Tamboran Resources Corporation

03/04/2026 | Press release | Distributed by Public on 03/04/2026 15:46

Proxy Results (Form 8-K)

Item 5.07Submission of Matters to a Vote of Security Hold.
On March 3, 2026, Tamboran Resources Corporation, a Delaware corporation (the "Company"), held a special meeting of the
Company's stockholders (the "Company Special Meeting") where the following matters were voted upon by the Company's
stockholders:
1.Approval of the issuance of (a) 6,537,503 shares of the Company's common stock (the "Falcon Parent stock consideration")
to Falcon Oil & Gas Ltd. ("Falcon") in connection with the transaction whereby the Company will acquire Falcon through the
acquisition of all of Falcon's subsidiaries pursuant to a plan of arrangement (the "arrangement") and (b) up to an aggregate of
147,508 shares of the Company's common stock (the "Falcon Australia stock consideration") to the minority holders of
Falcon Oil & Gas Australia Limited ("Falcon Australia") in exchange for the remaining 1.9% of the issued and outstanding
equity interests of Falcon Australia (collectively, the "Stock Issuance Proposal").
2.Approval, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the issuance of (a) the Falcon Parent stock
consideration to Falcon in connection with the arrangement and (b) the Falcon Australia stock consideration to the minority
holders of Falcon Australia in exchange for the remaining 1.9% of the issued and outstanding equity interests of Falcon
Australia (the "ASX Capacity Proposal").
3.Approval of the adjournment or postponement of the Company Special Meeting, if necessary or appropriate, including to
solicit additional proxies if there are not sufficient votes to approve the Stock Issuance Proposal, subject to the provisions of
the arrangement agreement (such proposal, the "Adjournment Proposal" and together with the Stock Issuance Proposal and
the ASX Capacity Proposal, the "Company Proposals").
Prior to the Company Special Meeting, the Company delivered a definitive proxy statement (the "Proxy Statement") to its
stockholders describing the Company Special Meeting, the Company Proposals, the arrangement and related information. The Proxy
Statement was filed with the U.S. Securities and Exchange Commission (the "SEC") on January 28, 2026.
At the Company Special Meeting, each of the Stock Issuance Proposal, the ASX Capacity Proposal and the Adjournment
Proposal was approved by the affirmative vote of a majority of the voting power of shares of Tamboran common stock present in
person (online) or represented by proxy and entitled to vote thereon at the Company Special Meeting; however, given the approval of
the Stock Issuance Proposal, no adjournment was necessary.
As disclosed in the Proxy Statement, as of the close of business on January 23, 2026, the record date for the Company Special
Meeting, there were 22,639,513 shares of Tamboran common stock outstanding and entitled to vote. There were 12,923,245 shares of
Tamboran common stock represented in person or by proxy at the Company Special Meeting, which constituted a quorum to conduct
business at the Company Special Meeting. The following are the final voting results on each Company Proposal, which are more fully
described in the Proxy Statement.
The following is a summary of the voting results for each matter presented to the Company's stockholders:
FOR
AGAINST
ABSTAIN
1. Stock Issuance Proposal
12,916,941
5,529
775
FOR
AGAINST
ABSTAIN
2. ASX Capacity Proposal
12,916,917
5,531
797
FOR
AGAINST
ABSTAIN
3. Adjournment Proposal
12,905,738
9,869
7,638
For purposes of the Company Proposals, abstentions and the failure to vote were not votes cast and, accordingly, had no
effect on the outcome of such proposals. Further, broker non-votes were not applicable given the nature of the proposals above, as
discussed in the Proxy Statement.
Tamboran Resources Corporation published this content on March 04, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 04, 2026 at 21:46 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]