Falcon Enters Agreement to Secure Financing for Australian Acquisition

Falcon Oil & Gas announced that Falcon Canada and PetroHunter Energy Corporation have entered into two agreements which provide for Falcon Australia's acquisition of PetroHunter's remaining 25% interest in the four Beetaloo Basin Exploration Permits in the Northern Territory of Australia, and for Falcon Australia to engage in a private placement of equity securities to finance further exploration on the Permits. The two companies' Boards of Directors have approved the Agreements.

The Agreements provide for the following: (1) For conversion of debt owed by Falcon Australia to Falcon Canada, Falcon Canada will own 75% of the common shares in the restructured Falcon Australia; (2) In consideration for an assignment to Falcon Australia of the undivided 25% working interest which PetroHunter's wholly-owned subsidiary, Sweetpea Petroleum Pty Ltd ("Sweetpea") owns in the four Permits, Sweetpea will own 25% of the common shares of the restructured Falcon Australia; (3) Falcon Australia will now own 100% of the working interest in the Permits; (4) The parties will enter into a Master Services Agreement ("MSA") providing for Falcon Australia to operate the Permits; (5) Falcon Canada will receive a management fee under the MSA; and (6) Falcon Australia intends to enter into an agreement with Martin Place Securities ("MPS"), based in Sydney, Australia, to undertake the Financing. The terms of the agreement with MPS and the amount of the Financing have not yet been determined.

The closing of the Agreements is subject to various conditions first being satisfied, including TSX Venture Exchange approval.


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