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Falcon Oil & Gas Ltd.
(“Falcon” or the “Company”)
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Falcon Announces Closing of Transaction with Tamboran
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28 May 2026 – Falcon Oil & Gas Ltd. (TSXV: FO, AIM: FOG) announces that it has completed the previously announced sale of all of its subsidiaries to Tamboran Resources Corporation (“Tamboran”) pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the “Transaction”) following receipt of final court approval (the “Final Order”) from the Supreme Court of British Columbia (the “Court”). The grant of the Final Order by the Court was announced by the Company on 27 March 2026.
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Shareholders of Falcon, excluding a shareholder that is subject to sanctions (the “Subject Shareholder”), are entitled to receive 0.00687 shares of Tamboran common stock (the “Share Consideration”) for each of their common shares of Falcon (“Falcon Shares”). Pursuant to the Final Order, the Subject Shareholder was deemed to have exercised its right to dissent in respect of the special resolution of Falcon’s shareholders approving the Transaction and, as a result, is entitled to receive the greater of cash consideration of US$23.7 million or the fair value of the Subject Shareholder’s Falcon Shares, as determined by the Court in accordance with Section 245 of the Business Corporations Act (British Columbia), which consideration will be remitted by Tamboran directly into an existing blocked account at a U.S. financial institution in the name of the Subject Shareholder.
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Registered shareholders must forward to Computershare Investor Services Inc., as depositary, a properly completed and signed letter of transmittal in the form that was mailed to shareholders and is available under the Company’s profile at www.sedarplus.ca, with accompanying share certificate(s), if applicable, in order to receive the Share Consideration to which such registered shareholder is entitled under the Transaction.
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Financial intermediaries that hold Falcon Shares on behalf of beneficial shareholders through CDS are required make an election through CDSX to receive the Share Consideration. The election will require financial intermediaries to confirm that they do not hold Falcon Shares on behalf of the Subject Shareholder. This election must be made by not later than 5:00 p.m. (Eastern Time) on June 12, 2026.
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The Company released an announcement on 17 February 2026 which confirmed that the admission of the Falcon Shares to trading on AIM would be cancelled following completion of the Transaction (“Completion”) and set the anticipated timetable for Completion and subsequent delisting. As subsequently announced, that timetable was delayed owing to adjournment and rescheduling of Court hearings and the receipt of Court approval subject to certain amendments being made to the Plan of Arrangement relating to the treatment of Falcon shareholders that are subject to sanctions.
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As Completion has now occurred, the existing directors and officers of Falcon have resigned from their respective positions and Doug Bailey has been appointed as the Sole Director & Chief Executive Officer of Falcon, effective immediately.
English (US)