Tamboran Resources Corp. (TBN,TBN.AX) and Falcon Oil & Gas Ltd. (FO.V) announced on Tuesday that they have signed a deal to create around 2.9 million net prospective acre Beetaloo Basin across the majority of the Beetaloo depocenter.
The combination of Tamboran and Falcon is a consolidation of two Beetaloo Basin businesses that will form a company with a pro forma market capitalization of over $500 million.
Under the terms, Tamboran will acquire Falcon in exchange for 6.537 million shares of TBN and cash of $23.7 million. The transaction is expected to be closed in the first quarter of 2026.
Post transaction, Falcon will distribute TBN shares to shareholders of Falcon at an exchange ratio of 0.00687 shares of TBN for each Falcon share. Falcon shareholders will own around 26.8%, while Tamboran will own the remaining 73.2%.
The transaction values Falcon's subsidiaries at C$239 million, or $172 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, and a 53.2% premium to the 90-day traded VWAP.
The acquisition is expected to be accretive to Tamboran stockholders, given the implied acreage value of $169 per acre reflects a 4% discount to Tamboran's current implied acreage value of $176 per acre.
The transaction 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 across the entire EP 76, 98 and 117 acreage following completion of the previously announced checkerboard process.
TBN was up by 11.11% at $25.10 in the pre-market trade on the New York Stock Exchange.
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