On 27 March 2026, Falcon Oil & Gas Ltd. issued an update on the ongoing transaction</strong) with Tamboran Resources Corporation. The proposed business combination was previously approved by Falcon shareholders on 11 March 2026 and is governed by an arrangement agreement dated 30 September 2026. Falcon attended a hearing at the Supreme Court of British Columbia on 26 March 2026 to request a final order to implement the plan of arrangement that underpins the deal.
The court hearing followed Falcon’s news release dated 25 March 2026. At that session, Lamesa Holding S.A., a beneficial shareholder of Falcon, registered opposition to the grant of the Final Order. The Court ultimately approved the requested relief but did so subject to specified amendments to the Plan of Arrangement that address how Falcon shareholders who are subject to sanctions will be treated under the arrangement.
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Court ruling and required changes
The Court’s conditional approval requires Falcon and Tamboran to modify the Plan of Arrangement to reflect the treatment of sanctioned shareholders. Falcon and Tamboran are now assessing how those modifications affect the legal and practical steps needed to complete the combination. The companies have to evaluate the substance of the amendments and any accompanying operational or securities-law implications before they can implement the revised plan. Falcon has emphasized that the Court approval was not unconditional and that the changes ordered are focused specifically on the mechanism for dealing with holders subject to sanctions.
Timing, conditions and the outside date
Closing remains contingent on the satisfaction or waiver of the conditions set out in the Arrangement Agreement. Because the court-imposed amendments may affect implementation timelines, Falcon and Tamboran intend to extend the outside date under the agreement to allow additional time for those conditions to be met. Extending the outside date is intended to avoid premature termination of the deal while the parties finalize the revisions required by the court and complete any remaining regulatory or administrative steps.
Conditions to closing and potential outcomes
The conditions in the arrangement include customary regulatory approvals, completion of documentation and any other items the agreement makes prerequisites to closing. If a condition cannot be satisfied or waived, either party may have the contractual right to terminate the Arrangement Agreement, delay closing, or negotiate further accommodations. Falcon has stated that it will continue to provide shareholders and stakeholders with updates as the parties progress toward satisfying the outstanding conditions.
Where to find supporting documents
Key transaction materials such as the notice of meeting and the management information circular are available on SEDAR+ and on Falcon’s corporate website at www.falconoilandgas.com. Falcon also references its management information circular dated 4 February 2026 and its annual information form for the year ended 31 December 2026 for additional background and risk disclosure. Interested parties should consult these filings for the formal texts of the relevant arrangements and detailed explanations of the matters approved by shareholders.
Forward-looking statements and risk factors
This update contains forward-looking statements about the completion, timing and effects of the proposed transaction. Those statements are subject to a range of risk factors including the possibility that closing conditions may not be satisfied, that either party could terminate the agreement, that legal proceedings might arise, or that regulatory or market events could delay or prevent completion. Other material risks include reputational impacts, integration challenges, the dilutionary effect of any issuance of Tamboran common stock, commodity price volatility, and potential increases in operating costs following announcement or closing.
All forward-looking statements speak only as of the date they are made and are based on information available at that time; Falcon does not undertake an obligation to update such statements except as required by applicable securities laws. The company reiterates that neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
For further information about the transaction, refer to the documents on SEDAR+ or visit www.falconoilandgas.com. For enquiries, Falcon Oil & Gas Ltd. can be contacted through its corporate offices and nominated advisers.
