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Falcon Oil & Gas Ltd. - Tamboran to acquire Falcon Oil & Gas Ltd. to create ~2.9-million-acre Beetaloo Basin business
Globenewswire· 2025-09-30 06:20
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].