Tamboran Resources to acquire Falcon Oil & Gas

Tamboran Resources (TBN) and Falcon Oil & Gas have entered into a definitive agreement to create a ~2.9 million net prospective acre Beetaloo Basin company. The combination of Tamboran and Falcon is a consolidation of two Beetaloo Basin businesses and creates a company with a pro forma market capitalization of greater than $500M. 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 $23.7M. 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, or US$172M, 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. The acquisition is accretive to Tamboran stockholders given the implied acreage value of $169 per acre reflects a 4% discount to Tamboran’s current implied acreage value of $176 per acre. The transaction aims to strengthen Tamboran’s working interest in the Phase 2 Development Area to 80.62%. 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. Following completion of the transaction, Falcon shareholders are expected to own ~26.8% of the pro forma business. On completion, Dick Stoneburner will remain Chairman and Interim CEO and no changes to the Board of Directors of Tamboran are planned.