Tamboran Resources Corp 将召开年度股东大会审议多项提案

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material Pursuant to §240.14a-12

TAMBORAN RESOURCES CORPORATION

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required.

☐Fee paid previously with preliminary materials.

☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

2

On or about October 30, 2026, we will begin mailing to certain stockholders this Proxy Statement and our Annual Report to the

stockholders for the fiscal year ended June 30, 2026, which includes our Annual Report on Form 10-K for the fiscal year ended

June 30, 2026 (the “Annual Report”), as filed with the Securities and Exchange Commission on September 25, 2026, and

instructions on how to vote online. The Proxy Statement and Annual Report are available at www.proxyvote.com.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on November 19, 2026

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Tamboran

Resources Corporation, a Delaware corporation (the “Company” or “Tamboran”), will be held on Thursday, November 19,

2026, at 4:00 p.m. Central time (being 9:00 a.m. AEDT on Friday, November 20, 2026). To increase access for all of our

stockholders, the Annual Meeting will be online and a completely virtual meeting of stockholders. You may attend, vote, and

submit questions during the Annual Meeting via the live webcast on the Internet at www.virtualshareholdermeeting.com/

TBN2026. You will not be able to attend the Annual Meeting in person, nor will there be any physical location. You may vote

by telephone, Internet, or mail prior to the Annual Meeting. While we encourage you to vote in advance of the Annual Meeting,

you may also vote and submit questions relating to meeting matters during the Annual Meeting (subject to time restrictions).

Only stockholders of record at the close of business on October 7, 2026, are entitled to notice of, and to vote at, the Annual

Meeting and any postponement or adjournment thereof. Holders of Chess Depositary Interests (“CDIs”) of the Company at that

time will be entitled to receive notice of, and to attend as guests (but not vote at) the Annual Meeting. Holders of CDIs can

direct CHESS Depositary Nominees Pty Ltd, as depositary nominee (the “Depositary Nominee”) to vote the Company’s

common stock, par value $0.001 per share (“Common Stock”), underlying their CDIs at the Annual Meeting by completing the

CDI Voting Instruction Form.

Holders of Common Stock will be able to vote and submit questions online through the virtual-meeting platform during the

Annual Meeting. To ensure that proxies are received in time to be counted prior to the Annual Meeting, proxies submitted by

Internet or by telephone should be received by 11:59 p.m. Eastern time on Wednesday, November 18, 2026, and proxies

submitted by mail should be received by the close of business on Wednesday, November 18, 2026 (the business day prior to the

date of the Annual Meeting).

Holders of CDIs can direct the Depositary Nominee to vote the Common Stock underlying their CDIs at the Annual Meeting by

completing and returning the CDI Voting Instruction Form to Boardroom Pty Ltd (“Boardroom”), the agent the Company has

designated for the collection and processing of voting instructions from the Company’s CDI holders. Votes from CDI holders

must be received by Boardroom by no later than 4:00 p.m. Central time on Tuesday, November 17, 2026 (being 9:00 a.m.

AEDT on Wednesday, November 18, 2026) (48 hours prior to the time of the Annual Meeting) in accordance with the

instructions on the CDI Voting Instruction Form.

To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/TBN2026, you must enter the 15-digit control

number found on your proxy card. Holders of CDIs wishing to attend the Annual Meeting will need to do so as guests.

3

Meeting Agenda

You are cordially invited to virtually attend the Annual Meeting of the Company for the purpose of considering and voting

upon the following proposals (collectively, the “Proposals”):

4

By the Board of Directors,

/s/ Rohan Vardaro

Rohan Vardaro

General Counsel and Company Secretary

October 20, 2026

Sydney, Australia

5

TABLE OF CONTENTS

6

FORWARD-LOOKING STATEMENTS

This Proxy Statement contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S.

Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of

future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of

our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions.

Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “commit,” “seek,”

“believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to

future periods.

It is possible that the Company’s future financial performance may differ from expectations due to a variety of factors,

including but not limited to: our early stage of development with no material revenue expected until after initial gas sales, which

commenced in September 2026, and our limited operating history; the substantial additional capital required for our business

plan, which we may be unable to raise on acceptable terms; our strategy to deliver natural gas to the Australian East Coast and

select Asian markets being contingent upon constructing additional pipeline capacity, which may not be secured; the absence of

proved reserves and the risk that our drilling may not yield natural gas in commercial quantities or quality; the uncertainty in

estimating the characteristics of our property; the speculative nature of drilling activities, which involve significant costs and

may not result in discoveries or additions to our future production or reserves; the challenges associated with importing U.S.

practices and technology to the Northern Territory, which could affect our operations and growth due to limited local

experience; the critical need for timely access to appropriate equipment and infrastructure, which may impact our market access

and business plan execution; the operational complexities and inherent risks of drilling, completions, workover, and hydraulic

fracturing operations that could adversely affect our business; the uncertainty of our industry as a whole; the volatility of natural

gas prices and its potential adverse effect on our financial condition and operations; the difficulty in executing our business

strategy if we cannot manage our future growth effectively, our inability to obtain the commercial contracts necessary to

facilitate direct delivery of our natural gas production on commercially reasonable terms; the risks of construction delays, cost

overruns, and negative effects on our financial and operational performance associated with midstream projects; the potential

fundamental impact on our business if our assessments of the Beetaloo are materially inaccurate; the uncertainties in estimating

existing quantities of proved and possible reserves; our dependence on certain members of management and our technical team;

our limited control over properties operated by others or through joint ventures; the inability of one or more third parties who

contract with us to meet their obligations to us may adversely affect our financial results; the concentration of a majority of our

assets and operations in the Beetaloo, making us susceptible to region-specific risks; our inability to make accretive acquisitions

or successfully integrate acquired businesses or assets; operating hazards that could result in liabilities for which we may not

have adequate insurance coverage; the risks inherent to the exploration and production of natural gas; delays and cost overruns

resulting from the long-term development schedule of natural gas projects; uncertainties arising from the identified drilling

locations being scheduled out over several years, that could materially alter the occurrence or timing of the drilling; the risk that

the development schedule of natural gas projects, including the availability and cost of drilling rigs, equipment, supplies,

personnel and natural gas field services, is subject to delays and cost overruns; the substantial doubt raised by our recurring

operational losses, negative cash flows, and cumulative net losses about our ability to continue as a going concern; our ability to

attract a third-party partner and secure permitting to develop an additional LNG export terminal on Australia’s northern coast;

financial crises; events outside our control, such as epidemics, geopolitical instability, terrorist attacks; cybersecurity threats and

disruptions, as well as any compromised information or systems resulting from such disruptions; operational, compliance,

cybersecurity, and reputational risks associated with the incorporation of artificial intelligence technologies into our processes;

loss of or compromise to our information and computer systems; potential legal proceedings that result in liabilities; risks

related to corporate social responsibility and our estimates thereof; complex laws and regulations that could affect our

operational costs and feasibility or lead to significant liabilities; community opposition that could result in costly delays and

impede our ability to obtain necessary government approvals; exploration and development activities in the Beetaloo that may

lead to legal disputes, operational disruptions, and reputational damage due to native title and heritage issues; the requirement to

produce natural gas on a Scope 1 net zero basis upon commencement of commercial production, with internal net zero goals,

which may increase our production costs; attention to sustainability and ESG matters and environmental conservation measures

that could adversely impact our business operations; restrictions and delays that may result from federal and local initiatives

relating to hydraulic fracturing; reduced demand for the natural gas we produce or increased compliance costs due primarily to

risks related to climate change; limitations on our ability to pursue business strategies if we incur costs related to a failure to

comply with environmental, health or safety regulations; potential future regulation by the Northern Territory of Australia;

unanticipated water and waste disposal costs as a result of increased water-related laws and regulations; restrictions on drilling,

completion, production or related activities intended to protect certain species of wildlife; increased costs of compliance with

evolving data privacy laws; risks related to our corporate structure as a holding company; the inability to achieve some or all of

the benefits that we expect to achieve from the Corporate Reorganization; the requirements of being a public company may

7

strain our resources, and we may be unable to comply with these requirements in a timely manner; changes in foreign currency

exchange rates may impact our business, results of operations, or financial conditions; transactions with affiliates may not

always be in the best interests of our stockholders; our certificate of incorporation and bylaws, as well as Delaware law, contain

provisions that could discourage acquisition bids or merger proposals; our certificate of incorporation designates the Court of

Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be

initiated by our stockholders; a lack of positive cash flow until at least 2028; preferred stock which could be issued in the future

adversely affecting the voting power of common stock; a material weakness in our financial reporting may cause us to fail to

timely and accurately report our financial results or result in a material misstatement of our financial statements; our status as an

emerging growth company means that we will not be required to comply with certain reporting requirements, including those

relating to accounting standards and disclosure about our executive compensation, which apply to other public companies; the

loss of our emerging growth company status subjecting us to more legal and compliance costs; Section 107 of the JOBS Act

granting us an extended transition period, rendering our financial statements not comparable to those of other public companies;

capital market differences between the U.S. and Australia may negatively impact the trading prices of our CDIs and common

stock, and may limit our ability to act; our ability to raise capital may be significantly limited by listing rules of the ASX; an

investor’s limited ability to bring an action against us or against our directors and officers, or to enforce a judgment against us

or them, because we conduct a majority of our operations in Australia, and many of our directors and officers reside outside the

United States; being subject to the listing rules of the ASX may strain our resources, divert management’s attention, and affect

our ability to manage the business or raise additional capital; arbitrage activities; changes in accounting standards issued by the

Financial Accounting Standards Board (“FASB”) or other standard-setting bodies; and the other risk factors discussed in this

Proxy Statement and the Company’s filings with the Securities and Exchange Commission (the “SEC”).

It is not possible to foresee or identify all such factors. Any forward-looking statements in this document are based on

certain assumptions and analyses made by the Company in light of its experience and perception of historical trends, current

conditions, expected future developments, and other factors it believes are appropriate in the circumstances. Forward-looking

statements are not a guarantee of future performance and actual results or developments may differ materially from

expectations. While the Company continually reviews trends and uncertainties affecting the Company’s results of operations

and financial condition, the Company does not assume any obligation to update or supplement any particular forward-looking

statements contained in this document, except as required by law.

8

PROXY STATEMENT SUMMARY

This summary highlights certain information contained elsewhere in this Proxy Statement. This is only a summary, so please

refer to the full Proxy Statement and the Annual Report before you vote.

Annual Meeting Logistics

9

10

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

100 Barangaroo Avenue

Barangaroo NSW 2000

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

November 19, 2026

This Proxy Statement is being furnished to the stockholders of the Company in connection with the solicitation of proxies for

the Company’s Annual Meeting to be held on Thursday, November 19, 2026, at 4:00 p.m. Central time (being 9:00 a.m. AEDT

on Friday, November 20, 2026), or at any adjournment or postponement thereof, for the purposes set forth herein.

The Annual Meeting will be held via live webcast on the Internet at www.virtualshareholdermeeting.com/TBN2026. This

solicitation is being made by the board of directors of the Company (the “Board of Directors” or the “Board”). Holders of

Common Stock will be able to vote and submit questions online through the virtual-meeting platform during the Annual

Meeting. To ensure that proxies are received in time to be counted prior to the Annual Meeting, proxies submitted by Internet

or by telephone should be received by 11:59 p.m. Eastern time on Wednesday, November 18, 2026, and proxies submitted by

mail should be received by the close of business on Wednesday, November 18, 2026 (the business day prior to the date of the

Annual Meeting).

Holders of Chess Depositary Interests (“CDIs”) of the Company will be entitled to receive notice of, and to attend as guests (but

not vote at) the Annual Meeting. Holders of CDIs can direct CHESS Depositary Nominees Pty Ltd, as depositary nominee (the

“Depositary Nominee”) to vote the Common Stock underlying their CDIs at the Annual Meeting by completing and returning

the CDI Voting Instruction Form to Boardroom Pty Ltd (“Boardroom”), the agent the Company has designated for the

collection and processing of voting instructions from the Company’s CDI holders. Votes from CDI holders must be received by

Boardroom by no later than 4:00 p.m. Central time on Tuesday, November 17, 2026 (being 9:00 a.m. AEDT on Wednesday,

November 18, 2026) (48 hours prior to the time of the Annual Meeting) in accordance with the instructions on the CDI Voting

Instruction Form.

11

THE INFORMATION PROVIDED IN THE “QUESTIONS AND ANSWERS” FORMAT BELOW IS FOR YOUR

CONVENIENCE. YOU SHOULD READ THIS ENTIRE PROXY STATEMENT CAREFULLY.

QUESTIONS AND ANSWERS

Why am I receiving these materials?

We are distributing our proxy materials because our Board is soliciting your proxy to vote at the Annual Meeting. This Proxy

Statement summarizes the information you need to vote at the Annual Meeting. You do not need to attend the Annual Meeting

to vote your shares.

How can I attend the Annual Meeting?

Stockholders as of the Record Date (or their duly appointed proxy holder) may attend, vote, and submit questions virtually

during the Annual Meeting by logging in at www.virtualshareholdermeeting.com/TBN2026. To log in, stockholders (or their

authorized representatives) will need the control number provided on their proxy card. If you are not a stockholder or do not

have a control number (including holders of CDIs), you may still access the meeting as a guest, but you will not be able to

submit questions or vote at the meeting. The meeting will begin promptly on Thursday, November 19, 2026, at 4:00 p.m.

Central time (being 9:00 a.m. AEDT on Friday, November 20, 2026). We encourage you to access the meeting prior to the start

time. Online access will open at 3:45 p.m. Central time (being 8:45 a.m. AEDT) and you should allow ample time to log in to

the meeting webcast and test your computer audio system. We recommend that you carefully review the procedures needed to

gain admission in advance. A recording of the meeting will be available at www.virtualshareholdermeeting.com/TBN2026 for

90 days after the meeting. Holders of CDIs will be entitled to receive notice of, and to attend as guests (but not vote at) the

Annual Meeting. Holders of CDIs can direct the Depositary Nominee to vote the Common Stock underlying their CDIs at the

Annual Meeting by completing the CDI Voting Instruction Form.

Can I ask questions at the virtual Annual Meeting?

Stockholders as of the Record Date who attend and participate in our virtual Annual Meeting will have an opportunity to submit

questions live via the Internet during a designated portion of the meeting. We also encourage you to submit questions in

advance of the meeting until 11:59 p.m. Eastern time the day before the Annual Meeting by going to

www.virtualshareholdermeeting.com/TBN2026 and logging in with your control number. During the meeting, we will spend up

to 15 minutes answering stockholder questions that comply with the meeting rules of procedure. The rules of procedure,

including the types of questions that will be accepted, will be posted on the Annual Meeting website. To ensure the orderly

conduct of the Annual Meeting, we encourage you to submit questions in advance. If we receive substantially similar questions,

we will group such questions together and provide a single response to avoid repetition. Stockholders must have available their

control number provided on their proxy card to ask questions during the meeting.

What if I have technical difficulties or trouble accessing the virtual Annual Meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you

encounter any difficulties accessing the virtual meeting during check-in or during the meeting, please call the technical support

number that will be posted on the virtual stockholder meeting login page: www.virtualshareholdermeeting.com/TBN2026.

What proposals will be voted on at the Annual Meeting?

Stockholders will vote on fifteen proposals at the Annual Meeting:

12

13

What happens if other business not discussed in this Proxy Statement comes before the meeting?

The Company does not know of any business to be presented at the Annual Meeting other than the proposals discussed in this

Proxy Statement. If other business properly comes before the meeting under our Certificate of Incorporation (the “Charter”),

Amended and Restated Bylaws (the “Bylaws”), and rules established by the SEC, the proxies will use their discretion in casting

all the votes that they are entitled to cast.

Who is entitled to vote?

As of the Record Date, 34,960,006 shares of Common Stock were outstanding. Only holders of record of our Common Stock as

of the Record Date will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement

thereof. Each stockholder is entitled to one vote for each share of our Common Stock held by such stockholder on the Record

Date. No cumulative voting rights are authorized. Each CDI holder is entitled to direct the Depositary Nominee to vote one vote

for every 200 CDIs held by such holder on the Record Date.

What does it mean to be a holder of CDIs?

CDIs are issued by the Company through the Depositary Nominee and traded on the Australian Securities Exchange. If you

own CDIs, then you are the beneficial owner of one share of Common Stock for every 200 CDIs that you own. The Depositary

Nominee, or its custodian, is considered the stockholder of record for the purposes of voting at the Annual Meeting. As the

beneficial owner, you have the right to direct the Depositary Nominee, or its custodian, as to how to vote the shares of Common

Stock underlying your CDIs. As a beneficial owner, you are invited to attend the Annual Meeting as a guest.

However, because you are not a holder of Common Stock, if you personally want to vote the shares of Common Stock

underlying your CDIs at the Annual Meeting, you must inform the Depositary Nominee via the CDI Voting Instruction Form

that you wish to nominate yourself (or another person) to be appointed as the Depositary Nominee’s proxy for the purposes of

virtually attending and voting at the Annual Meeting.

Under the rules governing CDIs, the Depositary Nominee is not permitted to vote on your behalf on any matter to be considered

at the Annual Meeting unless you specifically instruct the Depositary Nominee how to vote. We encourage you to communicate

your voting instructions to the Depositary Nominee in advance of the Annual Meeting to ensure that your vote will be counted

by completing the CDI Voting Instruction Form and returning it in accordance with the instructions specified on that form.

14

How do I vote in advance of the Annual Meeting?

If you are a holder of record of shares of Common Stock, you may direct your vote without attending the Annual Meeting by

following the instructions on the proxy card to vote by Internet or by telephone, or by signing, dating, and mailing a proxy card.

If you hold your shares in street name via a broker, bank, or other nominee, you may direct your vote without attending the

Annual Meeting by signing, dating, and mailing your voting instruction card. Internet or telephonic voting may also be

available. Please see your voting instruction card provided by your broker, bank, or other nominee for further details.

How do I vote during the Annual Meeting?

Shares held directly in your name as the stockholder of record may be voted if you are attending the Annual Meeting by

entering the 15-digit control number found on your proxy card when you log in to the meeting at

www.virtualshareholdermeeting.com/TBN2026.

Shares held in street name through a brokerage account or by a broker, bank, or other nominee may only be voted at the Annual

Meeting by submitting voting instructions to your bank, broker or other nominee issued in your name from the record holder

(your bank, broker or other nominee).

Even if you plan to attend the Annual Meeting, we recommend that you vote in advance, as described above under “How do I

vote in advance of the Annual Meeting?” so that your vote will be counted if you are unable to attend the Annual Meeting.

How do I vote if I hold CDIs?

Each CDI holder is entitled to direct the Depositary Nominee to vote one vote for every 200 CDIs held by such holder on the

Record Date. Persons holding CDIs are entitled to receive notice of and to attend the Annual Meeting as guests. Holders of

CDIs may direct the Depositary Nominee to vote their underlying Common Stock at the Annual Meeting by completing and

returning the CDI Voting Instruction Form to Boardroom Pty Ltd (“Boardroom”), the agent the Company has designated for the

collection and processing of voting instructions from the Company’s CDI holders. Votes must be received by Boardroom by no

later than 4:00 p.m. Central time on Tuesday, November 17, 2026 (being 9:00 a.m. AEDT on Wednesday, November 18, 2026)

(48 hours prior to the time of the Annual Meeting) in accordance with the instructions on the CDI Voting Instruction Form.

Alternatively, CDI holders can inform the Depositary Nominee via the CDI Voting Instruction Form that they wish to nominate

themselves (or another person) to be appointed as the Depositary Nominee’s proxy for the purposes of virtually attending and

voting at the Annual Meeting.

Can I change my vote or revoke my proxy or CDI Voting Instruction Form?

You may change your vote or revoke your proxy at any time before it is voted at the Annual Meeting. If you are a stockholder

of record, you may change your vote or revoke your proxy by:

•delivering to the attention of the Secretary at the address on the first page of this Proxy Statement a written notice of

revocation of your proxy;

•delivering to us an authorized proxy bearing a later date (including a proxy over the Internet or by telephone); or

•attending the Annual Meeting and voting electronically, as indicated above under “How do I vote during the Annual

Meeting?,” but note that attendance at the Annual Meeting will not, by itself, revoke a proxy.

If your shares are held in the name of a bank, broker, or other nominee, you may change your vote by submitting new voting

instructions to your bank, broker, or other nominee.

If you are a holder of CDIs and you direct the Depositary Nominee to vote by completing the CDI Voting Instruction Form, you

may revoke those instructions by delivering to Boardroom a written notice of revocation bearing a later date than the CDI

Voting Instruction Form previously sent, which notice must be received by no later than 4:00 p.m. Central time on Tuesday,

November 17, 2026 (being 9:00 a.m. AEDT on Wednesday, November 18, 2026).

What is a broker nonvote?

Brokers, banks, or other nominees holding shares on behalf of a beneficial owner (other than the Depositary Nominee) may

vote those shares in their discretion on certain “routine” matters even if they do not receive timely voting instructions from the

15

beneficial owner. With respect to “nonroutine” matters, the broker, bank, or other nominee is not permitted to vote shares for a

beneficial owner without timely received voting instructions. The only routine matter to be presented at the Annual Meeting is

the proposal to ratify the appointment of Ernst & Young as our independent registered public accounting firm for the fiscal year

ending June 30, 2027 (Proposal Two). Each of the other Proposals is a nonroutine matter.

A broker nonvote occurs when a broker, bank, or other nominee does not vote on a nonroutine matter because the beneficial

owner of such shares has not provided voting instructions with regard to such matter. A broker, bank, or other nominee may

exercise its discretionary voting authority on Proposal Two because Proposal Two is a routine matter, and as such, there will be

no broker nonvotes on Proposal Two. Broker nonvotes may occur as to the other Proposals or any other nonroutine matters that

are properly presented at the Annual Meeting. The effect of broker nonvotes on each of the other Proposals is described below.

What constitutes a quorum?

The presence at the Annual Meeting, either virtually or by proxy, of the holders of not less than a majority in voting power of

the outstanding shares of stock entitled to vote at the Annual Meeting shall be necessary and sufficient to constitute a quorum.

Abstentions and broker nonvotes will be counted as present for the purpose of determining whether there is a quorum at the

Annual Meeting. Your shares are counted as being present if you participate virtually at the Annual Meeting and cast your vote

online during the meeting prior to the closing of the polls by visiting www.virtualshareholdermeeting.com/TBN2026, or if you

vote by proxy via the Internet, by telephone, or by returning a properly executed and dated proxy card or voting instruction

form by mail.

What vote is required to approve each matter to be considered at the Annual Meeting?

16

17

18

19

20

21

Voting exclusion statement

The Company will disregard any votes cast in favor of:

•Proposal Three, by or on behalf of any person who participated in the Public Offering, the Underwriters or their

associates;

•Proposals Four to Thirteen (inclusive), by or on behalf of any person referred to in ASX Listing Rules 10.14.1,

10.14.2 or 10.14.3 who is eligible to participate in the Plan or their associates;

•Proposal Fourteen, by or on behalf of any director of the Company or their associates.

However, the Company need not disregard a vote cast in favor of any of the above Proposals by:

•a person as proxy or attorney for a person who is entitled to vote on the relevant Proposal, in accordance with

directions given to the proxy or attorney to vote on the relevant Proposal in that way;

•the chair of the Annual Meeting as proxy or attorney for a person who is entitled to vote on the relevant Proposal, in

accordance with a direction given to the chair to vote on the relevant Proposal as the chair decides; or

•a holder acting solely in a nominee, trustee or custodial or other fiduciary capacity on behalf of a beneficiary

provided the following conditions are met:

•the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and

is not an associate of a person excluded from voting, on the relevant Proposal; and

•the holder votes on the relevant Proposal in accordance with directions given by the beneficiary to the holder to

vote in that way.

22

What is the deadline for submitting a proxy or CDI Voting Instruction Form?

To ensure that proxies are received in time to be counted prior to the Annual Meeting, proxies submitted by Internet or by

telephone should be received by 11:59 p.m. Eastern time on Wednesday, November 18, 2026, and proxies submitted by mail

should be received by the close of business on Wednesday, November 18, 2026 (the business day prior to the date of the

Annual Meeting).

CDI Voting Instruction Forms must be received by Boardroom by no later than 4:00 p.m. Central time on Tuesday, November

17, 2026 (being 9:00 a.m. AEDT on Wednesday, November 18, 2026) (48 hours prior to the time of the Annual Meeting) in

accordance with the instructions on the CDI Voting Instruction Form.

What does it mean if I receive more than one proxy card or CDI Voting Instruction Form?

If you hold your shares or CDIs in more than one account, you will receive one proxy card or CDI Voting Instruction Form for

each account (as applicable). To ensure that all of your shares or CDIs are voted, please complete, sign, date, and return one

proxy card or CDI Voting Instruction Form for each account or use the proxy card for each account to vote by Internet or by

telephone.

How will my shares be voted if I return a blank proxy card or a blank CDI Voting Instruction Form?

If you are a holder of record of our Common Stock and you sign and return a proxy card or CDI Voting Instruction Form or

otherwise submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board’s

recommendations. If you hold your shares in street name via a broker, bank, or other nominee and do not provide the broker,

bank, or other nominee with voting instructions (including by signing and returning a blank voting instruction card), your

shares:

•will be counted as present for purposes of establishing a quorum;

•will be voted in accordance with the broker’s, bank’s, or other nominee’s discretion on “routine” matters, which

includes the proposal to ratify the appointment of Ernst & Young as our independent registered public accounting

firm for the fiscal year ending June 30, 2027 (Proposal Two); and

•will not be counted in connection with the other Proposals or any other nonroutine matters that are properly

presented at the Annual Meeting. For each of these proposals, your shares will be treated as “broker nonvotes.”

Our Board knows of no matter to be presented at the Annual Meeting other than Proposals identified in this Proxy Statement. If

any other matters properly come before the Annual Meeting upon which a vote properly may be taken, shares represented by all

proxies received by us will be voted with respect thereto as permitted and in accordance with the judgment of the proxy holders.

Who is making this solicitation and who will pay the expenses?

This proxy solicitation is being made on behalf of the Board. The Company will pay for the cost of soliciting proxies. Proxies

may be solicited on the Company’s behalf by directors, officers or employees in person or by telephone, electronic transmission

and facsimile transmission. We have hired D. F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, NY 10005, to solicit

proxies. We will pay D.F. King & Co., Inc. a fee of $10,000.00 plus expenses for these services. Arrangements may be made

with brokerage houses, custodians, nominees, and fiduciaries to send proxy materials to their principals, and we may reimburse

them for their expenses.

Who will count the vote?

Broadridge Financial Solutions, Inc., or its appointed representative, will serve as the inspector of elections and will certify the

voting results.

Will a stockholder list be available for inspection?

A list of stockholders entitled to vote at the Annual Meeting will be available for inspection by stockholders for any purpose

germane to the meeting for 10 business days prior to the Annual Meeting, at Tamboran Resources Corporation, Suite 01, Level

39, Tower One, International Towers Sydney, 100 Barangaroo Avenue, Barangaroo NSW 2000 between the hours of 9:00 a.m.

and 5:00 p.m. AEDT. The stockholder list will also be available to stockholders of record for examination during the Annual

Meeting at www.virtualshareholdermeeting.com/TBN2026. You will need the control number included on your proxy card, or

voting instruction form, or otherwise provided by your bank, broker, or other nominee.

23

What is “householding” and how does it affect me?

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, we send only one Proxy

Statement and one Annual Report to eligible stockholders who share a single address, unless we have received instructions to

the contrary from any stockholder at that address. This practice is designed to eliminate duplicate mailings, conserve natural

resources, and reduce our printing and mailing costs. Stockholders who participate in householding will continue to receive

separate proxy cards.

If you share an address with another stockholder and receive only one set of proxy materials but would like to request a separate

copy of these materials, please contact our mailing agent, Broadridge, by calling (866) 540-7095 or writing to Broadridge

Householding Department, 51 Mercedes Way, Edgewood, New York 11717, and an additional copy of proxy materials will be

promptly delivered to you. Similarly, if you receive multiple copies of the proxy materials and would prefer to receive a single

copy in the future, you may also contact Broadridge at the above telephone number or address. If you own shares through a

bank, broker, or other nominee, you should contact the nominee concerning householding procedures.

How can I find out the results of the voting at the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on

Form 8-K that we will file with the SEC within four business days after the Annual Meeting.

When are stockholder proposals due for the 2027 annual meeting of the stockholders?

A stockholder desiring to submit a proposal for inclusion in the Company’s proxy statement for the 2027 annual meeting of

stockholders may do so by following the procedures prescribed in Rule 14a-8 of the Exchange Act. Any such proposal must be

received by the Company no later than July 2, 2027. The Company requests that all such proposals be addressed to the

“Corporate Secretary” at Tamboran Resources Corporation, Suite 01, Level 39, Tower One, International Towers Sydney, 100

Barangaroo Avenue, Barangaroo NSW 2000, and be mailed by certified mail, return receipt requested.

Stockholders wishing to submit proposals or director nominations outside the procedures prescribed in Rule 14a-8 of the

Exchange Act must give timely notice thereof in writing to the Corporate Secretary and follow the procedures contained in the

Company’s Bylaws. To be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal executive

offices of the Corporation not less than 90 days nor more than 120 days prior to the one-year anniversary of the preceding

year’s annual meeting; provided, however, that if the date of the annual meeting is more than 30 days before or more than 60

days after such anniversary date, notice by the stockholder to be timely must be so delivered, or mailed and received, not more

than the 120th day prior to such annual meeting and not later than (i) the 90th day prior to such annual meeting or, (ii) if later,

the tenth day following the day on which public disclosure of the date of such annual meeting was first made by the

Corporation. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence

a new time period for the giving of timely notice.

In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, stockholders

who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the

Company that sets forth the information required by Rule 14a-19 under the Exchange Act.

In connection with our solicitation of proxies for our 2027 annual meeting of stockholders, we intend to file a proxy statement

and WHITE proxy card with the SEC. Stockholders may obtain our proxy statement (and any amendments and supplements

thereto) and other documents as and when filed with the SEC without charge from the SEC’s website at: www.sec.gov.

Whom can I contact for further information?

You may request additional copies, without charge, of this Proxy Statement and other proxy materials or ask questions about

the Annual Meeting, the proposals, or the procedures for voting your shares by writing to our Corporate Secretary at Suite 01,

Level 39, Tower One, International Towers Sydney, 100 Barangaroo Avenue, Barangaroo NSW 2000.

24

MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

PROPOSAL ONE:

TO APPROVE THE ELECTION OF THE COMPANY’S THREE CLASS III DIRECTORS, BEING EACH OF: (1)

RICHARD STONEBURNER, (2) DAVID SIEGEL, (3) PHILLIP PACE

General

At the Annual Meeting, our stockholders will vote on the three Class III directors for a three-year term and until the election

and qualification of their respective successors in office, or until such director’s earlier death, resignation, or removal. ASX

Listing Rule 14.5 requires that an entity which has directors must hold an election of directors at each Annual Meeting. Further,

in accordance with ASX Listing Rule 14.4, a director must not hold office (without re-election) past the third Annual Meeting

following their appointment or 3 years, whichever is longer.

The directors named herein have agreed to serve, if elected, until the 2029 annual meeting of stockholders and until their

successors have been duly elected and qualified or until their earlier death, resignation, or removal. There are no family

relationships between or among any of our executive officers, nominees, or continuing directors.

The election of each director will be voted on separately.

Director Nominees

The following table sets forth information with respect to our director nominees for election at the Annual Meeting:

More detailed biographical descriptions of the nominees are set forth in the text below. These descriptions include the

experience, qualifications, qualities, and skills that led to the conclusion that each director should serve as a member of our

Board at this time.

25

Our directors bring a range of skills and experience in relevant areas, including oil and gas, exploration and production, finance,

international business, as well as leadership and management. We believe this cross-section of capabilities enables our Board of

Directors to help guide our objectives and leading corporate governance practices.

26

Recommendation of Our Board of Directors

OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE ELECTION

OF EACH NOMINEE NAMED ABOVE.

Continuing Directors

27

28

29

30

CORPORATE GOVERNANCE

Our Board believes sound corporate-governance processes and practices, as well as high ethical standards, are critical to

handling challenges and to achieving business success. We embrace leading governance practices and conduct ongoing reviews

of our governance structure and processes to reflect changing circumstances. Below are highlights of our corporate-governance

practices and principles.

Director Independence

The majority of the members of the Board are “independent” in accordance with the New York Stock Exchange listing

standards. The Board has affirmatively determined that each of the following directors is an independent director of the

Company under the listing standards of the New York Stock Exchange: Fredrick Barrett, Ryan Dalton, Patrick Elliott, Andrew

Robb, Jeff Bellman, Richard Stoneburner, Phillip Pace and David Siegel. The Board has determined that, other than Todd

Abbott and Scott Sheffield, none of our directors has any material relationships with the Company other than their roles as

directors.

In making such determinations, the Board considered the relationships that each such director has with the Company

and all other facts and circumstances the Board deemed relevant in determining independence. The Board determined

that Mr. Siegel is independent as the ORRIs granted to Mr. Siegel’s children were consideration in connection with the

Share Exchange Agreement completed in 2021 and not direct compensation. Further, no royalty payments have been

made to Mr. Siegel or his children. See “Certain Relationships and Related Person Transactions” for further information.

Board Leadership Structure

The Board may elect one or more of its members to serve as Chairman or Vice-Chairman of the Board. The Board has elected

Richard Stoneburner to serve as the Chairman and Todd Abbott as the Managing Director and Chief Executive Officer. Our

Bylaws provide that the Chief Executive Officer shall report directly to the Chairman and, if present and in the absence of the

Chairman, preside at meetings of the stockholders and of the Board. 

Role of the Board in Risk Oversight

The Board is responsible for the oversight of risk, while management is responsible for the day-to-day management of risk. The

Board, directly and through its committees, carries out its oversight role by regularly reviewing and discussing with

management the risks inherent in the operation of our business and applicable risk mitigation efforts. Management meets

regularly to discuss the Company’s business strategies, challenges, risks and opportunities and reviews those items with the

Board at regularly scheduled meetings. The Compensation Committee is responsible for overseeing the management of risks

relating to our compensation plans and arrangements, including whether the Company’s incentive compensation plans

encourage excessive or inappropriate risk taking. The Audit & Risk Management Committee is responsible for overseeing our

risk assessment and management processes related to, among other things, our financial reports and record-keeping, major

litigation and financial risk exposures, information technology risks, including cybersecurity and data privacy risks and the

steps management has taken to monitor and control such exposures. The Nominations & Governance Committee is responsible

for risk oversight associated with corporate governance practices and the composition of our Board and its committees. The

Sustainability Committee is responsible for the oversight of the Company’s sustainability policies and reviewing and updating

the Company’s Sustainability Plan.

Evaluations of the Board of Directors

The Board evaluates its performance and the performance of its committees and individual directors on an annual basis through

an evaluation process administered by our Nominations & Governance Committee. The Board discusses each evaluation to

determine what, if any, actions should be taken to improve the effectiveness of the Board or any committee thereof or of the

directors.

Board and Committee Meetings and Attendance

Directors are expected to make every effort to attend all meetings of the Board and all meetings of the committees on which

they serve. During fiscal year 2026, our Board had eight Board meetings. During fiscal year 2026, each member of our Board

attended at least 75% of all Board and relevant Committee meetings held during the period in which such director served. Our

independent directors hold regularly scheduled executive sessions without our management present. These executive sessions

of independent directors are chaired by our Chairman of the Board.

31

Board Attendance at Annual Stockholders’ Meeting

Each director is encouraged and generally expected to attend the Company’s Annual Meeting. 9 directors attended the

Company’s 2025 annual meeting of stockholders.

Board Committees

Our Board has established an Audit & Risk Management Committee, a Compensation Committee, a Nominations &

Governance Committee and a Sustainability Committee. The composition and responsibilities of each of the committees of our

Board are described below. Copies of the charters of the committees are available on the investor relations page of our website

at https://ir.tamboran.com/corporate-governance/governance-documents. The information in or accessible through our website

is not incorporated into, and is not considered part of, this Proxy Statement. Members serve on these committees until their

resignation or until otherwise determined by our Board. Our Board may establish other committees as it deems necessary or

appropriate from time to time.

The following table provides current membership and meeting information for fiscal year 2026 for each of these committees of

our Board with directors marked with an asterisk (*) identified as committee chair:

Audit & Risk Management Committee

Messrs. Dalton, Elliott, Barrett and Bellman are the members of the Audit & Risk Management Committee. Mr. Dalton is the

Chairman of the Audit & Risk Management Committee. Each member of the Audit & Risk Management Committee qualifies

as an independent director under the NYSE corporate governance standards and the independence requirements of Rule 10A-3

of the Exchange Act. Our Board has determined that Messrs. Dalton and Elliott each qualify as an “audit committee financial

expert” as such term is defined in Item 407(d)(5) of Regulation S-K, and that each of the members of the Audit & Risk

Management Committee meets the financial literacy requirements under current NYSE listing standards.

Under its charter, the functions of the Audit & Risk Management Committee include, among other things, assisting the Board in

fulfilling its oversight responsibilities with respect to:

•the integrity of the Company’s financial statements;

•the Company’s compliance with legal and regulatory requirements;

•the Company’s accounting and financial processes;

•the independent auditor’s qualifications and independence;

•the performance of the Company’s independent auditor;

•the Company’s risk management processes and systems, including information technology risks, including

cybersecurity and data privacy risks;

•the design and implementation of the Company’s internal audit function; and

•the performance of the internal audit function after it has been established.

32

Nominations & Governance Committee

Messrs. Barrett, Dalton, Siegel and Pace are members of the Nominations & Governance Committee. Mr. Barrett is the

Chairman of the Nominations & Governance Committee. The members of the Nominations & Governance Committee are

independent directors under current NYSE listing standards.

Under its charter, the functions of the Nominations & Governance Committee include, among other things, assisting the Board

in fulfilling its oversight responsibilities with respect to Corporate Governance, including:

•identifying individuals qualified to become Board members consistent with criteria approved by the Board;

•recommending that the Board select the director nominees for the next annual meeting of the Company’s

shareholders;

•developing and recommending to the Board a set of Corporate Governance Guidelines; and

•overseeing the evaluation of the Board.

The Nominations & Governance Committee has the sole authority to retain and terminate any search firm to be used to identify

director candidates, including sole authority to approve such search firm’s fees and other retention terms. The Nominations &

Governance Committee, with the approval of its committee chair, has the authority to retain counsel, experts or any other

advisors that the Nominations & Governance Committee believes to be desirable and appropriate and has the sole authority to

retain and terminate the consultants or advisors and to review and approve related fees and other retention terms.

The Nominations & Governance Committee meets periodically, and no less frequently than annually, to assess, develop and

communicate with the full Board concerning the appropriate criteria for nominating and appointing directors, including the

Board’s size and composition, corporate governance policies, applicable listing standards and laws, individual director

performance, expertise, experience, qualifications, attributes, skills, tenure and willingness to serve actively, the number of

other public and private Company Boards on which a director candidate serves, consideration of director nominees proposed or

recommended by stockholders and related policies and procedures, and other appropriate factors. Whenever a new seat or a

vacated seat on the Board is being filled, candidates that appear to best fit the needs of the Board and the Company will be

identified, interviewed and evaluated by the Nominations & Governance Committee. Potential director candidates

recommended by the Company’s management and stockholders are evaluated in the same manner as nominees identified by the

Nominations & Governance Committee. Candidates selected by the Nominations & Governance Committee will then be

recommended to the full Board.

Director Nominations by Stockholders

Nominations of persons for election to the Board may be made by any stockholder of the Company who is a stockholder of

record and complies with the notice procedures set forth in the Bylaws. The stockholder must provide the information,

agreements and questionnaires with respect to such stockholder and its candidate for nomination as set forth in the Bylaws. All

candidates, regardless of the source of their recommendation, are evaluated in the same manner as nominees identified by the

Nominations & Governance Committee.

Election of Directors

Our Bylaws provide that, at all meetings of stockholders for the election of directors at which a quorum is present, a plurality of

the votes cast shall be sufficient to elect.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

We have adopted Corporate Governance Guidelines and a written Code of Business Conduct and Ethics, which are available on

our website at https://ir.tamboran.com/corporate-governance/governance-documents. The information in or accessible through

our website is not incorporated into, and is not considered part of, this Proxy Statement.

Our Corporate Governance Guidelines provide the framework for our corporate governance along with our Charter, Bylaws,

committee charters and other key governance practices and policies. Our Corporate Governance Guidelines cover a wide range

of subjects, including the conduct of Board meetings, independence and selection of directors, Board membership criteria, and

Board committee composition.

33

Our Code of Business Conduct and Ethics is applicable to our directors, executive officers and employees. The Code of

Business Conduct and Ethics codifies the business and ethical principles that govern all aspects of the Company’s business.

Any waiver of this Code for any individual director or officer of our Company must be approved, if at all, by our board of

directors. Any such waivers granted, as well as substantive amendments to this Code, will be publicly disclosed by appropriate

means in compliance with applicable listing standards and SEC rules.

Prohibition on Hedging and Pledging of Company Securities

We have adopted an Insider Trading Compliance Policy and Procedures that is reasonably designed to promote compliance

with insider trading laws, rules and regulations and NYSE listing standards. This policy, among other things, prohibits officers,

directors, employees, contractors, and any other person designated as being subject to this policy by the General Counsel or his

or her designee, from engaging in hedging transactions, such as prepaid variable forward contracts, equity swaps, collars and

exchange funds, or other transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value

of the Company’s equity securities. Officers, directors, and employees of the Company are also subject to pre-clearance

procedures with respect to all transactions involving the Company’s securities.

Stockholder and Interested Party Communications

We have adopted a policy regarding stockholder and interested party communications with the Board (the “Interested Party

Communications Policy”), which is available on our website at https://ir.tamboran.com/corporate-governance/governance-

documents. Under the Interested Party Communications Policy, any stockholder or other interested party may communicate

directly with the independent members of the Board and the lead independent director, if any, about corporate governance,

corporate strategy, Board-related matters or other substantive matters that our General Counsel, lead independent director, if

any, and chairman of the Board consider to be important for the director(s) to know, by addressing any communications to the

intended recipient by name or position in care of: General Counsel, [email protected].

The General Counsel will initially receive all interested party communications and will review the communications for

compliance with the Interested Party Communications Policy. Communications that are deemed to comply with the Interested

Party Communications Policy and to be appropriate for delivery will be forwarded to the Board or the relevant director(s). The

General Counsel may consult with the chairman of the Board and lead independent director, if any, when determining whether

a communication is appropriate for delivery. The General Counsel or his or her designee will send an acknowledgment of

receipt to each interested party that submits a communication. The acknowledgement will indicate that communications deemed

to comply with the Interested Party Communications Policy and to be appropriate for delivery to directors under the Interested

Party Communications Policy will be so delivered, but that it is not the practice of the directors to respond individually to the

communications. Communications deemed to comply with the Interested Party Communications Policy and to be appropriate

for delivery will be delivered to the directors on a periodic basis, generally in advance of each regularly scheduled meeting of

the Board. Concerns relating to accounting, internal accounting controls, auditing matters or questionable financial practices

will be handled in accordance with the procedures established by the Audit & Risk Management Committee with respect to

such matters.

Compensation Committee

Messrs. Siegel, Dalton, Elliott and Pace are the members of the Compensation Committee. Mr. Siegel is the Chairman of the

Compensation Committee. The members of the Compensation Committee are independent directors under current NYSE listing

standards and each is considered to be a “non-employee director” under Rule 16b-3 of the Exchange Act.

Under its charter, the functions of the Compensation Committee include, among other things:

•assisting the Board in discharging its oversight responsibilities relating to compensation of the Company’s executive

officers and directors;

•review and approve the Company’s equity and benefit plans;

•oversee the Company’s human capital management, including leadership development, diversity and inclusion, and

workplace culture;

•administering and overseeing the Company’s compliance with the compensation recovery policy required by

applicable SEC rules and NYSE listing standards; and

•perform such other duties as may be assigned by the Board.

34

The Compensation Committee charter also provides that, with the approval of its committee chair, the Compensation

Committee shall have the sole authority to retain or obtain the advice of a compensation consultant, legal counsel or other

adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other

adviser, the Compensation Committee will consider the independence of each such adviser.

The Compensation Committee charter also provides that, with the approval of its committee chair, the Compensation

Committee may, in its sole discretion, select, retain, obtain and/or replace (as needed) compensation and benefits consultants,

legal counsel or other advisers to provide independent advice to the Compensation Committee, provided that, preceding any

such selection, retention or replacement, the Compensation Committee takes into consideration all factors, including any

applicable factors under the NYSE and ASX rules, relevant to the advisers’ independence from management and the Company.

Sustainability Committee

Messrs. Robb, Pace, Sheffield and Bellman are the members of the Sustainability Committee. Mr. Robb is the Chairman of the

Sustainability Committee.

Under its charter, the functions of the Sustainability Committee include, among other things, assisting the Board in fulfilling its

responsibilities for the oversight of the Company’s sustainability policies, and reviewing and updating the Company’s

Sustainability Plan.

35

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Procedures for Approval of Related Party Transactions

Pursuant to the Company’s Related Person Transaction Policy and Procedures, the Company reviews relationships and

transactions in which the Company and its directors and executive officers, or their immediate family members, are

participants. The Audit & Risk Management Committee charter requires that the Audit & Risk Management Committee review

and approve or disapprove all related person transactions that are required to be disclosed by Item 404 of Regulation S-K. The

Company reviews all known transactions, arrangements and relationships in which the Company and a Related Person (as

defined below) are or will be participants to determine whether such transactions, arrangements and relationships constitute

Related Person Transactions (as defined below). The Company’s finance team is primarily responsible for developing and

implementing processes and procedures to obtain information regarding Related Persons with respect to potential Related

Person Transactions and then determining, based on the facts and circumstances, whether such potential Related Person

Transactions do, in fact, constitute Related Person Transactions requiring compliance with this policy. In addition, any potential

Related Person Transaction that is proposed to be entered into by the Company must be reported to the Company’s Chief

Financial Officer (or his or her designee) by both the Related Person and the person at the Company responsible for such

potential Related Person Transaction.

A Related Person is any person who is, or at any time since the beginning of the Company’s last fiscal year was, a director or

executive officer of the Company or a nominee to become a director of the Company; any person who is known to be the

beneficial owner of more than 5% of any class of the Company’s voting securities; and any immediate family member of any of

the foregoing persons. A Related Person Transaction is an existing or proposed transaction, arrangement or relationship (or any

series of similar existing or proposed transactions, arrangements or relationships) in which the Company (including any of its

subsidiaries) was, is or will be a participant, the amount involved exceeds $120,000, and in which any Related Person had, has

or will have a direct or indirect material interest.

The descriptions set forth below are qualified in their entirety by reference to the applicable agreements.

Bryan Sheffield, Sheffield Holdings, LP (“Sheffield”), and Daly Waters Energy, LP (“Daly Waters”)

TB1 Joint Venture Agreement

EPs 76, 98, and 117 are 77.5% owned and operated by TB1 owned jointly by the Company and Daly Waters. Daly Waters is

owned by Bryan Sheffield. Additionally, Mr. Sheffield beneficially owns 10.4% of our Common Stock. In addition, Mr.

Sheffield also holds a 2.3% ORRI over all of our Beetaloo assets. The board of directors of TB1 currently consists of four

directors; two designated by the Company (Eric Dyer and Patrick Elliott) and two designated by Daly Waters (Stephanie Reed

and Blake London).

Registration Rights Agreement

In connection with the consummation of the IPO, the Company entered into a registration rights agreement with Daly Waters

granting it registration rights (the “Registration Rights Agreement”). Under the Registration Rights Agreement, the Company

agreed to register the sale of shares of Common Stock held by Daly Waters under certain circumstances, and to provide such

shareholders with certain customary underwritten offering, block trade and piggyback rights. See “Exhibit 4.3—Registration

Rights Agreement, dated June 28, 2024, between Tamboran Resources Corporation, Sheffield Holdings, LP, and each of the

other signatories from time to time party thereto” of our Annual Report for the full text of this agreement.

Director Nominating Agreement

In connection with the consummation of the IPO, the Company entered into a director nomination agreement with Sheffield.

The director nomination agreement provides Sheffield with the right, but not the obligation, to nominate one nominee for

election to our board of directors for so long as Sheffield and its affiliates beneficially own at least 5% of the voting power of

our Common Stock and nominate two nominees for election to our board of directors for so long as Sheffield and its affiliates

beneficially own at least 12.5% of the voting power of our Common Stock. The rights of Sheffield will terminate on the date

when such holder ceases to beneficially own at least 5% of the voting power of our Common Stock (or earlier upon written

notice by such holder agreeing to terminate its rights under the agreement). The Company has agreed to take all actions (to the

extent such actions are permitted by applicable law) to include each designated director in the slate of director nominees for

36

election by the Company’s stockholders and in any related proxy statement, and not publicly oppose or object to the election of

any designated director. Jeffrey Bellman and Ryan Dalton are Sheffield’s nominees to the board of directors. See “Exhibit

10.19—Director Nominating Agreement, dated June 28, 2024, between Tamboran Resources Corporation and Sheffield

Holdings, LP” of our Annual Report for the full text of this agreement.

H&P

Drilling Contract

On September 9, 2022, a wholly owned subsidiary of ours entered into a drilling contract with a subsidiary of H&P to drill, test,

complete, re-complete or workover development and exploration wells. John Bell, a former director, is a Senior Vice President,

International & Offshore, at H&P and was appointed by H&P to the board of TR Ltd. in connection with H&P’s investment in

TR Ltd. See “Business and Properties—Agreements Relating to the Development of our Assets—Drilling Contract with H&P”

of our Annual Report for further information.

Sweetpea Transaction

On July 25, 2020, we entered into the Share Exchange Agreement with Longview Petroleum LLC under which the Company,

through its wholly owned subsidiary, acquired 100% of the issued share capital of Sweetpea Petroleum Pty Ltd (“Sweetpea”)

from Longview. That transaction was completed on May 21, 2021 after receiving approval from TR Ltd.’s shareholders and

ministerial approval. Sweetpea is the registered holder of 100% of the working interests in EPs 136 and 143, and has also

applied for EP(A) 197 (“Sweetpea Assets”). David N. Siegel, who was a director of TR Ltd. and is a director of the Company,

was also a director of Longview.

Sweetpea has granted a 4% ORRI in favor of the Tom Dugan Family Limited Partnership, LLP, Territory Oil & Gas, LLC;

Malcolm John Gerrard, and Longview of all petroleum produced from the Sweetpea Assets and the land subject to the

Sweetpea Assets.

Sweetpea has also granted an undivided 1% ORRI in favor of Jeffrey J Rooney as trustee of the Siegel Dynasty Trust of all

petroleum produced from the Sweetpea Assets and the land subject to the Sweetpea Assets. The beneficiaries of the Siegel

Dynasty Trust are Emily Siegel and Robert Siegel, who are the children of David N. Siegel. Sweetpea additionally has an

obligation to David N. Siegel and/or Longview to grant additional ORRIs where additional acreage is acquired by Sweetpea

within the area of mutual interest consisting of EP 136, EP 143 and EP(A) 197.

37

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of Common Stock as of September 17,

2026 (except as otherwise noted in the footnotes below) by each beneficial owner of more than 5% of the outstanding Common

Stock known to the Company, each of the Company’s directors, director nominees, and NEOs, and all directors and executive

officers as a group. The table also sets out the names of all persons and entities (of which the Company is aware) who are

substantial holders in the Company within the meaning of section 671B of the Corporations Act and the number of shares of

Common Stock in which each substantial holder has an interest. Unless otherwise noted below, the address of the persons and

entities listed on the table is c/o Tamboran Resources Corporation, Suite 01, Level 39, Tower One, International Towers

Sydney, 100 Barangaroo Avenue, Barangaroo NSW 2000, Australia.

*Represents beneficial ownership of less than 1% of the outstanding shares of our Common Stock.

(1)Beneficial ownership, as determined in accordance with Rule 13d-3 under the Exchange Act, includes sole or shared power to vote or direct the voting

of, or to dispose or direct the disposition of shares, as well as the right to acquire beneficial ownership within 60 days of September 17, 2026, through the

exercise of an option or otherwise. Except as indicated in the footnotes to the table and to the extent authority is shared by spouses under applicable law,

we believe that the persons named in the table have sole voting and dispositive power with respect to their reported shares of Common Stock. As of

September 17, 2026, the Company had 34,960,006 shares of Common Stock outstanding. For purposes of the table and notes below, holdings of CDIs

representing shares of our Common Stock are represented as one share of Common Stock for every 200 CDIs held, rounded down to the nearest share.

All CDIs are held by CHESS Depositary Nominees Pty Ltd in trust for the respective individuals listed below.

(2)Based on a Schedule 13D Amendment filed on September 26, 2026. Includes (i) 2,586,904 shares of Common Stock held by Sheffield Holdings, LP

(“Sheffield Holdings”); (ii) 876,197 shares of Common Stock held by Daly Waters; and (iii) 183,655 shares of Common Stock held by Bryan S.

Sheffield Spousal Lifetime Access Trust ("BSS SLAT"). Spraberry Interests, LLC (“Spraberry”) is the general partner of Sheffield Holdings. Formentera

Investments is the general partner of Formentera Australia, which is the general partner of Daly Waters. Bryan Sheffield is the manager of Spraberry, the

managing member of Formentera Investments and the investment trustee of the BSS SLAT, and as a result he may be deemed to share beneficial

ownership of the shares held by Sheffield Holdings, Daly Waters and the BSS SLAT. The address for each of these entities and Mr. Sheffield is 300

Colorado Street, Ste. 1900, Austin TX 78701.

(3) Based on a Schedule 13G filed on August 13, 2026. Includes 2,881,804 shares of Common Stock. HITE Hedge Asset Management LLC, HITE Hedge

Asset Management LP and Robert Matt Niblack are each deemed to share voting and dispositive power over such shares. The address for these entities

and Mr. Niblack is 25 Braintree Hill Office Park, Suite 310, Braintree, MA 02184.

(4)Beneficial ownership of Mr. Riddle is solely based on the Company's registry records as of the date of this filing. Mr. Riddle ceased to be an executive

officer of the Company on July 27, 2025.

(5)Includes (i) 23,909 shares of Common Stock held by Mr. Dyer and (ii) 10,860 shares of Common Stock held by Northern Woods Australia Pty Ltd., an

entity controlled by Mr. Dyer.

(6)Includes (i) 62,160 shares of Common Stock held by Mr. Stoneburner and (ii) 14,724 shares of Common Stock held by Mr. Stoneburner’s spouse.

(7)Includes (i) 35,710 shares of Common Stock held by Mr. Barrett and (ii) 32,228 shares of Common Stock held jointly by Mr. Barrett and Mr. Barrett’s

spouse.

38

(8)Includes (i) 16,383 shares of Common Stock held by Mr. Elliott, (ii) 117,730 shares of Common Stock held by Pat Elliott (Tamboran) Limited, an entity

controlled by Mr. Elliott and (iii) 6,944 shares of Common Stock held by Panstyn Investments Pty Limited, an entity controlled by Mr. Elliott.

(9) Includes (i) 342,000  shares of Common Stock held by Mr. Siegel and (ii) 122,500 shares of Common Stock held by Robert Siegel (held on behalf of Mr.

Siegel).

(10)Includes (i) 11,939 shares of Common Stock held by Mr. Bellman and (ii) 500 shares of Common Stock held by the Bellman 2010 Trust.

39

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires that our directors, officers (as defined in Rule 16a-1 promulgated under the

Exchange Act), and stockholders who beneficially own more than ten percent of any class of our equity securities registered

pursuant to Section 12 of the Exchange Act to file initial statements of beneficial ownership and statements of changes in

beneficial ownership of securities with respect to our equity securities with the SEC. Based solely on our review of the forms

filed and information provided by the Company’s officers and directors, we believe that all Section 16(a) reporting

requirements were met during fiscal year ended June 30, 2026, with the exception of one late Form 4 for Richard Stoneburner

reporting one transaction and one late Form 4 for Bryan Sheffield reporting one transaction.

40

EXECUTIVE AND DIRECTOR COMPENSATION

This section discusses the material components of the executive compensation program for our executive officers who are

named in the “2026 Summary Compensation Table” below. In fiscal 2026, our “named executive officers” and their positions

were as follows:

•Todd Abbott, our Chief Executive Officer since January 15, 2026 and Managing Director since October 19, 2026;

•Richard Stoneburner, our interim Chief Executive Officer from July 27, 2025 through January 15, 2026;

•Joel Riddle, our Managing Director and Chief Executive Officer through July 27, 2025;

•Eric Dyer, our Chief Financial Officer; and

•Faron Thibodeaux, our Chief Operating Officer.

2026 Summary Compensation Table

The following table sets forth information concerning the compensation of our named executive officers for fiscal year

2026.

(1)Amounts included reflect base salary earned during fiscal year 2026.

(2)This column reflects the aggregate grant date fair value of RSUs granted to our named executive officers during the Fiscal

Year, measured pursuant to FASB ASC Topic 718, the basis for computing stock-based compensation in our consolidated

financial statements. The assumptions we used in valuing RSUs are described in Note 11 to our consolidated financial

statements included in our Annual Report on Form 10-K for Fiscal Year 2026. The amounts reported for performance

stock units are calculated based on the probable outcome of the applicable performance metrics. The amounts reported in

this column reflect the accounting cost for these awards and do not correspond to the actual economic value that may be

received by our named executive officers upon the vesting and settlement of the awards or any sale of the underlying

shares of our common stock.

(3)Amounts reflect the amount of cash performance-based bonuses earned for the period from January 1, 2025 through

December 31, 2025 based on actual performance pursuant to our short-term incentive plan. We provide additional

information regarding the annual bonuses in “—Narrative to Summary Compensation Table—Annual Bonuses” below.

(4)In connection with the commencement of his employment with our company, Mr. Abbott received the equity awards

discussed in further detail under the heading “Equity Compensation,” below.

(5)Amount reflects (i) Mr. Abbott’s sign-on bonus of $100,000, (ii) amounts paid on Mr. Abbott's behalf to the Australian

Taxation Office under the tax equalization arrangement described below ($25,871), provided that Mr. Abbott will be

required to reimburse the Company for such payments in the event that his actual tax amount is lower than the amounts

used to estimate these tax equalization payments, (iii) fees for tax preparation ($7,192), (iv) attorneys' fees ($9,123), (v)

cost of personal travel for Mr. Abbott's spouse ($7,308), (vi) 401(k) Company matching contributions ($7,333), and (vii) a

nominal mobile phone allowance.

41

(6)In connection with his service as Interim CEO, Mr. Stoneburner received the equity award discussed in further detail

under the heading “Equity Compensation,” below.

(7)Mr. Riddle’s employment was terminated by the Company on July 27, 2025.

(8)Represents the fair value of equity awards to Mr. Riddle as a result of accelerated vesting of 50% of the time-vesting

restricted stock unit award granted to Mr. Riddle on August 6, 2024 pursuant to the terms of the Separation Deed entered

into between the Company and Mr. Riddle, dated July 28, 2025 (the “Separation Deed”).

(9)Represents an amount equal to the sum of: (i) pay in lieu of notice equal to six months of Mr. Riddle’s base salary

($280,003), (ii) a payment in lieu of Mr. Riddle’s accrued but untaken long service leave and annual entitlements

($240,577), (iii) a pro-rata portion of Mr. Riddle’s discretionary annual bonus for the calendar year of termination

($326,669), (iv) the Commercial Discovery Bonus described in his employment contract, as a result of the satisfaction of

the performance criteria set forth therein ($560,005), (v) the Company’s compulsory contributions to Mr. Riddle's

Australian superannuation account, and (vi) continued payment for tax advisory services for 12 months following Mr.

Riddle’s termination date ($19,650) and attorneys' fees ($14,990), in each case payable under and subject to the terms of

the Separation Deed. In each case, the amount was converted from Australian dollars to U.S. dollars using a conversion

rate of A$1.00 to $0.68 which was the average exchange rate for the period between July 1, 2025 and June 30, 2026.

(10)The amount reported in the “Salary” column for Mr. Dyer includes $55,051 of base salary that was applied toward school

fees for Mr. Dyer’s children under a salary sacrifice arrangement, such that this amount was deemed tax-free for

Australian tax purposes. All amounts paid to Mr. Dyer were paid in Australian dollars and have been converted to U.S.

dollars using a conversion rate of A$1.00 to $0.68 which was the average exchange rate for the period between July 1,

2025 and June 30, 2026.

(11)Amount reflects (i) the Company’s compulsory contributions to Mr. Dyer’s Australian superannuation account ($20,356),

(ii) payment of accrued but unused leave ($78,043), (iii) fees for tax preparation ($19,354), and (iv) healthcare costs. In

each case, the amount was converted from Australian dollars to U.S. dollars using a conversion rate of A$1.00 to $0.68,

which was the average exchange rate for the period between July 1, 2025 and June 30, 2026.

(12)Amount reflects (i) 401(k) Company matching contributions ($14,545), (ii) amounts paid on Mr. Thibodeaux’s behalf to

the Australian Taxation Office under the tax equalization arrangement described below ($118,166), provided that Mr.

Thibodeaux will be required to reimburse the Company for such payments in the event that his actual tax amount is lower

than the amounts used to estimate these tax equalization payments, (iii) the payment of accrued but unused leave

($30,269) in December 2025, (iv) fees for tax preparation ($9,851), and (v) a nominal mobile phone allowance.

(13)Cash amounts were paid by Tamboran Services Pty Ltd.

(14)Cash amounts were paid by Tamboran Resources USA LLC.

Narrative to Summary Compensation Table

Base Salaries

The named executive officers receive a base salary to compensate them for services rendered to our company. The base

salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the

executive’s skill set, experience, role and responsibilities. Base salary is reviewed annually and may be adjusted based upon

individual performance and competitive benchmarks that may be reviewed from time to time to ensure competitiveness.

Messrs. Dyer and Thibodeaux received salary increases, effective on March 1, 2026. Accordingly, for each individual,

the salary reflects eight months’ salary at the salary level effective in fiscal 2025 and four months’ salary at the salary level

effective on March 1, 2026. From July 2025 through February 2026, Mr. Dyer’s annual base salary was $404,406, and Mr.

Thibodeaux’s annual base salary was $437,235 (Mr. Dyer’s annual base salary was converted from Australian dollars to U.S.

dollars using a conversion rate of A$1.00 to $0.68). For March 2026 through June 2026, Mr. Dyer’s annual base salary was

$424,626, and Mr. Thibodeaux’s annual base salary was $459,000 (Mr. Dyer’s annual base salary was converted using a

conversion rate of A$1.00 to $0.68). From his January 15, 2026 start date, Mr. Abbott received a base salary payable at the rate

of $550,000 per year. Mr. Stoneburner did not receive a base salary for his service as Interim Chief Executive Officer.

Annual Bonuses

We provide annual incentive cash bonuses to our named executive officers under our short-term incentive plan, which we

refer to as our “STI Plan.” Under the STI Plan, annual bonuses are determined based on achievement of Company results

42

using strategic objectives and metrics. For calendar year 2025, the level of achievement of corporate goals resulted in a

payout of 120% of each of Messrs. Dyer and Thibodeaux target bonuses. The amounts of such bonuses paid to our named

executive officers are set forth above in the Summary Compensation Table in the column entitled “Non-Equity Incentive Plan

Compensation.”

Equity Compensation

Pursuant to his employment agreement, described below (the “Employment Agreement”), Mr. Abbott received a long-

term incentive award with respect to 65,320 shares of our common stock (the “RSU Award”). 50% of the RSU Award (i.e.,

32,660 shares) is subject to time-based vesting, vesting annually in three equal tranches, and the remaining 50% of the RSU

Award (i.e., the remaining 32,660 shares) will be eligible to vest based on the Company’s achievement of total shareholder

return (“TSR”) goals over a three-year period (“Performance Measurement Period”), measured against the performance of the

S&P SmallCap 600 Energy index (or other market index determined by the Board in its discretion) for the same period

(“Benchmark Index”). If the Company’s TSR for the Performance Measurement Period reaches or exceeds the annual rate of

return for the Benchmark Index, 100% of the performance-vesting portion of the RSU Award will vest (subject to Mr.

Abbott’s continued employment), provided that if this threshold is not satisfied, the Board may use its discretion to determine

whether, and to what extent, any PSUs should vest. Similarly, if the Company’s TSR exceeds the annual rate of return for the

Benchmark Index, the Board may exercise its discretion to increase the number of shares to be issued to Mr. Abbott on vesting

to up to a maximum of 200% of the number of shares subject to performance-based vesting (i.e., 65,320 shares). In connection

with the commencement of his employment, Mr. Abbott also received a one-time “make whole” award of time-based RSUs

with respect to a number of shares having an aggregate value of $3,250,000 (calculated based on the closing price on Mr.

Abbott’s start date) (the “Make Whole Award”), vesting on the third anniversary of the start date, subject to Mr. Abbott’s

continued employment. The RSU Award and Make Whole Award were granted under the Company’s 2024 Equity Incentive

Plan (the “Plan”).

As sole compensation for his services as Interim Chief Executive Officer, the Company granted Mr. Stoneburner an award

of 25,271 shares of the Company’s common stock, which were fully vested as of the date of grant.

We did not grant equity compensation to our other named executive officers during the 2026 Fiscal Year.

Other Elements of Compensation

Retirement Plans

We contribute to the Australian superannuation defined contribution scheme that provides eligible Australian employees

(including Messrs. Riddle and Dyer) with an opportunity to save for retirement on a pre-tax basis. We pay

superannuation in accordance with legislative requirements and our minimum contribution is set by legislation. We offer

flexibility for salary sacrifice to be added to the superannuation scheme and any actual increase in our contribution to the

superannuation scheme is subject to legislative rules at the time.

With respect to our eligible employees in the United States (including Messrs. Abbott and Thibodeaux), we maintain a

401(k) retirement savings plan. Messrs. Abbott and Thibodeaux are eligible to participate in the 401(k) plan on the same terms

as other full-time employees. We match participant contributions to the 401(k) plan up to 4% of eligible compensation, subject

to IRS limits, and these matching contributions are fully vested as of the date on which the contribution is made. We believe

that providing a vehicle for tax-deferred retirement savings through our 401(k) plan, and making matching contributions, adds

to the overall desirability of our executive compensation package and further incentivizes our employees, including Messrs.

Abbott and Thibodeaux, in accordance with our compensation policies.

Employee Benefits and Perquisites and Tax Equalization Arrangements

Health/Welfare Plans

All of our eligible U.S. employees, including Messrs. Abbott and Thibodeaux, may participate in the following health and

welfare plans:

•medical, dental and vision benefits;

43

•short-term and long-term disability insurance; and

•life insurance.

All of our eligible Australian employees, including Mr. Dyer, may participate in the following health and welfare

plans:

•life and total permanent disablement cover; and

•salary continuance cover.

We believe the perquisites described above are necessary and appropriate to provide a competitive compensation package to

our named executive officers.

Tax Equalization Arrangements

Consistent with arrangements for other employees on rotational assignments and with prior periods, in

connection with Messrs. Abbott's and Thibodeaux's rotational assignments from the United States to Australia, TR Ltd. has

agreed to provide each executive with tax equalization at U.S. income tax rates for the employment income earned relating to

the assignment. The scope of income subject to the arrangement is limited to the fixed base salary and apportioned annual

bonus earned during assignment. The effect of the tax equalization arrangement is to make relevant payments to

each executive such that each executive will be responsible for the same level of income and social security taxes on their

respective Tamboran employment income as they would have incurred had they solely worked in the United States.

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the number of shares of Common Stock underlying outstanding equity incentive awards

for each named executive officer as of June 30, 2026.