Tamboran to acquire Falcon Oil & Gas
Torys is acting as Canadian counsel to Tamboran with a team that includes Janan Paskaran, Jon McDonald, Devan Fafard and Laura Parvan (corporate/M&A), Andrew Gray (litigation), John Terry (international trade/sanctions), Omar Wakil (regulatory/competition) and Craig Maurice (tax).
On September 30, 2025, Falcon Oil & Gas Ltd. (“Falcon”) and Tamboran Resources Corporation (“Tamboran”) entered into a definitive agreement to create an approximate 2.9 million net prospective acre business across the majority of the Beetaloo depocenter for a value of C$239 million.
The combination of Tamboran and Falcon is a consolidation of two Beetaloo Basin businesses that will form a company with a pro forma market capitalization of over C$500 million.
Under the definitive agreement, which will be implemented by way of a plan of agreement under the Business Corporations Act (British Columbia), Tamboran will acquire the equity interests of each of the subsidiaries of Falcon in exchange for 6,537,503 common shares of Tamboran common stock and a cash consideration of US$23.7 million.
Following completion of the transaction, Falcon shareholders are expected to own approximately 26.8% of the pro forma business. Eligible common shareholders of Falcon will be entitled to receive shares of Tamboran NYSE common stock at a ratio of 0.00687 per Falcon share.
Unanimously approved by the Board of Directors of Tamboran and Falcon, the transaction is expected to close in the first quarter of 2026, subject to shareholder approval by the 1.9% owners of Falcon Oil & Gas Australia Ltd, which is a public unlisted company in which Falcon owns 98.1% of the issued share capital. The transaction is also subject to satisfaction of closing conditions, including the approval by Falcon shareholders and the approval by Tamboran stockholders of the issuance of Tamboran common shares.
Following closing of the transaction, Tamboran will continue to be led by Chairman and Interim CEO, Dick Stoneburner. No changes to Tamboran’s Board of Directors are planned.
Further information can be found on Globe Newswire’s website.
Falcon is an international oil & gas company engaged in the exploration and development of unconventional oil and gas assets, with the current portfolio focused in Australia. It is incorporated in British Columbia, Canada and headquartered in Dublin, Ireland.
Tamboran is the largest acreage holder and operator with approximately 1.9 million net prospective acres in the Beetaloo Sub-basin within the Greater McArthur Basin in the Northern Territory of Australia.