REG-Falcon Oil & Gas Ltd. - Tamboran to acquire Falcon Oil & Gas Ltd. to create ~2.9-million-acre Beetaloo Basin business

Falcon Oil & GasAnnouncement

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Falcon Oil & Gas Ltd.

Tamboran to acquire Falcon Oil & Gas Ltd. to create ~2.9-million-acre Beetaloo
Basin business

30 September 2025

Highlights
* Falcon Oil & Gas Ltd. (TSXV: FO, AIM: FOG) (Falcon) and Tamboran Resources
Corporation (NYSE: TBN, ASX: TBN) (Tamboran) have entered into a definitive
agreement to create an ~2.9 million net prospective acre business across the
majority of the Beetaloo depocenter (Transaction).
* 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 cash consideration of US$23.7 million.
* On completion, Falcon will distribute Tamboran shares to eligible
shareholders at an exchange ratio of 0.00687 shares of Tamboran NYSE Common
Stock for each Falcon Common Stock. These shareholders are expected to own
~26.8% of the pro forma business.
* The Transaction values Falcon’s subsidiaries at C$239 million (Stg£128
million), at an implied offer price of C$0.2154 (Stg£0.1152) 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 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.
* The Transaction is expected to close by the first quarter of 2026, subject
to satisfaction of closing conditions, including the approval by Falcon
shareholders of the Transaction pursuant to Rule 15 of the AIM Rules for
Companies and applicable Canadian corporate and securities laws and the
approval by Tamboran stockholders of the issuance of the Tamboran Common
Stock.
* The Transaction will on completion result in Falcon ceasing to own all of
its assets and business; accordingly, Falcon also intends to seek shareholder
approval for the cancellation of its shares from trading on the AIM market of
the London Stock Exchange and the TSX Venture Exchange (Cancellation),
conditional on closing of the Transaction. Further details will be announced
in due course.
* The entities being acquired pursuant to the Transaction are Falcon’s
wholly owned subsidiaries TXM Oil and Gas Exploration Kft., a Hungarian
limited liability company; Falcon Oil & Gas Ireland Ltd., an Irish limited
liability company; Falcon Oil & Gas Holdings Ireland Ltd., an Irish limited
liability company; Falcon Exploration and Production South Africa (Pty) Ltd.,
a South African limited liability company and Falcon’s 98.1% majority owned
subsidiary, Falcon Oil & Gas Australia Limited, an Australian limited
liability company (the Subsidiaries). In the twelve months to 31 December
2024, the subsidiaries reported a loss for the year of US$2.2 million and
total assets of US$60.7 million.
Falcon Oil & Gas Ltd. Chief Executive Officer, Philip O'Quigley, said:

“This Transaction brings Falcon’s shareholders’ interests in the
Beetaloo directly to the centre of operations and provides our shareholders
with greater exposure to all activities carried out by Tamboran. Upon closing
of the Transaction Falcon shareholders will benefit from the increased
exposure to the critically important pilot development currently underway in
the Beetaloo. In addition, this Transaction will remove any uncertainty around
Falcon’s participation in the farmout of the Phase 2 Development Area, as
previously announced by Tamboran.

It has been a pleasure to work with Dick Stoneburner and his team in bringing
this Transaction to our shareholders.”

Tamboran Resources Corporation Chairman and Interim CEO, Richard Stoneburner,
said:

“The Transaction between Tamboran and Falcon is a logical consolidation of
two of the Beetaloo Basin’s most active companies and will strengthen
Tamboran’s acreage position across the majority of the Beetaloo depocenter
following the checkerboarding process with Daly Waters Energy, LP. (DWE).

Tamboran will have approximately 2.9 million net prospective acres across the
Beetaloo Basin, including a 22.5% non-operating interest in all DWE checkers.

Strategically, we believe this Transaction will strengthen our ownership over
the Phase 2 Development Area, where we are currently undertaking a farmout
process with RBC Capital Markets. This will allow us to sell down a larger
position to a new partner while maintaining a material working interest over
acreage.

We recognize Philip and the Falcon shareholders for their work in identifying
the opportunity of the Beetaloo Basin and bringing in key historic partners
including Hess Corporation and Origin Energy to help de-risk the play.”

Transaction

The Transaction will be structured as a Plan of Arrangement under the Business
Corporations Act (British Columbia), whereby Tamboran will acquire the equity
interests of each of the subsidiaries of Falcon in exchange for 6,537,503
shares of Tamboran NYSE Common Stock and a cash consideration of US$23.7
million. Following completion of the Transaction, Falcon shareholders are
expected to own ~26.8% of the pro forma business.
Following completion of the Transaction, eligible common shareholders of
Falcon will be entitled to receive shares of Tamboran NYSE Common Stock that
are distributed by Falcon based on an exchange ratio of 0.00687 shares of
Tamboran Common Stock for each Falcon Common Stock.

Further details regarding the process for Falcon shareholders to receive their
consideration will be provided in the information circular and proxy statement
to be delivered by Falcon in connection with the solicitation of proxies to
obtain Falcon shareholder approval of the proposed Transaction.

The Transaction has been unanimously approved by the Board of Directors of
Tamboran and Falcon and is expected to close in the first quarter of 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.

The closing is also subject to shareholder approval by the 1.9% owners of
Falcon Oil & Gas Australia Ltd (Falcon Australia), which is a public unlisted
company in which Falcon owns 98.1% of the issued share capital. The approval
is required under Item 7, Section 611 of the Corporations Act of Australia.

Upon closing of the Transaction, the entire Board of Falcon will resign.
Tamboran will continue to be led by Chairman and Interim CEO, Dick
Stoneburner, and no changes to the Board of Directors of Tamboran are planned.

Advisors
Cavendish Capital Markets Limited is acting as exclusive financial advisor and
Borden Ladner Gervais LLP is acting as legal advisor to Falcon and McCullough
Robertson is acting as legal advisors to Falcon Oil & Gas Australia Limited.
Latham & Watkins LLP, Torys LLP, White & Case LLP and Lakatos, Köves and
Partners (LKT) are serving as legal advisors to Tamboran.

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 (Financial Adviser , NOMAD & Broker) 
 Neil McDonald            +44 131 220 9771  
                                            

The information communicated within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU) No
596/2014 which is part of UK law by virtue of the European Union (Withdrawal)
Act 2018. Upon publication of this announcement, this inside information is
now considered to be in the public domain.

Figure 1: Tamboran acreage position across the Beetaloo Sub-basin depocenter
(please refer to the pdf version of the announcement for the map)

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. Falcon Oil & Gas Ltd is incorporated
in British Columbia, Canada and headquartered in Dublin, Ireland.

Falcon Oil & Gas Australia Limited is a c. 98% subsidiary of Falcon Oil & Gas
Ltd.

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

About Tamboran Resources Corporation

Tamboran Resources Corporation (“Tamboran” or the “Company”), through
its subsidiaries, is the largest acreage holder and operator with
approximately 1.9 million net prospective acres in the Beetaloo Sub-basin
within the Greater McArthur Basin in the Northern Territory of Australia.

Tamboran’s key assets include a 47.5% operating interest over 20,309 acres
in the proposed northern Pilot Area, a 38.75% non-operating interest over
20,309 acres in the proposed southern Pilot Area, a 58.13% operating interest
in the proposed Phase 2 development area covering 406,693 acres, a 67.83%
operated interest over 219,030 acres in a proposed Retention License 10, a
77.5% operating interest across 1,487,418 acres over ex-EPs 76, 98 and 117, a
100% working interest and operatorship in EP 136 and a 25% non-operated
working interest in EP 161, which are all located in the Beetaloo
Basin.        

The Company has also secured ~420 acres (170 hectares) of land at the Middle
Arm Sustainable Development Precinct in Darwin, the location of Tamboran’s
proposed NTLNG project.

Forward-Looking Statements

Certain statements in this news release concerning the Transaction, including
any statements regarding the expected timetable for completing the
Transaction, the results, effects, benefits and synergies of the Transaction,
future opportunities for the combined company, future financial performance
and condition, guidance and any other statements regarding Tamboran’s or
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. Specific forward-looking statements include
statements regarding Tamboran’s or Falcon’s plans and expectations with
respect to the Transaction, timing of closing, and the anticipated impact of
the Transaction on the combined company’s results of operations, financial
position, growth opportunities and competitive position.

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. Expectations regarding business outlook, including changes in
strategies for the combined company’s operations, oil and natural gas market
conditions, legal, economic and regulatory conditions, and environmental
matters are only forecasts regarding these matters.

These factors are not necessarily all of the factors that could cause Tamboran
or Falcon 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 Tamboran’s Annual
Report on Form 10-K for the fiscal year ended June 30, 2025, and subsequent
Quarterly Reports on Form 10-Q, which are on file with the Securities and
Exchange Commission (the “SEC”) and available from Tamboran’s website at
www.tamboran.com under the “Investor Relations” tab, and in other
documents Tamboran files with the SEC; and in Falcon’s annual information
form for the year ended December 31, 2024, which is on SEDAR+ and available
from Falcon’s website at www.falconoilandgas.com under the “Investor
Centre” tab, 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. Neither Tamboran nor Falcon
assumes 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.

No Offer or Solicitation

Communications in this news release do not constitute an offer to sell or the
solicitation of an offer to subscribe for or buy any securities or a
solicitation of any vote or approval with respect to the proposed Transaction
or otherwise, nor shall there be any sale, issuance or transfer of securities
in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. None of the securities anticipated to be issued
pursuant to the Transaction have been or will be registered under the
Securities Act, or any state securities laws, and any securities issued in the
Transaction are anticipated to be issued in reliance upon available exemptions
from registration requirements pursuant to Section 3(a) (10) of the Securities
Act and applicable exemptions under state securities laws. This announcement
doe not constitute an offer to sell or the solicitation of an offer to buy any
securities.

Additional Information and Where You Can Find It

In connection with the proposed Transaction, Tamboran and Falcon intend to
file materials with the SEC and on SEDAR+, as applicable. Tamboran intends to
file a preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”)
with the SEC in connection with the solicitation of proxies to obtain Tamboran
stockholder approval of the Stock Issuance, and Falcon intends to file an
information circular and proxy statement (the “Circular”) on SEDAR+ in
connection with the solicitation of proxies to obtain Falcon shareholder
approval of the proposed Transaction. After the Proxy Statement is cleared by
the SEC, Tamboran intends to mail a definitive Proxy Statement to the
stockholders of Tamboran. This news release is not a substitute for the Proxy
Statement, the Circular or for any other document that Tamboran or Falcon may
file with the SEC or on SEDAR+ and/or send to Tamboran’s stockholders and/or
Falcon’s shareholders in connection with the proposed Transaction. INVESTORS
AND SECURITY HOLDERS OF TAMBORAN AND FALCON ARE URGED TO CAREFULLY AND
THOROUGHLY READ THE PROXY STATEMENT AND THE CIRCULAR, RESPECTIVELY, AS EACH
MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS
FILED BY TAMBORAN AND/OR FALCON WITH THE SEC OR ON SEDAR+, WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TAMBORAN,
FALCON, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND RELATED
MATTERS.

Stockholders of Tamboran and shareholders of Falcon will be able to obtain
free copies of the Proxy Statement and the Circular, as each may be amended
from time to time, and other relevant documents filed by Tamboran and/or
Falcon with the SEC or on SEDAR+ (when they become available) through the
website maintained by the SEC at www.sec.gov or at www.sedarplus.ca, as
applicable. Copies of documents filed with the SEC by Tamboran will be
available free of charge from Tamboran’s website at www.tamboran.com under
the “Investor Relations” tab or by contacting Tamboran’s Investor
Relations Department at +61 2 8330 6626 or Investors@tamboran.com. Copies of
documents filed on SEDAR+ by Falcon will be available free of charge from
Falcon’s website at www.falconoilandgas.com under the “Investor Centre”
tab or by contacting Falcon’s Investor Relations Department at +353 1 676
8702.

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

                                                   
                                                   
                              Ends.

Attachment
*     09302025 FINAL Falcon Press release - FOG agreement announcement
(https://ml-eu.globenewswire.com/Resource/Download/cf432065-ed29-4bb0-8452-14eb3f7c6d73)