Tamboran Resources Corp. (NYSE:TBN) and Falcon Oil & Gas Ltd. (OTC:FOLGF) signed a definitive agreement to merge operations across Australia's Beetaloo Basin, creating a company with about 2.9 million net acres and a pro forma market capitalization above $500 million.
Tamboran will acquire Falcon by purchasing all its subsidiaries in exchange for 6.54 million shares of Tamboran stock and $23.7 million in cash. Falcon will then distribute Tamboran shares to eligible shareholders at a ratio of 0.00687 per Falcon share.
Falcon shareholders will hold roughly 27% of the combined company, while Tamboran stockholders will retain about 73%. The deal values Falcon's subsidiaries at 239 million Canadian dollars ($172 million), reflecting a 20% premium to its Sept. 29 closing price and more than 53% above its 90-day average.
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The merger boosts Tamboran's working interest in the Beetaloo's Phase 2 Development Area to more than 80%, ahead of its farmout process with RBC Capital Markets. The consolidation also aligns Tamboran with Daly Waters Energy across EP 76, 98, and 117 following a checkerboarding agreement.
Tamboran Chairman and Interim CEO Dick Stoneburner said the combination consolidates two of the basin's most active operators, while Philip O'Quigley, CEO of Falcon, noted it gives Falcon shareholders stronger exposure to ongoing pilot development and removes uncertainty about their role in future projects.
The boards of both firms unanimously approved the deal, which is expected to close by the first quarter of 2026 pending shareholder and regulatory approvals in Canada, Australia, and under AIM rules in the U.K.. Upon completion, Falcon will cancel its listings on the TSX Venture Exchange and AIM.
The assets being acquired include subsidiaries in Hungary, Ireland, South Africa, and Australia, which collectively reported $60.7 million in assets and a $2.2 million loss in 2024.
The deal follows Tamboran's final investment decision on its Shenandoah South pilot project, underscoring its strategy to advance drilling and commercialization in the basin. The combination is designed to give the enlarged company greater leverage in farmout negotiations while preserving material ownership in key development areas.
Price Action: TBN shares were trading higher by 21.11% to $27.42 at last check Tuesday. FOLGF was up 6.42%.
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