ITEM 3.02 Unregistered Sales of Equity Securities. On June 2, 2022, June 3, 2022, June 8, 2022, and June 9, 2022, four holders of $8,250,000 in principal amount of Hallador Energy Company's (the "Company") 8.00% Senior Unsecured Convertible Notes due December 29, 2028 (the "Notes"), converted such Notes into 1,859,111 shares of common stock of the Company pursuant to the terms of the Notes and their related agreements. The June 9th, 2022 conversion, when aggregated with the previous conversions, exceeded 5% of the Company's outstanding common stock prior to the conversion. The Notes were originally privately issued in May 2022.

The shares of common stock issued upon conversion of the Notes were issued to the holders in reliance upon Section 4(a)(2) and/or Rule 506(b) of Regulation D of the Securities Act of 1933, as amended (the "Securities Act") and Section 3(a)(9) of the Securities Act. Each of the holders of the Notes that were converted represented that they were financially sophisticated, an accredited investor and that they acquired the securities for their own account for investment purposes. A legend will be notated on the shares of common stock issued in connection with the conversion that the shares have not been registered under the Securities Act and cannot be sold or otherwise transferred without registration or an exemption therefrom.

Of the four holders who converted Notes (i) two are entities separately controlled by David Lubar and Steven R. Hardie, both of whom are directors of the Company, (ii) one was a personal trust of Charles R. Wesley IV, another Company director and (iii) the final holder is an unrelated private equity firm.

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

On June 9, 2022, Hallador Energy Company held its annual meeting of shareholders in Terre Haute, Indiana. There was a total of 22,383,222 shares present at the meeting in person or by proxy, representing 72.70% of the total outstanding shares eligible to vote. The final results for each of the matters submitted to a vote of shareholders at the annual meeting are set forth below:

1. Each of the director nominees listed below was elected to serve for a one-year term expiring in 2023:



       Nominee           For     Withheld
Brent K. Bilsland     16,231,315  230,757
David C. Hardie       15,021,726 1,440,346
Steven R. Hardie      15,021,626 1,440,446
Bryan H. Lawrence     14,969,988 1,492,084
David J. Lubar        15,156,108 1,305,964
Charles R. Wesley, IV 14,492,538 1,969,534

2. Approved on an advisory basis the named executive compensation:

Votes "For" Votes "Against" Abstentions or Votes Withheld 15,570,203 592,778

                299,091

3. Vote on a non-binding advisory resolution regarding the frequency of the vote regarding the compensation of the Company's named executive officers .



 One Year  Two Year Three Year
15,898,208  25,906   477,100

4. Ratified Plante & Moran, PLLC, as our independent registered public accountant:

Votes "For" Votes "Against" Abstentions or Votes Withheld 22,335,058 6,137

                 42,027



                                       2

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Item 9.01 - Financial Statements and Exhibits

(d) Exhibits



Exhibit    Document Name
Number
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)

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