Tamboran Finalizes Falcon Takeover, Consolidates Beetaloo Gas Assets

DUBLIN, IRELAND – May 28, 2026 – Falcon Oil & Gas Ltd. has officially ceased to trade as an independent public entity, announcing today the completion of its sale to Australian natural gas developer Tamboran Resources Corporation. The transaction, which endured delays due to complex geopolitical sanctions, finalizes Tamboran's strategic consolidation of key assets in Australia's highly prospective Beetaloo Sub-basin.

The deal marks the end of an era for Falcon, whose shares have been suspended from trading on London's AIM and will soon be delisted from the TSX Venture Exchange. In its place, Tamboran emerges with a strengthened grip on one of Australia's most significant onshore gas resources, poised to accelerate its development plans.

A Strategic Consolidation in the Beetaloo

The core of the transaction centers on Falcon's 22.5% non-operated interest in the EP 117 exploration permit, located in the heart of the Northern Territory's Beetaloo Sub-basin. Tamboran, which already held the remaining 77.5% and acted as the operator, now gains 100% ownership of the permit.

This consolidation is seen by market analysts as a critical strategic move. By eliminating the joint venture structure, Tamboran streamlines decision-making, simplifies operations, and gains full control over the development timeline for the asset. The Beetaloo Sub-basin is estimated to hold vast quantities of natural gas, and Tamboran's stated mission is to develop these resources to supply both Australian domestic markets and international LNG customers, with a focus on low-CO2 production methods.

"Achieving 100% ownership of a core asset is the holy grail for any resource developer," noted one energy sector analyst. "It removes layers of negotiation and potential friction, allowing the operator to move at a pace dictated by geology and markets, not by partner approvals. For Tamboran, this is about de-risking the project and accelerating the path to first gas."

The acquisition transforms Falcon's previously passive stake into a fully integrated part of Tamboran's ambitious Beetaloo Gas Project. This project aims to commercialize the significant gas reserves and establish the infrastructure needed to transport it to markets, including a potential connection to the Darwin LNG facility.

Navigating Shareholder Payouts and Geopolitical Hurdles

For Falcon's shareholders, the completion of the deal triggers a mandatory exchange. Investors, with one notable exception, are set to receive 0.00687 shares of Tamboran common stock for each Falcon share they held. This share-for-share transaction effectively converts them from Falcon investors into shareholders of the larger, consolidated Australian gas company. Registered shareholders must now submit letters of transmittal to receive their new Tamboran stock, a process managed by Computershare Investor Services Inc.

However, the transaction was not without its complications. The deal's closing was delayed from its original timetable due to court hearings related to the treatment of a specific shareholder subject to international sanctions.

According to the final court-approved plan of arrangement, this "Subject Shareholder" was deemed to have dissented from the transaction. Instead of receiving Tamboran stock, this entity is entitled to a cash payment of either US$23.7 million or the fair value of its shares as determined by the Supreme Court of British Columbia, whichever is greater. Crucially, Tamboran will remit these funds directly into a blocked account at a U.S. financial institution, ensuring compliance with sanctions regimes that prohibit the transfer of funds to the sanctioned party.

This intricate arrangement underscores the growing complexity of international mergers and acquisitions in an era of heightened geopolitical tension. Companies must conduct rigorous due diligence and navigate a web of regulations from multiple jurisdictions, which can significantly impact deal structures and timelines. The successful navigation of this hurdle was essential for the transaction to receive its final court approval.

The Future of Falcon's Assets Under Tamboran's Control

With the acquisition complete, the focus shifts squarely to Tamboran's plans for the now fully-owned EP 117 permit. Full ownership empowers Tamboran to fast-track its exploration and appraisal activities, optimize drilling programs, and make unilateral decisions on capital allocation for the project.

Tamboran has been actively de-risking its Beetaloo acreage, with recent successful flow tests from wells like the Shenandoah South 1H demonstrating the commercial potential of the shale gas play. The company's vision is to establish a multi-well production pad and build the necessary pipeline infrastructure to become a cornerstone of the Northern Territory's energy future.

Consolidating the ownership of EP 117 is expected to make the overall Beetaloo Gas Project more attractive to potential financiers and offtake partners. Tamboran has already signed a non-binding Memorandum of Understanding with bp Singapore for a potential LNG offtake agreement, and having undisputed control over a larger portion of the resource base strengthens its negotiating position for future deals.

Industry observers will be watching closely as Tamboran integrates the Falcon assets and executes its development strategy. The company's ability to efficiently move from appraisal to commercial production will be a key test of its strategy and a significant indicator of the Beetaloo's potential to reshape Australia's energy landscape.

The Final Curtain for Falcon Oil & Gas

The closing of the transaction effectively draws the final curtain on Falcon Oil & Gas as a publicly traded enterprise. Concurrent with the announcement, all existing directors and officers of Falcon resigned from their positions.

In a procedural move formalizing the new ownership structure, Doug Bailey of NorthHelm Advisory Ltd. has been appointed as the Sole Director & Chief Executive Officer of the remaining Falcon entity. Furthermore, all previously existing Falcon shares were cancelled. A single new share was then issued to NorthHelm Advisory Ltd., making it the sole shareholder of what is now a wholly-owned subsidiary within the Tamboran corporate structure.

This corporate maneuver is the final step in absorbing Falcon's assets and dissolving its former independent identity. For the market, Falcon's journey has concluded, with its primary legacy being the strategic Beetaloo acreage that now forms a critical component of Tamboran Resources' ambitious growth plans. The focus of investors and the energy industry now shifts entirely to Tamboran as it carries the development of these promising gas fields forward.