1. Reverse Merger/ Alternative Public Offering “APO” Proposal Tamboran Resources Pty Ltd

2.  Main Street Capital “MSC” is a corporate advisory firm providing corporate transaction advice and management in a global market  We have developed a full service platform integrating and co- coordinating investment banking, tax & accounting and legal services

3.  Facilitation of complex international corporate transactions  Advice on global inter-jurisdictional business dealings  Debt and equity finance  Corporate reorganisations  Mergers and Acquisitions  Specialty in accessing USA capital markets  USA IPO’S and APO’s

4. We offer a range of financial services including assistance in raising capital and developing strategies to enhance long- term shareholder value. Investment banking services are also provided under our strategic alliances with five major Wall Street Investment Banks who offer the following services: ◦ Initial public offerings ”IPO’s “/alternative public offerings ”APO’s” ◦ Debt and equity capital raisings ◦ Global mergers and acquisitions ◦ Private equity placements (including PIPE’s ) ◦ Senior and subordinated debt ◦ Recapitalisations and restructurings ◦ Public secondary public offerings

5. Tax and Accounting services include:  Due diligence  Local and international compliance/regulatory reporting  Translation into International accounting Standards (US and International GAAP)  Structural reviews (at both corporate and shareholder levels)  Tax advice (local and international)

6. Legal services include:  Document drafting and negotiation  Corporate structures and advice  Due diligence  International securities compliance (Australia and USA)  Support for existing legal counsel  Assistance with SEC filings

7. USA Market Existing Shareholders PUBCO Australia Australian Shareholder MERGECODebt FacilitiesBusiness OpsIP Assets

8. USA Market New Investors PUBCO Australian Shareholders IP AssetsDebt FacilitiesMERGECO Business Ops Purchase Shares Issue Shares Australia Pubco takes over MERGECO by purchasing 100% of shares in MERGECO. PUBCO funds takeover by issuing shares in itself to investors of MERGECO. Capital Gains Tax relief is applied for under the scrip for scrip roll-over provisions.

9. USA Market New InvestorsPUBCODebt Facilities Australian Shareholders MERGECO Australia $ $

10. North American Market InvestorsPUBCODebt FacilitiesUS Sub Business Ops MERGECO Australia Sub Europe Sub Americas Subs Asia Subs Business Ops IP Assets* *IP assets can be strategically located in other jurisdictions with appropriate tax and legal planning

11. General Advantages  Access to USA capital markets and cheaper debt.  More favourable valuations by uplifting to Wall Street comparable valuation multiples.  More favourable restricted and escrow trading terms.  Greater certainty of success (on time and on budget).  Access to additional capital to fund future business growth and/or acquisitions.  Allows company to obtain liquidity for its shareholders. Advantages of APO vs. IPO  Significantly more cost effective than an IPO.  Initial investment can be staged to allow minimal cash investment upfront.  The financial risk of failure is significantly contained. Advantages vs. Private Equity/Venture Capital  No exposure to a domineering shareholder.  Allows a company to focus on realising long-term growth and value, rather than achieving short term goals of investors.

12. We have formulated a 4 stage approach to the APO, which is designed to minimise the financial risk, as follows:  Stage 1: Preparation of IM, Selection of USA Investment Bank (1 Month)  Stage 2: Preparation for APO (1 Month)  Stage 3: APO Implementation (2 Months)  Stage 4: Public Secondary Offering ( 2 Months)  Total 6 Months

13. The core objective of Stage 1 is to work with you, our client on the Information Memorandum to realise the best value proposition for the company. This is a critical task in selecting the US Investment Bank/ Underwriter & securing investment commitments that are necessary to the success of the APO and the subsequent public secondary offering.

14. Collection of data and preparation of an Information Memorandum  Test and provide feedback on the reasonableness of financial forecasts.  Due diligence which is performed by MSC on behalf of US Investment Bank.  Review the corporate structure and identify reorganisation requirements necessary to achieve tax relief.  Perform balance sheet analysis to identify any surplus assets to remove from the structure prior to the merger.  Engage a US Investment Bank for the secondary public offering.  Prepare for an initial road show to investors.  Obtain an initial indication of potential financing.  Format company disclosures in the information memorandum in readiness for future USA securities market compliance.

15. Stage 2 of the APO is undertaken when we have an indication from the US capital market that there are sufficient bridge funding, debt and equity commitments to justify a secondary public offering of the company. Its core objective is to place the company in a position of readiness for a reverse merger and subsequent secondary public offering.

16. Preparation for the APO ◦ Restructure of Australian Holdings if necessary. ◦ Arrange for the preparation of 2 years of historical financial information in accordance with USA GAAP. ◦ Appoint an external auditor and arrange for the audit of 2 years of historical financial information in accordance with USA GAAP. ◦ Negotiate all external contractual arrangements. ◦ Coordinate legal and accounting due diligence. ◦ Identify USA public company “PUBCO” and perform due diligence. ◦ Facilitate engagement of legal counsel and auditors for the USA public company. ◦ Assistance with the preparation of a road show presentation to institutional & retail investors. ◦ Assistance with obtaining investment commitment from US underwriter. ◦ Prepare for implementation of corporate reorganisation in readiness for Stage 3.

17. Stage 3 is the final step in implementing the corporate re-organisation and finalising the debt and equity funding.

18. APO Implementation  Restructure of PUBCO -Change fiscal year end if required. -Amend by-laws if necessary. -Restructure stock. -Change name of company.  Find and screen independent directors (at least 3) -One independent to be a financial expert. -D&O Questionnaires for Officers and Directors. -Choose who will serve as officers. -Obtain biographies of directors and officers  Share Exchange Agreement Signed (conditions subsequent prior to closing)  Implement corporate reorganisation including drafting of shareholder and board resolutions.

19.  Preparation of merger documentation  Facilitation of USA filings to ensure compliance with all federal and state regulations applicable to the transaction  Assist with post merger corporate governance requirements  Selection and appointment of a post merger securities broker  Selection and appointment of a USA Investor Relations “IR” company  Filing of Super 8-K upon signing  Secondary Public Offering S1 or S3 filing  Accounting for Form 8K filing due upon closing of Share Exchange -2 years audited historic financials of Operating Company -Pro-forma consolidated financials with Public Offering  File application to elevate to Nasdaq or NYSE- MKT.  Individual Form filings of all directors, officers and 5% beneficial holders of Public company stock within 10 days of closing

20.  Schedule 13D and Schedule 13G by 5% beneficial holders of Public company stock within 10 days of closing.  Board committee composition - Governance and Nominating Committee - Audit Committee - Compensation Committee  Broker/Market Maker (to be chosen) -Decision as to whether to elevate to NASDAQ or NYSE MKT  Quarterly Report-10QSB -Consolidated Reviewed financial statement. -Management Discussion and Analysis -Due within 45 days of quarter end  Australian general purpose audit annually and related reviews  Annual Report – 10KSB -Consolidated Audit Report -Management Discussion and Analysis -Due within 90 Days of year end

21. The following is an indication of what the USA Investment Banks and MSC would charge for raising both equity & debt. MSC have an arrangement with the US Investment banks who have agreed to reduce their standard fees to cater for the MSC fees.