Home Company Investor Center Projects Contact Us AIM Rule 26 The information below is supplied for the purpose of complying with AIM Rule 26 and was last updated on 4 November 2021. 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 About Us page. Corporate Governance, Board of Directors and Board Committees One way we satisfy our responsibility to our stakeholders is maintaining best practices in corporate governance. We are committed to accountability, transparency and integrity in conducting our business. In accordance with Rule 26 of the AIM Rules for Companies issued in March 2018, Falcon Oil & Gas Ltd. (“Falcon” or “Company”) must provide details of a recognised corporate governance code that the board of directors of Falcon have adopted, how the Company complies with that code, and where it departs from its chosen corporate governance code an explanation of the reasons for doing so. Falcon is a British Columbian registered company and applies the requirements of Canadian National Instrument 58‑101 ‑ Corporate Governance Disclosure (“NI 58‑101”). NI 58‑101 requires a company to include in its management information circular each year the disclosure required by Form 58‑101F2. Appendix “B” of Falcon’s management information circular for its most recently held or scheduled annual general meeting, a copy of which can be found Management Information Circular, provides corporate governance disclosure in respect of Falcon including, in particular, answers and explanations to the requirements set out in Form 58‑101F2. Board of Directors Joe Nally – Non Executive Chairman Philip O’Quigley – Director, President & CEO Daryl H Gilbert – Non Executive Director Gregory Smith – Non Executive Director JoAchim Conrad – 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 Joe Nally, Greg Smith, Daryl Gilbert, JoAchim Conrad 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 Daryl Gilbert, Greg Smith and Maxim Mayorets . Constitutional Documents Falcon Oil and Gas Ltd. Articles of Association. Securities Information Falcon Oil and Gas Ltd. has a total of 981,847,425 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 25.39%. 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) and the TSX Venture Exchange (TSXV). The UK Takeover Code does not apply to the Company. Significant Shareholdings Name of Holders No. of Shares % held Lamesa Holdings S.A 157,083,634 16.00 Burlingame Asset Management 48,772,302 4.97 Nicolas Mathys 40,000,000 4.07 Resale Restrictions: 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. 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 1200 Waterfront Centre 200 Burrard Street Vancouver BC V7X 1T2 Canada Head Office 68 Merrion Square South Dublin 2 Ireland Auditors BDO 55 Baker Street London W1U 7EU United Kindgom Nominated Adviser & Broker Cenkos Securities Plc 6.7.8 Tokenhouse Yard London EC2R 7AS United Kindgom Registrars Computershare Trust Company of Canada 3rd Floor, 510 Burrard Srteet Vancouver, British Columbia V6C 3B9 Canada Legal Advisers Borden Ladner Gervais Centennial Place,East Tower 1900 520-3rd Ave SW,Calgary,AB,Canada T2P 0R3 Company Secretary Bruce Lawrence, Borden Ladner Gervais Centennial Place,East Tower 1900 520-3rd Ave SW,Calgary,AB,Canada T2P 0R3 Communications Advisor Capital Market Communications Ltd (“Camarco”) 107 Cheapside London EC2V 6DN Shareholder Circulars 14 Oct 2021 2021 Management Information Circular 10 Nov 2020 2020 Management Information Circular 08 Nov 2019 2019 Management Information Circular 17 Sep 2018 Management Information Circular 16 Aug 2017 Management Information Circular 18 May 2016 Management Information Circular 09 Nov 2015 Management Information Circular 07 Nov 2014 Management Information Circular 29 Aug 2013 Management Information Circular 24 Aug 2012 Management Information Circular 30 May 2011 Management Information Circular Admission Documents 28 March 2013 Falcon Admission Document Press Releases Reports & Filings AIM Rule 26 Share Price Company Presentations Sign up to our Newsletter © 2021 Falcon Oil & Gas. 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