0	—
Trade and other receivables:
ATO receivable	447		123
Other receivable	48		—
Loan to Tamboran	—		1,124
Total current assets	15,508		3,182
Natural gas properties, successful efforts method:
Assets under construction - natural gas equipment	61,200		24,441
Prepaid expenses and other non-current assets	3,025		—
Total non-current assets	64,225		24,441
TOTAL ASSETS	$79,733		$27,623

LIABILITIES
Current liabilities
Accounts payable and accrued expenses	$11,330		$4,364
Advance against joint interest billings	—		450
Intercompany payable	2,524		1,338
Total current liabilities	13,854		6,152
Asset retirement obligations	107		95
Long-term debt, net	44,575		—
Other non-current liabilities	743		—
Total non-current liabilities	45,425		95
TOTAL LIABILITIES	$59,279		$6,247