Tamboran Resources (NYSE: TBN) will acquire Falcon Oil & Gas (TSXV: FO) in a transaction valuing Falcon’s subsidiaries at $239 million (US$172 million) in a massive energy consolidation move expected to close in Q1 2026.
Under a definitive plan of arrangement, Tamboran will acquire all Falcon subsidiaries in exchange for 6,537,503 shares of Tamboran common stock and US$23.7 million in cash. Falcon will then distribute Tamboran shares to eligible holders at 0.00687 Tamboran share per Falcon common. The implied offer is $0.2154 per Falcon share, a 19.7% premium to Falcon’s last closing and 53.2% above its 90-day average.
Post-combination, Falcon shareholders are expected to hold 26.8% and Tamboran stockholders 73.2% of the combined company, which is represented as having a pro forma market capitalization greater than US$500 million.
Tamboran characterizes the deal as accretive on acreage metrics: the US$169 per-acre implied value for Falcon reflects a 4% discount to Tamboran’s current implied US$176 per acre. Strategically, Tamboran targets an 80.62% working interest in the Phase 2 Development Area ahead of a farm-out process currently being run with RBC Capital Markets, positioning the company to sell down a larger stake while maintaining a material interest.
The combination also “creates further alignment” with Daly Waters Energy after a checkerboarding process, and leaves Tamboran with around 2.9 million net prospective acres across the majority of the Beetaloo depocenter, including a 22.5% non-operated interest in all Daly Waters Energy checkers.
Both boards unanimously approved the deal. Closing is subject to Falcon shareholder approval, Tamboran stockholder approval of the share issuance, court approvals, regulatory clearances, and approval by the 1.9% minority owners of Falcon Oil & Gas Australia per Australia’s Corporations Act. Dick Stoneburner will remain Chairman and Interim CEO and no Tamboran board changes are planned.
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