REG-Falcon Oil & Gas Ltd. - Further Update on Transaction with Tamboran

Falcon Oil & GasAnnouncement

25/03/2026 10:45

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Falcon Oil & Gas Ltd. 
(“Falcon” or the “Company”)

Further Update on Transaction with Tamboran

25 March 2026 - Falcon Oil & Gas Ltd. (TSXV: FO, AIM: FOG) announces an update
regarding the transaction (the “Transaction”) between Falcon and Tamboran
Resources Corporation (“Tamboran”), which was approved at the Company’s
special meeting of shareholders held on 11 March 2026.

Further to the Company’s news release dated 16 March 2026, the Transaction
remains subject to a number of terms and conditions as set forth in the
arrangement agreement dated 30 September 2025 (the “Arrangement
Agreement”), including approval of the plan of arrangement by the Supreme
Court of British Columbia (the “Court”). The hearing, which was initially
adjourned until 24 March 2026, has been further delayed due to a backlog at
the Court. The Company were advised that the matter is now expected to be
heard on 26 March 2026.

The completion of the Transaction remains subject to a number of terms and
conditions, including without limitation: (a) approval of the plan of
arrangement by the Court; (b) approval and authorization for listing on the
New York Stock Exchange of the Tamboran common stock to be issued in the
Transaction; (c) the absence of any law or order prohibiting the consummation
of the Transaction; (d) there being no material adverse changes in respect of
Falcon or Tamboran; and (e) other standard conditions of closing for a
transaction of this nature. There can be no assurance that all of the
necessary approvals will be obtained or that all conditions of closing will be
satisfied.

Subject to obtaining the Final Order and satisfaction of all other conditions
of closing, Falcon currently anticipates the Transaction to be completed
shortly following the final Court hearing on 26 March 2026. However, there is
significant uncertainty as to whether the Final Order will be obtained in a
timely manner or at all. If the Transaction is not completed on or before 30
March 2026, due to a failure to obtain the Final Order or otherwise, either
Tamboran or Falcon may terminate the Arrangement Agreement and the parties
will no longer be obligated to proceed with the Transaction. Further
announcements will follow in due course.

For further information regarding the Transaction, please refer to the notice
of meeting, the management information circular and related documents which
are available on SEDAR+ at www.sedarplus.ca and Falcon’s website at
www.falconoilandgas.com.

Ends.

For further information, please contact:

CONTACT DETAILS:

 Falcon Oil & Gas Ltd.  +353 1 676 8702   
 Philip O'Quigley, CEO  +353 87 814 7042  
 Anne Flynn, CFO        +353 1 676 9162   
                                          
 Cavendish Capital Markets Limited (NOMAD & Broker) 
 Neil McDonald          +44 131 220 9771  



About Falcon Oil & Gas Ltd.
Falcon Oil & Gas Ltd. is an international oil & gas company engaged in the
exploration and development of unconventional oil and gas assets, with the
current portfolio focused in Australia, South Africa and Hungary. Falcon Oil &
Gas Ltd. is incorporated in British Columbia, Canada and headquartered in
Dublin, Ireland.

For further information on Falcon Oil & Gas Ltd. please visit
www.falconoilandgas.com

Forward-Looking Statements 
Certain statements in this news release concerning the Transaction, including
any statements regarding the completion of the Transaction, the results,
effects and benefits of the Transaction, and any other statements regarding
Falcon’s future expectations, beliefs, plans, objectives, financial
conditions, assumptions or future events or performance that are not
historical facts are “forward-looking” statements based on management’s
current expectations, assumptions and estimates on the date hereof, and there
can be no assurance that actual strategies, actions or results will not differ
materially from expectations. Forward-looking statements are all statements
other than statements of historical facts. The words “anticipate,”
“believe,” “ensure,” “expect,” “if,” “intend,”
“estimate,” “probable,” “project,” “forecasts,” “predict,”
“outlook,” “aim,” “will,” “could,” “should,” “would,”
“potential,” “may,” “might,” “anticipate,” “likely”,
“plan,” “positioned,” “strategy,” and similar expressions or other
words of similar meaning, and the negatives thereof, are intended to identify
forward-looking statements.

These forward-looking statements involve significant risks and uncertainties
that could cause actual results to differ materially from those anticipated,
including, but not limited to, the risk that a condition to closing of the
Transaction may not be satisfied; that either party may terminate the
arrangement agreement or that the closing of the Transaction might be delayed
or not occur at all; the outcome of any legal proceedings that may be
instituted against Tamboran or Falcon; reputational risks and potential
adverse reactions from or changes to the relationships with the companies’
employees or other business partners of Tamboran or Falcon, including those
resulting from the announcement or completion of the Transaction; the
diversion of management time on transaction-related issues; the dilution
caused by Tamboran’s issuance of common stock in connection with the
Transaction; the ultimate timing, outcome and results of integrating the
operations of Tamboran and Falcon; the effects of the business combination of
Tamboran and Falcon, including the combined company’s future financial
condition, results of operations, strategy and plans; changes in capital
markets and the ability of the combined company to finance operations in the
manner expected; regulatory approvals of the Transaction; the effects of
commodity prices; the risks of oil and gas activities; and the fact that
operating costs and business disruption may be greater than expected following
the public announcement or consummation of the Transaction.

These factors are not necessarily all of the factors that could cause
Tamboran’s or Falcon’s actual results, performance, or achievements to
differ materially from those expressed in or implied by any of the
forward-looking statements. Other unknown or unpredictable factors also could
harm Tamboran’s or Falcon’s results.

Additional factors that could cause results to differ materially from those
described above can be found in Falcon’s management information circular
dated 4 February 2026 or annual information form for the year ended 31
December 2024, which are on SEDAR+ and available from Falcon’s website at
www.falconoilandgas.com, and in other documents Falcon files on SEDAR+.

All forward-looking statements speak only as of the date they are made and are
based on information available at that time. Falcon does not assume any
obligation to update forward-looking statements to reflect circumstances or
events that occur after the date the forward-looking statements were made or
to reflect the occurrence of unanticipated events except as required by
applicable securities laws. As forward-looking statements involve significant
risks and uncertainties, caution should be exercised against placing undue
reliance on such statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.

Attachment
*     032526 Press release Further update on Transaction with Tamboran.
(https://ml-eu.globenewswire.com/Resource/Download/14c2df4f-4d64-4131-b775-1db6e250a294)