HNR Acquisition Corp. (HNRA) Shareholders Approve Pogo Resources Deal
by Marlena Haddad on 2023-11-13 at 5:09pm

HNR Acquisition Corp. (NYSE:HNRA) announced this afternoon that its shareholders have approved its business combination with oil developer Pogo Resources and entered into further agreements with Meteora.

In connection with today’s meeting, stockholders holding 4,063,777 shares out of a possible 4,509,403 shares of HNRA’s common stock exercised their right to redeem their shares.

While the trustee is still calculating the final amount of the funds to be removed from the account, the current preliminary calculations are that approximately $44.1 million, or $10.86 per share, will be removed to pay such holders.

The completion vote was initially slated for October 30, but the meeting was adjourned to today, presumably due to a significant number of redemption requests. Subsequently, the SPAC entered into an FPA with Meteora a few days later, involving up to 3,000,000 shares of common stock.

HNR disclosed in an 8-K this afternoon that it is again entering into further agreements with Meteora. This time, it entered into a non-redemption agreement to reverse the redemption of up to the lesser of 600,000 shares and an exchange agreement with certain holders of promissory notes which accrued interest at a rate of 15% per annum.

Pursuant to the exchange agreements, HNRA agreed to exchange, in consideration of the surrender and termination of the notes in an aggregate principal amount of $2,099,545, for 419,909 shares of Common Stock at a price per share equal to $5.00 per share.

HNRA also granted the noteholders piggyback registration rights with regard to the exchange shares.

These noteholders include JVS Alpha Property, a company controlled by HNR’s board member Joseph Salvucci, Jr., Byron Blount, nominee member of the HNR board of directors following the closing, and Mitchell B. Trotter, the designated CFO and a nominee member of the board.

The parties expect to close the deal as soon as practicable following the satisfaction or waiver of the remaining closing conditions. Following the closing of the business combination, the common stock of the company is expected to begin trading on the NYSE American under the current symbol “HNRA”.

HNR inked its membership purchase agreement with Pogo Resources back in January. In August, the SPAC reworked the combination to purchase all of the equity interests of Pogo Resources, revising the purchase price to an aggregate amount of $63 million in cash plus two million shares of a new class of Class B Common Stock and two million units in the company’s newly-formed subsidiary.

Pogo Resources’ fields comprise 13,700 leasehold acres, 343 producing wells and 207 injection wells for a total of 550 wells on the properties. Management expects to increase daily production to nearly 4,000 barrels of oil and oil equivalent in the next three years.

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