HOUSTON, TX / ACCESSWIRE / October 20, 2023 / HNR Acquisition Corp (NYSE American:HNRA) (the "Company" or "HNRA") a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, has filed a definitive proxy statement (the "Proxy Statement") with the Securities and Exchange Commission ("SEC") and has commenced mailing the Proxy Statement to stockholders with respect to its special meeting of shareholders to be held on October 30, 2023 at 1:30 pm EDT to approve, among other things, its 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 ("Pogo"). The Pogo fields comprise 13,700 contiguous leasehold acres, 343 producing wells and 207 injection wells for a total of 550 wells on the properties. Current production is approximately 1,400 barrels of oil and oil equivalent per day. Management expects to increase daily production to nearly 4,000 barrels of oil and oil equivalent in the next three years in accordance with the reserve report by William Cobb & Associates, a 3rd party engineering firm retained by Pogo.

The special meeting will be conducted via a live web cast on October 30, 2023. Only holders of record of shares of the Company's common stock at the close of business on October 10, 2023 (the record date), are entitled to vote. There will be voting on five proposals:

• The Purchase Proposal - To approve and adopt the various transaction documents to acquire Pogo;
• The Incentive Plan Proposal - To approve and adopt an omnibus incentive Plan attached to the Proxy Statement;
• The NYSE American Proposal - To approve, for purposes of complying with NYSE American Rule 713(a), the potential and likely issuance of more than 19.99% of the Company's outstanding shares of common stock in connection with the acquisition of Pogo;
• The Charter Proposal - To consider and vote upon a proposal to approve and adopt the form of second amended and restated certificate of incorporation attached to the Proxy Statement;
• The Adjournment Proposal - To approve the adjournment of the meeting to a later date, as necessary.

The Company expects to close on its business combination as soon as possible following the special meeting; however, there are several closing conditions which must be met in addition to stockholder approval, including, without limitation, listing approval by the NYSE American.

As a precautionary measure, the Company has also filed a preliminary proxy statement with the SEC on October 18, 2023, for stockholders of record as of a date yet to be determined, to approve another extension beyond the November 15, 2023, Termination Date (as defined in the Company's Certificate of Incorporation) in order to allow the Company extra time, if needed, to satisfy the closing conditions for the business combination with Pogo. The Company anticipates that a meeting held for extension purposes will only be held after the special meeting to approve the business combination; however, it may cancel such meeting if the Company closes the business combination promptly after the special meeting of the stockholders on October 30, 2023.

About HNR Acquisition Corp
HNRA is a blank check company (otherwise known as a special purpose acquisition company or SPAC) formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

For more information on HNRA, the acquisition and the transaction, please visit the Company website: https://www.hnra-nyse.com/

Forward-Looking Statements
This press release includes "forward-looking statements" that involve risks and uncertainties that could cause actual results to differ materially from what is expected, including the funding of the Trust Account to further extend the period for the Company to consummate an initial business combination, if needed. Words such as "expects," "believes," "anticipates," "intends," "estimates," "seeks," "may," "might," "plan," "possible," "should" and variations and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements relate to future events or future results, based on currently available information and reflect the Company's management's current beliefs. A number of factors could cause actual events or results to differ materially from the events and results discussed in the forward-looking statements. Important factors - including the availability of funds, the results of financing efforts and the risks relating to our business - that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time to time on EDGAR (see www.edgar-online.com) and with the Securities and Exchange Commission (see www.sec.gov). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. In addition, please refer to the Risk Factors section of the Company's Form 10-K as filed with the SEC on March 31, 2023 and the Risk Factors section of the definitive proxy statement filed on Schedule 14A on October 13, 2023 for additional information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Investor Relations
Michael J. Porter, President
PORTER, LEVAY & ROSE, INC.
mike@plrinvest.com

SOURCE: HNR Acquisition Corp