Falcon Provides Update on Transaction with Tamboran

Executive Summary

• Falcon Oil & Gas provided an update on its pending transaction with Tamboran Resources, noting that the court hearing for final approval was adjourned to 24 March 2026.
• Completion of the transaction remains contingent on multiple approvals, including a Supreme Court order and NYSE listing authorization; if not finalized by 30 March 2026, either party may terminate the arrangement.
• The company highlighted significant uncertainty around obtaining the final court order and indicated that further announcements will be made as the situation evolves.

Key Details

• The transaction was approved by Falcon shareholders at a special meeting on 11 Mar 2026.
• The Arrangement Agreement dated 30 Sep 2025 outlines required conditions, including:
• Supreme Court of British Columbia approval of the plan of arrangement (Final Order).
• NYSE listing authorization for Tamboran common stock to be issued in the deal.
• No prohibitive laws or orders, no material adverse change to Falcon or Tamboran, and other standard closing conditions.
• Falcon appeared before the Court on 13 Mar 2026; the hearing was adjourned due to insufficient time, with a new date set for 24 Mar 2026.
• Lamesa Holding S.A., a beneficial shareholder, opposed granting the Final Order and participated in the hearing.
• If the Final Order is not obtained or other conditions are unmet by 30 Mar 2026, either Falcon or Tamboran may terminate the Arrangement Agreement, releasing both parties from further obligations.
• Subject to obtaining the Final Order and satisfying all closing conditions, Falcon expects the transaction to close shortly after the 24 Mar 2026 court hearing.
• The company cautioned that there is “significant uncertainty” regarding timely receipt of the Final Order or overall completion.

Notable Quotes

(No direct quotes were included in the release.)