Falcon Oil & Gas Ltd. - Tamboran to acquire Falcon Oil & Gas Ltd. to create ~2.9-million-acre Beetaloo Basin business

Executive Summary

• Tamboran Resources Corp. will acquire Falcon Oil & Gas Ltd. and its subsidiaries in a cash‑and‑stock transaction, creating an approximately 2.9 million net prospective acre Beetaloo Basin business with a pro‑forma market cap > US$500 M.
• Consideration: US$23.7 M cash plus 6,537,503 shares of Tamboran common stock (exchange ratio 0.00687), giving Falcon shareholders an estimated ~26.8% ownership of the combined entity.
• Transaction valued at C$239 M (≈ Stg£128 M) – a 19.7% premium to Falcon’s closing TSX price and a 53.2% premium to its 90‑day VWAP. Expected close: Q1 2026, subject to shareholder and regulatory approvals.

Key Details

• Structure: Plan of Arrangement under the British Columbia Business Corporations Act.
• Consideration:
• Cash: US$23.7 million.
• Stock: 6,537,503 Tamboran NYSE common shares issued to Falcon shareholders at an exchange ratio of 0.00687 Tamboran shares per Falcon share.
• Ownership Post‑Closing: Falcon shareholders to own ~26.8% of the pro‑forma company; Tamboran will retain > 73% control.
• Valuation Metrics:
• Enterprise value of Falcon subsidiaries: C$239 million (≈ Stg£128 million).
• Implied share price: C$0.2154 (Stg£0.1152) – 19.7% premium to TSX closing price (Sept 29 2025) and 53.2% premium to 90‑day VWAP.
• Acquired Entities: Falcon’s wholly‑owned subsidiaries in Hungary, Ireland (two entities), South Africa, and its 98.1% owned Australian subsidiary.
• Financial Snapshot of Subsidiaries (FY 2024): Loss of US$2.2 million; total assets US$60.7 million.
• Strategic Rationale:
• Consolidates two leading Beetaloo Basin operators, creating a ~2.9 M net prospective acre platform.
• Increases Tamboran’s working interest in the Phase 2 Development Area to 80.62%.
• Aligns ownership with Daly Waters Energy (DWE) across EP 76, 98, 117 after checkerboarding.
• Closing Conditions:
• Falcon shareholder approval under AIM Rule 15 and Canadian securities law.
• Tamboran stockholder approval of the share issuance.
• Approval by 1.9% owners of Falcon Oil & Gas Australia Ltd (Australian corporate law).
• Governance Changes: Upon closing, Falcon’s board will resign; no changes to Tamboran’s board or management are planned.
• Advisors:
• Financial Advisor – Cavendish Capital Markets Ltd. (to Falcon).
• Legal Advisors – Borden Ladner Gervais LLP & McCullough Robertson (Falcon); Latham & Watkins, Torys, White & Case, Lakatos Köves and Partners (Tamboran).

Notable Quotes

• Philip O’Quigley, CEO – Falcon: “This Transaction brings Falcon’s shareholders’ interests in the Beetaloo directly to the centre of operations… removes any uncertainty around Falcon’s participation in the farmout of the Phase 2 Development Area.”
• Richard Stoneburner, Chairman & Interim CEO – Tamboran: “The Transaction … will strengthen our acreage position across the majority of the Beetaloo depocenter… strategically strengthens our ownership over the Phase 2 Development Area while allowing us to sell down a larger position to a new partner.”