Falcon Oil & Gasoline Ltd. – Tamboran to amass Falcon Oil & Gasoline Ltd. to create ~2.9-million-acre Beetaloo Basin enterprise

Falcon Oil & Gasoline Ltd.

Tamboran to amass Falcon Oil & Gasoline Ltd. to create ~2.9-million-acre Beetaloo Basin enterprise

30 September 2025

Highlights

• Falcon Oil & Gasoline Ltd. (TSXV: FO,OTC:FOLGF, AIM: FOG) ( Falcon ) and Tamboran Sources Company (NYSE: TBN, ASX: TBN) ( Tamboran ) have entered right into a definitive settlement to create an ~2.9 million web potential acre enterprise throughout nearly all of the Beetaloo depocenter ( Transaction ).
• The mix of Tamboran and Falcon is a logical consolidation of two main Beetaloo Basin companies and creates an organization with a professional forma market capitalization of >US$500 million.
• Beneath the Transaction, Tamboran will purchase Falcon through the acquisition of all its subsidiaries in change for six,537,503 shares of Tamboran NYSE Widespread Inventory and money consideration of US$23.7 million.
• On completion, Falcon will distribute Tamboran shares to eligible shareholders at an change ratio of 0.00687 shares of Tamboran NYSE Widespread Inventory for every Falcon Widespread Inventory. These shareholders are anticipated to personal ~26.8% of the professional forma enterprise.
• The Transaction values Falcon’s subsidiaries at C$239 million (Stg£128 million), at an implied supply worth of C$0.2154 (Stg£0.1152) per share. This displays a 19.7% premium of the closing worth of Falcon on the TSX on September 29, 2025 and a 53.2% premium to the 90-day traded VWAP.
• The Transaction goals to strengthen Tamboran’s working curiosity within the Section 2 Improvement Space to 80.62% forward of the beforehand introduced farmout course of and creates additional alignment with Daly Waters Power, LP (DWE) throughout your entire EP 76, 98 and 117 acreage following completion of the beforehand introduced checkerboard course of.
• The Transaction has been unanimously accepted by the Board of Administrators of Tamboran and Falcon.
• The Transaction is predicted to shut by the primary quarter of 2026, topic to satisfaction of closing circumstances, together with the approval by Falcon shareholders of the Transaction pursuant to Rule 15 of the AIM Guidelines for Firms and relevant Canadian company and securities legal guidelines and the approval by Tamboran stockholders of the issuance of the Tamboran Widespread Inventory.
• The Transaction will on completion lead to Falcon ceasing to personal all of its belongings and enterprise; accordingly, Falcon additionally intends to hunt shareholder approval for the cancellation of its shares from buying and selling on the AIM market of the London Inventory Alternate and the TSX Enterprise Alternate ( Cancellation ), conditional on closing of the Transaction. Additional particulars will probably be introduced in the end.
• The entities being acquired pursuant to the Transaction are Falcon’s wholly owned subsidiaries TXM Oil and Gasoline Exploration Kft., a Hungarian restricted legal responsibility firm; Falcon Oil & Gasoline Eire Ltd., an Irish restricted legal responsibility firm; Falcon Oil & Gasoline Holdings Eire Ltd., an Irish restricted legal responsibility firm; Falcon Exploration and Manufacturing South Africa (Pty) Ltd., a South African restricted legal responsibility firm and Falcon’s 98.1% majority owned subsidiary, Falcon Oil & Gasoline Australia Restricted, an Australian restricted legal responsibility firm (the Subsidiaries ). Within the twelve months to 31 December 2024, the subsidiaries reported a loss for the yr of US$2.2 million and complete belongings of US$60.7 million.

Falcon Oil & Gasoline Ltd. Chief Govt Officer, Philip O’Quigley, mentioned:

“This Transaction brings Falcon’s shareholders’ pursuits within the Beetaloo on to the centre of operations and gives our shareholders with larger publicity to all actions carried out by Tamboran. Upon closing of the Transaction Falcon shareholders will profit from the elevated publicity to the critically necessary pilot improvement presently underway within the Beetaloo. As well as, this Transaction will take away any uncertainty round Falcon’s participation within the farmout of the Section 2 Improvement Space, as beforehand introduced by Tamboran.

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

Tamboran Sources Company Chairman and Interim CEO, Richard Stoneburner, mentioned:

“The Transaction between Tamboran and Falcon is a logical consolidation of two of the Beetaloo Basin’s most energetic corporations and can strengthen Tamboran’s acreage place throughout nearly all of the Beetaloo depocenter following the checkerboarding course of with Daly Waters Power, LP. ( DWE ).

Tamboran can have roughly 2.9 million web potential acres throughout the Beetaloo Basin, together with a 22.5% non-operating curiosity in all DWE checkers.

Strategically, we consider this Transaction will strengthen our possession over the Section 2 Improvement Space, the place we’re presently enterprise a farmout course of with RBC Capital Markets. This can enable us to promote down a bigger place to a brand new accomplice whereas sustaining a fabric working curiosity over acreage.

We acknowledge Philip and the Falcon shareholders for his or her work in figuring out the chance of the Beetaloo Basin and bringing in key historic companions together with Hess Company and Origin Power to assist de-risk the play.”

Transaction

The Transaction will probably be structured as a Plan of Association beneath the Enterprise Firms Act (British Columbia), whereby Tamboran will purchase the fairness pursuits of every of the subsidiaries of Falcon in change for six,537,503 shares of Tamboran NYSE Widespread Inventory and a money consideration of US$23.7 million. Following completion of the Transaction, Falcon shareholders are anticipated to personal ~26.8% of the professional forma enterprise.
Following completion of the Transaction, eligible frequent shareholders of Falcon will probably be entitled to obtain shares of Tamboran NYSE Widespread Inventory which are distributed by Falcon based mostly on an change ratio of 0.00687 shares of Tamboran Widespread Inventory for every Falcon Widespread Inventory.

Additional particulars relating to the method for Falcon shareholders to obtain their consideration will probably be supplied within the data round and proxy assertion to be delivered by Falcon in reference to the solicitation of proxies to acquire Falcon shareholder approval of the proposed Transaction.

The Transaction has been unanimously accepted by the Board of Administrators of Tamboran and Falcon and is predicted to shut within the first quarter of 2026, topic to satisfaction of closing circumstances, together with the approval by Falcon shareholders of the Transaction and the approval by Tamboran stockholders of the issuance of the Tamboran NYSE Widespread Inventory.

The closing can be topic to shareholder approval by the 1.9% homeowners of Falcon Oil & Gasoline Australia Ltd (Falcon Australia), which is a public unlisted firm wherein Falcon owns 98.1% of the issued share capital. The approval is required beneath Merchandise 7, Part 611 of the Firms Act of Australia.

Upon closing of the Transaction, your entire Board of Falcon will resign. Tamboran will proceed to be led by Chairman and Interim CEO, Dick Stoneburner, and no modifications to the Board of Administrators of Tamboran are deliberate.

Advisors
Cavendish Capital Markets Restricted is performing as unique monetary advisor and Borden Ladner Gervais LLP is performing as authorized advisor to Falcon and McCullough Robertson is performing as authorized advisors to Falcon Oil & Gasoline Australia Restricted. Latham & Watkins LLP, Torys LLP, White & Case LLP and Lakatos, Köves and Companions (LKT) are serving as authorized advisors to Tamboran.

CONTACT DETAILS :

The knowledge communicated inside this announcement is deemed to represent inside data as stipulated beneath the Market Abuse Laws (EU) No 596/2014 which is a part of UK legislation by advantage of the European Union (Withdrawal) Act 2018. Upon publication of this announcement, this inside data is now thought-about to be within the public area.

Determine 1: Tamboran acreage place throughout the Beetaloo Sub-basin depocenter (please check with the pdf model of the announcement for the map)

About Falcon Oil & Gasoline Ltd.

Falcon Oil & Gasoline Ltd is a world oil & fuel firm engaged within the exploration and improvement of unconventional oil and fuel belongings, with the present portfolio targeted in Australia. Falcon Oil & Gasoline Ltd is integrated in British Columbia, Canada and headquartered in Dublin, Eire.

Falcon Oil & Gasoline Australia Restricted is a c. 98% subsidiary of Falcon Oil & Gasoline Ltd.

For additional data on Falcon Oil & Gasoline Ltd. Please go to www.falconoilandgas.com

About Tamboran Sources Company

Tamboran Sources Company (“Tamboran” or the “Firm”), by means of its subsidiaries, is the biggest acreage holder and operator with roughly 1.9 million web potential acres within the Beetaloo Sub-basin inside the Larger McArthur Basin within the Northern Territory of Australia.

Tamboran’s key belongings embody a 47.5% working curiosity over 20,309 acres within the proposed northern Pilot Space, a 38.75% non-operating curiosity over 20,309 acres within the proposed southern Pilot Space, a 58.13% working curiosity within the proposed Section 2 improvement space masking 406,693 acres, a 67.83% operated curiosity over 219,030 acres in a proposed Retention License 10, a 77.5% working curiosity throughout 1,487,418 acres over ex-EPs 76, 98 and 117, a 100% working curiosity and operatorship in EP 136 and a 25% non-operated working curiosity in EP 161, that are all situated within the Beetaloo Basin.

The Firm has additionally secured ~420 acres (170 hectares) of land on the Center Arm Sustainable Improvement Precinct in Darwin, the placement of Tamboran’s proposed NTLNG undertaking.

Ahead-Wanting Statements

Sure statements on this information launch in regards to the Transaction, together with any statements relating to the anticipated timetable for finishing the Transaction, the outcomes, results, advantages and synergies of the Transaction, future alternatives for the mixed firm, future monetary efficiency and situation, steering and some other statements relating to Tamboran’s or Falcon’s future expectations, beliefs, plans, goals, monetary circumstances, assumptions or future occasions or efficiency that aren’t historic info are “forward-looking” statements based mostly on administration’s present expectations, assumptions and estimates on the date hereof, and there could be no assurance that precise methods, actions or outcomes won’t differ materially from expectations. Ahead-looking statements are all statements apart from statements of historic info. The phrases “anticipate,” “consider,” “guarantee,” “count on,” “if,” “intend,” “estimate,” “possible,” “undertaking,” “forecasts,” “predict,” “outlook,” “goal,” “will,” “might,” “ought to,” “would,” “potential,” “might,” “would possibly,” “anticipate,” “seemingly” “plan,” “positioned,” “technique,” and related expressions or different phrases of comparable which means, and the negatives thereof, are meant to determine forward-looking statements. Particular forward-looking statements embody statements relating to Tamboran’s or Falcon’s plans and expectations with respect to the Transaction, timing of closing, and the anticipated impression of the Transaction on the mixed firm’s outcomes of operations, monetary place, development alternatives and aggressive place.

These forward-looking statements contain important dangers and uncertainties that would trigger precise outcomes to vary materially from these anticipated, together with, however not restricted to, the chance that stockholders of Tamboran might not approve the issuance of recent shares of Tamboran frequent inventory within the Transaction or that shareholders of Falcon might not approve the Transaction; the danger {that a} situation to closing of the Transaction might not be glad; that both social gathering might terminate the association settlement or that the closing of the Transaction is likely to be delayed or not happen in any respect; the end result of any authorized proceedings that could be instituted towards Tamboran or Falcon; reputational dangers and potential opposed reactions from or modifications to the relationships with the businesses’ staff or different enterprise companions of Tamboran or Falcon, together with these ensuing from the announcement or completion of the Transaction; the diversion of administration time on transaction-related points; the dilution attributable to Tamboran’s issuance of frequent inventory in reference to the Transaction; the final word timing, end result and outcomes of integrating the operations of Tamboran and Falcon; the consequences of the enterprise mixture of Tamboran and Falcon, together with the mixed firm’s future monetary situation, outcomes of operations, technique and plans; modifications in capital markets and the power of the mixed firm to finance operations within the method anticipated; regulatory approvals of the Transaction; the consequences of commodity costs; the dangers of oil and fuel actions; and the truth that working prices and enterprise disruption could also be larger than anticipated following the general public announcement or consummation of the Transaction. Expectations relating to enterprise outlook, together with modifications in methods for the mixed firm’s operations, oil and pure fuel market circumstances, authorized, financial and regulatory circumstances, and environmental issues are solely forecasts relating to these issues.

These components should not essentially all the components that would trigger Tamboran or Falcon precise outcomes, efficiency, or achievements to vary materially from these expressed in or implied by any of the forward-looking statements. Different unknown or unpredictable components additionally might hurt Tamboran’s or Falcon’s outcomes. Further components that would trigger outcomes to vary materially from these described above could be present in Tamboran’s Annual Report on Type 10-Ok for the fiscal yr ended June 30, 2025, and subsequent Quarterly Experiences on Type 10-Q, that are on file with the Securities and Alternate Fee (the “SEC”) and obtainable from Tamboran’s web site at www.tamboran.com beneath the “Investor Relations” tab, and in different paperwork Tamboran recordsdata with the SEC; and in Falcon’s annual data type for the yr ended December 31, 2024, which is on SEDAR+ and obtainable from Falcon’s web site at www.falconoilandgas.com beneath the “Investor Centre” tab, and in different paperwork Falcon recordsdata on SEDAR+.

All forward-looking statements converse solely as of the date they’re made and are based mostly on data obtainable at the moment. Neither Tamboran nor Falcon assumes any obligation to replace forward-looking statements to mirror circumstances or occasions that happen after the date the forward-looking statements had been made or to mirror the prevalence of unanticipated occasions besides as required by relevant securities legal guidelines. As forward-looking statements contain important dangers and uncertainties, warning must be exercised towards putting undue reliance on such statements.

No Supply or Solicitation

Communications on this information launch don’t represent a proposal to promote or the solicitation of a proposal to subscribe for or purchase any securities or a solicitation of any vote or approval with respect to the proposed Transaction or in any other case, nor shall there be any sale, issuance or switch of securities in any jurisdiction wherein such supply, solicitation or sale can be illegal previous to registration or qualification beneath the securities legal guidelines of any such jurisdiction. Not one of the securities anticipated to be issued pursuant to the Transaction have been or will probably be registered beneath the Securities Act, or any state securities legal guidelines, and any securities issued within the Transaction are anticipated to be issued in reliance upon obtainable exemptions from registration necessities pursuant to Part 3(a) (10) of the Securities Act and relevant exemptions beneath state securities legal guidelines. This announcement doe not represent a proposal to promote or the solicitation of a proposal to purchase any securities.

Further Data and The place You Can Discover It

In reference to the proposed Transaction, Tamboran and Falcon intend to file supplies with the SEC and on SEDAR+, as relevant. Tamboran intends to file a preliminary Proxy Assertion on Schedule 14A (the “Proxy Assertion”) with the SEC in reference to the solicitation of proxies to acquire Tamboran stockholder approval of the Inventory Issuance, and Falcon intends to file an data round and proxy assertion (the “Round”) on SEDAR+ in reference to the solicitation of proxies to acquire Falcon shareholder approval of the proposed Transaction. After the Proxy Assertion is cleared by the SEC, Tamboran intends to mail a definitive Proxy Assertion to the stockholders of Tamboran. This information launch isn’t an alternative to the Proxy Assertion, the Round or for some other doc that Tamboran or Falcon might file with the SEC or on SEDAR+ and/or ship to Tamboran’s stockholders and/or Falcon’s shareholders in reference to 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 have the ability to get hold of free copies of the Proxy Assertion and the Round, as every could also be amended every so often, and different related paperwork filed by Tamboran and/or Falcon with the SEC or on SEDAR+ (once they develop into obtainable) by means of the web site maintained by the SEC at www.sec.gov or at www.sedarplus.ca, as relevant. Copies of paperwork filed with the SEC by Tamboran will probably be obtainable freed from cost from Tamboran’s web site at www.tamboran.com beneath the “Investor Relations” tab or by contacting Tamboran’s Investor Relations Division at +61 2 8330 6626 or Buyers@tamboran.com. Copies of paperwork filed on SEDAR+ by Falcon will probably be obtainable freed from cost from Falcon’s web site at www.falconoilandgas.com beneath the “Investor Centre” tab or by contacting Falcon’s Investor Relations Division at +353 1 676 8702.

Neither TSX Enterprise Alternate nor its Regulation Providers Supplier (as that time period is outlined in insurance policies of the TSX Enterprise Alternate) accepts accountability for the adequacy or accuracy of this launch.

Ends.

• 09302025 FINAL Falcon Press launch – FOG settlement announcement