Falcon Oil and Gas (FOLGF)

[Ebenezer3]

https://abnnewswire.net/lnk/809LP7U8. Sydney, June 27, 2023 AEST (ABN Newswire) - Tamboran Resources Limited (ASX:TBN) (TBNNY:OTCMKTS) has received binding commitments for a non-underwritten placement to new and existing shareholders to raise up to ~$53.2 million (before costs) at $0.18 per share. The price represents a 12.2 per cent discount to the closing price on Thursday, 22 June 2023 and 13.0 per cent discount to the 10-day VWAP for the period ending 22 June 2023.

In conjunction with the placement, Helmerich & Payne (NYSE:HP) and Tamboran have signed a binding Heads of Agreement (HOA) for a Convertible Note (CN) of ~US$9 million (~$13.2 million), which is subject to shareholder approval. The CN has a 5-year term and 5.5% interest rate (paidin-kind), with a conversion floor of $0.21 per share and ceiling of $0.30 per share.

The Company intends to launch a Share Purchase Plan (SPP) allowing existing shareholders to participate on the same terms as the placement at $0.18 per share of up ~$5 million. binding HOA to complete a CN with H&P for up to ~US$9 million (~$13.2 million). The note is expected to cover the cost of mobilisation of the H&P super spec FlexRig(R) Flex 3 Rig into Australia during H1 2023. This will allow Tamboran to focus on investing into drilling activities to mature resources and unlock gas in the Beetaloo Basin.

Institutional equity placement

Tamboran has received commitments for ~$53.2 million (pre-costs) in equity, to be raised through the issue of approximately 295.6 million new shares to new and existing investors. This includes a further equity investment of ~$14.7 million from Tamboran's largest shareholder, Sheffield Holdings, LP ("Sheffield").

The placement was conducted at an issue price of $0.180 per share ("Issue Price"), representing a discount of:

- 12.2% to Tamboran's last traded price on Thursday, 22 June 2023 of $0.205 per share.

- 13.0% to Tamboran's 10-day VWAP ended Thursday, 22 June 2023 of $0.207 per share.

The placement comprises two-tranches as follows:

- An unconditional placement of 288,995,504 New Shares to raise ~$52.0 million, to be issued without shareholder approval ("Tranche 1 Placement"). New Shares issued under the Tranche 1 Placement will be issued within the Tamboran's existing placement capacity in accordance with ASX Listing Rule 7.1 (184,623,835 shares) and 7.1A (104,371,669 shares); and

- A conditional placement of 6,638,886 New Shares to certain Tamboran directors to raise ~$1.2 million, subject to shareholder approval at a general meeting expected to be held in late July / early August 2023 ("Tranche 2 Placement").