HPK Energy, LP (HPK LP) entered into a business combination agreement to acquire Pure Acquisition Corp. (NasdaqCM:PACQ) in a reverse merger transaction for $780 million on May 4, 2020. Under the terms of the deal, HighPeak Energy, Inc. (HighPeak Energy), a wholly owned subsidiary of Pure, will acquire Pure, with each outstanding share of Class A Common Stock and Class B Common Stock of Pure converted into the right to receive one share of HighPeak Energy common stock, and HPK Energy, LLC, HighPeak Energy, LP, HighPeak Energy II, LP and HighPeak Energy III, LP contributing their limited partner interests in HPK LP to HighPeak Energy in exchange for HighPeak Energy common stock for total consideration of 75 million shares of HighPeak Energy common stock, subject to the adjustments. As on July 1, 2020, an amendment was made to provide one contingent value right to be issued as merger consideration for each share of High Peak Energy common stock that is issued as merger consideration to holders of the Pure Acquisition Corp.'s Class A common stock. As on July 7, 2020, an amendment was made to the consideration, where the Pure Acquisition shareholders will now receive one share of HighPeak Energy common stock, cash payment equal to the amount by which the per-share redemption value of Pure's Class A common stock exceeds $10 per share at closing and one contingent value right to be issued as merger consideration for each share of High Peak Energy common stock. On July 24, 2020, an amendment was made to the consideration, where the Pure Acquisition shareholders will now receive one share of HighPeak Energy common stock, cash payment equal to the amount by which the per-share redemption value of Pure's Class A common stock exceeds $10 per share at closing, one contingent value right to be issued as merger consideration for each share of High Peak Energy common stock and one full warrant to purchase HighPeak Energy common stock for $11.5 per share.

After giving effect to the business combination, Pure intends to list its common stock for trading on the Nasdaq Capital Market under the symbol “HPK”. In related transactions, HighPeak Energy entered into forward purchase commitments and subscriptions agreements which is expected to be completed prior to the closing of the transaction. Following the consummation of the business combination, Jack Hightower will serve as Chief Executive Officer, Rodney L. Woodard will serve as Chief Operating Officer, Michael L. Hollis will serve as President and Steven W. Tholen will serve as Chief Financial Officer of HighPeak Energy. Immediately prior to the business combination, HighPeak Energy Management, LLC, which is owned by Jack Hightower and certain other individuals, will sell HighPeak Energy Employees, Inc. to HPK LP, which, subject to certain limited conditions, will then be contributed to HighPeak Energy in the business combination. HighPeak Employer employs all of the personnel that provide services to the HighPeak Funds and their subsidiaries, including the HighPeak Contributed Entities. As a result, HighPeak Energy will be managed by the executive officers named above and employees who have historically provided services to HighPeak Energy, LP, HighPeak Energy II, LP and HighPeak Energy III, LP, including operating the target assets.

The closing of the business combination is subject to the requisite approval of stockholders of Pure Acquisition Corp., the satisfaction of customary conditions, the expiration of the waiting period (or extension thereof) under the Hart-Scott Rodino Antitrust Improvement Act of 1976, completion of offer by Pure Acquisition to redeem Class A Common Stock issued in its IPO and the shares of Pure Acquisition issuable in the transaction having been approved for listing on the NYSE or the Nasdaq. The transaction is subject to minimum aggregate funding availability which shall not be less than $100 million and the minimum equity capitalization shall not be less than $50 million. The transaction was unanimously approved and recommended to the Board of Directors of Pure Acquisition by a special committee consisting of independent directors of the Board of Pure Acquisition. A special meeting of shareholders of Pure Acquisition was held on May 15, 2020, where they approved the amendment of the Pure's second and restated certificate of incorporation to extend the date by which it has to consummate a business combination from May 21, 2020 to August 21, 2020. Board of Pure recommends the shareholders to vote for the transaction in the shareholder meeting seeking approval for the transaction. As of August 11, 2020, Pure Acquisition Corp. stated that, in the event that HighPeak Energy's Contingent Value Rights are not approved for listing on an exchange by the closing of the business combination, the parties intend to waive the condition that the Contingent Value Rights be approved for listing in connection with the closing of the business combination. As of August 3, 2020, special meeting of the stockholders of Pure Acquisition will be held on August 18, 2020 to approve the transaction. The business combination is expected to close by August 21, 2020. The transaction is expected to close in the third quarter of 2020. As of August 10, 2020, the transaction has obtained another extension to August 2020 to complete its initial business combination.

Jefferies LLC and EarlyBirdCapital, Inc. acted as financial advisor along with G. Michael O'Leary, Taylor Landry, Hal Haltom, Tom Ford and Allison Mantor of Hunton Andrews Kurth LLP acted as legal advisors to the special committee of the Board of Directors of Pure Acquisition. Sarah K. Morgan along with Jeffery B. Floyd, John M. Grand, Scott D. Rubinsky, Shane M. Tucker, John E. Lynch and Hill Wellford of Vinson & Elkins L.L.P. acted as legal advisors to HPK Energy and its affiliates. Latham & Watkins LLP acted as legal advisor to Jefferies LLC. Pure Acquisition engaged Morrow & Co., LLC to assist in the solicitation of proxies for the special meeting and agreed to pay Morrow a fee of $25,000. Mark Zimkind of Continental Stock Transfer & Trust Company acted as Pure's transfer agent. Weaver and Tidwell, L.L.P. provided auditor's report for financials of HPK. Pure Acquisition will pay Jefferies LLC a fee of $1.5 million for its services.