Falcon Oil & Gas Ltd. - Approval for the sale of Falcon's 98.1% interest in Falcon Oil & Gas Australia Limited to Tamboran group.

Executive Summary

• Falcon Oil & Gas Ltd. shareholders approved the sale of its 98.1% interest in Falcon Oil & Gas Australia Limited to Tamboran Resources Corporation.
• The approval removes a key condition precedent, keeping the broader transaction on track for a first‑quarter 2026 closing.
• Tamboran group now holds an option to compulsorily acquire the remaining minority shares at no less than the price paid to Falcon.

Key Details

• Transaction: Sale of Falcon’s 98.1% interest in Falcon Oil & Gas Australia Ltd. to Tamboran Resources Corp. (NYSE: TBN, ASX: TBN).
• Shareholder Approval: Approved at Falcon Australia’s General Meeting in Brisbane on 30 Dec 2025; Falcon and its associates excluded from voting.
• Broader Deal Context: Part of a larger acquisition where Tamboran will acquire all Falcon subsidiaries, pending regulatory and shareholder approvals.
• Compulsory Acquisition Right: Tamboran may compulsorily acquire the remaining minority shares at a price no lower than the price paid to Falcon for its 98.1% stake.
• Closing Timeline: Transaction remains on track to close in Q1 2026, subject to remaining approvals.
• CEO Comment: Philip O’Quigley noted that the approval eliminates a key condition precedent and keeps the broader transaction on schedule.

Notable Quotes

“While the broader transaction is still subject to regulatory and shareholder approvals, this approval by Falcon Australia shareholders eliminates one of the key conditions precedent allowing Tamboran group to proceed with the broader transaction, which is still on track to close in the first quarter of this year.” – Philip O’Quigley, CEO, Falcon Oil & Gas Ltd.