##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D. C.
    20549
      FORM 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,
    2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from     to   Commission File
    No. 001-34464
      RESOLUTE ENERGY
    CORPORATION
   Delaware

27-0659371(State or other Jurisdiction of
    Incorporation or Organization)

(I.R.S. Employer Identification
    Number)1675 Broadway, Suite 1950
    Denver, CO

80202(Address of Principal Executive
    Offices)

(Zip Code)   (303) 534-4600
      Title of Each Class


Name of Exchange on Which
    RegisteredCommon Stock, par value $0.0001 per share


New York Stock ExchangeWarrants, each exercisable for one share of Common Stock


New York Stock Exchange   None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large accelerated filer
    o

Accelerated
    filer oNon-accelerated filer
    þ

Smaller reporting
    company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ




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##### Table of Contents





CAUTIONARY
    NOTE REGARDING FORWARD-LOOKING STATEMENTS
  Form 10-K Form S-4, No. 333-161076). Form S-4,
  
    volatility of oil and gas prices, including reductions in prices
    that would adversely affect our revenue, income, cash flow from
    operations, liquidity and reserves;
    a continuation of, or further deterioration in, currently
    adverse conditions in global credit markets and in economic
    conditions generally;
    discovery, estimation, development and our ability to replace
    oil and gas reserves;
    our future cash flow, liquidity and financial position of the
    Company;
    the success of our business and financial strategy, hedging
    strategies and plans of the Company;
    the amount, nature and timing of our capital expenditures,
    including future development costs;
    a lack of available capital and financing;
    the effectiveness and results of our
    CO2
    flood program;
    the success of the development plan and production from our
    Aneth Field Properties;
    the timing and amount of future production of oil and gas;
    exploratory drilling in the Bakken trend of the Williston Basin;
    availability of drilling and production equipment;
    success of refracs scheduled in the Muddy formation;
    commencement of activities in the Big Horn Basin;
    inaccuracy in reserve estimates and expected production rates;
    our operating costs and other expenses;
    the success in marketing oil and gas;
    competition in the oil and gas industry;
    uninsured or underinsured losses in, or operational problems
    affecting, our operations;
    the impact and costs related to compliance with or changes in
    laws or regulations governing our oil and natural gas operations;




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##### Table of Contents




    our relationship with the Navajo Nation and Navajo Nation Oil
    and Gas, as well as the timing of when certain purchase rights
    held by Navajo Nation Oil and Gas become exercisable;
    the impact of weather and the occurrence of disasters, such as
    fires, floods and other events and natural disasters;
    environmental liabilities;
    expected increase in capacity due to additional pumps in the
    McElmo Creek pipeline;
    anticipated
    CO2
    supply to be sourced from Kinder Morgan;
    risks related to our level of indebtedness;
    developments in oil-producing and gas-producing countries;
    the success of strategic plans, expectations and objectives of
    our future operations;
    loss of senior management or technical personnel;
    acquisitions and other business opportunities (or the lack
    thereof) that may be presented to and pursued by us;
    risk factors discussed or referenced in this report; and
    other factors, many of which are beyond our control.




---



##### 



TABLE OF
    CONTENTS
   
 PART I --Item 1. and 2.


Business and Properties


1Item 1A.


Risk Factors


29Item 3.


Legal Proceedings


45Item 4.


Submission of Matters to a Vote of Security
    Holders


45PART II --Item 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


46Item 6.


Selected Financial Data


48Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


49Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


64Item 8.


Financial Statements and Supplementary Data


65Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


65Item 9A.


Controls and Procedures


65Item 9B.


Other Information


65PART III --Item 10.


Directors, Executive Officers and Corporate
    Governance


66Item 11.


Executive Compensation


73Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


83Item 13.


Certain Relationships and Related Transactions
    and Director Independence


87Item 14.


Principal Accounting Fees and Services


88PART IV --Item 15.


Exhibits, Financial Statement Schedules


89EX-3.1EX-3.2EX-10.1EX-10.13EX-10.14EX-21EX-23.1EX-23.2EX-23.3EX-23.4EX-31.1EX-31.2EX-32EX-99.1EX-99.2




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##### Table of Contents



PART I Item 1. and
    2. BUSINESS AND PROPERTIES  RESOLUTES
    BUSINESS
        2
   1




---



##### Table of Contents



PV-10 PV-10 Business and
    Properties  Estimated Net Proved Reserves
  Estimated Net Proved Reserves as of December 31, 2009


Average Net(MMBoe)


DailyProved


Proved














ProductionDeveloped


Developed


Proved Undeveloped





Total


(Boe per day)Producing


Non-Producing


CO2


Drilling


Total


Proved


(1)Aneth Field Properties


19.6



10.6



29.4



0.1



29.5



59.7



5,424Wyoming Properties


2.7



2.0















4.7



2,013Total


22.3



12.6



29.4



0.1



29.5



64.4



7,437Future operating costs ($/Boe)(2)

$
25.35


$
13.45


$
9.91


$
12.97


$
9.92


$
15.96



Future production taxes ($/Boe)(3)

$
7.65


$
7.04


$
6.31


$
7.37


$
6.31


$
6.92



Future PUD development costs (in millions)(4)









$
310.2


$
1.6


$
311.8







Future PUD development costs ($/Boe)(5)









$
10.57


$
11.17


$
10.57







     1)
    
    For the year ended
    December 31, 2009.2)
    
    Determined by dividing
    Resolutes estimated future operating costs as of
    December 31, 2009, by total estimated net proved reserves
    as of December 31, 2009, for each reserve category.3)
    
    Determined by dividing
    Resolutes estimated future production taxes as of
    December 31, 2009, by total estimated net proved reserves
    as of December 31, 2009, for each reserve category.4)
    
    Future development costs include
    costs incurred in connection with the initiation, extension and
    expansion of
    CO2
    flood projects, including
    CO2
    purchases, drilling of development wells, upgrades to field
    infrastructure, workovers of producing wells and recompletion of
    existing wells into new producing zones.5)
    
    Determined by dividing
    Resolutes estimated total future development costs related
    to reserves classified as proved undeveloped by total estimated
    net proved undeveloped reserves as of December 31, 2009.  Resolutes
    Business Strategies
  Bring Proved Developed Non-Producing and Proved Undeveloped
    Reserves into Production. 2 2 2
 2




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##### Table of Contents



Increase Production and Improve Efficiency of Operations on
    Resolutes Existing Properties. 3-D 3-D
  Pursue Acquisitions of Properties with Development
    Potential.
  Acquire and Explore Properties in Oil Prone
    Areas.
  Reduce Commodity Price Risk through
    Hedging.
  Oil Swap


Oil (NYMEX WTI)


CollarVolumes


Weighted Average


Volumes


Floor


CeilingYear

Bbl per Day


Hedge Price per Bbl


Bbl per Day


Price


Price2010


3,650


$
67.24



200


$
105.00


$
151.002011


3,250


$
68.26











2012


3,250


$
68.26











2013


2,000


$
60.47











   Gas





Basis HedgesSwap





SwapVolumes


Gas


VolumesMMBtu


(Henry Hub)


MMBtu


SwapYear

per Day


Swap Price


per Day


Price2010


3,800


$
9.69



1,800


$
2.102011


2,750


$
9.32



1,800


$
2.102012


2,100


$
7.42



1,800


$
2.102013


1,900


$
7.40



1,800


$
2.10  3




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##### Table of Contents



Competitive
    Strengths
  A High Quality Base of Long-Lived Oil Producing
    Properties.
  
    The properties are expected to have a long productive life. As
    of December 31, 2009, the proved developed producing
    reserves had a
    reserves-to-production
    ratio of approximately 10 years and the total proved
    reserves had a
    reserves-to-production
    ratio of 31 years.
    The light, sweet crude oil produced from its Aneth Field
    Properties is more attractive to refineries than the heavy or
    sour crude oil found in many areas, including the Permian Basin.  Properties with Significant Low-Risk and Low-Cost Development
    Opportunities. 2 2 2 2 2 2 2
  Operating Control Over the Resolute
    Properties.
  Experienced Management Team with Operational, Transactional
    and Financial Experience in the Energy Industry.
 4




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##### Table of Contents



Aneth
    Field
    2
    Relationship
    with the Navajo Nation
  Aneth Unit. 80-acre 40-acre 2 2 2 2
  McElmo Creek Unit. 40-acre 2 2 2
 5




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##### Table of Contents



2
  Ratherford Unit.
  Wyoming
    Properties
  non-unitized non-unitized
  160-acre 1971-1972
     6




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##### Table of Contents



Exploration
    Properties
  Big Horn Basin Properties. 50-50
  Black Warrior Basin Properties. 2-D
  Recently
    Announced Activities
  Williston Basin Properties.
  Oil Recovery
    Overview
       7




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##### Table of Contents



2
  2 2 2 2 2
  2 2 2 2 2 2
  Planned Operating
    and Development Activities
  2
  CO 2 Floods. 2 2 2
  2 2 2 2 2 2 2 2 2
  Aneth Unit. 2 2 2
  McElmo Creek Unit. 2 2 2
 8




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##### Table of Contents



2 2
  Ratherford Unit. 2
  2 2 2 2 2 2 2 2
  Estimated





Estimated





EstimatedFuture


Estimated


Future Total


Estimated


FutureCapital


Future
    CO2


Capital


Reserves


DevelopmentExpenditures


Purchases


Expenditures


(MMBoe)


Cost ($/Boe)(in millions, except as otherwise indicated)Aneth Unit  Phases 1, 2 and 3

$
8.6


$
58.6


$
67.2



10.6


$
6.34Aneth Unit  Phase 4 and Plant


84.3



108.1



192.4



16.3



11.80McElmo Creek Unit  DC IIC and Plant


50.8



67.0



117.8



13.1



8.99Total

$
143.7


$
233.7


$
377.4



40.0


$
9.44   2 2
  2 2 2 2 2 2 2
  2 make-up 2 2 2
 9




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##### Table of Contents



2 2 2 2 2
  make-up take-or-pay 2 2
  2 2
  Wyoming Properties.
  Other Planned
    Activities
  Aneth Field  Gas Processing. 2 2 2 2 2
  Black Warrior Basin Properties. and/or
 10




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##### Table of Contents



Big Horn Basin Properties. 50-50
  Williston Basin Properties.
  Estimated Net
    Proved Reserves
  Risk
    Factors  Risks Related to Resolutes Business,
    Operations and Industry Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations of Resolute
         11




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##### Table of Contents



Utah


Wyoming


TotalEstimated net proved developed reserves:Oil (MBbl)


29,851



1,044



30,895Gas (MMcf)


904



14,620



15,524NGL (MBbl)


192



1,264



1,456MBoe


30,194



4,745



34,938Estimated net proved undeveloped reserves:Oil (MBbl)


18,923



42



18,965Gas (MMcf)


22,705







22,705NGL (MBbl)


6,747







6,747MBoe


29,454



42



29,496Estimated net proved reserves:Oil (MBbl)


48,774



1,086



49,860Gas (MMcf)


23,609



14,620



38,229NGL (MBbl)


6,939



1,264



8,203Total (MBoe)


59,648



4,786



64,434Standardized measure ($ in millions)(1)(2)









$
361Discounted future income taxes










119PV-10 ($ in
    millions)(1)(3)









$
480     1)
    
    In accordance with SEC and Financial Accounting Standards Board
    (FASB) requirements, Resolutes estimated net
    proved reserves and standardized measure at December 31,
    2009, were determined utilizing prices equal to the twelve-month
    unweighted arithmetic average of first day of the month prices,
    resulting in an average NYMEX oil price of $61.18 per Bbl of oil
    and an average Henry Hub spot market gas price of $3.87 per
    MMBtu, such prices deemed to be current by the SEC
    and FASB.2)
    
    Standardized measure is the present value of estimated future
    net revenue to be generated from the production of proved
    reserves, determined in accordance with the rules and
    regulations of the SEC and FASB, less future development,
    production and income tax expenses, and discounted at 10% per
    annum to reflect the timing of future net revenue. Calculation
    of standardized measure does not give effect to derivatives
    transactions. For a description of Resolutes derivatives
    transactions, please read Managements Discussion
    and Analysis of Financial Condition and Results of Operations of
    Resolute  Quantitative and Qualitative Disclosures
    About Market Risk.3)
    
    PV-10 is a
    non-GAAP measure and incorporates all elements of the
    standardized measure, but excludes the effect of income taxes.
    Management believes that pre-tax cash flow amounts are useful
    for evaluative purposes since future income taxes, which are
    affected by a companys unique tax position and strategies,
    can make after-tax amounts less comparable.     12




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##### Table of Contents



Risk
    Factors  Risks Related to Resolutes Business,
    Operations and Industry
    Risk Factors  Risks
    Related to Resolutes Business, Operations and
    Industry Note 15 
    Supplemental Oil and Gas Information (unaudited)
      2
    SEC Case (1)


Flat Case (2)


Strip Case (3)Proved oil reserves (MMBbl)


58.1



62.8



75.5Proved gas reserves (Bcf)


38.2



43.5



44.1Proved equivalents (MMBoe)


64.4



70.1



82.8PV-10
    (millions)


$480



$885



$1,067   1)
    Represents reserves utilizing the SEC guidelines which were in
    effect at December 31, 2009. The SEC Case utilized prices
    equal to the twelve-month unweighted arithmetic average of first
    day of the month prices, resulting in an average NYMEX oil price
    of $61.18 per Bbl of oil and an average Henry Hub spot market
    gas price of $3.87 per MMBtu of gas.2)
    Represents reserves utilizing the SEC guidelines which were in
    effect at December 31, 2008. The Flat Case was based on
    prices in effect at December 31, 2009, which were a NYMEX
    oil price of $79.36 per Bbl of oil and a Henry Hub spot market
    gas price of $5.79 per MMBtu of gas.3)
    Represents reserves utilizing future strip prices at
    December 31, 2009. The Strip Case utilized prices which
    included NYMEX front-month oil prices of $82.30, $86.13, $87.99,
    and $89.53 per barrel for each of the years from 2010 through
    2013. Prices were held constant thereafter at $91.30 per barrel
    for 2014 and beyond. Similarly, gas prices used were $5.77,
    $6.31, $6.48, and $6.62 per MMBtu for the four year period, and
    $6.80 per MMBtu for 2014 and thereafter. Capital and operating
    costs were escalated by 3% per year through 2014 and held
    constant thereafter. Aneth field operating costs were allocated
    on a per-well and
    per-barrel
    cost model rather than the per-well and per-producing unit cost
    model used in the SEC and Flat cases. 13




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##### Table of Contents



Production and
    Price History
    Resolute



Predecessor ResoluteFor the 267 dayYear Ended



period endedDecember 31,



September 24,


Year Ended December 31,2009



2009


2008


2007Production Sales Data:Oil (MBbl)


543




1,444



2,049



2,127Gas and NGL (MMcfe)


958




3,400



4,645



3,800Combined volumes (Mboe)


703




2,011



2,823



2,760Daily combined volumes (Boe per day)


7,173




7,530



7,712



7,561Average Realized Prices (excluding derivative
    settlements):Oil ($/Bbl)

$
69.11



$
50.32


$
94.47


$
69.80Gas and NGL ($/Mcfe)


5.10




3.73



7.59



6.45Average Realized Prices (including derivative
    settlements):Oil ($/Bbl)

$
61.47



$
55.79


$
81.39


$
67.30Gas and NGL ($/Mcfe)


6.09




5.78



8.38



7.20Average Production Costs ($/Boe):Lease operating expense

$
23.02



$
16.84


$
20.04


$
16.76Production and ad valorem taxes


8.26




6.42



10.42



7.42   Productive
    Wells
  2
  Producing WellsArea

Gross


NetAneth Field Properties


399



262Wyoming Properties


466



420Total


865



682   Acreage
    Developed Acreage (1)Average NetArea

Gross (2)


Net (3)


Revenue Interest (4)Aneth Field Unit acreage (UT)


43,218



28,122



55.42
%Hilight Field Unit acreage (WY)


48,710



44,577



75.98
%Hilight area
    non-unit
    acreage (WY)


3,613



3,308



85.00
%Other
    non-unit
    acreage (WY and OK)


6,904



4,441



61.09
%Total


102,445



80,448   14




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##### Table of Contents



Undeveloped Acreage (5)Average NetArea

Gross (2)


Net (3)


Revenue Interest (4)Hilight area
    non-unit
    acreage (WY)


7,017



5,786



81.25
%Big Horn Basin acreage (WY)


82,133



70,811



86.00
%Black Warrior Basin acreage (AL)


47,728



39,518



82.00
%Other
    non-unit
    acreage (WY, OK and UT)


6,984



712



81.25
%Total


143,862



116,827       1)
    
    Developed acreage is acreage attributable to wells producing oil
    or gas.2)
    
    The number of gross acres is the total number of acres in which
    Resolute owns a working interest and/or unitized interest.3)
    
    Net acres are calculated as the sum of Resolutes working
    interests in gross acres.4)
    
    The net revenue interest is the percentage of total production
    to which Resolute is entitled after reductions for burdens on
    production such as royalties and overriding royalties.5)
    
    Undeveloped acreage includes leases either within their primary
    term or held by production.  Drilling
    Results
    Relationship with
    the Navajo Nation
      
    Resolute and NNOG will cooperate on the acquisition and
    subsequent development of their respective properties in Aneth
    Field.
    NNOG will assist Resolute in dealing with the Navajo Nation and
    its various agencies, and Resolute will assist NNOG in expanding
    its financial expertise and its operating capabilities. Since
    Predecessor Resolute and NNOG acquired the Aneth Field
    Properties, NNOG has helped facilitate interaction between
    Resolute and the Navajo Nation Minerals Department and other
    agencies of the Navajo Nation.
    NNOG has a right of first negotiation in the event of a proposed
    sale or change of control of Resolute or a sale by Resolute of
    all or substantially all of its Chevron Properties or ExxonMobil
    Properties. This right is separate from and in addition to the
    statutory preferential purchase right held by the Navajo Nation.   15




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##### Table of Contents



Aneth Unit


McElmo Creek Unit


Ratherford UnitChevron Properties:Option 1 (100% Payout)


5.30
%


1.50
%


0.30
%Option 2 (150% Payout)


5.30
%


1.50
%


0.30
%Option 3 (200% Payout)


5.30
%


1.50
%


0.30
%Total


15.90
%


4.50
%


0.90
%ExxonMobil Properties:Option 1 (100% Payout)


0.75
%


6.00
%


5.60
%Option 2 (150% Payout)


0.75
%


6.00
%


5.60
%Option 3 (200% Payout)


0.75
%


6.00
%


5.60
%Total


2.25
%


18.00
%


16.80
%   Marketing and
    Customers
  Aneth Field. month-to-month right-of-way rights-of-way rights-of-way.
   16




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##### Table of Contents



Wyoming.
  Hedging. Pursue Acquisitions of Properties with Low-Risk
    Development Potential, Managements Discussion and Analysis
    of Financial Condition and Results of Operations of Resolute
     Overview and  Quantitative
    and Qualitative Disclosures About Market Risk.
  Other Factors.
  Aneth Gas
    Processing Plant
  clean-up
 17




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##### Table of Contents



clean-up clean-up clean-up, clean-up clean-up clean-up 
    Environmental, Health and Safety Matters and
    Regulation  Waste Handling
  Title to
    Properties
        Competition
   18




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##### Table of Contents



Seasonality
    Environmental,
    Health and Safety Matters and Regulation
  General.
  
    require the acquisition of various permits before drilling
    commences or other operations are undertaken;
    require the installation of expensive pollution control
    equipment;
    restrict the types, quantities and concentration of various
    substances that can be released into the environment in
    connection with oil and gas drilling, production, transportation
    and processing activities;
    suspend, limit or prohibit construction, drilling and other
    activities in certain lands lying within wilderness, wetlands
    and other protected areas;
    require remedial measures to mitigate pollution from historical
    and ongoing operations, such as the closure of pits and plugging
    of abandoned wells and remediation of releases of crude oil or
    other substances; and
    require preparation of an Environmental Assessment
    and/or an
    Environmental Impact Statement.          Comprehensive Environmental Response, Compensation, and
    Liability Act.
 19




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##### Table of Contents



Waste Handling.
  clean-up Aneth Gas Processing Plant
  Air Emissions.
      Water Discharges.
 20




---



##### Table of Contents



P-20 well
  Underground Injection Control.
  Pipeline Integrity, Safety, and
    Maintenance.
 21




---



##### Table of Contents



Environmental Impact Assessments.
  Other Laws and
    Regulations
  Climate Change. 2 2 2 2 and/or Massachusetts, et al. v. EPA Massachusetts v. EPA
 22




---



##### Table of Contents



Department of Homeland Security.
  Occupational Safety and Health Act. Right-to-Know
  Laws and
    Regulations Pertaining to Oil and Gas Operations on Navajo
    Nation Lands
  General.
  The Federal Trust Responsibility. rights-of-way,
  Tribal Sovereignty and Dependent Status.
       23




---



##### Table of Contents



Federal Approvals of Certain Transactions Regarding Tribal
    Lands.
  rights-of-way rights-of-way
  Federal Management and Oversight. rights-of-way, 2
  Resources Committee of the Navajo Nation
    Council.
  Navajo Nation Minerals Department of the Division of Natural
    Resources. day-to-day
 24




---



##### Table of Contents



Taxation Within the Navajo Nation.
  
    Oil and Gas Severance Tax. Resolute pays severance
    tax to the Navajo Nation. The severance tax is payable monthly
    and is 4% of its gross proceeds from the sale of oil and gas.
    Approximately 84% of the Aneth Unit is subject to the Navajo
    Nation severance tax. The other 16% of the Aneth Unit is exempt
    because it is either located off of the reservation or it is
    incremental enhanced oil recovery production, which is not
    subject to the severance tax. Presently all of the McElmo Creek
    and Ratherford Units are subject to the severance tax.
    Possessory Interest Tax. Resolute pays a possessory
    interest tax to the Navajo Nation. The possessory interest tax
    applies to all property rights under a lease within the Navajo
    Nation boundaries, including natural resources.
    Sales Tax. Resolute pays the Navajo Nation a 4%
    sales tax in lieu of the Navajo Business Activity Tax. All goods
    and services purchased for use on the Navajo Nation reservation
    are subject to the sales tax. The sale of oil and gas is exempt
    from the sales tax.  Royalties from Production on Navajo Nation
    Lands.
  Navajo Preference in Employment Act.
  Navajo Business Opportunity Act.
  Navajo Environmental Laws.
 25




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##### Table of Contents



Thirty-Two Point Agreement.
  Moratorium on Future Oil and Gas Development Agreements and
    Exploration.
  Other Regulation
    of the Oil and Gas Industry
    Drilling and Production.
  
    the location of wells;
    the method of drilling and casing wells;
    the rates of production or allowables;
    the surface use and restoration of properties upon which wells
    are drilled;
    the plugging and abandoning of wells; and
    notice to surface owners and other third-parties. 26




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##### Table of Contents



Gas Sales and Transportation.
    point-of-sale
  Employees
    Offices
   27




---



##### Table of Contents



Available
    Information
  www.resoluteenergy.com Form 10-K, Form 10-Q, Form 8-K, 1-800-SEC-0330. www.sec.gov
 28




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##### Table of Contents



ITEM 1A.
    RISK
    FACTORS  You should consider carefully the following risk factors, as
    well as the other information set forth in this
    Form 10-K.
  Risks Related to
    Resolutes Business, Operations and Industry
  The risk factors set forth below are not the only risks that
    may affect Resolutes business. Resolutes business
    could also be affected by additional risks not currently known
    to it or that it currently deems to be immaterial. If any of the
    following risks were actually to occur, Resolutes
    business, financial condition or results of operations could be
    materially adversely affected.
  Resolutes
    oil production from its Aneth Field Properties is presently
    connected by pipeline to only one customer, and such sales are
    dependent on gathering systems and transportation facilities
    that Resolute does not control. With only one pipeline connected
    customer, when these facilities or systems are unavailable,
    Resolutes operations can be interrupted and its revenue
    reduced.
    month-to-month right-of-way rights-of-way rights-of-way. Business and
    Properties - Marketing and Customers  Aneth
    Field
     29




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##### Table of Contents



Current
    financial conditions may have effects on Resolutes
    business and financial condition that Resolute cannot
    predict.
    Inadequate
    liquidity could materially and adversely affect Resolutes
    business operations in the future.
    
    the amount of oil and gas it produces;
    the price at which it sells its oil and gas production and the
    costs it incurs to market its production;
    the effectiveness of its commodity price hedging strategy;
    the development of proved undeveloped properties and the success
    of its enhanced oil recovery activities;
    the level of its operating and general and administrative costs;
    its ability to replace produced reserves;
    prevailing economic conditions;
    government regulation and taxation;
    the level of its capital expenditures required to implement its
    development projects and make acquisitions of additional
    reserves;
    its ability to borrow under its revolving credit facility;
    its debt service requirements contained in its revolving credit
    facility or future debt agreements;
    fluctuations in its working capital needs; and
    timing and collectability of receivables. 30




---



##### Table of Contents



Resolutes
    planned operations, as well as replacement of its production and
    reserves, will require additional capital that may not be
    available.
  and/or
  2 2
  A significant part of Resolutes development plan
    involves the implementation of its
    CO2projects.
    The supply of
    CO2 and efficacy of the planned projects is uncertain, and
    other resources may not be available or may be more expensive
    than expected, which could adversely impact production, revenue
    and earnings, and may require a write-down of reserves.
  2 2
  2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2
 31




---



##### Table of Contents



2 2 Resolutes
    Business  Planned Operating and Development
    Activities 2 Resolutes Business  Planned Operating
    and Development Activities
  2 2
  2 2
  Resolute is a
    party to contracts that require it to pay for a minimum quantity
    of
    CO2.
    These contracts limit Resolutes ability to curtail costs
    if its requirements for
    CO2
    decrease.
  2 take-or-pay take-or-pay take-or-pay
  Oil and gas
    prices are volatile and change for reasons that are beyond
    Resolutes control. Decreases in the price Resolute
    receives for its oil and gas production can adversely affect its
    business, financial condition, results of operations and
    liquidity and impede its growth.
    
    domestic and foreign supply of and demand for oil and gas,
    including as a result of technological advances affecting energy
    consumption and supply;
    weather conditions;
    overall domestic and global political and economic conditions;
    actions of the Organization of Petroleum Exporting Countries and
    other state-controlled oil companies relating to oil price and
    production controls;
    the price of foreign imports;
    political and economic conditions in oil producing countries,
    including the Middle East and South America;
    technological advances affecting energy consumption; 32




---



##### Table of Contents




    variations between product prices at sales points and applicable
    index prices;
    domestic, tribal and foreign governmental regulations and
    taxation;
    the impact of energy conservation efforts;
    the capacity, cost and availability of oil and gas pipelines and
    other transportation and gathering facilities, and the proximity
    of these facilities to its wells;
    the availability of refining and processing capability;
    factors specific to the local and regional markets where
    Resolutes production occurs; and
    the price and availability of alternative fuels.      Resolutes
    estimated proved reserves are based on many assumptions that may
    turn out to be inaccurate. Any significant inaccuracies in these
    reserve estimates or underlying assumptions will materially
    affect the quantities of Resolutes proved
    reserves.
  well-by-well
  
    the assumed accuracy of field measurements and other reservoir
    data;
    assumptions regarding expected reservoir performance relative to
    historical analog reservoir performance;
    the assumed effects of regulations by governmental agencies;
    assumptions concerning future oil and gas prices; and
    assumptions concerning future operating costs, severance and
    excise taxes, development costs and workover and remedial costs.    
    the quantities of oil and gas that are ultimately recovered;
    the timing of the recovery of oil and gas reserves; 33




---



##### Table of Contents




    the production and operating costs incurred; and
    the amount and timing of future development expenditures.      The
    standardized measure of future net cash flows from
    Resolutes net proved reserves is based on many assumptions
    that may prove to be inaccurate. Any material inaccuracies in
    Resolutes reserve estimates or underlying assumptions will
    materially affect the quantities and present value of its proved
    reserves.
      Currently,
    substantially all of Resolutes oil producing properties
    are located on the Navajo Reservation, making Resolute
    vulnerable to risks associated with laws and regulations
    pertaining to the operation of oil and gas properties on Native
    American tribal lands.
     34




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##### Table of Contents



clean-up
  Resolutes
    Business  Laws and Regulations Pertaining to Oil and
    Gas Operations on Navajo Nation Lands
  NNOG has
    options to purchase a portion of Resolutes Aneth Field
    Properties.
  Resolutes Business 
    Relationship with the Navajo Nation
  The statutory
    preferential purchase right held by the Navajo Nation to acquire
    transferred Navajo Nation oil and gas leases and NNOGs
    right of first negotiation could diminish the value Resolute may
    be able to receive in a sale of its properties.
  Resolutes
    Business  Relationship with the Navajo
    Nation
  All of
    Resolutes producing properties are located in two
    geographic areas, making it vulnerable to risks associated with
    operating in only two geographic areas.
   35




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##### Table of Contents



Developing and
    producing oil and gas are costly and high-risk activities with
    many uncertainties that could adversely affect Resolutes
    financial condition or results of operations, and insurance may
    not be available or may not fully cover losses.
    
    high costs, shortages or delivery delays of rigs, equipment,
    labor or other services;
    unexpected operational events
    and/or
    conditions;
    reductions in oil or gas prices or increases in the differential
    between index oil or gas prices and prices received by Resolute;
    increases in severance taxes;
    limitations on Resolutes ability to sell its crude oil or
    gas production;
    adverse weather conditions and natural disasters;
    facility or equipment malfunctions, and equipment failures or
    accidents;
    pipe or cement failures and casing collapses;
    compliance with environmental and other governmental
    requirements;
    environmental hazards, such as leaks, oil spills, pipeline
    ruptures and discharges of toxic gases;
    lost or damaged oilfield development and service tools;
    unusual or unexpected geological formations, and pressure or
    irregularities in formations;
    fires, blowouts, surface craterings and explosions;
    shortages or delivery delays of equipment and services;
    title problems;
    objections from surface owners and nearby surface owners in the
    areas where Resolute operates; and
    uncontrollable flows of oil, gas or well fluids.     36




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##### Table of Contents



Exploration
    and development drilling may not result in commercially
    productive reserves.
    
    increases in the cost of, or shortages or delays in the
    availability of, drilling rigs and equipment;
    unexpected drilling conditions;
    title problems;
    pressure or irregularities in formations;
    equipment failures or accidents;
    adverse weather conditions; and
    compliance with environmental and other governmental
    requirements.  If Resolute
    does not make acquisitions of reserves on economically
    acceptable terms, Resolutes future growth and ability to
    maintain production will be limited to only the growth it
    intends to achieve through the development of its proved
    developed non-producing and proved undeveloped
    reserves.
      
    unable to identify attractive acquisition candidates or
    negotiate acceptable purchase contracts with the seller;
    unable to obtain financing for these acquisitions on
    economically acceptable terms; or
    outbid by competitors. 37




---



##### Table of Contents



Any
    acquisitions Resolute completes are subject to substantial risks
    that could negatively affect its financial condition and results
    of operations.
    
    the validity of Resolutes assumptions about the acquired
    properties or companys reserves, future production, the
    future prices of oil and gas, infrastructure requirements,
    environmental and other liabilities, revenue and costs;
    an inability to integrate successfully the properties and
    businesses Resolute acquires;
    a decrease in Resolutes liquidity to the extent it uses a
    significant portion of its available cash or borrowing capacity
    to finance acquisitions or operations of the acquired properties;
    a significant increase in its interest expense or financial
    leverage if Resolute incurs debt to finance acquisitions or
    operations of the acquired properties;
    the assumption of unknown liabilities, losses or costs for which
    Resolute is not indemnified or for which Resolutes
    indemnity is inadequate;
    the diversion of managements attention from other business
    concerns;
    an inability to hire, train or retain qualified personnel to
    manage and operate Resolutes growing business and assets;
    unforeseen difficulties encountered in operating in new
    geographic areas; and
    customer or key employee losses at the acquired businesses.      Resolutes
    future debt levels may limit its flexibility to obtain
    additional financing and pursue other business
    opportunities.
    
    Resolutes ability to obtain additional financing, if
    necessary, for working capital, capital expenditures,
    acquisitions or other purposes may be impaired or such financing
    may not be available on favorable terms;
    covenants contained in Resolutes existing and future
    credit and debt arrangements will require it to meet financial
    tests that may affect its flexibility in planning for and
    reacting to changes in its business, including possible
    acquisition opportunities; 38




---



##### Table of Contents




    Resolute will need a substantial portion of its cash flow to
    make principal and interest payments on its indebtedness,
    reducing the funds that would otherwise be available for
    operations and future business opportunities; and
    Resolutes debt level will make it more vulnerable than its
    competitors with less debt to competitive pressures or a
    downturn in its business or the economy generally.  and/or
  Resolutes
    revolving credit facility has substantial financial and
    operating covenants that restrict Resolutes business and
    financing activities and prohibit Resolute from paying
    dividends. Future borrowing agreements would likely include
    similar restrictions.
    
    incur indebtedness;
    grant liens;
    make acquisitions and investments;
    lease equipment;
    redeem or prepay other debt;
    pay dividends to shareholders or repurchase shares;
    enter into transactions with affiliates; and
    enter into a merger, consolidation or sale of assets.      Shortages of
    qualified personnel or field equipment and services could affect
    Resolutes ability to execute its plans on a timely basis,
    reduce its cash flow and adversely affect its results of
    operations.
   39




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##### Table of Contents



Resolutes
    hedging activities could reduce its net income, which could
    reduce the price at which the Companys stock may
    trade.
  mark-to-market
  Managements Discussion
    and Analysis of Financial Condition and Results of Operations of
    Resolute  How Resolute Evaluates Its
    Operations  Production Levels, Trends and
    Prices Managements Discussion and
    Analysis of Financial Condition and Results of
    Resolute  Quantitative and Qualitative Disclosures
    About Market Risk
  Oil(NYMEXWTI)Oil


Weighted


CollarSwap


Average


VolumesVolumes


Hedge Price


Bbl per


Floor


CeilingYear

Bbl per Day


per Bbl


Day


Price


Price2010


3,650


$
67.24



200


$
105.00


$
151.002011


3,250


$
68.26











2012


3,250


$
68.26











2013


2,000


$
60.47











   Basic HedgesGas Swap





SwapVolumes


Gas (Henry


VolumesMMBtu per


Hub) Swap


MMBtu per


SwapYear

day


Price


Day


Price2010


3,800


$
9.69



1,800


$
2.102011


2,750


$
9.32



1,800


$
2.102012


2,100


$
7.42



1,800


$
2.102013


1,900


$
7.40



1,800


$
2.10    40




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##### Table of Contents



The
    effectiveness of hedging transactions to protect Resolute from
    future oil price declines will be dependent upon oil prices at
    the time it enters into future hedging transactions as well as
    its future levels of hedging, and as a result its future net
    cash flow may be more sensitive to commodity price
    changes.
    The nature of
    Resolutes assets exposes it to significant costs and
    liabilities with respect to environmental and operational safety
    matters. Resolute is responsible for costs associated with the
    removal and remediation of the decommissioned Aneth Gas
    Processing Plant.
    clean-up clean-up clean-up
  clean-up
 41




---



##### Table of Contents



clean-up, clean-up clean-up Resolutes Business  Aneth Gas
    Processing Plant
  Resolutes Business 
    Environmental, Health and Safety Matters and
    Regulation
  Resolute may
    be unable to compete effectively with larger companies, which
    may adversely affect its operations and ability to generate and
    maintain sufficient revenue.
    Resolute is
    subject to complex federal, state, tribal, local and other laws
    and regulations that could adversely affect the cost, manner or
    feasibility of doing business.
   42




---



##### Table of Contents



and/or 2 Resolutes Business 
    Environmental, Health and Safety Matters and
    Regulation Resolutes
    Business  Other Regulation of the Oil and Gas
    Industry
  Possible
    regulation related to global warming and climate change could
    have an adverse effect on Resolutes operations and demand
    for oil and gas.
  2 Massachusetts, et al. v. EPA
  Resolute
    depends on a limited number of key personnel who would be
    difficult to replace.
    Terrorist
    attacks aimed at Resolutes facilities or operations could
    adversely affect its business.
    Work stoppages
    or other labor issues at Resolutes facilities could
    adversely affect its business, financial position, results of
    operations, or cash flows.
   43




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##### Table of Contents



Resolute may
    be required to write down the carrying value of its properties
    in the future.
            Compliance
    with the Sarbanes-Oxley Act of 2002 and other obligations of
    being a public company will require substantial financial and
    management resources.
  and/or
 44




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##### Table of Contents



ITEM 3.
    LEGAL
    PROCEEDINGS  Legal
    Proceedings
      ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   45




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##### Table of Contents



PART II ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Price Range of
    Common Stock and Number of Holders
      2009Period

High


Low3rd Quarter

$
10.60


$
9.724th Quarter

$
11.79


$
10.12         2009Period

High


Low3rd Quarter

$
1.65


$
1.004th Quarter

$
2.38


$
1.40   Unregistered
    Sales of Equity Securities
    Dividend
    Policy
    Comparison of
    Cumulative Return
   46




---



##### Table of Contents



COMPARISON OF
    CUMULATIVE TOTAL RETURN
    AMONG RESOLUTE ENERGY CORPORATION, THE RUSSELL 2000 INDEX,
    AND THE S&P 500 ENERGY INDEX
  
 47




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA  Item 7
    Managements Discussion and Analysis of Financial Condition
    and Results of Operations Form 10-K.
  Year Ended December 31,2009


2008


2007(in thousands, except per share data)Statement of Operation Data:Revenue

$
42,416


$



$
Operating expenses


(57,361
)


(1,560
)


(1,036
)Loss from operations


(14,945
)


(1,560
)


(1,036
)Other (expense) income


(50,185
)


7,601



5,154(Loss) income before taxes


(65,130
)


6,041



4,118Income tax benefit (expense)


19,887



(2,054
)


(1,401
)Net (loss) income


(45,243
)


3,987



2,717Basic and diluted (loss) earnings per share:Common stock, subject to redemption

$
(0.16
)

$
0.09


$
0.06Common stock

$
(0.93
)

$
0.06


$
0.09Weighted average shares outstanding:Common stock, subject to redemption


12,114



16,560



16,560Common stock


46,394



45,105



18,587Selected Cash Flow Data:Net cash (used in) provided by operating activities

$
(12,164
)

$
3,031


$
5,164Net cash provided by (used in) investing activities


209,987



(2,264
)


(541,302
)Net cash (used in) provided by financing activities


(198,187
)






536,190   As of December 31,2009


2008


2007(In thousands)Balance Sheet Data:Total assets

$
693,440


$
544,797


$
541,842Long term debt


109,575







Total liabilities


299,903



19,291



20,322Shareholders equity


393,537



362,199



359,702  48




---



##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS    RESOLUTE
    ENERGY CORPORATION
    Overview
        The
    Resolute Transaction
   49




---



##### Table of Contents



How
    Resolute Evaluates Its Operations
    Production Levels, Trends and Prices.
 50




---



##### Table of Contents



Reserve and Production Volumes and Trends.
  2 2 2
  Operating Expenses.
 51




---



##### Table of Contents



General and Administrative Expenses.
  Operating Cash Flow.
  EBITDA.
    
    the ability of Resolutes assets to generate cash
    sufficient to pay interest costs;
    the financial metrics that support Resolutes indebtedness;
    Resolutes ability to finance capital expenditures;
    financial performance of the assets without regard to financing
    methods, capital structure or historical cost basis;
    Resolutes operating performance and return on capital as
    compared to those of other companies in the exploration and
    production industry, without regard to financing methods or
    capital structure; and
    the viability of acquisitions and capital expenditure projects
    and the overall rates of return on alternative investment
    opportunities.   52




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##### Table of Contents



Factors
    That Significantly Affect Resolutes Financial
    Results
      Results of
    Operations
        Year EndedDecember 31, 2009Net Sales:Total sales (Boe)


702,849Average daily sales (Boe/d)


7,172Average Sales Prices ($/Boe):Average sales price (excluding derivative settlements)

$
60.35Average sales price (including derivative settlements)

$
55.80Expense per Boe:Lease operating expenses

$
31.29General and administrative expenses

$
33.90Depletion, depreciation, amortization and accretion

$
16.42  53




---



##### Table of Contents



Form 10-K
  Unaudited Pro
    Forma Results of Operations
  Form 10-K.
         54




---



##### Table of Contents



Liquidity
    and Capital Resources
      and/or
      Revolving
    Credit Facility
   55




---



##### Table of Contents



Off Balance
    Sheet Arrangements
    Contractual
    Obligations
    Payments Due By Year(in thousands)After2010


2011


2012


2013


2014


2014


Total (5)Long-term debt (1)

$



$
109,575


$



$



$



$



$
109,575Office and equipment leases


460



399



















859Operating equipment leases (2)


2,747



2,747



2,747



2,747



2,747



5,769



19,504ExxonMobil escrow agreement (3)


1,800



1,800



1,800



1,800



1,800



17,900



26,900CO2
    purchases (4)


17,689



14,665



11,477



11,088



4,924



5,443



65,286Total

$
22,696


$
129,186


$
16,024


$
15,635


$
9,471


$
29,112


$
222,124    1)
    
    Included in long-term debt is the outstanding principal amount
    under Resolutes Credit Facility. This table does not
    include future commitment fees, interest expense or other fees
    because the Credit Facility is floating rate instrument, and the
    Company cannot determine with accuracy the timing of future loan
    advances, repayments or future interest rates to be charged.

2)
    
    Operating equipment leases consist of compressors and other oil
    and gas field equipment used in the
    CO2
    project.

3)
    
    Under the terms of Resolutes purchase agreement with
    ExxonMobil, Resolute is obligated to make annual deposits into
    an escrow account that will be used to fund plugging and
    abandonment liabilities associated with the ExxonMobil
    Properties. 56




---



##### Table of Contents



4)
    
    Represents the minimum
    take-or-pay
    quantities associated with Resolutes existing
    CO2
    purchase contracts. For purposes of calculating the future
    purchase obligation under these contracts, Resolute has assumed
    the purchase price over the term of the contracts was the price
    in effect as of December 31, 2009.

5)
    
    Total contractually obligated payment commitments do not include
    the anticipated settlement of derivative contracts, obligations
    to taxing authorities or amounts relating to our asset
    retirement obligations, which include plugging and abandonment
    obligations, due to the uncertainty surrounding the ultimate
    settlement amounts and timing of these obligations.
    Resolutes total asset retirement obligations were
    $9.2 million at December 31, 2009.  Critical
    Accounting Policies
    Oil and Gas Properties.
  2 2 2 2
  2
     57




---



##### Table of Contents



unit-of-production 2
  Oil and Gas Reserve Quantities.
  Derivative Instruments and Hedging
    Activities.
  Derivatives and Hedging
 58




---



##### Table of Contents



Asset Retirement Obligations. units-of-production
    Equity-Based Compensation.
  Income taxes.
  Accounting
    Standards Update
    Business Combinations,
   59




---



##### Table of Contents




    The price used in calculating reserves changed from a
    single-day
    closing price measured on the last day of the Companys
    fiscal year to a
    12-month
    average first of the month price for the previous twelve months
    as of the balance sheet date. This average price was utilized in
    the Companys depletion and ceiling test calculations.
    The notes to the consolidated financial statements include
    additional financial reporting disclosures. 60




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##### Table of Contents



PREDECESSOR
    RESOLUTE
  period-to-period
  Period Ended
    September 24, 2009, Compared to the Year Ended
    December 31, 2008
    Revenue.
  PercentageIncrease2009


2008


(Decrease)Net Sales:Total sales (MBoe)


2,011



2,823



(28.8
)%Average daily sales (Boe/d)


7,530



7,712



(2.4
)%Average Sales Prices ($/Boe):Average sales price (excluding derivative settlements)

$
42.45


$
81.19



(47.7
)%Average sales price (including derivative settlements)

$
48.31


$
69.60



(30.6
)%   2
  Operating Expenses.
      PercentageIncrease2009

2008

(Decrease)Lease operating expenses per Boe

$
23.26


$
30.46



(23.6
)%      61




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##### Table of Contents



PercentageIncrease2009

2008

(Decrease)General and administrative expenses per Boe

$
4.02


$
7.16



(43.9
)%     Other Income (Expense). mark-to-market
    Income Tax Benefit (Expense).
  Year Ended
    December 31, 2008, Compared to the Year Ended
    December 31, 2007
  Revenue.
  PercentageIncrease2008


2007


(Decrease)Net Sales:Total sales (MBoe)


2,823



2,760



2.3
%Average daily sales (Boe/d)


7,712



7,561



2.0
%Average Sales Prices ($/Boe):Average sales price (including derivative settlements)

$
69.60


$
61.09



13.9
%Average sales price (excluding derivative settlements)

$
81.19


$
62.81



29.3
%   day-to-day
 62




---



##### Table of Contents



Lease Operating Expenses.
  PercentageWtd. Avg $/Boe

Increase2008

2007

(Decrease)Lease operating expenses per Boe

$
30.46


$
24.18



26.0
%   General and Administrative Expenses.
  PercentageWtd. Avg $/Boe

Increase2008

2007

(Decrease)General and administrative expenses per Boe

$
7.16


$
14.59



(50.9
)%   Impairment of Proved Properties.
  Depletion, Depreciation and Amortization
    Expenses.
  Other Income (Expense). mark-to-market
   63




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##### Table of Contents



ITEM 7A.
    QUANTITIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Commodity
    Price Risk and Hedging Arrangements
            Oil (NYMEX WTI)





Gas (NYMEX HH)Weighted Average





Weighted AverageYear

Bbl per Day


Hedge Price per Bbl


MMBtu per Day


Hedge Price per MMBtu2010


3,650


$
67.24



3,800


$
9.692011


3,250


$
68.26



2,750


$
9.322012


3,250


$
68.26



2,100


$
7.422013


2,000


$
60.47



1,900


$
7.40     Weighted AverageHedged PriceYear

Index

MMBtu per Day

Differential per MMBtu2010  2013


Rocky Mountain NWPL



1,800


$
2.10     Oil (NYMEX WTI)Weighted AverageYear

Bbl per Day

Hedge Price per Bbl2010


200


$
105.00-151.00   Interest Rate
    Risk
   64




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##### Table of Contents



Credit Risk
    and Contingent Features in Derivative Instruments
    ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA    ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Rule 13a-14
  
    our disclosure controls and procedures were effective to ensure
    that information required to be disclosed by us in the reports
    we file or submit under the Securities Exchange Act of 1934 was
    accumulated and communicated to our management, including our
    Chief Executive Officer and Chief Financial Officer, as
    appropriate to allow timely decisions regarding required
    disclosure.
    our disclosure controls and procedures were effective to ensure
    that information required to be disclosed by us in the reports
    we file or submit under the Securities Exchange Act of 1934 is
    recorded, processed, summarized and reported within the time
    periods specified in the SECs rules and forms.  Internal Control
    Over Financial Reporting
    Form 10-K
  ITEM 9B.
    OTHER
    INFORMATION   65




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PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERANCE  Directors
    Current Term toName

Age

Position

Director Since

ExpireNicholas J. Sutton


65


Chief Executive Officer and Director


2009



2012James M. Piccone


59


President, General Counsel, Secretary
    and Director


2009



2011Richard L. Covington


52


Director


2009



2011William H. Cunningham


66


Director


2009



2010James E. Duffy


59


Director


2009



2010Kenneth A. Hersh


47


Director


2009



2012Thomas O. Hicks, Jr.


32


Director


2009



2012William J. Quinn


39


Director


2009



2010Robert M. Swartz


57


Director


2009



2011   Nicholas J. Sutton
  James M. Piccone
  Richard L. Covington
 66




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##### Table of Contents



William H. Cunningham e-learning
  James E. Duffy
  Kenneth A. Hersh
 67




---



##### Table of Contents



Thomas O. Hicks, Jr.
  William J. Quinn
  Robert M. Swartz
 68




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##### Table of Contents



Current Executive
    Officers
    Name

Age

PositionNicholas J. Sutton


65


Chief Executive Officer and DirectorJames M. Piccone


59


President, General Counsel, Secretary and 
    DirectorRichard F. Betz


48


Senior Vice President, Strategy and
    PlanningDale E. Cantwell


54


Senior Vice President, OperationsTheodore Gazulis


55


Senior Vice President and Chief Financial
    OfficerJanet W. Pasque


52


Senior Vice President, Land and Business
    Development   Nicholas J. Sutton  Directors
  James M. Piccone  Directors
  Richard F. Betz
  Dale E. Cantwell
  Theodore Gazulis
  Janet W. Pasque
 69




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##### Table of Contents



Family
    Relationships
    The Company Board
    of Directors and Committees
  Director
    Independence
    General
    
    Corporate Governance Guidelines to implement certain policies
    regarding the governance of the Company;
    a Code of Business Conduct and Ethics to provide guidance to
    directors, officers and employees with regard to certain ethical
    and compliance issues;
    Charters of the Audit Committee, the Compensation Committee and
    the Corporate Governance/Nominating Committee of the Board of
    Directors;
    an Insider Trading Policy to facilitate compliance with insider
    trading regulations;
    an Audit Committee Whistleblower Policy to allow directors,
    officers and employees (i) to make confidential anonymous
    submissions regarding concerns with respect to accounting or
    auditing matters and (ii) provides for the receipt of
    complaints regarding accounting, internal controls or
    auditing; and
    a Stockholder and Interested Parties Communication Policy
    pursuant to which holders of our securities and other interested
    parties can communicate with the Board of Directors, Board
    Committees
    and/or
    individual directors.  www.resoluteenergy.com
 70




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##### Table of Contents



Non-Management
    Sessions
    Audit
    Committee
  Regulation S-K Rule 10A-3,
  Corporate
    Governance/Nominating Committee
    
    have displayed the highest personal and professional ethics,
    integrity and values and sound business judgment;
    be highly accomplished in his or her field, with superior
    credentials and recognition and broad experience at the
    administrative or policy-making level in business, government,
    education, technology or public interest;
    have relevant expertise and experience and be able to offer
    guidance and advice to the chief executive officer based on that
    expertise and experience;
    with respect to a majority of directors, be independent and able
    to represent all stockholders and be committed to enhancing long
    term stockholder value; and
    have sufficient time available to devote to the activities of
    the Board of Directors and to enhance his or her knowledge of
    the Companys business.    Section 16(a)
    Beneficial Ownership Reporting Compliance
   71




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##### Table of Contents



Code of
    Ethics
  www.resoluteenergy.com
  Communications
    with the Board
  c/o Resolute
  and/or e-mail
 72




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##### Table of Contents



ITEM 11.
    EXECUTIVE
    COMPENSATION  Summary
    Compensation Table
    Change inPension ValueandNonqualifiedNon-Equity

DeferredStock

Option

Incentive Plan

Compensation

All OtherName and



Salary

Bonus

Awards

Awards

Compensation

Earnings

Compensation

TotalPrincipal Position

Year

($)

($)

($)

($)

($)

($)

($)

($)Nicholas J.
    Sutton(1)(2)(5)


2009


$
191,827


$
138,111
(3)


















14,700
(4)

$
344,638Chief Executive OfficerJames M.
    Piccone(1)(2)(5)


2009


$
102,308


$
100,611
(3)


















15,508
(4)

$
218,427President, General CounselTheodore
    Gazulis(1)(2)


2009


$
88,846


$
88,111
(3)


















14,700
(4)

$
191,657Chief Financial Officer 
    and Senior Vice
    PresidentRichard F.
    Betz(1)(2)


2009


$
88,846


$
75,000






















$
163,846Senior Vice President,
    Strategy and PlanningDale E.
    Cantwell(1)(2)


2009


$
88,846


$
88,111
(3)


















15,508
(4)

$
192,465Senior Vice President, 
    OperationsJanet W.
    Pasque(1)(2)


2009


$
88,846


$
88,111
(3)


















15,508
(4)

$
192,465Senior Vice President,
    Land and Business     1)
    
    Each of the executive officers assumed such position with the
    Company upon completion of the Resolute Transaction on
    September 25, 2009, at which time the Company became a
    reporting company pursuant to the Securities Exchange Act of
    1934. Prior to that time, each executive officer was employed by
    Predecessor Resolute, and, in that capacity, received the
    following salary and other compensation for the period from
    January 1, 2009 through September 24, 2009 (no other
    compensation was paid during that period):  Salary and Other



All OtherCompensation

Salary

CompensationNicholas J. Sutton

$
71,346



James M. Piccone

$
120,481



$2,201(4)Theodore Gazulis

$
120,481



Richard E. Betz

$
120,481



Dale E. Cantwell

$
120,481



$2,201(4)Janet W. Pasque

$
120,481



$2,201(4)   2)
    
    Each of the executive officers is also an officer of Holdings,
    and has received equity and other compensation in such capacity.
    Such compensation is not included in the above table.

3)
    
    $13,111 of the bonus relates to matching 401(k) contributions
    that would have been made in 2009 in respect of
    2008 employee contributions in accordance with policies of
    Predecessor Resolute. Because Predecessor Resolute had suspended
    its matching contributions in 2009, Resolute determined to pay
    the amount of such matching contributions in the form of a cash
    payment.

4)
    
    Consists of (i) contributions pursuant to the
    Companys 401(k) plan to match employee contributions made
    in 2009 and (ii) the value of parking paid for by the
    Company. The 401(k) matching contribution was paid in 2010, but
    accrued on the Companys financial statements in 2009.

5)
    
    Mr. Sutton and Mr. Piccone are also directors of the
    Company but received no compensation for their services as
    directors. 73




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##### Table of Contents



2009 Grants of
    Plan-Based Awards
    Outstanding
    Equity Awards at Fiscal Year End
    Option Exercises
    and Stock Vested in 2009
    2009 Pension
    Benefits
    2009 Nonqualified
    Deferred Compensation Plans
    Potential
    Payments Upon Termination or Change of Control of
    Resolute
    Compensation
    Discussion and Analysis of the Company
    Overview of the Companys Compensation
    Program.
  Compensation Philosophy and Objectives.
 74




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##### Table of Contents




    to attract, retain and motivate highly qualified and experienced
    individuals;
    to provide financial incentives, through an appropriate mix of
    fixed and variable pay components, to achieve the
    organizations key financial and operational objectives;
    to ensure that a portion of total compensation is at
    risk in the form of equity compensation; and
    to offer competitive compensation packages that are consistent
    with the Companys core values, including the balance of
    fairness to the individual and the organization, and the demand
    for commitment and dedication in the performance of the job.  Setting the Companys Executive
    Compensation.
      Executive Compensation Components.
  
    base salary;
    cash bonus;
    long-term incentive compensation; and
    401(k) and other benefits. 75




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##### Table of Contents



Relative Size of Major Compensation Elements.
    Timing of Compensation Decisions.
    Event

TimingBase salary review and recommendation.

First quarter of the fiscal year for base salary for the current
    year.Executive performance evaluation and corresponding compensation
    recommendations.

Results approved in February of each fiscal year for annual cash
    bonus with respect to prior year.Earned incentive compensation paid in March.Granting of long term incentives to executives.

No set period.External consultants analyses provided to the compensation
    committee evaluating executive compensation.

No set period.Establish executive officer performance objective(s).

February of each fiscal year for the current year.   Base Salary. start-up
   76




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##### Table of Contents



Cash Bonus.
    Employment Agreements.
  Retirement and Other Benefit Plans.
  Long-Term Incentive Compensation.
  Other Benefits Plans.
  Compensation
    Programs and Potential of Risks 
   77




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##### Table of Contents



Director Summary
    Compensation Table
    Change inPension ValueFees











andEarned








Non-Equity


Nonqualifiedor Paid in


Stock


Option


Incentive Plan


Deferred


All OtherCash


Awards


Awards


Compensation


Compensation


Compensation


TotalName

($)


($)


($)


($)


Earnings


($)


($)Kenneth A. Hersh


14,144























14,144Richard L. Covington


14,144























14,144William J. Quinn


14,144























14,144William H. Cunningham


14,144























14,144Robert M. Swartz


14,144























14,144James E. Duffy


14,144























14,144Thomas O. Hicks, Jr.


14,144























14,144     Security Ownership of Certain Beneficial Owners and
    Management
  out-of-pocket
  Compensation
    Committee Report
  Form 10-K
        78




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##### Table of Contents



2009 INCENTIVE
    PERFORMANCE PLAN
    Purpose.
  Administration. Rule 16b-3
    
    to select participants and determine the type(s) of award(s)
    that they are to receive;
    to determine the number of shares that are to be subject to
    awards and the terms and conditions of awards, including the
    price (if any) to be paid for the shares or the award;
    to cancel, modify, or waive the Companys rights with
    respect to, or modify, discontinue, suspend, or terminate any or
    all outstanding awards, subject to any required consents;
    to accelerate or extend the vesting or exercisability or extend
    the term of any or all outstanding awards subject to any
    required consent;
    subject to the other provisions of the Incentive Plan, to make
    certain adjustments to an outstanding award and to authorize the
    conversion, succession or substitution of an award;
    to allow the purchase price of an award or shares of Company
    common stock to be paid in the form of cash, check, or
    electronic funds transfer, by the delivery of already-owned
    shares of Company common stock or by a reduction of the number
    of shares deliverable pursuant to the award, by services
    rendered by the recipient of the award, by notice of third party
    payment or by cashless exercise, on such terms as the
    Administrator may authorize, or any other form permitted by law.  Eligibility.
  Authorized Shares.
 79




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##### Table of Contents



No Repricing.
  Types of Awards.
  Stock Options.
  Stock Appreciation Rights.
  Restricted Stock.
  Restricted Stock Units.
  Cash Awards.
  Other Awards.
  Performance-Based Awards.
   80




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##### Table of Contents



and/or
    Acceleration of Awards; Possible Early Termination of
    Awards.
  Transfer Restrictions.
  Adjustments.
  No Limit on Other Authority.
  Termination of, or Changes to, the Incentive
    Plan.
 81




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##### Table of Contents



Awards Under the Incentive Plan.
  Securities
    Authorized for Issuance Under Equity Compensation
    Plans
    Number of securities


Weighted-average


Number of securitiesto be issued upon


exercise price of


remaining available forexercise of


outstanding


future issuance underoutstanding options,


options, warrants


equity compensationPlan Category

warrants and rights


and rights


plansEquity compensation plans approved by security holders


0


$
0.00



2,657,744
(1)Equity compensation plans not approved by security holders










Total


0


$
0.00



2,657,744     1)
    
    Awards under the 2009 Performance Incentive Plan may be made in
    the form of options, restricted stock, restricted stock units or
    stock appreciation rights. At December 31, 2009, no awards
    of any form had been granted.  Compensation
    Committee Interlocks and Insider Participation
    Confidentiality
    and Non-Competition Agreements
     82




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##### Table of Contents



ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Security
    Ownership of Certain Beneficial Owners and Management
  c/o Resolute
    83




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##### Table of Contents



Amount and Nature ofName
    and Address of Beneficial Owner

Beneficial Ownership
    (1)

Percent of ClassSPO Advisory Corp.


18,421,059


(2)


29.9
%591 Redwood Highway, Suite 3215
    Mill Valley, CA 94941Pine River Capital Management L.P.


4,542,222


(3)


8.5
%601 Carlson Parkway, Suite 330 
    Minnetonka, MN 55305Thomas O. Hicks


10,036,923


(4)


17.4
%100 Crescent Court, Suite 1200
    Dallas, Texas 75201Advisory Research Energy Fund, L.P.


3,766,466


(5)


6.8
%180 North Stetson St., Suite 5500
    Chicago, IL 60601Advisory Research Inc.


8,021,250


(6)


14.4
%180 North Stetson St., Suite 5500 
    Chicago, IL 60601Natural Gas Partners VII, L.P.


10,284,318


(7)(8)(9)


18.5
%125 E. John Carpenter Fwy., Suite 600
    Irving, TX 75062Resolute Holdings LLC


3,718,433


(7)(9)


6.7
%Kenneth A. Hersh


10,284,318


(7)(8)(11)


18.5
%Janet W. Pasque


243,233


(10)


*William J. Quinn


0


(11)


*James M. Piccone


266,243





*James E. Duffy


1,373


(12)


*Richard L. Covington


0


(11)


*Theodore Gazulis


266,242


(13)


*Thomas O. Hicks, Jr.


33,698


(12)(14)


*Robert M. Swartz


141,448


(12)(15)


*Dale E. Cantwell


254,738





*Richard F. Betz


266,243


(16)


*Nicholas J. Sutton


616,818





1.2
%William H. Cunningham


33,698


(12)(17)


*All directors and executive officers as a group (13 persons)


12,408,052


(7)(8)(18)


22.4
%  84




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85




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86




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##### Table of Contents



ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE    The
    Companys Review, Approval or Ratification of Transactions
    with Related Parties
   87




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##### Table of Contents



ITEM 14.
    PRINCIPAL
    ACCOUNTING FEE AND SERVICES  Form S-4 Form 10-K
   88




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##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES        ExhibitNumber

Description of Exhibits2
.1

Purchase and IPO Reorganization Agreement, dated as of
    August 2, 2009, among Hicks Acquisition Company I,
    Inc., Resolute Energy Corporation, Resolute Subsidiary
    Corporation., Resolute Holdings, LLC, Resolute Holdings Sub,
    LLC, Resolute Aneth, LLC and HH-HACI, L.P., (incorporated by
    reference to Annex Ato the Registration Statement
    on
    Form S-4
    filed with the SEC on August 6, 2009 (File. No
    33-161076)(Initial
    S-4).2
.2

Letter Agreement amending Purchase and IPO Reorganization
    Agreement, dated as of September 9, 2009, among Hicks
    Acquisition Company I, Inc., Resolute Energy Corporation,
    Resolute Subsidiary Corporation., Resolute Holdings, LLC,
    Resolute Holdings Sub, LLC, Resolute Aneth, LLC and HH-HACI,
    L.P., (incorporated by reference to Annex Ato the
    Initial S-4.2
.3

Purchase and Sale Agreement between Exxon Mobil Corporation,
    ExxonMobil Oil Corporation, Mobil Exploration and Producing
    North America Inc., Mobil Producing Texas & New Mexico
    Inc. and Mobil Exploration & Producing U.S. Inc. and
    Resolute Aneth, LLC  75% and Navajo Nation Oil and
    Gas Company  25% dated January 1, 2005.
    (incorporated by reference to Exhibit 2.2 to the Initial
    S-4)2
.4

Asset Sale Agreement Aneth Unit, Rutherford Unit and McElmo
    Creek Unit, San Juan County, Utah between Chevron U.S.A.
    Inc. (as seller) and Resolute Natural Resources Company and
    Navajo Nation Oil and Gas Company, Inc. (as buyer) dated
    October 22, 2004. (incorporated by reference to
    Exhibit 2.3 to the Initial
    S-4)2
.5

Stock Purchase Agreement dated June 24, 2008, between
    Primary Natural Resources, Inc. (as seller) and Resolute
    Acquisition Company, LLC (as buyer). (incorporated by reference
    to Exhibit 2.4 to the Initial
    S-4)3
.1

Amended and Restated Certificate of Incorporation of Resolute
    Energy Corporation, filed September 25, 20093
.2

Amended and Restated Bylaws of Resolute Energy Corporation4
.1

Warrant Agreement between Resolute Energy Corporation and
    Continental Stock Transfer and Trust Company dated
    September 25, 2009 (incorporated by reference as
    Annex Dto the Initial
    S-4)4
.2

Registration Rights Agreement dated September 25, 2009,
    among Resolute Energy Corporation and certain holders.
    (incorporated by reference as Exhibit 4.4 to Amendment
    No. 2 to the Initial
    S-4 filed on
    September 8, 2009)10
.1

Second Amended and Restated Credit Agreement dated
    March 30, 2010, between Resolute Energy Corporation as
    Borrower and certain of its Subsidiaries as Guarantors, Wells
    Fargo Bank, National Association, as Administrative Agent, Bank
    of Montreal as Syndication Agent, Deutsche Bank Securities Inc.,
    UBS Securities LLC and Union Bank, N.A. as Co-Documentation
    Agents, and The Lenders Party Hereto, Wells Fargo Securities,
    LLC and BMO Capital Markets as Joint Bookrunners and Joint Lead
    Arrangers10
.2#

2009 Performance Incentive Plan. (incorporated by reference as
    Exhibit 10.7 to Amendment No. 1 to the Initial
    S-4 filed on
    August 31, 2009)10
.3#

Form of Indemnification Agreement between Resolute Energy
    Corporation and each executive officer and independent director
    of the Company. (incorporated by reference as Exhibit 10.8
    to Amendment No. 1 to the initial
    S-4 filed on
    August 31, 2009)10
.4

Cooperative Agreement between Resolute Natural Resources Company
    and Navajo Nation Oil and Gas Company dated October 22,
    2004. (incorporated by reference by Exhibit 10.9 to the
    Initial S-4)10
.5

First Amendment of Cooperative Agreement between Resolute Aneth,
    LLC and Navajo Nation Oil and Gas Company, Inc. dated
    October 21, 2005. (incorporated by reference as
    Exhibit 10.10 to the Initial
    S-4)10
.6

Carbon Dioxide Sale and Purchase Agreement by and between
    ExxonMobil Gas & Power Marketing Company (a division
    of Exxon Mobil Corporation), as agent for Mobil Producing
    Texas & New Mexico, Inc. (Seller) and Resolute Aneth,
    LLC (Buyer) dated July 1, 2006, as amended July 21,
    2006. (incorporated by reference as Exhibit 10.11 to
    Amendment No. 1 to the Initial
    S-4 filed on
    August 31, 2009) 89




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##### Table of Contents



ExhibitNumber

Description of Exhibits10
.7

Product Sale and Purchase Contract by and between Resolute
    Natural Resources Company (Buyer) and Kinder Morgan
    CO2 Company, L.P. (Seller) dated July 1, 2007, as
    amended October 1, 2007 and January 1, 2009.
    (incorporated by reference as Exhibit 10.12 to Amendment
    No. 1 to the Initial
    S-4 filed on
    August 31, 2009)10
.8

Gas Sales and Purchase Contract 
    Conventional & Residue Gas dated April 12, 1995,
    between Rim Offshore, Inc., as producer, and Western Gas
    Resources, Inc., as processor (Contract #6690), as amended
    July 27, 2006 and March 6, 2009. (incorporated by
    reference as Exhibit 10.13 to Amendment No. 1 to the
    Initial S-4
    filed on August 31, 2009 )10
.9

Consent Decree, entered into June 2005, relating to alleged
    violations of the federal Clean Air Act. (incorporated by
    reference as Exhibit 10.16 to the Initial
    S-4)10
.10

Consent Decree, entered into August 2004, relating to alleged
    violations of the federal Clean Water Act. (incorporated by
    reference as Exhibit 10.17 to the Initial
    S-4)10
.11

Crude Oil Purchase Agreement dated August 27, 2009 between
    Western Refining Southwest, Inc., as purchaser, and Resolute
    Natural Resources Company, as seller. (incorporated by reference
    as Exhibit 10.18 to Amendment No. 1 to the Initial
    S-4 filed on
    August 31, 2009)10
.12

Form of Retention Award Agreement between Resolute Energy
    Corporation and certain award recipients. (incorporated by
    reference as Exhibit 10.19 to Amendment No. 2 to the
    Initial S-4
    filed on September 8, 2009)10
.13

Form of Restricted Stock Award Agreement for Non-employee
    Directors10
.14#

Form of Confidentiality and Non Compete Agreement among Resolute
    Holdings, LLC and certain employees dated as of January 23,
    2004.21


List of Subsidiaries of Resolute Energy Corporation.23
.1

Consent of Deloitte & Touche LLP.23
.2

Consent of KPMG LLP.23
.3

Consent of Netherland, Sewell & Associates, Inc.23
.4

Consent of Grant Thornton31
.1

Certification of the Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200231
.2

Certification of the Chief Financial Officer pursuant to
    Section 302 of the Sarbanes Oxley Act of 200232


Certification of the Chief Executive Officer and Chief Financial
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act
    of 200299
.1

Report of Netherland, Sewell & Associates, Inc.
    regarding the registrants reserves as of December 31, 200999
.2

Report of Grant Thornton dated May 9, 2008


The Purchase and IPO Reorganization Agreement filed as
    Exhibit 2.1, the Purchase and Sale Agreement filed as
    Exhibit 2.3, the Asset Sale Agreement filed as
    Exhibit 2.4, the Purchase and Sale Agreement filed as
    Exhibit 2.5 and the Cooperative Agreement file as
    Exhibit 10.4 omit certain of the schedule and exhibits to
    each of the Purchase and IPO Reorganization Agreement, Purchase
    and Sale Agreements, the Asset Sale Agreement and the
    Cooperative Agreement in accordance with Item 601(b)(2) of
    Regulation S-K.
    A list briefly identifying the contents of all omitted schedules
    and exhibits is included with each of the Purchase and Sale
    Agreement, the Asset Sale Agreement and the Cooperative
    Agreement filed as Exhibit 2.1, 2.3, 2.4, 2.5 and 10.4,
    respectively. Resolute agrees to furnish supplementally a copy
    of any omitted schedule or exhibit to the Securities and
    Exchange Commission upon request.


Portions of this exhibit have been omitted pursuant to a request
    for confidential treatment.#


Management Contract, Compensation Plan or Agreement.  90




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SIGNATURES
    RESOLUTE ENERGY CORPORATION

Dated: March 30, 2010   By:
    /s/  Nicholas
    J. Sutton      Signature

Title

Date/s/  Nicholas
    J. SuttonNicholas
    J. Sutton

Chief Executive Officer and Director (Principal Executive
    Officer)

March 30, 2010/s/  James
    M. PicconeJames
    M. Piccone

President, General Counsel,
    Secretary and Director

March 30, 2010/s/  Theodore
    GazulisTheodore
    Gazulis

Senior Vice President and Chief Financial Officer (Principal
    Financial and
    Accounting Officer)

March 30, 2010/s/  Richard
    L. CovingtonRichard
    L. Covington

Director

March 30, 2010/s/  William
    H. CunninghamWilliam
    H. Cunningham

Director

March 30, 2010/s/  James
    E. DuffyJames
    E. Duffy

Director

March 30, 2010/s/  Kenneth
    A. HershKenneth
    A. Hersh

Director

March 30, 2010/s/  Thomas
    O. Hicks, Jr.Thomas
    O. Hicks, Jr.

Director

March 30, 2010/s/  William
    J. QuinnWilliam
    J. Quinn

Director

March 30, 2010/s/  Robert
    M. SwartzRobert
    M. Swartz

Director

March 30, 2010  91




---



##### 



FINANCIAL
    STATEMENTS
  INDEX TO
    FINANCIAL STATEMENTS
   
 RESOLUTE ENERGY CORPORATIONReport of Independent Registered Public
    Accounting Firm


F-2Resolute Energy Corporation Consolidated Balance
    Sheets 
    as of December 31, 2009 and 2008


F-3Resolute Energy Corporation Consolidated
    Statements of Operations, 
    for the years ended December 31, 2009, 2008 and 2007


F-4Resolute Energy Corporation Consolidated
    Statements of Stockholders Equity 
    for the years ended December 31, 2009, 2008 and 2007


F-5Resolute Energy Corporation Statements of Cash
    Flows, 
    for the years ended December 31, 2009, 2008 and 2007


F-6Notes to Resolute Energy Corporation Consolidated
    Financial Statements


F-7PREDECESSOR RESOLUTEReport of Independent Registered Public
    Accounting Firm


F-29Predecessor Resolute Combined Balance Sheet as of
    December 31, 2008


F-30Predecessor Resolute Combined Statements of
    Operations, 
    for the 267 day period ended September 24, 2009 and
    years ended December 31, 2008 and 2007


F-31Predecessor Resolute Combined Statements of
    Shareholders/Members Equity 
    for the 267 day period ended September 24, 2009 and
    years ended December 31, 2008 and 2007


F-32Predecessor Resolute Combined Statements of Cash
    Flows, 
    for the 267 day period ended September 24, 2009 and
    years ended December 31, 2008 and 2007


F-33Notes to Predecessor Resolute Combined Financial
    Statements


F-34   F-1




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm  
   two-year
      KPMG
    LLP
     F-2




---



##### Table of Contents



RESOLUTE ENERGY
    CORPORATION
  Consolidated
    Balance Sheets
 (in thousands, except share amounts)
  December 31,2009


2008AssetsCurrent assets:Cash and cash equivalents

$
455


$
819Cash and cash equivalents held in trust






250,024Restricted cash


149



Accounts receivable


27,047



Marketable securities held in trust






290,117Deferred income taxes


7,050



Derivative instruments


6,958



Prepaid expenses and other current assets


1,781



68Total current assets


43,440



541,028Property and equipment, at cost:Oil and gas properties, full cost method of accountingUnproved


7,306



Proved


634,383



Other property and equipment


2,413



Accumulated depletion, depreciation and amortization


(11,323
)


Net property and equipment


632,779



Other assets:Restricted cash


12,965



Derivative instruments


3,600



Deferred income taxes






269Other assets


656



3,500Total assets

$
693,440


$
544,797Liabilities and Stockholders EquityCurrent liabilities:Accounts payable and accrued expenses

$
42,508


$
1,903Derivative instruments


20,360



Deferred underwriters commission






17,388Total current liabilities


62,868



19,291Long term liabilities:Long term debt


109,575



Asset retirement obligations


9,217



Derivative instruments


55,260



Deferred income taxes


62,467



Other noncurrent liabilities


516



Total liabilities


299,903



19,291Common stock, subject to possible redemption;
    16,559,999 shares at $9.71 per share






160,798Deferred interest attributable to common stock subject to
    possible redemption






2,509Commitments and contingenciesStockholders equity:Preferred stock, $0.0001 par value; 1,000,000 shares
    authorized; none issued or outstanding






Common stock, $0.0001 par value; 225,000,000 shares
    authorized; issued and outstanding 53,154,883 and
    69,000,000 shares (less 16,559,999 shares subject to
    possible redemption) at December 31, 2009 and
    December 31, 2008, respectively


5



5Additional paid-in capital


432,650



357,999Retained earnings accumulated (deficit)


(39,118
)


4,195Total stockholders equity


393,537



362,199Total liabilities and stockholders equity

$
693,440


$
544,797    F-3




---



##### Table of Contents



RESOLUTE ENERGY
    CORPORATION
  Consolidated
    Statements of Operations
 (in thousands, except per share data)
  For the Period fromYear Ended


February 26, 2007December 31,


to December 31,2009


2008


2007Revenue:Oil

$
37,528


$



$
Gas


4,149







Other


739







Total revenue


42,416







Operating expenses:Lease operating


16,185







Production and ad valorem taxes


5,807







Depletion, depreciation, amortization, 
    and asset retirement obligation accretion


11,541







General and administrative


20,328



1,560



1,036Write-off of deferred acquisition costs


3,500







Total operating expenses


57,361



1,560



1,036Loss from operations


(14,945
)


(1,560
)


(1,036
)Other income (expense):Interest income


776



7,601



5,154Interest expense


(1,538
)






Realized and unrealized losses on derivative instruments


(49,514
)






Other income


91







Total other income (expense)


(50,185
)


7,601



5,154Income (loss) before income taxes


(65,130
)


6,041



4,118Income tax benefit (expense)


19,887



(2,054
)


(1,401
)Net income (loss)

$
(45,243
)

$
3,987


$
2,717Basic and diluted earnings (loss) per common share:Common stock, subject to redemption

$
(0.16
)

$
0.09


$
0.06Common stock

$
(0.93
)

$
0.06


$
0.09Weighted average shares outstanding:Common stock, subject to redemption


12,114



16,560



16,560Common stock


46,394



45,105



18,587    F-4




---



##### Table of Contents



RESOLUTE ENERGY
    CORPORATION
  Consolidated
    Statements of Stockholders Equity
 (in thousands)
  Additional


AccumulatedCommon Stock


Paid-in


(Deficit)/ Retained


StockholdersShares


Amount


Capital


Earnings


EquityInitial capital from founding stockholder for cash


11,500


$
1


$
24


$



$
25Stock dividend


2,300















Sale of 55,200,000 units, net of underwriters 
    discount and offering costs


55,200



6



511,771







511,777Proceeds subject to possible redemption 
    of 16,559,999 shares






(2
)


(160,796
)






(160,798
)Proceeds from sale of warrants to Sponsor 
    (defined in Notes)










7,000







7,000Net income














2,717



2,717Deferred interest attributable to common stock, 
    subject to redemption














(1,020
)


(1,020
)Balance as of December 31, 2007


69,000



5



357,999



1,697



359,701Net income














3,987



3,987Deferred interest attributable to common stock, 
    subject to redemption














(1,489
)


(1,489
)Balance as of December 31, 2008


69,000



5



357,999



4,195



362,199Reclassification of common stock subject to 
    possible redemption






2



160,796



2,510



163,308Common stock redeemed


(11,592
)


(1
)


(112,557
)


(580
)


(113,138
)Purchase of common stock


(7,503
)


(1
)


(73,345
)






(73,346
)Cancellation of common stock previously issued 
    to founding stockholder


(7,335
)


(1
)










(1
)Redemption of 27,600,000 warrants










(15,180
)






(15,180
)Forgiveness of deferred underwriters commission










11,738







11,738Issuance of common stock for acquisition


9,200



1



88,779







88,780Issuance of earnout shares for acquisition


1,385







10,024







10,024Issuance of warrants for acquisition










3,202







3,202Equity based compensation










1,194







1,194Net loss














(45,243
)


(45,243
)Balance as of December 31, 2009


53,155


$
5


$
432,650


$
(39,118
)

$
393,537    F-5




---



##### Table of Contents



RESOLUTE ENERGY
    CORPORATION
  Consolidated
    Statements of Cash Flows
 (in
    thousands)
  For the Period fromYear Ended


February 26, 2007December 31,


to December 31,2009


2008


2007Operating activities:Net income (loss)

$
(45,243
)

$
3,987


$
2,717Adjustments to reconcile net income (loss) to net cash provided
    by (used in) operating activities:Depletion, depreciation, amortization and asset retirement
    obligation accretion


11,541







Equity-based compensation


1,084







Write-off of deferred acquisition costs


3,500







Unrealized loss on derivative instruments


46,321







Deferred income taxes


(19,813
)


(115
)


(154
)Change in operating assets and liabilities, net of amount
    acquired:Accounts receivable


(3,786
)






Other current assets


(883
)


266



(334
)Accounts payable and accrued expenses


(4,848
)


(1,054
)


2,818Other current liabilities


(18
)






Accounts payable  related party


(19
)


(53
)


117Net cash provided by (used in) operating activities


(12,164
)


3,031



5,164Investing activities:Acquisition of subsidiary, net of cash acquired


(323,822
)






Decrease (increase) in cash and cash equivalents in trust


250,024



(250,024
)


Purchase of marketable securities held in trust


(249,654
)






(541,302
)Sales / maturities of marketable securities held in trust


539,771



251,184



Oil and gas exploration and development expenditures


(6,640
)






Proceeds from sale of oil and gas properties


59







Purchase of other property and equipment


(224
)






Settlement of notes receivable  related parties


52







Payment of proposed acquisition costs






(3,424
)


Other


421







Net cash provided by (used in) investing activities


209,987



(2,264
)


(541,302
)Financing activities:Payments due to Holdings


(1,248
)






Proceeds from note payable  related party










225Payment on note payable  related party










(225
)Proceeds from sale of units to sponsor










25Proceeds from sale of warrants to initial founder










7,000Proceeds from initial public offering net of underwriters
    discount and offering costs










529,165Redemption of common stock


(113,139
)






Purchase of common stock


(73,346
)






Redemption of warrants


(15,180
)






Payment of deferred underwriters commission


(5,650
)






Proceeds from bank borrowings


53,376







Payments of bank borrowings


(43,000
)






Net cash provided by (used in) financing activities


(198,187
)






536,190Net increase (decrease) in cash and cash equivalents


(364
)


767



52Cash and cash equivalents at beginning of period


819



52



Cash and cash equivalents at end of period

$
455


$
819


$
52Supplemental disclosures of cash flow information:Cash paid during the period for:Interest

$
3,584


$



$
Income taxes

$
1,004


$
2,750


$Supplemental schedule of non-cash investing and financing
    activities:Accrual of deferred underwriters commission

$



$



$
17,388Deferred acquisition costs included in accounts payable and
    accrued expenses

$



$
76


$
Capital expenditures financed through current liabilities

$
2,755


$



$
Issuance of common stock for acquisition

$
88,780


$



$
Issuance of warrants for acquisition

$
3,202


$



$
Issuance of earnout shares for acquisition

$
10,024


$



$
Forgiveness of deferred underwriters commission

$
11,738


$



$
    F-6




---



##### Table of Contents



RESOLUTE ENERGY
    CORPORATION
  Notes To Consolidated Financial Statements
  Note 1 
    Organization and Nature of Business
           Note 2 
    Summary of Significant Accounting Policies
   Basis of
    Presentation
   F-7




---



##### Table of Contents



Assumptions,
    Judgments and Estimates
      Fair Value
    of Financial Instruments
    Industry
    Segment and Geographic Information
    Cash, Cash
    Equivalents, and Marketable Securities
         F-8




---



##### Table of Contents



Accounts
    Receivable
    Accounts Receivable:

2009Trade receivables

$
25,500Derivative receivables


236Other receivables


1,311Total accounts receivable

$
27,047   Concentration
    of Credit Risk
    Oil and Gas
    Properties
    2 2 2 2
  2
     F-9




---



##### Table of Contents



unit-of-production 2
    Regulation S-X Article 4-10
     F-10




---



##### Table of Contents



Other
    Property and Equipment
    Impairment
    of Long-Lived Assets Other than Oil and Gas
    Properties
    Asset
    Retirement Obligation
  units-of-production
     F-11




---



##### Table of Contents



2009Asset retirement obligations at beginning of period

$
Liabilities assumed in acquisition of Predecessor Resolute


10,278Additional liability incurred


Accretion expense


218Liabilities settled


(58
)Revisions to previous estimates


Asset retirement obligations at end of period


10,438Less current asset retirement obligations accrued in accounts
    payable and accrued expenses


(1,221
)Long-term asset retirement obligations

$
9,217   Derivative
    Instruments
  Derivatives and Hedging
    Revenue
    Recognition
      General and
    Administrative Expenses
   F-12




---



##### Table of Contents



Income
    Taxes
  Accounting for Income
    Taxes
  Accounting
    Standards Update
    Business Combinations,
      
    The price used in calculating reserves changed from a
    single-day
    closing price measured on the last day of the Companys
    fiscal year to a
    12-month
    average first of the month price for the previous twelve months
    as of the balance sheet date. This average price was utilized in
    the Companys depletion and ceiling test calculations.
    The notes to the consolidated financial statements include
    additional financial reporting disclosures. F-13




---



##### Table of Contents



Note 3 
    Acquisitions
    and Divestitures  Resolute
    Transaction
      September 25, 2009Cash consideration

$
325,000Company common stock


88,800Company common stock subject to forfeiture


10,000Fair value of warrants, net of payment to Sponsor of
    $1.2 million


3,200Total purchase price

$
427,000     September 25, 2009Current assets

$
33,500Oil and gas properties


633,600Other property and equipment


2,200Other assets


18,400Debt assumed


(99,200
)Deferred income tax liability


(75,500
)Other liabilities


(86,000
)Total purchase price

$
427,000   Note 12  Fair Value Measurements.
   F-14




---



##### Table of Contents



(i)
    9,200,000 shares of Company common stock, 200,000 of which
    were issued to service providers (employees of Predecessor
    Resolute who became employees of Resolute upon consummation of
    the Resolute Transaction) in recognition of their services.
    100,000 shares vested immediately on September 25,
    2009 and the remaining 100,000 shares will vest on the one
    year anniversary of the Acquisition Date, provided the recipient
    remains an employee of the Company;(ii)
    4,600,000 new Company Founders Warrants, (New Founder
    Warrants) issued in exchange for Old Founders
    Warrants (defined below) to purchase Company common stock with a
    strike price of $13.00, a trigger price of $13.75 and a five
    year term from the date of the Resolute Transaction; and(iii)
    1,385,000 Company earnout shares, which are shares of Company
    common stock (with voting rights) (Earnout Shares)
    that will be forfeited if the price of Company common stock does
    not exceed $15.00 per share for 20 trading days in any 30
    trading day period within five years from the date of the
    Resolute Transaction.      Pro Forma
    Financial Information
      2009

2008(In thousands, except per share amount)Total revenue

$
127,760


$
235,616Operating income (loss)


(26,558
)


(176,175
)Net income (loss)


(64,827
)


(53,444
)Basic and diluted net income (loss) per share

$
(1.22
)

$
(1.01
)  F-15




---



##### Table of Contents



Note 4 
    Earnings per
    Share          2009


2008


2007Common





Common





CommonCommon


Stock


Common


Stock


Common


StockStock


Subject to


Stock


Subject to


Stock


Subject toRedemption





Redemption





RedemptionNumerator:Allocation of undistributed earnings (loss)

$
(43,313
)

$
(1,930
)

$
2,498


$
1,489


$
1,697


$
1,020Denominator:Weighted average of issued shares outstanding


46,394



12,114



45,105



16,560



18,587



16,560Basic and diluted earnings per share

$
(0.93
)

$
(0.16
)

$
0.06


$
0.09


$
0.09


$
0.06     WarrantsWarrants issued to founding stockholder


11,500Warrants issued through stock dividend


2,300Warrants issued through HACI Offering


55,200Sale of Sponsor Warrants


7,000Balance at December 31, 2007 and 2008


76,000Redemption of warrants in Resolute Transaction


(27,600
)Cancellation of Founder Warrants


(4,600
)Issuance of new Founder Warrants


4,600Balance at December 31, 2009


48,400    F-16




---



##### Table of Contents



Note 5 
    Marketable
    Securities Held in Trust  held-to-maturity
  Carrying

Gross Unrealized

Gross UnrealizedDecember 31, 2008

Amount

Holding Gains

Holding (Losses)

Fair valueHeld-to-Maturity:U.S. Treasury Bills

$
290,117


$



$



$
290,117   held-to-maturity
  Note 6 
    Related Party
    Transactions      Note 7 
    Long Term
    Debt       F-17




---



##### Table of Contents



Note 8 
    Income Taxes    2009


2008


2007Current income tax benefit (expense)

$
74


$
(2,169
)

$
(1,555
)Deferred income tax benefit


19,813



115



154Total income tax benefit (expense)

$
19,887


$
(2,054
)

$
(1,401
)     2009


2008


2007Expected statutory income tax benefit (expense)

$
22,120


$
(2,054
)


(1,400
)State income tax benefit


1,612







Equity based compensation


(322
)






Non-deductible merger costs


(3,615
)






Other


92







(1
)Total income tax benefit (expense)

$
19,887


$
(2,054
)

$
(1,401
)     December 31,2009


2008Current deferred income tax assets (liabilities):Derivative financial instruments

$
5,170


$
Asset retirement obligation


968



Other


912



Total current


7,050



Long term deferred income tax assets (liabilities):Derivative financial instruments


19,515



Net operating loss carryovers


9,310



Asset retirement obligation


2,414



Startup and organization costs


253



249Deferred acquisition costs


45



41Property and equipment costs


(92,249
)


(21
)Other


(1,755
)


Total long term


(62,467
)


269Net deferred tax (liability) asset

$
(55,417
)

$
269    F-18




---



##### Table of Contents



Accounting for Income Taxes
    Note 9 
    Stockholders
    Equity and Equity Based Awards  Preferred
    Stock
    Common
    Stock
       F-19




---



##### Table of Contents



Stock-Based
    Compensation
  Stock Compensation
        Note 10 
    Employee
    Benefits     F-20




---



##### Table of Contents



Time Vested
    Cash Awards
    Note 11 
    Derivative
    Instruments        Oil (NYMEX




Gas (NYMEX HH)WTI) Weighted




Weighted AverageAverage Hedge




Hedge Price perYear

Bbl per Day


Price per Bbl


MMBtu per Day

MMBtu2010


3,650


$
67.24


3,800

$
9.692011


3,250


$
68.26


2,750

$
9.322012


3,250


$
68.26


2,100

$
7.422013


2,000


$
60.47


1,900

$
7.40     Weighted AverageHedged PriceDifferential perYear

Index

MMBtu per Day

MMBtu2010  2013


Rocky Mountain NWPL



1,800


$
2.10     Gas (NYMEX HH)Oil (NYMEX WTI)



Weighted AverageWeighted Average

MMBtu per

Hedge Price perYear

Bbl per Day

Hedge Price per Bbl

Day

MMBtu2010


200


$
105.00-151.00







  F-21




---



##### Table of Contents



Year EndedDecember 31,2009Other income (expense):Realized losses

$
(3,193
)Unrealized losses


(46,321
)Total loss on derivative instruments

$
(49,514
)   Credit Risk
    and Contingent Features in Derivative
    Instruments
      Note 12 
    Fair Value Measurements
    , Fair Value Measurements and Disclosures,
  
    Level 1  Quoted prices in active markets for
    identical assets or liabilities.
    Level 2  Quoted prices in active markets for
    similar assets and liabilities, quoted prices for identical or
    similar instruments in markets that are not active and
    model-derived valuations whose inputs are observable or whose
    significant value drivers are observable.
    Level 3  Significant inputs to the valuation
    model are unobservable. F-22




---



##### Table of Contents



Description

Level 1


Level 2


Level 3


TotalAssetsCurrent assets: derivative instruments

$



$
6,958


$



$
6,958Other assets: derivative instruments






3,600







3,600Total

$



$
10,558


$



$
10,558LiabilitiesCurrent liabilities: derivative instruments

$



$
(20,360
)

$



$
(20,360
)Long term liabilities: derivative instruments






(55,260
)






(55,260
)Total

$



$
(75,620
)

$



$
(75,620
)   Note 13 
    Commitments and Contingencies
  CO2Take-or-Pay
    Agreements
  take-or-pay 2 2 2 2 take-or-pay
      CO2
    PurchaseYear

Commitments2010

$
17,6892011


14,6652012


11,4772013


11,0882014


4,924Thereafter


5,443Total

$
65,286  F-23




---



##### Table of Contents



Crude
    Production Purchase Agreement
  month-to-month right-of-way rights-of-way rights-of-way.
  Operating
    Leases
  month-to-month
  2
  Escrow
    Funding Agreement
    NNOG
    Purchase Options
   F-24




---



##### Table of Contents



McElmo


RatherfordAneth Unit


Creek Unit


UnitChevron Properties:Option 1 (100% Payout)


5.30%



1.50%



0.30%Option 2 (150% Payout)


5.30%



1.50%



0.30%Option 3 (200% Payout)


5.30%



1.50%



0.30%Total


15.90%



4.50%



0.90%   McElmo


RatherfordAneth Unit


Creek Unit


UnitExxonMobil Properties:Option 1 (100% Payout)


0.75%



6.00%



5.60%Option 2 (150% Payout)


0.75%



6.00%



5.60%Option 3 (200% Payout)


0.75%



6.00%



5.60%Total


2.25%



18.00%



16.80%   Note 14 
    Oil and Gas
    Producing Activities    2009Development costs*

$
7,989Exploration


2Acquisitions:Proved


622,495Unproved


11,203Total

$
641,689   *
    
    Includes $4.4 million of
    acquired
    CO2.    2009Proved oil and gas properties

$
634,383Unevaluated oil and gas properties, not subject to amortization


7,306Accumulated depletion, depreciation and amortization


(11,173
)Oil and gas properties, net

$
630,516  F-25




---



##### Table of Contents



Note 15 
    Supplemental
    Oil and Gas Information (unaudited)  Reserve
    Engineering and Auditor Qualifications:
      Oil and Gas
    Reserve Quantities:
      Oil


Gas


Oil Equivalent(Bbl)


(Mcf)(1)


(Boe)Purchases of minerals in place on September 25, 2009


64,946



94,181



80,643Production


(543
)


(918
)


(696
)Revisions of previous estimates (2)


(14,544
)


(5,818
)


(15,514
)Proved reserves as of December 31, 2009:


49,859



87,445



64,433Proved developed reserves:As of December 31, 2009


30,895



24,256



34,938     1)
    
    The gas column includes NGL volumes.2)
    
    The negative revisions are primarily due to commodity pricing
    attributable to utilization of average first of month fiscal
    year commodity prices.  Standardized
    Measure of Discounted Future Net Cash Flows Relating to Proved
    Oil and Gas Reserves:
   F-26




---



##### Table of Contents



1)
    Estimates were made of quantities of proved reserves and future
    periods during which they are expected to be produced based on
    year-end economic conditions.2)
    The estimated future cash flows was compiled by applying average
    annual prices of crude oil and gas relating to Resolutes
    proved reserves to the year-end quantities of those reserves.3)
    The future cash flows were reduced by estimated production
    costs, costs to develop and produce the proved reserves and
    abandonment costs, all based on year-end economic conditions.4)
    Future income tax expenses were based on year-end statutory tax
    rates giving effect to the remaining tax basis in the oil and
    gas properties, other deductions, credits and allowances
    relating to Resolutes proved oil and natural gas reserves.5)
    Future net cash flows were discounted to present value by
    applying a discount rate of 10%.    December 31,2009(in thousands)Future cash inflows

$
3,056,000Future production costs


(1,483,000
)Future development costs


(432,000
)Future income taxes


(290,000
)Future net cash flows


851,00010% annual discount for estimated timing of cash flows


(490,000
)Standardized measure of discounted future net cash flows

$
361,000     2009(in thousands)Standardized measure, beginning of year

$
Sales of oil and gas produced, net of production costs


(22,000
)Net changes in prices and production costs


(288,000
)Purchase of minerals in place


555,000Previously estimated development costs incurred during the year


5,000Changes in estimated future development costs


43,000Revisions of previous quantity estimates


(131,000
)Accretion of discount


14,000Net change in income taxes


122,000Changes in timing and other


63,000Standardized measure, end of year

$
361,000  F-27




---



##### Table of Contents



Note 16 
    Quarterly
    Financial Data (unaudited)    Three Months EndedMarch 31,


June 30,


September 30,


December 312009


2009


2009


2009Year Ended December 31, 2009:Revenue

$



$



$
2,270


$
40,146Income (loss) from operations


(3,761
)


(253
)


(11,224
)


293Net loss


(2,209
)


(79
)


(21,406
)


(21,549
)Basic and diluted earnings (loss) per common share:Common stock, subject to redemption

$
0.01


$
0.00


$
(0.13
)


Common stock

$
(0.05
)

$
(0.00
)

$
(0.43
)

$
(0.43
)Weighted average shares outstanding:Common stock, subject to redemption


16,560



16,560



15,480



Common stock


45,105



45,105



45,418



49,905Three Months EndedMarch 31,


June 30,


September 30,


December 31,2008


2008


2008


2008Loss from operations

$
(324
)

$
(348
)

$
(366
)

$
(522
)Net income


1,699



812



1,027



449Basic and diluted earnings (loss) per common share:Common stock, subject to redemption

$
0.03


$
0.02


$
0.02


$
0.01Common stock

$
0.02


$
0.01


$
0.01


$
0.01Weighted average shares outstanding:Common stock, subject to redemption


16,560



16,560



16,560



16,560Common stock


45,105



45,105



45,105



45,105  F-28




---



##### Table of Contents



To the Managing
    Members ofResolute Natural Resources Company, LLC, Resolute
    Aneth, LLC, WYNR, LLC, and BWNR, LLC
                
   F-29




---



##### Table of Contents



RESOLUTE NATURAL
    RESOURCES COMPANY, LLC,
    RESOLUTE ANETH, LLC, WYNR, LLC, BWNR, LLC,
    RESOLUTE WYOMING, INC.,
    RNRC HOLDINGS, INC.
  Combined Balance Sheet
 (in thousands, except share amounts)
  December 31,2008AssetsCurrent assets:Cash and cash equivalents

$
1,935Restricted cash


149Accounts receivable:Trade receivables


14,680Derivative receivable


5,839Other receivables


1,134Derivative instruments


19,017Prepaid expenses and other current assets


1,195Total current assets


43,949Property and equipment, at cost:Oil and gas properties, full cost method of accountingUnproved


12,724Proved


348,058Accumulated depletion and amortization


(97,726
)Net oil and gas properties


263,056Other property and equipment


4,682Accumulated depreciation


(2,075
)Net other property and equipment


2,607Net property and equipment


265,663Other assets:Restricted cash


11,210Notes receivable  affiliated entities


65Deferred financing costs, net


6,403Derivative instruments


18,114Deferred income taxes


14,705Other noncurrent assets


738Total other assets


51,235Total assets

$
360,847Liabilities and Shareholders/Members Equity
    (Deficit)Current liabilities:Accounts payable and accrued expenses


46,169Accounts payable  Holdings


1,316Asset retirement obligations


1,713Derivative instruments


1,141Deferred income taxes


4,913Contingent tax liability


532Other current liabilities


817Total current liabilities


56,601Noncurrent liabilities:Long term debt


421,150Asset retirement obligations


8,115Derivative instruments


20,193Other noncurrent liabilities


457Total long term liabilities


449,915Total liabilities


506,516Commitments and contingenciesShareholders/members equity (deficit):RNRC common stock, $0.01 par value, 1,000 shares
    authorized and issued


RWI common stock, $1.00 par value, 1,000 shares
    authorized and issued


1Additional paid-in capital


37,594Accumulated deficit


(29,436
)Shareholders/members deficit


(153,828
)Total Resolute shareholders/members deficit


(145,669
)Total liabilities and shareholders/members deficit

$
360,847    F-30




---



##### Table of Contents



RESOLUTE NATURAL
    RESOURCES COMPANY, LLC,
    RESOLUTE ANETH, LLC, WYNR, LLC, BWNR, LLC,
    RESOLUTE WYOMING, INC.,
    RNRC HOLDINGS, INC.
 Combined
    Statements of Operations
    (in thousands)  For the 267 DayPeriod EndedSeptember 24,


December 31,2009


2008


2007Revenue:Oil

$
72,655


$
193,535


$
148,431Gas


10,183



29,376



19,592Other


2,506



6,261



5,320Total revenue


85,344



229,172



173,343Operating expenses:Lease operating


46,771



85,990



66,731Depletion, depreciation, amortization, and asset retirement
    obligation accretion


21,925



50,335



27,790Impairment of proved properties


13,295



245,027



General and administrative


8,076



20,211



40,273Total operating expenses


90,067



401,563



134,794(Loss) income from operations


(4,723
)


(172,391
)


38,549Other income (expense):Interest expense


(18,416
)


(33,139
)


(35,898
)(Loss) gain on derivative instruments


(23,519
)


96,032



(106,228
)Other income


47



832



905Total other (expense) income


(41,888
)


63,725



(141,221
)Loss before income taxes


(46,611
)


(108,666
)


(102,672
)Income tax benefit (expense)


5,019



18,247



(1,740
)Net loss


(41,592
)


(90,419
)


(104,412
)Less: net loss (income) attributable to the noncontrolling
    interest






177



(409
)Net loss attributable to Predecessor Resolute

$
(41,592
)

$
(90,242
)

$
(104,821
)    F-31




---



##### Table of Contents



RESOLUTE NATURAL
    RESOURCES COMPANY, LLC
    RESOLUTE ANETH, LLC
    WYNR, LLC
    BWNR, LLC
    RESOLUTE WYOMING, INC.
    RNRC HOLDINGS, INC.
 Combined
    Statements of Shareholders/Members Equity
    (Deficit)
    (in thousands, except for shares)  TotalAdditional





Members





Shareholders/Common Stock


Paid-in


Accumulated


Equity


Noncontrolling


MembersShares


Amount


Capital


Deficit


(Deficit)


Interest


Equity (Deficit)Balances at January 1, 2007


2,000


$
1


$
26,248


$
(5,656
)

$
70,944


$
2,695


$
94,232Distributions


















(100,006
)






(100,006
)Adoption of ASC 740 uncertainty provision














(478
)










(478
)Equity-based compensation


















36,517







36,517Net income (loss)














2,823



(107,644
)


409



(104,412
)Balances at December 31, 2007


2,000



1



26,248



(3,311
)


(100,189
)


3,104



(74,147
)Capital contributions










15,909







4,227







20,136Distributions














(15
)


(9,224
)






(9,239
)Acquisition of noncontrolling interest










1,981



945







(2,927
)


Equity-based compensation










4,160







3,840







7,999Issuance of common stock


1,000







1















1Resources conversion to LLC


(1,000
)






(10,705
)


10,705











Net loss














(37,760
)


(52,482
)


(177
)


(90,419
)Balances at December 31, 2008


2,000



1



37,594



(29,436
)


(153,828
)






(145,669
)Capital contributions


















125







125Distributions


















(125
)






(125
)Equity-based compensation


















2,818







2,818Net loss














(8,257
)


(33,335
)






(41,592
)Balances at September 24, 2009


2,000


$
1


$
37,594


$
(37,693
)

$
(184,345
)

$



$
(184,443
)    F-32




---



##### Table of Contents



RESOLUTE NATURAL
    RESOURCES COMPANY, LLC
    RESOLUTE ANETH, LLC
    WYNR, LLC
    BWNR, LLC
    RESOLUTE WYOMING, INC.
    RNRC HOLDINGS, INC.
  Combined
    Statements of Cash Flows
  For the 267 DayPeriod EndedSeptember 24,


December 31,2009


2008


2007Operating activities:Net loss

$
(41,592
)

$
(90,419
)

$
(104,412
)Adjustments to reconcile net loss to net cash provided (used) by
    operating activities:Depletion, depreciation and amortization


21,244



49,503



27,159Amortization and write-off of deferred financing costs


1,809



2,481



956Write-off of deferred offering costs






2,480



Deferred income taxes


(4,732
)


(14,540
)


1,554Equity-based compensation


2,818



7,878



34,533Unrealized loss (gain) on derivative instruments


25,458



(120,573
)


101,495Accretion of asset retirement obligations


681



832



631Impairment of proved properties


13,295



245,027



Loss on sale of other property and equipment


11







Other


(14
)


(16
)


(373
)Change in operating assets and liabilities:Accounts receivable


(630
)


28,244



(13,690
)Other current assets


365



2,003



(207
)Accounts payable and accrued expenses


(4,546
)


(16,027
)


24,963Other current liabilities


(1,172
)


729



Accounts payable  Holdings


(56
)


(223
)


1,180Net cash provided by operating activities


12,939



97,379



73,789Investing activities:Acquisition of oil and gas properties from ExxonMobil










(7,934
)Acquisition, exploration and development expenditures


(12,904
)


(62,042
)


(86,353
)Proceeds from sale of oil and gas properties


218



1,141



543Proceeds from sale of property and equipment


10



25



Purchase of other property and equipment


(66
)


(582
)


(871
)Other long-term assets










(1,453
)Notes receivable  affiliated entities


7



2,070



10Increase in restricted cash


(1,751
)


(1,483
)


(1,538
)Other


63



(150
)


Net cash used for investing activities


(14,423
)


(61,021
)


(97,596
)Financing activities:Deferred offering costs










(1,979
)Deferred financing costs


(1,823
)


(3,599
)


(2,726
)Proceeds from bank borrowings


95,670



274,099



264,350Payment of bank borrowings


(93,120
)


(312,061
)


(137,550
)Capital contributions


125



9,273



Capital distributions


(125
)


(9,224
)


(100,006
)Net cash provided (used) by financing activities


727



(41,512
)


22,089Net decrease in cash and cash equivalents


(757
)


(5,154
)


(1,718
)Cash and cash equivalents at beginning of year


1,935



7,089



8,807Cash and cash equivalents at end of year

$
1,178


$
1,935


$
7,089Supplemental disclosures of cash flow information:Cash paid during the year for:Interest

$
20,211


$
30,987


$
33,067Income taxes

$



$
20


$
Supplemental schedule of non-cash investing and financing
    activities:Increase to asset retirement obligations

$
2,641


$
1,603


$
328Increase to oil and gas properties through capitalized
    equity-based compensation

$



$
122


$
1,983Capital expenditures financed through current liabilities

$
987


$
1,181


$
3,546Capital distributions

$



$
(15
)

$
Capital contributions

$



$
10,863


$
Acquisition of ExxonMobil properties:Increase to accrued purchase price payable, net of accrued
    purchase price receivable

$



$



$
1,111   See notes to combined financial
    statements
 F-33




---



##### Table of Contents



RESOLUTE NATURAL
    RESOURCES COMPANY, LLC
    RESOLUTE ANETH, LLC
    WYNR, LLC
    BWNR, LLC
    RESOLUTE WYOMING, INC.
    RNRC HOLDINGS, INC.
 Notes to Combined
    Financial Statements  Note 1 
    Description of the Companies and Business
    Note 2 
    Basis of
    Presentation and Significant Accounting Policies  Basis of
    Presentation
        Form 10-Q
 F-34




---



##### Table of Contents



end-of-period
  Assumptions,
    Judgments, and Estimates
      Fair Value
    of Financial Instruments
    Cash
    Equivalents
    Concentration
    of Credit Risk
   F-35




---



##### Table of Contents



Oil and Gas
    Properties
    2 2 2 2
  2
         F-36




---



##### Table of Contents



unit-of-production 2
  Other
    Property and Equipment
    Asset
    Retirement Obligations
  units-of-production
  Impairment
    of Long-Lived Assets
  Property Plant and Equipment,
  Deferred
    Financing Costs
    Derivative
    Instruments
   F-37




---



##### Table of Contents



Revenue
    Recognition
        General and
    Administrative Expenses
    Income
    Taxes
   F-38




---



##### Table of Contents



Accounting for Income Taxes
    Industry
    Segment and Geographic Information
    Change in
    Accounting Principle
      Accounting
    Standards Update
  Business Combinations
  825-10-65-1, Interim Disclosures about Fair Value of Financial Instruments 825-10-65-1
 F-39




---



##### Table of Contents



820-10-65-4, Determining Fair Value When the Volume or Level of Activity
    for the Asset or Liability Have Significantly Decreased and
    Identifying Transactions That Are Not Orderly 820-10-65-4 820-10-65-4
  810-10-65-1, Noncontrolling Interests in Consolidated Financial
    Statements  an amendment to Accounting Research
    Bulletin (ARB) No. 51 810-10-65-1 810-10-65-1
  815-10-65, Disclosures about Derivative Instruments and Hedging
    Activities  An Amendment of FASB Statement 133 815-10-65
  Subsequent
    Events
  105-10-65-1, The FASB Accounting Standards Codification and
    the Hierarchy of Generally Accepted Accounting Principles
  Note 3 
    Acquisitions  ExxonMobil
    Acquisition
  2
   F-40




---



##### Table of Contents



Net Profits
    Overriding Royalty Interest Contribution
      Primary
    Natural Resources Acquisition
      Business
    Combinations,
  December 31,2008Purchase price

$
11,553Current assets


1,849Long term assets


1,890Oil and gas properties


18,427Liabilities assumed


(10,613
)Total purchase price allocation

$
11,553    F-41




---



##### Table of Contents



December 31,2008

2007Total revenue

$
229,172


$
173,343Net income

$
(90,419
)

$
(104,412
)   Note 4
    Asset
    Retirement Obligations      Period EndedSeptember 24,


December 31,2009


2008


2007Asset retirement obligations at beginning of period

$
9,828


$
8,445


$
8,866Accretion expense


681



832



631Additional liability incurred






275



148Liabilities settled


(1,337
)


(220
)


(749
)Revisions to previous estimates


2,641



496



(451
)Asset retirement obligations at end of period


11,813



9,828



8,445Less current asset retirement obligations


2,565



1,713



1,072Long-term asset retirement obligations

$
9,248


$
8,115


$
7,373   Note 5Related
    Party Transactions
     F-42




---



##### Table of Contents



Note 6Long
    Term Debt
    December 31,2008Credit agreements:First Lien Facility

$
196,150Second Lien Facility


225,000Total long term debt


421,150Less: current portion of long term debt


Long term debt

$
421,150   First Lien
    Facility
     F-43




---



##### Table of Contents



Second Lien
    Facility
        Note 7Income
    Taxes
      December 31,2008Current:Derivative financial instruments

$
(4,913
)Total current


(4,913
)Long Term:Property and equipment


10,673Asset retirement obligation


173Federal tax credit carryovers


60Net operating loss carryforward


3,799Total long term


14,705Net deferred tax asset

$
9,792  F-44




---



##### Table of Contents



Period EndedSeptember 24,


December 31,2009


2008


2007Current income tax expense:Federal

$



$
(19
)

$
(35
)State


(104
)






Deferred income tax benefit (expense)


5,123



18,266



(1,655
)Valuation allowance










(50
)Total income tax benefit (expense)

$
5,019


$
18,247


$
(1,740
)     Period EndedSeptember 24,


December 31,2009


2008


2007U.S. statutory income tax (benefit) expense

$
(4,626
)

$
(19,732
)

$
1,626State income tax (benefit) expense


(104
)


(265
)


55Share base compensation






1,456



Change in valuation allowance










50Other


(289
)


294



9Total tax (benefit) expense*

$
(5,019
)

$
(18,247
)

$
1,740     *
    
    Tax expense (benefit) is calculated based on taxable income of
    RNRC and RWI, which are taxable entities. Aneth, Sub, BWNR and
    WYNR are pass-through entities for federal and state income tax
    purposes. As such, neither current nor deferred income taxes are
    recognized by these entities.    Accounting for Income Taxes,
   F-45




---



##### Table of Contents



Balance at January 1, 2007

$
386Increases in unrecognized tax benefits


Decreases in unrecognized tax benefits


Balance at December 31, 2007


386Increases in unrecognized tax benefits


Decreases in unrecognized tax benefits


Balance at December 31, 2008


386Increases in unrecognized tax benefits


Decreases in unrecognized tax benefits


(386
)Balance at September 24, 2009

$
   Note 8 
    Shareholders/Members
    Equity and Equity Based Awards  Common
    Stock
    Members
    Equity
    Incentive
    Interests
  Resources
         F-46




---



##### Table of Contents



Resolute Wyoming,
    Inc.
      Equity
    Appreciation Rights
           F-47




---



##### Table of Contents



EARsJanuary 1, 2007


1,487,000Granted


581,000December 31, 2007


2,068,000Granted


1,659,000Forfeited


(256,000
)Purchased


(395,000
)December 31, 2008


3,076,000Forfeited


(113,000
)September 24, 2009


2,963,000     Note 9 
    Defined
    Contribution Plan    Note 10 
    Derivative
    Instruments  Derivatives and Hedging
    Gas (NYMEX HH)Oil (NYMEX WTI)



Weighted AverageWeighted Average

MMBtu per

Hedge Price perYear

Bbl per Day

Hedge Price per Bbl

Day

MMBtu2009


3,900


$
62.75



1,800


$
9.932010


3,650


$
67.24



3,800


$
9.692011


3,250


$
68.26



2,750


$
9.322012


3,250


$
68.26



2,100


$
7.422013


2,000


$
60.47



1,900


$
7.40     Weighted AverageHedged PriceMMBtu per

Differential perYear

Index

Day

MMBtu2009  2013

Rocky Mountain 
    NWPL


1,800


$
2.10  F-48




---



##### Table of Contents



Gas (NYMEX HH)Oil (NYMEX WTI)



Weighted AverageWeighted Average

MMBtu per

Hedge Price perYear

Bbl per Day

Hedge Price per Bbl

Day

MMBtu2009


250


$
105.00-151.00



3,288


$
5.00-9.352010


200


$
105.00-151.00







     December 31,2008Assets:Current assets: derivative instruments

$
19,017Other assets: derivative instruments


18,114Total assets


37,131Liabilities:Current liabilities: derivative instruments


(1,141
)Noncurrent liabilities: derivative instruments


(20,193
)Total liabilities


(21,334
)Net derivative fair value

$
15,797     Period EndedSeptember 24,


December 31,2009


2008


2007Other income (expense)Realized (losses) gains

$
1,939


$
120,573


$
(101,495
)Unrealized gains (losses)


(25,458
)


(24,541
)


(2,470
)Amortization of commodity derivative premiums










(2,263
)Total: gain (loss) on derivative instruments

$
(23,519
)

$
96,032


$
(106,228
)   Credit Risk
    and Contingent Features in Derivative
    Instruments
   F-49




---



##### Table of Contents



Note 11 
    Fair Value
    Measurements  , Fair Value Measurements and Disclosures
      
    Level 1  Quoted prices in active markets for
    identical assets or liabilities.
    Level 2  Quoted prices in active markets for
    similar assets and liabilities, quoted prices for identical or
    similar instruments in markets that are not active and
    model-derived valuations whose inputs are observable or whose
    significant value drivers are observable.
    Level 3  Significant inputs to the valuation
    model are unobservable.     F-50




---



##### Table of Contents



December 31,Description

Level 1


Level 2


Level 3


2008Assets:Current portion of commodity derivative assets

$



$
19,017


$



$
19,017Non-current portion of commodity derivative assets






18,114







18,114Total

$



$
37,131


$



$
37,131Liabilities:Current portion of commodity derivative liabilities

$



$
(1,141
)

$



$
(1,141
)Non-current portion of commodity derivative liabilities






(20,193
)






(20,193
)Total

$



$
(21,334
)

$



$
(21,334
)   Note 12 
    Commitments
    and Contingencies  CO2Take-or-Pay
    Agreements
  take-or-pay 2 2 2 2 take-or-pay 2
    Year

Commitments(millions)2009

$
8.42010


6.92011


5.02012


3.92013


3.8Thereafter


3.5Total

$
31.5   Operating
    Leases
  month-to-month
  2
 F-51




---



##### Table of Contents



Escrow
    Funding Agreement
    NNOG
    Purchase Options.
      McElmo


RatherfordAneth Unit


Creek Unit


UnitChevron Properties:Option 1 (100% Payout)


5.30%



1.50%



0.30%Option 2 (150% Payout)


5.30%



1.50%



0.30%Option 3 (200% Payout)


5.30%



1.50%



0.30%Total


15.90%



4.50%



0.90%   McElmo


RatherfordAneth Unit


Creek Unit


UnitExxonMobil Properties:Option 1 (100% Payout)


0.75%



6.00%



5.60%Option 2 (150% Payout)


0.75%



6.00%



5.60%Option 3 (200% Payout)


0.75%



6.00%



5.60%Total


2.25%



18.00%



16.80%  F-52




---



##### Table of Contents



Crude
    Production Purchase Agreement
  month-to-month right-of-way rights-of-way rights-of-way.
  Note 13 
    Oil And Gas
    Producing Activities    Period EndedSeptember 24,


December 31,2009


2008


2007Development costs

$
15,018


$
52,331


$
78,430Exploration


10



239



3,677Acquisitions:Proved


209



19,448



9,045Unproved


113



344



510Total

$
15,350


$
72,362


$
91,662     December 31,2008Proved oil and gas properties

$
348,058Unevaluated oil and gas properties, not subject to amortization


12,724Accumulated depletion, depreciation and amortization


(97,726
)Oil and gas properties, net

$
263,056   Note 14 
    Supplemental
    Oil and Gas Information (unaudited)  Oil and Gas
    Reserve Quantities:
   F-53




---



##### Table of Contents



(3)





OilOil


Gas


Equivilant(Bbl)


(Mcf)


(Boe)Proved reserves as of January 1, 2007:


92,301



51,761



100,928Production


(2,127
)


(3,175
)


(2,656
)Extensions, discoveries and other additions


208



611



310Improved recovery


2,427



635



2,533Revisions of previous estimates (1)


(14,239
)


(25,351
)


(18,464
)Proved reserves as of December 31, 2007:


78,570



24,481



82,651Purchases of minerals in place


212



3,240



752Production


(2,049
)


(4,029
)


(2,721
)Extensions, discoveries and other additions


12







12Revisions of previous estimates (2)


(30,375
)


(5,911
)


(31,360
)Proved reserves as of December 31, 2008:


46,370



17,781



49,334Production


(1,464
)


(2,971
)


(1,959
)Extensions, discoveries and other additions


3,154



17,113



6,007Revisions of previous estimates (2)


23,881



20,278



27,261Proved reserves as of September 24, 2009


71,941



52,201



80,643Proved developed reserves:As of December 31, 2007


40,481



22,135



44,170As of December 31, 2008


28,760



17,949



31,751As of September 24, 2009


46,105



17,675



49,050     1)
    
    The oil revision is due to a reduction in the anticipated
    performance of the Aneth field, Aneth drilling program and the
    tertiary recovery, all amounting to approximately 35% of the
    total. The majority of the remaining oil revision and the gas
    revision are attributable to performance of the Wyoming
    properties, all of which are partially offset by an increase in
    product pricing.2)
    
    The oil and gas revisions are attributable to the changes in
    prices of oil and gas.3)
    
    Includes NGL volumes.  Standardized
    Measure of Discounted Future Net Cash Flows Relating to Proved
    Oil and Gas Reserves:
        1)
    Estimates were made of quantities of proved reserves and future
    periods during which they are expected to be produced based on
    year-end economic conditions.2)
    The estimated future cash flows was compiled by applying
    year-end prices of crude oil and gas relating to Resolutes
    proved reserves to the year-end quantities of those reserves. F-54




---



##### Table of Contents



3)
    The future cash flows were reduced by estimated production
    costs, costs to develop and produce the proved reserves and
    abandonment costs, all based on year-end economic conditions.4)
    Future income tax expenses were based on year-end statutory tax
    rates giving effect to the remaining tax basis in the oil and
    gas properties, other deductions, credits and allowances
    relating to Predecessor Resolutes proved oil and natural
    gas reserves.5)
    Future net cash flows were discounted to present value by
    applying a discount rate of 10%.    Extractive Activities  Oil and Gas
  Period Ended


December 31,September 24, 2009


2008


2007(in thousands)Future cash inflows

$
4,476,000


$
1,821,000


$
7,040,000Future production costs


(1,663,000
)


(994,000
)


(2,282,000
)Future development costs


(555,000
)


(265,000
)


(561,000
)Future income taxes (1)


(10,000
)


(4,000
)


(70,000
)Future net cash flows


2,248,000



558,000



4,127,00010% annual discount for estimating timing of cash flows


(1,462,000
)


(310,000
)


(2,501,000
)Standardized measure of discounted future net cash flows

$
786,000


$
248,000


$
1,626,000     (1)
    
    Future income taxes are related to RWIs oil and gas
    properties. Aneth is a pass through entity, therefore, there are
    no future income taxes associated with its oil and gas
    properties.    September 24,


December 31,2009


2008


2007(in thousands)Standardized measure, beginning of year

$
248,000


$
1,626,000


$
1,235,000Sales of oil and gas produced, net of production costs


(33,000
)


(147,000
)


(99,000
)Net changes in prices and production costs


319,000



(1,432,000
)


711,000Extensions, discoveries and other, including infill reserves in
    an existing proved field, net of production costs


8,000







7,000Improved recoveries










52,000Purchase of minerals in place






24,000



Previously estimated development cost incurred during the year


12,000



45,000



88,000Changes in estimated future development costs


(151,000
)


163,000



(222,000
)Revisions of previous quantity estimates


352,000



(230,000
)


(419,000
)Accretion of discount


18,000



164,000



123,000Net change in income taxes


(3,000
)


35,000



88,000Changes in timing and other


16,000







62,000Standardized measure, end of period

$
786,000


$
248,000


$
1,626,000  F-55