06:28 AM EDT, 09/30/2025 (MT Newswires) -- Falcon Oil & Gas ( FOLGF ) (FO.V, AIM: FOG) shares jumped 10% at last look to a 52-week high in UK trade Tuesday after it and Tamboran Resources ( TBN ) agreed to merge, creating a business with nearly 2.9 million net prospective acres across most of the Beetaloo depocenter and a pro forma market cap above US$500 million.
Under the deal, Tamboran will acquire Falcon through the purchase of all its subsidiaries in exchange for 6,537,503 Tamboran NYSE common shares and US$23.7 million in cash, according to a statement.
On completion, Falcon will distribute Tamboran shares to eligible shareholders at an exchange ratio of 0.00687 shares of Tamboran NYSE Common Stock for each Falcon Common Stock. These shareholders are expected to own near 26.8% of the pro forma business.
Tuesday's statement said the transaction values Falcon's subsidiaries at C$239 million, at an implied offer price of C$0.2154 per share. This reflects a 19.7% premium of the closing price of Falcon on the TSX on September 29, 2025 and a 53.2% premium to the 90-day traded VWAP.
The transaction, Tuesday's statement said, aims to strengthen Tamboran's working interest in the Phase 2 Development Area to 80.62% ahead of the previously announced farmout process and creates further alignment with Daly Waters Energy, LP (DWE) across the entire EP 76, 98 and 117 acreage following completion of the previously announced checkerboard process.
The transaction has been unanimously approved by the Board of Directors of Tamboran and Falcon.
The transaction is expected to close by the first quarter of 2026, subject to satisfaction of closing conditions, including the approval by Falcon shareholders and the approval by Tamboran stockholders of the issuance of the Tamboran common stock.
The transaction will on completion result in Falcon ceasing to own all of its assets and business. Accordingly, Falcon also intends to seek shareholder approval for the cancellation of its shares from trading on the AIM market of the London Stock Exchange and the TSX Venture Exchange, conditional on closing of the transaction.
Shares in FO were up $0.01 at $0.18 in Canada yesterday, leaving it shy of a 52 week high and giving the company a market cap here just short of C$200 million.