Falcon Oil & Gas to be acquired by Tamboran

Executive Summary

• Tamboran Resources Corp. will acquire Falcon Oil & Gas Ltd. and all its subsidiaries in a transaction valued at approximately $239 million, consisting of 6,537,503 Tamboran common shares and $23.7 million cash.
• The deal creates a pro‑forma company with ~2.9 million net prospective acres in the Beetaloo basin and an estimated market capitalization > $500 million (U.S.).
• Falcon shareholders will receive 0.00687 Tamboran share per Falcon share, resulting in roughly 26.8 % ownership of the combined entity; closing is expected in Q1 2026 pending shareholder approvals.

Key Details

• Consideration: 6,537,503 Tamboran NYSE common shares + $23.7 million cash.
• Implied Share Price: 21.54 cents (11.52 pence) per Falcon share – a 19.7 % premium to the closing price on Sept 29 2025 and a 53.2 % premium to the 90‑day VWAP.
• Pro‑forma Ownership: Falcon shareholders to own ~26.8 % of the combined business post‑closing.
• Valuation: Falcon subsidiaries valued at $239 million (≈£128 million).
• Acquired Entities: TXM Oil and Gas Exploration Kft (Hungary); Falcon Oil & Gas Ireland Ltd.; Falcon Oil & Gas Holdings Ireland Ltd.; Falcon Exploration and Production South Africa Pty. Ltd.; Falcon Oil & Gas Australia Ltd. (98.1 % owned).
• Financial Snapshot of Subsidiaries (12‑mo to 31 Dec 2024): Loss of $2.2 million; total assets of $60.7 million.
• Strategic Rationale: Consolidates two leading Beetaloo basin operators, boosts Tamboran’s working interest in Phase 2 development area to 80.62 %, and aligns acreage with Daly Waters Energy LP across EPs 76, 98, 117.
• Closing Conditions: Approval by Falcon shareholders (AIM Rule 15), approval by Tamboran stockholders for share issuance, Australian shareholder consent for Falcon Oil & Gas Australia, and satisfaction of applicable Canadian, U.K., and Australian corporate/ securities laws. Expected Q1 2026.
• Post‑Closing Actions: Falcon will cease to own assets; its board will resign; Falcon intends to seek delisting from AIM (London) and TSX Venture Exchange.
• Governance: Transaction approved unanimously by both boards; Richard Stoneburner remains Chairman & Interim CEO of Tamboran; no changes to Tamboran’s board planned.

Notable Quotes

“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.” – Philip O’Quigley, CEO, Falcon Oil & Gas

“The transaction between Tamboran and Falcon is a logical consolidation… will strengthen Tamboran's acreage position across the majority of the Beetaloo depocentre.” – Richard Stoneburner, Chairman & Interim CEO, Tamboran Resources