FALCON OIL & GAS LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting (the “Meeting”) of shareholders of Falcon Oil & Gas Ltd. (the “Corporation”) will be held at Boughton Law Corporation, 595 Burrard Street, Vancouver, British Columbia, Canada V7X 1S8 on September 25, 2012 at the hour of 11:00 a.m. (Vancouver time), for the following purposes:

1. To receive the audited annual consolidated financial statements of the Corporation for the financial year ended December 31, 2011 and the report of the auditors thereon.

2. To consider, and if deemed advisable, to pass, without variation, a resolution electing the directors for the ensuing year.

3. To appoint the auditors and to authorize the directors to fix their remuneration.

4. To consider, and if deemed advisable, to pass, without variation, a resolution approving the Corporation‟s stock option plan.

5. To consider, and if deemed advisable, to pass, with or without variation, a special resolution amending the articles of the Corporation to include a provision allowing shareholder meetings to be held in Canada, the United States of America, Great Britain or Ireland.

6. To transact such other business as may properly come before the Meeting or any adjournment thereof.

Shareholders of record as at the close of business on August 23, 2012, will be entitled to notice of and to vote at the Meeting.