Tamboran, Falcon Agree Merger, Approve Beetaloo Gas Project

Tamboran Resources Corp and Falcon Oil & Gas Ltd have signed a definitive merger agreement that they said will create a leading position of about 2.9 million net acres in the Beetaloo sub-basin onshore Australia’s Northern Territory.

Concurrently the companies, already partners through the Beetaloo Joint Venture (JV), sanctioned the Shenandoah South Pilot Project, which has a planned capacity of 40 million cubic feet a day. Drilling operations are progressing and the project is on course to start gas sales mid-2026, according to the co-owners.

Sydney, Australia-based Tamboran will acquire Dublin, Ireland-based Falcon by issuing about 6.54 million shares listed on the New York Stock Exchange (NYSE) to Falcon shareholders. Additionally Tamboran will pay $23.7 million in cash, a joint regulatory filing said.

The parties expect to complete the combination February 2026, subject to approvals by shareholders on both sides. Both companies’ boards approved the transaction.

“On completion, Falcon will distribute Tamboran shares to eligible shareholders of Falcon at an exchange ratio of 0.00687 shares of Tamboran NYSE common stock for each Falcon common stock”, stated the filing with the Australian Securities Exchange (ASX).

“Falcon shareholders will own ~26.8 percent of the pro forma business. Tamboran stockholders will own the remaining 73.2 percent.

“The transaction values Falcon’s subsidiaries at C$239 million (US$172 million), at an implied offer price of C$0.2154 per share. This reflects a 19.7 percent premium of the closing price of Falcon on the TSX [Toronto Stock Exchange] on September 29, 2025 and a 53.2 percent premium to the 90-day traded VWAP [volume-weighted average price].

“The acquisition is accretive to Tamboran stockholders given the implied acreage value of US$169 per acre reflects a four percent discount to Tamboran’s current implied acreage value of US$176 per acre”.

Tamboran chair and interim chief executive Richard Stoneburner said, “The transaction between Tamboran and Falcon is a logical consolidation of two of the Beetaloo Basin’s most active companies”.

“The transaction will also strengthen Tamboran’s acreage position across the majority of the Beetaloo depocenter following the checkerboarding process with DWE”, Stoneburner added.

Tamboran and Daly Waters Energy LP (DWE) equally own Tamboran (B2) Pty Ltd. Tamboran (B2) owns a 77.5 percent stake in the Beetaloo JV, with the remaining 22.5 percent held by Falcon.

The Beetaloo JV owns the joint acreage EPs 76, 98 and 117, which contain the Shenandoah South Pilot Project.

The Shenandoah South Pilot Project sits in the joint acreage’s Northern Pilot Area, where Tamboran is operator with a 47.5 percent stake. DWE also owns 47.5 percent. Falcon holds five percent.

The partners plan to expand development in the Southern Pilot Area, where operator DWE owns 38.75 percent, Tamboran 38.75 percent and Falcon 22.5 percent.

The checkerboarding process determined ownership between Tamboran and DWE for Betaloo JV acreage outside the pilot areas, resulting in the two parties holding areas each with a 77.5 percent operating ownership and Falcon retaining 22.5 percent, Tamboran said in as ASX filing May 13, 2025.

Following the acquisition of Falcon, “Tamboran will have approximately 2.9 million net prospective acres across the Beetaloo basin, including 22.5 percent non-operating interest in all DWE checkers”, Stoneburner said.

“Strategically, we believe this transaction will strengthen our ownership over the Phase II Development Area, where we are currently undertaking a farmout process with RBC Capital Markets. This will allow us to sell down a larger position to a new partner while maintaining a material working interest over acreage”.

The acquisition of Falcon will raise Tamboran’s stake in the Phase II Development Area from 58.13 percent to 80.62 percent. DWE retains 19.38 percent.

Falcon chief executive Philip O’Quigley, said, “This transaction brings Falcon’s shareholders’ interests in the Beetaloo directly to the center of operations and provides our shareholders with greater exposure to all activities carried out by Tamboran”.

Separately Tamboran announced a positive FID (final investment decision) on the Shenandoah South Pilot Project.

“The Pilot Project has been designed to provide long-term production testing of multiple wells that has, alongside additional resource delineation, the potential to sanction a large-scale development to the East Coast gas market”, it said in an ASX filing.

“Tamboran expects to complete the current three-well drilling program in early 4Q 2025. This will be followed by the stimulation of the Shenandoah South 4H well, which is planned to be flow-tested over 30-days in early 2026. The remaining three wells are expected to be stimulated in 1H 2026 after the wet season and ahead of commencement of gas sales in mid-2026”.

The Beetaloo JV partners sanctioned the project after securing approvals from Native Title Holders and the Northern Land Council and a gas sale agreement with the Northern Territory government. The consortium also entered into agreements with the APA Group and the SPCF Trust for supporting infrastructure before reaching a FID.

To contact the author, email jov.onsat@rigzone.com