Mr. Philip O'Quigley reports

FALCON OIL & GAS LTD. - TAMBORAN TO ACQUIRE FALCON OIL & GAS LTD. TO CREATE ~2.9-MILLION-ACRE BEETALOO BASIN BUSINESS

Falcon Oil & Gas Ltd. and Tamboran Resources Corp. have entered into a definitive agreement to create an approximately 2.9-million-net-prospective-acre business across the majority of the Beetaloo depocentre.

Highlights:

• The combination of Tamboran and Falcon is a logical consolidation of two leading Beetaloo basin businesses and creates a company with a pro forma market capitalization of greater than $500-million (U.S.).
• Under the transaction, Tamboran will acquire Falcon through the acquisition of all its subsidiaries in exchange for 6,537,503 shares of Tamboran NYSE (New York Stock Exchange) common stock and cash consideration of $23.7-million (U.S.).
• On completion, Falcon will distribute Tamboran shares to eligible shareholders at an exchange ratio of 0.00687 share of Tamboran NYSE common stock for each Falcon common stock. These shareholders are expected to own approximately 26.8 per cent of the pro forma business.
• The transaction values Falcon's subsidiaries at $239-million (128 million British pounds) at an implied offer price of 21.54 cents (11.52 pence) per share. This reflects a 19.7-per-cent premium of the closing price of Falcon on the Toronto Stock Exchange on Sept. 29, 2025, and a 53.2-per-cent premium to the 90-day traded VWAP (volume-weighted average price).
• The transaction aims to strengthen Tamboran's working interest in the phase 2 development area to 80.62 per cent ahead of the previously announced farmout process and creates further alignment with Daly Waters Energy LP (DWE) across the entire EPs 76, 98 and 117 acreage following completion of the previously announced checkerboard process.
• The transaction has been unanimously approved by the boards of directors of Tamboran and Falcon.
• The transaction is expected to close by the first quarter of 2026, subject to satisfaction of closing conditions, including the approval by Falcon shareholders of the transaction pursuant to Rule 15 of the AIM (Alternative Investment Market) rules for companies and applicable Canadian corporate and securities laws and the approval by Tamboran stockholders of the issuance of the Tamboran common stock.
• The transaction will, on completion, result in Falcon ceasing to own all of its assets and business; accordingly, Falcon also intends to seek shareholder approval for the cancellation of its shares from trading on the AIM of the London Stock Exchange and the TSX Venture Exchange, conditional on closing of the transaction. Further details will be announced in due course.
• The entities being acquired pursuant to the transaction are Falcon's wholly owned subsidiaries, TXM Oil and Gas Exploration Kft, a Hungarian limited liability company; Falcon Oil & Gas Ireland Ltd., an Irish limited liability company; Falcon Oil & Gas Holdings Ireland Ltd., an Irish limited liability company; Falcon Exploration and Production South Africa Pty. Ltd., a South African limited liability company; and Falcon's 98.1-per-cent majority-owned subsidiary, Falcon Oil & Gas Australia Ltd., an Australian limited liability company. In the 12 months to Dec. 31, 2024, the subsidiaries reported a loss for the year of $2.2-million (U.S.) and total assets of $60.7-million (U.S.).

Falcon Oil & Gas chief executive officer Philip O'Quigley said: "This transaction brings Falcon's shareholders' interests in the Beetaloo directly to the centre of operations and provides our shareholders with greater exposure to all activities carried out by Tamboran. Upon closing of the transaction, Falcon shareholders will benefit from the increased exposure to the critically important pilot development currently under way in the Beetaloo. In addition, this transaction will remove any uncertainty around Falcon's participation in the farmout of the phase 2 development area, as previously announced by Tamboran.

"It has been a pleasure to work with Dick Stoneburner and his team in bringing this transaction to our shareholders."

Tamboran Resources chairman and interim chief executive officer Richard Stoneburner, said: "The transaction between Tamboran and Falcon is a logical consolidation of two of the Beetaloo basin's most active companies and will strengthen Tamboran's acreage position across the majority of the Beetaloo depocentre following the checkerboarding process with Daly Waters Energy LP (DWE).

"Tamboran will have approximately 2.9 million net prospective acres across the Beetaloo basin, including a 22.5-per-cent non-operating interest in all DWE checkers.

"Strategically, we believe this transaction will strengthen our ownership over the phase 2 development area, where we are currently undertaking a farmout process with RBC Capital Markets. This will allow us to sell down a larger position to a new partner while maintaining a material working interest over acreage.

"We recognize Philip and the Falcon shareholders for their work in identifying the opportunity of the Beetaloo basin and bringing in key historic partners, including Hess Corp. and Origin Energy, to help derisk the play."

Transaction

The transaction will be structured as a plan of arrangement under the Business Corporations Act (British Columbia), whereby Tamboran will acquire the equity interests of each of the subsidiaries of Falcon in exchange for 6,537,503 shares of Tamboran NYSE common stock and a cash consideration of $23.7-million (U.S.). Following completion of the transaction, Falcon shareholders are expected to own approximately 26.8 per cent of the pro forma business.

Following completion of the transaction, eligible common shareholders of Falcon will be entitled to receive shares of Tamboran NYSE common stock that are distributed by Falcon based on an exchange ratio of 0.00687 share of Tamboran common stock for each Falcon common stock.

Further details regarding the process for Falcon shareholders to receive their consideration will be provided in the information circular and proxy statement to be delivered by Falcon in connection with the solicitation of proxies to obtain Falcon shareholder approval of the proposed transaction.

The transaction has been unanimously approved by the board of directors of Tamboran and Falcon and is expected to close in the first quarter of 2026, subject to satisfaction of closing conditions, including the approval by Falcon shareholders of the transaction and the approval by Tamboran stockholders of the issuance of the Tamboran NYSE common stock.

The closing is also subject to shareholder approval by the 1.9-per-cent owners of Falcon Oil & Gas Australia, which is a public unlisted company in which Falcon owns 98.1 per cent of the issued share capital. The approval is required under Item 7, Section 611, of the Corporations Act of Australia.

Upon closing of the transaction, the entire board of Falcon will resign. Tamboran will continue to be led by Mr. Stoneburner, chairman and interim chief executive officer, and no changes to the board of directors of Tamboran are planned.

Advisers

Cavendish Capital Markets Ltd. is acting as exclusive financial adviser and Borden Ladner Gervais LLP is acting as legal adviser to Falcon and McCullough Robertson is acting as legal adviser to Falcon Oil & Gas Australia. Latham & Watkins LLP, Torys LLP, White & Case LLP, and Lakatos Koves and Partners (LKT) are serving as legal advisers to Tamboran.

About Falcon Oil & Gas Ltd.

Falcon Oil & Gas 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. Falcon Oil & Gas is incorporated in British Columbia, Canada, and headquartered in Dublin, Ireland.

Falcon Oil & Gas Australia is an approximately 98-per-cent subsidiary of Falcon Oil & Gas.

About Tamboran Resources Corp.

Tamboran Resources, through its subsidiaries, is the largest acreage holder and operator with approximately 1.9 million net prospective acres in the Beetaloo subbasin within the Greater McArthur basin in the Northern Territory of Australia.

Tamboran's key assets include a 47.5-per-cent operating interest over 20,309 acres in the proposed northern pilot area, a 38.75-per-cent non-operating interest over 20,309 acres in the proposed southern pilot area, a 58.13-per-cent operating interest in the proposed phase 2 development area covering 406,693 acres, a 67.83-per-cent operated interest over 219,030 acres in a proposed retention licence 10, a 77.5-per-cent operating interest across 1,487,418 acres over ex EPs 76, 98 and 117, a 100-per-cent working interest and operatorship in EP 136, and a 25-per-cent non-operated working interest in EP 161, which are all located in the Beetaloo basin.

The company has also secured approximately 420 acres (170 hectares) of land at the Middle Arm sustainable development precinct in Darwin, the location of Tamboran's proposed NTLNG (Northern Territory liquefied natural gas terminal) project.

We seek Safe Harbor.