Form 8-K/A

8-K/A — Tamboran Resources Corp

Accession: 0001193125-26-340239

Filed: 2026-08-07

Period: 2026-05-28

CIK: 0001997652

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Financial Statements and Exhibits

Documents

8-K/A — d182759d8ka.htm (Primary)

EX-23.1 (d182759dex231.htm)

EX-99.2 (d182759dex992.htm)

EX-99.3 (d182759dex993.htm)

EX-99.4 (d182759dex994.htm)

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8-K/A

8-K/A (Primary)

Filename: d182759d8ka.htm · Sequence: 1

8-K/A

Tamboran Resources Corp true 0001997652 0001997652 2026-05-28 2026-05-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 28, 2026

TAMBORAN RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-42149

93-4111196

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Suite 01, Level 39, Tower One, International Towers Sydney

100 Barangaroo Avenue, Barangaroo NSW 2000

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: Australia +61 2 8330 6626

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, par value $0.001 per share

TBN

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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. ☐

Explanatory Note

On May 28, 2026, Tamboran Resources Corporation (“Tamboran”) filed a Current Report on Form 8-K with the Securities and Exchange Commission (the “Original 8-K”), which reported under Item 2.01 that on May 28, 2026, Tamboran, Tamboran (Beetaloo) Pty Ltd, a company organized under the laws of Australia and an indirect wholly owned subsidiary of Tamboran (“Australia Sub”), and Tamboran Resources Investments Holding Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Tamboran (“U.S. Sub”), completed the previously announced acquisition of all of the subsidiaries of Falcon Oil & Gas Ltd., a corporation incorporated under the Business Corporations Act (British Columbia) (“Falcon” and such transaction, the “Arrangement”), pursuant to an Arrangement Agreement, dated as of September 30, 2025, by and among Tamboran, Australia Sub, U.S. Sub and Falcon (as amended by that certain Amending Agreement (the “Amending Agreement”) dated as of March 31, 2026, by and among Tamboran, Australia Sub, U.S. Sub and Falcon, the “Arrangement Agreement”).

This first amendment to the Original 8-K (“Amendment No. 1”) is being filed to provide the consolidated financial statements of Falcon and the pro forma financial statements of Tamboran required by Item 9.01 of Form 8-K. This Amendment No. 1 should be read in conjunction with the Original 8-K. Except as set forth herein, no modifications have been made to information contained in the Original 8-K.

Item 9.01

Financial Statements and Exhibits.

(a)

Financial statements of businesses acquired.

The audited consolidated financial statements of Falcon as of and for the years ended December 31, 2025 and 2024 and the unaudited interim condensed consolidated financial statements of Falcon for the three-month period ended March 31, 2026 are attached as Exhibits 99.2 and 99.3, respectively, to this Form 8-K/A and incorporated herein by reference.

(b)

Pro forma financial information.

The unaudited pro forma condensed combined financial information for the fiscal year ended June 30, 2025 and for the nine months ended March 31, 2026, related to the Company’s acquisition of Falcon is attached as Exhibit 99.4 to this Form 8-K/A and incorporated herein by reference.

(d)

Exhibits.

Exhibit

No.

Description

23.1

Consent of BDO Canada LLP, independent registered public accounting firm

99.2

Audited Consolidated Financial Statements of Falcon Oil & Gas Ltd. as of and for the fiscal years ended December 31, 2025 and 2024.

99.3

Unaudited Interim Condensed Consolidated Financial Statements of Falcon Oil & Gas Ltd. as of and for the three months ended March 31, 2026.

99.4

Unaudited Pro Forma Condensed Combined Financial Information as of and for the fiscal year ended June 30, 2025 and as of and for the nine months ended March 31, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TAMBORAN RESOURCES CORPORATION

Date: August 7, 2026

By:

/s/ Eric Dyer

Eric Dyer

Chief Financial Officer

EX-23.1

Filename: d182759dex231.htm · Sequence: 2

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-288382, 333-293057 and 333-294908) and Form S-8 (No.

333-280558 and 333-296575) of Tamboran Resources Corporation of our report dated August 6, 2026, relating to the consolidated financial statements of Falcon

Oil & Gas Ltd.(the “Company”) which appear in this Form 8-K/A. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

/s/ BDO Canada LLP

Calgary, Alberta

August 7, 2026

EX-99.2

Filename: d182759dex992.htm · Sequence: 3

EX-99.2

Exhibit 99.2

Falcon Oil & Gas Ltd.

Consolidated Financial Statements

Year Ended 31 December

2025

(Presented in U.S. Dollars)

Falcon Oil & Gas Ltd.

Consolidated Financial Statements

Year Ended

31 December 2025

Table of Contents

Page Number

Independent Auditors’ Report

Consolidated Statement of Operations and Comprehensive Loss

Consolidated Statement of Financial Position

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Tel: 403 266 5608

BDO Canada LLP

Fax: 403 233 7833

903 - 8th Avenue SW, Suite 620

www.bdo.ca

Calgary AB T2P 0P7

Canada

Independent Auditor’s Report

To the Shareholders of Falcon Oil & Gas Ltd.

Opinion

We have audited the consolidated

financial statements of Falcon Oil & Gas Ltd. and its subsidiaries (the “Company”) which comprise the consolidated statements of financial position as at December 31, 2025 and 2024, and the consolidated statements of

operations and comprehensive loss, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as at

December 31, 2025 and 2024, and their financial performance and cash flows for the years then ended in accordance with International Financial Reporting Standards (“IFRS Accounting Standards”) as issued by the International

Accounting Standards Board.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those

standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance

with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 in the

consolidated financial statements which indicates that the Company requires additional funding in the next twelve months after the approval of the consolidated financial statements in order to continue as a going concern. As stated in Note 2, these

events or conditions, along with other matters as set forth in Note 2, raise substantial doubt on the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans

regarding these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and

for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

BDO Canada LLP, a Canadian limited liability partnership, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the

International BDO network of independent member firms.

In preparing the consolidated financial statements, management is required to evaluate whether there are

conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether

due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS

will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,

misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the

consolidated financial statements.

In performing an audit in accordance with GAAS, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

•

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to

fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting

estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

•

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise

substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to

communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ BDO Canada LLP

Chartered Professional Accountants

Calgary, Canada

August 6, 2026

Falcon Oil & Gas Ltd.

Consolidated Financial Statements

Year Ended 31

December 2025

Notes

Year Ended 31 December

2025

$’000

Year Ended 31 December

2024

$’000

Revenue

Oil and natural gas revenue

—

Other income

—

Expenses

Exploration and evaluation expenses

(187

)

(196

)

General and administrative expenses

(2,351

)

(2,031

)

Decommissioning provision

—

Foreign exchange gain

151

256

(2,361

)

(1,971

)

Results from operating activities

(2,298

)

(1,971

)

Finance income

302

Finance expense

(573

)

(1,036

)

Net finance expense

(271

)

(994

)

Loss before tax

(2,569

)

(2,965

)

Taxation

(27

)

—

Loss and comprehensive loss for the year

(2,596

)

(2,965

)

Loss and comprehensive loss attributable to:

Equity holders of the company

(2,587

)

(2,958

)

Non-controlling interests

)

Loss and comprehensive loss for the year

(2,596

)

(2,965

)

Loss per share attributable to equity holders of the company:

Basic and diluted

($0.002)

($0.003)

The notes on pages 9 to 28 are an integral part of these consolidated financial statements.

Falcon Oil & Gas Ltd.

Consolidated Statement of Financial Position

Notes

At 31 December

2025

$’000

At 31 December

2024

$’000

Assets

Non-current assets

Exploration and evaluation assets

56,797

50,291

Right of use assets

—

Decommissioning deposits

2,798

Restricted cash

2,040

59,634

52,387

Current assets

Cash and cash equivalents

1,282

6,823

Accounts receivable

173

3,031

1,455

9,854

Total assets

61,089

62,241

Equity and liabilities

Equity attributable to owners of the parent

Share capital

406,684

Contributed surplus

47,446

Accumulated deficit

(412,742

)

(410,155

)

41,388

43,975

Non-controlling interests

681

690

Total equity

42,069

44,665

Liabilities

Non-current liabilities

Decommissioning provision

17,261

16,587

17,261

16,587

Current liabilities

Accounts payable and accrued expenses

1,753

989

Lease liability

—

1,759

989

Total liabilities

19,020

17,576

Total equity and liabilities

61,089

62,241

Going Concern (Note 2)

Commitments and contingencies (Note 26)

Subsequent events (Note

27)

The notes on pages 9 to 28 are an integral part of these consolidated financial statements.

Sole Director:

‘Doug Bailey’

Doug Bailey

6 August 2026

Falcon Oil & Gas Ltd.

Consolidated Statement of Changes in Equity

Notes

capital

$’000

Contributed

surplus

$’000

Accumulated

deficit

$’000

Equity

interests

of the

parent

$’000

Non-

Controlling

interests

(“NCI”)

$’000

Total

equity

$’000

At 1 January 2024

402,120

47,379

(407,197

)

42,302

697

42,999

Loss and total comprehensive loss for the year

—

(2,958

)

(2,958

)

(2,965

)

Share-based compensation

—

Equity raise, net of share issuance costs

4,564

—

4,564

—

4,564

At 31 December 2024

406,684

47,446

(410,155

)

43,975

690

44,665

Loss and total comprehensive loss for the year

—

(2,587

)

(2,587

)

(2,596

)

At 31 December 2025

406,684

47,446

(412,742

)

41,388

681

42,069

The notes on pages 9 to 28 are an integral part of these consolidated financial statements.

Falcon Oil & Gas Ltd.

Consolidated Statement of Cash flows

Year Ended 31 December

Notes

2025

$’000

2024

$’000

Cash flows from operating activities

Net loss for the year

(2,596

)

(2,965

)

Adjustments for:

Share-based compensation

—

Depreciation

—

Amortisation of right of use assets

—

Proceeds from sale of fixed assets

(63

)

—

Net finance loss

271

994

Foreign exchange gain

(151

)

(256

)

Decommissioning provision

(26

)

—

Change in non-cash working capital

Increase in accounts receivable

(50

)

(16

)

Increase in accounts payable

177

Net cash used in operating activities

(2,403

)

(2,108

)

Cash flows from investing activities

Interest received

Decommissioning provision deposits

(2,651

)

—

Repayment of restricted cash - decommissioning provision

2,265

—

Legacy exploration permit bonds refunded

R&D tax incentive refunded

2,962

—

Proceeds from sale of fixed assets

—

Exploration and evaluation assets additions

(6,075

)

(7,110

)

Granting of ORRIs

—

4,000

Net cash used in investing activities

(3,393

)

(3,068

)

Cash flows from financing activities

Principal paid on lease liabilities

(20

)

—

Interest paid on lease liabilities

)

—

Proceeds from equity raise

—

4,564

Net cash generated from financing activities

(23

)

4,564

Change in cash and cash equivalents

(5,819

)

(612

)

Effect of exchange rates on cash & cash equivalents

278

(557

)

Cash and cash equivalents at beginning of year

6,823

7,992

Cash and cash equivalents at end of year

1,282

6,823

The notes on pages 9 to 28 are an integral part of these consolidated financial statements.

Falcon Oil & Gas Ltd.

Notes to the Consolidated Financial Statements

Year

Ended 31 December 2025

General Information

Falcon Oil & Gas Ltd. (“Falcon”) is an oil and gas company engaged in the exploration and development of unconventional oil and gas

assets. Falcon’s interests are located in Australia, Hungary and South Africa.

Falcon is incorporated in British Columbia, Canada with a registered

office at 1200 Waterfront Centre, 200 Burrard Street, Vancouver BC V7X 1T2, Canada and headquartered in Dublin, Ireland. Falcon’s Common Shares were traded on Toronto’s TSX Venture Exchange

(“TSX-V”) (symbol: FO.V) and AIM, a market operated by the London Stock Exchange (symbol: FOG).

The information provided herein in respect of Falcon includes information in respect of its wholly-owned subsidiaries: TXM Oil and Gas Exploration Kft., a

Hungarian limited liability company (“TXM”); Falcon Oil & Gas Ireland Ltd., an Irish limited liability company (“Falcon Ireland”); Falcon Oil & Gas Holdings Ireland Ltd., an Irish limited

liability company (“Falcon Holdings Ireland”); Falcon Exploration and Production South Africa (Pty) Ltd., a South African limited liability company (“Falcon South Africa”) and its 98.1% majority owned

subsidiary, Falcon Oil & Gas Australia Limited, an Australian limited liability company (“Falcon Australia”) (collectively, the “Company” or the “Group”).

Material accounting policies

The material accounting policies adopted by the Group are set out below. These policies have been consistently applied to all the years presented, unless

otherwise stated.

Basis of preparation and going concern

Prepared in accordance with International Financial Reporting Standards Accounting Standards as issued by the International Accounting Standards Board (IASB).

On 30 September 2025 Falcon and Tamboran Resources Corporation (NYSE: TBN, ASX: TBN) (“Tamboran”) entered into a transaction

(“Transaction”) whereby Tamboran will acquire all of Falcon’s subsidiaries (as listed under “1. General Information”) in exchange for 6,537,503 shares of Tamboran NYSE Common Stock (the “Share

Consideration”) and cash consideration of $23.7 million (the “Cash Consideration”) for non-eligible shareholders, which was approved by the Company’s shareholders on 11 March

2026. The Transaction will result in the transfer of substantially all of the Group’s assets and liabilities, and it will have no active operations going forward. Pursuant to the Transaction, eligible Falcon shareholders will exchange their

common shares for the Share Consideration on the basis of approximately 0.00687 Tamboran common shares for each Falcon common share and the Cash Consideration will be paid by Tamboran into a blocked account in the name of a sanctioned shareholder.

The Transaction closed 28 May 2026 (Note 27). Furthermore, as agreed as part of the Transaction, Tamboran has, subject to certain conditions, agreed to use commercially reasonable endeavours to pay any cash calls or credit support required to be

paid by Falcon, in accordance with the terms of the Beetaloo Joint Operating Agreement and the APA Development Agreement as applicable from the 30 September 2025.

As of 31 December 2025 the Group had $1.3 million of cash and cash equivalents however that money has been expended at the date of the approval of

these financial statements. Tamboran has provided funding in the intervening period to ensure Falcon continues to meet its obligations as they fall due, and Tamboran has confirmed its continuing support of the residual company going forward. In

addition to this, Falcon has submitted a Research and Development tax Incentive application for approximately $2 million subsequent to the balance sheet date and has received additional cash resources for the Group towards its own operating

costs (Note 27).

The sale of substantially all of the operations results in the existence of a material uncertainty, which may cast substantial doubt

over the Group’s ability to continue as a going concern, and therefore, it may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include adjustments that would

result if the Group was unable to continue as a going concern.

Having given due consideration to the Transaction as noted above and the cash requirements

of the Group, management and those charged with governance has a reasonable expectation that the Group will have adequate resources to meet its obligations.

For this reason, the Board continues to adopt the going concern basis in preparing these consolidated financial statements which assumes the Group will be

able to meet its liabilities as they fall due for the foreseeable future.

Falcon Oil & Gas Ltd.

Notes to the Consolidated Financial Statements

Year

Ended 31 December 2025

Material accounting policies (continued)

Standards, interpretations and amendments to published standards

The following were adopted on 1 January 2025 but have no material impact on the financial statements:

New standards, interpretations and amendments effective for periods

beginning 1 January 2025

Effective date

Lack of exchangeability (amendments to IAS 21)

1 January 2025

Several new standards and amendments to existing standards and interpretations, which have been issued by the IASB, and which

are expected to apply to the Group are not yet effective and have not been applied in preparing these financial statements. The Group does not expect the adoption of these new standards and interpretations, to have a material impact on the financial

statements as they are neither relevant, nor significant nor require accounting which is inconsistent with the Group’s current accounting policies apart from IFRS 18, which the Group is currently evaluating.

New standards, interpretations and amendments applicable to future

periods

Effective date

Amendments to the classification and measurement of financial instruments—amendments to IFRS 9 and IFRS 7

1 January 2026

Annual Improvements to IFRS accounting standards - IFRS 10, IFRS 9, IFRS 1, IAS 7, IFRS 7

1 January 2026

IFRS 19 Subsidiaries without public accountability: disclosures

1 January 2027

IFRS 18 Presentation and disclosure in financial statements

1 January 2027

Historical cost convention

The consolidated financial statements have been prepared on the historical cost basis with the exception of share options which are measured at fair value.

Foreign currency translation

(i) Functional

and presentation currency

The consolidated financial statements are presented in United States dollars (“$”). All amounts,

except as otherwise indicated, are presented in thousands of dollars. The functional currency for group subsidiaries is United States dollars.

“CDN$” where referenced in the financial statements represents Canadian dollars, “£” represent British pounds

sterling, “HUF” represents Hungarian forints and “A$” represents Australian dollars.

(ii) Transactions and

balances

Transactions in foreign currencies are translated to United States dollars, at exchange rates at the dates of the transactions. Monetary

assets and liabilities denominated in foreign currencies are translated to United States dollars at the period end exchange rate. Non-monetary assets and liabilities denominated in foreign currencies that are

measured at fair value are translated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising on translation are recognised in the statement of operations and comprehensive

loss.

Basis of consolidation

These consolidated

financial statements include the accounts of Falcon and its subsidiaries. Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following elements are present: power

over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any

of these elements of control. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Non-controlling interests (“NCI”) in the net assets of consolidated subsidiaries are identified

separately from Falcon’s equity. Non-controlling interests consists of the non–controlling interest at the date of the change in ownership plus the

non-controlling interest’s share of changes in equity since that date.

Falcon Oil & Gas Ltd.

Notes to the Consolidated Financial Statements

Year

Ended 31 December 2025

All of Falcon’s subsidiaries are wholly owned except for Falcon Australia of which 98.1% of the

outstanding ordinary shares are owned by Falcon. The consolidated financial statements include non-controlling interests representing the 1.9% portion of Falcon Australia’s assets and liabilities not

controlled by Falcon. The reporting dates of the Company and its subsidiaries have the same reporting dates.

Intercompany balances, transactions, and any

unrealised income and expenses arising from intercompany transactions, are eliminated in preparing the consolidated financial statements.

Joint

operations

The Group accounts for its interests in joint operations by recognising its share of assets, liabilities, revenues and expenses in

accordance with its contractually conferred rights and obligations, for details on the work commitments please refer to Note 26.

Trade payables

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Overriding Royalty Interest

A financial liability will

arise in relation to the Overriding Royalty Interests (“ORRI”) on the Group’s exploration licence when an obligation will exist, which would occur when production commences. For further details on ORRIs please refer to Note

20.

Share capital

Common shares are classified as

equity. Incremental costs directly attributable to the issue of common shares and share options are recognised as a deduction from equity, net of any tax effects.

Accumulated deficit

Accumulated deficit is all other net

losses and transactions not recognised anywhere else.

Equity interests of the parent

Equity interests of the parent equates to the total for share capital, contributed surplus and accumulated deficit, but does not include a NCI.

Total equity

Total equity equates to the total for share

capital, contributed surplus and accumulated deficit and NCI.

Property, plant and equipment and intangible exploration assets

(i) Recognition and measurement

Exploration and

evaluation (“E&E”) expenditures

Pre-license costs are recognised in the

statement of operations and comprehensive loss as part of exploration and evaluation expenses as incurred.

E&E costs, including the costs of

acquiring licenses and directly attributable general and administrative costs, initially are capitalised under full cost accounting, as either tangible or intangible exploration and evaluation assets according to the nature of the assets acquired.

The costs are accumulated pending determination of technical feasibility and commercial viability.

E&E assets are assessed for impairment if

(i) sufficient data exists to determine technical feasibility and commercial viability, or (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount. For purposes of impairment testing, E&E assets are

allocated to cash-generating units (“CGUs”), which consist of the Group’s Australian exploration project which is pending the determination of proven or probable reserves, for details see Note 11.

Falcon Oil & Gas Ltd.

Notes to the Consolidated Financial Statements

Year

Ended 31 December 2025

Material accounting policies (continued)

The technical feasibility and commercial viability of extracting a resource is considered to be determinable

when proven reserves are determined to exist. A review of each exploration license or field is carried out, at least annually, to ascertain whether proven reserves have been discovered. Upon determination of proven reserves, intangible exploration

and evaluation assets attributable to those reserves are first tested for impairment and then reclassified from E&E assets to a separate category within tangible assets referred to as oil and natural gas interests.

Proceeds from disposal or farm-in transactions of intangible exploration assets are used to reduce the carrying amount

of the assets. When proceeds exceed the carrying amount, the difference is recognised as a gain. When the Group disposes of its full interests, gains or losses are recognised in accordance with the policy for recognising gains or losses on the sale

of plant, property and equipment.

Costs incurred for assets impaired and deemed to have no future commercial viability are expensed through the statement

of operations and comprehensive income/loss.

Development and production costs

Items of property, plant and equipment, which include oil and gas development and production assets, are measured at cost less accumulated depletion and

depreciation and accumulated impairment losses. Development and production assets are grouped into CGUs for impairment testing. When significant parts of an item of property, plant and equipment, including oil and natural gas interests, have

different useful lives, they are accounted for as separate items (major components).

Gains and losses on disposal of an item of property, plant and

equipment, including oil and natural gas interests, are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within “other income” or “other

expenses” in the statement of operations and comprehensive loss.

Other fixed assets

Costs incurred on office fixtures and fittings are stated at historical cost less accumulated depreciation and any recognised impairment.

(ii) Subsequent costs

Costs incurred subsequent

to the determination of technical feasibility and commercial viability and the costs of replacing parts of property, plant and equipment are recognised as oil and natural gas interests only when they increase the future economic benefits embodied in

the specific asset to which they relate. All other expenditures are recognised in the statement of operations and comprehensive loss as incurred. Such capitalised oil and natural gas interests generally represent costs incurred in developing proved

and / or probable reserves and bringing in or enhancing production from such reserves and are accumulated on a field or geotechnical area basis. The carrying amount of any replaced or sold component is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in the statement of operations and comprehensive loss as incurred.

Share-based compensation

Share-based compensation is

measured at fair value at the grant date and expensed over the vesting period with a corresponding increase to contributed surplus. The amount recognised as expense is adjusted for an estimated forfeiture rate for options that will not vest, which

is adjusted as actual forfeitures occur, until the shares are fully vested. Consideration paid upon the exercise of stock options, together with corresponding amounts previously recognised in contributed surplus, is recorded as an increase to share

capital.

Provisions

A provision is recognised if,

as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by

discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Provisions are not recognised for

future operating losses.

Falcon Oil & Gas Ltd.

Notes to the Consolidated Financial Statements

Year

Ended 31 December 2025

Material accounting policies (continued)

(i) Decommissioning provisions

The Company’s activities give rise to dismantling, decommissioning and site disturbance remediation activities. Provision is made for the estimated cost

of site restoration and capitalised in the relevant asset category.

Decommissioning provisions are measured at the present value of management’s

best estimate of expenditure required to settle the present obligation at the statement of financial position date. Subsequent to initial measurement, the obligation is adjusted at the end of each period to reflect the passage of time and changes in

the estimated future cash flows underlying the obligation. For the Hungarian provision an increase in the provision due to the passage of time is recognised as a finance cost and increases / decreases due to changes in the estimated future cash

flows are recorded through the statement of operations and comprehensive income/loss given the asset is impaired. For the Australian provision any increases to the provision are recognised as an adjustment to the exploration and evaluation assets.

Actual costs incurred upon settlement of the decommissioning provisions are charged against the provision to the extent the provision was established.

Contributed surplus

Contributed surplus represents the

corresponding entry to the expense recognised in the consolidated statement of operations and comprehensive loss for share-based compensation.

Segment

reporting

The operating segment is reported in a manner consistent with the internal reporting provided to the chief operating decision-maker

(“CODM”), details of which are discussed in Note 5. The CODM is considered to be the Board of Directors.

Finance income and

expenses

Finance income includes interest income which is recognised as it accrues in the statement of operations and comprehensive loss, using the

effective interest method. Finance income may also include foreign currency gains related to financing facilities.

Finance expense comprises accretion of

the discount on provisions and may also include foreign currency losses, reported related to financing facilities.

Government grants

Government grants (applicable to Australian R&D Tax Incentives) related to assets, including non-monetary grants at

fair value, are presented in the statement of financial position by deducting the grant in arriving at the carrying amount of the asset. Government grants related to assets, including non-monetary grants at

fair value are not recognised until there is reasonable assurance that the Company will comply with the conditions attaching to them and the grants will be received.

Income tax

Income tax expense comprises current and

deferred tax. Income tax expense is recognised in the statement of operations and comprehensive loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any

adjustment to tax payable in respect of previous years.

Deferred tax is recognised using the statement of financial position method, providing for

temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised on the initial recognition of assets or liabilities in a

transaction that is not a business combination. In addition, deferred tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied

to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset, and they relate to

income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

Falcon Oil & Gas Ltd.

Notes to the Consolidated Financial Statements

Year

Ended 31 December 2025

Material accounting policies (continued)

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be

available against which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Loss / earnings per share

Basic (loss) / earnings per

share is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted (loss) / earnings per share is determined by adjusting the

profit or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effect of dilutive instruments such as options granted to employees.

Financial Instruments

Financial assets and financial

liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument. All financial instruments are required to be measured at fair value on initial recognition.

Financial assets are derecognized when the contractual rights to receive the cash flows from the financial asset have expired, or when the financial asset and

all substantial risks and rewards have been transferred. A financial liability is derecognized when it is extinguished, discharged, cancelled or when it expires. Financial assets are measured at amortized cost and are

non-derivative financial assets with fixed or determinable payments constituted solely of payments of principal and interest that are held within a “held to collect” business model. Financial

assets at amortized cost are initially recognized at the amount expected to be received, less, when material, a discount to reduce the financial assets to fair value. Subsequently, financial assets at amortized cost are measured using the effective

interest method less a provision for expected losses.

Financial liabilities are measured at amortized cost and are initially measured at fair value.

Transaction costs directly attributable to the issuance of the financial liability, other than financial liabilities at fair value through profit or loss, are deducted from the financial liability’s fair value on initial recognition.

Transaction costs directly attributable to the issuance of financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. Financial liabilities are measured subsequently at amortised cost using the effective

interest method.

Critical accounting estimates and judgements

Preparation of financial statements pursuant to IFRS requires a significant number of judgemental assumptions and estimates to be made. This impacts the income

and expenses recognised in the statement of operations and comprehensive loss together with the valuation of the assets and liabilities in the statement of financial position. Such estimates and judgements are based on historical experience and

other factors, including expectation of future events that are believed to be reasonable under the circumstances and are subject to continual re-evaluation. It should be noted that the impact of valuation in

some assumptions and estimates can have a material impact on the reported results.

The following are key sources of estimation uncertainty and critical

accounting judgements in applying the Group’s accounting policies:

Critical judgements

(i) Exploration and evaluation assets

The carrying

value of exploration and evaluation assets was $56.8 million at 31 December 2025 (2024: $50 million). The Group has determined that there are no indicators of impairment present in accordance with IFRS 6 “Exploration for and

evaluation of mineral interests” regarding its Australian exploration and evaluation assets.

Renewal applications for the EPs were approved by the

Northern Territory Government in May 2023 for a period of 5 years, up to 31 May 2028.

Falcon Oil & Gas Ltd.

Notes to the Consolidated Financial Statements

Year

Ended 31 December 2025

Management’s conclusion on the facts and circumstances regarding its Australian exploration and

evaluation assets required judgement based on experience and the expected progress of current exploration and evaluation activities.

(ii) Closing

of Transaction

As of the date of the approval of these financial statements, the Transaction between Falcon and Tamboran, was approved by the

Company’s shareholders on 11 March 2026. The terms and conditions of the Transaction are set forth in the arrangement agreement dated 30 September 2025 (the “Arrangement Agreement”) and a statutory plan of arrangement (the

“Plan of Arrangement”). The Company exercised judgement in determining that the sale was not highly probable at 31 December 2025 as it was subject to shareholder approval by both the Company and Tamboran and the results were not

certain. Falcon appeared before the Supreme Court of British Columbia (the “Court”) on 26 March 2026 seeking the Court’s order to approve the Transaction. Lamesa Holding S.A., a beneficial shareholder of the Company, opposed

the granting of the order and appeared at the hearing. The Court approved the arrangement, subject to certain amendments to the Plan of Arrangement relating to the treatment of Falcon shareholders that are subject to sanctions. Pursuant to the

Transaction, eligible Falcon shareholders will exchange their common shares for the Share Consideration on the basis of approximately 0.00687 Tamboran common shares for each Falcon common share and the Cash Consideration will be paid by Tamboran

into a blocked account in the name of a sanctioned shareholder. The Transaction closed on 28 May 2026 (Note 27).

(iii) Going Concern

As at the date of the approval of these financial statements, further funding would be required as noted on page 9, however no further funding has

been raised given the Transaction between Falcon and Tamboran and the terms of the Arrangement Agreement. This indicates the existence of a material uncertainty, which may cast substantial doubt over the Group’s ability to continue as a going

concern, and therefore, it may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include adjustments that would result if the Group was unable to continue as a going

concern. Having given due consideration to the Transaction as noted above and the cash requirements of the Group, management and those charged with governance has a reasonable expectation that the Group will have adequate resources to meet its

obligations.

Critical estimates

(i)

Decommissioning Provision

The decommissioning provision represents the Group’s best estimate of the costs involved in the various

exploration and production licence areas to return them to their original condition in accordance with the licence terms. Management uses judgement in determining the estimates to be used for the measurement of the decommissioning provision. These

estimates include certain management assumptions with regard to future costs, inflation rates, timing of cash flows and discount rates. The provision is reviewed at the end of each reporting period and adjusted to reflect the current best estimate

of the expected future cashflows. For further details please refer to Note 23.

Management of capital

The Group’s objectives when managing capital (i.e. share capital, contributed surplus and accumulated deficit) are to safeguard its ability to continue

as a going concern in order to explore and develop its petroleum and natural gas properties. The Group manages the components of shareholders’ equity and makes adjustments to these components in response to the Group’s business

objectives and the economic climate. To maintain or adjust its capital structure, the Group may issue new common shares or debt instruments or borrow money or acquire or convey interests in other assets. The Group does not anticipate the payment of

dividends for twelve months from the date of these financial statements. The total equity at 31 December 2025 is $42 million (2024: $44.7 million).

The Group’s investment policy is to hold excess cash in highly-liquid, short-term instruments, such as rolling deposits with major European, Australian,

Canadian or United States financial institutions, with initial maturity terms of zero to twelve months from the original date of acquisition, selected with regard to the Group’s anticipated liquidity requirements.

Segment information

Based on internal reporting information, it was determined that there are three reportable segments. The Group’s operations are in the petroleum and

natural gas industry with its principal business activity being in the exploration and development of petroleum and natural gas properties. The Group has no producing petroleum and natural gas properties, the Group has unproven petroleum and natural

gas interests in Australia, South Africa and Hungary.

Falcon Oil & Gas Ltd.

Notes to the Consolidated Financial Statements

Year

Ended 31 December 2025

The key performance measures reviewed for the segment which management believes are the most relevant

information when evaluating the results of the Group are:

•

the progress and extent to which farm-in agreements have been executed

over the Group’s acreage; and

•

cash flow, capital expenditure and operating expenses.

An analysis of the geographic areas is as follows:

Australia

South Africa

Hungary

Other

Total

$’000

Year ended 31 December 2025:

Net loss (i)

(886

)

(60

)

(438

)

(1,203

)

(2,587

)

Non-current assets (ii)

57,213

—

2,376

59,624

Year ended 31 December 2024:

Net loss (i)

(768

)

(60

)

(875

)

(1,255

)

(2,958

)

Non-current assets (ii)

50,291

—

2,008

52,331

(i)

Net loss attributable to equity holders of the company.

(ii)

Non-current assets consist of exploration and evaluation assets,

restricted cash and decommissioning provision deposits.

Finance income and expense

For the year ended 31 December

2025

2024

Notes

$’000

Finance income

Interest income on bank deposits

Net foreign exchange gain

278

—

302

Finance expense

Accretion of decommissioning provisions

(565

)

(477

)

Interest expense – lease liabilities

)

—

Net foreign exchange loss

—

(559

)

(573

)

(1,036

)

Net finance expense

(271

)

(994

)

Net loss per share

Basic and diluted loss per share is calculated as follows:

For the year ended 31 December

2025

2024

$’000

Loss attributable to equity holders of the company

(2,587

)

(2,958

)

Weighted average number of common shares in issue - (thousands)

1,109,142

1,088,406

Loss / diluted loss per share

0.002

)

0.003

)

Falcon Oil & Gas Ltd.

Notes to the Consolidated Financial Statements

Year

Ended 31 December 2025

Future shares issuable under the Group share option plan would be anti-dilutive as those shares would reduce

the loss per share.

Income taxes

A reconciliation of the expected tax benefit computed by applying the combined federal and provincial Canadian tax rates of 26% (2024: 26%) to the loss before

tax to the actual tax result is as follows:

For the year ended 31 December

2025

2024

$’000

Loss before tax

(2,596

)

(2,965

)

Computed income tax benefit

(675

)

(771

)

Decrease in income taxes resulting from:

Effect of foreign income tax rates

122

236

Non-deductible share-based compensation

—

E&E allowable expenses

(1,637

)

(1,446

)

Net of non-deductible and deductible expenses

139

161

Net capital gain

—

831

Change in deferred tax benefits not recognised

2,078

972

—

The Group’s deductible temporary differences included in the Group’s unrecognised deferred tax asset are as

follows:

At 31 December

2025

2024

$’000

Trading losses

169,287

152,410

E&E assets and property, plant and equipment

76,465

61,805

Other

141

Allowable capital losses

122,356

368,249

336,712

The Group’s accumulated trading losses carried forward as at 31 December 2025 to reduce future years’ taxable

income are as follows:

2025

$’000

2025

Expiration

2024

$’000

2024

Expiration

Canada(ii)

33,872

2027 to 2045

33,083

2026 to 2044

Hungary(i)

50,856

2026 to 2030

42,795

2025 to 2030

Australia

70,018

No expiration

63,074

No expiration

Ireland

14,541

No expiration

13,458

No expiration

169,287

152,410

(i)

A change in Hungarian corporate income tax regulations in 2019, allows tax losses accumulated between 2004 and

2014 to be utilized up to and including the year ended 2030. Losses generated from 2015 onwards are available for utilization for 5 tax years following the subject tax year.

(ii)

Tax losses expire after 20 years in Canada.

Falcon Oil & Gas Ltd.

Notes to the Consolidated Financial Statements

Year

Ended 31 December 2025

The other deductible temporary differences do not expire under current tax legislation. Deferred tax assets

have not been recognised in respect of the tax losses, exploration and evaluation assets and other as it is not probable that future tax profit will be available against which the Group can utilise these benefits in the foreseeable future.

Directors’ remuneration & transactions with key management personnel

Executive directors’ remuneration is analysed as follows:

Executive

director(i)

Year

Salary

$’000

Other

$’000

Bonus

$’000

Share-

based

payment(ii)

$’000

Philip O’Quigley

2025

514

—

2024

491

—

Anne Flynn

2025

218

—

2024

178

—

(i)

Executive director’s remuneration is fixed by the Compensation Committee of the Board.

(ii)

Share-based payments represent the non-cash expense attributable to the

relevant options held by each Director. For further details on share-based payments, refer to Note 19.

Non - executive directors

Director fees(i)

Share -

based payments

2025

2024

2025

2024

$’000

Joe Nally

—

Gregory Smith

—

Tom Layman

100

—

210

—

(i)

Directors’ remuneration is fixed by the Compensation Committee of the Board.

(ii)

Share-based payments represent the non-cash expense attributable to the

relevant options held by each Director. For further details on share-based payments refer to Note 19.

Transactions with key

management comprising Directors and other senior management

Key management personnel comprise the Board of Directors and senior management. The

remuneration of key management personnel was as follows:

For the year ended 31 December

2025

2024

$’000

Directors’ fees

210

Salaries and other emoluments

742

677

Share-based compensation

—

Defined contribution pension plans

974

972

Remuneration of Directors and senior management includes all amounts earned and awarded which are determinable by the

Company’s Board of Directors and senior management.

Senior management includes the Group’s Chief Executive Officer and Chief Financial

Officer.

Falcon Oil & Gas Ltd.

Notes to the Consolidated Financial Statements

Year

Ended 31 December 2025

Directors’ fees include Board and Committee fees. Salaries and other emoluments include salary,

benefits and bonuses earned or awarded during the year. Share-based compensation includes expenses related to the Company’s long-term incentive compensation.

10.

Compensation expense and auditors’ remuneration

(i) Compensation expense

The Company’s

consolidated statement of operations and comprehensive loss are prepared primarily by nature of expense, with the exception of compensation costs for employees and contractors which are included in both exploration and evaluation expenses and

general and administrative expenses and share-based compensation. The following is a summary of total compensation:

For the year ended 31 December

2025

2024

$’000

Exploration and evaluation expenses

General and administrative expenses

1,298

1,208

Share-based compensation

—

1,353

1,327

(ii)

Auditors’ remuneration

Remuneration of the auditors for the audit of the Group financial statements and other services is as follows:

For the year ended 31 December

2025

2024

$’000

Audit of the Group’s consolidated financial statements

103

102

Audit of the Group’s subsidiaries pursuant to legislation

Non-audit fees: Tax fees

124

263

205

The above amounts exclude Canadian GST, Australian GST and Irish VAT as applicable. The amounts exclude the reimbursement of

expenses.

11.

Exploration and evaluation assets – Australia

For the year ended 31 December

2025

2024

Note

$’000

At 1 January

50,291

51,287

Additions

6,569

5,804

R&D tax incentive receivable

—

(2,941

)

Grant of ORRIs

—

(4,000

)

Decommissioning provision

(63

)

141

At 31 December

56,797

50,291

Exploration and evaluation assets consist of the Group’s Australian exploration project which is pending the

determination of proven or probable reserves.

Falcon Oil & Gas Ltd.

Notes to the Consolidated Financial Statements

Year

Ended 31 December 2025

12.

Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held on call with banks, other short term highly liquid investments with initial maturities of three

months or less at inception.

At 31 December

2025

2024

$’000

Cash

1,282

6,823

1,282

6,823

13.

Restricted cash

Restricted cash includes cash held by financial institutions as collateral for ongoing Group operations. In January 2015, the Group placed $2 million on

deposit for the benefit of the Hungarian mining authority as a security deposit with regards to the Group’s decommissioning obligations. In September 2025, this deposit was released from restricted cash and deposited directly to an account

held by the Hungarian mining authority.

At 31 December

2025

2024

$’000

Restricted cash

2,040

14.

Decommissioning deposits

Mainly related to monies placed on deposit with local governments to cover future decommissioning obligations.

At 31 December

2025

2024

$’000

Deposit paid re. Hungarian decommissioning obligations

2,376

—

Deposit paid re. Australian decommissioning obligations

417

Other non-current deposits

2,798

15.

Accounts receivable

At 31 December

2025

2024

$’000

Other receivables

Australian R&D tax incentive receivable and bonds

—

2,960

Prepayments

155

173

3,031

Falcon Oil & Gas Ltd.

Notes to the Consolidated Financial Statements

Year

Ended 31 December 2025

16.

Share capital

As at 31 December 2025 and 2024, the Company was authorised to issue an unlimited number of common shares, without par value. The following are the

rights, preferences and restrictions attaching to the common shares:

•

The Shareholders are entitled to one vote per Common Share at a shareholder meeting;

•

The Company’s articles do not impose any pre-emptive rights upon

the transfer of the Common Shares;

•

Subject to the Business Corporations Act (British Columbia, Canada) (“BCA”) and any regulatory

or stock exchange requirements applicable to the Company, the articles of the Company do not contain any provisions relating to mandatory disclosure of an ownership interest in the Common Shares above a certain threshold;

•

Shareholders are entitled to receive, on a pro rata basis, such dividends, if any, as and when declared by

Falcon’s board of directors at its discretion from funds legally available therefor, and upon the liquidation, dissolution or winding up of Falcon are entitled to receive on a pro rata basis the net assets of Falcon after payment of debts and

other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority to or on a pro rata basis with the holders of Common Shares with respect to

dividends or liquidation. All rights are the same for residents or non-residents of Canada;

•

Annual general meetings must be held at least once in each calendar year and not more than 15 months after the

last annual reference date. The directors may, whenever they see fit, call a meeting of Shareholders. The Company must send notice of the shareholder meeting at least 21 days before the meeting. A quorum for a meeting of Shareholders is two persons

who are, or who represent by proxy, Shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting. If there is only one Shareholder entitled to vote at a meeting of Shareholders, the quorum is one

person who is, or who represents by proxy, that Shareholder, present in person or by proxy, may constitute the meeting; and

•

Pursuant to the BCA, the Company may by special resolution of the Shareholders vary or delete any special rights

or restrictions attached to the Common Shares.

The following is a reconciliation of issued and outstanding common shares:

Number of

capital

$’000

At 1 January 2024

1,044,347,425

402,120

Equity raise proceeds 2024

64,794,087

4,865

Equity raise expenses 2024

—

(301

)

64,794,087

4,564

At 31 December 2024

1,109,141,512

406,684

At 31 December 2025

1,109,141,512

406,684

On 22 April 2024 Falcon announced it had raised gross proceeds of $4.9 million, through a subscription and placing,

for 64,794,087 Common Shares at an Issue Price of £0.06 per share. The settlement of the subscription and placing was completed in two tranches.

The settlement and admission of the Common Shares forming part of the First Admission (being 58,155,490 Common Shares) became effective and dealings commenced

on 26 April 2024. The settlement of the Common Shares forming part of the Second Admission (being 6,638,597 Common Shares) and the admission became effective and dealings in those Common Shares commenced on 7 May 2024.

The 64,794,087 Common Shares could not trade on the TSX Venture Exchange Market until the date that was four months and a day after the day of issuance.

Falcon Oil & Gas Ltd.

Notes to the Consolidated Financial Statements

Year

Ended 31 December 2025

17.

Leases

Right of use assets

Office

Office – Total

Cost:

At 1 January 2025

—

Additions

At 31 December 2025

Amortisation:

At 1 January 2025

—

Amortisation for the period

At 31 December 2025

Net book value:

At 31December 2025

Lease liability

Office

Total

At 1 January 2025

—

Additions

Lease payments

(43

)

(43

)

Interest expense

Foreign exchange

At 31 December 2025

Falcon Ireland leases an office in Dublin, Ireland which has a quarterly fixed payment over the lease term which expired in

April 2026, with an agreement to extend the lease term to June 2026.

18.

General and administrative expenses

For the year ended 31 December

Notes

2025

$’000

2024

$’000

Accounting and audit fees

(297

)

(235

)

Consulting fees

(69

)

(63

)

Legal fees

(260

)

(53

)

Investor relations

(288

)

(265

)

Office and administrative costs

(132

)

(115

)

Payroll and related costs

(1,038

)

(945

)

Directors’ fees — Group and subsidiaries

(232

)

(236

)

Travel and promotion

(35

)

(52

)

Share-based compensation

—

(67

)

(2,351

)

(2,031

)

19.

Share-based compensation

The Group, in accordance with the policies of the TSX-V, may grant options to directors, officers, employees and

consultants, to acquire up to 10% of the Group’s issued and outstanding common stock. The exercise price of each option is based on the market price of the Group’s stock at the date of grant, which may be discounted in accordance with TSX-V policies. Volatility is calculated based on the standard deviation of the share price movement over the expected life of the options granted. The exercise price of all options granted to date has been based on

the market price of the Group’s stock at the date of grant, and no options have been granted at a discount to the market price. The options can be granted for a maximum term of five years. The Group records compensation expense over the

vesting period based on the fair value at the grant date of the options granted. These amounts are recorded as contributed surplus.

Falcon Oil & Gas Ltd.

Notes to the Consolidated Financial Statements

Year

Ended 31 December 2025

19.

Share-based compensation (continued)

Any consideration paid on the exercise of these options together with the related contributed surplus

associated with the exercised options is recorded as share capital.

The Group incurred no share-based expense during the year ended 31 December 2025

(2024: $67,000).

A summary of the Group’s stock option plan as of 31 December 2025 and 31 December 2024 and changes during the periods then ended,

is presented below:

The exercise prices of the outstanding Options are as follows:

Year ended 31 December 2025

Year ended 31 December 2024

Number of

options

Weighted

average

exercise

price

Number of

options

Weighted

average

exercise

price

Outstanding at beginning of period

59,750,000

0.11

59,750,000

0.11

Outstanding at end of period

59,750,000

0.11

59,750,000

0.11

Exercisable at end of period

59,750,000

0.11

59,750,000

0.11

The exercise prices of the outstanding Options are as follows:

Options

Exercise

price

Date of Expiry

Weighted average

contractual life

remaining (years)

18 February 2021

21,500,000

0.08

17 February 2026

(i)

.13

18 February 2021

16,500,000

0.12

17 February 2026

(i)

.13

10 September 2021

3,000,000

0.10

9 September 2026

.69

6 June 2022

16,250,000

0.15

5 June 2027

1.43

29 November 2022

2,500,000

0.15

28 November 2027

1.91

59,750,000

0.11

(i)

Options with an expiry date of 17 February 2026 expired unexercised.

20.

Overriding royalties

On 18 April 2024 Falcon announced that Falcon Australia had agreed to grant Daly Waters Energy, LP (“Daly Waters”) and a major US-based energy industry service provider an ORRI over Falcon Australia’s working interests in the Beetaloo Sub-basin EPs in return for cash payments of $3 million

and $1 million, respectively.

Falcon Australia agreed to grant:

•

to Daly Waters, in consideration for a cash payment of $3 million, an ORRI of 6.0% in respect of the area

around the Pilot Project, measuring 51,200 acres, in which Falcon Australia has a 5% working interest, and an ORRI of 1.3333% in respect of the remaining 4.52 million acres; and

•

to a major US-based energy services provider, in consideration for a cash

payment of $1 million, an ORRI of 2% in respect of the area around the Pilot Project, measuring 51,200 acres, and an ORRI of 0.4444% in respect of the remaining 4.52 million acres.

Falcon Oil & Gas Ltd.

Notes to the Consolidated Financial Statements

Year

Ended 31 December 2025

20.

Overriding royalties (continued)

Other ORRIs granted in previous years over Falcon Australia’s 22.5% working interest are as follows:

•

2% ORRI to Sheffield Holdings LP (“Sheffield”)

•

1% ORRI Malcolm John Gerrard, Territory Oil & Gas LLC and Tom Dugan Family Partnership LLC (“TOG

Group”)

In accordance with local law and regulations, Falcon Australia’s acreage interests are also subject to combined

government and Northern Land Council royalties on production values of up to approximately 12%. No liability has been recognised with respect to the overriding royalties given the associated EPs do not have commercially producing wells and have not

generated revenue to date.

21.

Determination of fair values

A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and / or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in

determining fair values is disclosed in the notes specific to that asset or liability.

Cash & cash on deposit, restricted cash, accounts

receivable, accounts payable and accrued expenses

As at 31 December 2025 and 31 December 2024, the fair value of cash and cash on deposit,

restricted cash, and accounts receivable, accounts payable and accrued expenses approximated their carrying value due to their short term to maturity.

22.

Financial Instruments and risk management

(i) Fair Value

The following tables provide fair

value measurement information for financial assets and liabilities as at 31 December 2025 and 2024. The carrying value of cash and cash on deposit, restricted cash, accounts receivable, and accounts payable and accrued expenses included in the

consolidated statement of financial position approximate fair value due to the short term nature of those instruments. Financial assets in the table below are measured at amortised cost.

31 December 2025

31 December 2024

Carrying value

$’000

Fair value

$’000

Carrying value

$’000

Fair value

$’000

Financial assets:

Cash and cash equivalents including restricted cash

1,317

8,863

Financial Liabilities:

Other financial liabilities

Accounts payable and accrued expenses

1,753

989

Lease liability

—

(ii) Financial risk disclosures

The Company thoroughly examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks. These

risks may include credit risk, liquidity risk, market risk and other price risks.

Credit Risk

The Company’s credit risk is limited to cash, receivables and restricted cash. The Group maintains cash accounts at five financial institutions. The

Group periodically evaluates the credit worthiness of financial institutions. The Group believes that credit risk associated with cash is minimal. The Group notes the most recent credit ratings per Fitch for its main financial institutions as

follows; National Australia Bank Limited at AA-, The Bank of Nova Scotia, AA- and Bank of Ireland at BBB+.

Falcon Oil & Gas Ltd.

Notes to the Consolidated Financial Statements

Year

Ended 31 December 2025

22.

Financial Instruments and risk management (continued)

Liquidity Risk

The Group has in place a planning and budgeting process to help determine the funds required to support the Group’s normal operating requirements on an

ongoing basis and its planned capital expenditures.

The following are the contractual maturities of financial liabilities, including estimated interest

payments:

Carrying amount

$’000

Contractual

cash flows

$’000

One year or less

$’000

One to three

years

$’000

Non-derivative financial liabilities

Accounts payable and accrued expenses:

31 December 2025

1,753

—

31 December 2024

989

—

Lease liability

31 December 2025

—

31 December 2024

—

Currency Risk

Financial

instruments that impact the Group’s net loss due to currency fluctuations include Canadian dollar, Hungarian forint, Euro, British pound sterling and Australian dollar denominated cash and cash on deposit, accounts receivable, reclamation

deposits and accounts payable.

Interest Rate Risk

The Group has no significant exposure to interest rate risk as the Company has no debt.

23.

Decommissioning Provision

A reconciliation of the decommissioning provision for the years ended 31 December 2025 and 2024 is provided below:

2025

2024

$’000

Balance as at beginning of year

16,587

16,204

Revision to Hungarian provision

(26

)

—

Additions to Beetaloo working interests

105

Revision to previous Beetaloo decommissioning provision

(125

)

Foreign exchange revaluation

198

(236

)

Accretion

565

477

Balance as at end of year – non-current

17,261

16,587

The Group’s decommissioning provision results from its ownership interest in oil and natural gas assets. The total

decommissioning provision is estimated based on the Group’s net ownership interest in the wells, estimated costs to reclaim and abandon these wells and the estimated timing of the costs to be incurred in future years.

The Group has estimated the net present value of the decommissioning provision for its Hungarian well interests to be $14.4 million as at 31 December

2025 (2024: $14 million) based on an undiscounted total future liability of $16.7 million (2024: $16.4 million). These payments are expected to be made in approximately 4 years. The discount factor, being the risk-free rate related to the

liability, was 3.64% as at 31 December 2025 (2024: 3.23%). The inflation factor related to the liability, was 2.32% as at 31 December 2025 (2024: 2.45%). A 1% increase / (decrease) in the discount rate will (decrease) / increase the provision

by ($544,000) / $571,000.

Falcon Oil & Gas Ltd.

Notes to the Consolidated Financial Statements

Year

Ended 31 December 2025

23.

Decommissioning Provision (continued)

The estimated net present value of the decommissioning provision for its Australian Beetaloo well interests

is $2.78 million as at 31 December 2025 (2024: $2.5 million) based on an undiscounted total future liability of $6.5 million (2024: $5.8 million). These payments are expected to be made between 2-29

years. The discount factors, being the risk-free rate related to the liability, were 4.056% and 5.213% respectively as at 31 December 2025 (2024: 3.82% and 4.83% respectively). The inflation factor related to the liability, was 2.5% as at 31

December 2025 (2024: 2.5%). A 1% increase / (decrease) in the discount rate will (decrease) / increase the provision by ($448,000) / $575,000.

24.

Accounts payable and accrued expenses

At 31 December

2025

2024

$’000

Current

Accounts payable

1,399

475

Accrued expenses

354

514

1,753

989

25.

Related party transactions

Key management personnel

Disclosures with regard

to key management personnel are included in Note 9.

Other than key management compensation disclosed in Note 9, there were no other related party

transactions during the period.

26.

Commitments and contingencies

Work program commitments

Australia - Beetaloo Sub-basin, Northern Territory, Australia

The Group planned a drilling programme which commenced in 2015 with its farm-in partners. Work recommenced in 2019 following the moratorium on hydraulic fracturing.

Since April 2020 Falcon

Australia holds a 22.5% PI in the EPs and there was also an overall cost cap of A$263.8 million resulting from farm out transactions agreed to up to that date. In October 2022, Falcon Australia was granted an additional carry on costs up to

A$30 million (gross) and there was the introduction of DSUs on sole risk operations providing optionality to Falcon Australia on future wells drilled. The size of a DSU varies depending on (a) the type and length of the well to be drilled

and (b) whether or not the well is a “commitment well” under the terms of the EPs, a non-commitment well creates a DSU to a maximum of 6,400 acres, while a government commitment well creates a

DSU to a maximum of 25,600 acres. The optionality created by the DSUs allows Falcon to participate at its PI of 22.5% or reduce its interest as low as 0% in a particular DSU without impairing the percentage it participates in a future DSU across the

acreage. The cost cap and the additional carry have now been consumed and Falcon Australia is contributing to the costs in proportion to its 22.5% PI or reduced interest as elected. A Pilot Project at the Shenandoah South location commenced in 2024

with Falcon Australia electing to reduce its PI in the first two wells of the Pilot Project to 5% and further reducing its PI in the remaining wells drilled in the Pilot Project in 2025 to 0%.

The terms of the Beetaloo Joint Venture continue to necessitate specific minimum work obligations through May 2028. Future commitments for the next two years

to May 2028 include an expected gross spend of A$106,750,000 across the three exploration permits, related to drilling and multi-stage stimulations, 3D seismic survey, and sub-surface studies, with gross

expenditure across EP76 of A$20,750,000, EP 98 of A$63,650,000 and EP 117 of A$22,500,000.

Falcon Oil & Gas Ltd.

Notes to the Consolidated Financial Statements

Year

Ended 31 December 2025

26.

Commitments and contingencies (continued)

Falcon Australia’s level of future spend will be dependent on the participating interest it opts into

for each of the joint operations.

South Africa - Karoo Basin, South Africa

On granting of an approved exploration right in South Africa, the Group will be required to make a payment to the South African government of approximately

$0.7 million. Management does not foresee this payment falling due within the next 12 months based on the expected timeframe of being granted an approved exploration right.

Hungary - Makó Trough, Hungary

The Group is not

committed to any independent technical operations in Hungary.

27.

Subsequent Events

On 28 May 2026, in accordance with the Plan of Arrangement, as amended, Tamboran Resources Corporation (“Tamboran”), through its indirect

wholly owned subsidiaries, acquired from Falcon Oil & Gas Ltd. (the “Company”) all of the issued and outstanding equity interests of TXM Oil and Gas Exploration Kft., Falcon Oil & Gas Ireland Limited, Falcon

Oil & Gas Holdings Ireland Limited and Falcon Exploration and Production South Africa (Pty) Ltd., together with the Company’s approximately 98.1% interest in Falcon Oil & Gas Australia Limited (“Falcon Australia”)

(the “Transaction”). The consideration for the Transaction comprised 6,537,503 shares of Tamboran common stock (the “Share Consideration”) and cash consideration of US$23,663,080 (the “Cash Consideration”) as

provided in the Plan of Arrangement. In connection with the Transaction, a note receivable due from Falcon Australia was assigned by the Company to a subsidiary of Tamboran.

All of the Company’s existing common shares were cancelled and one common share was issued to NorthHelm Advisory Ltd., which became the sole shareholder

of the Company. Each option to acquire common shares of the Company granted under the Company’s stock option plan dated 19 November 2004, as amended, that was outstanding immediately before completion, whether vested or unvested, was deemed

surrendered to the Company for termination and cancelled immediately before completion. The existing directors and officers of the Company resigned and Doug Bailey was appointed Sole Director and Chief Executive Officer.

At the hearing held on 26 March 2026, the Supreme Court of British Columbia approved the arrangement subject to amendments to the Plan of Arrangement

relating to the treatment of the Company’s shareholders subject to sanctions. The order approving the amended Plan of Arrangement was issued and entered on 14 April 2026 (the “Court Order”). On 5 May 2026 Tamboran received an

amended licence from the Office of Foreign Assets Control of the United States Department of the Treasury permitting the parties to complete the Transaction as modified by the Court Order.

As at 31 December 2025 the Plan of Arrangement had been agreed and announced but had not been approved by the Company’s shareholders, Tamboran’s

stockholders or the Court and remained subject to other closing conditions.

Pursuant to the Court Order, a shareholder subject to sanctions holding

157,083,634 common shares was deemed to have exercised its right to dissent in respect of the special resolution approving the Transaction, and is entitled to the greater of the Cash Consideration and the fair value of those shares as at

10 March 2026, determined in accordance with section 245 of the Business Corporations Act (British Columbia). Under the Court Order, the Company and Tamboran are jointly and severally liable to pay that shareholder the greater of the Cash

Consideration and, to the extent that fair value exceeds it and only on the basis determined by the Court, the payout value (the “Payout Value”). The Court Order directs Tamboran to remit the Payout Value, if any, into an existing

blocked account maintained at a United States financial institution in the name of that shareholder in accordance with applicable sanctions laws. The Payout Value has not been agreed or determined.

Following completion of the Transaction, the Company’s common shares were delisted from the TSX Venture Exchange effective at the close of business on

29 May 2026, and admission of the Company’s common shares to trading on AIM was cancelled with effect from 7:00 a.m. (London time) on 1 June 2026. On 3 July 2026 the Company applied to cease to be a reporting issuer in Canada

(the “Reporting Issuer Application”). As at the date these financial statements were authorised for issue, the Reporting Issuer Application had not been determined.

Falcon Oil & Gas Ltd.

Notes to the Consolidated Financial Statements

Year

Ended 31 December 2025

On 29 July 2026 Falcon Australia received approximately AUD$3.1 million from the Australian

Taxation Office, comprising a research and development (“R&D”) tax incentive of AUD$3.0 million (approximately US$2.0 million) in respect of a claim submitted in April 2026 relating to expenditure incurred in 2024, together with

interest of AUD$0.1 million.

There were no other significant changes in the state of affairs of the Company that occurred since the year end of the

year under review.

28.

Approval of financial statements

These Consolidated Financial Statements were approved by the Sole Director and authorised for issue on 6 August 2026.

[End of document]

EX-99.3

Filename: d182759dex993.htm · Sequence: 4

EX-99.3

Exhibit 99.3

Falcon Oil & Gas Ltd.

Interim Condensed

Consolidated Financial Statements (Unaudited)

For the Three Months Ended 31 March 2026 and 2025

Falcon Oil & Gas Ltd.

Interim Condensed Consolidated Financial Statements

Three

Months Ended 31 March 2026 and 2025

(Presented in U.S. Dollars)

Table of Contents

Page Number

Interim Condensed Consolidated Statement of Operations and Comprehensive Loss

Interim Condensed Consolidated Statement of Financial Position

Interim Condensed Consolidated Statement of Changes in Equity

Interim Condensed Consolidated Statement of Cash Flows

Notes to the Interim Condensed Consolidated Financial Statements

Falcon Oil & Gas Ltd.

Interim Condensed Consolidated Statement of Operations and Comprehensive Loss

(Unaudited)

Notes

Three months ended

31 March 2026

$’000

Three months ended

31 March 2025

$’000

Revenue

Oil and natural gas revenue

—

Expenses

Exploration and evaluation expenses

(45

)

(40

)

General and administrative expenses

(981

)

(491

)

Foreign exchange (loss) / gain

(109

)

(1,135

)

(454

)

Results from operating activities

(1,135

)

(454

)

Finance income

Finance expense

(150

)

(141

)

Net finance expense

(116

)

(43

)

Loss and comprehensive loss for the period

(1,251

)

(497

)

Loss and comprehensive loss attributable to:

Equity holders of the company

(1,250

)

(497

)

Non-controlling interests

)

—

Loss and comprehensive loss for the period

(1,251

)

(497

)

Loss per share attributable to equity holders of the company:

Basic and diluted

($0.001)

(less than $0.001)

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

Falcon Oil & Gas Ltd.

Interim Condensed Consolidated Statement of Financial Position

(Unaudited)

Notes

At 31 March

2026

$’000

At 31 December

2025

$’000

Assets

Non-current assets

Exploration and evaluation assets

59,066

56,797

Right of use assets

—

Decommissioning deposits

2,751

2,798

Restricted cash

61,852

59,634

Current assets

Cash and cash equivalents

197

1,282

Accounts receivable

212

173

409

1,455

Total assets

62,261

61,089

Equity and liabilities

Equity attributable to owners of the parent

Share capital

406,684

Contributed surplus

47,446

Deficit

(413,992

)

(412,742

)

40,138

41,388

Non-controlling interests

680

681

Total equity

40,818

42,069

Liabilities

Non-current liabilities

Decommissioning provision

17,474

17,261

17,474

17,261

Current liabilities

Accounts payable and accrued expenses

3,969

1,753

Lease liability

—

3,969

1,759

Total liabilities

21,443

19,020

Total equity and liabilities

62,261

61,089

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

Falcon Oil & Gas Ltd.

Interim Condensed Consolidated Statement of Changes in Equity

(Unaudited)

Notes

capital

$’000

Contributed

surplus

$’000

Deficit

$’000

Equity

interests of

the parent

$’000

Non-

Controlling

interests

(“NCI”)

$’000

Total

equity

$’000

At 1 January 2025

406,684

47,446

(410,155

)

43,975

690

44,665

Loss and total comprehensive loss for the period

—

(497

)

(497

)

—

(497

)

At 31 March 2025

406,684

47,446

(410,652

)

43,478

690

44,168

At 1 January 2026

406,684

47,446

(412,742

)

41,388

681

42,069

Loss and total comprehensive loss for the period

—

(1,250

)

(1,250

)

(1,251

)

At 31 March 2026

406,684

47,446

(413,992

)

40,138

680

40,818

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

Falcon Oil & Gas Ltd.

Interim Condensed Consolidated Statement of Cash Flows

(Unaudited)

Three months ended 31 March

Notes

2026

$’000

2025

$’000

Cash flows from operating activities

Net loss for the period

(1,251

)

(497

)

Adjustments for:

Amortization of right of use assets

—

Net finance expense

116

Effect of exchange rates on operating activities

109

(77

)

Change in non-cash working capital:

Increase in accounts receivable

(40

)

(110

)

(Decrease) / increase in accounts payable and accrued expenses

(58

)

Net cash used in operating activities

(1,119

)

(622

)

Cash flows from investing activities

Interest received

Exploration and evaluation assets

—

(2,384

)

Legacy exploration permit bonds refund

—

R&D tax incentive refund

—

2,962

Net cash generated by investing activities

605

Change in cash and cash equivalents

(1,118

)

(17

)

Effect of exchange rates on cash and cash equivalents

Cash and cash equivalents at beginning of period

1,282

6,823

Cash and cash equivalents at end of period

197

6,896

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

Falcon Oil & Gas Ltd.

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended 31 March 2026 and 2025

General Information

Falcon Oil & Gas Ltd. (“Falcon”) is an oil and gas company engaged in the exploration and development of unconventional oil and gas

assets. Falcon’s interests are located in Australia, Hungary, and South Africa.

Falcon is incorporated in British Columbia, Canada with a

registered office at 1200 Waterfront Centre, 200 Burrard Street, Vancouver BC V7X 1T2, Canada and headquartered in Dublin, Ireland. Falcon’s common shares were traded on Toronto’s TSX Venture Exchange (“TSX-V”) (symbol: FO.V); and AIM, a market operated by the London Stock Exchange (symbol: FOG).

The

information provided herein in respect of Falcon includes information in respect of its wholly-owned subsidiaries: TXM Oil and Gas Exploration Kft., a Hungarian limited liability company (“TXM”); Falcon Oil & Gas Ireland

Limited, an Irish limited liability company (“Falcon Ireland”); Falcon Oil & Gas Holdings Ireland Limited, an Irish limited liability company (“Falcon Holdings Ireland”); Falcon Exploration and

Production South Africa (Pty) Ltd., a South African limited liability company (“Falcon South Africa”) and its 98.1% majority owned subsidiary, Falcon Oil & Gas Australia Limited, an Australian limited liability company

(“Falcon Australia”) (collectively, the “Company” or the “Group”).

Material accounting policies

Basis of preparation and going concern

These Interim

Condensed Consolidated Financial Statements (“Interim Statements”) of the Group have been prepared in accordance with IAS 34 ‘Interim Financial Reporting’ and, except as described below, on the basis of the same

accounting principles as, and should be read in conjunction with, the Consolidated Financial Statements for the year ended 31 December 2025.

There

are no amended accounting standards or new accounting standards that have any significant impact on these interim financial statements applicable as at 1 January 2026.

The Interim Statements are presented in United States dollars (“$”). All amounts, except as otherwise indicated, are presented in thousands

of dollars. Where referenced in the Interim Statements “CDN$” represents Canadian Dollars, “£” represents British Pounds Sterling, “HUF” represents Hungarian Forints, and

“A$” represents Australian Dollars.

On 30 September 2025 Falcon and Tamboran Resources Corporation (NYSE: TBN, ASX: TBN)

(“Tamboran”) entered into a transaction (“Transaction”) whereby Tamboran will acquire all of Falcon’s subsidiaries (as listed under “1. General Information”) in exchange

for 6,537,503 shares of Tamboran NYSE Common Stock (the “Share Consideration”) and cash consideration of $23.7 million (the “Cash Consideration”) for non-eligible shareholders,

which was approved by the Company’s shareholders on 11 March 2026. The Transaction will result in the transfer of substantially all of the Group’s assets and liabilities, and it will have no active operations going forward. Pursuant

to the Transaction, eligible Falcon shareholders will exchange their common shares for the Share Consideration on the basis of approximately 0.00687 Tamboran common shares for each Falcon common share and the Cash Consideration will be paid by

Tamboran into a blocked account in the name of a sanctioned shareholder. The Transaction closed 28 May 2026 (Note 17). Furthermore, as agreed as part of the Transaction, Tamboran has, subject to certain conditions, agreed to use commercially

reasonable endeavours to pay any cash calls or credit support required to be paid by Falcon, in accordance with the terms of the Beetaloo Joint Operating Agreement and the APA Development Agreement as applicable from the 30 September 2025.

As of 31 March 2026, the Group had $0.2 million of cash and cash equivalents however that balance has been fully expended at the date of the

approval of these financial statements. On 31 March 2026 the Group signed a side letter to the Arrangement Agreement entered into with Tamboran, subject to applicable law, pursuant to which, as a result of delays to the completion of the

Transaction Tamboran has agreed to provide initial funding of $728,000.00 and an additional payment of up to $272,000.00 if required to Falcon to ensure Falcon can continue to meet its obligations as they fall due in the period prior to completion

of the Transaction. Tamboran has confirmed its continuing support of the residual company going forward. In addition to this, Falcon has submitted a Research and Development tax Incentive application for approximately $2 million subsequent to

the balance sheet date and has received additional cash resources for the Group towards its own operating costs (Note 17).

Falcon Oil & Gas Ltd.

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended 31 March 2026 and 2025

Material accounting policies (continued)

The sale of substantially all of the operations results in the existence of a material uncertainty, which may cast substantial doubt over the Group’s

ability to continue as a going concern, and therefore, it may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include adjustments that would result if the Group was

unable to continue as a going concern.

Having given due consideration to the Transaction as noted above and the cash requirements of the Group,

management and those charged with governance has a reasonable expectation that the Group will have adequate resources to meet its obligations.

For this

reason, the Board continues to adopt the going concern basis in preparing these consolidated financial statements which assumes the Group will be able to meet its liabilities as they fall due for the foreseeable future.

Segment information

Based on internal reporting information, it was determined that there is one reportable segment. All of the Group’s operations are in the petroleum and

natural gas industry with its principal business activity being in the acquisition, exploration and development of petroleum and natural gas properties. The Group has no producing petroleum and natural gas properties, the Group has unproven

petroleum and natural gas interests in Australia, South Africa and Hungary.

The key performance measures reviewed for the segment which management

believes are the most relevant information when evaluating the results of the Group are:

•

the progress and extent to which farm-out agreements have been executed

over the Group’s acreage; and

•

cash flow, capital expenditure and operating expenses.

An analysis of the geographic areas is as follows:

Australia

South Africa

Hungary

Other

Total

$’000

Three months ended 31 March 2026:

Net loss (i)

(72

)

(259

)

(917

)

(1,250

)

Non-current assets (ii)

59,498

—

2,319

61,852

Three months ended 31 March 2025:

Net loss (i)

(104

)

(15

)

(118

)

(260

)

(497

)

Non-current assets (ii)

53,347

—

2,091

55,470

(i)

Net loss attributable to equity holders of the company.

(ii)

Non-current assets consist of exploration and evaluation assets,

restricted cash and decommissioning provision deposits.

Finance income and expense

Three months ended 31 March

2026

2025

Notes

$’000

Finance income

Interest income on bank deposits

Net foreign exchange gain

Finance expense

Decommissioning provisions

(150

)

(141

)

(150

)

(141

)

Net finance expense

(116

)

(43

)

Falcon Oil & Gas Ltd.

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended 31 March 2026 and 2025

Loss per share

Basic and diluted loss per share is calculated as follows:

For the three months ended 31 March

2026

2025

$’000

Loss attributable to equity holders of the company

(1,250

)

(497

)

Weighted average number of common shares in issue - (thousands)

1,109,142

Loss / diluted loss per share

($0.001

)

(less than $0.001

)

Future shares issuable under the Group share option plan would be anti-dilutive as those shares would reduce the loss per

share.

Exploration and Evaluation (“E&E”) assets – Australia

At 31 March

2026

$’000

At 31 December

2025

$’000

Opening balance

56,797

50,291

Additions

2,269

6,569

Decommissioning provision

—

(63

)

Closing balance

59,066

56,797

E&E assets consist of the Group’s Australian exploration project which is pending the determination of proven or

probable reserves.

Restricted cash

31 March

2026

$’000

31 December

2025

$’000

Restricted cash

Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held on call with banks, other short term highly liquid investments with initial maturities of three

months or less at inception.

31 March

2026

$’000

31 December

2025

$’000

Cash

197

1,282

197

1,282

Falcon Oil & Gas Ltd.

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended 31 March 2026 and 2025

Share-based compensation

The Group, in accordance with the policies of the TSX-V, may grant options to directors, officers, employees and

consultants, to acquire up to 10% of the Group’s issued and outstanding common stock. The exercise price of each option is based on the market price of the Group’s stock at the date of grant, which may be discounted in accordance with TSX-V policies. The exercise price of all options granted to date has been based on the market price of the Group’s stock at the date of grant, and no options have been granted at a discount to the market

price. The options can be granted for a maximum term of five years. The Group records compensation expense over the vesting period based on the fair value at the grant date of the options granted. All Options granted have a vesting schedule allowing

one third of the Options to vest immediately at the date of grant with an additional one third vesting on each subsequent anniversary. These amounts are recorded as contributed surplus. Any consideration paid on the exercise of these options

together with the related contributed surplus associated with the exercised options is recorded as share capital.

The Group incurred no share-based

expense for the period ended 31 March 2026 (2025: Nil).

A summary of the Group’s stock option plan as of 31 March 2026 and

31 December 2025 and changes during the periods then ended, is presented below:

Three months ended 31 March 2026

Year ended 31 December 2025

Weighted

Number

average

Number

Average

exercise

Exercise

options

price

options

Price

Outstanding at beginning of period

59,750,000

0.11

59,750,000

0.11

Expired

(38,000,000

)

0.10

—

Outstanding at end of period

21,750,000

0.14

59,750,000

0.11

Exercisable at end of period

21,750,000

0.14

59,750,000

0.11

The exercise prices of the outstanding options are as follows:

Date of grant

Options

Exercise

price

Date of Expiry

Weighted average

contractual life

remaining (years)

10 September 2021

3,000,000

0.10

9 September 2026

0.44

6 June 2022

16,250,000

0.15

5 June 2027

1.18

29 November 2022

2,500,000

0.15

28 November 2027

1.66

21,750,000

0.14

10.

Determination of fair values

A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and / or disclosure purposes based on the methods outlined below. When applicable, further information about the assumptions

made in determining fair values is disclosed in the notes specific to that asset or liability.

Cash and cash equivalents, restricted cash, accounts

payable and accrued expenses

As at 31 March 2026 and 31 December 2025, the fair value of cash and cash equivalents, restricted cash,

accounts payable and accrued expenses approximated their carrying value due to their short term to maturity.

Falcon Oil & Gas Ltd.

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended 31 March 2026 and 2025

11.

Financial Instruments and risk management

The following tables provide fair value measurement information for financial assets and liabilities as at 31 March 2026 and 31 December 2025. The

carrying value of cash and cash equivalents, restricted cash, and accounts payable and accrued expenses included in the consolidated statement of financial position approximate fair value due to the short-term nature of those instruments. Financial

assets in the table below are measured at amortized cost.

31 March 2026

31 December 2025

Carrying value

$’000

Fair value

$’000

Carrying value

$’000

Fair value

$’000

Financial assets:

Cash and cash equivalents including restricted cash

232

1,317

Financial Liabilities:

Other financial liabilities

Accounts payable and accrued expenses

3,969

1,753

Lease liability

—

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been

defined as follows:

Level 1 Fair Value Measurements

•

Level 1 fair value measurements are based on unadjusted quoted market prices.

Level 2 Fair Value Measurements

•

Level 2 fair value measurements are based on valuation models and techniques where the significant inputs

are derived from quoted indices.

Level 3 Fair Value Measurements

•

Level 3 fair value measurements are based on unobservable information. No financial assets or liabilities

have been valued using Level 3 fair value measurements.

12.

General and administrative expenses

For the three months ended 31 March

Notes

2026

$’000

2025

$’000

Accounting and audit fees

(81

)

(55

)

Consulting fees

(21

)

Legal fees

(273

)

(13

)

Investor relations

(276

)

(48

)

Office and administrative costs

(39

)

(32

)

Payroll and related costs

(268

)

(244

)

Directors’ fees

(52

)

(59

)

Travel and promotion

)

(19

)

(981

)

(491

)

Falcon Oil & Gas Ltd.

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended 31 March 2026 and 2025

13.

Decommissioning provision

A reconciliation of the decommissioning provision for the period ended 31 March 2026 and the year ended 31 December 2025 is provided below.

31 March

2026

$’000

31 December

2025

$’000

Balance as at beginning of year

17,261

16,587

Revision to Hungarian provision

—

(26)

Additions to Beetaloo working interests

—

Revisions to Canadian decommissioning provisions

(14)

—

Revision to previous Beetaloo decommissioning provision

—

(125)

Foreign exchange revaluation

198

Accretion

164

565

Non – current; balance at end of period

17,474

17,261

The Group’s decommissioning provision results from its ownership interest in oil and natural gas assets. The total

The Group has estimated the net present value of the decommissioning provision for its Hungarian well interests to be $14.5 million as at 31 March

2026 (31 December 2025: $14.4 million) based on an undiscounted total future liability of $16.6 million (31 December 2025: $16.7 million). These payments are expected to be made in 4 years. The discount factor, being the risk-free

rate related to the liability, was 3.64% as at 31 March 2026 (31 December 2025: 3.64%). The inflation factor related to the liability was 2.32% as at 31 March 2026 (31 December 2025: 2.32%). A 1% increase / (decrease) in the

discount rate will (decrease) / increase the provision by ($599,000) / $451,000.

The estimated net present value of the decommissioning provision for its

Australian Beetaloo well interests is $2.9 million as at 31 March 2026 (31 December 2025: $2.78 million) based on an undiscounted total future liability of $6.6 million (31 December 2025: $6.5 million). These payments are

expected to be made between 2-29 years. The discount factors, being the risk-free rate related to the liability, were 4.056% and 5.213% respectively as at 31 March 2026 and 31 December 2025. The

inflation factor related to the liability, was 2.50% as at 31 March 2026 and 31 December 2025. A 1% increase / (decrease) in the discount rate will (decrease) / increase the provision by ($305,000) / $391,000.

14.

Accounts payable and accrued expenses

31 March

2026

$’000

31 December

2025

$’000

Current

Accounts payable

3,088

1,399

Accrued expenses

881

354

3,969

1,753

15.

Related party transactions

Other than key management compensation disclosed in Note 12, there were no other related party transactions during the period.

Falcon Oil & Gas Ltd.

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended 31 March 2026 and 2025

16.

Commitments

Work program commitments

Australia - Beetaloo Sub-Basin, Northern Territory, Australia

The Group planned a drilling programme which commenced in 2015 with its farm-in partners. Work recommenced in 2019 following the moratorium on hydraulic fracturing.

Since April 2020 Falcon

and (b) whether or not the well is a “commitment well” under the terms of the EPs, a non-commitment well creates a DSU to a maximum of 6,400 acres, while a government commitment well creates a

with Falcon Australia electing to reduce its PI in the first two wells of the Pilot Project to 5% and further reducing its PI in the remaining wells drilled in the Pilot Project in 2025 to 0%.

The terms of the Beetaloo Joint Venture continue to necessitate specific minimum work obligations through May 2028. Future commitments for the next two years

expenditure across EP76 of A$20,750,000, EP 98 of A$63,650,000 and EP 117 of A$22,500,000.

Falcon Australia’s level of future spend will be

dependent on the participating interest it opts into for each of the joint

operations.

South Africa - Karoo Basin, South Africa

On granting of

an approved exploration right in South Africa, the Group will be required to make a payment to the South African government of approximately $0.7 million. Management does not foresee this payment falling due within the next 12 months based on

the expected timeframe of being granted an approved exploration right.

Hungary - Makó Trough, Hungary

The Group is not committed to any independent technical operations in Hungary.

17.

Subsequent events

On 28 May 2026, in accordance with the Plan of Arrangement, as amended, Tamboran Resources Corporation (“Tamboran”), through its indirect

provided in the Plan of Arrangement. In connection with the Transaction, a note receivable due from Falcon Australia was assigned by the Company to a subsidiary of Tamboran.

All of the Company’s existing common shares were cancelled and one common share was issued to NorthHelm Advisory Ltd., which became the sole shareholder

deemed surrendered to the Company for termination and cancelled immediately before completion. The existing directors and officers of the Company resigned and Doug Bailey was appointed Sole Director and Chief Executive Officer.

At the hearing held on 26 March 2026, the Supreme Court of British Columbia approved the arrangement subject to amendments to the Plan of Arrangement

relating to the treatment of the Company’s shareholders subject to sanctions. The order approving the amended Plan of Arrangement was issued and entered on 14 April 2026 (the “Court Order”).

Falcon Oil & Gas Ltd.

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended 31 March 2026 and 2025

On 5 May 2026 Tamboran received an amended licence from the Office of Foreign Assets Control of the United States Department of the Treasury permitting the parties to complete the

Transaction as modified by the Court Order.

As at 31 March 2026 the Court Order had not been issued and entered and the amended sanctions licence

had not been obtained, and the disposal group had not been classified as held for sale.

Pursuant to the Court Order, a shareholder subject to sanctions

holding 157,083,634 common shares was deemed to have exercised its right to dissent in respect of the special resolution approving the Transaction, and is entitled to the greater of the Cash Consideration and the fair value of those shares as at

blocked account maintained at a United States financial institution in the name of that shareholder in accordance with applicable sanctions laws. The Payout Value has not been agreed or determined.

Following completion of the Transaction, the Company’s common shares were delisted from the TSX Venture Exchange effective at the close of business on

(the “Reporting Issuer Application”). As at the date these financial statements were authorised for issue, the Reporting Issuer Application had not been determined.

On 29 July 2026 Falcon Australia received approximately AUD$3.1 million from the Australian Taxation Office, comprising a research and development

(“R&D”) tax incentive of AUD$3.0 million (approximately US$2.0 million) in respect of a claim submitted in April 2026 relating to expenditure incurred in 2024, together with interest of AUD$0.1 million.

There were no other significant changes in the state of affairs of the Company that occurred since the period end of the period under review.

18.

Approval of Interim financial statements

These Interim Financial Statements were approved by the Sole Director and authorised for issue on 6 August 2026.

[End of document]

EX-99.4

Filename: d182759dex994.htm · Sequence: 5

EX-99.4

Exhibit 99.4

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

On May 28, 2026, Tamboran Resources Corporation (“Tamboran” or the “Company”) and its subsidiaries Tamboran

(Beetaloo) Pty Ltd (“Australia Sub”), and Tamboran Resources Investments Holding Corporation (“U.S. Sub”) (together as “TBN”), completed the previously announced acquisition of all of the issued and outstanding

interests in Falcon Oil & Gas Holdings Ireland Ltd. (“Falcon Holdings”), Falcon Oil & Gas Ireland Ltd. (“Falcon Ireland”), and TXM Oil & Gas Exploration Kft. (“Falcon Hungary”), Falcon

Exploration and Production South Africa (Pty) Ltd, a company incorporated under the laws of South Africa (“Falcon South Africa”) and 98.1% of the issued and outstanding interests in Falcon Oil & Gas Australia Limited

(“Falcon Australia”) (such 98.1% interests, the “Australia Interests”, and together the “Falcon Entities” and such transaction, “FOG Acquisition” or the “Transaction”) from Falcon Oil and

Gas Limited (“Falcon”) for a purchase price (the “Consideration”) of approximately $6.2 million in cash, and 6,537,503 shares of Tamboran. Additionally, TBN:

•

paid $0.7 million to fund administrative activities of Falcon Ireland before acquisition; and

•

engaged certain directors and officers of Falcon for their consultancy services and issued an aggregate of

369,084 share options with an exercise price of $21.94 per share.

In connection with the FOG Acquisition, a note

receivable due from Falcon Australia was assigned by Falcon to Tamboran Resources Pty Ltd. (“TBN Resources”), a wholly owned subsidiary of Tamboran, for a consideration of $17.4 million. Total cash paid by TBN at the closing of the

Transaction is as follows:

•

Consideration of approximately $23.7 million including the amount paid for the assignment of the note

receivable; and

•

administrative funding of $0.7 million to Falcon Ireland.

The FOG Acquisition was accounted for as an asset acquisition in accordance with Accounting Standards Codification Topic 805, Business

Combinations (referred to as “ASC 805”), with Tamboran identified as the acquirer. As such, for the purpose of the unaudited pro forma condensed combined financial information, the fair value of the Consideration paid by Tamboran and

the allocation of that amount to the underlying assets acquired and liabilities assumed was recorded on a relative fair value basis. Additionally, transaction costs directly related to the FOG Acquisition were capitalized as a component of the

Consideration.

The following unaudited pro forma condensed combined financial information and related notes (“unaudited pro forma

financial information”) has been prepared based on the historical audited consolidated financial statements of Tamboran Resources Corporation and its wholly owned subsidiaries (“the Group”), adjusted to give effect to transaction

accounting adjustments for the assets and liabilities acquired by the Company in the FOG Acquisition.

The unaudited pro forma condensed

combined statement of operations and comprehensive loss (“unaudited pro forma statement of operations”) for the year ended June 30, 2025 and the nine months ended March 31, 2026, combines the historical audited and unaudited

consolidated statement of operations and comprehensive loss of the Group for the corresponding periods, with the respective historical audited and unaudited consolidated statements of operations and comprehensive loss of the Falcon Entities, as

derived from audited and unaudited consolidated financial statements as indicated below, as if the Transaction had occurred on July 1, 2024. The unaudited pro forma condensed combined balance sheet (“unaudited pro forma balance

sheet”) as of March 31, 2026, combines the historical unaudited consolidated balance sheet of the Group, and the historical unaudited consolidated statement of financial position of Falcon Entities as of March 31, 2026, derived from

unaudited consolidated financial statements as indicated below, as if the Transaction had occurred on March 31, 2026.

Unless the

context otherwise requires, references in this unaudited pro forma financial information to the historical financial statements, balances, results of operations and accounting policies of “Falcon” mean those of the Falcon Entities,

presented on a combined basis and, where indicated, after giving effect to the perimeter adjustments described below to exclude assets, liabilities, income and expenses that were not acquired or assumed in the Transaction. References to

consideration paid to, or interests, notes or agreements transferred by, Falcon mean Falcon Oil and Gas Limited in its capacity as seller.

The unaudited pro forma financial information has been developed from and should be read in conjunction with:

•

the accompanying notes to the unaudited pro forma financial information;

•

the historical audited consolidated financial statements of the Group for the year ended June 30, 2025,

included in Tamboran’s annual report on Form 10-K filed with the the Securities and Exchange Commission (the “SEC”) on September 25, 2025;

•

the historical unaudited condensed consolidated financial statements of the Group for the nine months ended

March 31, 2026, included in Tamboran’s quarterly report on Form 10-Q filed with the SEC on May 13, 2026;

•

the historical audited consolidated financial statements of Falcon for the years ended December 31, 2025 and

December 31, 2024, which are included elsewhere in this Form 8-K/A;

•

the historical unaudited condensed consolidated financial statements of Falcon for the six months ended

June 30, 2025 and June 30, 2024, which are included elsewhere in this Form 8-K/A;

•

the historical unaudited condensed consolidated financial statements of Falcon for the three months ended

March 31, 2026, which are included elsewhere in this Form 8-K/A;

•

other information relating to Tamboran and the Falcon Entities contained in, or incorporated by reference into,

Tamboran’s filings with the SEC.

The unaudited pro forma financial information has been prepared in accordance

with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed

Businesses”, using assumptions set forth in the notes herein. Article 11 permits presentation of reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s

Adjustments”). Tamboran has elected not to present Management’s Adjustments and will only be presenting the transaction accounting adjustments required by Article 11 (“Transaction Accounting Adjustments”) in the unaudited pro

forma financial information.

The pro forma adjustments related to the Transaction are described in the notes to the unaudited pro forma

financial information and principally include the following:

•

Perimeter adjustments to eliminate the assets, liabilities, income and expenses of Falcon that were not acquired

or assumed as part of the Transaction, which are presented within the Transaction Accounting Adjustments columns and described in Notes 5(a) and 5(l) rather than in a separate column; and

•

Pro forma adjustments to record the Transaction.

The unaudited pro forma condensed combined financial statements and underlying pro forma adjustments are based upon currently available

information and include certain estimates and assumptions made by Tamboran’s management; accordingly, actual results could differ materially from the unaudited pro forma financial information. Management believes that the assumptions used to

prepare the unaudited pro forma financial information provide a reasonable and supportable basis for presenting the significant estimated effects of the arrangement. The unaudited pro forma financial information also does not reflect the costs of

any integration activities, or any cost savings or synergies that may be achieved as a result of the Transaction. Tamboran has elected not to present Management’s Adjustments and, accordingly, no synergies,

dis-synergies, integration costs or restructuring or severance costs are depicted in the unaudited pro forma financial information, whether or not such matters have been described elsewhere. Any such amounts

remain subject to significant uncertainty as to amount and timing, and the unaudited pro forma financial information does not attempt to predict or suggest future results.

TAMBORAN RESOURCES CORPORATION

Unaudited Pro Forma Condensed Combined Balance Sheet As of March 31, 2026 (in thousands)

Reclassified

Historical

IFRS to U.S.

GAAP

and Policy

Transaction

Accounting

Pro

Historical

Falcon

Adjustments

Forma

Tamboran

(Note 3)

(Note 4)

Note

(Note 5)

Note

Combined

ASSETS

Current assets

Cash and cash equivalents

88,151

197

—

(36,960

)

(a) 5(b)

51,388

Restricted cash

13,766

—

13,766

Trade and other receivables:

Joint interest billings

3,888

—

(3,264

)

(c)

624

ATO receivable

2,711

—

2,711

Other receivables

227

—

245

Prepaid expenses and other current assets

9,363

194

—

(3,698

)

(d)

5,859

Total current assets

118,106

409

—

(43,922

)

74,593

Natural gas properties, successful efforts method:

Unproved properties

465,020

59,066

(7,099

)

(a) 4(b)

231,114

(e)

748,101

Assets under construction - natural gas equipment

61,200

—

61,200

Property, plant and equipment, net

601

—

601

Operating lease

right-of-use assets

3,275

—

3,275

Finance lease

right-of-use assets

15,081

—

15,081

Prepaid expenses and other non-current assets

8,779

2,786

—

(322

)

(a)

11,243

Total non-current assets

553,956

61,852

(7,099

)

230,792

839,501

TOTAL ASSETS

672,062

62,261

(7,099

)

186,870

914,094

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY

Current liabilities

Accounts payable and accrued expenses

42,829

3,969

—

(4,267

)

(a) 5(b) 5(c)

42,531

Intercompany payable

—

(a) 5(c)

—

Current portion of operating lease obligations

2,491

—

2,491

Current portion of finance lease obligations

13,776

—

13,776

Other current liabilities

—

3,008

(f)

3,008

Total current liabilities

59,096

3,969

—

(1,259

)

61,806

Operating lease obligations

874

—

874

Finance lease obligations

9,049

—

9,049

Asset retirement obligations

11,053

17,474

(1,290

)

(b)

(5,606

)

(g)

21,631

Long Term Debt

44,575

—

44,575

Other non-current liabilities

837

—

837

Total non-current liabilities

66,388

17,474

(1,290

)

(5,606

)

76,966

Total liabilities

125,484

21,443

(1,290

)

(6,865

)

138,772

Redeemable noncontrolling interest

—

1,925

(h)

1,925

Stockholders’ equity

Common stock

406,684

—

(406,677

)

(i) 5(j)

Additional paid-in capital

575,473

47,446

—

179,366

(i) 5(j) 5(k)

802,285

Accumulated other comprehensive income (loss)

11,541

—

(17

)

(b)

(i)

11,541

Accumulated deficit

(191,483

)

(413,992

)

(5,683

)

(a) 4(b) 4(c)

419,675

(i)

(191,483

)

395,554

40,138

(5,700

)

192,381

622,373

Noncontrolling interest

151,024

680

(109

)

(a) 4(b)

(571

)

(f) 5(h)

151,024

Total stockholders’ equity

546,578

40,818

(5,809

)

191,810

773,397

TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’

EQUITY

672,062

62,261

(7,099

)

186,870

914,094

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements. Certain

amounts in the unaudited pro forma condensed combined financial statements may not add up or recalculate due to rounding.

TAMBORAN RESOURCES CORPORATION

Unaudited Pro Forma Condensed Combined Statement of Operations

For the nine months ended March 31, 2026

(in thousands, except share and per share amounts)

Reclassified

Historical

IFRS to U.S.

GAAP

and Policy

Transaction

Accounting

Pro

Historical

Falcon

Adjustments

Forma

Tamboran

(Note 3)

(Note 4)

Note

(Note 5)

Note

Combined

Note

Revenue and other operating income

—

Operating costs and expenses

Compensation and benefits, including stock-based compensation

(8,953

)

(971

)

—

150

(l)

(9,774

)

Consultancy, legal and professional fees

(4,295

)

(759

)

—

(382

)

(l) 5(m)

(5,436

)

Depreciation and amortization

)

—

)

Loss on remeasurement of assets classified as held for sale

—

Accretion of asset retirement obligations

(908

)

(406

)

(43

)

(b)

(1,129

)

(n)

(2,486

)

Exploration expense

(1,778

)

(147

)

(314

)

(a)

—

(2,239

)

Camp expense recoveries, net

(3,280

)

—

(3,280

)

LNG feasibility study expenses

(357

)

—

(357

)

General and administrative

(4,803

)

(599

)

(c)

440

(l)

(4,963

)

Total operating costs and expenses

(24,379

)

(2,882

)

(358

)

(921

)

(28,540

)

Loss from operations

(24,379

)

(2,882

)

(358

)

(921

)

(28,540

)

Other income (expense)

Interest income (expense), net

591

(c)

(10

)

(l)

646

Foreign exchange gain (loss), net

(3,444

)

(130

)

—

(3,574

)

Other income (expenses), net

—

Total other income (expense)

(2,853

)

(66

)

(10

)

(2,928

)

Net loss

(27,232

)

(2,948

)

(357

)

(931

)

(31,468

)

Less: Net loss attributable to noncontrolling interest

(3,029

)

(a) 4(b)

(12

)

(o)

(3,057

)

Net loss attributable to stockholders

(24,203

)

(2,939

)

(350

)

(919

)

(28,411

)

Net loss per common stock

Basic and diluted

(1.211

)

(1.071

)

(p)

Weighted average number of common stock outstanding

Basic and diluted

19,989,564

26,527,067

(p)

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements. Certain

amounts in the unaudited pro forma condensed combined financial statements may not add up or recalculate due to rounding.

TAMBORAN RESOURCES CORPORATION

Unaudited Pro Forma Condensed Combined Statement of Operations

For the year ended June 30, 2025

(in thousands, except share and per share amounts)

Reclassified

Historical

IFRS to U.S.

GAAP

and Policy

Transaction

Accounting

Pro

Historical

Falcon

Adjustments

Forma

Tamboran

(Note 3)

(Note 4)

Note

(Note 5)

Note

Combined

Note

Revenue and other operating income

—

Operating costs and expenses

Compensation and benefits, including stock-based compensation

(9,397

)

(1,199

)

—

215

(l)

(10,381

)

Consultancy, legal and professional fees

(6,531

)

(380

)

—

(3,331

)

(l) 5(m)

(10,242

)

Depreciation and amortization

(86

)

—

(86

)

Loss on remeasurement of assets classified as held for sale

(376

)

—

(376

)

Accretion of asset retirement obligations

(1,042

)

(498

)

(65

)

(b)

(1,314

)

(n)

(2,919

)

Exploration expense

(4,112

)

(195

)

(1,751

)

(a)

—

(6,058

)

LNG feasibility study expenses

(6,035

)

—

(6,035

)

Checkerboard fee

(5,950

)

—

(5,950

)

General and administrative

(5,787

)

(380

)

(c)

266

(l)

(5,908

)

Total operating costs and expenses

(39,316

)

(2,652

)

(1,823

)

(4,164

)

(47,955

)

Loss from operations

(39,316

)

(2,652

)

(1,823

)

(4,164

)

(47,955

)

Other income (expense)

Interest income (expense), net

1,551

(82

)

(c)

(39

)

(l)

1,437

Foreign exchange gain (loss), net

(2,585

)

386

—

(2,199

)

Other income (expenses), net

726

—

792

Total other income (expense)

(308

)

370

(39

)

Net loss

(39,624

)

(2,282

)

(1,816

)

(4,203

)

(47,925

)

Less: Net loss attributable to noncontrolling interest

(2,722

)

(34

)

(a) 4(b)

(41

)

(o)

(2,801

)

Net loss attributable to stockholders

(36,902

)

(2,278

)

(1,782

)

(4,162

)

(45,124

)

Net loss per common stock

Basic and diluted

(2.517

)

(2.129

)

(p)

Weighted average number of common stock outstanding

Basic and diluted

14,661,192

21,198,695

(p)

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements. Certain

amounts in the unaudited pro forma condensed combined financial statements may not add up or recalculate due to rounding.

Notes to Unaudited Pro Forma Condensed Combined Financial Information

Description of the Transaction

On May 28, 2026, TBN completed the previously announced acquisition of all of the issued and outstanding interests in Falcon Holdings,

Falcon Ireland, Falcon Hungary and Falcon South Africa, and the Australian Interests in Falcon Australia. In connection with the Transaction, Tamboran paid $6.2 million in cash, and issued 6,537,503 shares of Tamboran common stock. In

connection with the FOG Acquisition, Falcon assigned a note receivable due from Falcon Australia to TBN Resources for consideration of $17.4 million. Additionally, TBN:

•

paid $0.7 million to fund administrative activities of Falcon Ireland before acquisition; and

•

engaged certain directors and officers of Falcon for their consultancy services and issued an aggregate of

369,084 share options with an exercise price of $21.94 per share.

Total cash paid by TBN at the closing of the

Transaction is as follows:

•

Consideration of approximately $23.7 million including the amount paid for the assignment of the note

receivable; and

•

administrative funding of $0.7 million to Falcon Ireland.

Following completion of the Transaction, Australia Sub became entitled to compulsorily acquire the remaining 1.9% of the issued and

outstanding equity interests of Falcon Australia held by the Falcon Australia minority holders. Australia Sub will proceed with the compulsory acquisition of the Falcon Australia minority stock for cash consideration at a price per share no less

than the price paid to Falcon for the Australia Interests. To the extent that any Falcon Australia minority holders notify Australia Sub that they wish to receive shares of Tamboran common stock in lieu of cash, Tamboran and Australia Sub will

consider and may agree to such requests. Following such discussions, Tamboran may issue to the Falcon Australia minority holders up to an aggregate of 147,508 shares of Tamboran common stock. The unaudited pro forma financial information does not

give effect to the compulsory acquisition of the Falcon Australia minority interests or to any issuance of shares of Tamboran common stock in connection therewith, as the effects of such acquisition are not material to the unaudited pro forma

financial information.

Basis of Presentation

Tamboran prepares its consolidated financial statements on the basis of a fiscal year end of June 30. The consolidated financial statements of

Falcon have historically been prepared on the basis of a fiscal year end of December 31. In accordance with applicable SEC rules, if the fiscal year end of an acquired entity differs from the acquirer’s fiscal year end by more than one

quarter, the acquired entity’s income statement must be brought up within one quarter of the acquirer’s fiscal year end. As such, financial information for Falcon for the year ended June 30, 2025, and the nine months ended

March 31, 2026, have been derived for purposes of the preparation of unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined balance sheet was prepared using the historical unaudited consolidated

balance sheet of the Group and historical unaudited consolidated statement of financial position of Falcon as of March 31, 2026. The unaudited pro forma condensed combined statements of operations and comprehensive loss were prepared using:

•

the historical unaudited consolidated statements of operations and comprehensive loss of Tamboran for the nine

months ended March 31, 2026;

•

the historical audited consolidated statements of operations and comprehensive loss of Tamboran for the year

ended June 30, 2025;

•

the historical unaudited consolidated statement of operations and comprehensive loss of Falcon for the twelve

months ended June 30, 2025, has been derived by adding the financial data from the historical unaudited consolidated statement of operations and comprehensive loss for the six months ended June 30, 2025, to the financial data from the

historical audited consolidated statement of operations and comprehensive loss for the fiscal year ended December 31, 2024, and subtracting the financial data from the historical unaudited consolidated statement of operations and comprehensive

loss for the six months ended June 30, 2024 (Refer to Note 3); and

•

the historical unaudited consolidated statement of operations and comprehensive loss of Falcon for the nine

months ended March 31, 2026 has been derived by subtracting the financial data from the historical unaudited consolidated statement of operations and comprehensive loss for the six months ended June 30, 2025 from the audited consolidated

statement of operations and comprehensive loss for the twelve months ended December 31, 2025 and adding the financial data from the historical unaudited consolidated statement of operations and comprehensive loss for the three months ended

March 31, 2026 (Refer to Note 3);

The unaudited pro forma balance sheet and statements of operations and comprehensive loss

should be read in conjunction with the historical financial statements including the notes thereto, as listed above, which are incorporated by reference.

The historical audited and unaudited consolidated financial statements of the Group are prepared in accordance with accounting principles

generally accepted in the United States (“U.S. GAAP”) and are reported in U.S. dollars. The historical audited and unaudited consolidated financial statements of Falcon are prepared in accordance with International Financial Reporting

Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and are reported in U.S. dollars.

The unaudited pro forma balance sheet gives effect to the Transaction as if it had occurred on March 31, 2026. The unaudited pro forma

statements of operations and comprehensive loss give effect to the Transaction as if it had occurred on July 1, 2024.

The FOG

Acquisition was accounted for as an asset acquisition in accordance with U.S. GAAP as the Falcon Entities do not meet the definition of a business under ASC 805, since substantially all of the fair value of gross assets acquired is concentrated in

the Falcon Entities’ exploration and evaluation assets (i.e., a group of similar identifiable assets). Notwithstanding this accounting conclusion under ASC 805, the FOG Acquisition constitutes the acquisition of a business for purposes of Rule

11-01(d) of Regulation S-X, and the financial statements and unaudited pro forma financial information required by Rule 3-05 and

Article 11 of Regulation S-X have accordingly been presented in this Form 8-K/A. Consequently, the assets acquired and liabilities assumed in the FOG Acquisition were

measured and recognized on the Consideration allocated based on their relative fair values as of the date on which the Transaction closed (the “Closing Date”). Additionally, all transaction costs associated with the FOG Acquisition were

capitalized as a component of the Consideration (together the “Transaction Price”). The fair value measurements utilize estimates based on key assumptions of the FOG Acquisition, including historical and current market data.

Material adjustments have been made to reflect Falcon’s historical audited and unaudited consolidated financial statements on a U.S.

GAAP basis for purposes of unaudited pro forma financial information and to align Falcon’s historical significant accounting policies under IFRS to Tamboran’s significant accounting policies under U.S. GAAP.

The pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma financial information presented herein.

Tamboran has estimated the fair value of Falcon’s assets and liabilities based on discussions with Falcon’s management, fair valuation studies, due diligence and information presented in Falcon’s filings with the London Stock

Exchange and the TSX Venture Exchange in Canada.

The unaudited pro forma financial information does not give effect to any anticipated

synergies, operating efficiencies, tax savings, or cost savings that may be associated with the FOG Acquisition. In management’s opinion, all adjustments known to date that are necessary to fairly present the pro forma information have been

made. The unaudited pro forma financial information do not purport to represent what the combined company’s results of operations would have been if the FOG Acquisition had actually occurred on the dates indicated above, nor are they

indicative of Tamboran’s future results of operations.

Purchase Consideration

The Consideration is based on the actual closing price per share of Tamboran’s common stock on the Closing Date ($34.34 per share).

At the closing of the Transaction, Tamboran owns;

•

98.1% ownership interest in Falcon Australia; and

•

100% ownership interest in Falcon Hungary, Falcon Ireland, Falcon South Africa and Falcon Holdings.

In exchange, Tamboran issued 6,537,503 shares of the Company’s common stock and paid $6.2 million in cash to

Falcon for the equity interests in the Falcon Entities. Additionally, the Group paid $17.4 million to Falcon for the assignment of the note receivable due from Falcon Australia and $0.7 million for administrative funding to Falcon Ireland.

Upon completion of the FOG Acquisition, the Group also entered into consulting agreements

with certain directors and officers of Falcon, pursuant to which the Group issued an aggregate of 369,084 share options with an exercise price of $21.94 per share. Of these share options, 123,028 share options were fully vested at

acquisition date and as such accounted for as a part of purchase consideration. The rest of the 246,056 stock options are subject to continuous post-acquisition service conditions and as such did not form part of the Transaction and will be

accounted for separately after the Closing. Therefore, no expense is reflected in respect of 246,056 stock options in the unaudited pro forma financial information.

Purchase Price Allocation

The

determination of Consideration transferred and the fair value of assets acquired and liabilities assumed are as follows (in thousands):

Amount

Cash consideration

6,228

Fair value of equity consideration (1)

(2)

226,819

Total consideration

233,047

Administrative funding to Falcon Ireland

728

Transaction costs capitalized

15,606

Transaction price

249,381

Assets acquired:

Cash and cash equivalents

194

Trade and other receivables

Prepaid expenses and other current assets

194

Unproved properties

283,081

Prepaid expenses and other non-current assets

2,464

Total assets acquired

285,951

Liabilities assumed:

Accounts payable and accrued expenses

(3,624

)

Intercompany payable

(17,435

)

Other current liabilities

(3,008

)

Asset retirement obligations

(10,578

)

Total liabilities assumed

(34,645

)

Net assets acquired

251,306

Noncontrolling interest

(1,925

)

(1)

Based on 6,537,503 shares of Tamboran common stock at $34.34 per share (closing price as of

May 28, 2026).

(2)

Includes 123,028 stock options at a fair value of $18.87 per award. These awards were fully vested at Closing

and included as a part of purchase consideration.

Historical Financial Statements of Falcon Entities

Falcon’s historical balances were derived from the historical audited and unaudited financial statements of the Falcon Entities as

described above and are presented under IFRS and in U.S. dollars. The historical balances reflect certain reclassifications of the consolidated statement of operations and comprehensive loss and consolidated statement of financial position

categories to conform to Tamboran’s presentation in its consolidated statement of operations and comprehensive loss and consolidated balance sheet. The reclassifications identified and presented in the unaudited pro forma financial information

are based on discussions with Falcon’s management, due diligence and information presented in Falcon’s filings with the London Stock Exchange and the TSX Venture Exchange in Canada.

The derived historical unaudited consolidated statement of operations and comprehensive loss

of Falcon (as described in Note 2) for the nine months ended March 31, 2026 is as follows (in thousands):

[A]

[B]

[C]

[A]-[B]+[C]

Audited

Unaudited

Financial

Statements for year

ended

December 31,

2025

Financial

Statements for six

months ended

June 30,

2025

Financial

Statements for

three months ended

March 31,

2026

Derived Financial

Statements for nine

months ended

March 31,

2026

Revenue

Oil and natural gas revenue

—

Other income

—

Expenses

Exploration and evaluation expenses

(187

)

(85

)

(45

)

(147

)

General and administrative expenses

(2,351

)

(1,003

)

(981

)

(2,329

)

Decommissioning provision

—

Foreign exchange gain / (loss)

151

172

(109

)

(130

)

Total Expense

(2,361

)

(916

)

(1,135

)

(2,580

)

Results from operating activities

(2,298

)

(853

)

(1,135

)

(2,580

)

Finance income

302

271

Finance expenses

(573

)

(290

)

(150

)

(433

)

Net finance expense

(271

)

(19

)

(116

)

(368

)

Loss before tax

(2,569

)

(872

)

(1,251

)

(2,948

)

Taxation

(27

)

—

(27

)

Loss and comprehensive loss for the year

(2,596

)

(872

)

(1,251

)

(2,975

)

Loss and comprehensive loss attributable to:

Equity holders of the company

(2,587

)

(871

)

(1,250

)

(2,966

)

Non-controlling interests

)

Loss and comprehensive loss for the year

(2,596

)

(872

)

(1,251

)

(2,975

)

The derived historical unaudited consolidated statement of operations and comprehensive loss

of Falcon (as described in Note 2) for the year ended June 30, 2025 is as follows (in thousands):

[A]

[B]

[C]

[A]-[B]+[C]

Audited

Unaudited

Financial Statements

for year ended

December 31, 2024

Financial Statements

for six months ended

June 30, 2024

Financial Statements

for six months ended

June 30, 2025

Derived Financial

Statements for year

ended June 30, 2025

Revenue

Oil and natural gas revenue

—

Other income

—

Expenses

Exploration and evaluation expenses

(196

)

(86

)

(85

)

(195

)

General and administrative expenses

(2,031

)

(1,078

)

(1,003

)

(1,956

)

Decommissioning provision

—

Foreign exchange gain / (loss)

256

172

386

Total Expense

(1,971

)

(1,122

)

(916

)

(1,765

)

Results from operating activities

(1,971

)

(1,122

)

(853

)

(1,702

)

Finance income

271

295

Finance expenses

(1,036

)

(451

)

(290

)

(875

)

Net finance expense

(994

)

(433

)

(19

)

(580

)

Loss before tax

(2,965

)

(1,555

)

(872

)

(2,282

)

Taxation

—

Loss and comprehensive loss for the year

(2,965

)

(1,555

)

(872

)

(2,282

)

Loss and comprehensive loss attributable to:

Equity holders of the company

(2,958

)

(1,551

)

(871

)

(2,278

)

Non-controlling interests

)

Loss and comprehensive loss for the year

(2,965

)

(1,555

)

(872

)

(2,282

)

The reclassifications made to present Falcon’s consolidated statement of financial

position as of March 31, 2026 to conform with that of Tamboran are as follows (in thousands):

Falcon Historical Financial Statement Line

Tamboran Historical Financial

Statement Line

Falcon

Historical

Amount

Reclassifications

Falcon

Reclassified

Amount

Assets

Exploration and evaluation assets

Unproved properties

59,066

—

59,066

Decommissioning deposits

—

2,751

(2,751

)

(a)

—

Prepaid expenses and other non-current assets

2,786

(a) (b)

2,786

Restricted cash

(35

)

(b)

—

Current: Cash and cash equivalents

197

—

197

Current: Accounts receivable

Current: Trade and other receivables - Other receivables

212

(194

)

(c)

Current: Prepaid expenses and other current assets

—

194

(c)

194

Liabilities

Decommissioning provision

Asset retirement obligations

17,474

—

17,474

Current: Accounts payable and accrued expenses

3,969

—

3,969

Equity

Shareholders’ equity

Share capital

Common stock

406,684

—

406,684

Contributed surplus

Additional paid-in capital

47,446

—

47,446

Retained deficit

Accumulated deficit

(413,992

)

—

(413,992

)

Non-controlling interests

Noncontrolling interest

680

—

680

(a)

Represents a reclassification of Falcon’s decommissioning deposits, to prepaid expenses and other non-current assets to align with Tamboran.

(b)

Represents a reclassification of Falcon’s other long term deposits, historically included in non-current restricted cash, to prepaid expenses and other non-current assets to align with Tamboran.

(c)

Represents a reclassification of Falcon’s prepaid expenses, historically included in accounts receivable,

to prepaid expenses and other current assets to align with Tamboran.

The reclassifications made to present Falcon’s consolidated statement of operations

and comprehensive loss for nine months ended March 31, 2026 to conform with that of Tamboran are as follows (in thousands):

Falcon Historical Financial

Statement Line

Tamboran Historical

Financial Statement Line

Falcon

Historical

Amount

Reclassifications

Falcon

Reclassified

Amount

Oil and natural gas revenue

Revenue and other operating income

—

Other income

Other income (expense), net

—

Exploration and evaluation expenses

Exploration expense

(147

)

—

(147

)

General and administrative expenses

General and administrative

(2,329

)

1,730

(a) (b)

(599

)

Compensation and benefits, including stock-based compensation

—

(971

)

(a)

(971

)

Consultancy, legal and professional fees

—

(759

)

(b)

(759

)

Decommissioning provision

Accretion of asset retirement obligations

(432

)

(c)

(406

)

Foreign exchange gain / (loss)

Foreign exchange gain (loss), net

(130

)

—

(130

)

Finance income

Interest (expense) income net

—

Finance expense

Interest (expense) income net

(433

)

432

(c)

)

Income Tax

(27

)

—

(27

)

Loss and comprehensive loss attributable to

Non-controlling interests

Net loss attributable to noncontrolling interest

)

—

)

(a)

Represents a reclassification of Falcon’s employee compensation expenses, historically included in

general and administrative expenses, to compensation and benefits, including stock-based compensation to align with Tamboran.

(b)

Represents a reclassification of Falcon’s consultancy and professional fee expenses, historically

included in general and administrative expenses, to consultancy, legal and professional fees to align with Tamboran.

(c)

Represents a reclassification of Falcon’s accretion of asset retirement obligations, historically

included in finance expense, to asset retirement obligations to align with Tamboran.

The reclassifications and perimeter adjustments made to present Falcon’s Consolidated

Statement of Operations and Comprehensive Loss for the year ended June 30, 2025 to conform with that of Tamboran are as follows:

Falcon Historical Financial

Statement Line

Tamboran Historical

Financial Statement Line

Falcon

Historical

Amount

Reclassifications

Falcon

Reclassified

Amount

Oil and natural gas revenue

Revenue and other operating income

—

Other income

Other income (expense), net

(a)

Exploration and evaluation expenses

Exploration expense

(195

)

—

(195

)

General and administrative expenses

General and administrative

(1,956

)

1,576

(a) (b) (c) (d)

(380

)

Compensation and benefits, including stock-based compensation

—

(1,199

)

(b)

(1,199

)

Consultancy, legal and professional fees

—

(380

)

(c)

(380

)

Depreciation and amortization

—

(d)

—

Decommissioning provision

Accretion of asset retirement obligations

—

Foreign exchange gain / (loss)

Foreign exchange gain (loss), net

386

—

386

Finance income

Interest (expense) income net

295

—

295

Finance expense

Interest (expense) income net

(875

)

498

(e)

(377

)

Accretion of asset retirement obligations

—

(498

)

(e)

(498

)

Loss and comprehensive loss attributable to

Non-controlling interests

Net loss attributable to noncontrolling interest

)

—

)

(a)

Represents a reclassification of Falcon’s gain on sale of assets, historically included in general and

administrative expenses, to other income (expenses) net to align with Tamboran.

(b)

Represents a reclassification of Falcon’s employee compensation expenses, historically included in

general and administrative expenses, to compensation and benefits, including stock-based compensation to align with Tamboran.

(c)

Represents a reclassification of Falcon’s consultancy and professional fee expenses, historically

included in general and administrative expenses, to consultancy, legal and professional fees to align with Tamboran.

(d)

Represents a reclassification of Falcon’s depreciation expense, historically included in general and

administrative expenses, to depreciation and amortization to align with Tamboran.

(e)

Represents a reclassification of Falcon’s accretion of asset retirement obligations, historically

included in finance expense, to asset retirement obligations to align with Tamboran.

IFRS to U.S. GAAP Adjustments and Accounting Policy Alignment

U.S. GAAP differs in certain material respects from IFRS. The following material adjustments have been made to reflect Falcon’s

historical audited and unaudited consolidated statement of operations and comprehensive loss and consolidated statement of financial position on a U.S. GAAP basis for purposes of unaudited pro forma financial information. In addition, the material

adjustments have been made to align Falcon’s historical significant accounting policies under IFRS to Tamboran’s significant accounting policies under U.S. GAAP.

(a) Unproved Properties

Under U.S. GAAP

Tamboran uses the successful efforts method of accounting to account for its unproved properties whereas Falcon uses full cost method of accounting under IFRS to account for its unproved properties. Certain costs that are expensed under the

successful efforts method are capitalized under the full cost method, including unsuccessful exploration drilling costs, geological and geophysical costs and administrative expenses directly related to exploration and development activities.

As such, the adjustment reflects the impact of expensing certain historical costs originally capitalized to oil and gas properties by Falcon

under IFRS to align with successful efforts method of accounting followed by Tamboran under U.S. GAAP. This resulted in a reduction to unproved properties of $5.7 million. Additional geological and geophysical costs and administrative expenses

directly related to exploration of $1.8 million and $0.3 million were recognized in exploration expense for the year ended June 30, 2025 and nine month period ended March 31, 2026, respectively.

(b) Asset Retirement Obligation

Under

U.S. GAAP, the initial recognition of the asset retirement obligation liability is recognized at fair value, generally utilizing a present value technique to estimate the liability discounted at a credit-adjusted risk-free interest rate, and further

adjusted for inflation and market risk premium. Subsequently, period-to-period revisions to either the timing or amount of the original estimate of undiscounted cash

flows are treated as separate layers of the obligation.

Under IFRS, asset retirement obligation liabilities are generally measured as the

best estimate of the expenditure to settle the obligation utilizing a present value technique to estimate the liability, discounted at a pretax rate that reflects current market assessments of the time value of money and the risks specific to the

liability. Subsequently, period-to-period revisions for changes in the estimate of expected undiscounted cash flows or discount rate are

re-measured for the entire obligation by using an updated discount rate that reflects current market conditions as of the balance sheet date.

As such, the adjustment reflects the impact of using the credit-adjusted risk-free interest rate on the carrying value of asset retirement

obligations related to Falcon’s Australian well interests under U.S. GAAP. The change in discount rate resulted in a reduction to unproved properties of $1.4 million and a reduction of asset retirement obligations of $1.3 million.

Additional accretion expense of less than $0.1 million and less than $0.1 million was recognized for the year ended June 30, 2025 and nine month period ended March 31, 2026, respectively.

The unaudited pro forma financial information does not reflect the impact of converting Falcon’s asset retirement obligations for its

Hungarian well interests and related accretion expenses on a U.S. GAAP basis as it is impractical to re-estimate the impact of

period-to-period revisions to the timing or amount of the original reclamation liability over historical periods using the layering approach and credit-adjusted

risk-free interest rates. In addition, the impact of converting asset retirement obligations for Hungarian wells from IFRS to U.S. GAAP is not meaningful because, as a part of pro forma adjustments, asset retirement obligations for Falcon’s

Hungarian well interests are recorded using Tamboran’s assumptions related to cash outflows and credit-adjusted risk-free interest rates as of the Closing Date. Therefore, Tamboran has reflected the adjustment to recognize asset retirement

obligations related to Falcon’s Hungarian well interests at its estimated fair value on the Closing Date (Refer Note 5).

Under U.S. GAAP, a lessee identifies a lease at inception of the agreement and classifies it as either a finance lease or an operating lease

based on the application of five specific criteria. Under IFRS, similar to U.S. GAAP, a lessee identifies a lease at inception of the agreement but does not distinguish between an operating lease and a finance lease. A single recognition and

measurement model is applied to all leases under IFRS. While the initial measurement and recognition of a lease is similar under U.S. GAAP and IFRS, the subsequent measurement differs. Under U.S. GAAP, a straight-line expense is recognized for an

operating lease, as opposed to IFRS, which yields a higher expense in earlier years of the lease term. However, the lease entered into by Falcon was determined to be a short term (12 months or less) lease by Tamboran for which no right-of-use asset and lease liability is required to be recognized under U.S. GAAP as there is not an expectation that the lease will be renewed or extended for a further

period.

As such, the adjustment reflects the impact reclassifying of less than $0.1 million and

less than $0.1 million for the year ended June 30, 2025 and nine month period ended March, 31, 2026, respectively from interest expense to general and administrative expenses. Falcon’s right-of-use asset and lease liability were nil at March 31, 2026.

Transaction Accounting Adjustments

The following adjustments have been made to the unaudited pro forma financial information to reflect certain preliminary Transaction Price

allocation accounting and other pro forma adjustments. Further review may identify additional adjustments that could have a material impact on the unaudited pro forma financial information of the combined company. At this time, Tamboran is not aware

of any additional transaction related adjustments that would have a material impact on the unaudited pro forma financial information that are not reflected or disclosed in the pro forma adjustments.

The following transaction accounting adjustments have been reflected in the unaudited pro forma condensed combined balance sheet as of

March 31, 2026:

(a)

Elimination of historical assets and liabilities of Falcon that were not acquired as part of the FOG

Acquisition.

(b)

Use of cash and cash equivalents to fund the cash consideration for the FOG Acquisition, purchase of note

receivable from Falcon and payment of transaction costs in relation to the FOG Acquisition.

(c)

Elimination of receivable and payable balances between the Group and Falcon Entities.

(d)

Pro forma adjustment to derecognize the deferred transaction costs as these costs are allocated to relevant

assets acquired and liabilities assumed.

(e)

Pro forma adjustment to record the acquisition of Falcon’s unproved properties along with the related

impact on noncontrolling interests.

(f)

Pro forma adjustments to record the liability in relation to noncontrolling interests mandatorily redeemable in

cash.

(g)

Pro forma adjustments to record the impact of Tamboran’s assumptions and inputs on Falcon’s asset

retirement obligations for Falcon Hungary and Falcon Australia.

(h)

Pro forma adjustment to reclassify noncontrolling interest in Falcon Australia as mezzanine equity, as the

redemption feature is not solely within TBN’s control. The adjustment records the estimated fair value of noncontrolling interest as mezzanine equity based on the price of TBN’s common stock at Closing.

(i)

Elimination of Falcon’s historical shareholders’ equity.

(j)

Issuance of common stock consideration for the FOG Acquisition.

(k)

Pro forma adjustment to reflect issuance of 123,028 equity based stock options that were issued as a part of

consultancy arrangements entered into in connection with the FOG acquisition. These stock options were fully vested at Closing.

The following transaction accounting adjustments have been reflected in the unaudited pro forma condensed combined statement of operations and

comprehensive loss for the nine months period ended March 31, 2026 and for the year ended June 30, 2025:

(l)

Elimination of historical income and expenses of Falcon that were not part of the FOG Acquisition.

(m)

Pro forma adjustment to reflect estimated stock compensation expense incurred related to 246,056 equity based

stock options that were issued as a part of consultancy arrangements entered into in connection with the FOG acquisition. These stock options vest equally at each anniversary of the FOG acquisition over the next two years.

(n)

Pro forma adjustment for accretion of asset retirement obligations resulting from change in the basis of asset

retirement obligations related to Falcon Entities due to Tamboran’s assumptions and inputs.

(o)

Allocation of net loss between TBN’s stockholders and noncontrolling interest as a result of pro forma

adjustments (l), (m) and (n) above.

(p)

Impact of the allocation of net loss attributable to Tamboran’s stockholders and issuance of additional

shares of Tamboran common stock on computation of basic and diluted net loss per common stock.

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v3.26.1

Document and Entity Information

May 28, 2026

Cover [Abstract]

Entity Registrant Name

Tamboran Resources Corp

Amendment Flag

true

Entity Central Index Key

0001997652

Document Type

8-K/A

Document Period End Date

May 28, 2026

Entity Incorporation State Country Code

Entity File Number

001-42149

Entity Tax Identification Number

93-4111196

Entity Address, Address Line One

Suite 01, Level 39, Tower One

Entity Address, Address Line Two

International Towers Sydney

Entity Address, Address Line Three

100 Barangaroo Avenue

Entity Address, City or Town

Barangaroo

Entity Address, Postal Zip Code

NSW 2000

Entity Address, Country

City Area Code

Local Phone Number

2 8330 6626

Written Communications

false

Soliciting Material

false

Pre Commencement Tender Offer

false

Pre Commencement Issuer Tender Offer

false

Security 12b Title

Common Stock, par value $0.001 per share

Trading Symbol

TBN

Security Exchange Name

NYSE

Entity Emerging Growth Company

true

Entity Ex Transition Period

false

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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