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TAMBORAN RESOURCES CORPORATION Proxy Solicitation & Information Statement 2022

Jan 13, 2022

65898_rns_2022-01-13_228e94f6-bd3a-49ca-b8e9-05c737752182.pdf

Proxy Solicitation & Information Statement

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NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Tamboran Resources Limited (ASX:TBN) will be held on Tuesday 15 February 2022 at 10.00 am (AEDT) as a virtual meeting.

Consistent with regulatory relief in response to the COVID-19 pandemic, the Company will not be dispatching physical copies of the Notice of Meeting. Instead, the Notice of General Meeting and accompanying explanatory statement (Meeting Materials) are being made available to shareholders electronically.

This means that:

  • You can access the Meeting Materials online at the Company’s website https://www.tamboran.com or at our share registry’s website www.InvestorServe.com.au by logging in and selecting Company Announcements from the main menu.

  • A complete copy of the Meeting Materials has been posted to the Company’s ASX Market announcements page.

  • If you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting Materials and the proxy form.

If you would like to receive electronic communications from the Company in the future, please update your communication elections online at www.InvestorServe.com.au. If you have not yet registered, you will need your shareholder information including SRN/HIN details.

We thank you for your continued support of the Company. In the meantime, should you have any queries regarding your holding, or the upcoming General Meeting, please contact our share registry Boardroom Pty Limited on [email protected] or 1300 737 760 (within Australia) or +61 2 9290 9600 (Outside Australia) between 8:30am and 5:30pm (AEST) Monday to Friday, to arrange a copy.

Yours sincerely,

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Joanna Morbey [email protected] Company Secretary 11 January 2022

Tamboran Resources Limited ABN 28 135 299 062 110-112 The Corso, Manly NSW 2095

Telephone +61 (2) 8330-6626

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Notice of General Meeting

Tamboran Resources Limited ACN 135 299 062

Notice is given that a General Meeting ( GM ) of Shareholders of Tamboran Resources Limited (the Company ) will be held at 10:00am (Sydney time) on Tuesday, 15 February 2022. The meeting is to be held as a virtual meeting, which will be conducted via an online platform provided by the Company’s share registrar, Boardroom. Details on how to attend the Meeting, vote and submit questions during the Meeting are outlined in this Notice.

The Explanatory Memorandum to this Notice provides additional information on the one resolution to be considered at the General Meeting. The Explanatory Memorandum and the proxy form part of this Notice. Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in the Definitions section of the Explanatory Memorandum.

This Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Business of the General Meeting

1. Refresh the Company’s 15% placement capacity under the ASX Listing Rules

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That for all purposes, including ASX Listing Rule 7.4, shareholders approve the issue of 94,498,961 ordinary shares under the $35 million equity placement issued on 29 November 2021 ( Placement ) on the terms summarised in the Explanatory Memorandum accompanying this Notice of Meeting.

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

  • a person who participated in the issue; or

  • any Associate of that person or those persons.

  • However, this does not apply to a vote cast in favour of this Resolution by:

  • (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or

  • (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or

  • (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • i the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

  • ii the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

By Order of the Board

Ms. Joanna Morbey Company Secretary 11 January 2022

Notes and voting instructions

Action to be taken by Shareholders and how to vote

Shareholders should read the Notice and the Explanatory Memorandum carefully before deciding how to vote on the resolution.

Shareholders can vote in one of two ways:

  • (a) by attending the GM virtually via the Lumi platform and voting in person or by attorney, or in the case of corporate members, by corporate representatives; or

  • (b) by appointing a proxy to attend the GM and vote on their behalf by using a proxy form enclosed with this Notice.

Voting in person or by attorney

Join at https://web.lumiagm.com/323450135 using any web browser on a computer, tablet or smartphone device (using the latest version of Chrome, Safari, Internet Explorer 11, Edge or Firefox) ( Lumi Website ).

For further information on how to participate in, and vote at, the GM, please refer to the Virtual Meeting User Guide appended to this Notice of Meeting and available at: www.investorserve.com.au under Company Announcements.

Online registration will open at 9:00 am (Sydney Time) on 15 February 2022.

Shareholders / Proxies

Shareholders and proxies will need to use the following details when accessing the Lumi website:

Username: Your Voter Access Code ( VAC ) as shown on your Direct Voting / Proxy Form*

Password: Australian Residents: Postcode of the registered holding Overseas Residents: The three-character country code which can be found on page 4 of the Virtual Meeting User Guide appended to this Notice of Meeting and available at www.investorserve.com.au under Company Announcements.

Proxies

This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the GM or, if they are unable to attend in person, sign and return the proxy form to the Company in accordance with the instructions thereon. Lodgment of a proxy form will not preclude a Shareholder from attending and voting at the GM in person.

Please note that:

  • (a) a member of the Company entitled to attend and vote at the GM is entitled to appoint a proxy;

  • (b) a proxy need not be a member of the Company; and

  • (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

A Shareholder can direct its proxy to vote for, against or abstain from voting on resolution 1 by marking the appropriate box on the proxy form for each of those items of business.

Shareholders who complete and return their proxy form but do not nominate the identity of the proxy will be taken to have appointed the Chairman of the GM as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the GM, the Chairman will act in place of the nominated proxy. In each case, the Chairman will vote in accordance with any voting directions specified

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by the member in the proxy form. Undirected proxies will be voted in accordance with the Chairman’s voting intentions (see Undirected Proxies below).

The proxy form provides further details on appointing proxies and lodging proxy forms.

Undirected Proxies

If you appoint the Chairman as your proxy (including by default) and you do not specify how the proxy is to vote, you expressly authorise the Chairman to cast your vote “for” each item of business.

The Chairman intends to vote all undirected proxies in favour of the Resolution on the agenda for the meeting.

Entitlement to vote

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered as Shareholders on Sunday, 13 February 2022 at 7.00pm (Sydney time).

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Explanatory Memorandum

Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the GM to be held virtually via the Lumi platform at https://web.lumiagm.com/323450135 on Tuesday, 15 February 2022 at 10.00am (Sydney time).

This Explanatory Memorandum should be read in conjunction with, and forms part of, the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the resolution set out in the Notice.

Resolution 1 – Refresh the Company’s 15% placement capacity under the ASX Listing Rules

The Company has completed an equity institutional and private placement and raised $35 million through the issue to professional and sophisticated investors of 94,498,961 ordinary shares. The Placement shares were issued on 29 November 2021 at a price of $0.37 per Share. The announcement of the placement was made to the ASX on 23 November 2021 in an announcement titled “Tamboran Secures Strategic US Investor through $35 million Placement”.

The proceeds of the Placement have been or will be used to fund the development of the Company’s wholly owned tenement, EP 136, in the Beetaloo Sub-Basin in the Northern Territory, including:

  • (a) purchasing long-lead capital items;

  • (b) accelerating the exploration plans in the CY2022 drilling season; and

  • (c) ongoing working capital.

Reason for seeking approval

ASX Listing Rule 7.1 imposes a limit on the number of equity securities that a listed company can issue or agree to issue in any 12 month period without shareholder approval ( 15% placement capacity ) where an exemption to the rule does not apply. Under ASX Listing Rule 7.4, an issue of any equity securities may be treated as having been made with approval under ASX Listing Rule 7.1 if the issue did not otherwise breach ASX Listing Rule 7.1 and Shareholders subsequently approve it.

The Placement was within the limits of the Company’s placement capacity and therefore did not require shareholder approval to proceed. The purpose of Resolution 1 is to refresh the Company’s 15% placement capacity so that its capacity would be the same as if the Placement had proceeded with Shareholder approval. If Shareholders ratify the Placement, these securities will no longer be counted towards the Company’s 15% placement capacity and the Company will have greater flexibility as to how it manages its future capital requirements. Notwithstanding any approval by Shareholders of the proposed Resolution 1, any future equity issuances will remain subject to the 15% placement capacity under ASX Listing Rule 7.1 unless an exemption applies.

If the Resolution is passed, the 94,498,961 Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the issue date.

If the Resolution is not passed, the 94,498,961 Shares will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the issue date.

Specific Information Required by Listing Rule 7.5

For the purposes of Listing Rule 7.5 information regarding resolution 1 is provided as follows:

  • (a) 94,498,961 Shares were issued by the Company on 29 November 2021 and quoted on ASX on 30 November 2021 ( Placement Shares );

  • (b) the Placement Shares were issued to professional and sophisticated investors (comprised of existing Shareholders and new institutional and private investors). None of the investors were related parties of the Company. MST Financial acted as sole Lead Manager and Bookrunner to the Placement. For the avoidance of doubt, none of the recipients were issued more than 1% of

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the Company’s current issued capital who were a member of the key management personnel, a substantial holder of the entity, an adviser of the Company or an associate of any of these persons;

  • (c) the Placement Shares are fully paid ordinary shares of the Company ranking equally with all other fully paid ordinary shares of the Company;

  • (d) the Placement Shares were issued at $0.37 each;

  • (e) the funds raised from the issue of the Placement Shares have been or will be used by the Company to advance work at EP136 and for general corporate and working capital purposes; and

  • (f) a voting exclusion statement is included in the Notice.

Recommendation

The Board unanimously recommend that Shareholders vote in favour the Resolution.

The Chair of the General Meeting intends to vote all available undirected proxies in favour the Resolution.

Definitions

$ means Australian Dollars.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

Board means the board of Directors.

Chairman means the chairman of this GM.

Company means Tamboran Resources Limited ACN 135 299 062

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

General Meeting means the Company’s general meeting of shareholders set down for 15 February 2022.

Listing Rules means the listing rules of ASX.

Notice means this notice of meeting.

Placement Shares means the 94,498,961 Shares were issued by the Company on 29 November 2021 and quoted on the ASX on 30 November 2021.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

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VIRTUAL MEETING USER GUIDE – 2022 GM

Attending the AGM virtually

If you choose to participate online, you will be able to view a live webcast of the meeting, ask questions and submit your votes in real time.

To access the meeting:

Visit web.lumiagm.com/323450135 on your computer, tablet or smartphone. You will need the latest version of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.

Meeting ID: 323-450-135

To login you must have your Voting Access Code (VAC) and Postcode or Country Code

The website will be open and available for log in from 9:00 am (Sydney time), 15 February 2022

Using the Lumi AGM platform:

ACCESS

The 1[st] page of the platform will ask in what capacity you are joining the meeting.

Shareholders or appointed proxies should select

“Shareholder or Proxyholder”

Guests should select “Guest”

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CREDENTIALS

Shareholders/Proxys

Your username is your Voting Access Code and your password is your Postcode or Country Code , or, for Non-Australian residents, your 3-letter country code.

Proxy holders should obtain their log in credentials from the registrar by calling 1300 737 760 within Australia or +61 2 9290 9600 from outside Australia.

Voting Access Code (VAC) Postcode or Country Code

Guests

Please enter your name and email address to be admitted into the meeting.

Please note, guests will not be able to ask questions or vote at the meeting .

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NAVIGATION

Once successfully authenticated, the home page will appear. You can view meeting instructions, ask questions and watch the webcast.

If viewing on a computer the webcast will appear at the side automatically once the meeting has started.

On a mobile device, select the broadcast icon at the bottom of the screen to watch the webcast.

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During the meeting, mobile users can minimise the webcast at any time by selecting the arrow by the broadcast icon. You will still be able to hear the meeting. Selecting the broadcast icon again will reopen the webcast.

VOTING

The Chair will open voting on all resolutions at the start of the meeting. Once voting has opened, the voting tab will appear on the navigation bar.

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Selecting this tab will open a list of all resolutions and their voting options.

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Desktop / Laptop users can watch the webcast full screen, by selecting the full screen icon.

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To reduce the webcast to its original size, select the X at the top of the broadcast window.

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To vote, simply select your voting direction from the options displayed on screen. Your selection will change colour and a confirmation message will appear.

To change your vote, simply select another option. If you wish to cancel your vote, please press cancel.

There is no need to press a submit or send button. Your vote is automatically counted.

Voting can be performed at any time during the meeting until the Chair closes the poll.

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QUESTIONS

Any shareholder or appointed proxy is eligible to ask questions.

If you would like to ask a question. Select the messaging tab.

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Messages can be submitted at any time from the start of the meeting, up until the Chair closes the Q&A session.

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Received
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Select the “Ask a Question” box and type in your message.

Once you are happy with your message, select the send icon.

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Questions sent via the Lumi platform may be moderated before being sent to the Chair. This is to avoid repetition and remove any inappropriate language.

Asking Audio Questions

If you are a shareholder or proxy you can ask a verbal question. Dial by your location below: +61 7 3185 3730 Australia +61 8 6119 3900 Australia +61 8 7150 1149 Australia +61 2 8015 6011 Australia +61 3 7018 2005 Australia

Find your local number: https://boardroommedia.zoom.us/u/acqWmpYciu

Once dialled in you will be asked to enter a meeting ID. Please ensure your webcast is muted before joining the call.

You will be asked for a participant pin however simply press # to join the meeting. You will be muted upon entry. To ask a question press 9 to signal the moderator. Once your question has been answered your line will be muted. Feel free to either hang up or stay on the line. For additional questions press 9 to signal the operator.

Meeting ID: 323-450-135

To login you must have your Voting Access Code (VAC) and Postcode or Country Code

The website will be open and available for log in from 9:00 am (Sydney time), 15 February 2022

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Country Codes

For overseas shareholders, select your country code from the list below and enter it into the password field.

ABWAruba
AFGAfghanistan
AGOAngola
AIA
Anguilla
ALA
Aland Islands
ALB
Albania
ANDAndorra
ANTNetherlands Antilles
ARE
United Arab Emirates
ARG Argentina
ARM Armenia
ASMAmerican Samoa
ATA
Antarctica
ATF
French Southern
ATGAntigua & Barbuda
AUSAustralia
AUT
Austria
AZE
Azerbaijan
BDI
Burundi
BEL
Belgium
BENBenin
BFA
Burkina Faso
BGDBangladesh
BGR Bulgaria
BHRBahrain
BHS
Bahamas
~~BIH~~
Bosnia & Herzegovina
BLM
St Barthelemy
BLR
Belarus
BLZ
Belize
BMU Bermuda
BOLBolivia
BRA
Brazil
BRBBarbados
BRN
Brunei Darussalam
BTN
Bhutan
BURBurma
BVT
Bouvet Island
BWABotswana
CAF
Central African Republic
CANCanada
CCKCocos (Keeling) Islands
CHESwitzerland
CHL
Chile
CHNChina
~~CIV~~
~~Cote D’ivoire~~
CMRCameroon
CODDemocratic Republic of
Congo
COK
Cook Islands
COLColombia
COMComoros
CPV
Cape Verde
CRI
Costa Rica
CUBCuba
CYMCayman Islands
CYP
Cyprus
CXR~~Christmas Island~~
CZE~~Czech Republic~~
DEU~~Germany~~
DJI
Djibouti
DMA~~Dominica~~
DNKDenmark
DOMDominican Republic
DZAAlgeria
ECUEcuador
EGY
Egypt
ERI
Eritrea
ESH
Western Sahara
ESP
Spain
EST
Estonia
ETH
Ethiopia
FIN
Finland
FJI
Fiji
FLK
Falkland Islands (Malvinas)
FRA
France
FROFaroe Islands
FSMMicronesia
GAB Gabon
GBR United Kingdom
GEOGeorgia
GGY Guernsey
GHAGhana
GIB
Gibraltar
GIN
Guinea
GLP
Guadeloupe
GMBGambia
GNBGuinea-Bissau
GNQEquatorial Guinea
GRCGreece
GRDGrenada
GRL
Greenland
GTMGuatemala
GUFFrench Guiana
GUMGuam
GUY Guyana
HKG Hong Kong
HMDHeard & Mcdonald Islands
HNDHonduras
HRV
Croatia
HTI
Haiti
HUNHungary
IDN
Indonesia
~~IMN~~
Is~~l~~e O~~f~~Man
~~IND~~
~~India~~
IOT
British Indian Ocean Territory
IRL
Ireland
IRN
Iran Islamic Republic of
IRQ
Iraq
~~ISM~~
Isle of Man
ISL
Iceland
ISR
Israel
ITA
Italy
JAM
Jamaica
~~JEY~~
~~Jersey~~
JOR
Jordan
~~JPN~~
~~Japan~~
KAZKazakhstan
KENKenya
KGZKyrgyzstan
KHMCambodia
KIR
Kiribati
KNA~~S~~t~~Ki~~tts~~A~~n~~d~~ ~~N~~ev~~i~~s
KOR Korea Republic of
KWTKuwait
LAOLaos
LBN
Lebanon
LBR
Liberia
LBY
Libyan Arab Jamahiriya
LCA
St Lucia
LIE
Liechtenstein
LKA
Sri Lanka
LSO
Lesotho
LTU
Lithuania
LUX
Luxembourg
LVA
Latvia
MACMacao
MAFSt Martin
MARMorocco
MCOMonaco
MDARepublic Of Moldova
MDGMadagascar
MDVMaldives
MEXMexico
MHLMarshall Islands
MKDMacedonia Former Yugoslav
Rep
MLI
Mali
MLT
Mauritania
MMRMyanmar
MNEMontenegro
MNGMongolia
MNPNorthern Mariana Islands
MOZMozambique
MRT
Mauritania
MSR
Montserrat
MTQMartinique
MUSMauritius
MWIMalawi
MYS
Malaysia
MYT
Mayotte
NAMNamibia
NCL
New Caledonia
NERNiger
NFK
Norfolk Island
NGANigeria
NIC
Nicaragua
NIU
Niue
NLDNetherlands
NORNorway Montenegro
NPL
Nepal
NRUNauru
NZL
New Zealand
OMNOman
PAK
Pakistan
PANPanama
PCNPitcairn Islands
PER
Peru
PHL
Philippines
PLWPalau
PNGPapua New Guinea
POL
Poland
PRI
Puerto Rico
PRK
Korea Dem Peoples Republic
of
~~PRT~~
~~Portugal~~
PRY
Paraguay
PSE
Palestinian Territory
Occupied
PYF
French Polynesia
QATQatar
REU
Reunion
ROURomania
RUS
Russian Federation
RWARwanda
SAU
Saudi Arabia Kingdom Of
SDNSudan
SEN
Senegal
SGPSingapore
SGS
Sth Georgia & Sth Sandwich
Isl
SHNSt Helena
SJM
Svalbard & Jan Mayen

SLB
Solomon Islands
SCGSerbia & Outlying
SLE
Sierra Leone

SLV
El Salvador
SMR San Marino
SOMSomalia
SPMSt Pierre And Miquelon
SRB
Serbia
STP
Sao Tome And Principe
SUR
Suriname
SVK
Slovakia
SVN
Slovenia
SWESweden
SWZSwaziland
SYC
Seychelles
SYR
Syrian Arab Republic

TCA
Turks & Caicos Islands
TCDChad
TGOTogo
THA
Thailand
TJK
Tajikistan
TKL
Tokelau
TKMTurkmenistan
TLS
Timor-Leste
TMPEast Timor
TONTonga
TTO
Trinidad & Tobago
TUNTunisia

TUR
Turkey

TUV
Tuvalu
TWNTaiwan
TZA
Tanzania United Republic of
UGAUganda
UKRUkraine
UMI
United States Minor

URY
Uruguay
USAUnited States of America
UZB
Uzbekistan
VNMVietnam
VUT
Vanuatu
WLFWallis & Futuna
WSMSamoa
YEMYemen
YMDYemen Democratic
YUGYugoslavia Socialist Fed Rep
ZAF
South Africa
ZAR
Zaire
ZMBZambia
ZWEZimbabwe

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All Correspondence to:

By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia  By Fax: +61 2 9290 9655  Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 10:00am (AEDT) on Sunday, 13 February 2022.

TO VOTE ONLINE

STEP 1: VISIT https://www.votingonline.com.au/tamborangm2022 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

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BY SMARTPHONE

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Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 10:00am (AEDT) on Sunday 13 February 2022. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

Online https://www.votingonline.com.au/tamborangm2022  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the Meeting

No physical attendance will be permitted. Refer to the Notice of Meeting for instructions on attending the virtual meeting.

Tamboran Resources Limited ABN 28 135 299 062

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Tamboran Resources Limited and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the General Meeting of the Company to be held as a virtual meeting via https://web.lumiagm.com/323450135 on Tuesday, 15 February 2022 at 10:00am (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

The Chair of the Meeting intends to vote undirected proxies in favour of the item of business. If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on the item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution 1 Refresh the Company’s 15% placement capacity under the ASX Listing Rules

STEP 3 SIGNATURE OF SECURITYHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1

Securityholder 2 Securityholder 3

Sole Director and Sole Company Secretary Director

Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2022