Tamboran Resources and Falcon Oil & Gas Ltd. have agreed to a definitive transaction that will create a leading Beetaloo Basin operator with approximately 2.9 million net prospective acres across the majority of the Beetaloo depocenter.
The deal, which values Falcon’s subsidiaries at C$239 million (US$172 million), results in a combined company with a pro forma market capitalisation exceeding US$500 million.
Under the terms, Tamboran will acquire Falcon by taking ownership of all its subsidiaries in exchange for 6,537,503 shares of Tamboran NYSE Common Stock and a cash consideration of US$23.7 million.
Falcon shareholders will receive shares in Tamboran at an exchange ratio of 0.00687 per Falcon share, resulting in ownership of around 26.8 per cent of the new company, while Tamboran shareholders will retain 73.2 per cent.
The offer represents a 19.7 per cent premium to Falcon’s September 29, 2025 closing share price on the TSX and a 53.2 per cent premium to the 90-day volume-weighted average price.
The transaction, unanimously supported by both boards, will increase Tamboran’s interest in the Phase 2 Development Area to 80.62 per cent before a potential farmout process, while enhancing alignment with Daly Waters Energy across EP 76, 98 and 117.
Completion is expected in the first quarter of 2026, subject to shareholder and regulatory approvals.
Tamboran Resources Chairman and Interim CEO, Richard Stoneburner, said: “The transaction between Tamboran and Falcon is a logical consolidation of two of the Beetaloo Basin’s most active companies.
“The transaction will also strengthen Tamboran’s acreage position across the majority of the Beetaloo depocenter following the checkerboarding process with DWE.”
He added that the deal would consolidate ownership over the Phase 2 Development Area and support Tamboran’s farmout process, while recognising Falcon for its role in advancing the Beetaloo and securing major industry partners in its early stages.
Falcon CEO Philip O’Quigley said: “This transaction brings Falcon’s shareholders’ interests in the Beetaloo directly to the centre of operations and provides our shareholders with greater exposure to all activities carried out by Tamboran.”
He added that shareholders would benefit from increased participation in the ongoing pilot development, with the agreement removing uncertainty about Falcon’s future role in the Phase 2 process, praising the collaborative relationship with Stoneburner in reaching this outcome.