Tamboran Resources Corp

For the period ended Oct 30, 2026. Filed Oct 30, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Oct 30, 2026 · Filed Oct 30, 2026

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TBN$28.90+3.0%Stored close · as of Nov 6, 2026

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Contents

PROXY STATEMENT SUMMARY

This summary highlights certain information contained elsewhere in this Proxy Statement. This is only a summary, so please

refer to the full Proxy Statement and the Annual Report before you vote.

Annual Meeting Logistics

Voting Matters and Board Recommendations
Date and Time:	Thursday, November 19, 2026, at 4:00 p.m. Central time (being 9:00 a.m. AEDT on Friday, November 20, 2026)
Location:	Online only at www.virtualshareholdermeeting.com/TBN2026
Record Date:	October 7, 2026

Proposal	Matter	Board Recommendation
1	The election of the Company’s three Class III directors, being each of:(1) Richard Stoneburner (2)David Siegel(3)Phillip Pace	FOR each
2	Ratification of the appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027.	FOR
3	Ratification and approval, for the purposes of ASX Listing Rule 7.4 and for all other purposes, of the issue of 3,400,093 shares of Common Stock pursuant to the Company’s US Public Offering.	FOR
4	Approval of the issuance of: (1) up to 32,740 restricted stock units in the Company; and (2) up to 32,740 performance stock units in the Company under the Plan to Mr. Todd Abbott (or his nominee), on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.	FOR
5	Approval of the issue of restricted stock units in the Company under the Plan to acquire shares of Common Stock (which may be represented by shares of Common Stock) to Mr. Fred Barrett (or his nominee) in the value of US$300,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate a value of US$900,000) under the Plan, in lieu of the equivalent amount of director fees otherwise payable to him by the Company, on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.	FOR
6	Approval of the issue of restricted stock units in the Company under the Plan to acquire shares of Common Stock (which may be represented by shares of Common Stock or CDIs (as applicable)) to Mr. Patrick Elliott (or his nominee) in the value of US$300,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate a value of US$900,000) under the Plan, in lieu of the equivalent amount of director fees otherwise payable to him by the Company, on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.	FOR
7	Approval of the issue of restricted stock units in the Company under the Plan to acquire shares of Common Stock (which may be represented by shares of Common Stock) to Honorable Andrew Robb (or his nominee) in the value of US$300,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate a value of US$900,000) under the Plan, in lieu of the equivalent amount of director fees otherwise payable to him by the Company, on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.	FOR

8	Approval of the issue of restricted stock units in the Company under the Plan to acquire shares of Common Stock (which may be represented by shares of Common Stock) to Mr. David Siegel (or his nominee) in the value of US$300,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate a value of US$900,000) under the Plan, in lieu of the equivalent amount of director fees otherwise payable to him by the Company, on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.	FOR
9	Approval of the issue of restricted stock units in the Company under the Plan to acquire shares of Common Stock (which may be represented by shares of Common Stock) to Mr. Ryan Dalton (or his nominee) in the value of US$300,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate a value of US$900,000) under the Plan, in lieu of the equivalent amount of director fees otherwise payable to him by the Company, on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.	FOR
10	Approval of the issue of restricted stock units in the Company under the Plan to acquire shares of Common Stock (which may be represented by shares of Common Stock) to Mr. Jeff Bellman (or his nominee) in the value of US$300,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate a value of US$900,000) under the Plan, in lieu of the equivalent amount of director fees otherwise payable to him by the Company, on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.	FOR
11	Approval of the issue of restricted stock units in the Company under the Plan to acquire shares of Common Stock (which may be represented by shares of Common Stock) to Mr. Scott Sheffield (or his nominee) in the value of US$300,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate a value of US$900,000) under the Plan, in lieu of the equivalent amount of director fees otherwise payable to him by the Company, on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.	FOR
12	Approval of the issue of restricted stock units in the Company under the Plan to acquire shares of Common Stock (which may be represented by shares of Common Stock) to Mr. Phillip Pace (or his nominee) in the value of US$300,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate a value of US$900,000) under the Plan, in lieu of the equivalent amount of director fees otherwise payable to him by the Company, on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.	FOR
13	Approval of the issue of restricted stock units in the Company under the Plan to acquire shares of Common Stock (which may be represented by shares of Common Stock) to Mr. Richard Stoneburner (or his nominee) in the value of US$300,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate a value of US$900,000) under the Plan, in lieu of the equivalent amount of director fees otherwise payable to him by the Company, on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.	FOR
14	Approval, for the purposes of ASX Listing Rule 10.17 and the Company’s bylaws and for all other purposes, that the maximum aggregate annual cash fee pool from which the non-executive directors of the Company may be paid for their services as members of the Board be increased from US$2,000,000 per annum to US$2,700,000 per annum.	FOR
15	Approval of the ASX Limited’s grant to the Company of a waiver from ASX Listing Rule 7.1 to permit the Company to issue new securities without obtaining the approval of the Company’s stockholders under ASX Listing Rule 7.1, and otherwise on the terms and conditions summarized in this Proxy Statement.	FOR

Suite 01, Level 39, Tower One, International Towers Sydney

100 Barangaroo Avenue

Barangaroo NSW 2000

PROXY STATEMENT

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