Tamboran Resources Corporation

Item 1A. Risk Factors 

There haveare numerous factors that affect our business and operating results, many of which are beyond our control. 

Except as provided beelow, there have been no material changes in risk factors for the quarterly period ended SeptDecember 30, 1, 

2025 from those

described in the Companys Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

Risks Related to the Pending Falcon Acquisition

The marketamboran stockholders and Falcon shareholders, in each case as of immediately price for our or to the Falcon Acquisition, will 

have significantly reduced ownership in the combined company.

Tamboran anticipates issuing 6,537,503 shares of Tamboran common stock and CDIs folloto Falcon in exchange for Falcons 

equity interests in the Falcon Entities. Following the closingompletion of the Falcon Acquisition may be affec, it is anticipated by 

factothat persons 

who were stockholders different from thoseand shareholders of Tamboran and Falcon, respectively, immediately prior to that historically have affecte Falcon 

Acquisition will own approximately 77.6% and 22.4% of the combined or currently affect our company, respectively, with Tamboran maintaining 

control over the common bined company. As a result, Tamborans current stockholders and CDIs.

Our financial position may differ from our financial posiFalcons current shareholders will 

have less influence on the policies of the combined company than they currently have on Tamborans policies and Falcons 

policies, respectively. 

The Falcon Parent stock consideration before will not be adjusted in the event of any change in eithe cor Tamborans or Falcons 

share price. 

Upon completion of the Falcon Acquisition, and the 

results of operations Falcons shareholders will receive 6,537,503 shares of Tamboran 

common stock. The Falcon Parent stock consideration was generally fixed in the Arrangement Agreement and will not be 

adjusted to reflect changes in the market price of eithe combined r Falcon common shares or Tamboran common stock before the 

arrangement is companyleted. Stock price changes may be affected by somresult from a variety of factors (many of which are beyond 

Tamborans and Falcons control), including the factors that are different fromollowing: 

changes in Tamborans and Falcons respective businesses, operations and prospects;

investor behavior and strategies, including market assessments of those currently 

affecting e likelihood that the arrangement will be 

completed, including related considerations regarding cour results of operations. Accordinglt approval and regulatory clearance or approval, if any,

of the mararrangement; or 

interest rates, general market price and economic conditions and performanother factors generally affecting the price of our common stock

Tamborans and Falcons shares; and

foreign, federal, state, provincial and CDIs is likely 

to be different fromlocal legislation, governmental regulation and legal developments in the performance

businesses in which Tamboran and Falcon operate.

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The price of ourTamboran common stock and CDIs in t the absencecompletion of the Falcon Acquisition. In addition, 

general fluctuations in stock markets could have a mater will vary from its price on the 

date the Arrangement Agreement was executed, the date of this proxy statement, the date of the special adverse meeting and the 

effect on tive date. As a result, the market for, or liquidityvalue represented by the number of shares issued to Falcon will also vary. For 

example, based on the range of closing prices of, our Tamboran common

stock and CDIs, regardlessduring the period from September 29, 2025, the 

trading day before the date of our actual operating perthe public announcement of the Falcon Acquisition, through January 26, 2026, the latest 

practicable date beformance. 

Our existing e the date of this proxy statement, the total Falcon Parent stockhol considers will have reduced ownership in ation represented a market 

value ranging from a low of $147,747,567.80 to a high of $199,001,591.32. 

The arrangement is subject to a number of conditions which may delay the combined company following consummFalcon Acquisition and could result in 

additional expenditures of money and resources or reduce the anticipated benefits, or result in termination of the

Falcon AcquisiArrangement Agreement and Tamboran having to pay a termination.

Immediately following  fee. 

Tamborans and Falcons respective obligations to consummation of e the Falcon Acquisition, based on are subject to the numbsatisfaction 

(or waiver of shares of common stock 

outstanding asby all parties, to the extent permissible under applicable laws) of the date ofa number of conditions described in the

Arrangement Agreement and , including the approval by Tamboran stockholders of the issuance of the StFalcon Parent stock C

consideration as to Falcontemplated , the approval and adoption of the arrangement resolution by

the Falcon shareholders, the approval 

of the arrangement by the Court on terms consistent with the Arrangement Agreement, our existing stockholders would own a and otherwise reasonably 

satisfactory to the parties and receipt of certain regulatory clearances and approximately 73% vals. Many of the outstanding shares of the 

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combinedconditions to completion 

of the arrangement are not within Tamborans companyntrol and Falcons existing stockholders woulTamboran cannot predict when, or if, these conditions will be 

satisfied. If any of these conditions are not satisfied own approximately 27% ofr waived prior to the termination date, it is possible the outstanding sharesat the 

Arrangement Agreement may be terminated. The Arrangement Agreement provides that, upon termination of the

combined company. As a Arrangement Agreement under certain circumstances, Tamboran or Falcon would be required to pay the other party a 

termination fee of $3.75 million and $1.62 million, result, our currpectively. In addition, Falcon would be required to reimburse 

Tamboran for its document stockholed out-of-pocket expenses incurred in connection with the arrangement unders will ha certain 

circumstances. 

Although the parties have less influence on tagreed to use reasonable best efforts, subject to certain limitations, to complete the policies of

arrangement promptly, these and other combined nditions may fail to be satisfied. In addition, companletion of the arrangement may

than they currently have on our policies.

We may not consummate take longer and could cost more than we expect. The requirements for obtaining the regulatory approvals, including 

approval of the TSX Venture Exchange (the TSXV), could delay the completion of the Falcon Acquisition.

We may not consummate for a 

significant period of time or prevent them from occurring. Any delay in completing the Falcon Acquisition, which is subject may adversely 

affect the benefits that Tamboran expects to achieve if the satisfacFalcon Acquisition and the integration of clobusing conditions. These 

esses were to be 

completed within the expected timeframe. 

If a governmental authority asserts objections to the Falcon Acquisition, Tamboran may be unable to complete the 

Falcondi Acquisitions include, but are not limited to, (a) or, in order to do so, Tamboran or Falcon may be required to comply with material restrictions or 

satisfy material conditions. 

Closing is subject to the condition that the approvalre is no order preventing the consummation of the Falcon Acquisition by at least 66 23% oand 

no law applicable to the Falcon Acquisition that makes consummation of the votes cast by 

Falcon Acquisition illegal. Pursuant to the 

Arrangement Agreement, Tamboran and Falcon shareholders and, if required by applicable Canadian securities laws, a simple majhave agreed to use reasonable best efforts, subject to certain limitations, to 

complete the Falcon Acquisition promptly. 

There can be no assurance as to the cost, scope or impact of the actions that may be required to address any 

governmental authority of tbjections to the votes cast by Falcon Acquisition. If Tamboran or Falcon

shareholders, excludtakes such actions, it may be 

detrimental to them or to the combined company following the consummation of the Falcon common shares held by persAcquisition. Furthermore, 

these actions may have the effect of delaying or preventing cons reummation of the Falcon Acquired to be excluded under such laws, at a meetingsition or imposing additional 

costs on or limiting the revenue or cash available for distribution of the combined company following the consummation of

the Falcon shAcquisition. There areholders, (b) the approv also limitations in the Arrangement Agreement on the actions Tamboran is required to 

take in order to address any governmental of tauthority objections to the issuance Falcon Acquisition; so, depending on the nature of the Stock Considera

governmental authority objections to the Falcon Acquisition by a majority , Tamboran may decline to agree to take such actions resulting 

in the failure of the votes cast Falcon Acquisition to be completed. 

Tamboran or Falcon may waive one or more of the closing conditions without re-soliciting approval by ourTamboran

stockholders at a meeting of our stockholders, (c) the approval of t. 

Tamboran or Falcon may determine to waive, in whole or part, one or more of the conditions to closing prior to 

Tamboran or Falcon, as the case may be, being obligated to consummate the Falcon Acquisition by t. Tamboran expects to 

evaluate the Supreme Court materiality of any proposed waiver and its effect on Tamboran stockholders in light of British 

Columbia on terms consistent with the Arrangthe facts and 

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circumstances at the time, to determine whether any amendment of this proxy statement or any re-solicitation of proxies is 

required in light of such waiver. Any determination whether to waive any condition to closing or to re-solicit stockholder 

approval or amending or supplement Agreeing this proxy statement ans a result of a waiver will be made by Tamboran at the time 

of such waiver based on therwise reasonably satisfactory to facts and circumstances as they exist at that time. 

The business relationships of Tamboran and Falcon, as applicable, may be subject to disruption due to uncertainty 

associated with the Falcon Acquisition, which could have a material adverse effect on the partieresults of operations, (d) tcash 

flows and financial position of Tamboran pending and following the

authorization for listing of the Stock ConsiderFalcon Acquisition. 

Parties with which Tamboran and Falcon, as applicable, does business may experience uncertainty associated with 

the Falcon Acquisition, including with respect to current or future business relation on ships with Tamboran following the NYSE and (e) the absence of any law or orde

Falcon Acquisition. Tamborans and Falcons business relationships may be subject to disruption as joint venture partners 

and other business partners may attempt to delay or defer enjoining, 

restricttering into new business relationships, negotiate changes in 

existing business relationships or consider entering or prohibitiinto business relationships with parties other than Tamboran or Falcon, 

as applicable, following the Falconsumma Acquisition. These disruption of the transacts could have a material and adverse effect on the results of 

operations contemplated by , cash flows and financial position of Tamboran, regardless of whethe r the Falcon Acquisition. Neither we nor 

Falc is completed, as 

well as a material and adverse effect on can predict when, or if, theTamborans ability to realize the expected benefits of the Falcon Acquisition. The 

risk, and adverse condieffect, of any disruptions will could be satisfied. If any oexacerbated by a delay in completion of these  Falcondi Acquisitions are not satisfied or waived or 

termination of the Arrangement Agreement. 

The Arrangement Agreement subjects Tamboran to restrictions on its business activities prior

to the outside date, it is possible that tClosing, limits its 

ability to pursue alternatives to the Falcon Acquisition and may be terminated. Although we have agreed with Falcon to 

discourage other companies from making a favorable 

alternative transaction proposal. 

The Arrangement Agreement subjects Tamboran to restrictions on its business activities prior to the Closing. The 

Arrangement Agreement obligates Tamboran to generally conduct its businesses in the ordinary course until the Closing 

and to, among other things, use its reasonable best efforts, subje to (i) preserve substantially intact to certain limitits present business 

organizations, to promptly complete , goodwill and assets, (ii) keep available the services of its current officers and employees and (iii) preserve its 

existing relationships with governmental entities and othe Falcon Acquisition,rs having significant business dealings with Tamboran. These 

restrictions could prevent Tamboran from pursuing certain business opportunities theat arise prior to the Closing and other 

conditions to the completion of the Falcon Aare 

outside the ordinary course of business. 

Tamboran is subject to customary restrictions on its ability to solicit alternative acquisition may failproposals and to be sprovide 

informatisfied. In additon to, or engage in discussion, satisfys with, third parties regarding the conditions such proposals, except that Tamboran is permitted in 

limited circumstances prior to and 

completion receiving approval from Tamboran stockholders of the issuance of new shares of tTamboran 

common stock to Falcon in the Falcon Acquisition may take longer, and could cost more, and requto provide information to, and engage in discussions with, a party which 

has made an unsolicited acquisition proposal that the Tamboran board of dire additional borrowings, than we 

currentlctors has determined constitutes or would 

reasonably be expected to constitute a superior proposal. Furthermore, in limited circumstances prior to receiving 

stockholder approval, the Tamboran board of directors may expffect. There can be no assu a change of its recommendation in response to an 

applicable intervening event if the Tamborance th board of directors determines in good faith that such condia failure to effect a change in 

recommendations will would be satisfied or that treasonably likely to be inconsistent with the Tamboran board of directors fiduciary duties. 

Tamboran does not currently control the Falcon Entities. 

Tamboran will not control the Falcon Entities until completion of the Falcon Acquisition will be 

and the business and results 

of operations of the Falconsumma Entities may be adversely affected onby events the termat are outside of Tamborans currently ontrol during the 

intervening period. The performance of the Falcontemplated or at all. If addition Entities may be influenced by, among other factors, economic 

downturns, changes in commodity prices, political borrowings are required to consummate tinstability in the countries in which the Falcon Entities operate, changes 

in applicable laws, expropriation, increased environmental regulation, volatility in the

Falcon Acqufinancial markets, unfavorable 

regulatory decisitions, litigation, our totalrising costs, civic and labor unrest, disagreements with joint venture partners, debtlays in 

ongoing exploration and ldeverage will be greaterlopment projects and other factors beyond Tamborans control. As a result of any one or 

more of these factors, among others, than currente operations and financial performance of the Falcon Entities may be negatively anticipated

affected, which may adversely affect the future financial results of the combined company.

Failure to complete the Falcon Acquisition could negatively impact ourTamboran's stock price and have a material adverse

effect

on ourits results of operations, cash flows and financial position.

If the Falcon Acquisition is not completed for any reason, including as a result of failure to obtain all requisite

rRegulatory aApprovals or Falcons, approval of the TSXV or if the Tamboran stockholders or Falcon shareholders fail to approve the applicable re

stock issuance proposal, the ASX capacity proposal and the Falcon Acquisite proposals, we maion resolution, respectively, the ongoing 

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businesses of Tamboran may be materially and 

addversely affected and, without realizing any of the benefits of having

completed the Falcon Acquisition, weTamboran would be

subject to a number of risks, including the following:

we 

Tamboran may experience negative reactions from the financial markets, including negative impacts on our stock

price;

weTamboran and its subsidiaries may experience negative reactions from our customers, distributors, suppliers, vendors, landlords, their joint venture

partners and other

business partners;

weTamboran will still be required to pay certain significant costs relating to the Falcon Acquisition, such as legal,

accounting, financial advisor and printing fees;

FalcoTamboran may be entitlrequired to receivepay a termination fee of $3,750,000 pursuant toas required by the Arrangement Agreement;

the Arrangement Agreement places certain restrictions on ourthe conduct pursuant of Tamborans business prior to the terms

completion of thereof Arrangement Agreement, which may

delay or prevent usTamboran from undertaking business

opportunities that, absent the Arrangement Agreement, may have

been pursued;

matters relating to the Falcon Acquisition (including integration planning) require substantial commitments of

time and resources by ourTamboran's management, which may have resulted in the distraction of our Tamboran's 

management from

ongoing business operations and pursuing other opportunities that could have been beneficial to u

the companies; and

litigation related to any failure to complete the Falcon Acquisition or related to any enforcement proceeding

commenced against usTamboran to perform ourits obligations pursuant to the Arrangement Agreement.

If the Falcon Acquisition is not completed, the risks described above may materialize and they may have a material

adverse effect on ourTamboran's results of operations, cash flows, financial position and stock price.

The combined company following the amboran and Falcon are expected to incur significant transaction costs in connection with the Falcon Acquisition, 

which may be in excess of those anticipated by them. 

Tamboran and Falcon have incurred and are expected to continue to incur a number of non-recurring costs associated 

with negotiating and completing the Falcon Acquisition and combining the operations of the two companies. These costs 

have been, and will continue to be, substantial and, in many cases, will be borne by Tamboran whether or not the Falcon 

Acquisition is completed. A substantial majority of non-recurring expenses will consist of transaction costs and include, 

among others, fees paid to legal, accounting and other advisors, employee retention, severance and benefit costs, and filing 

fees. Tamboran will also incur costs related to formulating and implementing integration plans, including facilities and 

systems consolidation costs and other employment-related costs. Tamboran and Falcon will continue to assess the 

magnitude of these costs, and additional unanticipated costs may be incurred in connection with the Falcon Acquisition may be unable to integrate tand 

the integration of the two companies businesses. While Tamboran and Falcon have assumed that a certain level of 

expenses would be incurred, there are many factors beyond their control that could affect the total amount or the timing of 

the expenses. The elimination of duplicative costs, as well as the realization of other efficiencies related to the integration 

of the businesses, may not offset integration-related costs and achieve a net benefit in the near term, or at all. The costs 

described above and any unanticipated costs and expenses, many of which will be borne by Tamboran even if the Falcon 

Acquisition is not completed, could have an adverse effect on Tamborans financial condition and operating results. 

Litigation relating to the business of the CompanFalcon Acquisition could result in an injunction preventing the completion of the Falcon 

Acquisition and/or substantial costs to Tamboran and Falcon. 

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered 

into acquisitions, mergers or other business combination agreements. Even if such a lawsuit is without merit, defending 

against these claims can result in substantial costs and divert management time and resources. An adverse judgment could 

result in monetary damages, which could have a negative impact on Tamborans and Falcons respective liquidity and

Falfinancial con successfully or realize dition. 

Lawsuits may be brought against Tamboran, Falcon or their respective directors which could seek, among other 

things, injunctive relief or other equitable relief, including a request to rescind parts of the Arrangement Agreement already 

50

implemented and to otherwise enjoin the parties from consummating the Falcon Acquisition. One of the anticipated benefits of the conditions to the 

Closing is that no injunction by any court or other tribunal of competent jurisdiction has been entered and continues to be 

in effect and no law has been adopted or is effective, in either case that prohibits or makes illegal the Closing. 

Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Falcon Acquisition.

39

, that 

injunction may delay or prevent the Falcon Acquisition from being completed within the expected timeframe or at all, 

which may adversely affect Tamborans and Falcons respective business, financial position, results of operations and cash 

flows. 

There can be no assurance that any of the defendants will be successful in the outcome of any pending or any 

potential future lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Falcon

Acquisition involves completed may adversely affect Tamborans or Falcons respective business, financial condition, results of 

operations and cash flows. 

Falcon may have liabilities the combination of two companies that currently operate as independent comat are not known to Tamboran. 

Falcon may have liabilities that Tamboran failed, or was unable, to discover in the course of performing its due 

diligence investigations. Other than publicly available information, all historical information relating to Falcon and its 

subsidiaries has been provided in exclusive reliance on the information made available to us by Falcon and its 

representatives. Through the completion of the Falcon Acquisition, Falcon continues to be obligated to file certain reports 

with the TSXV and AIM. Additionally, pursuant to the Arrangement Agreement, during the period from the date of the 

Arrangement Agreement until the earlier of the effective time and the termination thereof, Falcon is required to notify us in 

writing of any material change in the business, operations, results of operations, properties, assets, liabilities (whether 

absolute, accrued, contingent or otherwise), or financial condition of it and its subsidiaries on a consolidated basis or any 

change in any representation or warranty it has provided in the Arrangement Agreement that may render any representation 

or warranty misleading or untrue in any material respect. Tamboran may learn additional information about the other party 

that materially adversely affects it, such as unknown or contingent liabilities and liabilities related to compliance with 

applicable laws. As a result of these factors, the combined companies. 

The coy may incur additional costs and expenses and may be 

forced to later write-down or write-off assets, restructure operations or incur impairment or other charges that could result 

in the combined company reporting losses. Even if Tamborans due diligence has identified certain risks, unexpected risks 

may arise and previously known risks may materialize in a manner not consistent with its preliminary risk analysis. If any 

of these risks materialize, this could have a material adverse effect on the combined companys financial condition and 

results of operations and could contribute to negative market perceptions about Tamboran common stock. 

Potential payments to Falcon shareholders who exercise dissent rights could have an adverse effect on the combinaed 

companys financial condition of two independent . 

Falcon shareholders have the right to exercise dissent rights and demand payment equal to the fair value of their 

Falcon common shares. If dissent rights are properly exercised in respect of a significant number of Falcon common 

shares, a substantial payment may be required to be made to such Falcon shareholders, which could have an adverse effect 

on the combined companys financial condition and cash flows. 

Risk Factors Relating to the Combined Company Following the Arrangement 

The combined company may be unable to integrate the businesses is compleof Tamboran and the Falcon Entities successfully or 

realize the anticipated benefits of the Falcon Acquisition.

The Falcon Acquisition involves the combination of an independent public company with the subsidiaries of another 

independent public company. The combination of independent businesses is complex, costly and time consuming, and we each 

of Tamboran and Falcon will be required to devote

significant management attention and resources to integrating the

business practices and operations of the Falcon iEntities into ours. 

Tamboran. Potential difficulties that we Tamboran and Falcon 

may encounter as part of the integration process include the following: 

the inability to successfully combine ourthe business and of Tamboran and the Falcon Entities in a manner that permits

the combined company to

achieve, on a timely basis, or at all, the enhanced revenue opportunities and cost

savings and other benefits

anticipated to result from the Falcon Acquisition;

complexities associated with managing the combined businesses, including difficulty addressing possible

differences in operational philosophies and the challenge of integrating complex systems, technology, networks

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and other assets of each of the companies in a seamless manner that minimizes any adverse impact on customers,

suppliers, employees and other constituencies;

the inability to retain the service of key management and other key personnel;

the assassumption of contractual obligations with less favorable or more restrictive terms; and

potential unknown liabilities and unforeseen increased expenses or delays associated with the Falcon Acquisition.

In addition, weTamboran and Falcon have operated and, until the completion of the Falcon Acquisition, will continue to

operate, independently. It is possible that the integration process could result in:

diversion of the attention of each companys management; and

the disruption of, or the loss of momentum in, each companys ongoing businesses or inconsistencies in standards,

controls, procedures and policies.

Any of these issues could adversely affect each companys ability to maintain relationships with customers, suppliers,

employees and other constituencies or achieve the anticipated benefits of the Falcon Acquisition or could reduce each

companys earnings or otherwise adversely affect the business and financial results of the combined company following

the Falcon Acquisition.

Securities class action and derivThe trading price and volume of the combined company common stock may be volatile following the Falcon 

Acquisition. 

The trading price and volume of the combined company common stock may be volative lawsuitsle following completion of the 

Falcon Acquisition. The stock may be brought against us in connection with trkets in general have experienced extreme volatility that has often been unrelated to the 

operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of 

the combined company common stock. As a result, you may suffer a loss on your investment. Many factors may impair the 

market for the Falcon Acquisition, 

which combined company common stock and the ability of investors to sell shares at an attractive price, and could result in su

also cause the market price and demand for the combined company common stock to fluctuate substantial costs.

Securities class ly, which may 

negatively affect the price and liquidity of the combined company common stock. Many of these faction lawsuitors and conditions are 

beyond derivative lawsuits are often brought against public companiesthe control of the combined company or the combined company stockholders. 

The market price of Tamboran common stock may decline if large amounts of Tamboran common stock are sold 

following the Falcon Acquisition and may be affected by factors different from those that haistorically have entered 

into acaffected or 

currently affect the market price of Tamboran common stock. 

The market price of Tamboran common stock may fluctuate significantly following completion of the Falcon 

Acquisition, merger or o and holders of Tamboran common stock could lose some or all of ther business combination ag value of their investment. If the Falcon 

Acquisition is consummated, Tamboran will issue shares of Tamboran common stock to former Falcon shareholders. The 

Arrangement Agreements. Even if s contains no restrictions on the ability of former Falcon shareholders to sell or otherwise dispose 

of such a lawsuit is without merit, defending 

against these claims can result in substantial costs andshares following completion of the Falcon Acquisition. Former Falcon shareholders may decide not to hold the 

shares of Tamboran common stock that they receive in the Falcon Acquisition, and Tamborans historic stockholders may 

decide to reduce their investment in Tamboran as a result of the changes to Tamborans investment profile as a result of the 

Falcon Acquisition. These sales of Tamboran common stock (or the perception that these sales may occur) could have the 

effect of depressing the market price for Tamboran common stock. In addition, Tamborans financial position after 

completion of the Falcon Acquisition may divert management timeffer from its financial position before the completion of the Falcon 

Acquisition, and the results of Tamborans operations and resources. An adcash flows after the completion of the Falcon Acquisition may 

be affected by factors different from those currently affecting its financial position or results of operations and cash flows, 

all of which could adverse judgment coully affect the market price of Tamboran common stock. Accordingly, the market price and

result in monetary damages,performance of Tamboran common stock is likely to be different from the performance of Tamboran common stock prior 

to the Falcon Acquisition. Furthermore, the stock market has experienced significant price and volume fluctuations in 

recent times which cou, if they continue to occur, could have a negative impamaterial adverse effect on our the market for, or liquidity and financiof, 

Tamboran common stock, regardless of our actual condition.operating performance. 

The synergieanticipated benefits attributable to the Falcon Acquisition may vary from expectations.

The combined company may fail to realize the anticipated benefits and synergies eexpected from the Falcon

Acquisition, which

could adversely affect the combined companys business, financial condition and results of ooperations. 

ng results. The success of the

Falcon Acquisition will depend, in significant part, on the combined companys ability to successfully

integrate the

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acquired business, grow the revenue of the combined company an and realize the anticipated strategic benefits

and synergies from the combination. WeTamboran believes that the

combination of the companiestwo leading Beetaloo Basin businesses will provide operational and 

financial scale, and enhancing the combined companys corporate rate of return. However, achieving these goals requires, 

among oa pro forma 2.9 million net prospective acres across 

ther things, realization of the targeted cost synergies expected from the Falcon Acquisition Beetaloo Basin depocenter. This growth and the 

e anticipated benefits of the transacFalcon Acquisition may not be realized fully or at all, or

may take longer to realize than expected. Actual

operating, technological, strategic and revenue opportunities, if achieved

at all, may be less significant than expected or

may take longer to achieve than anticipated. If the combined company is not

able to achieve these objectives and realize the

anticipated benefits and synergies eexpected from the Falcon Acquisition within the

anticipated timing or at all, the

combined companys business, financial condition and roperating results of operations may be adversely affemay be adversely 

affected. 

The Falcon Acquisition may result in a loss of joint venture partners and other business partners and may result in the 

termination of existing contracts. 

Following the Falcon Acquisition, some of the joint venture partners and other business partners of Tamboran or 

Falcon may terminate or scale back their current or prospective business relationships with the combined company. Some 

customers may not wish to source a larger percentage of their needs from a single company or may feel that the combined 

company is too closely allied with one of their competitors. In addition, Tamboran and Falcon have contracts with joint 

venture partners and other business partners that may require Tamboran or Falcon to obtain consents from these other 

parties in connection with the Falcon Acquisition, which may not be obtained on favorable terms or at all. If relationships 

with joint venture partners and other business partners are adversely affected. by the Falcon Acquisition, or if the combined 

company, following the Falcon Acquisition, loses the benefits of the contracts of Tamboran or Falcon, the combined 

companys business and financial performance could suffer. 

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