Tamboran Resources Corp

1. 1

   The Stock Issuance Proposal

   ManagementBoard: FOR

   Approve issuance of 6,537,503 shares of Tamboran common stock to Falcon in connection with the arrangement and issuance of up to 147,508 shares to Falcon Australia minority holders in exchange for Falcon Australia minority stock.

   More detail

   The Stock Issuance Proposal requests shareholder approval to issue 6,537,503 shares of Tamboran common stock to Falcon as part of a plan of arrangement under which Tamboran will acquire Falcon’s subsidiaries and assets, plus up to 147,508 additional shares potentially issuable to Falcon Australia minority holders in lieu of cash when Australia Sub compulsorily acquires the remaining 1.9% minority. Management seeks approval to satisfy NYSE rules requiring shareholder approval where issuance equals or exceeds 20% of shares outstanding; the issuance is a condition to closing the arrangement. The board recommends a “FOR” vote, arguing the transaction materially increases scale, drilling inventory, consolidates Beetaloo holdings, reduces royalty burden, is accretive on implied acreage value, maintains Tamboran stockholders’ majority, and is structured with customary conditions, court and shareholder approvals and regulatory clearances. The company will account for the transaction as an asset acquisition under ASC 805. Key risks include regulatory approvals, potential dilution, integration challenges, contingent Falcon dissent rights and termination fees. The board reviewed alternatives, consulted advisors, and concluded the aggregate benefits outweigh risks. Approval is required to proceed and failure to approve will prevent closing of the arrangement as structured.

2. 2

   ASX Capacity Proposal

   ManagementBoard: FOR

   Approve issuance of the same Tamboran shares to Falcon and potential Falcon Australia minority holders for purposes of ASX Listing Rule 7.1 and all other purposes.

   More detail

   This proposal seeks shareholder approval under Australian Securities Exchange (ASX) Listing Rule 7.1 to permit the issuance of up to 6,537,503 shares to Falcon and up to 147,508 shares to Falcon Australia minority holders, which would exceed Tamboran’s 15% capacity without shareholder approval. Management needs this approval to ensure the issuance will not breach ASX rules and to enable listing of shares on the NYSE and issuances under the arrangement. The board recommends voting FOR, stating approval will allow the company to proceed with the arrangement, have the issuance excluded from capacity calculations under ASX rule 7.1, and is necessary to close the transaction. The board notes the issuance is a condition precedent to closing and cautions on regulatory approvals, potential dilution and compliance steps; failure to approve would prevent completion as structured.

3. 3

   The Adjournment Proposal

   ManagementBoard: FOR

   Approve adjournment or postponement of the special meeting to solicit additional proxies if there are not sufficient votes to approve the stock issuance proposal, subject to the arrangement agreement.

   More detail

   The Adjournment Proposal asks shareholders to grant the proxy holders authority to adjourn the special meeting to a later date, if necessary, to solicit additional proxies to obtain approval for the stock issuance proposal. Management seeks this flexibility to avoid the scenario where the meeting is held but lacks sufficient votes to approve the stock issuance, enabling Tamboran to reconvene and continue solicitation; it is a procedural safeguard. The board recommends voting FOR. The adjournment does not alter substantive terms of the arrangement and is not a condition to closing, but approval would allow Tamboran to extend solicitation and attempt to assemble the required majority for the stock issuance. If approved, Tamboran could adjourn even if initial votes suggest defeat and continue solicitation; failure to approve could limit the board’s ability to secure additional votes in the near term.

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When is the Tamboran Resources Corp 2026 special meeting?

Tamboran Resources Corp (TBN) holds its 2026 special shareholder meeting on Tuesday, March 3, 2026.

What is the record date for the Tamboran Resources Corp 2026 meeting?

The record date for the Tamboran Resources Corp 2026 meeting is Friday, January 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Tamboran Resources Corp's 2026 meeting?

The board is presenting 12 director nominees at the Tamboran Resources Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Tamboran Resources Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Tamboran Resources Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.