Reverse Merger/ Alternative Public Offering “APO” Proposal

Tamboran Resources Pty Ltd

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

ABOUT US

Client

Full Service Platform

Legal Tax and Accounting

Investment Banking

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

WHAT WE DO

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

Investment Banking

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)

Tax and Accounting

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

Legal Services

HOW AN APO WORKSStep 1: Find existing Pubco (either with or without operations) in USA market

USA Market

Existing Shareholders PUBCO

Australia

Australian Shareholder

MERGECODebt Facilities

Business OpsIP Assets

HOW AN APO WORKSStep 2: MERGECO performs “reverse merger” with PUBCO

USA Market

New Investors

PUBCO

Australian Shareholders

IP Assets

Debt Facilities MERGECO

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.

HOW AN APO WORKSStep 3: Debt/Equity Raising

USA Market

New Investors PUBCO Debt Facilities

Australian Shareholders MERGECO

MERGECO MERGECO

Australia

$ $

HOW AN APO WORKSStep 4: Final Group Structure Utilised in International expansion

North American Market

Investors

PUBCO Debt FacilitiesUS Sub

Business Ops

MERGECOAustralia Sub

Europe Sub Americas Subs Asia Subs

Business Ops

Business Ops

Business Ops

Business Ops

IP Assets*

*IP assets can be strategically located in other jurisdictions with appropriate tax and legal planning

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.

Advantages of an Alternative Public Offering “APO”

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

APO Proposal Stages

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.

APO Stage 1 (Approximately 1 month)

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.

APO Stage 1

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.

APO Stage 2(Approximately 1 month)

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.

APO Stage 2

Stage 3 is the final step in implementing the corporate re-organisation and finalising the

debt and equity funding.

APO Stage 3(Approximately 2 months)

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.

APO Stage 3

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

APO Stage 3 & Stage 4

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

APO Stage 3& Stage 4

Financing Success Fees

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.