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

Falcon Oil & GasAnnouncement

17/02/2026 07:00

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Falcon Oil & Gas Ltd. 
(“Falcon”)

Notice of Cancellation of Admission to Trading on AIM

17 February 2026 - Falcon Oil & Gas Ltd. (TSXV: FO, AIM: FOG) announces, in
accordance with applicable AIM Rules, that the admission of Falcon’s common
shares to trading on AIM will be cancelled (the “AIM Cancellation”)
following completion of Falcon’s previously announced transaction (the
“Transaction”) with Tamboran Resources Corporation (“Tamboran”).

Pursuant to the terms of an arrangement agreement and plan of arrangement
governing the Transaction, (a) Tamboran will (i) issue to Falcon 6,537,503
shares of Tamboran common stock (the “Stock Issuance”) and (ii) pay to
Falcon $23,663,080 in cash and (b) Falcon shareholders (other than dissenting
Falcon shareholders or Falcon shareholders subject to sanctions) will then be
entitled to receive 6,537,503 shares of Tamboran common stock in exchange for
all of the outstanding common shares of Falcon (“Common Shares”).

The completion of the Transaction is subject to a number of terms and
conditions, including without limitation: (a) approval of the Transaction by
Falcon shareholders at the meeting to be held on March 11, 2026 (the
“Meeting”); (b) approval of the Stock Issuance by Tamboran stockholders;
(c) approval of the plan of arrangement by the Supreme Court of British
Columbia; (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. For
purposes of the AIM Rules, Falcon shareholders that vote in favour of the
Transaction will be voting in favour of the AIM Cancellation upon completion
of the Transaction.

In accordance with AIM Rule 41, Falcon is required to provide at least 20
business days notice of the AIM Cancellation. Subject to all conditions being
satisfied, it is currently anticipated that closing of the Transaction will be
completed on or about 16 March 2026. If the Transaction is completed on 16
March 2026, trading of the Common Shares on AIM would be suspended on 17 March
2026 and the AIM Cancellation would become effective on 18 March 2026. It is
anticipated that the CREST depositary interest facility for Falcon will be
disabled at 6:00 p.m. (UK time) on 16 March 2026.

For further information regarding the Transaction, please refer to the notice
of meeting, 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 expected timetable for completing the Transaction
and the AIM Cancellation, 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 possibility that stockholders of Tamboran
may not approve the issuance of new shares of Tamboran common stock in the
Transaction or that shareholders of Falcon may not approve the Transaction;
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 February 4, 2026 or annual information form for the year ended December
31, 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