Tamboran to acquire Falcon Oil & Gas in $239 million deal

Tamboran Resources (NYSE:TBN) will acquire Falcon Oil & Gas (TSXV:FO) for C$239 million (US$175 million), valuing Falcon shares at C$0.2154, a 19.7% premium to its September 29 close. This transaction, expected to close by Q1 2026, will consolidate approximately 2.9 million net acres in Australia's Beetaloo Basin, creating a combined entity with a pro forma market capitalization over US$500 million. Falcon shareholders will receive Tamboran shares and cash, resulting in a 26.8% ownership stake in the merged company, while Tamboran's working interest in the Phase 2 Development Area will increase to 80.62%.

Analysis

Tamboran Resources (TBN) is executing a strategic consolidation within Australia's Beetaloo Basin through the acquisition of Falcon Oil & Gas (FO) in a transaction valued at C$239 million. The deal creates a combined entity with a pro forma market capitalization exceeding US$500 million and control over 2.9 million net acres. For Tamboran, the primary benefit is the significant increase of its working interest in the Phase 2 Development Area to 80.62%, strengthening its operational control ahead of a previously announced farmout process. Falcon shareholders are being offered a compelling premium, with the C$0.2154 per-share valuation representing a 19.7% premium to the recent closing price and a 53.2% premium to the 90-day volume-weighted average price. Upon completion, Falcon shareholders will hold approximately 26.8% of the combined company, effectively converting their direct asset interest into a minority stake in the larger, consolidated operator. The transaction, unanimously approved by both boards, is slated for closure by the first quarter of 2026, contingent on shareholder approvals, after which Falcon will delist from the TSXV and AIM exchanges and its board will resign.

Key Decisions for Investors

• Falcon Oil & Gas shareholders should weigh the immediate value crystallization from the significant 53.2% premium against the long-term prospects of holding a 26.8% minority stake in the larger, combined entity led by Tamboran.
• Investors in Tamboran Resources should view this as a strategic enhancement of operational control in a key asset, but must also factor in the share dilution from the 6.5 million shares being issued and the execution risk associated with the long closing timeline extending to Q1 2026.
• Potential investors should recognize the combined entity as a more scaled and focused play on the Beetaloo Basin, while closely monitoring key milestones such as shareholder votes and the progress of the Phase 2 farmout process, which now carries greater weight for Tamboran.