Core Viewpoint - Tamboran Resources Corp. and Falcon Oil & Gas Ltd. have signed a definitive agreement to merge operations in Australia's Beetaloo Basin, creating a combined entity with approximately 2.9 million net acres and a pro forma market capitalization exceeding $500 million [1]. Group 1: Merger Details - Tamboran will acquire Falcon by purchasing all its subsidiaries for 6.54 million shares of Tamboran stock and $23.7 million in cash [2]. - Falcon shareholders will receive Tamboran shares at a ratio of 0.00687 per Falcon share, resulting in Falcon shareholders holding about 27% of the combined company, while Tamboran stockholders will retain approximately 73% [3]. - The deal values Falcon's subsidiaries at 239 million Canadian dollars ($172 million), representing a 20% premium to its closing price on September 29 and over 53% above its 90-day average [3]. Group 2: Strategic Implications - The merger increases Tamboran's working interest in the Beetaloo's Phase 2 Development Area to over 80%, enhancing its position ahead of a farmout process with RBC Capital Markets [4]. - The consolidation aligns Tamboran with Daly Waters Energy across exploration permits EP 76, 98, and 117, following a checkerboarding agreement [4]. - The combination is expected to provide Falcon shareholders with stronger exposure to ongoing pilot development and eliminate uncertainties regarding their future roles in projects [5]. Group 3: Approval and Future Outlook - The boards of both companies have unanimously approved the deal, which is anticipated to close by the first quarter of 2026, pending shareholder and regulatory approvals in Canada, Australia, and under AIM rules in the U.K. [6]. - Upon completion, Falcon will cancel its listings on the TSX Venture Exchange and AIM [6]. - The acquired assets include subsidiaries in Hungary, Ireland, South Africa, and Australia, which collectively reported $60.7 million in assets and a $2.2 million loss in 2024 [6]. Group 4: Market Reaction - Following the announcement, Tamboran's shares increased by 21.11% to $27.42, while Falcon's shares rose by 6.42% [7].

Core Insights - Tamboran Resources Corp. and Falcon Oil & Gas Ltd. have signed a deal to create approximately 2.9 million net prospective acres in the Beetaloo Basin, resulting in a combined company with a pro forma market capitalization exceeding $500 million [1] Transaction Details - Tamboran will acquire Falcon for 6.537 million shares of TBN and $23.7 million in cash, with the transaction expected to close in Q1 2026 [2] - Post-transaction, Falcon shareholders will receive TBN shares at an exchange ratio of 0.00687 shares of TBN for each Falcon share, resulting in Falcon shareholders owning about 26.8% of the combined entity [2] Valuation Metrics - The transaction values Falcon's subsidiaries at C$239 million (approximately $172 million), reflecting a 19.7% premium over Falcon's closing price on September 29 and a 53.2% premium to the 90-day traded VWAP [3] - The implied acreage value of $169 per acre from the acquisition represents a 4% discount to Tamboran's current implied acreage value of $176 per acre, indicating potential accretion for Tamboran stockholders [4] Strategic Implications - The acquisition will enhance Tamboran's working interest in the Phase 2 Development Area to 80.62% and align further with Daly Waters Energy, LP across the EP 76, 98, and 117 acreage [5] - Following the announcement, TBN shares increased by 11.11% to $25.10 in pre-market trading on the New York Stock Exchange [5]

Core Viewpoint - Halper Sadeh LLC is investigating the fairness of the merger between Tamboran Resources Corporation and Falcon Oil & Gas Ltd for Tamboran shareholders [1] Company Summary - Upon completion of the proposed merger, Tamboran shareholders will own 73.2% of the combined entity [1]

Core Insights - The decision to sanction the Pilot Project marks a significant milestone for Tamboran Resources, the Beetaloo Basin, and the Northern Territory [1] - Tamboran is transitioning from an exploration phase to initiating first gas sales, indicating a pivotal shift in the company's operational focus [1] Company Summary - Richard Stoneburner, Chairman and Interim CEO of Tamboran Resources, expressed gratitude to all contributors who facilitated this transition [1] - The company acknowledges the historical efforts of explorers who identified the potential of the Beetaloo Basin [1]

Core Viewpoint - Tamboran Resources Corporation is acquiring Falcon Oil & Gas Ltd. to consolidate their positions in the Beetaloo Basin, creating a leader with approximately 2.9 million net prospective acres and a pro forma market capitalization exceeding US$500 million [2][4][10]. Transaction Details - The acquisition involves Tamboran acquiring all subsidiaries of Falcon in exchange for 6,537,503 shares of Tamboran NYSE Common Stock and US$23.7 million in cash [4][7]. - Falcon shareholders will receive shares of Tamboran at an exchange ratio of 0.00687 shares for each Falcon Common Stock, resulting in Falcon shareholders owning approximately 26.8% of the combined entity [4][8]. - The transaction values Falcon's subsidiaries at C$239 million (US$172 million), reflecting a 19.7% premium over Falcon's closing price on September 29, 2025, and a 53.2% premium to the 90-day traded VWAP [4][10]. Strategic Implications - The acquisition is expected to enhance Tamboran's working interest in the Phase 2 Development Area to 80.62%, aligning further with Daly Waters Energy, LP across the entire EP 76, 98, and 117 acreage [3][4]. - The transaction is seen as a logical consolidation of two leading companies in the Beetaloo Basin, strengthening Tamboran's position in the region [2][4]. Approval and Timeline - The transaction has been unanimously approved by the Boards of Directors of both companies and is anticipated to close in the first quarter of 2026, pending shareholder approvals and other closing conditions [10][11]. - An indicative timeline for the transaction includes key dates such as the filing of the preliminary proxy statement with the SEC on October 30, 2025, and the expected closing date on February 1, 2026 [12][13].

Core Viewpoint - Tamboran Resources Corporation is acquiring Falcon Oil & Gas Ltd. to create a combined business with approximately 2.9 million net prospective acres in the Beetaloo Basin, enhancing operational focus and shareholder value [2][5][6]. Transaction Details - The acquisition involves Tamboran acquiring all subsidiaries of Falcon for 6,537,503 shares of Tamboran NYSE Common Stock and cash consideration of US$23.7 million [5][8]. - The transaction values Falcon's subsidiaries at C$239 million (Stg£128 million), with an implied offer price of C$0.2154 (Stg£0.1152) per share, reflecting a 19.7% premium to Falcon's closing price on September 29, 2025, and a 53.2% premium to the 90-day traded VWAP [5][6]. - Upon completion, Falcon shareholders will receive shares of Tamboran at an exchange ratio of 0.00687 shares of Tamboran for each Falcon Common Stock, resulting in them owning approximately 26.8% of the pro forma business [5][9]. Strategic Implications - The transaction aims to strengthen Tamboran's working interest in the Phase 2 Development Area to 80.62%, aligning further with Daly Waters Energy, LP across the entire EP 76, 98, and 117 acreage [5][6]. - The consolidation is viewed as a logical step to enhance operational efficiency and market position within the Beetaloo Basin [6][8]. Approval and Closing - The transaction has been unanimously approved by the Boards of Directors of both Tamboran and Falcon and is expected to close in the first quarter of 2026, pending shareholder approvals and satisfaction of closing conditions [11][12]. - Following the transaction, Falcon will seek shareholder approval for the cancellation of its shares from trading on the AIM market and the TSX Venture Exchange [5][11]. Financial Performance of Subsidiaries - In the twelve months ending December 31, 2024, Falcon's subsidiaries reported a loss of US$2.2 million and total assets of US$60.7 million [5].

Core Viewpoint - Tamboran Resources Corporation is acquiring Falcon Oil & Gas Ltd. to create a combined business with approximately 2.9 million net prospective acres in the Beetaloo Basin, enhancing operational focus and shareholder value [2][5][6]. Transaction Details - The acquisition involves Tamboran acquiring all subsidiaries of Falcon for 6,537,503 shares of Tamboran NYSE Common Stock and cash consideration of US$23.7 million [5][8]. - Falcon's subsidiaries are valued at C$239 million (Stg£128 million), with an implied offer price of C$0.2154 (Stg£0.1152) per share, reflecting a 19.7% premium over Falcon's closing price on September 29, 2025 [5][6]. - Upon completion, Falcon shareholders will receive shares of Tamboran at an exchange ratio of 0.00687 shares for each Falcon Common Stock, resulting in them owning approximately 26.8% of the pro forma business [5][9]. Strategic Implications - The transaction aims to strengthen Tamboran's working interest in the Phase 2 Development Area to 80.62%, aligning with Daly Waters Energy, LP across the entire EP 76, 98, and 117 acreage [5][6][7]. - The consolidation is viewed as a logical step to enhance operational efficiency and market position in the Beetaloo Basin [6][8]. Approval and Closing - The transaction has been unanimously approved by the Boards of Directors of both Tamboran and Falcon and is expected to close in the first quarter of 2026, pending shareholder approvals [11][12]. - Following the transaction, Falcon will seek shareholder approval for the cancellation of its shares from trading on the AIM market and the TSX Venture Exchange [5][11]. Company Background - Falcon Oil & Gas Ltd. is an international oil and gas company focused on unconventional oil and gas assets, primarily in Australia [17]. - Tamboran Resources Corporation is the largest acreage holder and operator in the Beetaloo Sub-basin, with approximately 1.9 million net prospective acres [18][19].

Financial Data and Key Metrics Changes - The company ended the quarter with US $45.2 million in cash and receivables of US $26 million, including US $11 million from the second tranche of a PIPE transaction and US $15 million from an acreage sale [5][11] - Cash flow primarily funded the SS2H ST1 stimulation and flow testing, with expectations to receive an additional US $15 million by year-end [11] Business Line Data and Key Metrics Changes - Record flow rates were achieved from the SS2H ST1 well, with a 2% increase in rates over the last 30 days of testing without downhole intervention [2][6] - The company has commenced a farmout process for approximately 400,000 acres in the Beetaloo Basin, attracting strong interest from various qualified counterparties [4] Market Data and Key Metrics Changes - The Beetaloo Basin is showing distinct characteristics compared to the Marcellus Shale, with higher gas in place and total organic carbon (TOC) [3][7] - The company is focused on securing approvals for longer-term production and has received consent from native title holders to sell gas under new legislation [4] Company Strategy and Development Direction - The company aims to commence gas sales from the Beetaloo Basin by mid-2026, with plans to ramp up volumes for potential Southeast market distribution [12][30] - The strategy includes pursuing both domestic gas sales and LNG development, with a phased approach to infrastructure development [30][31] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the Beetaloo Basin's potential to transform energy security for the Northern Territory and Australia's East Coast [12] - The company is actively seeking a new CEO and expects to announce the position by the end of the calendar year [5] Other Important Information - The company has implemented anti-vibrating technology to address tool failures in drilling operations, aiming to reduce non-productive time [8] - Infrastructure projects are underway to transport additional volumes to the local pipeline network, with completion expected by mid-2026 [10] Q&A Session Summary Question: Can you provide details on drill times and tool failures? - Management noted typical failures in hostile environments, with the best segments of recent wells achieving around 19 days, indicating potential for improvement [15][16] Question: What is the plan for the upcoming well? - The upcoming well will undergo stimulation and flow testing, with plans to shut it in for a pilot project after testing [17][19] Question: What does a successful farmout outcome look like? - Management indicated it is premature to discuss specifics but noted strong interest from various companies [27] Question: Are both domestic gas sales and LNG development still priorities? - Management confirmed both markets are still of interest, with different timelines for each [30] Question: When can we expect to conclude the farmout process? - Management suggested a reasonable expectation for an announcement around Q1 2026 [38] Question: What explains the unusual production behavior from the SS2H well? - Management attributed it to unique geological characteristics and potential reservoir engineering factors [40][41] Question: What factors will influence the timing of the next drilling program? - The next drilling campaign will largely depend on the farmout process and partner decisions [46][47] Question: Is there a plan for local sand solutions in Phase Two? - Management confirmed ongoing efforts to utilize local sand, pending technical and procedural evaluations [71]

Financial Data and Key Metrics Changes - The company ended the quarter with $45.2 million in cash and receivables of $26 million, including $11 million from the second tranche of a PIPE transaction and $15 million from an acreage sale [5][11] - Cash balance and receivables totaled $71.1 million, with expectations to secure a financing facility for the remaining share of the SPCF infrastructure [11] Business Line Data and Key Metrics Changes - Record flow rates were achieved from the SS2H ST1 well, with a 2% increase in rates over the last 30 days of testing without downhole intervention [2][6] - The company has commenced a farmout process for approximately 400,000 acres in the Beetaloo Basin, attracting strong interest from qualified counterparties [4] Market Data and Key Metrics Changes - The Beetaloo Basin is showing distinct characteristics compared to the Marcellus Shale, indicating lower decline rates supported by higher gas in place and total organic carbon [7] - The company is focused on securing approvals for long-term production and has received consent from native title holders to sell gas under the new beneficial use of gas legislation [4][10] Company Strategy and Development Direction - The company aims to commence gas sales from the Beetaloo Basin by mid-2026, with plans to ramp up volumes for potential long-haul transportation to Southeast markets [12][28] - The strategy includes pursuing both domestic gas sales and LNG development, with a phased approach to infrastructure development [28][29] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the unique geological characteristics of the Beetaloo Basin, which may lead to better performance than other shale wells [37][38] - The company is optimistic about the ongoing farmout process and expects to conclude it by Q1 2026, with a focus on maximizing value [26][35] Other Important Information - The company is progressing discussions with financiers to secure funding for the SPCF construction, with a focus on local sand solutions for future operations [11][67] - The board has been strengthened with the addition of experienced directors, enhancing leadership and strategic capabilities [4] Q&A Session Summary Question: Can you provide details on drill times and tool failures? - Management noted typical failures in horizontal drilling, with the best segments of recent wells achieving around 19 days, indicating potential for improvement [15][16] Question: What is the plan for the upcoming well? - The upcoming well will undergo stimulation and flow testing, with plans to shut it in for a pilot project after testing [17][18] Question: What does a successful farmout outcome look like? - Management indicated it is premature to discuss specifics but noted strong interest from various companies [26] Question: Are both domestic gas sales and LNG development still part of the strategy? - Management confirmed that both markets are still being pursued, with different timelines for each [28] Question: When can we expect to conclude the farmout process? - Management suggested Q1 2026 as a reasonable expectation for announcing the outcome of the farmout process [35] Question: What is the status of the native title holder agreement? - The agreement allows for gas sales for three years, with ongoing discussions to secure a production license [65][66] Question: Is there a plan for local sand solutions? - Management confirmed ongoing efforts to develop local sand solutions, with extensive testing being conducted [67]

Financial Data and Key Metrics Changes - The company ended the quarter with US $45.2 million in cash and receivables of US $26 million, including US $11 million from the second tranche of a PIPE transaction and US $15 million from an acreage sale [5][11] - Cash flow primarily funded the SS2H ST1 stimulation and flow testing, with expectations to receive an additional US $15 million by year-end [11] Business Line Data and Key Metrics Changes - Record flow rates were reported from the SS2H ST1 well, with a 2% increase over the last 30 days of testing without downhole intervention [2][6] - The company has commenced a farmout process for approximately 400,000 acres in the Beetaloo Basin, attracting strong interest from various qualified counterparties [4] Market Data and Key Metrics Changes - The Beetaloo Basin is showing distinct characteristics compared to the Marcellus Shale, indicating lower decline rates supported by higher gas in place and total organic carbon [7] - The company is focused on securing approvals for longer-term production and has received consent from native title holders to sell gas under new legislation [4][10] Company Strategy and Development Direction - The company aims to commence gas sales from the Beetaloo Basin by mid-2026, with plans to ramp up volumes for potential Southeast market distribution [12][30] - The strategy includes pursuing both domestic gas sales and LNG development, with a phased approach to infrastructure development [30][31] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the unique geological characteristics of the Beetaloo Basin, which may lead to better performance than other shale wells [40][41] - The company is actively working on securing financing for infrastructure projects and expects to announce further updates soon [11][62] Other Important Information - The SPCF compression and dehydration facility is on track for completion and commissioning by mid-2026, with the Stuart Plateau Pipeline expected to be completed by year-end [10][11] - The board has been strengthened with the addition of experienced directors from Pioneer Natural Resources [4] Q&A Session Summary Question: Can you provide details on drill times and tool failures? - The company has encountered typical downhole failures but has achieved drilling times as low as 19 days for the best segments of recent wells, indicating potential for improvement [15][16] Question: What is the plan for the upcoming well? - The upcoming well will undergo stimulation and flow testing, with plans to shut it in for a pilot project after testing [17][19] Question: What does a successful farmout outcome look like? - Management indicated it is premature to discuss specifics but noted strong interest from various companies in the farmout process [27] Question: Are both domestic gas sales and LNG development still priorities? - Yes, both markets are being pursued, with a focus on domestic sales first, followed by LNG development as infrastructure allows [30][31] Question: What is the timeline for the farmout process conclusion? - The best-case scenario for concluding the farmout process is around Q1 2026, but timing may vary [38] Question: What explains the unusual production behavior from the SS2H well? - Management suggested unique geological characteristics and reservoir engineering factors may explain the well's performance [40][41] Question: What factors will influence the next drilling program? - The next drilling campaign will largely depend on the farmout process and partner decisions, with plans to start after the wet season [46][47] Question: What is the status of the SPCF funding? - The company is pursuing an infrastructure debt facility and has spent about $20 million to date, with an additional $70 to $80 million needed [61] Question: What is the plan for local sand sourcing? - The company is committed to using local sand and is conducting tests to ensure quality and compliance with regulations [71][72]