Highlights

Falcon Oil & Gas Ltd. (TSXV: FO, AIM: FOG) (Falcon) and Tamboran Resources Corporation (NYSE: TBN, ASX: TBN) (Tamboran) have entered into a definitive agreement to create an ~2.9 million net prospective acre business across the majority of the Beetaloo depocenter (Transaction).

The combination of Tamboran and Falcon is a logical consolidation of two leading Beetaloo Basin businesses and creates a company with a pro forma market capitalization of >US$500 million.

Under the Transaction, Tamboran will acquire Falcon via the acquisition of all its subsidiaries in exchange for 6,537,503 shares of Tamboran NYSE Common Stock and cash consideration of US$23.7 million.

On completion, Falcon will distribute Tamboran shares to eligible shareholders at an exchange ratio of 0.00687 shares of Tamboran NYSE Common Stock for each Falcon Common Stock. These shareholders are expected to own ~26.8% of the pro forma business.

The Transaction values Falcon’s subsidiaries at C$239 million (Stg£128 million), at an implied offer price of C$0.2154 (Stg£0.1152) per share. This reflects a 19.7% premium of the closing price of Falcon on the TSX on September 29, 2025 and a 53.2% premium to the 90-day traded VWAP.

The Transaction aims to strengthen Tamboran’s working interest in the Phase 2 Development Area to 80.62% ahead of the previously announced farmout process and creates further alignment with Daly Waters Energy, LP (DWE) across the entire EP 76, 98 and 117 acreage following completion of the previously announced checkerboard process.

The Transaction has been unanimously approved by the Board of Directors of Tamboran and Falcon.

The Transaction is expected to close by the first quarter of 2026, subject to satisfaction of closing conditions, including the approval by Falcon shareholders of the Transaction pursuant to Rule 15 of the AIM Rules for Companies and applicable Canadian corporate and securities laws and the approval by Tamboran stockholders of the issuance of the Tamboran Common Stock.

The Transaction will on completion result in Falcon ceasing to own all of its assets and business; accordingly, Falcon also intends to seek shareholder approval for the cancellation of its shares from trading on the AIM market of the London Stock Exchange and the TSX Venture Exchange (Cancellation), conditional on closing of the Transaction. Further details will be announced in due course.

The entities being acquired pursuant to the Transaction are Falcon’s wholly owned subsidiaries TXM Oil and Gas Exploration Kft., a Hungarian limited liability company; Falcon Oil & Gas Ireland Ltd., an Irish limited liability company; Falcon Oil & Gas Holdings Ireland Ltd., an Irish limited liability company; Falcon Exploration and Production South Africa (Pty) Ltd., a South African limited liability company and Falcon’s 98.1% majority owned subsidiary, Falcon Oil & Gas Australia Limited, an Australian limited liability company (the Subsidiaries). In the twelve months to 31 December 2024, the subsidiaries reported a loss for the year of US$2.2 million and total assets of US$60.7 million.

Falcon Oil & Gas Ltd. Chief Executive Officer, Philip O'Quigley, said:

“This Transaction brings Falcon’s shareholders’ interests in the Beetaloo directly to the centre of operations and provides our shareholders with greater exposure to all activities carried out by Tamboran. Upon closing of the Transaction Falcon shareholders will benefit from the increased exposure to the critically important pilot development currently underway in the Beetaloo. In addition, this Transaction will remove any uncertainty around Falcon’s participation in the farmout of the Phase 2 Development Area, as previously announced by Tamboran.

It has been a pleasure to work with Dick Stoneburner and his team in bringing this Transaction to our shareholders.”

Tamboran Resources Corporation Chairman and Interim CEO, Richard Stoneburner, said:

“The Transaction between Tamboran and Falcon is a logical consolidation of two of the Beetaloo Basin’s most active companies and will strengthen Tamboran’s acreage position across the majority of the Beetaloo depocenter following the checkerboarding process with Daly Waters Energy, LP. (DWE).

Tamboran will have approximately 2.9 million net prospective acres across the Beetaloo Basin, including a 22.5% non-operating interest in all DWE checkers.

Strategically, we believe this Transaction will strengthen our ownership over the Phase 2 Development Area, where we are currently undertaking a farmout process with RBC Capital Markets. This will allow us to sell down a larger position to a new partner while maintaining a material working interest over acreage.

We recognize Philip and the Falcon shareholders for their work in identifying the opportunity of the Beetaloo Basin and bringing in key historic partners including Hess Corporation and Origin Energy to help de-risk the play.”

Transaction

The Transaction will be structured as a Plan of Arrangement under the Business Corporations Act (British Columbia), whereby Tamboran will acquire the equity interests of each of the subsidiaries of Falcon in exchange for 6,537,503 shares of Tamboran NYSE Common Stock and a cash consideration of US$23.7 million. Following completion of the Transaction, Falcon shareholders are expected to own ~26.8% of the pro forma business.

Following completion of the Transaction, eligible common shareholders of Falcon will be entitled to receive shares of Tamboran NYSE Common Stock that are distributed by Falcon based on an exchange ratio of 0.00687 shares of Tamboran Common Stock for each Falcon Common Stock.

Further details regarding the process for Falcon shareholders to receive their consideration will be provided in the information circular and proxy statement to be delivered by Falcon in connection with the solicitation of proxies to obtain Falcon shareholder approval of the proposed Transaction.

The Transaction has been unanimously approved by the Board of Directors of Tamboran and Falcon and is expected to close in the first quarter of 2026, subject to satisfaction of closing conditions, including the approval by Falcon shareholders of the Transaction and the approval by Tamboran stockholders of the issuance of the Tamboran NYSE Common Stock.

The closing is also subject to shareholder approval by the 1.9% owners of Falcon Oil & Gas Australia Ltd (Falcon Australia), which is a public unlisted company in which Falcon owns 98.1% of the issued share capital. The approval is required under Item 7, Section 611 of the Corporations Act of Australia.

Upon closing of the Transaction, the entire Board of Falcon will resign. Tamboran will continue to be led by Chairman and Interim CEO, Dick Stoneburner, and no changes to the Board of Directors of Tamboran are planned.

Advisors

Cavendish Capital Markets Limited is acting as exclusive financial advisor and Borden Ladner Gervais LLP is acting as legal advisor to Falcon and McCullough Robertson is acting as legal advisors to Falcon Oil & Gas Australia Limited. Latham & Watkins LLP, Torys LLP, White & Case LLP and Lakatos, Köves and Partners (LKT) are serving as legal advisors to Tamboran.