Tamboran Resources (TBN) Proxy Filing summary

Executive summary

• A proposed arrangement will see the acquisition of all equity interests in Falcon's subsidiaries by two wholly owned subsidiaries, in exchange for 6,537,503 shares of common stock and $23.7 million in cash, with Falcon shareholders to own about 23.7% of the combined company post-transaction.

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

• If the arrangement is completed, Australia Sub will compulsorily acquire the remaining 1.9% of Falcon Australia, with minority holders able to elect cash or up to 147,508 shares of common stock.

• The arrangement is expected to close in the first quarter of 2026, with Falcon shares to be delisted from TSXV and AIM upon completion.

Voting matters and shareholder proposals

• Stockholders are asked to 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 special meeting if more time is needed to solicit proxies.

• Approval of the stock issuance proposal is required for the arrangement to proceed; abstentions count as votes against, and broker non-votes have no effect.

• The board unanimously recommends voting FOR all proposals.

Board of directors and corporate governance

• The current board and management will remain in place following the arrangement, holding office until successors are elected or appointed.

• No changes to board composition or governance structure are planned as a result of the transaction.