November 12, 2024 - 10-Q: Quarterly report pursuant to Section 13 or 15(d)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q

_________________________

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-42149

_________________________

Tamboran Resources Corporation

(Exact name of registrant as specified in its charter)

_________________________


Delaware			93-4111196
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

Suite 01, Level 39, Tower One, International Towers Sydney 100 Barangaroo Avenue, New South Wales, Australia			2000
(Address of Principal Executive Offices)			(Zip Code)

(+61) 2 8330 6626

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	TBN	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the

Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required

to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be

submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such

shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a

smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated

filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition

period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the

Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

The number of shares of common stock, par value $0.001, of Tamboran Resources Corporation outstanding as of

November 1, 2024 was 14,224,274.

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Part I - Financial Information	4
Item 1. Financial Statements	4
Condensed Consolidated Balance Sheets	5
Condensed Consolidated Statements of Operations and Comprehensive Loss	6
Condensed Consolidated Statements of Stockholders’ Equity	7
Condensed Consolidated Statements of Cash Flows	8
Notes to the Condensed Consolidated Financial Statements	9
Cautionary Note Regarding Forward-looking statements	21
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3. Quantitative and Qualitative Disclosures About Market Risk	26
Item 4. Controls and Procedures	26
Part II - Other Information	28
Item 1. Legal Proceedings	28
Item 1A. Risk Factors	28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 5. Other Information	28
Item 6. Exhibits	29
Signatures	30

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Part I - Financial Information

Item 1. Financial Statements.

The Condensed Consolidated Financial Statements of Tamboran Resources Corporation (the “Company”)

presented herein are unaudited but, in the opinion of management, reflect all adjustments necessary to present fairly such

information for the periods and at the dates indicated. All adjustments are of a normal recurring nature. Because the

following unaudited Condensed Consolidated Financial Statements have been prepared in accordance with Article 10 of

Regulation S-X, they do not contain all information and footnotes normally contained in annual consolidated financial

statements; accordingly, they should be read in conjunction with the Consolidated Financial Statements and notes thereto

appearing in the Company’s Annual Report on Form 10-K for the year ended June 30, 2024.

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TAMBORAN RESOURCES CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In dollars)


	Note	September 30, 2024	June 30, 2024
ASSETS
Current assets
Cash and cash equivalents		$74,042,004	$74,745,897
Trade and other receivables:
Joint interest billing		3,096,440	10,298,322
ATO receivable		1,471,724	700,115
Other tax receivables		10,124	11,514
Assets held for sale	3	7,990,000	8,366,000
Prepaid expenses and other current assets		3,350,342	3,209,033
Total current assets		89,960,634	97,330,881
Natural gas properties, successful efforts method:
Unproved properties	3	259,656,933	230,119,448
Assets under construction - natural gas equipment	3	10,411,399	7,542,064
Property, plant and equipment, net	3	74,792	102,244
Operating lease right-of-use assets	4	1,019,104	962,052
Finance lease right-of-use assets	4	18,164,738	20,697,452
Prepaid expenses and other non-current assets		1,932,677	1,889,890
Total non-current assets		291,259,643	261,313,150
TOTAL ASSETS		$381,220,277	$358,644,031

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	5	$16,125,305	$14,832,599
Current portion of operating lease obligations	4	360,801	397,999
Current portion of finance lease obligations	4	18,220,258	12,767,400
Total current liabilities		34,706,364	27,997,998
Operating lease obligations	4	725,571	587,250
Finance lease obligations	4	9,556,380	14,141,713
Asset retirement obligations	6	9,091,902	8,140,992
Other non-current liabilities		98,772	90,378
Total non-current liabilities		19,472,625	22,960,333
Total liabilities		54,178,989	50,958,331

Commitments and contingencies (Note 11)
Stockholders’ equity
Common stock, $0.001 par value, 10,000,000,000 and unlimited common stock authorized; 14,224,274 and 13,915,524 shares issued and outstanding at September 30, 2024 and June 30, 2024, respectively.	7	14,224	13,915
Additional paid-in capital		412,654,014	404,594,023
Accumulated other comprehensive loss		(792,014)	(11,512,975)
Accumulated deficit		(136,274,345)	(130,379,771)
Total Tamboran Resources Corporation stockholders’ equity		275,601,879	262,715,192
Noncontrolling interest		51,439,409	44,970,508
Total stockholders’ equity		327,041,288	307,685,700
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$381,220,277	$358,644,031

The accompanying notes are an integral part of these condensed consolidated financial statements.

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TAMBORAN RESOURCES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

(In dollars, except share amounts)


		Three months ended September 30,
	Note	2024	2023
Revenue and other operating income		$—	$—
Operating costs and expenses
Compensation and benefits, including stock-based compensation		(2,219,133)	(1,257,991)
Consultancy, legal and professional fees		(1,679,678)	(1,380,871)
Depreciation and amortization		(30,675)	(29,012)
Loss on remeasurement of assets classified as held for sale	3	(376,000)	—
Accretion of asset retirement obligations	6	(257,738)	(214,315)
Exploration expense		(1,009,509)	(904,864)
General and administrative		(1,405,338)	(528,939)
Total operating costs and expenses		(6,978,071)	(4,315,992)
Loss from operations		(6,978,071)	(4,315,992)
Other income (expense)
Interest income, net		796,043	83,788
Foreign exchange (loss) gain, net		(254,032)	614,346
Other expenses, net		(319,507)	(134,275)
Total other income (expense)		222,504	563,859
Net loss		(6,755,567)	(3,752,133)
Less: Net loss attributable to noncontrolling interest		(860,993)	(562,435)
Net loss attributable to Tamboran Resources Corporation stockholders		$(5,894,574)	$(3,189,698)
Comprehensive income (loss)
Net loss		$(6,755,567)	$(3,752,133)
Other comprehensive income (loss)
Foreign currency translation		12,148,177	(5,317,598)
Total comprehensive income (loss)		5,392,610	(9,069,731)
Less: Total comprehensive income (loss) attributable to noncontrolling interest		566,223	(1,401,920)
Total comprehensive income (loss) attributable to Tamboran Resources Corporation stockholders		$4,826,387	$(7,667,811)
Net loss per common stock
Basic and diluted	10	$(0.417)	$(0.376)
Weighted average number of common stock outstanding
Basic and diluted	10	14,124,788	8,486,578

The accompanying notes are an integral part of these condensed consolidated financial statements.

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TAMBORAN RESOURCES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(In dollars)


	Common stock	Additional paid-in capital	Accumulated other comprehensive loss	Accumulated deficit	Total Tamboran Resources stockholders’ equity	Noncontrolling interest	Total stockholders’ equity
Balance at July 1, 2023	$7,080	$259,298,821	$(11,310,125)	$(108,461,300)	$139,534,476	$21,046,470	$160,580,946
Issuance of common stock, net of issuance cost	1,503	34,396,910	—	—	34,398,413	—	34,398,413
Contributions from noncontrolling interest holders	—	—	—	—	—	6,149,495	6,149,495
Stock-based compensation	—	268,403	—	—	268,403	—	268,403
Foreign exchange translation	—	—	(4,478,113)	—	(4,478,113)	(839,485)	(5,317,598)
Net loss	—	—	—	(3,189,698)	(3,189,698)	(562,435)	(3,752,133)
Balance at September 30, 2023	$8,583	$293,964,134	$(15,788,238)	$(111,650,998)	$166,533,481	$25,794,045	$192,327,526
Balance at July 1, 2024	$13,915	$404,594,023	$(11,512,975)	$(130,379,771)	$262,715,192	$44,970,508	$307,685,700
Issuance of common stock under greenshoe option, net of issuance cost	309	6,930,541	—	—	6,930,850	—	6,930,850
Contributions from noncontrolling interest holders	—	—	—	—	—	5,902,678	5,902,678
Stock-based compensation	—	1,129,450	—	—	1,129,450	—	1,129,450
Foreign exchange translation	—	—	10,720,961	—	10,720,961	1,427,216	12,148,177
Net loss	—	—	—	(5,894,574)	(5,894,574)	(860,993)	(6,755,567)
Balance at September 30, 2024	$14,224	$412,654,014	$(792,014)	$(136,274,345)	$275,601,879	$51,439,409	$327,041,288

The accompanying notes are an integral part of these condensed consolidated financial statements.

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TAMBORAN RESOURCES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In dollars)


	Three months ended September 30,
	2024	2023
Cash flows from operating activities:
Net loss	$(6,755,567)	$(3,752,133)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	30,675	29,012
Stock-based compensation	1,129,450	268,403
Foreign exchange (gain) loss, net	254,032	(614,346)
Loss on remeasurement of assets classified as held for sale	376,000	—
Accretion of asset retirement obligations	257,738	214,315
Changes in operating assets and liabilities:
Trade and other receivables	879,882	76,299
Prepaid expenses and other assets	(184,096)	(969,309)
Accounts payable and accrued expenses	(150,084)	1,242,374
Other non-current liabilities	8,394	162,590
Net cash used in operating activities	(4,153,576)	(3,342,795)
Cash flows from investing activities:
Payments for exploration and evaluation	(12,226,577)	(18,867,528)
Payments for assets under construction	(2,669,138)	—
Advance received for sale of assets held for sale	400,000	—
Net cash used in investing activities	(14,495,715)	(18,867,528)
Cash flows from financing activities:
Proceeds from issue of common stock	—	36,151,220
Proceeds from issue of shares under greenshoe option	7,410,000	—
Contributions received from noncontrolling interest holders	11,454,459	—
Common stock issue transaction costs	(2,120,042)	(1,752,807)
Net cash from financing activities	16,744,417	34,398,413
Net (decrease) increase in cash and cash equivalents and restricted cash	(1,904,874)	12,188,090
Cash and cash equivalents and restricted cash at the beginning of period	74,745,897	7,056,136
Effects of exchange rate changes on cash and cash equivalents	1,200,981	2,377,745
Cash and cash equivalents and restricted cash at the end of period	$74,042,004	$21,621,971
Supplemental cash flow information:
Non-cash investing and financing activities:
Accrued capital expenditure	$2,683,682	$619,591
Asset retirement obligations	$(326,433)	$(72,433)
Stock-based compensation	$(1,129,450)	$(268,403)
Contribution receivable from noncontrolling interest holders	$3,306,021	$6,149,495
Operating lease right-of-use assets and lease liabilities	$(57,052)	$(78,933)
Interest accrued on finance lease liabilities	$(795,924)	$(815,910)
Finance lease right-of-use assets and lease liabilities	$—	$(25,812,769)
Non-cash finance lease costs capitalized to unproved properties	$3,328,639	$3,913,442

The accompanying notes are an integral part of these condensed consolidated financial statements.

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TAMBORAN RESOURCES CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 – Business and Basis of Preparation

General

Tamboran Resources Corporation (the “Company” or “Tamboran” and together with its consolidated subsidiaries,

the “Group”) is an early-stage growth-oriented natural gas company with a vision of supporting the net zero CO2 energy

transition in Australia and Asia-Pacific through developing low CO2 unconventional gas resources in the Northern

Territory (“NT”) of Australia. The Group is in the exploration stage with a current focus on exploiting its primary assets,

which are rights to working interests (“Tenements”) in exploration acreage in the Beetaloo sub-basin (“Beetaloo” or

“Beetaloo Basin”), NT Australia. To date, the Group has not determined whether the Tenements contains any natural gas

reserves that are economically recoverable. Further, the Group had no revenues from its gas operations as of September 30,

2024.

Going Concern and Management’s Liquidity Plan

The accompanying condensed consolidated financial statements have been prepared on the basis that the Group will

continue as a going concern which contemplates the realization of assets and the satisfaction of liabilities in the ordinary

and usual course of business.

As of September 30, 2024, the Group had:

•not generated revenues since inception, and is unlikely to generate earnings in the immediate or foreseeable

future;

•a working capital surplus of $47,264,270 (excluding assets held for sale);

•an accumulated deficit of $136,274,345 since inception; and

•significant expenditures planned for the unproved properties in the next 12 months.

These factors raise substantial doubt regarding the Group’s ability to continue as a going concern for the 12 months

following the date these condensed consolidated financial statements were available for issuance. The continuation of the

Group as a going concern is dependent upon the ability of the Group to obtain necessary additional capital to fund ongoing

exploration, appraisal and development projects and/or obtain gas producing properties to attain future profitable

operations. No assurance can be given that the Group will be successful in these efforts in the future.

Management has several plans in various stages of progress to source additional funding to provide operating capital

for continued growth of the Group. Therefore, these condensed consolidated financial statements do not include any

adjustments related to the recoverability and classification of recorded assets and liabilities that might be necessary should

the Group be unable to continue as a going concern.

Basis of Presentation of Condensed Consolidated Financial Statements

The accompanying condensed consolidated financial statements have been prepared in conformity with the

accounting principles generally accepted in the United States of America (“U.S. GAAP”) and rules and regulations of the

Securities and Exchange Commission (“SEC”) applicable to interim financial statements. Pursuant to such rules and

regulations, certain disclosures and information required by U.S. GAAP for complete consolidated financial statements

have been condensed or omitted. The accompanying condensed consolidated financial statements and notes therein should

be read in conjunction with the financial statements and notes included in our consolidated financial statements for the year

ended June 30, 2024 (“Group’s Annual Financial Statements”).

These condensed consolidated financial statements reflect all adjustments, in the opinion of management, which

include normal and recurring adjustments necessary to fairly state the Group’s consolidated financial position, results of

operations, and cash flows for the periods presented herein. The interim results are not necessarily indicative of results for

any other future annual or interim period. The June 30, 2024, condensed consolidated balance sheet was derived from the

audited Group’s Annual Financial Statements but does not include all disclosures required by U.S. GAAP for annual

financial statements.

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Significant Judgments and Accounting Estimates

The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires

management to make certain estimates and assumptions that affect the amounts of assets and liabilities, revenue and

expenses and related disclosures of contingent assets and liabilities reported in the condensed consolidated financial

statements and the accompanying notes. There have been no significant changes to the Group’s accounting estimates from

those disclosed in the Group’s Annual Financial Statements.

Significant Accounting Policies

The Group’s significant accounting policies are described in the notes to the consolidated financial statements for the

year ended June 30, 2024, included in the Group’s Annual Financial Statements. There have been no significant changes in

accounting policies during the three months ended September 30, 2024.

Foreign Currency Translation

These condensed consolidated financial statements are presented in US dollars (“$” or “dollars”) and the functional

currency of the Group is the Australian Dollar (“A$”). Adjustments resulting from the translation of functional currency

financial statements to reporting currency are accumulated and reported as a part of “Accumulated Other Comprehensive

Loss”, a separate component of stockholders’ equity.

Foreign Currency Transactions

Foreign currency transactions are translated into the Company’s functional currency using the exchange rates

prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such

transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in

foreign currencies are recognized in the condensed consolidated statements of operations and comprehensive loss.

Leases

As a Lessee

The Group accounts for leases under ASC 842, Leases (“ASC 842”). The Group determines if an arrangement is a

lease at inception of the arrangement and if such lease will be classified as an operating lease or a finance lease. The

Group’s leases represent its right to use an underlying asset for the lease term. Right-of-use (“ROU”) assets and liabilities

are recognized at the lease commencement date based on the present value of lease payments over the lease term. As the

Group’s leases do not provide an implicit rate, the Group used a proxy for its incremental borrowing rate, which is the rate

incurred to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar

economic environment.

The Group has elected to account for lease and non-lease components in its contracts as a single lease component for

all asset classes except for office premises.

Operating leases are included in “Operating lease right-of-use assets” within the Group’s condensed consolidated

balance sheet. The Group’s related obligation to make lease payments are included in “Current portion of operating lease

obligations” and “Operating lease obligations” within the Group’s condensed consolidated balance sheet. Operating lease

expense for lease payments is recognized on a straight-line basis over the lease term.

Finance leases are included in “Finance lease right-of-use assets” within the Group’s condensed consolidated balance

sheet. The Group’s related obligation to make lease payments are included in “Current portion of finance lease obligations”

and “Finance lease obligations” within the Group’s condensed consolidated balance sheet. Finance lease expense includes

amortization of the ROU assets and interest on lease liabilities. The Group capitalizes the finance lease expense as a part of

unproved properties when the leased asset is directly involved in the drilling of wells (i.e. the finance lease expense is a

direct cost of drilling wells).

Leases with a lease term of 12 months or less are not recorded on the condensed consolidated balance sheet and are

recognized as lease expense on a straight-line basis over the lease term. When it is reasonably certain the Group will

exercise an option to extend the short-term lease beyond 12 months, the cost will be capitalized.

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As a Lessor

Sublease income is recognized on a straight-line basis over the term of the sublease agreement and is recorded within

“Other expenses, net” in the condensed consolidated statements of operations and comprehensive loss.

Natural Gas Properties

The Group is in the exploration stage and has not yet realized any revenues from its operations. The Group holds a

number of exploration permits that are grouped into areas of interest according to geographical and geological attributes.

Expenditure incurred in each area of interest is accounted for using the successful efforts method, as defined within ASC

932, Extractive Activities – Oil and Gas.

Under this method, all general exploration and evaluation costs such as geological and geophysical costs are

expensed as incurred. The direct costs of acquiring the rights to explore, drilling exploratory wells, and evaluating the

results of drilling are capitalized as exploration and evaluation assets (as a part of unproved properties) pending the

determination of the results of the well. If a well does not result in hydrocarbons being present, the previously capitalized

costs are immediately expensed.

Note 2 – Variable Interest Entities

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 amended and restated joint

venture and shareholders agreement dated June 3, 2024 (the “TB1 Joint Venture Agreement”). In assessing the primary

beneficiary of TB1, the Company determined the primary activities that most significantly impact the economic

performance of TB1 include serving as the manager, determining the strategy and direction of TB1, and the power to create

a budget.

The Company was appointed as the manager to manage and carry out day-to-day operations which supports the basis

of Tamboran as the primary beneficiary. The Company, as manager, also prepares the work plans and budget of TB1. As

such it was determined that the Company has the power to direct TB1’s activities that most significantly impact TB1’s

economic performance. As a result of the assessment performed, 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 Company 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 Company and DWE in proportion to their respective equity interest in TB1, however, to date the

Company has contributed a greater proportion of the capital and has no ability to recoup any of the excess funding the

Company has made to TB1 from DWE and therefore has a greater exposure to absorb losses.

A loan was provided to TR West from Tamboran Resources Pty Ltd (formerly known as Tamboran Resources

Limited) ("TR Ltd."), a wholly owned subsidiary of the Company. The loan was used by TR West to acquire 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. As a result of the TB1 Joint Venture Agreement, the Company and DWE each beneficially acquired 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 pick up Falcon’s interest, increasing TB1 Operator’s working interest to at least 95% in the wells drilled from the

SS2 well pad.

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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, 2024 and June 30, 2024:


	September 30, 2024	June 30, 2024
ASSETS
Current assets
Cash and cash equivalents	$8,454,574	$1,488,541
Trade and other receivables:
Joint interest billing	3,096,440	10,298,322
Intercompany receivable	5,526,088	7,415,684
ATO receivable	1,138,054	615,480
Prepaid expenses and other current assets	1,805,605	1,476,094
Total current assets	20,020,761	21,294,121
Natural gas properties, successful efforts method:
Unproved properties	194,418,892	167,998,061
Assets under construction- natural gas equipment	10,411,398	7,542,064
Finance lease right-of-use assets	19,096,969	20,697,452
Prepaid expenses and other non-current assets	402,565	385,215
Total non-current assets	224,329,824	196,622,792
TOTAL ASSETS	$244,350,585	$217,916,913

LIABILITIES
Current liabilities
Accounts payable and accrued expenses	$12,098,118	$10,569,865
Current portion of finance lease obligations	18,795,312	12,767,400
Total current liabilities	30,893,430	23,337,265
Finance lease obligations	10,193,335	14,141,713
Asset retirement obligations	4,821,472	4,174,178
Loan from Tamboran	128,124,936	113,096,572
Total non-current liabilities	143,139,743	131,412,463
TOTAL LIABILITIES	$174,033,173	$154,749,728

Note 3 – Property, Plant and Equipment & Natural Gas Properties

Natural Gas Properties

The Group held unproved natural gas properties as of September 30, 2024 and June 30, 2024, amounting to

$259,656,933 and $230,119,448, respectively. These amounts reflect the Group’s exploration and evaluation projects,

which are pending the determination of proven and probable reserves and were not being depleted for the three months

ended September 30, 2024, and 2023. These assets will be reclassified to proven gas properties upon commencement of

production and then subsequently depleted.

During the three months ended September 30, 2024 and September 30, 2023, the Group recognized no impairment

related to unproved natural gas properties.


	Natural gas properties
	EP 161	EP136	EP 76, 98 and 117	Total
Balance at July 1, 2024	$23,744,221	$51,035,326	$155,339,901	$230,119,448
Capital expenditure	15,687	234,594	14,659,978	14,910,259
Restoration assets	—	—	326,433	326,433
Interest on finance lease liability and related depreciation of ROU assets capitalized	—	—	3,328,639	3,328,639
Effect of changes in foreign exchange rates	1,051,310	2,268,552	7,652,292	10,972,154
Balance at September 30, 2024	$24,811,218	$53,538,472	$181,307,243	$259,656,933

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Property, Plant and Equipment

The Group held property, plant and equipment, including leasehold improvements, as of September 30, 2024 and

June 30, 2024, amounting to $74,792 and $102,244, respectively.

Assets Under Construction

In April, 2024 the Group began to execute agreements for long lead items required for the Sturt Plateau Compression

Facility (“SPCF”) in the Beetaloo Basin. These items included essential plant components comprising of a compressor and

dehydration unit that would convert future raw gas to meet sales gas quality, subject to the terms of definitive development

agreements. During the three months ended September 30, 2024, the Group commenced detailed design of the SPCF. The

Group held total assets under construction related to the SPCF as of September 30, 2024 and June 30, 2024 of $10,411,399

and $7,542,064 respectively.

The 40 MMcf/d SPCF is expected to be connected to the Amadeus Gas Pipeline ("AGP") via the construction of

the 35-kilometer Sturt Plateau Pipeline ("SPP") subject to achieving project milestones and executing further agreements.

Loss on Assets Classified as Held for Sale

During the three months ended September 30, 2024, the Group had rig 403 classified as held for sale. In September,

2024, the Group entered into an exclusivity agreement with a third party for the sale of rig 403 for $8,500,000 (excluding a

sales commission of 6%). On September 30, 2024, the Group received a non-refundable advance payment of $400,000 for

a 30-day exclusivity period. As this exclusivity agreement indicated a firm offer, the Group recognized a loss on assets held

for sale of $376,000 to reduce the asset to the lower of its carrying amount and the fair value less costs to sell.

Subsequent to September 30, 2024, the Group completed the sale of rig 403. Refer to Note 13 for additional details.

Note 4 – Leases

As a Lessee

The Group’s operating lease activities consist of leases for office premises.

cing July 1, 2024, the Group entered into a new lease agreement with Drecom Pty Ltd ATF English Family Trust for their

office premises in Darwin, Australia. The term of the lease is three years, with an option to further renew the lease for two

years.

Commencing October 1, 2023, the Group entered into a new lease agreement with Lendlease IMT (OITST ST) Pty

Ltd for their office premises in Barangaroo, Australia. The term of the lease is four years, with no option to renew.

On September 9, 2022, Sweetpea Petroleum Pty Ltd (“Sweetpea”), a wholly owned subsidiary of Tamboran, entered

into a drilling contract with Helmerich & Payne International Holdings LLC ("H&P") for H&P to assist the Group in

carrying out its onshore drilling operations in Australia. The drilling contract grants Tamboran the right to use the drilling

rig from H&P over the non-cancellable contract term of 25 months starting from July 1, 2023. Under the terms of the

agreement, the Group has the right to place the drilling rig on a temporary suspension rate between wells for a period up to

270 days (the “Gap Period”). For each day of the Gap Period consumed, additional days are added to the fixed minimum

term. As of September 30, 2024, the end date of the drilling contract for the current rig is mid-July 2026. The drilling

contract is recognized as a finance lease under ASC 842 (“H&P Rig Lease”).

The present value of the minimum future obligations was calculated based on an interest rate of 13.5% p.a., which

was recognized in finance lease liabilities in the condensed consolidated balance sheet.

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The following table presents the classification and location of the Group’s leases on the condensed consolidated

balance sheets:


	September 30, 2024	June 30, 2024
Right-of-use assets:
Operating lease right-of-use assets	$1,019,104	$962,052
Finance lease right-of-use assets	18,164,738	20,697,452
	19,183,842	21,659,504

Lease liabilities:
Current portion of operating lease obligations	360,801	397,999
Non-current portion of operating lease obligations	725,571	587,250
Current portion of finance lease obligations	18,220,258	12,767,400
Non-current portion of finance lease obligations	9,556,380	14,141,713
	$28,863,010	$27,894,362

For the three months ended September 30, 2024, and 2023, the components of the lease costs were as follows:


	Three months ended September 30,
	2024	2023
Operating leases:
Operating lease cost charged to profit and loss	$157,146	$70,514

Finance leases:
Interest on lease liabilities	795,924	815,910
Depreciation on right-of-use assets	2,532,715	3,097,532
Total finance lease cost	3,328,639	3,913,442
Less: Lease cost capitalized to unproved properties	(3,328,639)	(3,913,442)
Finance lease cost charged to profit and loss	$—	$—

The following table presents the cash flow information related to lease payments for the three months ended

September 30, 2024, and 2023:


	Three months ended September 30,
	2024	2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$157,146	$70,514
Financing cash flows for finance leases	—	—
	$157,146	$70,514

The following table presents supplemental information for the Group’s non-cancellable leases for the three months

ended September 30, 2024, and 2023:


	Three months ended September 30,
	2024	2023
Operating leases:
Weighted-average remaining lease term	3.57	1.42
Weighted-average incremental borrowing rate	13.50%	3.90%

Finance leases:
Weighted-average remaining lease term	1.83	2.83
Weighted-average incremental borrowing rate	13.45%	13.45%

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As of September 30, 2024, the Group’s undiscounted minimum cash payment obligations for its lease liabilities are

as follows:


As at September 30, 2024	Operating leases	Finance leases
Fiscal year ending June 30, 2025 (excluding three months period from July 1, 2024 to September 30, 2024)	$392,879	$15,419,850
Fiscal year ending June 30, 2026	356,745	14,417,500
Fiscal year ending June 30, 2027	368,215	632,000
Thereafter	177,578	—
Total lease payments	1,295,417	30,469,350
Less: Imputed interest	(209,045)	(2,692,712)
Present value of lease liabilities	$1,086,372	$27,776,638

As a Lessor

On October 15, 2023, the Group entered into an agreement with a third party to sublease its former office premises in

Manly, Australia. The commencement date of the sublease was October 1, 2023, with a lease term of 17 months. Sublease

income for the three months ended September 30, 2024, was $81,637 and is included within “Other expenses, net” on the

Group’s condensed consolidated statements of operations and comprehensive loss. There have been no indications of

impairment related to the underlying right-of-use asset.

Note 5 – Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses included in current liabilities consist of the following:


	September 30, 2024	June 30, 2024
Accounts payable	$7,183,077	$6,619,320
Accrued payroll	391,002	13,216
Compensated absences	744,222	668,825
Defined contribution superannuation payable	—	8,164
Accrued capital expenditure	7,002,385	4,318,703
Accrued expenses	804,619	3,204,371
	$16,125,305	$14,832,599

Note 6 – Asset Retirement Obligations

The Group recognizes the liability for an asset retirement obligation at their estimated fair value in the period in

which the obligation originates. Fair value is estimated using the present value technique (level 2) based on a number of

observable inputs including estimates and assumptions such as future retirement costs, future inflation rates and the

Group’s credit-adjusted risk-free interest rate.

The Group capitalized the present value of the estimated asset retirement obligations as a part of the carrying amount

of the related natural gas properties. The liability has been accreted to its present value for three months ended

September 30, 2024.

The reconciliation of changes in asset retirement obligations for the three months ended September 30, 2024, is as

follows:


	Three months ended September 30, 2024
Beginning asset retirement obligations	$8,140,992
Liabilities incurred	326,433
Accretion expense	257,738
Effect of changes in foreign exchange rates	366,739
Long-term asset retirement obligations	$9,091,902

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Note 7 – Stockholders’ Equity

Movement in Common Stock:


	Date	Tamboran common stock	Issue price	Details	Net proceeds
Balance at July 1, 2024		13,915,524			$396,924,177
Capital raise	July 2024	308,750	$24.00	$7,410,000
Less: Transaction costs		—		$(479,150)	6,930,850

Form: 10-Q

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