AIM Rule 26

AIM RULE 26

The information below is supplied for the purpose of complying with AIM Rule 26 and was last updated on 22 June 2016.

Country of incorporation and main country of operation

The company is incorporated in the province of British Columbia, Canada and the main countries of operation are Australia, South Africa and Hungary.

The Company is incorporated under the Business Corporations Act (British Columbia) and the rights of the Company’s shareholders are governed by British Columbia law which may be different from the rights of shareholders in a UK incorporated company.

For a description of the business, please see the Company Information page.

Board of Directors and Board Committees

Board of Directors

JoAchim Conrad – Non Executive Chairman  
Philip O’Quigley – Director, President & CEO
Dr György Szabo – Non Executive Director
Daryl H Gilbert – Non Executive Director
Gregory Smith – Non Executive Director
Maxim Mayorets – Non Executive Director

Biographical details of the Directors can be found on the Board of Directors page.

Responsibilities of Board of Directors and Committees

The Directors of the Company are responsible for supervising the management of the Company. To discharge this obligation, the Directors assume responsibility for the following areas: Strategic Planning Process, Monitoring Tactical Progress, Risk Assessment, Senior Level Staffing, Integrity, Material Transactions, Monitoring Directors’ Effectiveness, Disclosure Policy and Code of Business Conduct, Feedback from Shareholders, Nominations and Corporate Governance.

The Board of Directors of the Company have appointed three committees: Audit, Compensation and Reserves:

The Audit Committee is responsible for monitoring and enhancing the quality of the financial information disclosed by the Company and is governed by the Audit Committee Charter. The current members are Gregory Smith (Chair), Maxim Mayorets and Daryl Gilbert.

The Compensation Committee is responsible for developing and monitoring the Company’s approach to the compensation of Directors and Officers of the Corporation. The committee is governed by the Compensation Committee Charter. The current members are JoAchim Conrad, Greg Smith, Daryl Gilbert and Maxim Mayorets.

The Reserves Committee is responsible for developing and monitoring the Company’s oil and gas reserves. The operation of the committee is governed by the Reserves Committee Charter. The current members are Greg Smith and Daryl Gilbert .

Constitutional Documents

Falcon Oil and Gas Ltd. Articles of Association.

Securities Information

Falcon Oil and Gas Ltd. has a total of 927,537,517 common shares. There are no shares held in treasury.

In accordance with the AIM Rules (AIM Rule 26), in so far as the Company is aware, the percentage of the Company’s issued share capital that is not in public hands is approximately 46%. This percentage comprises the holdings of the directors who directly or indirectly hold shares in the Company, in addition to the significant shareholders.

The company’s shares are listed on the London Stock Exchange (AIM), the TSX Venture Exchange (TSXV) and the Irish Stock Exchange (ESM).

Significant Shareholdings

Name of Holders Numbers of Shares  % held
RENOVA HOLDING LTD 150,810,134 16.26
BURINGAME ASSET MANAGEMENT 125,231,739 13.50
SWEETPEA PETROLEUM 80,625,170 8.69
PERSISTENCY PRIVATE EQUITY / SWISS ENERGY PARTNERS 59,304,484 6.39
NICOLAS MATHYS 50,551,600 5.45

 Resale Restrictions:

  1. Common Shares that were sold by the Company to purchasers in the United States were sold in private placement transactions that were not registered under the United States Securities Act of 1933 (the U.S. Securities Act) or any state securities laws. As a result, those purchasers may offer, sell, pledge or otherwise transfer their common shares: (a) outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act; (b) within the United States only to the Company or in accordance with Rule 144 or Rule 144A under the U.S. Securities Act, if available; or (c) in another transaction that does not require registration under the U.S. Securities Act.
  2. Holders of shares in the Company must not offer, sell or deliver, directly or indirectly, any of the Placing Shares in Canada or to or for the benefit of any person resident in Canada until the expiry of the relevant hold period under applicable Canadian securities laws.

Company Announcements

Please see the Press Releases page to access notifications made by the Company.

Financial Information

For our most recent annual report and the quarterly reports published since the last annual report, please see our Reports and Filing/Consolidated Financial Statements page.

Key Advisers

Registered Office
Suite 810
675 West Hasting Street
Vancouver, British Columbia V6B1N2 - Canada

Head Office
68 Merrion Square South
Dublin 2 - Ireland

Auditors
BDO
55 Baker Street.
London W1U 7EU - UK

Nominated Adviser & Broker
Davy
Davy House
49 Dawson Street,
Dublin 2 - Ireland

Registrars
Computershare Trust Company of Canada
3rd floor, 510 Burrard Street
Vancouver, British Columbia V6C 3B9 - Canada

Legal Advisers
Dentons Canada LLP
77 King St W#400
Toronto, Ontario M5K0A1 – CANADA


Company Secretary
Rebecca Kacaba
Dentons Canada LLP
77 King St W#400
Toronto, Ontario M5K0A1 – CANADA


Shareholder Circulars

18 May 2016
Management Information Circular

09 November 2015
Management Information Circular

07 November 2014
Management Information Circular

29 August 2013
Management Information Circular

24 August 2012
Management Information Circular

30 May 2011
Management Information Circular

Admission Documents

28 March 2013
Falcon Admission Document

Dentons Canada LLP

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