お知らせ • Oct 02
Tamboran Resources Corporation (ASX:TBN) and Tamboran (Beetaloo) Pty Ltd entered into a definitive agreement to acquire TXM Oil and Gas Exploration Kft., Falcon Oil & Gas Ireland Ltd., Falcon Oil & Gas Holdings Ireland Ltd., Falcon Exploration and Production South Africa (Pty) Ltd., and 98.1% in Falcon Oil & Gas Australia Limited from Falcon Oil & Gas Ltd. (TSXV:FO) for $24 million.
Tamboran Resources Corporation (ASX:TBN) and Tamboran (Beetaloo) Pty Ltd entered into a definitive agreement to acquire TXM Oil and Gas Exploration Kft., Falcon Oil & Gas Ireland Ltd., Falcon Oil & Gas Holdings Ireland Ltd., Falcon Exploration and Production South Africa (Pty) Ltd., and 98.1% in Falcon Oil & Gas Australia Limited from Falcon Oil & Gas Ltd. (TSXV:FO) for $24 million on September 30, 2025. Under the transaction, Tamboran will acquire Falcon via the acquisition of all its subsidiaries in exchange for 6,537,503 shares of Tamboran NYSE Common Stock and a cash consideration of $23.7 million. On completion, Falcon will distribute Tamboran shares to eligible shareholders of Falcon at an exchange ratio of 0.00687 shares of Tamboran NYSE Common Stock for each Falcon Common Stock. Falcon shareholders will own 26.8% of the pro forma business. Tamboran stockholders will own the remaining 73.2%. The Arrangement Agreement contains certain termination rights for both Tamboran and Falcon, including, among others, (a) upon the mutual consent of Tamboran and Falcon, (b) by either Tamboran or Falcon if (i) the Transactions are not consummated on or prior to March 30, 2026 (which date, if certain requisite regulatory approvals have not been obtained and all other conditions to the Closing have been satisfied or waived on such date, will be automatically extended to June 30, 2026), or (ii) a final non-appealable governmental order has been enacted, entered, promulgated, adopted, issued or enforced prohibiting or making illegal any of the transactions contemplated by the Transactions, (c) by either Tamboran or Falcon if either the Falcon Requisite Shareholder Approval or Tamboran Stockholder Approval shall not have been obtained, (d) by either Tamboran or Falcon if the other party breaches any of its representations, warranties or covenants in the Arrangement Agreement in a manner that would cause the corresponding condition to not be satisfied, subject to certain conditions, (e) by either Tamboran or Falcon if the other party’s board of directors changes its recommendation with respect to the Stock Issuance or Transactions, as applicable, (f) by either Tamboran or Falcon if there is a willful and material breach by the other party of the applicable restrictions with respect to soliciting competing business combination transactions, (g) by Tamboran if Falcon’s undisclosed liabilities exceed $3 million and (h) automatically if the Minority Shareholder Approval is not obtained. If the Arrangement Agreement is terminated in certain specified circumstances, Tamboran or Falcon would be required to pay the other party a termination fee of $3.75 million or $1.62 million, respectively. Upon closing of the Transactions, Tamboran will continue to be led by Chairman and Interim Chief Executive Officer Dick Stoneburner, and no changes to the Board of Directors or the management team of Tamboran are planned.
The Closing is subject to certain conditions, including, among others, (a) the approval of the Transactions by at least 66.67% of the votes cast by Falcon shareholders and, if required by applicable Canadian securities laws, a simple majority of the votes cast by Falcon shareholders, excluding Falcon common shares held by persons required to be excluded under such laws, at a meeting of Falcon shareholders, (b) the approval of the issuance of the Stock Consideration by a majority of the votes cast by Tamboran stockholders at a meeting of Tamboran stockholders, (c) the approval of the Transactions by the Supreme Court of British Columbia on terms consistent with the Arrangement Agreement and otherwise reasonably satisfactory to the parties, (d) the authorization for listing of the Stock Consideration on the New York Stock Exchange and (e) the absence of any law or order enjoining, restricting or prohibiting the consummation of the transactions contemplated by the Transactions. The obligation of each party to consummate the Transactions is also conditioned upon (a) the other party’s representations and warranties being true and correct (subject to certain materiality thresholds), (b) the other party having performed in all material respects its obligations under the Arrangement Agreement, (c) the absence of any material adverse effect in respect of the other party, and (d) the receipt of an officer’s certificate from the other party certifying the satisfaction of each such condition. In addition, the obligation of Tamboran to consummate the Transactions is subject to (a) no more than 5% of the issued and outstanding Falcon common shares exercising dissent rights in connection with the Falcon Requisite Shareholder Approval, (b) all requisite regulatory clearances or approvals have been obtained and remain in full force and effect, (c) the execution and delivery of certain support agreements and stock option cancellation agreements by certain Falcon shareholders, and (d) the approval of the Transactions by Falcon Australia’s minority shareholders by December 30, 2025. The transaction has been unanimously approved by the Board of Directors of Tamboran and Falcon and is expected to close on February 1, 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% owners of Falcon Oil & Gas Australia Ltd.
Janan Paskaran of Torys LLP acted as legal advisor for Tamboran Resources Corporation. John M. Greer, David J. Miller, Ryan J. Lynch, Tim Fenn and Jared Grimley, Les Carnegie and Andrew Galdes, Joseph Bargnesi, Josh Friedman, Sarah Gadd, Kendall Burnett, Joshua Marnitz, Jason Cruise, Peter Todaro, Robert Brown, Andrew Abokhair, Saul Aguirre-Villarreal and Philipp Studt of Latham & Watkins LLP acted as legal advisor for Tamboran Resources Corporation. Lakatos, Köves and Partners acted as legal advisor for Tamboran Resources Corporation. White & Case LLP acted as legal advisor for Tamboran Resources Corporation. Cavendish Capital Markets Limited acted as financial advisor and fairness opinion provider for Falcon Oil & Gas Ltd. Lloyd McLellan of Borden Ladner Gervais LLP acted as legal advisor for Falcon Oil & Gas Ltd. Mccullough Robertson Lawyers acted as legal advisor for Falcon Oil & Gas Australia Limited.