8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 12, 2016

LYNDEN ENERGY CORP.

(Exact name of registrant as specified in its charter)

British Columbia	000-55301
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
Suite 500 666 Burrard Street Vancouver, British Columbia		V6C 3P6
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (604) 629-2991

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 12, 2016, at a special meeting (the “Special Meeting”) of the securityholders of Lynden Energy Corp. (“Lynden” or the “Company”), Lynden’s securityholders approved a special resolution (the “Arrangement Resolution”) in respect of the proposed arrangement with Earthstone Energy, Inc. (“Earthstone”), pursuant to which a wholly-owned subsidiary of Earthstone (“Earthstone Acquisition”) will acquire all of the outstanding shares of common stock of Lynden, and Earthstone Acquisition and Lynden will amalgamate with Lynden surviving the amalgamation as a wholly-owned subsidiary of Earthstone (the “Arrangement”) as part of a plan of arrangement (the “Plan of Arrangement”).

The approval of the Arrangement required the affirmative vote of at least two-thirds of the votes cast on the Arrangement Resolution by Lynden shareholders and optionholders present in person or represented by proxy and entitled to vote at the Special Meeting voting as one class. The proposal to approve any motion to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies was not submitted for a vote.

Set forth below are the number of votes cast for and against the Arrangement Resolution and the number of abstentions. No shareholders of Lynden exercised dissent rights provided under the Plan of Arrangement.

Proposal 1: To approve a special resolution in respect of the Arrangement, a copy of which is attached as Annex A to Lynden’s joint proxy and information statement/circular filed with the Securities and Exchange Commission on April 1, 2016.

Votes For	Votes Against	Abstentions
69,339,871	154,490	41,095

Item 8.01 Other Items.

On May 12, 2016, the Company issued a press release announcing the results of the Special Meeting, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release of Lynden Energy Corp. dated May 12, 2016

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LYNDEN ENERGY CORP.
By:	/s/ Colin Watt
	Colin Watt
	President, Chief Executive Officer, Corporate Secretary and Director

Dated: May 12, 2016

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of Lynden Energy Corp. dated May 12, 2016

4

EX-99.1

Exhibit 99.1

Lynden Energy Corp.’s Securityholders Approve Arrangement with Earthstone Energy, Inc.

VANCOUVER — May 12, 2016 — Lynden Energy Corp. (TSXV: LVL) (“Lynden”) today announced that its securityholders approved the proposal relating to the previously announced arrangement agreement entered into on December 16, 2015, as amended, with Earthstone Energy, Inc. (“Earthstone”) and a wholly-owned subsidiary of Earthstone (“Earthstone Acquisition”) pursuant to which Earthstone Acquisition will acquire all of the outstanding common stock of Lynden, and Earthstone Acquisition and Lynden will amalgamate to continue as one corporate entity with Lynden surviving the amalgamation as a wholly-owned subsidiary of Earthstone (the “Arrangement”). At the special meeting, Lynden securityholders voted on and approved a resolution with respect to the Arrangement. The special meeting was held on May 12, 2016.

The Arrangement resolution was approved by shareholders holding 99.7% of the outstanding common shares voting in person or by proxy at the special meeting and by securityholders holding 99.72% of common shares and options, voting together as a class, present in person or by proxy at the special meeting.

An application will be made for a final order of the Supreme Court of British Columbia for approval of the Arrangement on May 13, 2016.

About Lynden Energy Corp.

Lynden Energy Corp. is in the business of acquiring, exploring and developing petroleum and natural gas rights and properties. Lynden has various working interests in the Midland Basin and Eastern Shelf of the Permian Basin, West Texas, USA.

Further information relating to Lynden is also available on its website at www.lyndenenergy.com.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements that are not strictly historical statements constitute forward-looking statements and may often, but not always, be identified by the use of such words such as “expects,” “believes,” “intends,” “anticipates,” “plans,” “estimates,” “potential,” “possible,” or “probable” or statements that certain actions, events or results “may,” “will,” “should,” or “could” be taken, occur or be achieved. The forward-looking statements include statements about the expected benefits of the proposed Arrangement to Earthstone and Lynden and their stockholders, the anticipated completion of the proposed Arrangement or the timing thereof, the expected future reserves, production, financial position, business strategy, revenues, earnings, costs, capital expenditures and debt levels of the combined company, and plans and objectives of management for future operations. Forward-looking statements are based on current expectations and assumptions and analyses made by Earthstone, Lynden and their management in light of experience and perception of historical trends, current conditions and expected future developments, as well as other factors appropriate under the circumstances. However, whether actual results and developments will conform to expectations is subject to a number of material risks and uncertainties, including but not limited to: the ability to obtain court and regulatory approvals of the proposed Arrangement; the ability to complete the proposed Arrangement on anticipated terms and timetable; Earthstone’s and Lynden’s ability to

integrate successfully after the Arrangement and achieve anticipated benefits from it; the possibility that various closing conditions for the Arrangement may not be satisfied or waived; risks relating to any unforeseen liabilities of Earthstone or Lynden; declines in oil, natural gas liquids or natural gas prices; the level of success in exploration, development and production activities; adverse weather conditions that may negatively impact development or production activities; the timing of exploration and development expenditures; inaccuracies of reserve estimates or assumptions underlying them; revisions to reserve estimates as a result of changes in commodity prices; impacts to financial statements as a result of impairment write-downs; risks related to level of indebtedness and periodic redeterminations of the borrowing base under Earthstone’s credit agreement; Earthstone’s ability to generate sufficient cash flows from operations to meet the internally funded portion of its capital expenditures budget; Earthstone’s ability to obtain external capital to finance exploration and development operations and acquisitions; the ability to successfully complete potential asset dispositions and the risks related thereto; the impacts of hedging on results of operations; uninsured or underinsured losses resulting from oil and natural gas operations; Earthstone’s ability to replace oil and natural gas reserves; any loss of senior management or technical personnel; and risks arising out of hedging transactions. Earthstone’s annual report on Form 10-K (as amended by Amendment No. 1 on Form 10-K/A) for the year ended December 31, 2015, quarterly reports on Form 10-Q, recent current reports on Form 8-K, and other Securities and Exchange Commission (“SEC”) filings discuss some of the important risk factors identified that may affect Earthstone’s business, results of operations, and financial condition. Lynden’s annual report on Form 10-K for the year ended June 30, 2015, quarterly reports on Form 10-Q, recent current reports on Form 8-K, and other SEC filings discuss some of the important risk factors identified that may affect Lynden’s business, results of operations, and financial condition. Earthstone and Lynden undertake no obligation to revise or update publicly any forward-looking statements except as required by law.

For further information, please contact:

Mr. Colin Watt, CEO and President, Lynden Energy Corp. +1-604-629-2991

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.