Falcon Oil & Gas Ltd.
(“Falcon”)
Notice of Cancellation of Admission to Trading on AIM
17 February 2026 – Falcon Oil & Gas Ltd. (TSXV:FO, AIM: FOG)) announces, in accordance with applicable AIM Rules, that the admission of Falcon’s common shares to trading on AIM will be cancelled (the “AIM Cancellation“) following completion of Falcon’s previously announced transaction (the “Transaction“) with Tamboran Resources Corporation (“Tamboran“).
Pursuant to the terms of an arrangement agreement and plan of arrangement governing the Transaction, (a) Tamboran will (i) issue to Falcon 6,537,503 shares of Tamboran common stock (the “Stock Issuance“) and (ii) pay to Falcon $23,663,080 in cash and (b) Falcon shareholders (other than dissenting Falcon shareholders or Falcon shareholders subject to sanctions) will then be entitled to receive 6,537,503 shares of Tamboran common stock in exchange for all of the outstanding common shares of Falcon (“Common Shares“).
The completion of the Transaction is subject to a number of terms and conditions, including without limitation: (a) approval of the Transaction by Falcon shareholders at the meeting to be held on March 11, 2026 (the “Meeting“); (b) approval of the Stock Issuance by Tamboran stockholders; (c) approval of the plan of arrangement by the Supreme Court of British Columbia; (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. For purposes of the AIM Rules, Falcon shareholders that vote in favour of the Transaction will be voting in favour of the AIM Cancellation upon completion of the Transaction.
In accordance with AIM Rule 41, Falcon is required to provide at least 20 business days notice of the AIM Cancellation. Subject to all conditions being satisfied, it is currently anticipated that closing of the Transaction will be completed on or about 16 March 2026. If the Transaction is completed on 16 March 2026, trading of the Common Shares on AIM would be suspended on 17 March 2026 and the AIM Cancellation would become effective on 18 March 2026. It is anticipated that the CREST depositary interest facility for Falcon will be disabled at 6:00 p.m. …