Falcon Oil & Gas Ltd. - Falcon Announces Shareholder Approval of Transaction with Tamboran

Executive Summary

• Falcon Oil & Gas shareholders approved the proposed plan of arrangement with Tamboran Resources Corporation by a 99.76 % vote at a special meeting held on 11 March 2026.
• The approval satisfies the shareholder‑approval condition for the transaction, which remains subject to court, regulatory and other customary closing conditions.
• Closing is expected around 16 March 2026; if completed, Falcon’s AIM shares will be suspended on 17 March 2026 and delisted on 18 March 2026.

Key Details

• Vote Results:
• For: 456,192,006 votes (99.76 %)
• Against: 1,110,498 votes (0.24 %)
• Excluding excluded votes (MI 61‑101): 452,478,310 for (99.75 %), 1,110,498 against (0.25 %).
• Shareholder Participation: Approximately 457,302,504 shares were present or represented by proxy – about 41 % of the 1,109,141,512 shares outstanding as of 26 Jan 2026.
• Transaction Conditions Remaining:
• Supreme Court of British Columbia approval of the plan of arrangement.
• NYSE listing authorization for Tamboran common stock to be issued in the transaction.
• No prohibitive law or order; no material adverse change to Falcon or Tamboran; and other standard closing conditions.
• Expected Closing: On or about 16 March 2026, subject to satisfaction of all conditions.
• Post‑Closing Trading Impact:
• AIM trading suspension at 07:30 a.m. UK time on 17 Mar 2026.
• Cancellation of AIM admission effective 07:00 a.m. UK time on 18 Mar 2026.
• Related Party Vote Exclusion: CEO Philip O’Quigley and CFO Anne Flynn each owned >1 % of shares (assuming option exercise). Their votes were excluded under MI 61‑101 because the net benefit they would receive exceeds five percent of their consideration.

Notable Quotes

(No direct quotes included in the release.)