{"url_path":"/sec/tbn/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1997652/0001628280-26-034593-index.html","accession_number":"0001628280-26-034593","cik":"0001997652","ticker":"TBN","issuer_name":"Tamboran Resources Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1997652/0001628280-26-034593-index.html","primary_entity_key":"0001997652","primary_entity_name":"Tamboran Resources Corp"},"word_count":4381,"has_tables":true,"body_markdown":"Item 1A. Risk Factors\n\nThere are numerous factors that affect our business and operating results, many of which are beyond our control.\n\nExcept as provided below, there have been no material changes in risk factors for the quarterly period ended March 31,\n\n2026 from those described in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.\n\nRisks Related to the Pending Falcon Acquisition\n\nTamboran stockholders and Falcon shareholders, in each case as of immediately prior to the Falcon Acquisition, will\n\nhave significantly reduced ownership in the combined company.\n\nTamboran anticipates issuing 6,537,503 shares of Tamboran common stock to Falcon in exchange for Falcon’s\n\nequity interests in the Falcon Entities. Based on 28,318,909 shares of common stock issued and outstanding as of May 1,\n\n2026, following the completion of the Falcon Acquisition, it is anticipated that persons who were stockholders and\n\nshareholders of Tamboran and Falcon, respectively, immediately prior to the Falcon Acquisition will own approximately\n\n81.2% and 18.8% of the combined company, respectively, with Tamboran maintaining control over the combined\n\ncompany. As a result, Tamboran’s current stockholders and Falcon’s current shareholders will have less influence on the\n\npolicies of the combined company than they currently have on Tamboran’s policies and Falcon’s policies, respectively.\n\nThe Falcon Parent stock consideration will not be adjusted in the event of any change in either Tamboran’s or Falcon’s\n\nshare price.\n\nUpon completion of the Falcon Acquisition, Falcon’s shareholders will receive 6,537,503 shares of Tamboran\n\ncommon stock. The Falcon Parent stock consideration was generally fixed in the Arrangement Agreement and will not be\n\nadjusted to reflect changes in the market price of either Falcon common shares or Tamboran common stock before the\n\narrangement is completed. Stock price changes may result from a variety of factors (many of which are beyond\n\nTamboran’s and Falcon’s control), including the following:\n\n•changes in Tamboran’s and Falcon’s respective businesses, operations and prospects;\n\n•investor behavior and strategies, including market assessments of the likelihood that the arrangement will be\n\ncompleted, including related considerations regarding court approval and regulatory clearance or approval, if any,\n\nof the arrangement; or\n\n•interest rates, general market and economic conditions and other factors generally affecting the price of\n\nTamboran’s and Falcon’s shares; and\n\n•foreign, federal, state, provincial and local legislation, governmental regulation and legal developments in the\n\nbusinesses in which Tamboran and Falcon operate.\n\n47\n\n[Table of Contents](#ic0f825eb4b8745a9a06ef0df9aeb9642_10)\n\nThe price of Tamboran common stock at the completion of the Falcon Acquisition will vary from its price on the\n\ndate the Arrangement Agreement was executed, the date of this proxy statement, the date of the special meeting and the\n\neffective date. As a result, the market value represented by the number of shares issued to Falcon will also vary. For\n\nexample, based on the range of closing prices of Tamboran common stock during the period from September 29, 2025, the\n\ntrading day before the date of the public announcement of the Falcon Acquisition, through April 30, 2026, the total Falcon\n\nParent stock consideration represented a market value ranging from a low of $147,747,567.80 to a high of\n\n$326,787,279.47.\n\nThe arrangement is subject to a number of conditions which may delay the Falcon Acquisition and could result in\n\nadditional expenditures of money and resources or reduce the anticipated benefits, or result in termination of the\n\nArrangement Agreement and Tamboran having to pay a termination fee.\n\nTamboran’s and Falcon’s respective obligations to consummate the Falcon Acquisition are subject to the satisfaction\n\n(or waiver by all parties, to the extent permissible under applicable laws) of a number of conditions described in the\n\nArrangement Agreement. Some of the conditions to completion of the arrangement are not within Tamboran’s control and\n\nTamboran cannot predict when, or if, these conditions will be satisfied. If any of these conditions are not satisfied or\n\nwaived prior to the termination date, it is possible that the Arrangement Agreement may be terminated. The Arrangement\n\nAgreement provides that, upon termination of the Arrangement Agreement under certain circumstances, Tamboran or\n\nFalcon would be required to pay the other party a termination fee of $3.75 million and $1.62 million, respectively. In\n\naddition, Falcon would be required to reimburse Tamboran for its documented out-of-pocket expenses incurred in\n\nconnection with the arrangement under certain circumstances.\n\nAlthough the parties have agreed to use reasonable best efforts, subject to certain limitations, to complete the\n\narrangement promptly, these and other conditions may fail to be satisfied. In addition, completion of the arrangement may\n\ntake longer and could cost more than we expect. Any delay in completing the Falcon Acquisition may adversely affect the\n\nbenefits that Tamboran expects to achieve if the Falcon Acquisition and the integration of businesses were to be completed\n\nwithin the expected timeframe.\n\nIf a governmental authority asserts objections to the Falcon Acquisition, Tamboran may be unable to complete the\n\nFalcon Acquisition or, in order to do so, Tamboran or Falcon may be required to comply with material restrictions or\n\nsatisfy material conditions.\n\nClosing is subject to the condition that there is no order preventing the consummation of the Falcon Acquisition and\n\nno law applicable to the Falcon Acquisition that makes consummation of the Falcon Acquisition illegal. Pursuant to the\n\nArrangement Agreement, Tamboran and Falcon have agreed to use reasonable best efforts, subject to certain limitations, to\n\ncomplete the Falcon Acquisition promptly.\n\nThere can be no assurance as to the cost, scope or impact of the actions that may be required to address any\n\ngovernmental authority objections to the Falcon Acquisition. If Tamboran or Falcon takes such actions, it may be\n\ndetrimental to them or to the combined company following the consummation of the Falcon Acquisition. Furthermore,\n\nthese actions may have the effect of delaying or preventing consummation of the Falcon Acquisition or imposing additional\n\ncosts on or limiting the revenue or cash available for distribution of the combined company following the consummation of\n\nthe Falcon Acquisition. There are also limitations in the Arrangement Agreement on the actions Tamboran is required to\n\ntake in order to address any governmental authority objections to the Falcon Acquisition; so, depending on the nature of the\n\ngovernmental authority objections to the Falcon Acquisition, Tamboran may decline to agree to take such actions resulting\n\nin the failure of the Falcon Acquisition to be completed.\n\nTamboran or Falcon may waive one or more of the closing conditions without re-soliciting approval by Tamboran\n\nstockholders.\n\nTamboran or Falcon may determine to waive, in whole or part, one or more of the conditions to closing prior to\n\nTamboran or Falcon, as the case may be, being obligated to consummate the Falcon Acquisition. Tamboran expects to\n\nevaluate the materiality of any proposed waiver and its effect on Tamboran stockholders in light of the facts and\n\ncircumstances at the time, to determine whether any amendment of this proxy statement or any re-solicitation of proxies is\n\nrequired in light of such waiver. Any determination whether to waive any condition to closing or to re-solicit stockholder\n\napproval or amending or supplementing this proxy statement as a result of a waiver will be made by Tamboran at the time\n\nof such waiver based on the facts and circumstances as they exist at that time.\n\n48\n\n[Table of Contents](#ic0f825eb4b8745a9a06ef0df9aeb9642_10)\n\nThe business relationships of Tamboran and Falcon, as applicable, may be subject to disruption due to uncertainty\n\nassociated with the Falcon Acquisition, which could have a material adverse effect on the results of operations, cash\n\nflows and financial position of Tamboran pending and following the Falcon Acquisition.\n\nParties with which Tamboran and Falcon, as applicable, does business may experience uncertainty associated with\n\nthe Falcon Acquisition, including with respect to current or future business relationships with Tamboran following the\n\nFalcon Acquisition. Tamboran’s and Falcon’s business relationships may be subject to disruption as joint venture partners\n\nand other business partners may attempt to delay or defer entering into new business relationships, negotiate changes in\n\nexisting business relationships or consider entering into business relationships with parties other than Tamboran or Falcon,\n\nas applicable, following the Falcon Acquisition. These disruptions could have a material and adverse effect on the results of\n\noperations, cash flows and financial position of Tamboran, regardless of whether the Falcon Acquisition is completed, as\n\nwell as a material and adverse effect on Tamboran’s ability to realize the expected benefits of the Falcon Acquisition. The\n\nrisk, and adverse effect, of any disruption could be exacerbated by a delay in completion of the Falcon Acquisition or\n\ntermination of the Arrangement Agreement.\n\nThe Arrangement Agreement subjects Tamboran to restrictions on its business activities prior to the Closing, limits its\n\nability to pursue alternatives to the Falcon Acquisition and may discourage other companies from making a favorable\n\nalternative transaction proposal.\n\nThe Arrangement Agreement subjects Tamboran to restrictions on its business activities prior to the Closing. The\n\nArrangement Agreement obligates Tamboran to generally conduct its businesses in the ordinary course until the Closing\n\nand to, among other things, use its reasonable best efforts to (i) preserve substantially intact its present business\n\norganization, goodwill and assets, (ii) keep available the services of its current officers and employees and (iii) preserve its\n\nexisting relationships with governmental entities and others having significant business dealings with Tamboran. These\n\nrestrictions could prevent Tamboran from pursuing certain business opportunities that arise prior to the Closing and are\n\noutside the ordinary course of business.\n\nTamboran is subject to customary restrictions on its ability to solicit alternative acquisition proposals and to provide\n\ninformation to, or engage in discussions with, third parties regarding such proposals, except that Tamboran is permitted in\n\nlimited circumstances prior to receiving approval from Tamboran stockholders of the issuance of new shares of Tamboran\n\ncommon stock to Falcon in the Falcon Acquisition to provide information to, and engage in discussions with, a party which\n\nhas made an unsolicited acquisition proposal that the Tamboran board of directors has determined constitutes or would\n\nreasonably be expected to constitute a superior proposal. Furthermore, in limited circumstances prior to receiving\n\nstockholder approval, the Tamboran board of directors may effect a change of its recommendation in response to an\n\napplicable intervening event if the Tamboran board of directors determines in good faith that a failure to effect a change in\n\nrecommendation would be reasonably likely to be inconsistent with the Tamboran board of director’s fiduciary duties.\n\nTamboran does not currently control the Falcon Entities.\n\nTamboran will not control the Falcon Entities until completion of the Falcon Acquisition and the business and results\n\nof operations of the Falcon Entities may be adversely affected by events that are outside of Tamboran’s control during the\n\nintervening period. The performance of the Falcon Entities may be influenced by, among other factors, economic\n\ndownturns, changes in commodity prices, political instability in the countries in which the Falcon Entities operate, changes\n\nin applicable laws, expropriation, increased environmental regulation, volatility in the financial markets, unfavorable\n\nregulatory decisions, litigation, rising costs, civic and labor unrest, disagreements with joint venture partners, delays in\n\nongoing exploration and development projects and other factors beyond Tamboran’s control. As a result of any one or\n\nmore of these factors, among others, the operations and financial performance of the Falcon Entities may be negatively\n\naffected, which may adversely affect the future financial results of the combined company.\n\nFailure to complete the Falcon Acquisition could negatively impact Tamboran's stock price and have a material adverse\n\neffect on its results of operations, cash flows and financial position.\n\nIf the Falcon Acquisition is not completed for any reason, the ongoing businesses of Tamboran may be materially\n\nadversely affected and, without realizing any of the benefits of having completed the Falcon Acquisition, Tamboran would\n\nbe subject to a number of risks, including the following:\n\n•Tamboran may experience negative reactions from the financial markets, including negative impacts on our stock\n\nprice;\n\n49\n\n[Table of Contents](#ic0f825eb4b8745a9a06ef0df9aeb9642_10)\n\n•Tamboran and its subsidiaries may experience negative reactions from their joint venture partners and other\n\nbusiness partners;\n\n•Tamboran will still be required to pay certain significant costs relating to the Falcon Acquisition, such as legal,\n\naccounting, financial advisor and printing fees;\n\n•Tamboran may be required to pay a termination fee as required by the Arrangement Agreement;\n\n•the Arrangement Agreement places certain restrictions on the conduct of Tamboran’s business prior to the\n\ncompletion of the Arrangement Agreement, which may delay or prevent Tamboran from undertaking business\n\nopportunities that, absent the Arrangement Agreement, may have been pursued;\n\n•matters relating to the Falcon Acquisition (including integration planning) require substantial commitments of\n\ntime and resources by Tamboran's management, which may have resulted in the distraction of Tamboran's\n\nmanagement from ongoing business operations and pursuing other opportunities that could have been beneficial to\n\nthe companies; and\n\n•litigation related to any failure to complete the Falcon Acquisition or related to any enforcement proceeding\n\ncommenced against Tamboran to perform its obligations pursuant to the Arrangement Agreement.\n\nIf the Falcon Acquisition is not completed, the risks described above may materialize and they may have a material\n\nadverse effect on Tamboran's results of operations, cash flows, financial position and stock price.\n\nTamboran and Falcon are expected to incur significant transaction costs in connection with the Falcon Acquisition,\n\nwhich may be in excess of those anticipated by them.\n\nTamboran and Falcon have incurred and are expected to continue to incur a number of non-recurring costs associated\n\nwith negotiating and completing the Falcon Acquisition and combining the operations of the two companies. These costs\n\nhave been, and will continue to be, substantial and, in many cases, will be borne by Tamboran whether or not the Falcon\n\nAcquisition is completed. A substantial majority of non-recurring expenses will consist of transaction costs and include,\n\namong others, fees paid to legal, accounting and other advisors, employee retention, severance and benefit costs, and filing\n\nfees. Tamboran will also incur costs related to formulating and implementing integration plans, including facilities and\n\nsystems consolidation costs and other employment-related costs. Tamboran and Falcon will continue to assess the\n\nmagnitude of these costs, and additional unanticipated costs may be incurred in connection with the Falcon Acquisition and\n\nthe integration of the two companies’ businesses. While Tamboran and Falcon have assumed that a certain level of\n\nexpenses would be incurred, there are many factors beyond their control that could affect the total amount or the timing of\n\nthe expenses. The elimination of duplicative costs, as well as the realization of other efficiencies related to the integration\n\nof the businesses, may not offset integration-related costs and achieve a net benefit in the near term, or at all. The costs\n\ndescribed above and any unanticipated costs and expenses, many of which will be borne by Tamboran even if the Falcon\n\nAcquisition is not completed, could have an adverse effect on Tamboran’s financial condition and operating results.\n\nLitigation relating to the Falcon Acquisition could result in an injunction preventing the completion of the Falcon\n\nAcquisition and/or substantial costs to Tamboran and Falcon.\n\nSecurities class action lawsuits and derivative lawsuits are often brought against public companies that have entered\n\ninto acquisitions, mergers or other business combination agreements. Even if such a lawsuit is without merit, defending\n\nagainst these claims can result in substantial costs and divert management time and resources. An adverse judgment could\n\nresult in monetary damages, which could have a negative impact on Tamboran’s and Falcon’s respective liquidity and\n\nfinancial condition.\n\nLawsuits may be brought against Tamboran, Falcon or their respective directors which could seek, among other\n\nthings, injunctive relief or other equitable relief, including a request to rescind parts of the Arrangement Agreement already\n\nimplemented and to otherwise enjoin the parties from consummating the Falcon Acquisition. One of the conditions to the\n\nClosing is that no injunction by any court or other tribunal of competent jurisdiction has been entered and continues to be\n\nin effect and no law has been adopted or is effective, in either case that prohibits or makes illegal the Closing.\n\nConsequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Falcon Acquisition, that\n\ninjunction may delay or prevent the Falcon Acquisition from being completed within the expected timeframe or at all,\n\n50\n\n[Table of Contents](#ic0f825eb4b8745a9a06ef0df9aeb9642_10)\n\nwhich may adversely affect Tamboran’s and Falcon’s respective business, financial position, results of operations and cash\n\nflows.\n\nThere can be no assurance that any of the defendants will be successful in the outcome of any pending or any\n\npotential future lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Falcon\n\nAcquisition is completed may adversely affect Tamboran’s or Falcon’s respective business, financial condition, results of\n\noperations and cash flows.\n\nFalcon may have liabilities that are not known to Tamboran.\n\nFalcon may have liabilities that Tamboran failed, or was unable, to discover in the course of performing its due\n\ndiligence investigations. Other than publicly available information, all historical information relating to Falcon and its\n\nsubsidiaries has been provided in exclusive reliance on the information made available to us by Falcon and its\n\nrepresentatives. Through the completion of the Falcon Acquisition, Falcon continues to be obligated to file certain reports\n\nwith the TSXV and AIM. Additionally, pursuant to the Arrangement Agreement, during the period from the date of the\n\nArrangement Agreement until the earlier of the effective time and the termination thereof, Falcon is required to notify us in\n\nwriting of any material change in the business, operations, results of operations, properties, assets, liabilities (whether\n\nabsolute, accrued, contingent or otherwise), or financial condition of it and its subsidiaries on a consolidated basis or any\n\nchange in any representation or warranty it has provided in the Arrangement Agreement that may render any representation\n\nor warranty misleading or untrue in any material respect. Tamboran may learn additional information about the other party\n\nthat materially adversely affects it, such as unknown or contingent liabilities and liabilities related to compliance with\n\napplicable laws. As a result of these factors, the combined company may incur additional costs and expenses and may be\n\nforced to later write-down or write-off assets, restructure operations or incur impairment or other charges that could result\n\nin the combined company reporting losses. Even if Tamboran’s due diligence has identified certain risks, unexpected risks\n\nmay arise and previously known risks may materialize in a manner not consistent with its preliminary risk analysis. If any\n\nof these risks materialize, this could have a material adverse effect on the combined company’s financial condition and\n\nresults of operations and could contribute to negative market perceptions about Tamboran common stock.\n\nPotential payments to Falcon shareholders who exercise dissent rights could have an adverse effect on the combined\n\ncompany’s financial condition.\n\nFalcon shareholders have the right to exercise dissent rights and demand payment equal to the fair value of their\n\nFalcon common shares and certain Falcon shareholders have exercised such rights. If dissent rights are properly exercised\n\nin respect of a significant number of Falcon common shares, a substantial payment may be required to be made to such\n\nFalcon shareholders, which could have an adverse effect on the combined company’s financial condition and cash flows.\n\nRisk Factors Relating to the Combined Company Following the Arrangement\n\nThe combined company may be unable to integrate the businesses of Tamboran and the Falcon Entities successfully or\n\nrealize the anticipated benefits of the Falcon Acquisition.\n\nThe Falcon Acquisition involves the combination of an independent public company with the subsidiaries of another\n\nindependent public company. The combination of independent businesses is complex, costly and time consuming, and each\n\nof Tamboran and Falcon will be required to devote significant management attention and resources to integrating the\n\nbusiness practices and operations of the Falcon Entities into Tamboran. Potential difficulties that Tamboran and Falcon\n\nmay encounter as part of the integration process include the following:\n\n•the inability to successfully combine the business of Tamboran and the Falcon Entities in a manner that permits\n\nthe combined company to achieve, on a timely basis, or at all, the enhanced revenue opportunities and cost\n\nsavings and other benefits anticipated to result from the Falcon Acquisition;\n\n•complexities associated with managing the combined businesses, including difficulty addressing possible\n\ndifferences in operational philosophies and the challenge of integrating complex systems, technology, networks\n\nand other assets of each of the companies in a seamless manner that minimizes any adverse impact on customers,\n\nsuppliers, employees and other constituencies;\n\n•the assumption of contractual obligations with less favorable or more restrictive terms; and\n\n51\n\n[Table of Contents](#ic0f825eb4b8745a9a06ef0df9aeb9642_10)\n\n•potential unknown liabilities and unforeseen increased expenses or delays associated with the Falcon Acquisition.\n\nIn addition, Tamboran and Falcon have operated and, until the completion of the Falcon Acquisition, will continue to\n\noperate, independently. It is possible that the integration process could result in:\n\n•diversion of the attention of each company’s management; and\n\n•the disruption of, or the loss of momentum in, each company’s ongoing businesses or inconsistencies in standards,\n\ncontrols, procedures and policies.\n\nAny of these issues could adversely affect each company’s ability to maintain relationships with customers, suppliers,\n\nemployees and other constituencies or achieve the anticipated benefits of the Falcon Acquisition or could reduce each\n\ncompany’s earnings or otherwise adversely affect the business and financial results of the combined company following\n\nthe Falcon Acquisition.\n\nThe trading price and volume of the combined company common stock may be volatile following the Falcon\n\nAcquisition.\n\nThe trading price and volume of the combined company common stock may be volatile following completion of the\n\nFalcon Acquisition. The stock markets in general have experienced extreme volatility that has often been unrelated to the\n\noperating performance of particular companies. These broad market fluctuations may adversely affect the trading price of\n\nthe combined company common stock. As a result, you may suffer a loss on your investment. Many factors may impair the\n\nmarket for the combined company common stock and the ability of investors to sell shares at an attractive price, and could\n\nalso cause the market price and demand for the combined company common stock to fluctuate substantially, which may\n\nnegatively affect the price and liquidity of the combined company common stock. Many of these factors and conditions are\n\nbeyond the control of the combined company or the combined company stockholders.\n\nThe market price of Tamboran common stock may decline if large amounts of Tamboran common stock are sold\n\nfollowing the Falcon Acquisition and may be affected by factors different from those that historically have affected or\n\ncurrently affect the market price of Tamboran common stock.\n\nThe market price of Tamboran common stock may fluctuate significantly following completion of the Falcon\n\nAcquisition and holders of Tamboran common stock could lose some or all of the value of their investment. If the Falcon\n\nAcquisition is consummated, Tamboran will issue shares of Tamboran common stock to former Falcon shareholders. The\n\nArrangement Agreement contains no restrictions on the ability of former Falcon shareholders to sell or otherwise dispose\n\nof such shares following completion of the Falcon Acquisition. Former Falcon shareholders may decide not to hold the\n\nshares of Tamboran common stock that they receive in the Falcon Acquisition, and Tamboran’s historic stockholders may\n\ndecide to reduce their investment in Tamboran as a result of the changes to Tamboran’s investment profile as a result of the\n\nFalcon Acquisition. These sales of Tamboran common stock (or the perception that these sales may occur) could have the\n\neffect of depressing the market price for Tamboran common stock. In addition, Tamboran’s financial position after\n\ncompletion of the Falcon Acquisition may differ from its financial position before the completion of the Falcon\n\nAcquisition, and the results of Tamboran’s operations and cash flows after the completion of the Falcon Acquisition may\n\nbe affected by factors different from those currently affecting its financial position or results of operations and cash flows,\n\nall of which could adversely affect the market price of Tamboran common stock. Accordingly, the market price and\n\nperformance of Tamboran common stock is likely to be different from the performance of Tamboran common stock prior\n\nto the Falcon Acquisition. Furthermore, the stock market has experienced significant price and volume fluctuations in\n\nrecent times which, if they continue to occur, could have a material adverse effect on the market for, or liquidity of,\n\nTamboran common stock, regardless of our actual operating performance.\n\nThe anticipated benefits attributable to the Falcon Acquisition may vary from expectations.\n\nThe combined company may fail to realize the anticipated benefits expected from the Falcon Acquisition, which\n\ncould adversely affect the combined company’s business, financial condition and operating results. The success of the\n\nFalcon Acquisition will depend, in significant part, on the combined company’s ability to successfully integrate the\n\nacquired business and realize the anticipated strategic benefits from the combination. Tamboran believes that the\n\ncombination of the two leading Beetaloo Basin businesses will provide a pro forma 2.9 million net prospective acres across\n\nthe Beetaloo Basin depocenter. The anticipated benefits of the Falcon Acquisition may not be realized fully or at all, or\n\nmay take longer to realize than expected. Actual operating, technological, strategic and revenue opportunities, if achieved\n\nat all, may be less significant than expected or may take longer to achieve than anticipated. If the combined company is not\n\n52\n\n[Table of Contents](#ic0f825eb4b8745a9a06ef0df9aeb9642_10)\n\nable to achieve these objectives and realize the anticipated benefits expected from the Falcon Acquisition within the\n\nanticipated timing or at all, the combined company’s business, financial condition and operating results may be adversely\n\naffected.\n\nThe Falcon Acquisition may result in a loss of joint venture partners and other business partners and may result in the\n\ntermination of existing contracts.\n\nFollowing the Falcon Acquisition, some of the joint venture partners and other business partners of Tamboran or\n\nFalcon may terminate or scale back their current or prospective business relationships with the combined company. Some\n\ncustomers may not wish to source a larger percentage of their needs from a single company or may feel that the combined\n\ncompany is too closely allied with one of their competitors. In addition, Tamboran and Falcon have contracts with joint\n\nventure partners and other business partners that may require Tamboran or Falcon to obtain consents from these other\n\nparties in connection with the Falcon Acquisition, which may not be obtained on favorable terms or at all. If relationships\n\nwith joint venture partners and other business partners are adversely affected by the Falcon Acquisition, or if the combined\n\ncompany, following the Falcon Acquisition, loses the benefits of the contracts of Tamboran or Falcon, the combined\n\ncompany’s business and financial performance could suffer.\n\n53\n\n[Table of Contents](#ic0f825eb4b8745a9a06ef0df9aeb9642_10)"}