Pro Forma Consolidated Balance Sheet as of September 30, 2017

2

Pro Forma Consolidated Statement of Operations for the Nine Months Ended September 30, 2017

3

Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2016

4

Notes to Pro Forma Consolidated Financial Statements

5

September 30, 2017

Resolute

Aneth Field Pro Forma Adjustments (a)

Resolute Pro Forma

Assets

Current assets:

Cash and cash equivalents

$

888

$

19,252

(a)

$

20,140

Accounts receivable

73,830

—

73,830

Contingent payment derivative instrument

—

4,307

(a)

4,307

Commodity derivative instruments

1,653

—

1,653

Prepaid expenses and other current assets

1,911

—

1,911

Total current assets

78,282

23,559

101,841

Property and equipment, at cost:

Oil and gas properties, full cost method of accounting

Unproved

254,865

—

254,865

Proved

2,132,497

(175,745

)

(a)

1,956,752

Other property and equipment

13,271

(481

)

(b)

12,790

Accumulated depletion, depreciation and amortization

(1,709,800

)

—

(1,709,800

)

Net property and equipment

690,833

(176,226

)

514,607

Other assets:

Restricted cash

23,195

(23,195

)

(b)

—

Contingent payment derivative instrument

—

7,608

(a)

7,608

Other assets

10

2,815

(a)

2,825

Total assets

$

792,320

$

(165,439

)

$

626,881

Liabilities and Stockholders’ Deficit

Current liabilities:

Accounts payable

$

27,123

$

—

$

27,123

Accrued expenses

71,873

—

71,873

Revenue payable

33,219

—

33,219

Accrued cash-settled incentive awards

27,278

—

27,278

Accrued interest payable

18,651

—

18,651

Asset retirement obligations

1,216

(872

)

(c)

344

Commodity derivative instruments

8,177

(4,798

)

(c)

3,379

Total current liabilities

187,537

(5,670

)

181,867

Long term liabilities:

Revolving credit facility

122,185

(122,185

)

(a)

—

Senior notes

523,008

—

523,008

Asset retirement obligations

17,230

(14,921

)

(c)

2,309

Commodity derivative instruments

4,557

(2,895

)

(c)

1,662

Other long term liabilities

11,568

(10,000

)

(a)

1,568

Total liabilities

866,085

(155,671

)

710,414

Stockholders’ deficit:

Convertible preferred stock, $0.0001 par value

—

—

—

Common stock, $0.0001 par value

2

—

2

Additional paid-in capital

954,198

—

954,198

Accumulated deficit

(1,027,965

)

(9,768

)

(a)

(1,037,733

)

Total stockholders’ deficit

(73,765

)

(9,768

)

(83,533

)

Total liabilities and stockholders’ deficit

$

792,320

$

(165,439

)

$

626,881

Nine Months Ended September 30, 2017

Resolute

Aneth Field Properties (d)

Aneth Field Transaction Adjustments

Pro Forma Resolute

Revenue:

Oil

$

186,027

$

(65,600

)

$

—

$

120,427

Gas

20,978

(619

)

—

20,359

Natural gas liquids

10,799

—

—

10,799

Total revenue

217,804

(66,219

)

—

151,585

Operating expenses:

Lease operating

63,339

(35,034

)

—

28,305

Production and ad valorem taxes

21,701

(8,803

)

—

12,898

Depletion, depreciation, amortization, and asset retirement

   obligation accretion

63,889

—

(15,884

)

(e)

48,005

Impairment of proved oil and gas properties

—

—

—

—

General and administrative

29,433

—

(974

)

(f)

28,459

Cash-settled incentive awards

9,010

—

(2,073

)

(f)

6,937

Total operating expenses

187,372

(43,837

)

(18,931

)

124,604

Income from operations

30,432

(22,382

)

18,931

26,981

Other income (expense):

Interest expense, net

(35,003

)

—

2,356

(g)

(32,647

)

Commodity derivative instruments gain

4,579

—

7,693

(h)

12,272

Other income

63

—

—

63

Total other expense

(30,361

)

—

10,049

(20,312

)

Net income attributable to Resolute

71

(22,382

)

28,980

6,669

Income tax benefit

28

—

—

(i)

28

Net income attributable to Resolute

99

(22,382

)

28,980

6,697

Convertible preferred stock dividend

(3,935

)

—

—

(3,935

)

Net income (loss) available to common stockholders

$

(3,836

)

$

(22,382

)

$

28,980

$

2,762

Net income (loss) per common share:

Basic

$

(0.22

)

$

0.08

Diluted

$

(0.22

)

$

0.07

Weighted average common shares outstanding:

Basic

21,866

21,866

Diluted

21,866

22,809

Year Ended December 31, 2016

Resolute

Aneth Field Properties (d)

Aneth Field Transaction Adjustments

Pro Forma Resolute

Revenue:

Oil

$

148,336

$

(77,518

)

$

—

$

70,818

Gas

10,661

(967

)

—

9,694

Natural gas liquids

5,481

—

—

5,481

Total revenue

164,478

(78,485

)

—

85,993

Operating expenses:

Lease operating

63,699

(45,628

)

—

18,071

Production and ad valorem taxes

16,270

(9,715

)

—

6,555

Depletion, depreciation, amortization,

   and asset retirement obligation accretion

50,462

—

(25,013

)

(e)

25,449

Impairment of proved oil and gas properties

58,000

—

—

58,000

General and administrative

32,627

—

1,463

(f)

34,090

Cash-settled incentive awards

34,926

—

(6,662

)

(f)

28,264

Total operating expenses

255,984

(55,343

)

(30,212

)

170,429

Loss from operations

(91,506

)

(23,142

)

30,212

(84,436

)

Other income (expense):

Interest expense, net

(50,684

)

—

14,042

(g)

(36,642

)

Commodity derivative instruments loss

(19,784

)

—

—

(19,784

)

Other income

343

—

—

343

Total other expense

(70,125

)

—

14,042

(56,083

)

Loss before income taxes

(161,631

)

(23,142

)

44,254

(140,519

)

Income tax expense

(91

)

—

—

(i)

(91

)

Net loss available to common stockholders

(161,722

)

$

(23,142

)

$

44,254

$

(140,610

)

Net loss per common share:

Basic and diluted

$

(10.33

)

$

(8.99

)

Weighted average common shares outstanding:

Basic and diluted

15,767

15,767

a.

Represents the effect of the Aneth Disposition inclusive of the following: (i) cash proceeds of $160 million subject to customary purchase price adjustments  (represented by $150 million cash received at closing and a $10 million deposit previously reported in other long term liabilities), (ii) use of net proceeds to repay $125 million of borrowings under our Revolving Credit Facility (which results in a reclass of the associated unamortized deferred financing costs to other long-term assets), (iii) the September 30, 2017 fair value of the contingent payment derivative instrument as provided in the purchase and sale agreement and (iv) the payment of approximately $9.8 million of closing costs as part of the Aneth Disposition ($6.0 million of severance payments and $3.8 million of transaction fees).

b.

Represents the reduction of the $23.2 million restricted cash balance (represented by the $22.1 million transfer of the net restricted cash balance to Elk Petroleum Aneth LLC and the $1.1 million receipt of the refund owed to the Company for overpayments made by the Company to the Exxon escrow account relating to periods prior to the effective date of the sale) as well as certain other property and equipment transferred with the sale.

c.

Represents the relief of commodity derivative contract liabilities novated to Elk Petroleum Aneth LLC and asset retirement obligations relating to the properties divested in Aneth Field.

d.

Represents the historical revenue and direct operating expenses of the Aneth Field properties.

e.

Represents the decrease in depletion, depreciation, amortization and accretion expense as if the Aneth Disposition was consummated on January 1, 2016.

f.

Represents the increase (decrease) in general and administrative as well as cash-settled incentive award expense as if the Aneth Disposition was consummated on January 1, 2016. The closing costs of approximately $9.8 million (as discussed above) have been excluded from these adjustments as they are a non-recurring expense.

g.

Represents the decrease in interest expense resulting from the use of net proceeds to repay $128.3 million of borrowings under the Secured Term Loan Facility in 2016 and $125 million of borrowings under our Revolving Credit Facility in 2017.   

h.

Represents the mark-to-market loss associated with the contracts Resolute entered into pursuant to the terms of the Purchase and Sale Agreement related to the Aneth Disposition. These contract amounts were novated to Elk Petroleum Aneth LLC upon the closing of the transaction.

i.

There is no pro forma adjustment for income taxes in the year ended December 31, 2016 or the nine months ended September 30, 2017 as the Company has provided for a full valuation allowance against net deferred tax assets.