Mr. Philip O'Quigley reports

FALCON OIL & GAS LTD - RESULTS OF FUNDRAISING

Falcon Oil & Gas Ltd. has confirmed the results of the proposed fundraising announced by the company on April 18, 2024.

The company can confirm that the bookbuild has been completed and Falcon has, conditionally, raised gross proceeds of approximately $4.9-million (approximately 3.9 million British pounds) through the subscription and placing for a total number of 64,794,087 new common shares at an issue price of six pence per share.

As previously announced, alongside the fundraising, Falcon Oil & Gas Australia Ltd. has agreed to grant Daly Waters Energy LP and a major U.S.-based energy industry service provider overriding royalty interests (ORRIs) over Falcon Australia's working interests in the Beetaloo subbasin exploration permits in return for cash payments of $3-million (U.S.) and $1-million (U.S.), respectively. Completion of the grant of the ORRIs is subject to agreement of final legal documentation and to submission to the Northern Territory government in Australia for registration.

The net proceeds of the fundraising, together with the company's existing cash resources of approximately $4.3-million (U.S.), the balance of Falcon's net carry of $3.75-million (Australian) due from Tamboran and the consideration from the grant of the ORRIs, if finalized, will primarily be used to finance Falcon's share of estimated capital expenditure in respect of the work to be carried out on the proposed Shenandoah South pilot project in 2024, including the drilling of two 3,000-metre horizontal wells and the stimulation and flow test of two wells in the Beetaloo subbasin in Australia. These proceeds will also enable Falcon to finance its share of the cost of the planned 330 square kilometres of 3-D seismic survey around the pilot area, which is expected to be acquired during Q4 2024, with processed results being available by Q1 2025.

Sheffield Holdings LP participation

Sheffield Holdings, an affiliate of Daly Waters, has subscribed for a total of 19,912,791 new common shares as part of the subscription. Following the issue of the new common shares, Sheffield will have a total interest in 116,386,398 common shares, representing 10.49 per cent of the enlarged issued share capital. Exceeding 10 per cent will result in Sheffield becoming an insider of the company, which requires the approval of the TSX Venture Exchange. Accordingly, Sheffield's participation in the subscription will be effected in two tranches -- firstly, through the issue of 13,274,194 new common shares to Sheffield (which will be issued and admitted to trading on AIM alongside the other placing shares and subscription shares (together, the first admission)) and, secondly, through the issue to Sheffield of a further 6,638,597 new common shares (which will be admitted to trading on AIM (Alternative Investment Market) following TSX-V approval of Sheffield as an insider of the company (the second admission)).

Director participation

Thomas Layman, a director of the company, participated in the fundraising. The number of new common shares conditionally subscribed for by him pursuant to the subscription, and his resulting shareholding on first admission, is set in the attached table.

Application for admission

The fundraising is conditional on the admission of the new common shares to trading on AIM and the approval of the TSX-V. It is expected that settlement of the relevant new common shares forming part of the first admission (being 58,155,490 new common shares) will occur on April 26, 2024, and that admission will become effective and dealings in those new common shares will commence on the AIM at 8 a.m. on April 26, 2024. The new common shares will not trade on the TSX-V until the date that is four months and one day after the day of issuance.

The new common shares will, when issued, be subject to the articles of association of the company and credited as fully paid and will rank equally in all respects with the existing common shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such common shares after the date of issue of the placing shares. The company's total issued share capital following first admission will be 1,102,502,915 common shares. A separate announcement will be made in respect of the second admission.

About Falcon Oil & Gas Ltd.

Falcon is an international oil and gas company engaged in the exploration and development of unconventional oil and gas assets, with the current portfolio focused in Australia, South Africa and Hungary. Falcon is incorporated in British Columbia, Canada, and headquartered in Dublin, Ireland, with a technical team based in Budapest, Hungary.

Falcon is listed on the AIM and the TSX-V.

Exchange rates

Conversions from Australian dollars to U.S. dollars in this announcement have been conducted at an exchange rate of 1.55:1, being the relevant exchange rate on April 18, 2024. Conversions from U.S. dollars to British pounds in this announcement have been conducted at an exchange rate of 0.8:1, being the relevant exchange rate on April 18, 2024.

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