Falcon Oil & Gas Ltd. - Notice of Cancellation of Admission to Trading on AIM

Executive Summary

• Falcon Oil & Gas announced that its common shares will be removed from trading on the London Stock Exchange’s AIM market once its pending arrangement with Tamboran Resources Corporation is completed.
• Under the agreement, Falcon will receive 6,537,503 Tamboran common shares and $23,663,080 in cash; Falcon shareholders (excluding dissenters) will exchange their Falcon shares for the same number of Tamboran shares.
• The transaction remains subject to shareholder approvals (Falcon meeting on March 11, 2026), Tamboran stockholder approval, court sanction, and customary closing conditions, with an anticipated completion date around March 16, 2026.

Key Details

• Transaction Structure: Arrangement agreement and plan of arrangement between Falcon Oil & Gas Ltd. and Tamboran Resources Corp.
• Consideration to Falcon:
• Cash: $23,663,080 payable by Tamboran.
• Equity: 6,537,503 shares of Tamboran common stock issued to Falcon.
• Shareholder Exchange: Each Falcon shareholder (except dissenters or sanctioned parties) will receive 6,537,503 Tamboran shares in exchange for all outstanding Falcon common shares.
• Approvals Required:
• Falcon shareholders at a meeting scheduled for 11 March 2026.
• Tamboran stockholders’ approval of the share issuance.
• Court approval of the plan of arrangement by the Supreme Court of British Columbia.
• No material adverse change to either company and satisfaction of standard closing conditions.
• AIM Cancellation Timeline:
• Minimum 20‑business‑day notice provided per AIM Rule 41.
• Anticipated transaction close: on or about 16 March 2026.
• Trading suspension on AIM expected 17 March 2026; cancellation effective 18 March 2026.
• CREST Depositary Interest: To be disabled at 6:00 p.m. (UK time) on 16 March 2026.
• Forward‑Looking Statements: The release contains extensive forward‑looking language outlining risks, including potential failure to obtain required approvals, dilution effects, integration uncertainties, and market/commodity price volatility.

Notable Quotes

(No direct quotes were provided in the release.)