exhibit 10. 1 22 february 2016 dear houston american energy corporation tamboran resources limited offer letter - subscription for fully paid ordinary shares. tamboran resources limited ( tamboran or the company ) is offering you, as a sophisticated and professional investor, the opportunity to subscribe for shares in the company ( offer shares ). the amount payable for the offer shares is us $ 1, 000, 000 ( subscription amount ). the offer shares shall constitute 12. 5 % of the issued shares of the company post issue ( including post issue of the tamboran internal placement as defined below ). the offer shares are being offered to you without disclosure pursuant to the operation of section 708 ( 8 ) ( sophisticated investor ) and section 708 ( 11 ) ( professional investor ) of the corporations act. by signing and providing tamboran with your completed application form and confirmation letter, you agree to subscribe for, and tamboran agrees to issue, the offer shares allocated to you in consideration for the receipt by tamboran of the subscription amount upon and subject to the terms set out in this letter. tamboran is legally obliged to issue the number of offer shares for which your application is made upon satisfaction of the conditions precedent set out below and receipt of the subscription amount. the directors of tamboran reserve the right to allot offer shares in full for your application or to allot any lesser number or to decline your application. where the number of offer shares allotted to you is less than the number applied for or where no allotment is made, the money in respect of any shares not allotted to you will be refunded to you by cheque within 28 days. rights attaching to the offer shares the offer shares will rank pari passu in all respects with the existing ordinary shares in tamboran, including the payment of all dividends payable after the date of allotment. for the period ending 18 months after the issue of the offer shares or the date of an ipo, whichever is the earlier, tamboran will update its website on a quarterly basis with new developments concerning its projects in the beetaloo basin and other material operational issues as the board determines appropriate. acceptance of offer shares confirmation letter in accordance with the terms of this offer letter please indicate your acceptance of the offer detailed above by signing and returning the attached application form and confirmation letter. documents should be returned to tamboran resources limited, either via email to