Houston American Energy Corp. Announces Restructuring of Debt Through Strategic Investor Buyout

Rhea-AI Summary

Houston American Energy (NYSE: HUSA) announced that a majority of the senior secured convertible note tied to its Cedar Port property has been acquired by Bower Family Holdings (BFH), a major HUSA shareholder, on Nov 12, 2025. BFH agreed not to convert any principal or accrued unpaid interest, which the company says improves financial flexibility, simplifies its capital structure, and supports ongoing project development.

The company thanked both BFH and the note’s original holder, 3i, LP, noting 3i’s early capital role. HUSA reiterated focus on advancing its Renewable Energy Complex at Cedar Port, plastics-to-fuel and renewable chemicals platform, and scaling circular energy solutions across North America and Europe.

Positive

• Majority note acquired by BFH, a large HUSA shareholder
• Conversion rights waived (BFH agreed not to convert principal or interest)
• Improved financial flexibility to advance Cedar Port projects
• Capital structure simplified according to company statement

Negative

• Majority of the senior secured note now held by a largest shareholder, concentrating creditor position
• Note remains outstanding with no disclosed cash repayment or numeric reduction

Insights

Capital Structure Analyst

Major shareholder bought most of a senior secured convertible note, agreed not to convert, easing near-term capital structure strain.

Houston American Energy transferred a majority of the senior secured convertible note tied to the Cedar Port purchase to Bower Family Holdings, LLC, a large shareholder, on Nov 12, 2025. The buyer agreed not to convert principal or accrued interest, which removes a common source of imminent equity dilution and simplifies the company’s capital layout.

This change directly increases the company’s financial flexibility to advance the Renewable Energy Complex at Cedar Port and related plastics-to-fuel and renewable chemicals activities. The restructuring depends on continued cooperation with the note’s original holder, 3i, LP, and on sourcing further strategic capital partners as stated. Monitor signs of new capital commitments and any changes to conversion or repayment terms over the coming quarters for confirmation of durable balance-sheet improvement.

HOUSTON, TX, Nov. 12, 2025 (GLOBE NEWSWIRE) -- Houston American Energy Corp. (NYSE American: HUSA) (“HUSA” or the “Company”) and its wholly owned subsidiary, Abundia Global Impact Group, LLC (“AGIG”), today announced that a majority of the senior secured convertible note originally used to finance the purchase of the Company’s Cedar Port property has been acquired by Bower Family Holdings, LLC (“BFH”), one of the Company’s largest stockholders.

This transaction represents a further demonstration of BFH’s continued confidence in HUSA’s strategic direction and its commitment to supporting the Company’s transition toward circular fuels and sustainable energy solutions. The restructuring also reflects the collaborative relationship between HUSA and the note’s original holder, 3i, LP, whose early participation provided critical growth capital during the initial development phase.

In connection with the acquisition, BFH agreed not to convert any portion of the outstanding principal or accrued and unpaid interest, positioning the Company with improved financial flexibility to advance ongoing projects and engage with strategic capital partners.

“We greatly appreciate the confidence and partnership demonstrated by both 3i and Bower Family Holdings,” said Ed Gillespie, CEO of Houston American Energy Corp. “This restructuring enhances our balance sheet, simplifies our capital structure, and enables us to pursue long-term growth with the support of an aligned and engaged shareholder base.”

The Company remains focused on accelerating development of its Renewable Energy Complex at Cedar Port, advancing its plastics-to-fuel and renewable chemicals platform, and executing on its broader vision to scale circular energy solutions across North America and Europe.

About Houston American Energy Corp.

Houston American Energy Corp. (NYSE American: HUSA) is an independent energy company with a growing and diversified portfolio across both conventional and renewable sectors. Historically focused on the exploration and production of oil and natural gas, the Company is actively expanding into high-growth segments of the energy industry. In July 2025, HUSA acquired Abundia Global Impact Group, LLC, a technology-driven platform specializing in the conversion of waste plastics into low-carbon fuels and chemical feedstocks. This strategic acquisition reflects HUSA’s broader commitment to meeting global energy demands through a balanced mix of traditional and alternative energy solutions and positions the Company to capitalize on emerging opportunities in sustainable fuels and energy transition technologies.

Cautionary Note Regarding Forward-Looking Information:

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking information generally is accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking information is based on management’s current expectations and beliefs and is subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking information in this news release includes, but is not limited to, statements about the Company ability to create financial flexibility for future investments. Actual results may differ materially from those indicated by these forward-looking statements as a result of a variety of factors, including, but not limited to: (i) risks and uncertainties impacting the Company’s business including, risks related to its current liquidity position and the need to obtain additional financing to support ongoing operations, the Company’s ability to continue as a going concern, the Company’s ability to maintain the listing of its common stock on NYSE American, the Company’s ability to predict its rate of growth, the Company’s ability to hire, retain and motivate employees, the effects of competition on the Company’s business, including price competition, technological, regulatory and legal developments, developments in the economy and financial markets, and (ii) other risks as set forth from time to time in the Company’s filings with the U.S. Securities and Exchange Commission.

Readers are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are beyond the control of the Company.

With respect to the forward-looking information contained in this news release, the Company has made numerous assumptions. While the Company considers these assumptions to be reasonable, these assumptions are inherently subject to significant business, economic, competitive, market and social uncertainties and contingencies. Additionally, there are known and unknown risk factors which could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. A complete discussion of the risks and uncertainties facing the Company’s business is disclosed in our Annual Report on Form 10-K and other filings with the SEC on www.sec.gov.

All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.

For additional information, view the company’s website at www.houstonamerican.com or contact Houston American Energy Corp. at (713)-322-8818. 

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FAQ

What did HUSA announce on November 12, 2025 regarding its Cedar Port financing?

HUSA said BFH acquired a majority of the senior secured convertible note linked to Cedar Port and agreed not to convert principal or accrued interest.

How does the BFH buyout affect HUSA shareholder dilution (HUSA)?

BFH agreed not to convert the note, which the company says reduces immediate dilution risk for HUSA shareholders.

Does the BFH transaction provide cash to HUSA or change the outstanding debt amount (HUSA)?

The announcement describes a transfer of note ownership and a non-conversion agreement but does not disclose cash proceeds or numeric changes to outstanding debt.

What strategic projects will HUSA pursue after the restructuring (HUSA)?

HUSA will focus on advancing the Renewable Energy Complex at Cedar Port and its plastics-to-fuel and renewable chemicals platform across North America and Europe.

Who were the parties involved in the HUSA note restructuring on Nov 12, 2025?

The parties named were HUSA and subsidiary AGIG, Bower Family Holdings (BFH) as buyer, and the original note holder 3i, LP.