Core Viewpoint - Houston American Energy Corp. (HUSA) has entered into a definitive agreement to acquire Abundia Global Impact Group, LLC (AGIG), which specializes in converting waste into high-value fuels and chemicals, aligning with HUSA's strategy to diversify its portfolio and enhance shareholder value through innovation in the renewable energy sector [1][3]. Acquisition Details - HUSA will acquire 100% of AGIG's issued and outstanding units, issuing shares that will equal 94% of HUSA's aggregate issued and outstanding common stock at the time of closing [2]. - AGIG is preparing to build its first advanced plastic recycling facility in Cedar Port, Texas, as part of a structured growth plan to scale its technologies for producing renewable fuels and chemicals from waste [2][4]. Strategic Alignment - The acquisition positions HUSA within the multi-billion dollar renewable energy market, providing a platform and project pipeline for future value generation [3]. - AGIG's Cedar Port facility will serve as a hub for a five-year development plan in the U.S., designed to scale production capacity while maintaining capital discipline [4]. Future Outlook - HUSA and AGIG are working on a structured integration and execution plan, with expectations to close the acquisition early in the second quarter of 2025 [5].

Revenue and Production - Total oil and gas revenues decreased 30% to $560,180 in 2024 from $794,027 in 2023, attributed to an 18% decline in oil production and an 11% decline in gas production [186]. - The average sales price of natural gas decreased by 99% from 2023 levels [186]. - Gross oil production decreased to 5,992 Bbls in 2024 from 7,971 Bbls in 2023, a decline of approximately 25% [187]. - Net gas production fell to 53,476 Mcf in 2024 from 57,360 Mcf in 2023, representing a decrease of about 6.5% [187]. - Average oil sales price per barrel decreased to $73.08 in 2024 from $74.08 in 2023, a decline of approximately 1.4% [187]. - Total oil sales revenue in the U.S. for 2024 was $473,900, down from $590,586 in 2023, reflecting a decrease of about 19.7% [189]. Expenses and Impairments - An impairment charge of $6,668,634 was incurred in 2024, primarily due to a write-down of the investment in Hupecol Meta ($6,392,874) and impairment of U.S. assets ($275,760) [173]. - Lease operating expenses increased by 24% to $747,559 in 2024 from $473,925 in 2023 [189]. - General and administrative expenses rose by 32% to $2,123,051 in 2024 from $1,614,245 in 2023 [193]. - Impairment expense for Hupecol Meta was $6,392,874 in 2024, indicating a significant deterioration in earnings performance [192]. Cash Flow and Financing - Cash balance decreased to $2,960,151 at December 31, 2024, down from $4,059,182 at December 31, 2023 [198]. - Operating activities used cash of $1,536,515 in 2024, compared to $263,191 used in 2023, largely due to a payment to the former CEO [198]. - Financing activities provided cash of $2,325,000 in 2024, an increase from $1,652,000 in 2023, primarily from a private placement [200]. Investments and Future Plans - Capital investment expenditures for 2024 totaled $1,887,516, all related to direct investments in Hupecol Meta [164]. - Distributions from Hupecol Meta amounted to $922,719 in 2024, representing the company's share of distributable net income [165]. - The company plans to acquire Abundia Global Impact Group, LLC and RPD Technologies, LLC, focusing on developing a production plant for plastics and petrochemicals in the Houston area [177]. - The company anticipates production from six new wells on the Finkle State Unit to begin in the second quarter of 2025 [162]. Operational Changes - The company has 4 wells on production in the U.S. Permian Basin as of December 31, 2024 [163]. - In 2023, the company experienced lease expirations in Yoakum County, Texas, totaling 46 net acres [159]. - The company recognized a loss on disposal of oil and gas properties of $2,343,126 due to the termination of interests in Colombia [155].

Core Viewpoint - Univest Securities, LLC has successfully closed a registered direct offering for Houston American Energy Corp, raising approximately $4.42 million through the sale of 2.6 million shares at a price of $1.70 per share [1][2]. Company Overview - Houston American Energy Corp is an independent oil and gas company engaged in the acquisition, exploration, exploitation, development, and production of natural gas, crude oil, and condensate, primarily located in the Texas Permian Basin, Colombia, and the Louisiana Gulf Coast [6]. Offering Details - The offering involved the sale of 2,600,000 shares of common stock at a purchase price of $1.70 per share, resulting in gross proceeds of approximately $4,420,000 [2]. - The offering was conducted under a shelf registration statement on Form S-3, which was declared effective by the SEC on November 4, 2024 [3].

Group 1 - Houston American Energy Corp. has entered into a definitive agreement for the purchase and sale of 2,600,000 shares of its common stock at a price of $1.70 per share in a registered direct offering [1][2] - The expected gross proceeds from this offering are approximately $4,420,000, with the transaction anticipated to close on or about January 23, 2025, subject to customary closing conditions [2] - The offering is being conducted under a shelf registration statement previously filed and declared effective by the SEC on November 4, 2024 [3] Group 2 - Univest Securities, LLC is acting as the sole placement agent for this offering [2] - A final prospectus supplement and accompanying prospectus will be filed with the SEC and will be available on the SEC's website [3][4] - The press release clarifies that it does not constitute an offer to sell or solicit an offer to buy securities in jurisdictions where such actions would be unlawful [4]

Revenue Performance - Total oil and gas revenues increased 15% to $130,239 for the three months ended September 30, 2024, compared to $112,994 for the same period in 2023[56]. - Oil and gas revenues declined 28% to $393,729 for the nine months ended September 30, 2024, compared to $547,408 for the same period in 2023[56]. - Distributions from Hupecol Meta totaled $268,817 and $922,959 for the three and nine months ended September 30, 2024, respectively[54]. Expenses - Lease operating expenses increased 78% to $229,210 during the three months ended September 30, 2024, from $128,918 during the same period in 2023[59]. - General and administrative expenses decreased by 10% to $280,260 during the three months ended September 30, 2024, from $312,344 during the same period in 2023[62]. Capital Expenditures and Cash Flow - Capital investment expenditures totaled $1,072,364 during the quarter ended September 30, 2024, attributable to investments in Hupecol Meta[53]. - Cash balance at September 30, 2024, was $2,847,296, down from $4,059,182 at December 31, 2023[65]. - Operating activities used $139,522 of cash during the nine months ended September 30, 2024, compared to cash outflows of $211,463 during the same period in 2023[66]. Joint Ventures and Future Plans - The company holds an approximately 0.00370542% working interest in the joint venture with EOG Resources for six wells in Texas[48]. - The first well in the joint venture was scheduled to spud on June 23, 2024, with all six wells anticipated to be in production by the second quarter of 2025[48]. Financial Position and Funding Needs - The company may need to secure additional funding for acreage acquisitions or expanded drilling plans, with limited authorized shares available for equity capital raises[73]. - There were no off-balance sheet arrangements or guarantees of third-party obligations as of September 30, 2024[74]. Market Conditions - The company's revenue and profitability are heavily influenced by the volatile prices of crude oil and natural gas, which are subject to fluctuations due to supply and demand[75]. - The company has not historically engaged in hedging or other transactions to manage exposure to oil and gas price volatility[76].

Group 1: Private Placement and Financials - Houston American Energy Corp. has closed a private placement offering, issuing 2,180,180 shares of common stock, raising approximately $2.5 million in gross proceeds before expenses [1] - The private placement was conducted under Section 4(a)(2) of the Securities Act of 1933 and Regulation D, and the securities were offered only to accredited investors [6] Group 2: Management Changes - John F. Terwilliger has stepped down as President and CEO, effective November 11, 2024, but will continue to provide advisory services and serve as a director [3] - Peter F. Longo has been appointed as the new President and CEO, effective November 11, 2024, and will also join the board of directors [4] - The board has received the resignation of James A. Schoonover as a director, effective November 11, 2024, with Robert J. Bailey joining the board on the same date [7] Group 3: Strategic Direction - Peter Longo emphasized the company's commitment to driving shareholder value and exploring new opportunities in the energy sector, including oil & gas, renewable energy, and energy transition technologies [6] - The net proceeds from the private placement will be used for general corporate purposes and to pursue strategic growth initiatives, including potential acquisitions and investments in the energy sector [6]

Revenue and Production - Total oil and gas revenues decreased 43% to $115,805 for the three months ended June 30, 2024, compared to $204,390 for the same period in 2023[38] - Average sales price of natural gas dropped 72%, while oil production decreased by 37% and natural gas production fell by 38%[38] Expenses - Lease operating expenses increased 40% to $142,203 during the three months ended June 30, 2024, from $101,714 during the same period in 2023[39] - General and administrative expenses decreased by 52% to $343,001 during the three months ended June 30, 2024, compared to $716,615 in the same period in 2023[42] Capital Expenditures and Investments - Capital investment expenditures totaled $766,216 during the quarter ended June 30, 2024, primarily for investments in Hupecol Meta[36] - The company received distributions totaling $292,926 and $654,142 for the three and six months ended June 30, 2024, respectively, from Hupecol Meta[37] Financial Position - At June 30, 2024, the company had a cash balance of $3,380,769 and working capital of $3,167,316, down from $4,059,182 and $3,917,231 at December 31, 2023[44] - Long-term liabilities decreased to $93,475 at June 30, 2024, from $134,167 at December 31, 2023[45] Future Plans - The company entered into a joint venture agreement with EOG Resources to drill six wells in the Wolfcamp formation, with an estimated cost of $550,000 for participation[32] - The company plans to drill one vertical well in the CPO-11 block in Colombia in the third quarter of 2024[35]

Group 1 - Houston American Energy Corp. plans to participate in the drilling of six wells in the State Finkle Unit located in the Wolfcamp formation in Reeves County, Texas, with each well having an approximate lateral length of 3 miles [3][4] - EOG Resources will act as the operator of the unit and is the principal working interest owner, while Houston American will hold approximately 0.0078 working interest in the unit [1][4] - The first well is scheduled to spud by June 30, 2024, with all six wells anticipated to be spud by September 1, 2024 [1][3] Group 2 - The estimated cost for Houston American to participate in the drilling program is approximately $600,000 [1][4] - Houston American Energy Corp. is based in Houston, Texas, and is a publicly-traded independent energy company with interests in oil and natural gas wells, minerals, and prospects [4][6]

Revenue and Production - Total oil and gas revenues decreased 36% to $147,686 for the three months ended March 31, 2024, compared to $230,024 for the same period in 2023[59]. - Net oil production decreased by 38% to 1,393 Bbl, and net gas production decreased by 28% to 12,686 Mcf for the three months ended March 31, 2024[60]. Expenses - Lease operating expenses increased 43% to $163,030 during the three months ended March 31, 2024, from $113,686 during the same period in 2023[61]. - General and administrative expenses increased by 25% to $307,140 during the three months ended March 31, 2024, compared to $245,374 in the same period in 2023[64]. Investments and Distributions - Capital investment expenditures totaled $430,803 during the quarter ended March 31, 2024, attributed to investments in Hupecol Meta[57]. - Distributions from equity investment in Hupecol Meta totaled $361,216 for the three months ended March 31, 2024[58]. Cash Flow and Balance - Cash balance at March 31, 2024, was $3,751,149, down from $4,059,182 at December 31, 2023[67]. - Operating activities provided $122,770 of cash during the three months ended March 31, 2024, compared to $19,243 during the same period in 2023[68]. Liabilities and Future Plans - Long-term liabilities decreased to $114,685 at March 31, 2024, from $134,167 at December 31, 2023[71]. - The company plans to drill one additional vertical well on the CPO-11 block by mid-2024, pending Hupecol's evaluation of asset monetization[56].

Revenue and Production - Total oil and gas revenues decreased 52% to $794,027 in 2023 from $1,638,841 in 2022, driven by a 25% decline in oil production and a 22% decline in gas production [181]. - Average sales price of oil decreased by 20% to $74.08 per barrel, while average sales price of natural gas decreased by 73% to $1.38 per Mcf [182]. Expenses - Lease operating expenses decreased 11% to $473,925 in 2023 from $531,675 in 2022, primarily due to decreased production [183]. - Depreciation and depletion expense decreased by 18% to $167,527 in 2023 from $205,458 in 2022, also attributed to reduced production [185]. - General and administrative expenses increased by 17% to $1,614,245 in 2023 from $1,374,060 in 2022, primarily due to a salary increase for the CEO and higher legal fees [187]. - An impairment charge of $537,686 was incurred in 2023 due to declines in energy prices and production related to Reeves County properties [170]. - Impairment expense of $537,686 and loss on disposal of oil and gas properties of $2,343,126 were realized in 2023 due to declines in energy prices and production [186]. Investments and Distributions - Capital investment expenditures for 2023 totaled $2,403,219, all related to direct investments in Hupecol Meta [164]. - Distributions from Hupecol Meta amounted to $1,220,954 in 2023, representing the company's share of distributable net income [165]. - Other income rose significantly to $1,369,519 in 2023 from $33,641 in 2022, driven by equity investment distributions from Hupecol Metal [188]. - Investing activities used cash of $2,403,219 in 2023, up from $1,661,405 in 2022, attributed to investments in Hupecol Meta [193]. - Capital expenditures related to Hupecol Meta increased, with an estimated $500,000 planned for an additional vertical well by mid-2024 [196]. Cash Flow and Financing - Operating activities generated cash of $263,191 in 2023, compared to cash used of $228,962 in 2022, mainly due to increased other income [192]. - Financing activities provided cash of $1,652,000 in 2023, compared to $1,543,000 in 2022, from the sale of common stock [194]. - Long-term liabilities decreased to $134,167 in 2023 from $219,148 in 2022, consisting of a reserve for plugging costs and a lease liability [195]. Production Plans and Assets - At December 31, 2023, the company had 4 wells on production in the U.S. Permian Basin and 4 wells on production in Colombia [162][163]. - The company plans to drill one additional vertical well on the CPO-11 block in Colombia by mid-2024, pending evaluation of asset monetization [166]. - The company has less than 200,000 authorized shares of common stock available for issuance to support equity capital raises as of December 31, 2023 [199]. Risk Management - The company has not historically entered into hedges or other derivative instruments to manage oil and gas price volatility [201].