Tamboran Resources (TBN) Proxy Filing summary

Executive summary

• A special meeting is scheduled for March 3, 2026, to vote on a proposed business combination where all subsidiaries of Falcon Oil & Gas Ltd. will be acquired in exchange for 6,537,503 shares of common stock and $23.7 million in cash, with Falcon shareholders expected to own about 22.4% of the combined company post-transaction.

• The arrangement is structured as a Canadian plan of arrangement, requiring approvals from Tamboran and Falcon shareholders, the Supreme Court of British Columbia, the TSXV, and regulatory authorities in Hungary.

• The transaction is expected to close in the first quarter of 2026, subject to satisfaction of all closing conditions.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) approval of the stock issuance to Falcon and Falcon Australia minority holders, (2) approval under ASX Listing Rule 7.1 for the stock issuance, and (3) adjournment of the meeting if more time is needed to solicit votes.

• The board unanimously recommends voting “FOR” all proposals.

• Approval of the stock issuance proposal is required for the transaction to proceed.

Board of directors and corporate governance

• The current board and management of Tamboran will remain in place following the arrangement.

• No changes to the board or executive officers are planned as a result of the transaction.