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].
Falcon Oil & Gas Ltd. - Tamboran to acquire Falcon Oil & Gas Ltd.