HNR Acquisition Corp (NYSEAM:HNRA) executed a letter of intent to acquire Pogo Resources, LLC from CIC Partners, LP, DenCo Resources, LLC, Pogo Resources Management, LLC and 4400 Holdings, LLC on September 20, 2022. HNR Acquisition Corp (NYSEAM:HNRA) entered into a membership interest purchase agreement (MIPA) to acquire Pogo Resources, LLC from CIC Partners, LP, DenCo Resources, LLC, Pogo Resources Management, LLC and 4400 Holdings, LLC for approximately $120 million on December 27, 2022. The purchase price for the target Interests will be (a) cash in the amount of $100 million in immediately available funds provided, that up to $15 million of the Cash Consideration may be payable through a promissory note to sellers and (b) 2,000,000 shares of HNR's common stock, provided, that, at closing, 500,000 shares of share consideration will be placed in escrow for the benefit of the HNR. The Base Purchase Price is subject to adjustment in accordance with the MIPA. The transaction is subject to the share consideration shall have been approved for listing on the NYSE American, Nasdaq or another nationally recognized securities exchange, any waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have been terminated or shall have expired, approval of HNR Stockholder Approval at the Special Meeting. The transaction has been approved by the board of directors of HNR Acquisition and Pogo. As on June 13, 2023 HNR Acquisition Corp announces that, in accordance with HNR Acquisition Corp's amended and restated certificate of incorporation, it has received notice from HNRAC Sponsors LLC of its intention to extend the period of time by which HNR Acquisition Corp must complete its initial business combination for one month until July 15, 2023. In accordance with the HNR Acquisition Corp's amended and restated certificate of incorporation, AC Sponsors LLC's designee has timely deposited into the designated trust account, on June 9, 2023, an aggregate of $120,000 in order to extend the period of time by which HNR Acquisition Corp must complete its initial business combination from June 15, 2023 to July 15, 2023. On July 13, 2023, HNRAC Sponsors LLC's designee has deposited into trust, on July 11, 2023, an aggregate of $0.12 million to extend the period of time by which the Company must complete its initial business combination from July 15, 2023 to August 15, 2023. The MIPA may be terminated (i) at any time prior to Closing by the mutual prior written consent of Seller and Buyer; (ii) by Seller or Buyer if Closing has not occurred on or before October 30, 2023. (iii) by Buyer, if all conditions to Seller?s obligation to proceed with Closing have been satisfied or waived by Buyer but Seller has refused to close; (iv) by Seller or Buyer if, after the final adjournment of the special meeting of the Company?s stockholders at which a vote of the Company?s stockholders has been taken in accordance with the MIPA, the Company?s stockholder approval has not been obtained; (v) by Seller, if the Closing has not occurred on or before November 15, 2023 and Sponsor has not effected the extension of time allowed for the Company to consummate a purchase. HNR Acquisition Corp announced today that its stockholders have approved the proposed business combination with Pogo Resources, LLC and its subsidiaries, and to acquire the Grayburg-Jackson oil field in the prolific Permian Basin in Eddy County, New Mexico.

Jon Platt of Baker Botts L.L.P. served as legal advisor to Pogo and CIC. Matthew Ogurick of K&L Gates LLP served as legal advisor to HNR Acquisition Corp. Clifton A. Squibb of Hamilton Squibb & Shores, LLP served as legal advisor to Pogo and CIC. Continental Stock Transfer & Trust Company acted as transfer agent, Advantage Proxy, Inc. acted as information agent and RSI & Associates, Inc. acted as fairness opinion provider to HNR. Matthew Ogurick of Pryor Cashman LLP acted as legal advisor for HNR. In connection with RSI & Associates? preparation of the fairness opinion, HNRA agreed to pay, and has paid in full, to RSI & Associates an aggregate fee of $54,210.

HNR Acquisition Corp (NYSEAM:HNRA) completed the acquisition of Pogo Resources, LLC from CIC Partners, LP, DenCo Resources, LLC, Pogo Resources Management, LLC and 4400 Holdings, LLC on November 15, 2023.