Beetaloo Basin Shakeup: What Risks Lurk in Tamboran’s Bold Falcon Acquisition?

Strategic Consolidation in the Beetaloo Basin

Tamboran Resources Corporation has announced a definitive agreement to acquire Falcon Oil & Gas Ltd., a move that will consolidate their positions to become the leading acreage holder in the Beetaloo Basin with approximately 2.9 million net prospective acres. This consolidation covers the majority of the Beetaloo depocenter, a key area in Australia's Northern Territory known for its unconventional oil and gas potential.

The transaction, valued at over US$500 million on a pro forma basis, involves Tamboran issuing 6,537,503 shares of its NYSE common stock and paying US$23.7 million in cash to Falcon's subsidiaries. Falcon shareholders will receive Tamboran shares at an exchange ratio of 0.00687 per Falcon share, resulting in Falcon shareholders owning roughly 26.8% of the combined entity, with existing Tamboran shareholders retaining 73.2%.

Market Valuation and Shareholder Impact

The deal values Falcon’s subsidiaries at C$239 million (approximately US$172 million), representing a 19.7% premium over Falcon’s closing price on the TSX as of September 29, 2025, and a 53.2% premium to the 90-day volume-weighted average price. Despite this premium, the acquisition is accretive to Tamboran shareholders, as the implied acreage value of US$169 per acre is slightly below Tamboran’s current valuation of US$176 per acre, suggesting a strategic bargain in expanding their footprint.

Upon completion, Tamboran will strengthen its working interest in the Phase 2 Development Area to over 80%, positioning itself advantageously ahead of a planned farmout process. This enhanced stake also aligns Tamboran more closely with Daly Waters Energy across key exploration permits, further consolidating control and operational efficiency in the region.

Leadership Perspectives and Future Outlook

Richard Stoneburner, Tamboran’s Chairman and Interim CEO, described the acquisition as a "logical consolidation" of two active Beetaloo Basin players, emphasizing the strategic importance of the expanded acreage and the strengthened position in the Phase 2 Development Area. He highlighted the opportunity to bring in new partners through the farmout process while maintaining a significant working interest.

Falcon’s CEO, Philip O’Quigley, welcomed the transaction as a way to centralize Falcon shareholders’ exposure to the Beetaloo Basin’s pilot development activities and remove uncertainties around Falcon’s participation in upcoming farmouts. Both executives expressed confidence in the combined entity’s ability to advance development and de-risk the play.

Next Steps and Regulatory Approvals

The transaction is structured as a Plan of Arrangement under British Columbia law and requires multiple approvals, including those from Falcon and Tamboran shareholders, as well as regulatory and court approvals. The boards of both companies have unanimously approved the deal, which is expected to close in the first quarter of 2026. Key milestones include proxy filings, shareholder meetings, and court hearings, with timing subject to regulatory review and other conditions.

Post-closing, Richard Stoneburner will continue as Chairman and Interim CEO, with no planned changes to Tamboran’s board. Legal and financial advisors are in place to support the transaction and integration process.