Pro Forma Consolidated Balance Sheet as of September 30, 2015 (UNAUDITED)

2

Pro Forma Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2015 (UNAUDITED)

3

Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2014 (UNAUDITED

4

Notes to Pro Forma Consolidated Financial Statements (UNAUDITED)

5

September 30, 2015

Adjustments (a)

Resolute

Resolute

Gardendale

PRB

Pro Forma

Assets

Current assets:

Cash and cash equivalents

$

1,280

$

18,892

$

—

$

20,172

Accounts receivable

37,525

—

—

37,525

Commodity derivative instruments

80,461

—

—

80,461

Prepaid expenses and other current assets

3,496

—

—

3,496

Total current assets

122,762

18,892

—

141,654

Property and equipment, at cost:

Oil and gas properties, full cost method of accounting

Unproved

174,841

(149,580

)

—

25,261

Proved

1,802,857

(28,518

)

(62,126

)

1,712,213

Other property and equipment

10,078

—

—

10,078

Accumulated depletion, depreciation and amortization

(1,450,458

)

—

—

(1,450,458

)

Net property and equipment

537,318

(178,098

)

(62,126

)

297,094

Other assets:

Restricted cash

21,496

—

—

21,496

Commodity derivative instruments

19,570

—

—

19,570

Other assets

271

—

—

271

Total assets

$

701,417

$

(159,206

)

$

(62,126

)

$

480,085

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities:

Accounts payable

$

7,250

$

—

$

—

$

7,250

Accrued expenses

44,134

—

—

44,134

Accrued interest payable

14,294

—

—

14,294

Asset retirement obligations

775

—

—

775

Secured term loan facility

2,000

—

—

2,000

Total current liabilities

68,453

—

—

68,453

Long term liabilities:

Revolving credit facility

137,643

(83,643

)

(54,000

)

—

Secured term loan facility

181,035

(70,000

)

—

111,035

Senior notes

395,754

—

—

395,754

Asset retirement obligations

31,652

(5,563

)

(8,126

)

17,963

Other long term liabilities

1,409

—

—

1,409

Total liabilities

815,946

(159,206

)

(62,126

)

594,614

Commitments and contingencies

Stockholders’ equity (deficit):

Preferred stock, $0.0001 par value

—

—

—

—

Common stock, $0.0001 par value

8

—

—

8

Additional paid-in capital

655,689

—

—

655,689

Accumulated deficit

(770,226

)

—

—

(770,226

)

Total stockholders’ equity (deficit)

(114,529

)

—

—

(114,529

)

Total liabilities and stockholders’ equity (deficit)

$

701,417

$

(159,206

)

$

(62,126

)

$

480,085

Nine Months Ended September 30, 2015

Resolute

Gardendale (b)

PRB (b)

Permian (b)

Pro Forma Adjustments

Resolute Pro Forma

Revenue:

Oil

$

111,910

$

(11,275

)

$

(5,522

)

$

(1,861

)

$

-

$

93,252

Gas

10,908

(1,161

)

(5,338

)

(440

)

—

3,970

Natural gas liquids

3,328

(1,347

)

(216

)

(173

)

—

1,592

Total revenue

126,146

(13,783

)

(11,075

)

(2,474

)

—

98,814

Operating expenses:

Lease operating

60,241

(5,760

)

(6,240

)

(956

)

—

47,285

Production and ad valorem taxes

17,717

(1,198

)

(1,546

)

(196

)

—

14,777

Depletion, depreciation, amortization, and asset retirement obligation accretion

80,414

—

—

—

(8,300

)

(c)

72,114

Impairment of proved oil and gas properties

628,000

—

—

—

—

628,000

General and administrative

22,170

—

—

—

—

22,170

Restricted cash awards

702

—

—

—

—

702

Total operating expenses

809,244

(6,958

)

(7,786

)

(1,152

)

(8,300

)

785,048

Income (loss) from operations

(683,098

)

(6,824

)

(3,289

)

(1,322

)

8,300

(686,233

)

Other income (expense):

Interest expense, net

(43,318

)

—

—

—

8,985

(d)

(34,333

)

Commodity derivative instruments gain (loss)

54,043

—

—

—

—

54,043

Other income (loss)

(79

)

—

—

—

—

(79

)

Total other income (expense)

10,646

—

—

—

8,985

19,631

Income (loss) before income taxes

(672,452

)

(6,824

)

(3,289

)

(1,322

)

17,285

(666,602

)

Income tax benefit (expense)

22,354

—

—

—

—

(e)

22,354

Net income (loss)

$

(650,098

)

$

(6,824

)

$

(3,289

)

$

(1,322

)

$

17,285

$

(644,248

)

Net income (loss) per common share:

Basic and diluted

$

(8.69

)

$

(8.61

)

Weighted average common shares outstanding:

Basic

74,789

74,789

Diluted

74,789

74,789

Year Ended December 31, 2014

Resolute

Gardendale (b)

PRB (b)

Permian (b)

Pro Forma Adjustments

Resolute Pro Forma

Revenue:

Oil

$

293,970

$

(38,895

)

$

(2,083

)

$

(10,689

)

$

-

$

242,303

Gas

26,254

(3,130

)

(2,054

)

(2,665

)

—

18,405

Natural gas liquids

9,147

(4,431

)

(93

)

(1,507

)

3,116

Total revenue

329,371

(46,456

)

(4,230

)

(14,861

)

—

263,824

Operating expenses:

Lease operating

112,683

(17,247

)

(2,342

)

(3,505

)

—

89,589

Production and ad valorem taxes

37,216

(3,179

)

(655

)

(1,032

)

—

32,350

Depletion, depreciation, amortization, and asset retirement obligation accretion

132,154

—

—

—

(24,600

)

(c)

107,554

Impairment of proved oil and gas properties

120,000

—

—

—

—

120,000

General and administrative

39,992

—

—

—

—

39,992

Restricted cash awards

—

—

—

—

—

Total operating expenses

442,045

(20,426

)

(2,997

)

(4,537

)

(24,600

)

389,485

Income (loss) from operations

(112,674

)

(26,030

)

(1,233

)

(10,324

)

24,600

(125,661

)

Other income (expense):

Interest expense, net

(31,489

)

—

—

—

7,435

(d)

(24,054

)

Commodity derivative instruments gain (loss)

118,141

—

—

—

—

118,141

Other income (loss)

32

—

—

—

—

32

Total other income (expense)

86,684

—

—

—

7,435

94,119

Income (loss) before income taxes

(25,990

)

(26,030

)

(1,233

)

(10,324

)

32,035

(31,542

)

Income tax benefit (expense)

4,140

9,632

457

3,820

(11,853

)

(e)

6,196

Net income (loss)

$

(21,850

)

$

(16,398

)

$

(776

)

$

(6,504

)

$

20,182

$

(25,346

)

Net income (loss) per common share:

Basic and diluted

$

(0.30

)

$

(0.34

)

Weighted average common shares

     outstanding:

Basic

73,798

73,798

Diluted

73,798

73,798

·

On December 22, 2015, Resolute Natural Resources Southwest, LLC, a Delaware limited liability company (“Resolute Southwest”), a wholly-owned subsidiary of the Company closed on a Purchase and Sale Agreement (a “PSA”) with Independence Resources Holdings, LLC, a Delaware limited liability company, to sell its Gardendale oil and gas properties in the Midland Basin in Midland and Ector counties, Texas, for net proceeds of approximately $175 million, (the “Gardendale Sale”).  The proceeds of the Gardendale Sale were used to (i) repay $95 million under the Company’s Second Amended and Restated Credit Agreement (the “Revolving Credit Facility”), representing all amounts currently outstanding under that facility, although the facility remains in place, (ii) repay $70 million to retire a portion of the amounts outstanding under the Company’s second lien term loan (the “Term Loan”), and (iii) the remaining net proceeds were retained by the Company.

·

On October 6, 2015, Resolute Wyoming, Inc., a Delaware corporation (“Resolute Wyoming”), a wholly-owned subsidiary of the Company closed on a PSA with MCL 1 Oil and Gas Wyoming LLC to sell its Hilight Field oil and gas properties in the Powder River Basin in Campbell County, Wyoming, for net proceeds of approximately $54 million (the “PRB Sale”).  The proceeds of the PRB Sale were used to repay amounts then outstanding under the Revolving Credit Facility.

·

On May 1, 2015, Resolute Southwest closed on a PSA with QStar LLC, a privately-held Delaware limited liability company, to sell certain oil and gas properties in the Midland Basin portion of the Permian Basin in Howard and Martin counties, Texas, for net proceeds of approximately $40 million (the “Permian Sale”).  The proceeds of the Permian Sale were used to repay amounts then outstanding under the Revolving Credit Facility.

a.

Represents the effect of our (i) divestiture of oil and gas properties, (ii) use of net proceeds to repay $70 million of the Term Loan and $137.6 million of borrowings under our Revolving Credit Facility, and (iii) the relief of asset retirement obligations relating to the properties divested in the Gardendale Sale and the PRB sales consummated after September 30, 2015.

b.

Represents the historical revenue and direct operating expenses of the Gardendale Sale, the PRB Sale, and the Permian Sale.

c.

Represents the decrease in depletion, depreciation, amortization and accretion expense computed on a unit of production basis following the divestiture of oil and gas properties, as if the Gardendale Sale, the PRB Sale, and the Permian Sale were consummated on January 1, 2014.

d.

Represents the net decrease in interest expense resulting from the use of net proceeds in 2015, to repay $70 million of the Term Loan and $137.6 million of borrowings under our Revolving Credit Facility and in 2014, exclusively to repay borrowings under the Revolving Credit Facility exclusively.

e.

Assumes an effective tax rate of 37% on the incremental income (loss) before income taxes for the year ended December 31, 2014. This reflects both the federal and state statutory income taxes rates which were in effect during the period presented. There is no pro forma adjustment for income taxes in the nine months ended September 30, 2015, as the Company has provided for a full valuation allowance against net deferred tax assets.