Highlights:

• Tamboran Resources and Falcon Oil & Gas Ltd. (TSXV: FO, AIM: FOG) (Falcon) have entered into a definitive agreement to create a ~2.9 million net prospective acre Beetaloo Basin leader across the majority of the Beetaloo depocenter.
• The combination of Tamboran and Falcon is a logical consolidation of two leading Beetaloo Basin businesses and creates a company with a pro forma market capitalization of >US$500 million.
• Under the transaction, Tamboran will acquire Falcon via the acquisition of all its subsidiaries in exchange for 6,537,503 shares of Tamboran NYSE Common Stock and a cash consideration of US$23.7 million.
• On completion, Falcon will distribute Tamboran shares to eligible shareholders of Falcon at an exchange ratio of 0.00687 shares of Tamboran NYSE Common Stock for each Falcon Common Stock. Falcon shareholders will own ~26.8% of the pro forma business. Tamboran stockholders will own the remaining 73.2%.
• The transaction values Falcon’s subsidiaries at C$239 million (US$172 million), at an implied offer price of C$0.2154 per share. This reflects a 19.7% premium of the closing price of Falcon on the TSX on September 29, 2025 and a 53.2% premium to the 90-day traded VWAP.
• The acquisition is accretive to Tamboran stockholders given the implied acreage value of US$169 per acre reflects a 4% discount to Tamboran’s current implied acreage value of US$176 per acre.
• The transaction aims to strengthen Tamboran’s working interest in the Phase 2 Development Area to 80.62% ahead of the previously announced farmout process and creates further alignment with Daly Waters Energy, LP (DWE) across the entire EP 76, 98 and 117 acreage following completion of the previously announced checkerboard process.
• The transaction has been unanimously approved by the Board of Directors of Tamboran and Falcon and is expected to close in 1Q 2026, subject to satisfaction of closing conditions, including the approval by Falcon shareholders of the transaction and the approval by Tamboran stockholders of the issuance of the Tamboran NYSE Common Stock. 

Source: Tamboran Resources Corporation