Tamboran to acquire Falcon Oil & Gas in $239 million deal

DUBLIN/SYDNEY - Tamboran Resources Corporation (NYSE:TBN, ASX: TBN) has agreed to acquire Falcon Oil & Gas Ltd. (TSXV:FO, AIM: FOG) in a deal valued at C$239 million (US$175 million), the companies announced Tuesday.

The transaction will create a combined entity controlling approximately 2.9 million net acres across Australia’s Beetaloo Basin, with a pro forma market capitalization exceeding US$500 million.

Under the terms of the agreement, Tamboran will acquire all of Falcon’s subsidiaries in exchange for 6,537,503 shares of Tamboran NYSE Common Stock and US$23.7 million in cash. Upon completion, Falcon will distribute Tamboran shares to eligible shareholders at an exchange ratio of 0.00687 Tamboran shares for each Falcon share, giving Falcon shareholders approximately 26.8% ownership of the combined company.

The deal values Falcon at C$0.2154 per share, representing a 19.7% premium to Falcon’s closing price on September 29 and a 53.2% premium to its 90-day volume-weighted average price.

The transaction is expected to strengthen Tamboran’s working interest in the Phase 2 Development Area to 80.62% ahead of a previously announced farmout process. It will also create further alignment with Daly Waters Energy across the EP 76, 98 and 117 acreage.

"This Transaction brings Falcon’s shareholders’ interests in the Beetaloo directly to the center of operations," said Philip O’Quigley, Falcon’s Chief Executive Officer, in the press release.

The boards of both companies have unanimously approved the transaction, which is expected to close by the first quarter of 2026, subject to shareholder approvals and other closing conditions.

Following completion, Falcon intends to seek shareholder approval to delist from both the AIM market of the London Stock Exchange and the TSX Venture Exchange. The entire Falcon board will resign upon closing, with Tamboran continuing under the leadership of Chairman and Interim CEO Richard Stoneburner.

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