Good morning, everyone. Welcome to the Tamboran Resources Corporation special meeting of stockholders. I'd now like to turn the meeting over to Dick Stoneburner, Chairman of the Board of Directors. Please go ahead.
Good morning, ladies and gentlemen. It's a pleasure to welcome you to the special meeting of stockholders of Tamboran Resources Corporation. I am Dick Stoneburner, chairman of the board of directors. I personally want to acknowledge the traditional owners of the land on which we work and operate. We recognize their continuing connection to land and pay our respects to their elders, past, present, and emerging. With those introductory remarks complete, the meeting will now come to order. An agenda that outlines the order of business for the meeting has been made available through the online virtual meeting portal.
You have been cordially invited to virtually attend the meeting for the purpose of considering and voting upon the following proposals. Collectively, the proposals. One, approval of the issuance of 6,537,503 shares of common stock to Falcon Oil & Gas Ltd., which we will refer to as Falcon. In connection with Tamboran's acquisition of all of Falcon's subsidiaries, pursuant to a plan of arrangement, which we'll refer to as the arrangement, and the issuance of up to an aggregate of 147,508 shares of common stock to the shareholders of Falcon Oil & Gas Australia Limited, which we'll refer to as Falcon Australia. Other than Falcon in exchange for the remaining 1.9% of the issued and outstanding equity interests of Falcon Australia.
Two, approval for purposes of ASX Listing Rule 7.1 and for all other purposes of the issuance of 6,537,503 shares of common stock to Falcon in connection with the arrangement and the issuance of up to an aggregate of 147,508 shares of common stock to the shareholders of Falcon Australia other than Falcon in exchange for the remaining 1.9% of the issued and outstanding equity interest of Falcon Australia. Three, approval of the adjournment or postponement of the meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve the stock issuance proposal. I would like to begin the meeting by introducing the current member of the board of directors who have dialed into the webcast.
Joining me today are Fredrick Barrett, Patrick Elliott, Andrew Robb, David Siegel, Ryan Dalton, Jeffrey Bellman, Scott Sheffield, and Phillip Pace. We also have members of the company's executive management team in attendance. We make specific mention of Todd Abbott, our recent, recently appointed CEO, along with our COO, Faron Thibodeaux, CFO, Eric Dyer, and Vice President of Investor Relations, Chris Morbey. Holders of common stock are welcome to submit questions where indicated in the online portal, and management will look to respond to your questions as appropriate or at a later date. I will also ask the Company Secretary to read out any questions received.
No questions received, Chair.
Thank you. If no further questions, we will now move to the resolutions to be considered at this meeting as set out in the notice of meeting. Rohan Vardaro, our Corporate Secretary, will serve as secretary of the meeting and will record the proceedings, and I will serve as chair of the meeting. At this time, I would like to ask Rohan if proxy materials of the special meeting have been sent out to all stockholders entitled to vote at this meeting.
Thank you. Good morning. Yes, I have here an affidavit from an authorized representative of Broadridge Financial Solutions, Inc., duly signed on 18 February 2026, which states that proxy materials were mailed to stockholders of record at the close of business on 28 January 2026. Stockholders were provided electronic access to our proxy statement, proxy card, and other material necessary to vote at this meeting and could request hard copies of the documentation as outlined in our notice. This affidavit will be filed with the minutes of this meeting.
The affidavit is accepted. Rohan Vardaro will now discuss the procedures for transacting the business of the meeting.
This meeting is being hosted live via a virtual stockholder meeting room. A copy of the agenda for the meeting is available through the online virtual meeting portal, and the meeting will take place as described in the agenda. Guidelines for the conduct of the meeting have also been made available through the online virtual meeting portal. Any stockholder entitled to vote may vote while connected to the meeting room using the Vote Here tab through the virtual meeting portal. Any ballot not received when called for will not be counted. You will have an opportunity to vote when the polls are opened later in the meeting. Although, if you have already submitted your vote by proxy, you need not vote again. We will announce the initial results of the report of the Inspectors of Election when the voting is complete.
An authorized representative of American Election Services, LLC is in attendance today and has been appointed to serve as the Inspector of Election for this meeting. He has signed an oath to act as the Inspector of Election. This oath will be filed with the minutes of this meeting. The inspector has the registered stockholder list of the company at the close of business on Friday, 23 January 2026, the record date of the meeting, which shows the registered stockholders and their respective number of shares entitled to vote at this meeting. This list was made available for examination by stockholders at the company's corporate offices and will be filed with the minutes of this meeting. Will the secretary now report the number of shares, beneficial and registered, represented at this meeting?
Out of the total number of shares of common stock outstanding as of the record date and entitled to vote at this meeting, there are present or represented by proxy, not less than the majority in voting power of the outstanding shares of common stock entitled to vote at this meeting.
A quorum is present at the meeting. I declare the meeting duly and lawfully convened. The meeting is now open and ready for business. Since no stockholder nominations or proposals were properly filed in advance of this meeting, as provided for in the bylaws, the business of the meeting is limited to the three matters stated in the proxy materials. Please feel free to read the compliance statement at your leisure.
The first item of business is proposal number one, the approval of the issuance of 6,537,503 shares of common stock to Falcon in connection with the arrangement and the issuance of up to an aggregate of 147,508 shares of common stock to the shareholders of Falcon Australia, other than Falcon, in exchange for the remaining 1.9% of the issued and outstanding equity interests of Falcon Australia. The board of directors of the company recommends that stockholders vote for this proposal.
The next item of business is proposal number two, the approval for the purposes of ASX Listing Rule 7.1 and for all other purposes, the issuance of 6,537,503 shares of common stock to Falcon in connection with the arrangement and the issuance of up to an aggregate of 147,508 shares of common stock to the shareholders of Falcon Australia, other than Falcon, in exchange for the remaining 1.9% of the issued and outstanding equity interests of Falcon Australia. The board of directors of the company recommends that stockholders vote for this proposal.
The next item of business is proposal number three, approval of the adjournment or postponement of the special Meeting of Stockholders, if necessary or appropriate, including to solicit additional proxies or if there are not sufficient votes to approve the stock issuance proposal. The board of directors recommends that stockholders vote for this proposal. If you are a holder of CDIs, in accordance with your voting instructions, you should have previously submitted your voting instructions to Boardroom Limited no later than 5:00 P.M.
US Central Time on Sunday, 1st March 2026, or 10:00 A.M. Australia Eastern Daylight Time on Monday, 2nd March 2026. I would like again to express my sincere appreciation to the stockholders who attended this meeting and those who submitted their proxies. I understand that the preliminary report of the Inspector of Election has been delivered to the company. Inspector, will you please announce the results of the stockholders vote?
Thank you, Mr. Chairman. My preliminary report indicates that at least the majority of the outstanding shares present via the virtual meeting room or represented by proxy and entitled to vote, voted in favor of proposals one and two. That is all for the preliminary report of the Inspector, Mr. Chairman.
Thank you. I am pleased to announce the following based on the preliminary results. Since the number of votes in favor of approval of proposals one and two represents more than a majority of the outstanding shares present via the virtual stockholder meeting room or represented by proxy and entitled to vote, I am pleased to announce that the issuance of 6,537,503 shares of common stock to Falcon in connection with the arrangement and the issuance of up to an aggregate of 147,508 shares of common stock to the shareholders of Falcon Australia, other than Falcon, in exchange for the remaining 1.9% of the issued and outstanding equity interests of Falcon Australia has been approved.
For purposes of ASX Listing Rule 7.1, and for all other purposes, issuance of 6,537,503 shares of common stock to Falcon in connection with the arrangement and the issuance of up to an aggregate of 147,508 shares of common stock to the shareholders of Falcon Australia, other than Falcon, in exchange for the remaining 1.9% of the issued and outstanding equity interests of Falcon Australia has been approved. I hereby request that the final re-report of the Inspector of Election be filed with the minutes of this meeting.
Because the stock issuance proposals were approved by the 10 board stockholders, I will not call a vote on the proposal to approve the adjournment of this meeting to solicit additional proxies. This concludes the formal matters to be acted upon at this special meeting. The results of the polling will be disclosed on the NYSE and ASX as required. Once again, I wish to thank you for your participation. Operator, you may now disconnect the meeting.
Certainly. That concludes our meeting today. Thank you for joining.