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Falcon Oil & Gas Ltd. - Notice of Special Meeting of Shareholders and Management Information Circular

MWN-AI** Summary

Falcon Oil & Gas Ltd. has announced a special meeting of shareholders scheduled for March 11, 2026, at the Conrad Hotel in Dublin, Ireland, starting at 4:00 p.m. (Dublin time). Shareholders will vote on a proposed plan of arrangement concerning the acquisition of Falcon’s subsidiaries by Tamboran Resources Corporation and its wholly-owned subsidiaries. The acquisition consideration includes 6,537,503 shares of Tamboran common stock along with a cash component of $23.7 million.

Shareholders of record as of January 26, 2026, will receive a complete notice of the meeting, management information circular, and additional related documents, which are also accessible on SEDAR+ and the Falcon website. The company urges shareholders to review the materials thoroughly and seek advice from their tax, financial, legal, or other professional advisors if needed.

To facilitate shareholder engagement, Falcon will hold a Q&A session through the Investor Meet Company platform before the meeting, with further details to be released soon. The event represents a critical decision point for shareholders, given the significance of the proposed acquisition in shaping the company’s future.

Falcon Oil & Gas Ltd., incorporated in British Columbia and headquartered in Dublin, is engaged in the exploration and development of unconventional oil and gas assets, with operations primarily in Australia, South Africa, and Hungary. For more information about the company, stakeholders can visit their official website.

For any inquiries, shareholders can reach out to company representatives, including CEO Philip O'Quigley and CFO Anne Flynn, or contact Cavendish Capital Markets Limited for brokerage services. Notably, the TSX Venture Exchange and its Regulation Services Provider do not assume responsibility for the accuracy of this release.

MWN-AI** Analysis

Falcon Oil & Gas Ltd. (TSXV: FO, AIM: FOG) is approaching a pivotal moment with the announcement of its special meeting set for March 11, 2026, where shareholders will vote on a significant acquisition by Tamboran Resources Corporation. This arrangement underscores a moment of strategic transition for Falcon, and it presents a unique opportunity for investors to reassess their positions based on the evolving landscape.

The proposed acquisition includes 6,537,503 shares of Tamboran common stock along with US$23.7 million. For shareholders, this could represent a lucrative exit strategy, especially considering the valuation dynamics between Falcon and Tamboran. Given the complexities of the oil and gas sector, prudent investors should closely examine both teams’ strategic vision, operational strengths, and financial health.

Shareholders are encouraged to review the Management Information Circular provided and participate in the upcoming Q&A session via the Investor Meet Company platform. Engaging with these resources will provide vital insights into how the acquisition might enhance the shareholder value and the long-term outlook for Falcon post-deal. An active and informed shareholder base can significantly influence the outcome of the vote.

Investors should also consider the broader market conditions in the oil and gas industry, particularly regarding commodity prices, regulatory environments, and geopolitical factors that could impact valuation and operational ability. With Falcon's assets spread across Australia, South Africa, and Hungary, diversification may offer some buffer against regional economic fluctuations.

In summary, this acquisition represents both risk and opportunity. Investors should make informed decisions, considering the potential for growth through consolidation in the sector and the financial implications of such a strategic move. Consulting financial advisors and conducting a thorough analysis of both companies' proposals will ensure a more calculated approach to investment in Falcon Oil & Gas.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: GlobeNewswire

Falcon Oil & Gas Ltd.
(“Falcon”)

Notice of Special Meeting of Shareholders and Management Information Circular

09 February 2026 - Falcon Oil & Gas Ltd. (TSXV: FO, AIM: FOG) will hold a special meeting of shareholders at the Conrad Hotel, Earlsfort Terrace, Dublin 2, Ireland on 11 March 2026 at 4:00 p.m. (Dublin time). At the Meeting, Shareholders will be asked to vote on the previously announced plan of arrangement which provides for the acquisition by Tamboran Resources Corporation (“Tamboran”), through its wholly-owned subsidiaries, of all of the equity interests of Falcon’s subsidiaries for consideration consisting of 6,537,503 shares of Tamboran common stock and US$23.7 million.

A complete notice of meeting, management information circular and related documents are now available on SEDAR+ at www.sedarplus.ca and Falcon’s website at www.falconoilandgas.com and are being sent to shareholders of record as at 26 January 2026. Shareholders are urged to read this information carefully and, if you require assistance, to consult your tax, financial, legal or other professional advisors.

In advance of the meeting, Falcon will conduct a Q&A via the Investor Meet Company platform to address any questions that shareholders may have. Details will be announced in due course.

Ends.

For further information, please contact:

CONTACT DETAILS:

Falcon Oil & Gas Ltd.         +353 1 676 8702
Philip O'Quigley, CEO+353 87 814 7042
Anne Flynn, CFO+353 1 676 9162
 
Cavendish Capital Markets Limited (NOMAD & Broker)
Neil McDonald+44 131 220 9771


About Falcon Oil & Gas Ltd.
Falcon Oil & Gas Ltd. is an international oil & 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 Ltd. is incorporated in British Columbia, Canada and headquartered in Dublin, Ireland.

For further information on Falcon Oil & Gas Ltd. please visit www.falconoilandgas.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.


FAQ**

How will the acquisition by Tamboran Resources Corporation of Falcon Oil & Gas Ltd FOLGF's subsidiaries impact the company's future operations and financial performance post-merger?

The acquisition of Falcon Oil & Gas Ltd's subsidiaries by Tamboran Resources Corporation is likely to enhance operational efficiency, expand resource portfolios, and potentially improve financial performance through increased production capabilities and market share in the hydrocarbon sector.

What considerations led Falcon Oil & Gas Ltd FOLGF to choose Tamboran Resources as a buyer, and how was the valuation of the offered shares and cash determined?

Falcon Oil & Gas Ltd chose Tamboran Resources as a buyer due to strategic alignment and synergies in their operations, while the valuation of the shares and cash offered was likely assessed through comparative market analysis and the potential future cash flows of the acquired assets.

Can you provide details on how the acquisition will affect Falcon Oil & Gas Ltd FOLGF's shareholders, particularly regarding the 6,537,503 shares of Tamboran common stock?

The acquisition is expected to enhance Falcon Oil & Gas Ltd's shareholders' value by allowing them to hold 6,537,503 shares of Tamboran common stock, potentially increasing their investment's liquidity and aligning with Tamboran's growth strategy.

What is the timeline for the completion of the acquisition process for Falcon Oil & Gas Ltd FOLGF, and what phases will shareholders need to be aware of before the special meeting on 11 March 2026?

The acquisition process for Falcon Oil & Gas Ltd (FOLGF) is expected to unfold in phases leading up to the special meeting on March 11, 2026, including notice and communication to shareholders, due diligence, formal approvals, and finalization of the agreement.

**MWN-AI FAQ is based on asking OpenAI questions about Falcon Oil & Gas Ltd. (TSXVC: FO:CC).

Falcon Oil & Gas Ltd.

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