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Pure Acquisition Corp. Announces Business Combination Transaction

FORT WORTH, Texas, Nov. 27, 2019 (GLOBE NEWSWIRE) -- Pure Acquisition Corp. (a??Purea??) (NASDAQ: PACQ, PACQU, PACQW), an oil and gas exploration and production focused special purpose acquisition entity, today announced that it has entered into a Business Combination Agreement (the a??HPK Business Combination Agreementa??) with, among others, HighPeak Energy, Inc. (a??HighPeak Energya??), a wholly owned subsidiary of Pure formed to effect the business combination, and certain affiliates of HighPeak Energy Partners, LP (the a??HighPeak Fundsa??), and a Contribution Agreement (the a??Grenadier Contribution Agreementa?? and, together with the HPK Business Combination Agreement, the a??Business Combination Agreementsa??) with, among others, HighPeak Energy and Grenadier Energy Partners II, LLC (a??Grenadiera??).
Pursuant to the Business Combination Agreements, a wholly owned subsidiary of HighPeak Energy will merge with and into Pure, with Pure surviving as a wholly owned subsidiary of HighPeak Energy and Purea??s existing stockholders receiving one share of common stock of HighPeak Energy for each share of Purea??s common stock owned thereby. HighPeak Energy will then acquire certain assets from the HighPeak Funds in exchange for shares of its common stockA and certain assets from Grenadier in exchange for shares of its common stock, warrants to purchase shares of its common stock and cash (such transactions referred to collectively as, the a??business combinationa??). After giving effect to the business combination, HighPeak Energy will conduct its business as an independent oil and natural gas company engaged in the acquisition, development and production of oil, natural gas and NGL reserves with assets located in the northeastern part of the oil-rich Midland Basin. Upon completion of the business combination, HighPeak Energy intends to list its common stock and warrants for trading on the New York Stock Exchange (the a??NSYEa??) or the Nasdaq Capital Market (the a??Nasdaqa??) under the symbols a??HPKa?? and a??HPKWS.a?? Purea??s securities are expected to be delisted from the Nasdaq at closing of the business combination concurrently with the NYSE or Nasdaq listing for trading of HighPeak Energya??s securities.The transaction was unanimously approved and recommended to Purea??s board of directors (the a??Boarda??) by Aa special committee consisting of independent directors of Purea??s Board, and is expected to close in the first quarter of 2020, subject to certain closing conditions, including receipt of the requisite shareholder approval.Jack Hightower, HighPeak Energya??s Chairman, President and CEO, commented, a??Wea??re extremely excited about this transaction as this area provides for one of the best on-shore domestic U.S. opportunities in regards to accelerated near-term cash flow growth, single well economics due to the high oil production content, industry leading full-cycle operating margins and the economies of scale we expect to achieve in cost savings attributable to drilling & completion operations, production facilities and infrastructure due to the contiguous nature of the asset base.A The HighPeak management team is confident in our ability to successfully implement the proposed development drilling program and achieve the anticipated growth profile of the company.a??Patrick Noyes, Grenadiera??s Chairman, President and CEO, said, a??We are excited to reach this agreement with HighPeak Energy in the current market and help form a new strategic pure play company focused on a key area of the Midland basin that has been significantly de-risked over the past year. Our Grenadier team has performed exceptionally well in both executing on our active drilling and completion program along with supporting this key transaction with HighPeak. As a significant shareholder going forward, we are excited about the continued growth and upside potential of this combined asset.a??
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