ALTERNATIVE EARLY WARNING REPORT
PURSUANT TO SECTION 4.5 OF
NATIONAL INSTRUMENT 62-103

The following is the report required by section 4.5 of National Instrument 62-103:

1) The name and address of the eligible institutional investor:
Burlingame Asset Management, LLC
1 Market Street, Spear Tower, Suite 3750
San Francisco, CA 94105
USA

2) Name of reporting issuer with respect to which this report is filed:
Falcon Oil & Gas Ltd. (“Falcon”)

3) Month with respect to which this report is filed:
December 2009

4) Net increase or decrease in the number or principal amount of securities and,
in the eligible institutional investor’s securityholding percentage in the class
of securities, since the last report filed by the eligible institutional investor:
This report is not being filed as a result of an increase or decrease in the number
of Falcon securities held by the Eligible Institutional Investor (the “Investor”).
This report is being filed as a result of a change (described below) in a material
fact included in the Investor’s most recently filed report.

5) Designation and number or principal amount of securities and the eligible
institutional investor’s securityholding percentage in the class of securities at
the end of the month for which this report is made:
As at November 30, 2009, the Investor ownership or control over a total of
105,635,269 common shares representing approximately 17.5% of the Issuer’s
outstanding common stock.

6) Designation and number or principal amount of securities and the
percentage of the outstanding securities referred to in item 5 over which:
a) The eligible institutional investor, either alone or together with any joint
actors, has ownership and control:
See item 6(c) below.

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b) The eligible institutional investor, either alone or together with any joint
actors, has ownership but control is held by other persons or companies
other than the eligible institutional investor or any joint actor:
See item 6(c) below.
c) The eligible institutional investor, either alone or together with any joint
actors, has exclusive or shared control but does not have ownership:
All of the securities referred to in item 5 are controlled (but not owned) by the
Investor on behalf of client accounts over which it has discretionary trading
authority.

7) Purpose of the eligible institutional investor and any joint actors in acquiring
or disposing of ownership of, or control over, the securities, including any
future intention to acquire ownership of, or control over, additional
securities of the reporting issuer:
See items 8 and 10 below.

8) The general nature and the material terms of any agreement, other than
lending arrangements, with respect to securities of the reporting issuer
entered into by the eligible institutional investor, or any joint actor, and the
issuer of the securities or any other person or company in connection with
any transaction or occurrence resulting in the change in ownership or
control giving rise to the report, including agreements with respect to the
acquisition, holding, disposition or voting of any of the securities:
The Investor’s most recently filed report indicated that it and Solitor Holdings
Corp., an indirect wholly-owned subsidiary of Renova Industries Ltd. (together
with the Investor, the “Co-operating Shareholders”) both indicated an intention to
vote the shares they hold in favour of replacing some or all of Falcon’s current
directors with nominees nominated by one or more of the Co-operating
Shareholders at the annual shareholder meeting of Falcon, and therefore may be
considered to be joint actors with each other. The meeting was completed on
December 22, 2009, and the Co-operating Shareholders have no further
agreements with each other and therefore have ceased to be joint actors.

9) The names of any joint actors in connection with the disclosure required by
this report:
None

10) If applicable, a description of any change in any material fact set out in a
previous report by the eligible institutional investor in respect of the
reporting issuer’s securities:
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