Exhibit (a)(1)(A)

HIGHPEAK ENERGY PARTNERS II, LP

OFFERS TO PURCHASE

UP TO 20,700,000 PUBLIC WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK

OF

PURE ACQUISITION CORP.

AT A PURCHASE PRICE OF $1.00 IN CASH PER PUBLIC WARRANT

THE OFFER PERIOD AND YOUR RIGHT TO WITHDRAW PUBLIC WARRANTS THAT YOU TENDER WILL EXPIRE AT 11:59 P.M., EASTERN TIME, ON OCTOBER 10, 2019, UNLESS THE OFFER PERIOD IS EXTENDED. THE OFFEROR MAY EXTEND THE OFFER PERIOD AT ANY TIME.

HighPeak Energy Partners II, LP (the “HPEP II,” the “Offeror,” “we,” “us,” or “our”), a Delaware limited partnership, hereby offers to purchase up to 20,700,000 outstanding warrants (the “Public Warrants”) to purchase shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of Pure Acquisition Corp., a Delaware corporation (the “Company”), each of which was sold as part of the units issued in the Company’s initial public offering pursuant to a prospectus dated April 16, 2018 (the “IPO Prospectus”), at a purchase price of $1.00 in cash per Public Warrant. The Offeror is making an offer, upon the terms and conditions in this Offer to Purchase (“Offer to Purchase”) and the related Letter of Transmittal (together with the Offer to Purchase, the “Offer”). The “Offer Period” is the period commencing on September 12, 2019 and ending at 11:59 p.m., Eastern Time, on October 10, 2019, or such later date to which the Offeror may extend the Offer (the “Expiration Date”).

The Public Warrants are listed on The Nasdaq Capital Market (the “Nasdaq”) under the symbol PACQW. On September 11, 2019, the last reported sales price of the Public Warrants was $1.05. Holders of Public Warrants should obtain current market quotations for the Public Warrants before deciding whether to tender their Public Warrants pursuant to the Offer.

The Offer relates to the Public Warrants, each of which trades through the Depository Trust Company. Any and all outstanding Public Warrants are eligible to be tendered pursuant to the Offer. As of September 12, 2019, there were 20,700,000 Public Warrants outstanding.

The Offer is not conditioned on any minimum number of Public Warrants tendered.

You may tender some or all of your Public Warrants on these terms.

If you elect to tender Public Warrants in response to the Offer, please follow the instructions in this Offer to Purchase and the related documents, including the Letter of Transmittal. If you wish to exercise your Public Warrants in accordance with their terms, please follow the instructions for exercise included in the Public Warrants.

If you tender Public Warrants, you may withdraw your tendered Public Warrants before the Expiration Date and retain them on their terms by following the instructions herein.

See “The Offer, Section 11. Risk Factors” for a discussion of information that you should consider before tendering Public Warrants in the Offer.

The Offer will commence on September 12, 2019 and end on the Expiration Date.

A detailed discussion of the Offer is contained in this Offer to Purchase. We may amend or terminate the Offer at any time with requisite notice, as further described in this Offer to Purchase. Holders of Public Warrants are strongly encouraged to read this entire package of materials, and the publicly filed information about the Company referenced herein, as well as any supplemental disclosure regarding the Offer before making a decision regarding the Offer.

NONE OF HPEP II, CONTINENTAL STOCK TRANSFER & TRUST COMPANY, THE DEPOSITARY FOR THE OFFER (“CST” OR THE “DEPOSITARY”), OR MORROW SODALI LLC, THE INFORMATION AGENT FOR THE OFFER (THE “INFORMATION AGENT”), MAKES ANY RECOMMENDATION AS TO WHETHER YOU SHOULD TENDER PUBLIC WARRANTS. EACH HOLDER OF A PUBLIC WARRANT MUST MAKE HIS, HER OR ITS OWN DECISION AS TO WHETHER TO TENDER SOME OR ALL OF HIS, HER OR ITS PUBLIC WARRANTS.

NO LATER THAN TEN BUSINESS DAYS FROM THE DATE OF THIS OFFER TO PURCHASE, THE COMPANY IS REQUIRED BY LAW TO PUBLISH, SEND OR GIVE TO YOU A STATEMENT DISCLOSING WHETHER ITS BOARD OF DIRECTORS EITHER RECOMMENDS ACCEPTANCE OR REJECTION OF THE OFFER, EXPRESSES NO OPINION AND REMAINS NEUTRAL TOWARD THE OFFER OR IS UNABLE TO TAKE A POSITION WITH RESPECT TO THE OFFER. YOU SHOULD CAREFULLY READ THE INFORMATION SET FORTH IN THAT STATEMENT BEFORE YOU TENDER YOUR PUBLIC WARRANTS IN THE OFFER.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Offer or passed upon the merits or fairness of the Offer or the accuracy or adequacy of the disclosure in this Offer to Purchase or the Letter of Transmittal. Any representation to the contrary is a criminal offense.

September 12, 2019

IMPORTANT PROCEDURES

If you want to tender some or all of your Public Warrants, you must do one of the following before the Expiration Date:

If you want to tender your Public Warrants, but:

then you can still tender your Public Warrants if you comply with the guaranteed delivery procedure described under “The Offer, Section 2. Procedure for Tendering Public Warrants.”

TO TENDER YOUR PUBLIC WARRANTS, YOU MUST CAREFULLY FOLLOW THE PROCEDURES DESCRIBED IN THIS OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND THE OTHER DOCUMENTS DISCUSSED HEREIN RELATED TO THE OFFER.

PUBLIC WARRANTS NOT TENDERED FOR PURCHASE WILL EXPIRE IN ACCORDANCE WITH THEIR TERMS ON THE FIFTH ANNIVERSARY OF THE COMPANY’S COMPLETION OF AN INITIAL BUSINESS COMBINATION, OR EARLIER UPON REDEMPTION OR LIQUIDATION PURSUANT TO THE COMPANY’S CERTIFICATE OF INCORPORATION.

THE OFFER RELATES TO THE PUBLIC WARRANTS, EACH OF WHICH TRADES THROUGH DTC. ANY AND ALL OUTSTANDING PUBLIC WARRANTS ARE ELIGIBLE TO BE TENDERED PURSUANT TO THE OFFER. AS OF SEPTEMBER 12, 2019, THERE WERE 20,700,000 PUBLIC WARRANTS OUTSTANDING.

TABLE OF CONTENTS

Page

We are not making the Offer to, and will not accept any tendered Public Warrants from, holders of Public Warrants in any jurisdiction where it would be illegal to do so. However, we may, at our discretion, take any actions necessary for us to make the Offer to holders of Public Warrants in any such jurisdiction.

You should rely only on the information contained in this Offer to Purchase and in the Letter of Transmittal or to which we have referred you. We have not authorized anyone to provide you with information or to make any representation in connection with the Offer other than those contained in this Offer to Purchase or in the Letter of Transmittal. If anyone makes any recommendation or gives any information or representation regarding the Offer, you should not rely upon that recommendation, information or representation as having been authorized by us, the Depositary or the Information Agent for the Offer. No later than ten business days from the date of this Offer to Purchase, the Company is required by law to publish, send or give to you a statement disclosing whether its board of directors either recommends acceptance or rejection of the Offer, expresses no opinion and remains neutral toward the Offer or is unable to take a position with respect to the Offer. You should carefully read the information set forth in that statement before you tender your Public Warrants in the Offer. You should not assume that the information provided in the Offer is accurate as of any date other than the date as of which it is shown, or if no date is otherwise indicated, the date of this Offer to Purchase.

SUMMARY

Unless otherwise stated in this Offer to Purchase, references to “we,” “our,” “us,” the “Offeror” or “HPEP II” refer to HighPeak Energy Partners II, LP. References to the “Company” refer to Pure Acquisition Corp. You should also carefully consider the information provided under the heading “Risk Factors” beginning on page 16.

The foregoing is for our sole benefit with respect to the Offer and may be asserted by us regardless of the circumstances (other than any action or omission to act by us) giving rise to any condition, and may be waived by us, in whole or in part, in our discretion until the Offer shall have expired or been terminated. Our failure at any time to exercise the foregoing rights will not be deemed a waiver of any right. However, once the Offer has expired, then all of the conditions to the Offer must have been satisfied or waived. In certain circumstances, if we waive the conditions described above, we may be required to extend the Expiration Date. Any determination by us concerning the events described above will be final and binding on all parties. See “The Offer, Section 10. Conditions; Termination; Waivers; Extensions; Amendments.”

QUESTIONS AND ANSWERS

Who is offering to purchase the Public Warrants?

HPEP II is making an offer to buy your Public Warrants.

What is the background and purpose of the Offer?

The Company was incorporated on November 13, 2017 as a Delaware corporation and formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more target businesses.

On April 17, 2018, the Company consummated its initial public offering (“IPO”) of 41,400,000 units, which are comprised of one share of Class A Common Stock and one half of one Public Warrant. In connection with the IPO, the Sponsor committed to offer or cause an affiliate to offer to purchase at $1.00 per Public Warrant all Public Warrants tendered by holders of the Public Warrants in the event an amendment to the Company’s amended and restated certificate of incorporation was proposed that would affect the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock if the Company does not complete a business combination within 18 months from the closing of the IPO. The Company filed a proxy statement related to such proposed amendment on September 10, 2019.

What will happen if I do not tender my Warrants?

If you do not tender your Public Warrants, the Public Warrants will become exercisable 30 days after the consummation of an initial business combination of the Company for a period of five years thereafter. Alternatively, if the Company does not complete an initial business combination, the Public Warrants will expire at the end of such period. We will also conduct a tender offer to purchase the Public Warrants not purchased in the Offer at such time that the Company announces that it has entered into an agreement to consummate an initial business combination. Further, if the Company is unable to complete a business combination CST will be authorized to transfer $1.00 per whole Public Warrant to each holder of Public Warrants pursuant to an escrow agreement with the Sponsor.

How many Warrants are the Purchasers offering to purchase?

The Offeror is offering to purchase all 20,700,000 of the Public Warrants sold as part of the Units. 

What will be the Purchase Price for the Public Warrants and what will be the form of payment?

The purchase price for the Offer is $1.00 per Public Warrant, in cash, without interest. If you properly tender your Public Warrants in the Offer and the Offer is not terminated, we will pay you the purchase price of $1.00 per Public Warrant promptly after the Expiration Date. Under no circumstances will we pay interest on the purchase price, including but not limited to, by reason of any delay in making payment.

Are Class A Common Stock or Units included in the Offer?

No. The Offer is only for Public Warrants. You may not tender Class A Common Stock or Units (each Unit consisting of a share of Common Stock and one half of one Public Warrant). If you wish to tender Public Warrants included in such Units, you must first separate the Public Warrants from the Units prior to tendering your Public Warrants pursuant to the Offer. If your Units are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must instruct your nominee to do so, or if you hold Units registered in your own name, you must contact Continental, the Company’s transfer agent, directly and instruct them to do so. If you fail to cause your Public Warrants to be separated in a timely manner before the Offer expires, you will not be able to validly tender such Public Warrants prior to the Expiration Date. We will also conduct a tender offer to purchase the Public Warrants not purchased in the Offer at such time that the Company announces that it has entered into an agreement to consummate an initial business combination. Further, if the Company is unable to complete a business combination CST will be authorized to transfer $1.00 per whole Public Warrant to each holder of Public Warrants pursuant to an escrow agreement with the Sponsor.

How will the Purchasers pay for the Public Warrants?

We will pay the Purchase Price for the Public Warrants by using the $20,700,000 initially deposited by an affiliate of Sponsor into an escrow account with CST as escrow agent. These funds were initially deposited by an affiliate of the Sponsor in connection with the IPO. At any time, we may substitute a letter of credit from a financially capable bank in good standing in lieu of cash or cash in lieu of a letter of credit.

How long do I have to tender my Public Warrants?

You may tender your Public Warrants pursuant to the Offer until the Offer expires. The Offer will expire at 11:59 p.m., Eastern Time, at the end of the day on October 10, 2019, or such later time and date to which we may extend the Offer.

If a broker, dealer, commercial bank, trust company or other nominee holds your Public Warrants, it is likely such nominee has established an earlier deadline for you to act to instruct such nominee to accept the Offer on your behalf. We urge you to contact your nominee to find out the nominee’s deadline. 

Can the Offer be extended, amended or terminated?

We may elect to extend or amend the Offer for any reason. If we extend the Offer, we will delay the acceptance of any Public Warrants that have been tendered pursuant to the Offer prior to such extension. We can also terminate the Offer under certain circumstances.

How will I be notified if the Offer is extended or amended?

If the Offer is extended, we will make a public announcement of the extension no later than 9:00 a.m., Eastern Time, on the first business day after the previously scheduled Expiration Date. We will announce any amendment to the Offer by making a public announcement of the amendment. 

How do I tender my Warrants?

If you desire to tender all or any portion of your Warrants prior to the Expiration Date, you must do one of the following:

Until what time can I withdraw previously tendered Public Warrants?

You may withdraw your tendered Public Warrants at any time before the Expiration Date and, unless theretofore accepted for payment by us pursuant to the Offer, you may also withdraw your tendered Public Warrants at any time after February 21, 2020. 

How do I withdraw Public Warrants previously tendered?

If you hold Pubic Warrants registered in your own name you must deliver on a timely basis a written notice of your withdrawal to the Depositary at the address appearing on the back cover page of this Offer to Purchase. Your notice of withdrawal must specify your name, the number of Public Warrants to be withdrawn and the name of the registered holder of such Public Warrants. Some additional requirements apply if the Public Warrants to be withdrawn have been delivered to the Depositary or if your Public Warrants have been tendered under the procedure for book-entry transfer set forth in “The Offer – Section 2. Procedures for Tendering Public Warrants.” If your Public Warrants are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact such nominee to withdraw your Public Warrants. It is possible they have an earlier deadline for you to act to instruct them to withdraw Public Warrants on your behalf.

Has the Company or its board of directors adopted a position on the Offer?

None of the Offeror, the Information Agent, or the Depositary is making any recommendation to you as to whether you should tender or refrain from tendering your Public Warrants pursuant to the Offer. You must make your own decision as to whether to tender your Public Warrants and, if so, how many Public Warrants to tender. In doing so, you should read carefully the information in this Offer to Purchase and the related Letter of Transmittal. No later than ten business days from the date of this Offer to Purchase, the Company is required by law to publish, send or give to you a statement disclosing whether its board of directors either recommends acceptance or rejection of the Offer, expresses no opinion and remains neutral toward the Offer or is unable to take a position with respect to the Offer. You should carefully read the information set forth in that statement before you tender your Public Warrants in the Offer. You should discuss whether to tender your Public Warrants with your own broker or other financial advisor, if any. 

Will the Offeror, or any of the Company’s directors and executive officers tender Public Warrants in the Offer?

None of HPEP II, nor the Company’s directors or executive officers own Public Warrants.

What is the recent market price for the Public Warrants?

On September 11, 2019, the most recent practicable date prior to the date of this Offer to Purchase, the closing price of the Public Warrants reported on the Nasdaq was $1.05 per Public Warrant. You are urged to obtain current market quotations for the Public Warrants before deciding whether to tender your Public Warrants.

Will I have to pay brokerage fees and commissions if I tender my Public Warrants?

If you are a registered Public Warrant holder and you tender your Public Warrants directly to the Depositary, you will not incur any brokerage fees or commissions.

If you hold your Public Warrants through a broker, dealer, commercial bank, trust company or other nominee and such nominee will tender Public Warrants on your behalf, such nominee may charge you a fee for doing so. We urge you to consult your nominee to determine whether any charges will apply.

What are the U.S. federal income tax consequences if I tender my Warrants?

The receipt of cash for your tendered Public Warrants generally will be treated for U.S. federal income tax purposes as a taxable sale of the Public Warrants so tendered. See “The Offer – Section 10. Material U.S. Federal Income Tax Consequences.”

Whom do I contact if I have questions about the Offer?

For additional information or assistance and to request additional copies of this Offer to Purchase and the Letter of Transmittal and other Offer documents, you may contact Morrow Sodali LLC, the Information Agent, at the telephone numbers and address set forth on the back cover of this Offer to Purchase.

THE OFFER

Risks of Participating In the Offer

Participation in the Offer involves a number of risks, including, but not limited to, the risks identified in Section 11 below. Holders should carefully consider these risks and are urged to speak with their personal financial, investment and/or tax advisors as necessary before deciding whether to participate in the Offer. In addition, we strongly encourage you to read this Offer to Purchase in its entirety and review the documents referred to in Sections 8 and 14.

1.     GENERAL TERMS

The Offer is to permit holders of Public Warrants to tender any and all outstanding Public Warrants for a purchase price of $1.00 in cash per Public Warrant tendered. A holder may tender as few or as many Public Warrants as the holder elects.

You may tender some or all of your Public Warrants on these terms. The Offer relates to the Public Warrants, each of which trades through DTC. Any and all outstanding Public Warrants are eligible to be tendered pursuant to the Offer. As of September 12, 2019, there were 20,700,000 Public Warrants outstanding.

If you elect to tender Public Warrants in response to the Offer, please follow the instructions in this Offer to Purchase and the related documents, including the Letter of Transmittal.

If you tender Public Warrants, you may withdraw your tendered Public Warrants before the Expiration Date and retain them on their terms by following the instructions herein.

A. Period of Offer

The Offer will only be open for a period beginning on September 12, 2019 and ending on the Expiration Date. We expressly reserve the right, in our sole discretion, at any time or from time to time, prior to the Expiration Date, to extend the period of time during which the Offer is open. There can be no assurance, however, that we will exercise our right to extend the Offer. We will also conduct a tender offer to purchase the Public Warrants not purchased in the Offer at such time that the Company announces that it has entered into an agreement to consummate an initial business combination. Further, if the Company is unable to complete a business combination CST will be authorized to transfer $1.00 per whole Public Warrant to each holder of Public Warrants pursuant to an escrow agreement with the Sponsor.

B. Partial Tender Permitted

If you choose to participate in the Offer, you may tender less than all of your Public Warrants pursuant to the terms of the Offer. The Offer is not conditioned on any minimum number of Public Warrants being tendered.

C. No Recommendation; Holder’s Own Decision

NONE OF HPEP II, THE DEPOSITARY OR THE INFORMATION AGENT, MAKES ANY RECOMMENDATION AS TO WHETHER TO TENDER PUBLIC WARRANTS. EACH HOLDER OF A PUBLIC WARRANT MUST MAKE HIS, HER OR ITS OWN DECISION AS TO WHETHER TO TENDER SOME OR ALL OF HIS, HER OR ITS PUBLIC WARRANTS.

No later than ten business days from the date of this Offer to Purchase, the Company is required by law to publish, send or give to you a statement disclosing whether its board of directors either recommends acceptance or rejection of the Offer, expresses no opinion and remains neutral toward the Offer or is unable to take a position with respect to the Offer. You should carefully read the information set forth in that statement before you tender your Public Warrants in the Offer.

D. Extensions of the Offer

We expressly reserve the right, in our sole discretion, and at any time or from time to time, prior to the Expiration Date, to extend the period of time during which the Offer is open. There can be no assurance, however, that we will exercise our right to extend the Offer. If we extend the Offer, we will give notice of such extension by press release or other public announcement no later than 9:00 a.m., Eastern Time, on the next business day after the previously scheduled Expiration Date of the Offer.

2.     PROCEDURE FOR TENDERING PUBLIC WARRANTS

A. Proper Tender of Public Warrants

The Offer is available only for outstanding Public Warrants. The Company has outstanding Units, each consisting of one share of Class A Common Stock and one half of one Public Warrant. The Units were issued pursuant to the IPO Prospectus. You may tender Public Warrants that are included in Units, but to do so you must first separate such Public Warrants from the Units prior to tendering such Public Warrants.

If you hold Units registered in your own name, you must deliver the certificate for such Units to CST, the Company’s transfer agent, with written instructions to separate such Units into shares of Class A Common Stock and Public Warrants. This must be completed far enough in advance of the Expiration Date of the Offer to permit the mailing of the Public Warrant certificates back to you so that you may then tender into the Offer the certificates received upon the separation of the Units.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Public Warrants from the Units. Your nominee must send written instructions by facsimile to the Depositary. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using Depository Trust Company’s (“DTC”) deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant Units and a deposit of an equal number of Common Stock and Public Warrants. This must be completed far enough in advance of the Expiration Date of the Offer to permit your nominee to tender into the Offer the Public Warrants received upon the separation of the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Warrants to be separated in a timely manner before the Offer expires, you will not be able to validly tender such Public Warrants prior to the Expiration Date.

Once separation is executed, to validly tender Public Warrants pursuant to the Offer, a properly completed and duly executed Letter of Transmittal or photocopy thereof, together with any required signature guarantees, must be received by the Depositary at its address set forth on the last page of this document prior to the Expiration Date. The method of delivery of all required documents is at the option and risk of the tendering Public Warrant holders. If delivery is by mail, the Company recommends registered mail with return receipt requested (properly insured). In all cases, sufficient time should be allowed to assure timely delivery.

In the Letter of Transmittal, the tendering Public Warrant holder must: (i) set forth his, her or its name and address; (ii) set forth the number of Public Warrants tendered; and (iii) set forth the number of the Public Warrant certificate(s) representing such Public Warrants.

Where Public Warrants are tendered by a registered holder of the Public Warrants who has completed either the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” on the Letter of Transmittal, all signatures on the Letters of Transmittal must be guaranteed by an “Eligible Institution.”

An “Eligible Institution” is a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 promulgated under the Exchange Act.

If the Public Warrants are registered in the name of a person other than the signer of the Letter of Transmittal, the Public Warrants must be endorsed or accompanied by appropriate instruments of assignment, in either case signed exactly as the name(s) of the registered owner(s) appear on the Public Warrants, with the signature(s) on the Public Warrants or instruments of assignment guaranteed.

A tender of Public Warrants pursuant to the procedures described below in this Section 2 will constitute a binding agreement between the tendering holder and the Company upon the terms and subject to the conditions of the Offer.

ALL DELIVERIES IN CONNECTION WITH THE OFFER, INCLUDING A LETTER OF TRANSMITTAL AND PUBLIC WARRANTS, MUST BE MADE TO THE DEPOSITARY OR THE BOOK-ENTRY TRANSFER FACILITY.

NO DELIVERIES SHOULD BE MADE TO THE COMPANY, AND ANY DOCUMENTS DELIVERED TO THE COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY OR THE BOOK-ENTRY TRANSFER FACILITY AND THEREFORE WILL NOT BE DEEMED TO BE PROPERLY TENDERED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

BOOK-ENTRY DELIVERY. The Depositary will establish an account for the Public Warrants at DTC for purposes of the Offer, within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in DTC’s system may make book-entry delivery of Public Warrants by causing DTC to transfer such Public Warrants into the Depositary’s account in accordance with DTC’s procedure for such transfer. Even though delivery of Public Warrants may be effected through book-entry transfer into the Depositary’s account at DTC, a properly completed and duly executed Letter of Transmittal (or copy thereof), with any required signature guarantee, or an Agent’s Message (as defined below), and any other required documentation, must in any case be transmitted to and received by the Depositary at its address set forth on the last page of this Offer to Purchase prior to the Expiration Date, or the guaranteed delivery procedures set forth herein must be followed. Delivery of the Letter of Transmittal (or other required documentation) to DTC does not constitute delivery to the Depositary. The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC exchanging the Public Warrants that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Company may enforce such agreement against the participant. The term “Book-Entry Confirmation” means a timely confirmation of a book-entry transfer of Public Warrants into the Depositary’s account at DTC.

PUBLIC WARRANTS HELD IN STREET NAME. If Public Warrants are held through a direct or indirect DTC participant, such as a broker, dealer, commercial bank, trust company or other financial intermediary, you must instruct that holder to tender your Public Warrants on your behalf. A letter of instructions is included in these materials, and as an exhibit to the Schedule TO. The letter may be used by you to instruct a custodian to tender and deliver Public Warrants on your behalf.

Unless the Public Warrants being tendered are delivered to the Depositary by 11:59 p.m., Eastern Time, on October 10, 2019 (the Expiration Date) accompanied by a properly completed and duly executed Letter of Transmittal or a properly transmitted Agent’s Message, the Company may, at its option, treat such tender as invalid. Payment upon tender of Public Warrants will be made only against the valid tender of Public Warrants.

GUARANTEED DELIVERY. If you want to tender your Public Warrants pursuant to the Offer, but (i) your Public Warrants are not immediately available, (ii) the procedure for book-entry transfer cannot be completed on a timely basis, or (iii) time will not permit all required documents to reach the Depositary prior to the Expiration Date, you can still tender your Public Warrants, if all of the following conditions are met:

(a) the tender is made by or through an Eligible Institution;

(b) the Depositary receives by hand, mail, overnight courier or fax, prior to the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery in the form the Company has provided with this Offer to Purchase (with signatures guaranteed by an Eligible Institution); and

(c) the Depositary receives, within two Nasdaq trading days after the date of its receipt of the Notice of Guaranteed Delivery;

(1) the certificates for all tendered Public Warrants, or confirmation of receipt of the Public Warrants pursuant to the procedure for book-entry transfer as described above; and

(2) a properly completed and duly executed Letter of Transmittal (or copy thereof), or any Agent’s Message in the case of a book-entry transfer, and any other documents required by the Letter of Transmittal. In any event, the payment for Public Warrants tendered pursuant to the Offer and accepted pursuant to the Offer will be made only after timely receipt by the Depositary of Public Warrants, properly completed and duly executed Letter(s) of Transmittal and any other required documents.

B. Determination of Validity

All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for purchase of any tenders of Public Warrants will be determined by the Offeror, in its sole discretion, and its determination will be final and binding, subject to the judgment of any court that might provide otherwise. The Offeror reserves the absolute right, subject to the judgment of any court that might provide otherwise, to reject any or all tenders of Public Warrants that it determines are not in proper form or reject tenders of Public Warrants that may, in the opinion of the Offeror’s counsel, be unlawful. The Offeror also reserves the absolute right, subject to the judgment of any court that might provide otherwise, to waive any defect or irregularity in any tender of Public Warrants. Neither the Offeror nor any other person will be under any duty to give notice of any defect or irregularity in tenders, nor will any of them incur any liability for failure to give any such notice.

C. Tender Constitutes an Agreement

A tender of Public Warrants made pursuant to any method of delivery set forth herein will also constitute an acknowledgement by the tendering Public Warrant holder that: (i) the Offer is discretionary and may be extended, modified, suspended or terminated by us as provided herein; (ii) such Public Warrant holder is voluntarily participating in the Offer; (iii) the future value of the Public Warrants is unknown and cannot be predicted with certainty; (iv) such Public Warrant holder has read this Offer to Purchase; (v) such Public Warrant holder has consulted his, her or its tax and financial advisors with regard to how the Offer will impact the tendering Public Warrant holder’s specific situation; (vi) any foreign exchange obligations triggered by such Public Warrant holder’s tender of Public Warrants or receipt of proceeds are solely his, her or its responsibility; and (vii) regardless of any action that we take with respect to any or all income/capital gains tax, social security or insurance tax, transfer tax or other tax-related items (“Tax Items”) related to the Offer and the disposition of Public Warrants, such Public Warrant holder acknowledges that the ultimate liability for all Tax Items is and remains his, her or its sole responsibility. In that regard, a tender of Public Warrants authorizes us to withhold all applicable Tax Items potentially payable by a tendering Public Warrant holder. Our acceptance for payment of Public Warrants tendered pursuant to the Offer will constitute a binding agreement between the tendering Public Warrant holder and us upon the terms and subject to certain conditions of the Offer.

D. Signature Guarantees

Except as otherwise provided below, all signatures on a Letter of Transmittal by a person residing in or tendering Public Warrants in the United States must be guaranteed by an Eligible Institution. Signatures on a Letter of Transmittal need not be guaranteed if (i) the Letter of Transmittal is signed by the registered holder of the Public Warrant(s) tendered therewith and such holder has not completed the box entitled “Special Delivery Instructions” or “Special Issuance Instructions” in the Letter of Transmittal; or (ii) such Public Warrant(s) are tendered for the account of an Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal.

3.     WITHDRAWAL RIGHTS

Tenders of Public Warrants made pursuant to the Offer may be rescinded at any time prior to the Expiration Date. Thereafter, such tenders are irrevocable. If the Offeror extends the period of time during which the Offer is open for any reason, then, without prejudice to the Offeror’s rights under the Offer and in a manner compliant with Rule 14e-1(c) of the Exchange Act, the Offeror may retain all Public Warrants tendered and tenders of such Public Warrants may not be rescinded, except as otherwise provided in this Section 3.

To be effective, a written notice of withdrawal must be timely received by the Depositary at its address identified in this Offer to Purchase. Any notice of withdrawal must specify the name of the holder who tendered the Public Warrants for which tenders are to be withdrawn and the number of Public Warrants to be withdrawn. If the Public Warrants to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal must be submitted to the Depositary prior to release of such Public Warrants. In addition, such notice must specify the name of the registered holder (if different from that of the tendering Public Warrant holder) and the serial numbers shown on the particular certificates evidencing the Public Warrants to be withdrawn. Withdrawal may not be cancelled, and Public Warrants for which tenders are withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, Public Warrants for which tenders are withdrawn may be tendered again by following one of the procedures described in Section 2 at any time prior to the Expiration Date.

A holder of Public Warrants desiring to withdraw tendered Public Warrants previously delivered through DTC should contact the DTC participant through which such holder holds his, her or its Public Warrants. In order to withdraw previously tendered Public Warrants, a DTC participant may, prior to the Expiration Date, withdraw its instruction previously transmitted through the WARR PTS function of DTC’s ATOP procedures by (i) withdrawing its acceptance through the WARR PTS function, or (ii) delivering to the Depositary by mail, hand delivery or fax, a notice of withdrawal of such instruction. The notices of withdrawal must contain the name and number of the DTC participant. A withdrawal of an instruction must be executed by a DTC participant as such DTC participant’s name appears on its transmission through the WARR PTS function to which such withdrawal relates. A DTC participant may withdraw a tendered Public Warrant only if such withdrawal complies with the provisions described in this paragraph.

A holder who tendered his, her or its Public Warrants other than through DTC should send written notice of withdrawal to the Depositary specifying the name of the Public Warrant holder who tendered the Public Warrants being withdrawn. All signatures on a notice of withdrawal must be guaranteed by a Medallion Signature Guarantor; provided, however, that signatures on the notice of withdrawal need not be guaranteed if the Public Warrants being withdrawn are held for the account of an Eligible Institution. Withdrawal of a prior Public Warrant tender will be effective upon receipt of the notice of withdrawal by the Depositary. Selection of the method of notification is at the risk of the Public Warrant holder, and notice of withdrawal must be timely received by the Depositary.

All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Offeror, in its sole discretion, which determination will be final and binding, subject to the judgment of any court that might provide otherwise. Neither the Offeror nor any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or incur any liability for failure to give any such notification, subject to the judgment of any court that might provide otherwise.

4.     PURCHASE OF PUBLIC WARRANTS AND PAYMENT OF PURCHASE PRICE

Upon the terms and subject to the conditions of the Offer, we will purchase Public Warrants validly tendered as of the Expiration Date for a purchase price of $1.00 per Public Warrant, representing an aggregate purchase price of up to $20,700,000. In all cases, Public Warrants will only be accepted for purchase pursuant to the Offer after timely receipt by the Depositary of a properly completed and duly executed Letter of Transmittal (or copy thereof), or any Agent’s Message in the case of a book-entry transfer, and any other documents required by the Letter of Transmittal.

For purposes of the Offer, the Offeror will be deemed to have accepted for purchase Public Warrants that are validly tendered and for which tenders are not withdrawn, unless the Offeror gives written notice to the Public Warrant holder of its non-acceptance prior to the Expiration Date.

We will pay for the Public Warrants by authorizing the release of the aggregate purchase price from an escrow account held with CST.

Under no circumstances will we pay interest on the purchase price, including, but not limited to, by reason of any delay in making payment. In addition, if certain events occur, we may not be obligated to purchase Public Warrants in the Offer.

We urge holders of Public Warrants who hold Public Warrants through a broker, dealer, commercial bank, trust company or other nominee to consult their nominee to determine whether transaction costs are applicable if they tender Public Warrants through their nominee and not directly to the Depositary.

5.     BACKGROUND AND PURPOSE OF THE OFFER

A. Information Concerning the Company and the Offeror

Pure Acquisition Corp. was incorporated on November 13, 2017 as a Delaware corporation and formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more target businesses. On April 17, 2018, the Company consummated its IPO, with each Unit consisting of one share of Class A Common Stock and one half of one Public Warrant. The Offeror is a Delaware limited partnership formed to generally acquire oil and gas related assets and to engage in all aspects of the oil and gas industry, primarily in North America, including among other things, the acquisition of securities.

The Offeror’s and the Company’s principal executive offices are located at 421 W. 3^rd Street, Suite 1000, Fort Worth, TX 76102. The Offeror’s and the Company’s telephone number is (817) 850-9200.

B. Establishment of Offer Terms

Pursuant to a letter agreement entered into in connection with the IPO, the Sponsor committed to purchase, or have an affiliate purchase, at $1.00 per Public Warrant the 20,700,000 Public Warrants sold as part of the Units issued in the IPO by commencing a tender offer promptly after the occurrence of any filing by the Company of a proxy statement or information statement with respect to a proposed amendment to the Company’s amended and restated certificate of incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock if the Company does not complete a business combination within 18 months from the closing of the IPO. The Company filed a preliminary proxy statement on Schedule 14A related to such proposed amendment on September 10, 2019.

C. Purpose of the Offer

The Offer is being made to all holders of Public Warrants. The purpose of the Offer is to comply with provisions of a letter agreement entered into between the Company and the Sponsor in connection with the IPO, which contemplated that the Sponsor would conduct or cause an affiliate to conduct the Offer in the event an amendment to the Company’s amended and restated certificate of incorporation was proposed that would affect the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock if the Company does not complete a business combination within 18 months from the closing of the IPO. The Sponsor agreed to the Offer recognizing holders of Public Warrants might not wish to continue to hold Public Warrants in the case of such proposed amendment. The Company filed a preliminary proxy statement on Schedule 14A related to such proposed amendment on September 10, 2019.

D. Interests of Directors and Executive Officers

Neither we, or the Company, nor any of the Company’s officers or directors, beneficially own any Public Warrants.

Except as set forth below we have not and, to the best of our knowledge, neither the Offeror, nor have any of its current directors, executive officers, its affiliates or its subsidiaries, engaged in any transactions involving the Public Warrants during the 60-day period prior to the date of this Offer to Purchase.

NONE OF HPEP II, THE DEPOSITARY OR INFORMATION AGENT MAKES ANY RECOMMENDATION TO ANY HOLDER OF PUBLIC WARRANTS AS TO WHETHER TO EXERCISE SOME OR ALL OF THEIR PUBLIC WARRANTS. EACH HOLDER OF PUBLIC WARRANTS MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO EXERCISE THEIR PUBLIC WARRANTS.

NO LATER THAN TEN BUSINESS DAYS FROM THE DATE OF THIS OFFER TO PURCHASE, THE COMPANY IS REQUIRED BY LAW TO PUBLISH, SEND OR GIVE TO YOU A STATEMENT DISCLOSING WHETHER ITS BOARD OF DIRECTORS EITHER RECOMMENDS ACCEPTANCE OR REJECTION OF THE OFFER, EXPRESSES NO OPINION AND REMAINS NEUTRAL TOWARD THE OFFER OR IS UNABLE TO TAKE A POSITION WITH RESPECT TO THE OFFER. YOU SHOULD CAREFULLY READ THE INFORMATION SET FORTH IN THAT STATEMENT BEFORE YOU TENDER YOUR PUBLIC WARRANTS IN THE OFFER.

E. Plans, Proposals or Negotiations

Except as set forth in this Section 5 and Section 8 hereunder, there are no present plans, proposals or negotiations by the Offeror that relate to or would result in:

NONE OF HPEP II, THE DEPOSITARY OR THE INFORMATION AGENT, MAKES ANY RECOMMENDATION AS TO WHETHER YOU SHOULD TENDER ANY PUBLIC WARRANTS. EACH HOLDER OF A PUBLIC WARRANT MUST MAKE HIS, HER OR ITS OWN DECISION AS TO WHETHER TO TENDER SOME OR ALL OF HIS, HER OR ITS PUBLIC WARRANTS.

No later than ten business days from the date of this Offer to Purchase, the Company is required by law to publish, send or give to you a statement disclosing whether its board of directors either recommends acceptance or rejection of the Offer, expresses no opinion and remains neutral toward the Offer or is unable to take a position with respect to the Offer. You should carefully read the information set forth in that statement before you tender your Public Warrants in the Offer.

6.     PRICE RANGE OF PUBLIC WARRANTS

The Public Warrants are listed on the Nasdaq under the symbol PACQW. On September 11, 2019, the last reported sale prices for the Public Warrants was $1.05. The following table sets forth the high and low sales prices for the Public Warrants for the periods shown:

7.     SOURCE AND AMOUNT OF FUNDS

The Offeror has deposited $20,700,000 in an escrow account with CST, as escrow agent. The Offeror expects to pay the aggregate purchase price by authorizing the release of up to the $20,700,000 previously deposited in escrow account to the Depositary promptly after the Expiration Date.

8.     TRANSACTIONS AND AGREEMENTS CONCERNING THE COMPANY’S SECURITIES

Founder Shares

In connection with the organization of the Company, the Sponsor purchased 10,062,500 shares of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock” or “founder shares” and, together with the Class A Common Stock, the “Common Stock”) of the Company. In March 2018, the Sponsor returned an aggregate of 1,437,500 founder shares, which the Company cancelled, leaving an aggregate of 8,625,000 founder shares outstanding. In March 2018, the Sponsor transferred 40,000 founder shares to each of the Company’s three independent director nominees resulting in a total of 120,000 founder shares transferred to the Company’s independent director nominees. In April 2018, the Company effected a stock dividend of 0.2 shares of Class B Common Stock for each outstanding share of Class B Common Stock, resulting in us and independent director nominees holding an aggregate of 10,350,000 founder shares.

Subject to certain limited exceptions, 50% of the founder shares will not be transferred, assigned, sold until the earlier of: (i) one year after the date of the consummation of an initial business combination of the Company or (ii) the date on which the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted) for any 20 trading days within any 30-trading day period commencing after the Company’s initial business combination, if any, and the remaining 50% of the founder shares will not be transferred, assigned, sold until one year after the date of the consummation of such business combination, or earlier, in either case, if, subsequent to such business combination, the Company consummates a subsequent liquidation, merger, stock exchange, reorganization or other similar transaction which results in all stockholders having the right to exchange their voting common stock for cash, securities or other property.

Private Placement Warrants

At the closing of the IPO, the Sponsor purchased an aggregate of 10,280,000 private placement warrants (the “private placement warrants”) at $1.00 per private placement warrant (for a total purchase price of $10,280,000) from the Company. Each whole private placement warrant entitles the holder to purchase one share of Class A Common Stock at a purchase price of $11.50 per share.  If the Company does not complete a business combination within 18 months from the closing of the IPO, the proceeds from the sale of the private placement warrants will be used to fund a portion of the redemption of the Class A Common Stock (subject to the requirements of applicable law) and the private placement warrants will expire according to their terms. The private placement warrants are non-redeemable and exercisable on a cashless basis so long as they are held by us or our permitted transferees.

The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of the private placement warrants until 30 days after the completion of an initial business combination by the Company.

Registration Rights

The Sponsor is entitled registration rights with respect to our private placement warrants and founder shares, pursuant to a registration rights agreement entered into in connection with the IPO. The Sponsor, collectively with holders making up a majority of the holders of these securities, are entitled to make up to three demands for the Company to register such securities. The holders of the majority of the founder shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of Class B Common Stock are to be released from escrow. The holders of a majority of the private placement warrants issued to the Sponsor, the Company’s officers, the Company’s directors or each’s affiliates in payment of working capital loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a business combination. In addition, the Sponsor has certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of an initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.     

9.     CONDITIONS; TERMINATION; WAIVERS; EXTENSIONS; AMENDMENTS

Notwithstanding any other provision of the Offer, we will not accept for payment, purchase or pay for any Public Warrants tendered, and may terminate or amend the Offer or may postpone the acceptance for payment of, or the purchase of and the payment for Public Warrants tendered, subject to the rules under the Exchange Act, if:

The foregoing is for our sole benefit with respect to the Offer and may be asserted by us regardless of the circumstances (other than any action or omission to act by us) giving rise to any condition, and may be waived by us, in whole or in part, in our discretion until the Offer shall have expired or been terminated. Our failure at any time to exercise the foregoing rights will not be deemed a waiver of any right. However, once the Offer has expired, then all of the conditions to the Offer must have been satisfied or waived. In certain circumstances, if we waive the conditions described above, we may be required to extend the Expiration Date. Any determination by us concerning the events described above will be final and binding on all parties.

In the event that we terminate the Offer, all Public Warrants tendered by a Public Warrant holder in connection with the Offer will be returned to such Public Warrant holder and the Public Warrants will expire in accordance with their terms and will otherwise remain subject to their original terms, including the redemption provisions.

Subject to applicable securities laws and the terms and conditions set forth in this Offer to Purchase, we expressly reserve the right (but will not be obligated), at any time or from time to time, prior to the Expiration Date, regardless of whether or not any of the events set forth above shall have occurred or shall have been determined by us to have occurred, to (a) waive any and all conditions of the Offer, (b) extend the Offer, or (c) otherwise amend the Offer in any respect. The rights reserved by us in this paragraph are in addition to our rights to terminate the Offer described above. Irrespective of any amendment to the Offer, all Public Warrants previously tendered pursuant to the Offer and not accepted for purchase or withdrawn will remain subject to the Offer and may be accepted thereafter for purchase by us.

If we materially change the terms of the Offer or the information concerning the Offer, we will extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 promulgated under the Exchange Act. These rules and certain related releases and interpretations of the SEC provide that the minimum period during which a tender offer must remain open following material changes in the terms of the Offer or information concerning the Offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of the terms or information; however, in no event will the Offer remain open for fewer than five business days following such a material change in the terms of, or information concerning, the Offer. If (i) we make any change to increase or decrease the price to be paid for Public Warrants, and (ii) the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that notice of an increase or decrease is first published, sent or given to holders of Public Warrants, the Offer will be extended until the expiration of such period for ten business days. For purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

Pursuant to Exchange Act Rule 14d-1, we have filed the Schedule TO with the SEC which contains additional information with respect to the Offer. The Schedule TO, including the exhibits and any amendments thereto, may be examined, and copies may be obtained, at the same places and in the same manner as set forth under “Additional Information; Miscellaneous” in this Offer to Purchase.

10.     MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the material U.S. federal income tax consequences of the Offer to U.S. Holders and Non-U.S. Holders (each as defined below) of Public Warrants. The discussion below of the U.S. federal income tax consequences to “U.S. Holders” will apply to a beneficial owner of the Public Warrants that is for U.S. federal income tax purposes:

If a beneficial owner of the Public Warrants is not described above as a U.S. Holder and is not an entity or arrangement treated as a partnership or other pass-through entity for U.S. federal income tax purposes, such owner will be considered a “Non-U.S. Holder.” The material U.S. federal income tax consequences applicable specifically to Non-U.S. Holders are described below under the heading “Non-U.S. Holders.”

This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, Treasury regulations promulgated thereunder, published rulings and court decisions, all as currently in effect. These authorities are subject to change or differing interpretations, possibly on a retroactive basis.

This discussion does not address all aspects of U.S. federal income taxation that may be relevant to any particular holder based on such holder’s individual circumstances. In particular, this discussion considers only holders that own the Public Warrants as capital assets within the meaning of Section 1221 of the Code, and does not address the potential application of the alternative minimum tax. In addition, this discussion does not address the U.S. federal income tax consequences to holders that are subject to special rules, including:

This discussion does not address any aspect of U.S. federal non-income tax laws, such as gift or estate tax laws, state, local or non-U.S. tax laws or, except as discussed herein, any tax reporting obligations of a holder of the Public Warrants. Additionally, this discussion does not consider the tax treatment of partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) or other pass- through entities or persons who hold the Public Warrants through such entities. If a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of the Public Warrants, the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership.

We have not sought, and will not seek, a ruling from the IRS as to any U.S. federal income tax consequence described herein. The IRS may disagree with the descriptions herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

THIS DISCUSSION IS ONLY A SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE OFFER TO HOLDERS OF PUBLIC WARRANTS. EACH HOLDER OF PUBLIC WARRANTS IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF THE OFFER, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL TAX LAWS AND ANY APPLICABLE TAX TREATIES.

U.S. Holders 

Non-Participation in the Tender Offer

Public Warrant holders who do not tender any of their Public Warrants in the Offer will not recognize any gain or loss for U.S. federal income tax purposes solely as a result of the consummation of the Offer.

Exchange of Public Warrants Pursuant to the Offer

The exchange of Public Warrants for cash pursuant to the Offer will be a taxable sale of the Public Warrants for U.S. federal income tax purposes. A U.S. Holder will recognize capital gain or loss in an amount equal to the difference between the amount of cash received and the U.S. Holder’s adjusted tax basis in the Public Warrants. A U.S. Holder’s adjusted tax basis in the Public Warrants generally will equal the U.S. Holder’s acquisition cost of the Public Warrants, and if the U.S. Holder purchased a Unit consisting of shares of Class A Common Stock and Public Warrants, the cost of such Unit must be allocated between the shares of Class A Common Stock and the Public Warrants that comprised such Unit based on their relative fair market values at the time of the purchase. Any such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the Public Warrants exceeds one year. A U.S. Holder must calculate gain or loss separately for each block of Public Warrants exchanged pursuant to the Offer (generally, Public Warrants acquired at the same cost in a single transaction). Long-term capital gain recognized by a non-corporate U.S. Holder may be eligible for reduced rates of tax. The deduction of capital losses is subject to limitations. Special rules may apply to losses realized by a U.S. Holder upon a taxable disposition of Public Warrants if, within a period beginning 30 days before the date of such disposition and ending 30 days after such date, such U.S. Holder has acquired (by purchase or by an exchange on which the entire amount of gain or loss was recognized), or has entered into a contract or option so to acquire, substantially identical stock or securities (including shares of Class A Common Stock).

Medicare Contribution Tax

U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally will be subject to a 3.8% Medicare contribution tax on unearned income, including, among other things, capital gains from the sale or other taxable disposition of securities, subject to certain limitations and exceptions. U.S. Holders should consult their own tax advisors regarding the effect, if any, of such tax on their disposition of the Public Warrants.

Non-U.S. Holders

A Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain or loss attributable to a sale or other disposition of Public Warrants unless such gain or loss is effectively connected with its conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such holder maintains in the United States) or the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of sale or other disposition and certainother conditions are met (in which case, any gain from United States sources, such as any gain recognized on a disposition of Public Warrants, generally is subject to tax at a 30% rate or a lower applicable tax treaty rate).

Gains that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the United States) generally will be subject to U.S. federal income tax (but not the Medicare contribution tax) at the same regular U.S. federal income tax rates applicable to a comparable U.S. Holder and, in the case of a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes, may also be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.

Backup Withholding and Information Reporting

In general, information reporting for U.S. federal income tax purposes should apply to the proceeds from sales and other dispositions of Public Warrants by a U.S. Holder to or through a U.S. office of a broker. Payments made (and sales and other dispositions effected at an office) outside the United States will be subject to information reporting in limited circumstances.

In addition, backup withholding of U.S. federal income tax, currently at a rate of 24%, generally will apply to proceeds from sales and other dispositions of Public Warrants by a U.S. Holder who:

A Non-U.S. Holder generally will eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.

We will withhold all taxes required to be withheld by law from any amounts otherwise payable to any holder of Public Warrants, including tax withholding required by the backup withholding rules. Backup withholding is not an additional tax. Rather, the amount of any backup withholding will be allowed as a credit against a U.S. Holder’s or a Non-U.S. Holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the requisite information is timely furnished to the IRS. Holders are urged to consult their own tax advisors regarding the application of backup withholding and the availability of and procedure for obtaining an exemption from backup withholding in their particular circumstances.

11.     RISK FACTORS

You should carefully consider the following risk factors in addition to the other information included in this Offer to Purchase before you decide whether to tender Public Warrants in the Offer. We caution you not to place undue reliance on the forward-looking statements contained in this Offer to Purchase, which speak only as of the date of this Offer to Purchase.

There is no guarantee that your decision whether to tender your Public Warrants in the Offer will put you in a better future economic position.

We can give no assurance as to the price at which a Public Warrant holder may be able to sell its Public Warrants in the future following the completion of the Offer. Certain events following the closing of a potential business combination involving the Company may cause an increase in the prices of the Public Warrants and Class A Common Stock underlying the Public Warrants, each of which could result in a lower value realized now than you might realize in the future had you not agreed to tender your Public Warrants. Similarly, if you do not tender your Public Warrants, you will bear the risk of ownership of your Public Warrants after the Offer, and there can be no assurance that you can sell your Public Warrants in the future for an amount equal to or greater than the purchase price pursuant to the Offer. You should consult your own individual tax and/or financial advisor for assistance on how this may affect your individual situation. You should carefully review the terms of the Public Warrants and consult your own individual tax and/or financial advisor for assistance on how the tender of your Public Warrants may affect your individual situation. We will also conduct a tender offer to purchase the Public Warrants not purchased in the Offer at such time that the Company announces that it has entered into an agreement to consummate an initial business combination. Further, if the Company is unable to complete a business combination CST will be authorized to transfer $1.00 per whole Public Warrant to each holder of Public Warrants pursuant to an escrow agreement with the Sponsor.

If the Offer is successful, the liquidity of the market for the Public Warrants will be substantially reduced.

If significant number of Public Warrants are purchased in the Offer, the Company may be left with a significantly smaller number of Public Warrant holders following the Offer. As a result, the number of Public Warrants owned by non-affiliate Public Warrant holders and available for trading in the securities markets following the Offer will be reduced, which may reduce the volume of trading in the Public Warrants and may result in lower prices and reduced liquidity in the trading of the Public Warrants.

If HPEP II acquires a significant number of Public Warrants in the Offer, the relative voting power of the Sponsor and its affiliates (including HPEP II) to the Company’s public stockholders on a fully diluted basis will significantly increase.

If the Offer is consummated, the Company’s public stockholders will suffer no dilutive effect as the overall number of outstanding Public Warrants will remain unchanged. However, if HPEP II acquires a significant number of Public Warrants in the Offer, the relative voting power of the Sponsor and its affiliates (including HPEP II) with respect to the Company’s public stockholders on a fully diluted basis will significantly increase based on their greater shareholding on an “as exercised” basis.

12.     THE DEPOSITARY AND THE INFORMATION AGENT

We have retained Continental Stock Transfer & Trust Company, to act as the Depositary, and Morrow Sodali LLC to act as the Information Agent, in connection with the Offer. All deliveries, correspondence and questions sent or presented to the Depositary or the Information Agent relating to the Offer should be directed to the addresses or telephone numbers set forth on the back cover of this Offer to Purchase.

13.     FEES AND EXPENSES

The Information Agent and the Depositary will receive reasonable and customary compensation for their respective services, will be reimbursed by us for reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with the Offer, including certain liabilities under the federal securities laws.

We will not pay any fees or commissions to brokers, dealers or other persons (other than fees to the Information Agent as described above) for soliciting tenders of Public Warrants pursuant to the Offer. Public Warrant holders holding Public Warrants through a broker, dealer, commercial bank, trust company or other nominee are urged to consult such nominees to determine whether transaction costs may apply if Public Warrant holders tender Public Warrants through such nominees and not directly to the Depositary. We will, however, upon request, reimburse brokers, dealers, commercial banks, trust companies and other nominees for customary mailing and handling expenses incurred by them in forwarding the Offer and related materials to the beneficial owners of Public Warrants held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank, trust company or other nominee has been authorized to act as our agent or the agent of the Information Agent or the Depositary for purposes of the Offer.

14.     ADDITIONAL INFORMATION; MISCELLANEOUS

The Offeror has filed with the SEC a Tender Offer Statement on Schedule TO, of which this Offer to Purchase is a part. This Offer to Purchase does not contain all of the information contained in the Schedule TO and the exhibits to the Schedule TO. The Offeror recommends that holders review the Schedule TO, including the exhibits and the information incorporated by reference in the Schedule TO, and other materials that have been filed by the Company with the SEC before making a decision on whether to accept the Offer, including:

1. The description of the Public Warrants in the Company’s Registration Statement on Form S-1 (File No. 333-223845), originally filed with the Securities and Exchange Commission on March 22, 2018, as thereafter amended and supplemented;

2. Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on February 8, 2019;

3. Quarterly Reports on Form 10-Q for the periods ended March 31, 2019 and June 30, 2019, filed with the SEC on April 29, 2019, and July 29, 2019; and

4. The preliminary proxy statement on Schedule 14A, filed with the SEC on September 10, 2019.

You can obtain any of the documents incorporated by reference in this Offer to Purchase from the SEC’s website at the address described above. You may also request a copy of these filings, at no cost, by writing or telephoning the Information Agent for the Offer at the telephone numbers and address set forth on the back cover of this Offer to Purchase.

Each person to whom a copy of this Offer to Purchase is delivered may obtain a copy of any or all of the referenced documents, other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents, at no cost. Requests should be directed to the Company’s Chief Financial Officer at:

Pure Acquisition Corp.

421 W. 3^rd St., Suite 1000

Fort Worth, Texas 76102

Sincerely,

HighPeak Pure Acquisition, LLC

421 W. 3^rd Street, Suite 1000

Fort Worth, Texas 76102

The Depositary is Continental Stock Transfer & Trust Company. The Letter of Transmittal and certificates representing Public Warrants, and any other required documents should be sent or delivered by each holder of Public Warrants or such holder’s broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below.

THE DEPOSITARY FOR THE OFFER IS:

IF DELIVERING BY MAIL, HAND OR COURIER:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
1 State Street- 30th Floor
New York, NY 10004

Attention: Corporate Actions Department

CONFIRM BY TELEPHONE:

Telephone: (917) 262-2378

THE INFORMATION AGENT FOR THE OFFER IS:

470 West Avenue—3rd Floor
Stamford, CT 06902
Individuals, please call toll-free: (800) 662-5200
Banks and brokerage firms, please call: (203) 658-9400
Email: PACQ.info@morrowsodali.com

Any question or request for assistance may be directed to the Information Agent at the address, phone number and email address listed above.

Requests for additional copies of the Offer to Purchase, the Letter of Transmittal or other documents related to the offer may also be directed to the Information Agent.

Exhibit (a)(1)(B)

LETTER OF TRANSMITTAL

Offer To Purchase Up to 20,700,000 Public Warrants

To Purchase Shares of Class A Common Stock

Par Value $0.0001 Per Share

Of

PURE ACQUISITION CORP.

At a Purchase Price of $1.00 In Cash Per Public Warrant

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, PUBLIC WARRANTS AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH BOOK-ENTRY TRANSFER, IS AT THE OPTION AND RISK OF THE TENDERING HOLDER OF PUBLIC WARRANTS, AND EXCEPT AS OTHERWISE PROVIDED IN THE INSTRUCTIONS BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. THE HOLDER OF PUBLIC WARRANTS HAS THE RESPONSIBILITY TO CAUSE THIS LETTER OF TRANSMITTAL, THE TENDERED PUBLIC WARRANTS AND ANY OTHER DOCUMENTS TO BE TIMELY DELIVERED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE INSTRUCTIONS, CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

HighPeak Energy Partners II, LP (the “Offeror”), a Delaware limited partnership, has delivered to the undersigned a copy of the Offer to Purchase dated September 12, 2019 (the “Offer to Purchase”) and this letter of transmittal (as it may be supplemented and amended from time to time, this “Letter of Transmittal”), which together set forth the offer of the Offeror to purchase up to 20,700,000 outstanding warrants (the “Public Warrants”) to purchase shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) of Pure Acquisition Corp., a Delaware corporation (the “Company”), each of which was sold as part of the units issued in the Company’s initial public offering which closed on April 17, 2018 (the “IPO”), at a purchase price of $1.00 in cash per Public Warrant (the “Offer”).

This Offer is being made to all holders of Public Warrants. As of September 12, 2019, there were 20,700,000 Public Warrants outstanding. Pursuant to the Offer, the Offeror is offering to purchase up to an aggregate of 20,700,000 Public Warrants at a purchase price of $1.00 per Public Warrant.

The Public Warrants are listed on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “PACQW.” The Public Warrants are governed by the Warrant Agreement, dated as of April 12, 2018, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”).

The Offer is made solely upon the terms and conditions in the Offer to Purchase and in this Letter of Transmittal. The Offer will be open until 11:59 p.m., Eastern Time, on October 10, 2019, or such later time and date to which the Offeror may extend (the period during which the Offer is open, giving effect to any withdrawal or extension, is referred to as the “Offer Period,” and the date and time at which the Offer Period ends is referred to as the “Expiration Date”).

Each holder of Public Warrants whose Public Warrants are purchased pursuant to the Offer will receive a payment of $1.00 in cash per Public Warrant tendered. Any holder of Public Warrants that participates in the Offer may tender some or all of its Public Warrants for purchase.

The Offeror may withdraw the Offer only if the conditions to the Offer are not satisfied or waived prior to the Expiration Date. Promptly upon any such withdrawal, the Offeror will return the tendered Public Warrants to the holders.

This Letter of Transmittal is to be used to accept the Offer if the applicable Public Warrants are to be tendered by effecting a book-entry transfer into the Depositary’s account at the Depository Trust Company (“DTC”) and instructions are not being transmitted through DTC’s Automated Tender Offer Program (“ATOP”). Except in instances where a holder intends to tender Public Warrants through ATOP, the holder should complete, execute and deliver this Letter of Transmittal to indicate the action it desires to take with respect to the Offer.

Holders of Public Warrants tendering Public Warrants by book-entry transfer to the Depositary’s account at DTC may execute the tender through ATOP, and in that case need not complete, execute and deliver this Letter of Transmittal. DTC participants accepting the Offer may transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Depositary’s account at DTC. DTC will then send an “Agent’s Message” to the Depositary for its acceptance. Delivery of the Agent’s Message by DTC will satisfy the terms of the Offer as to execution and delivery of a Letter of Transmittal by the DTC participant identified in the Agent’s Message.

As used in this Letter of Transmittal with respect to the tender procedures set forth herein, the term “registered holder” means any person in whose name Public Warrants are registered on the books of the Company or who is listed as a participant in a clearing agency’s security position listing with respect to the Public Warrants.

THE OFFER IS NOT MADE TO THOSE HOLDERS OF PUBLIC WARRANTS WHO RESIDE IN ANY JURISDICTION WHERE AN OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.

PLEASE SEE THE INSTRUCTIONS TO THIS LETTER OF TRANSMITTAL BEGINNING ON PAGE 9 FOR THE PROPER USE AND DELIVERY OF THIS LETTER OF TRANSMITTAL.

DESCRIPTION OF PUBLIC WARRANTS TENDERED

List below the Public Warrants to which this Letter of Transmittal relates. If the space below is inadequate, list the registered Public Warrant certificate numbers on a separate signed schedule and affix the list to this Letter of Transmittal.

By crediting the Public Warrants to the Depositary’s account at DTC using ATOP and by complying with applicable ATOP procedures with respect to the Offer, including, if applicable, transmitting to the Depositary an Agent’s Message in which the holder of the Public Warrants acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in this Letter of Transmittal, the participant in DTC confirms on behalf of itself and the beneficial owner(s) of such Public Warrants all provisions of this Letter of Transmittal applicable to it and such beneficial owner(s) as fully as if it had completed the required information and executed and transmitted this Letter of Transmittal to the Depositary.

NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Pure Acquisition Corp.
c/o Continental Stock Transfer & Trust Company, as the Depositary
One State Street, 30^th Floor

New York, NY 10004
Attn: Corporate Actions/Pure Warrant Tender

Upon and subject to the terms and conditions set forth in the Offer to Purchase and in this Letter of Transmittal, receipt of which is hereby acknowledged, the undersigned hereby:

Except as stated in the Offer to Purchase, the tender made hereby is irrevocable. The undersigned understands that this tender will remain in full force and effect unless and until such tender is withdrawn and revoked in accordance with the procedures set forth in the Offer to Purchase and this Letter of Transmittal. The undersigned understands that this tender may not be withdrawn after the Expiration Date, and that a notice of withdrawal will be effective only if delivered to the Depositary in accordance with the specific withdrawal procedures set forth in the Offer to Purchase.

If the undersigned holds Public Warrants for beneficial owners, the undersigned represents that it has received from each beneficial owner thereof a duly completed and executed form of  “Instructions Form” in the form attached to the “Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees,” which was sent to the undersigned by the Offeror with this Letter of Transmittal, instructing the undersigned to take the action described in this Letter of Transmittal.

If the undersigned is not the registered holder of the Public Warrants indicated under “Description of Public Warrants Tendered” above or such holder’s legal representative or attorney-in-fact (or, in the case of Public Warrants held through DTC, the DTC participant for whose account such Public Warrants are held), then the undersigned has obtained a properly completed irrevocable proxy that authorizes the undersigned (or the undersigned’s legal representative or attorney-in fact) to deliver a consent in respect of such Public Warrants on behalf of the holder thereof, and such proxy is being delivered to the Depositary with this Letter of Transmittal.

The undersigned understands that, upon and subject to the terms and conditions set forth in the Offer to Purchase and this Letter of Transmittal, Public Warrants properly tendered and not withdrawn that are accepted for purchase will be purchased at the purchase price of $1.00 per Public Warrant tendered. The undersigned understands that, under certain circumstances, the Offeror may not be required to accept any of the Public Warrants tendered (including any Public Warrants tendered after the Expiration Date). If any Public Warrants are not accepted for purchase for any reason or if tendered Public Warrants are withdrawn, such unpurchased or withdrawn Public Warrants will be returned without expense to the tendering holder.

Subject to, and effective upon, the Offeror’s acceptance of the undersigned’s tender of Public Warrants for purchase pursuant to the Offer as indicated under “Description of Public Warrants Tendered — Number of Public Warrants Tendered” above, the undersigned hereby:

The undersigned understands that tenders of Public Warrants pursuant to any of the procedures described in the Offer to Purchase and in the instructions in this Letter of Transmittal, if and when accepted by the Offeror, will constitute a binding agreement between the undersigned and the Offeror upon the terms and subject to the conditions of the Offer.

Effective upon acceptance for purchase, the undersigned hereby irrevocably constitutes and appoints the Depositary, acting as agent for the Company, as the true and lawful agent and attorney-in-fact of the undersigned with respect to the Public Warrants tendered hereby, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to:

all in accordance with the terms of the Offer, as described in the Offer to Purchase and this Letter of Transmittal.

The undersigned hereby represents, warrants and agrees that:

Unless otherwise indicated under “Special Issuance Instructions” below, the Offeror will issue in the name(s) of the undersigned as indicated under “Description of Public Warrants Tendered” above, the cash payment (less the amount of any federal income or backup withholding tax required to be withheld) to which the undersigned is entitled pursuant to the terms of the Offer in respect of the Public Warrants tendered and purchased pursuant to this Letter of Transmittal. If the “Special Issuance Instructions” below are completed, the Offeror will issue cash payment in the name of the person or account indicated under “Special Issuance Instructions.”

The undersigned agrees that the Offeror has no obligation under the “Special Issuance Instructions” provision of this Letter of Transmittal to effect the transfer of any Public Warrants from the holder(s) thereof if the Offeror does not accept for purchase any of the Public Warrants tendered pursuant to this Letter of Transmittal.

The acknowledgments, representations, warranties and agreements of the undersigned in this Letter of Transmittal will be deemed to be automatically repeated and reconfirmed on and as of each of the Expiration Date and completion of the Offer. The authority conferred or agreed to be conferred in this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

The undersigned acknowledges that the undersigned has been advised to consult with its own legal counsel and other advisors (including tax advisors) as to the consequences of participating or not participating in the Offer.

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1.           Delivery of Letter of Transmittal and Public Warrants. This Letter of Transmittal is to be used only if tenders of Public Warrants are to be made by book-entry transfer to the Depositary’s account at DTC and instructions are not being transmitted through ATOP with respect to such tenders.

Public Warrants may be validly tendered pursuant to the procedures for book-entry transfer as described in the Offer to Purchase. In order for Public Warrants to be validly tendered by book-entry transfer, the Depositary must receive the following prior to the Expiration Date, except as otherwise permitted by use of the procedures for guaranteed delivery as described below:

The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC purchasing the Public Warrants that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Offeror may enforce such agreement against the participant. If you are tendering by book-entry transfer, you must expressly acknowledge that you have received and agree to be bound by the Letter of Transmittal and that the Letter of Transmittal may be enforced against you.

Delivery of a Letter of Transmittal to the Offeror or DTC will not constitute valid delivery to the Depositary. No Letter of Transmittal should be sent to the Offeror or DTC.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, TENDERED PUBLIC WARRANTS AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC AND ANY ACCEPTANCE OR AGENT’S MESSAGE DELIVERED THROUGH ATOP, IS AT THE OPTION AND RISK OF THE TENDERING HOLDER OF PUBLIC WARRANTS, AND EXCEPT AS OTHERWISE PROVIDED IN THESE INSTRUCTIONS, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. THE HOLDER OF PUBLIC WARRANTS HAS THE RESPONSIBILITY TO CAUSE THIS LETTER OF TRANSMITTAL, THE TENDERED PUBLIC WARRANTS AND ANY OTHER DOCUMENTS TO BE TIMELY DELIVERED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

Neither the Offeror nor the Depositary is under any obligation to notify any tendering holder of the Offeror’s acceptance of tendered Public Warrants.

2.     Guaranteed Delivery. Holders of Public Warrants desiring to tender Public Warrants pursuant to the Offer but whose Public Warrants cannot otherwise be delivered with all other required documents to the Depositary prior to the Expiration Date may nevertheless tender Public Warrants, as long as all of the following conditions are satisfied:

A holder of Public Warrants may deliver the Notice of Guaranteed Delivery by facsimile transmission or mail to the Depositary.

Except as specifically permitted by the Offer to Purchase, no alternative or contingent purchases will be accepted.

3.     Signatures on Letter of Transmittal and other Documents. For purposes of the tender procedures set forth in this Letter of Transmittal, the term “registered holder” means any person in whose name Public Warrants are registered on the books of the Company or who is listed as a participant in a clearing agency’s security position listing with respect to the Public Warrants.

If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or others acting in a fiduciary or representative capacity, such person must so indicate when signing and, unless waived by the Offeror, must submit to the Depositary proper evidence satisfactory to the Offeror of the authority so to act.

4.     Guarantee of Signatures. No signature guarantee is required if:

IN ALL OTHER CASES, AN ELIGIBLE INSTITUTION MUST GUARANTEE ALL SIGNATURES ON THIS LETTER OF TRANSMITTAL BY COMPLETING AND SIGNING THE TABLE ENTITLED “GUARANTEE OF SIGNATURE(S)” ABOVE.

5.     Public Warrants Tendered. Any holder of Public Warrants who chooses to participate in the Offer may tender some or all of such holder’s Public Warrants pursuant to the terms of the Offer.

6.     Inadequate Space. If the space provided under “Description of Public Warrants Tendered” is inadequate, the name(s) and address(es) of the registered holder(s), number of Public Warrants being delivered herewith, and number of such Public Warrants tendered hereby should be listed on a separate, signed schedule and attached to this Letter of Transmittal.

7.     Validity of Tenders. All questions as to the number of Public Warrants to be accepted, and the validity, form, eligibility (including time of receipt) and acceptance of any tender of Public Warrants will be determined by the Offeror in its sole discretion, which determinations shall be final and binding on all parties. The Offeror reserves the absolute right to reject any or all tenders of Public Warrants it determines not to be in proper form or to reject those Public Warrants, the acceptance of which may, in the opinion of the Offeror’s counsel, be unlawful. The Offeror also reserves the absolute right to waive any defect or irregularity in the tender of any particular Public Warrant, whether or not similar defects or irregularities are waived in the case of other tendered Public Warrants. The Offeror’s interpretation of the terms and conditions of the Offer (including this Letter of Transmittal and the instructions hereto) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Public Warrants must be cured within such time as the Offeror shall determine. None of the Offeror, the Depositary, the information agent, the dealer manager or any other person is or will be obligated to give notice of any defects or irregularities in tenders of Public Warrants, and none of them will incur any liability for failure to give any such notice. Tenders of Public Warrants will not be deemed to have been validly made until all defects and irregularities have been cured or waived. Any Public Warrants received by the Depositary that are not validly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Depositary to the holders, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date. Holders of Public Warrants who have any questions about the procedure for tendering Public Warrants in the Offer should contact the information agent at the address and telephone number indicated herein.

8.     Waiver of Conditions. The Offeror reserves the absolute right to waive any condition, other than as described in the section of the Offer to Purchase entitled “The Offer— General Terms — Conditions to the Offer.”

9.     Withdrawal. Tenders of Public Warrants may be withdrawn only pursuant to the procedures and subject to the terms set forth in the section of the Offer to Purchase entitled “The Offer  — Withdrawal Rights.” Holders of Public Warrants can withdraw tendered Public Warrants at any time prior to the Expiration Date, and Public Warrants that the Offeror has not accepted for purchase by October 10, 2019, may thereafter be withdrawn at any time after such date until such Public Warrants are accepted by the Offeror for purchase pursuant to the Offer. Except as otherwise provided in the ​Offer to Purchase, in order for the withdrawal of Public Warrants to be effective, a written notice of withdrawal satisfying the applicable requirements for withdrawal set forth in the section of the Offer to Purchase entitled “The Offer  — Withdrawal Rights” must be timely received from the holder by the Depositary at its address stated herein, together with any other information required as described in such section of the Offer to Purchase. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Offeror, in its reasonable discretion, and its determination shall be final and binding. None of the Offeror, the Depositary, the information agent, the dealer manager or any other person is under any duty to give notification of any defect or irregularity in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Public Warrants properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, at any time prior to the Expiration Date, a holder of Public Warrants may re-tender withdrawn Public Warrants by following the applicable procedures discussed in the Offer to Purchase and this Letter of Transmittal.

10.     Important Tax Information and Form W-9. Under the U.S. federal income tax backup withholding rules, unless an exemption applies under the applicable law and regulations, 24% of the gross proceeds payable to a Public Warrant holder or other payee pursuant to the Offer must be withheld and remitted to the Internal Revenue Service (the “IRS”), unless the Public Warrant holder or other payee provides its taxpayer identification number (employer identification number or social security number) to the Depositary (as payor) and certifies under penalties of perjury that the number is correct and that the Public Warrant holder is exempt from backup withholding or otherwise establishes an exemption. Therefore, each tendering Public Warrant holder that is a U.S. Holder (as defined in “The Offer—Section 10. Material U.S. Federal Income Tax Consequences” of the Offer to Purchase) should complete and sign the Form W-9 included as part of this Letter of Transmittal in order to provide the information and certification necessary to avoid backup withholding. If a U.S. holder provides the Depositary with an incorrect taxpayer identification number, the U.S. holder may be subject to penalties imposed by the IRS. If backup withholding results in an overpayment of taxes, a refund may be obtained from the IRS in accordance with its refund procedures. Certain “exempt recipients” (including, among others, all corporations and certain Non-U.S. Holders, as defined in “The Offer—Section 10. Material U.S. Federal Income Tax Consequences” of the Offer to Purchase) are not subject to backup withholding. In order for a non-U.S. holder to qualify as an exempt recipient, that Public Warrant holder must submit to the Depositary an appropriate IRS Form W-8 (or successor form), signed under penalties of perjury, attesting to that Public Warrant holder’s exempt status. This form can be obtained from the Depositary. Backup withholding is not an additional tax and may be credited against U.S. federal income tax payable by a U.S. holder or, if such backup withholding exceeds such amount of tax payable, claimed as a refund.

11.     Questions and Requests for Assistance and Additional Copies. Please direct questions or requests for assistance, or additional copies of the Offer to Purchase, Letter of Transmittal or other materials, in writing to the information agent for the Offer at:

IMPORTANT: THIS LETTER OF TRANSMITTAL, OR THE “AGENT’S MESSAGE” (IF TENDERING PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER WITHOUT EXECUTION AND DELIVERY OF A LETTER OF TRANSMITTAL), TOGETHER WITH THE TENDERED PUBLIC WARRANTS AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO 11:59 P.M., EASTERN TIME, ON THE EXPIRATION DATE, UNLESS A NOTICE OF GUARANTEED DELIVERY IS RECEIVED BY THE DEPOSITARY BY SUCH DATE.

The Depositary for the Offer is:

Continental Stock Transfer & Trust Company

One State Street, 30^th Floor
New York, NY 10004
Attention: Corporate Actions/Pure Warrant Tender

Questions or requests for assistance may be directed to the information agent at the address and telephone number listed below. Additional copies of the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery may also be obtained from the information agent. Any holder of Public Warrants may also contact its broker, dealer, commercial bank or trust company for assistance concerning the Offer.

The Information Agent for the Offer is:

Morrow Sodali LLC
470 West Avenue

Stamford, Connecticut 06902

Individuals, please call toll-free: (800) 662-5200

Banks and brokerage, please call: (203) 658-9400

Email: PACQ.info@morrowsodali.com 

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Exhibit (a)(1)(C)

NOTICE OF GUARANTEED DELIVERY
OF
WARRANTS OF
PURE ACQUISITION CORP.

Pursuant to the Offer to Purchase dated September 12, 2019

This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (as defined below) if:

TO: CONTINENTAL STOCK TRANSFER & TRUST COMPANY

If Delivering by Hand, Overnight

Courier, or Mail:

Continental Stock Transfer & Trust Company

Attn: Corporate Actions/Pure Warrant Tender

One State Street – 30th Floor

New York, NY 10004

If By Facsimile:

(For Eligible Institutions Only)

(212) 616-7610

For Confirmation:

(917) 262-2378

The undersigned acknowledges: (i) receipt of the Offer to Purchase, dated September 12, 2019 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal”), which together set forth the offer of HighPeak Energy Partners II, LP (the “Offeror), a Delaware limited partnership, to purchase up to 20,700,000 outstanding warrants (the “Public Warrants”) to purchase shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) of Pure Acquisition Corp., a Delaware corporation (the “Company”), each of which was sold as part of the units issued in the Company’s initial public offering which closed on April 17, 2018 (the “IPO”), at a purchase price of $1.00 in cash per Public Warrant (the “Offer”). The Offer will be open until 11:59 p.m., Eastern Time, on October 10, 2019, or such later time and date to which the Offeror may extend. The period during which the Offer is open, giving effect to any withdrawal or extension, is referred to as the “Offer Period.” The date and time at which the Offer Period ends is referred to as the “Expiration Date.”

This Offer is being made to all holders of Public Warrants. As of September 12, 2019, there were 20,700,000 Public Warrants outstanding. Pursuant to the Offer, the Offeror is offering to purchase up to an aggregate of 20,700,000 Public Warrants at a purchase price of $1.00 per Public Warrant.

The Public Warrants are listed on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “PACQW.” The Public Warrants are governed by the warrant agreement, dated as of April 12, 2018, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”).

Each holder of Public Warrants whose Public Warrants are tendered pursuant to the Offer will receive $1.00 in cash for each Public Warrant tendered by such holder and purchased. Any holder of Public Warrants that participates in the Offer may tender some or all of its Public Warrants for purchase.

This Notice of Guaranteed Delivery, properly completed and duly executed, must be delivered by hand, mail, overnight courier or facsimile transmission to the Depositary, as described in the section of the Offer to Purchase entitled “The Offer— Procedure for Tendering Public Warrants for Purchase— Guaranteed Delivery Procedures.” The method of delivery of all required documents is at your option and risk.

For this Notice of Guaranteed Delivery to be validly delivered, it must be received by the Depositary at the above address before the Expiration Date. Delivery of this notice to another address will not constitute a valid delivery. Delivery to the Offeror, the information agent or the book-entry transfer facility will not be forwarded to the Depositary and will not constitute a valid delivery.

Your signature on this Notice of Guaranteed Delivery must be guaranteed by an Eligible Institution, and the Eligible Institution must also execute the Guarantee of Delivery attached hereto. An “Eligible Institution” is a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity that is an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended.

In addition, if the instructions to the Letter of Transmittal require a signature on a Letter of Transmittal to be guaranteed by an Eligible Institution, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

By signing this Notice of Guaranteed Delivery, you tender for purchase, upon the terms and subject to the conditions described in the Offer to Purchase and in the Letter of Transmittal, the number of Public Warrants specified below, pursuant to the guaranteed delivery procedures described in the section of the Offer to Purchase entitled “The Offer— Procedure for Tendering Public Warrants for Purchase—Guaranteed Delivery Procedures.”

DESCRIPTION OF PUBLIC WARRANTS TENDERED

List below the Public Warrants to which this Notice of Guaranteed Delivery relates.

SIGNATURES

Signature(s) of Holder(s) of Public Warrants

Name(s) of Holders(s) of Public Warrants (Please Print)

Address

City, State, Zip Code

Telephone Number

Date

GUARANTEE OF SIGNATURES

Authorized Signature

Name (Please Print)

Title

Name of Firm (must be an Eligible Institution as

Defined in this Notice of Guaranteed Delivery)

Address

City, State, Zip Code

Telephone Number

Date

GUARANTEE OF DELIVERY
(Not to be used for Signature Guarantee)

The undersigned, a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity that is an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (each of the foregoing constituting an “Eligible Institution”), guarantees delivery to the Depositary of the Public Warrants tendered, in proper form for transfer, or a confirmation that the Public Warrants tendered have been delivered pursuant to the procedure for book-entry transfer described in the Offer to Purchase and the Letter of Transmittal into the Depositary’s account at the book-entry transfer facility, in each case together with a properly completed and duly executed Letter(s) of Transmittal, or an Agent’s Message in the case of a book-entry transfer, and any other required documents, all within two (2) Nasdaq quotation days after the date of receipt by the Depositary of this Notice of Guaranteed Delivery.

The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal to the Depositary, or confirmation of receipt of the Public Warrants pursuant to the procedure for book-entry transfer and an Agent’s Message, within the time set forth above. Failure to do so could result in a financial loss to such Eligible Institution.

Authorized Signature

Name (Please Print)

Title

Name of Firm

Address

City, State, Zip Code

Telephone Number

Date

5

Exhibit (a)(1)(D)

LETTER TO BROKERS, DEALERS,

COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES

Offer To Purchase Up to 20,700,000 Public Warrants

To Purchase Shares of Class A Common Stock

Par Value $0.0001 Per Share

Of

PURE ACQUISITION CORP.

At A Purchase Price Of $1.00 In Cash Per Public Warrant

September 12, 2019

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

Enclosed are the Offer to Purchase dated September 12, 2019 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal”), which together set forth the offer of HighPeak Energy Partners II, LP (the “Offeror”), a Delaware limited partnership, to purchase up to 20,700,000 outstanding warrants (the “Public Warrants”) to purchase shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) of Pure Acquisition Corp., a Delaware corporation (the “Company”), each of which was sold as part of the units issued in the Company’s initial public offering which closed on April 17, 2018 (the “IPO”), at a purchase price of $1.00 per Public Warrant. The Offer is made solely upon the terms and conditions in the Offer to Purchase and in the Letter of Transmittal. The Offer will be open until 11:59 p.m., Eastern Time, on October 10, 2019, or such later time and date to which the Offeror may extend. The period during which the Offer is open, giving effect to any withdrawal or extension, is referred to as the “Offer Period.” The date and time at which the Offer Period ends is referred to as the “Expiration Date.”

This Offer is being made to all holders of Public Warrants. As of September 12, 2019, there were 20,700,000 Public Warrants outstanding. Pursuant to the Offer, the Offeror is offering to purchase up to an aggregate of 20,700,000 Public Warrants at a purchase price of $1.00 per Public Warrant tendered for purchase.

The Public Warrants are listed on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “PACQW.” The Public Warrants are governed by the warrant agreement, dated as of April 12, 2018, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”).

Each holder of Public Warrants whose Public Warrants are purchased pursuant to the Offer will receive $1.00 in cash for each Public Warrant tendered by such holder and purchased. Any holder of Public Warrants that participates in the Offer may tender some or all of its Public Warrants for purchase.

The Offeror reserves the right to redeem any of the Public Warrants, as applicable, pursuant to their current terms at any time, including prior to the completion of the Offer.

THE OFFER IS NOT MADE TO THOSE HOLDERS OF PUBLIC WARRANTS WHO RESIDE IN STATES OR OTHER JURISDICTIONS WHERE AN OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.

Enclosed with this letter are copies of the following documents:

Certain conditions to the Offer are described in the section of the Offer to Purchase entitled “The Offer — General Terms — Conditions to the Offer.”

We urge you to contact your clients promptly. Please note that the Offer and withdrawal rights will expire at 11:59 p.m., Eastern Time, on October 10, 2019, or such later time and date to which the Offeror may extend.

The Offeror will not pay any fees or commissions to any broker, dealer or other person (other than the Depositary, the information agent, dealer manager and certain other persons, as described in the section of the Offer to Purchase entitled “The Offer  — Fees and Expenses”) for soliciting tenders of Public Warrants pursuant to the Offer. However, the Offeror will, on request, reimburse you for customary clerical and mailing expenses incurred by you in forwarding copies of the enclosed materials to your clients for whose accounts you hold Public Warrants.

Any questions you have regarding the Offer should be directed to, and additional copies of the enclosed materials may be obtained from, the information agent in the Offer:

The Information Agent for the Offer is:

Morrow Sodali LLC

470 West Avenue

Stamford, Connecticut 06902

Individuals, please call toll-free: (800) 662-5200

Banks and brokerage, please call: (203) 658-9400

Email: PACQ.info@morrowsodali.com

Very truly yours,

HighPeak Energy Partners II, LP

Nothing contained in this letter or in the enclosed documents shall constitute you or any other person the agent of the Offeror, the Depositary, the dealer manager, the information agent or any affiliate of any of them, or authorize you or any other person to give any information or use any document or make any statement on behalf of any of them in connection with the Offer other than the enclosed documents and the statements contained therein.

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Exhibit (a)(1)(E)

LETTER TO CLIENTS OF BROKERS, DEALERS,

COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES

Offer To Purchase Up to 20,700,000 Public Warrants

To Purchase Shares of Class A Common Stock

Par Value $0.0001 Per Share

Of

PURE ACQUISITION CORP.

At A Purchase Price Of $1.00 In Cash Per Public Warrant

September 12, 2019

To Our Clients:

Enclosed for your consideration are the Offer to Purchase dated September 12, 2019 (the “Offer to Purchase), and the related Letter of Transmittal (the “Letter of Transmittal”), which together set forth the offer of HighPeak Energy Partners II, LP (the “Offeror”), a Delaware limited partnership, to purchase up to 20,700,000 outstanding warrants (the “Public Warrants”) to purchase shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) of Pure Acquisition Corp., a Delaware corporation (the “Company”), each of which was sold as part of the units issued in the Company’s initial public offering which closed on April 17, 2018 (the “IPO”), at a purchase price of $1.00 in cash per Public Warrant (the “Offer”). The Offer is made solely upon the terms and conditions in the Offer to Purchase and in the Letter of Transmittal. The Offer will be open until 11:59 p.m., Eastern Time, on October 10, 2019, or such later time and date to which the Offeror may extend. The period during which the Offer is open, giving effect to any withdrawal or extension, is referred to as the “Offer Period.” The date and time at which the Offer Period ends is referred to as the “Expiration Date.”

This Offer is being made to all holders of Public Warrants. As of September 12, 2019, there were 20,700,000 Public Warrants outstanding. Pursuant to the Offer, the Offeror is offering to purchase up to an aggregate of 20,700,000 Public Warrants at a purchase price of $1.00 per Public Warrant tendered.

The Public Warrants are listed on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “PACQW.” The Public Warrants are governed by the warrant agreement, dated as of April 12, 2018, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”).

Each holder of Public Warrants whose Public Warrants are purchased pursuant to the Offer will receive $1.00 in cash for each Public Warrant tendered by such holder and purchased. Any holder of Public Warrants that participates in the Offer may tender some or all of its Public Warrants for purchase.

The Offeror reserves the right to redeem any of the Public Warrants, as applicable, pursuant to their current terms at any time, including prior to the completion of the Offer.

THE OFFER IS NOT MADE TO THOSE HOLDERS OF PUBLIC WARRANTS WHO RESIDE IN STATES OR OTHER JURISDICTIONS WHERE AN OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.

Please follow the instructions in this document and the related documents, including the accompanying Letter of Transmittal, to cause your Public Warrants to be tendered for purchase pursuant to the Offer.

On the terms and subject to the conditions of the Offer, the Offeror will allow the purchase of all Public Warrants properly tendered before the Expiration Date and not properly withdrawn, at a purchase price of $1.00 for each Public Warrant so tendered.

We are the owner of record of Public Warrants held for your account. As such, only we can purchase and tender your Public Warrants, and then only pursuant to your instructions. We are sending you the Letter of Transmittal for your information only; you cannot use it to purchase and tender Public Warrants we hold for your account.

Please instruct us as to whether you wish us to tender for purchase any or all of the Public Warrants Company holds for your account, on the terms and subject to the conditions of the Offer.

Please note the following:

If you wish to have us tender any or all of your Public Warrants for purchase pursuant to the Offer, please so instruct us by completing, executing, detaching and returning to us the attached Instructions Form. If you authorize us to tender your Public Warrants, we will tender for purchase all of your Public Warrants unless you specify otherwise on the attached Instruction Form.

Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit a tender on your behalf before the Expiration Date. Please note that the Offer and withdrawal rights will expire at 11:59 p.m., Eastern Time, on October 10, 2019, or such later time and date to which the Offeror may extend.

Neither the board of directors of the Company, the Company nor any of its management, its board of directors, the dealer manager, the information agent, or the Depositary for the Offer is making any recommendation as to whether holders of Public Warrants should tender Public Warrants for purchase in the Offer. The Company has not authorized any person to make any recommendation. You should carefully evaluate all information in the Offer to Purchase and in the Letter of Transmittal, and should consult your own investment and tax advisors. You must decide whether to have your Public Warrants tendered and, if so, how many Public Warrants to have tendered. In doing so, you should read carefully the information in the Offer to Purchase and in the Letter of Transmittal.

Instructions Form

Offer To Purchase Up to 20,700,000 Public Warrants

To Purchase Shares of Class A Common Stock

Par Value $0.0001 Per Share

Of

PURE ACQUISITION CORP.

At A Purchase Price Of $1.00 In Cash Per Public Warrant

The undersigned acknowledges receipt of your letter and the enclosed Offer to Purchase dated September 12, 2019 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal”), which together set forth the offer of HighPeak Energy Partners II, LP (the “Offeror”), a Delaware limited partnership, to purchase up to 20,700,000 outstanding warrants (the “Public Warrants”) to purchase shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) of Pure Acquisition Corp., a Delaware corporation (the “Company”), each of which was sold as part of the units issued in the Company’s initial public offering which closed on April 17, 2018 (the “IPO”), at a purchase price of $1.00 per Public Warrant (the “Offer).

The undersigned hereby instructs you to tender for purchase the number of Public Warrants indicated below or, if no number is indicated, all Public Warrants you hold for the account of the undersigned, on the terms and subject to the conditions set forth in the Offer to Purchase and in the Letter of Transmittal.

By participating in the Offer, the undersigned acknowledges that: (i) the Offer is made solely only upon the terms and conditions in the Offer to Purchase and in the Letter of Transmittal; (ii) the Offer will be open until 11:59 p.m., Eastern Time, on October 10, 2019, or such later time and date to which the Offeror may extend (the period during which the Offer is open, giving effect to any withdrawal or extension, is referred to as the “Offer Period”); (iii) the Offer is established voluntarily by the Offeror, it is discretionary in nature, and it may be extended, modified, suspended or terminated by the Offeror as provided in the Offer to Purchase; (iv) the undersigned is voluntarily participating in the Offer and is aware of the conditions of the Offer; (v) the future value of Public Warrants is unknown and cannot be predicted with certainty; (vi) the undersigned has received and read the Offer to Purchase and the Letter of Transmittal; and (vii) regardless of any action that the Offeror takes with respect to any or all income/capital gains tax, social security or insurance, transfer tax or other tax-related items (“Tax Items”) related to the Offer and the disposition of Public Warrants, the undersigned acknowledges that the ultimate liability for all Tax Items is and remains the responsibility solely of the undersigned. In that regard, the undersigned authorizes the Offeror to withhold all applicable Tax Items legally payable by the undersigned.

Number of Public Warrants to be tendered by you for the account of the undersigned:   _______________

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