11:35:02 EDT Thu 12 Mar 2026
Enter Symbol
or Name
USA
CA



Falcon Oil & Gas Ltd
Symbol FO
Shares Issued 1,109,141,512
Close 2026-03-11 C$ 0.275
Market Cap C$ 305,013,916
Recent Sedar+ Documents

Falcon Oil receives shareholder OK for Tamboran deal

2026-03-12 10:04 ET - News Release

Mr. Philip O'Quigley reports

FALCON OIL & GAS LTD. - FALCON ANNOUNCES SHAREHOLDER APPROVAL OF TRANSACTION WITH TAMBORAN

The holders of common shares of Falcon Oil & Gas Ltd. have voted to approve Falcon's previously announced transaction with Tamboran Resources Corp. The transaction was approved by approximately 99.76 per cent of votes cast by shareholders at a special meeting held on March 11, 2026, to consider the transaction.

The transaction required the approval of: (i) at least two-thirds (66.67 per cent) of the votes cast by shareholders present in person or by proxy and entitled to vote at the meeting; and (ii) a simple majority of the votes cast by shareholders present in person or by proxy and entitled to vote at the meeting, excluding votes cast in respect of shares beneficially owned or over which control or direction is exercised by any persons whose votes must be excluded in accordance with Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions.

The matter voted upon at the meeting and the detailed results were as follows.

There were 457,302,504 shares present or represented by proxy at the meeting, or approximately 41 per cent of the 1,109,141,512 shares issued and outstanding on Jan. 26, 2026, being the record date for the meeting.

The completion of the transaction remains subject to a number of terms and conditions, including, without limitation: (a) approval of the plan of arrangement by the Supreme Court of British Columbia; (b) approval and authorization for listing on the New York Stock Exchange of the Tamboran common stock to be issued in the transaction; (c) the absence of any law or order prohibiting the consummation of the transaction; (d) there being no material adverse changes in respect of Falcon or Tamboran; and (e) other standard conditions of closing for a transaction of this nature. There can be no assurance that all of the necessary approvals will be obtained or that all conditions of closing will be satisfied.

As previously announced, closing of the transaction is expected be completed on or about March 16, 2026. If the transaction is completed on March 16, 2026, trading of the shares on the AIM (Alternative Investment Market) would be suspended at 7:30 a.m. United Kingdom time on March 17, 2026, and the admission of the shares to trading on the AIM would be cancelled effective at 7 a.m. United Kingdom time on March 18, 2026. However, as noted above, the timing for completion of the transaction is subject to the satisfaction of all conditions, and there can be no guarantee that this will occur on March 16, 2026. Further announcements will follow in due course.

Further to the company's disclosure in the circular, the company determined that Philip O'Quigley, chief executive officer, and Anne Flynn, chief financial officer, each a related party (as defined in MI 61-101) of Falcon, each beneficially owned or exercised control or direction over greater than 1 per cent of the total shares, assuming the exercise of their respective stock options, at the time the definitive agreement in respect of the transaction was entered into. An independent committee of the board of directors of Falcon did not determine that the value of the benefits that the officers are each expected to receive as a consequence of the transaction, net of any offsetting costs, was less than 5 per cent of the value of the consideration they were each expected to be entitled to receive under the transaction in exchange for the securities of the company they beneficially owned. As a result, the officers' votes in respect of the shares they beneficially owned or over which they exercised control or direction were excluded from the vote for purposes of the minority shareholder sought pursuant to MI 61-101 at the meeting.

For further information regarding the transaction, please refer to the notice of meeting, the circular and related documents, which are available on SEDAR+ and Falcon's website.

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

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