8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported) June 4, 2012

Matador Resources Company

(Exact name of registrant as specified in its charter)

Texas	001-35410	27-4662601
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5400 LBJ Freeway, Suite 1500, Dallas, Texas	75240
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (972) 371-5200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

Matador Resources Company (the “Company”) expects to make presentations concerning its business to potential investors. The materials to be utilized during the presentations (the “Materials”) are furnished as Exhibit 99.1 hereto and incorporated herein by reference. The Materials include information regarding the quarter ended March 31, 2012.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), unless specifically identified therein as being incorporated therein by reference.

In the Materials, the Company has included as “non-GAAP financial measures,” as defined in Item 10 of Regulation S-K of the Exchange Act, earnings before interest expense, income taxes, depletion, depreciation and amortization, accretion of asset retirement obligations, property impairments, unrealized derivative gains and losses, non-recurring income and expenses and non-cash stock-based compensation expense, including stock option and grant expense and restricted stock expense (“Adjusted EBITDA”). In the Materials, the Company has provided reconciliations of the non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with generally-accepted accounting principles (“GAAP”) in the United States. In addition, in the Materials the Company has provided the reasons why the Company believes those non-GAAP financial measures provide useful information to the investors.

Item 7.01 Regulation FD Disclosure.

Attached hereto as Exhibit 99.1 are the Materials to be used by the Company in making presentations concerning its business to potential investors.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act and will not be incorporated by reference into any filing under the Securities Act unless specifically identified therein as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Presentation Materials.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MATADOR RESOURCES COMPANY
Date: June 4, 2012	By:		/s/ David E. Lancaster
		Name:	David E. Lancaster
		Title:	Executive Vice President, Chief Operating Officer and Chief Financial Officer

Exhibit Index

Exhibit No.	Description of Exhibit
99.1	Presentation Materials.

EX-99.1

Investor Presentation

June

2012

Exhibit 99.1

1

Forward-Looking Statements

This

presentation

and

statements

made

by

representatives

of

Matador

Resources

Company

(“Matador”

or

the

“Company”)

during

the

course

of this presentation include “forward-looking

statements”

within

the

meaning

of

Section

27A

of

the

Securities Act of 1933, as amended, and

Section 21E of the

Securities

Exchange

Act

of

1934,

as

amended.

“Forward-looking

statements”

are

statements

related

to

future, not past,

events. Forward-looking

statements

are

based

on

current

expectations

and

include

any

statement

that

does

not

directly

relate to a current or

historical fact.  In this context, forward-looking statements often address expected future business and financial performance, and often

contain words such as “could,”

“believe,”

“would,”

“anticipate,”

“intend,”

“estimate,”

“expect,”

“may,”

“should,”

“continue,”

“plan,”

“predict,”

“potential,”

“project”

and similar expressions that are intended to identify forward-looking statements, although not all forward-looking

statements contain such identifying words. Actual results and future events could differ materially from those anticipated in such statements.

These forward-looking statements involve certain risks and uncertainties and ultimately may not prove to be accurate, including, but not

limited to, the following risks related to our financial  and operational performance: general economic conditions; Matador’s ability to execute

its business plan, including the success of its drilling

program;

changes

in

oil,

natural

gas

and

natural

gas

liquids

prices

and

the

demand for

oil, natural gas and natural gas liquids; our ability to replace

reserves and efficiently develop our current reserves; our costs of operations,

delays and other difficulties related to producing oil, natural

gas

and

natural

gas

liquids;

our

ability

to

make

acquisitions

on

economically

acceptable terms; availability of sufficient capital to Matador to execute its business plan, including from our future cash flows, increases in

our borrowing base and otherwise; weather and environmental conditions; and other important factors which could cause actual results to

differ materially from those anticipated or implied in the forward-looking statements. For further discussions of risks and uncertainties, you

should refer to Matador’s SEC filings, including

the

“Risk

Factors”

section

of

Matador’s Annual Report on Form 10-K for the year ended

December

31,

2011.

Matador

undertakes

no

obligation

and

does

not

intend

to

update

these

forward-looking

statements

to

reflect

events or

circumstances occurring after the date of this presentation, except as required by law. You are cautioned not to place undue reliance on

these forward-looking statements, which speak only as of the date of this presentation. All forward-looking statements are qualified in their

entirety by this cautionary statement.

2

Company Overview

Completed IPO of 14,883,334 shares (12,209,167 primary) including overallotment at $12.00/share in March 2012

Exchange: Ticker

NYSE: MTDR

Shares Outstanding

55.51 million common shares

Share Price as of May 31, 2012

$10.05/share

Market Capitalization as of May 31, 2012

$557.9 million

2012 Guidance Summary

2012 Estimated Capital Spending

$313 million

2012 Estimated Total Oil Production

1.4 to 1.5 million barrels

2012 Estimated Exit Rate for Oil Production

5,000 to 5,500 barrels per day

2012 Estimated Total Natural Gas Production

12.5 to 13.5 billion cubic feet

Matador Oil Facts

3

94% of 2012E capital expenditure program focused on oil and

liquids exploration and development in South Texas

First quarter 2012 oil production of approximately 200,000 barrels is

more than all oil produced in 2011 and 2010 combined

Anticipate oil production to constitute 35% to 40% of total

production volume and oil revenues to constitute 75% to 80% of

total oil and natural gas revenues in 2012

Oil production has increased ten-fold year-over-year at March 31,

2012 and is expected to increase approximately ten-fold during 2012

as compared to 2011

Founded by Joe Foran in 1983

Foran Oil funded with $270,000 in

contributed capital from 17 friends and 

family members

Rolled into Matador Petroleum Corporation 

in 1988

Grown primarily through acquire and exploit

strategy

Delivered 21% average annual rate of

return over 15 years

Sold

to

Tom

Brown,

Inc.

(1)

in

June

2003

for

an enterprise value of $388 million in an all-

cash transaction

Foran Oil & Matador Petroleum

4

Matador History

Matador Resources Company

Founded by Joe Foran in 2003

Attracted start-up capital from long-time

shareholders; diverse and unique shareholder

group including over 400 friends and neighbors

Proven management, technical team and

Board of Directors

Grown entirely through drill bit, with focus on

unconventional reservoir plays

Chesapeake transaction and strong science

and technical teams enabled the strategic

transition to the Eagle Ford play

Strong growth since 2008 and 2009

Daily

production

has

increased

over

4x

(2)

Proved

reserves

have

increased

9x

(3)

Adjusted

EBITDA

(4)

has

more

than

tripled

(5)

Predecessor Entities

Matador Today

(1)

Tom Brown purchased by Encana in 2004

(2)

Year ended December 31, 2011 compared to year ended December 31, 2008

(3)

At December 31, 2011 as compared to at December 31, 2008

(4)

Adjusted EBITDA is a non-GAAP financial measure. For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to our net income (loss) and net cash provided by operating activities, see slide 19

(5)

Year ended December 31, 2011 compared to year ended December 31, 2009

A Year of Growth

5

(1)

(1)   Adjusted EBITDA is a non-GAAP financial measure. For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to our net income (loss) and net cash provided by operating activities, see slide 19

6

Financial Performance: Proven Management Team

Oil and Natural Gas Revenues

($ in mm)

Total

Realized

Revenues

(2)

($ in mm)

Adjusted

EBITDA

(1)

($ in mm)

Average Daily Production

(MMcfe/d)

20.5

37.8

48.1

0.0

5.0

10.0

15.0

20.0

25.0

30.0

35.0

40.0

45.0

50.0

1Q10

1Q11

1Q12

$9.5

$15.5

$32.2

$0.0

$5.0

$10.0

$15.0

$20.0

$25.0

$30.0

$35.0

1Q10

1Q11

1Q12

$9.2

$13.7

$29.2

$0.0

$5.0

$10.0

$15.0

$20.0

$25.0

$30.0

1Q10

1Q11

1Q12

$6.1

$10.1

$21.3

$0.0

$5.0

$10.0

$15.0

$20.0

$25.0

1Q10

1Q11

1Q12

(1)

Adjusted EBITDA is a non-GAAP financial measure. For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to our net income (loss) and net cash provided by operating activities, see slide 19

(2)

Includes realized gain on derivatives

Liquids Focused CapEx in 2012E

Commentary

7

Approximately 88% of 2012E

capital budget focused on

Eagle Ford (84%) and

Austin Chalk (4%)

Oil production up over ten-fold

year-over-year at March 31,

2012

Oil production expected to

increase nearly 10x in 2012

All 2012 Eagle Ford and

Austin Chalk drilling locations

targeting oil and liquids

Only 14% of our identified

Eagle Ford and 5% of our

identified Haynesville

locations expected to be

drilled in 2012

Q1 2012 oil production

approximately 200,000 barrels

Strong Growth Profile Focused on Liquids

Oil Production Growth Over Time (Bbl/d)

2012 Anticipated Drilling

2012E CapEx

Gross Wells

Net Wells

(in millions)

Total

Total

%

Total

%

South Texas

Eagle Ford

28.0

25.6

86.8%

$257.2

82.2%

Austin Chalk

2.0

2.0

6.8%

$11.3

3.6%

Area Total

30.0

27.6

93.6%

$268.5

85.8%

NW LA / E Texas

Haynesville

25.0

1.5

5.1%

$13.5

4.3%

Cotton Valley

-

-

-

-

-

Area Total

25.0

1.5

5.1%

$13.5

4.3%

SW WY, NE UT, SE ID

1.0

0.4

1.3%

$2.5

0.8%

Other

-

-

-

$28.5

9.1%

Total

56.0

29.5

100.0%

$313.0

100.0%

Leverage to Eagle Ford (Net Eagle Ford Acres / EV)

(Net Acres / $mm)

8

Leading Eagle Ford Exposure

Matador offers significant leverage

and focus to the Eagle Ford

Approximately 90% of Eagle Ford

acreage is in the prospective oil

and liquids window

All 2012E Eagle Ford drilling

focused in the prospective oil and

liquids window

84% of 2012 estimated CapEx

allocated to Eagle Ford

One rig running in the eastern and

one in the western portions of the

Eagle Ford play

Eagle Ford acreage well-

positioned throughout the play

2012E Capex

(1)

% Eagle Ford

53.2

50.1

45.1

44.1

36.6

30.7

28.5

23.7

21.5

19.0

17.1

11.0

10.1

6.8

4.5

SFY

MTDR

NFX

SM

FST

GDP

ROSE

PVA

CRZO

CHK

MHR

APA

PXD

PXP

APC

84%

48%

34%

N/A

N/A

N/A

78%

92%

N/A

N/A

62%

25%

73%

85%

5.2%

Note: Reflects companies with greater than 50 Bcfe of proved reserves. Data sourced from public filings; stock price data as of  May 31, 2012 close

(1)   Per operational guidance

9

San Antonio

Uvalde

Medina

Zavala

Frio

Dimmit

La Salle

Webb

Bexar

Atascosa

McMullen

Live Oak

Bee

Goliad

Dewitt

Gonzales

Wilson

COMBO LIQUIDS /

GAS FAIRWAY

DRY GAS FAIRWAY

OIL FAIRWAY

Eagle Ford and Austin Chalk Properties

GLASSCOCK (WINN) RANCH

8,891 gross / 8,891 net acres

EAGLE FORD WEST

14,242 gross / 11,380 net acres

EAGLE FORD EAST

7,569 gross / 6,172 net acres

EOG OPERATED, MTDR WI ~21%

18,998 gross / 3,709 net acres

Note: All acreage as of May 31, 2012

Affleck #1H

Northcut #1H, #2H

Martin Ranch #1H, #2H, #3H, #4H

#5H, #6H, #7H, #8H

JCM Jr. Minerals #1H

Sickenius #1H

Danysh #1H

Lewton #1H

EAGLE FORD ACREAGE TOTALS

49,700 gross / 30,152 net acres

Matador Resources Acreage

Matador Producing Wells

Highlights

10

Eagle Ford Properties are in Good Neighborhoods

MTDR acreage in counties

with robust transaction

activity –

“good

neighborhoods”

Transaction values ranging

from $10,000 to $30,000 per

acre

Our Eagle Ford position has

grown to over 30,000 net

acres

Acreage in both the eastern

and western areas of the

play

Approximately 90% of

acreage in prospective oil

and liquids windows

Acreage offers potential for

Austin Chalk, Buda, Pearsall

and other formations

Note: All Matador acreage as of May 31, 2012 and all other acreage based on public information

Frio

Medina

Bexar

Guadalupe

Gonzales

Atascosa

Bee

Goliad

Live Oak

Zavala

Wilson

Matador

Anadarko

EOG

Chesapeake

El Paso

Carrizo

Shell

Petrohawk/BHP

SM Energy

Pioneer

Marathon

TALISMAN

STATOIL / SM ENERGY

June 2011

+$14,000 / acre

SHELL / HARRISON RANCH

March 2010

~$10,000 / acre

TALISMAN

STATOIL / ENDURING

October 2010

+$13,000 / acre

CNOOC / CHESAPEAKE

October 2010

+$11,000 / acre

HUNT / MARUBENI

January 2012

+$20,000 / acre

MARATHON / HILCORP

June 2011

KKR / HILCORP

June 2010

~$10,000 / acre

MARATHON / PALOMA

May 2012

+$30,000 / acre

80% of Eagle Ford acreage HBP or not burdened with lease expirations before 2013

Good reputation with land and mineral owners

+$24,000

/

acre

11

San Antonio

Emerging Multi-Pay Area in Eagle Ford Oil Fairway and MTDR

Acreage

OIL FAIRWAY

OIL FAIRWAY

DRY GAS FAIRWAY

DRY GAS FAIRWAY

Note: All acreage as of May 31, 2012

Matador Resources Acreage

Multi-Pay Fairway

with Eagle Ford, Pearsall, Austin Chalk and Buda potential

12

South Texas Multi-Pay Petroleum Systems:

Petroleum Charge focus towards Glasscock Ranch

Note: Information for Pearsall Oil Field sourced from public information

Redhawk

Area

Note: All acreage as of May 31, 2012

Olmos/Navarro

Austin Chalk

Edwards

Oil

and

Gas

Fields:

Buda

Wilcox

Matador Resources Acreage

13

Multi-Pay Fairway: Productive and Prospective Pay Zones

Historic Conventional Zones

Olmos-Navarro

–

Gas and oil fields in shallow section

Austin

–

Upper Austin horizontal drilling

–

Fractured reservoir

Buda

–

Primarily productive on structure

–

Fractured reservoir

Edwards

–

Productive on structure

“New”

Unconventional Zones

“Chalkleford”

(Eagle Ford / Austin Chalk transition zone)

–

Recent results in Pearsall Field from other operators are positive

Eagle Ford

–

Lower costs combined with better completion techniques have improved initial

results in northern oil window

Horizontal Buda Drilling

–

Exploratory play developing to exploit fracturing within the Buda both on and

off structure

Pearsall Shale

–

Exploratory play, initial test wells now being drilled

Austin Chalk

Eagle Ford

Buda

Georgetown

Del Rio

Edwards

Glen Rose

Rodessa

Pearsall

Sligo

Olmos

Navarro

ANCC

14

Hedging Profile

Oil Hedges

2012

2013

Total Volume Hedged by Ceiling (Bbl)

1,180,000

1,260,000

Weighted Average Price ($ / Bbl)

$109.84

$110.26

Total Volume Hedged by Floor (Bbl)

1,180,000

1,260,000

Weighted Average Price ($ / Bbl)

$90.51

$87.14

Natural Gas Hedges

2012

2013

Total Volume Hedged by Ceiling (Bcf)

7.20

1.05

Weighted Average Price ($ / MMBtu)

$5.78

$5.75

Total Volume Hedged by Floor (Bcf)

7.20

1.05

Weighted Average Price ($ / MMBtu)

$4.44

$4.50

Note: Total volumes hedged are over entire calendar year

15

Financial Flexibility

Plan to fund 2012 capital budget with a portion of IPO net proceeds, anticipated cash flows from

operations and available borrowings under credit facility

–

Two redeterminations available in 2012

–

Have met with banks to discuss expanding the bank group and to confirm expectations on future

borrowing base increases

Borrowing base of $125 million, based on February 2012 redetermination

–

22% of current market capitalization

–

Oil production base expected to increase nearly ten-fold in 2012

$45 million in debt outstanding as of May 31, 2012

(1)    As of May 31, 2012 close

Intend to seek redeterminationsof borrowing base as a result of any increases in oil and natural gas

proved reserves during the year

(1)

Liquids Focused CapEx in 2012E

Commentary

Oil Production Growth Over Time (Bbl/d)

16

Approximately 88% of 2012E

capital budget focused on

Eagle Ford (84%) and

Austin Chalk (4%)

Oil production up over ten-fold

year-over-year at March 31,

2012

Oil production expected to

increase nearly 10x in 2012

All 2012 Eagle Ford and

Austin Chalk drilling locations

targeting oil and liquids

Only 14% of our identified

Eagle Ford and 5% of our

identified Haynesville

locations expected to be

drilled in 2012

Q1 2012 oil production

approximately 200,000 barrels

Strong Growth Profile Focused on Liquids

2012 Anticipated Drilling

2012E CapEx

Gross Wells

Net Wells

(in millions)

Total

Total

%

Total

%

South Texas

Eagle Ford

28.0

25.6

86.8%

$257.2

82.2%

Austin Chalk

2.0

2.0

6.8%

$11.3

3.6%

Area Total

30.0

27.6

93.6%

$268.5

85.8%

NW LA / E Texas

Haynesville

25.0

1.5

5.1%

$13.5

4.3%

Cotton Valley

-

-

-

-

-

Area Total

25.0

1.5

5.1%

$13.5

4.3%

SW WY, NE UT, SE ID

1.0

0.4

1.3%

$2.5

0.8%

Other

-

-

-

$28.5

9.1%

Total

56.0

29.5

100.0%

$313.0

100.0%

17

Investment Highlights

Strong Growth Profile with Increasing Focus on Oil / Liquids

High Quality Asset Base in Attractive Areas

Significant Multi-year Drilling Inventory

Strong Financial Position and Long-Term Institutional, Industry and Individual

Shareholders

Proven Management and Technical Team and Active Board of Directors

Low Cost Operations

Active Exploration Effort Using Science and Technology

Appendix

19

Adjusted EBITDA Reconciliation

The following table presents our calculation of Adjusted EBITDA and reconciliation of Adjusted EBITDA to the GAAP financial measures of net income

(loss) and net cash provided by operating activities, respectively.

We believe Adjusted EBITDA helps us evaluate our operating performance and compare our results of operation from period to period without regard to our financing

methods or capital structure. We define Adjusted EBITDA as earnings before interest expense, income taxes, depletion, depreciation and amortization, accretion of asset

retirement obligations, property impairments, unrealized derivative gains and losses, non-recurring income and expenses and non-cash stock-based compensation expense,

including stock option and grant expense and restricted stock expense. Adjusted EBITDA is not a measure of net income (loss) or cash flows as determined by GAAP.

Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income or cash flows from operating activities as determined in accordance with

GAAP or as an indicator of our operating performance or liquidity.

Year Ended December 31,

(In thousands)

2008

2009

2010

2011

2010

2011

2012

Unaudited Adjusted EBITDA reconciliation to Net Income (Loss):

Net income (loss)

$103,878

($14,425)

$6,377

($10,309)

$5,676

($27,596)

$3,801

Interest expense

-

-

3

683

-

106

308

Total income tax provision (benefit)

20,023

(9,925)

3,521

(5,521)

2,975

(6,906)

3,064

Depletion, depreciation and amortization

12,127

10,743

15,596

31,754

3,362

7,111

11,205

Accretion of asset retirement obligations

92

137

155

209

38

39

53

Full-cost ceiling impairment

22,195

25,244

-

35,673

-

35,673

-

Unrealized (gain) loss on derivatives

(3,592)

2,375

(3,139)

(5,138)

(6,093)

1,668

3,270

Stock option and grant expense

605

622

824

2,362

180

42

(374)

Restricted stock grants

60

34

74

44

6

11

11

Net (gain) loss on asset sales and inventory impairment

(136,977)

379

224

154

-

-

-

Adjusted EBITDA

$18,411

$15,184

$23,635

$49,911

$6,142

$10,148

$21,338

Year Ended December 31,

(In thousands)

2008

2009

2010

2011

2010

2011

2012

Unaudited Adjusted EBITDA reconciliation to Net Cash Provided

by Operating Activities:

Net cash provided by operating activities

$25,851

$1,791

$27,273

$61,868

$9,101

$12,732

$5,110

Net change in operating assets and liabilities

(17,888)

15,717

(2,230)

(12,594)

(2,959)

(2,690)

15,920

Interest expense

-

-

3

683

-

106

308

Current income tax provision (benefit)

10,448

(2,324)

(1,411)

(46)

-

-

-

Adjusted EBITDA

$18,411

$15,184

$23,635

$49,911

$6,142

$10,148

$21,338

Three Months Ended March 31,

Three Months Ended March 31,

Board

of

Directors

and

Special

Board

Advisors

–

Expertise

and

Stewardship

20

Board Members

and Advisors

Professional Experience

Business Expertise

Charles L. Gummer

Director

-

Former

Chairman,

President

and

CEO,

Comerica

Bank

–

Texas

Banking

Dr. Stephen A. Holditch

Director

-

Professor and Former Head of the Department of Petroleum

Engineering, Texas A&M University

-

Founder / President S.A. Holditch & Associates

-

Past President of Society of Petroleum Engineers

Oil & Gas Operations

David M. Laney

Director

-

Past Chairman, Amtrak Board of Directors

-

Former Partner, Jackson Walker LLP

Law

Gregory E. Mitchell

Director

-

President / CEO, Toot’n Totum Food Stores

Petroleum Retailing

Dr. Steven W. Ohnimus

Director

-

Retired VP and General Manager, Unocal Indonesia

Oil & Gas Operations

Michael C. Ryan

Director

-

Partner, Berens Capital Management

International Business and

Finance

Margaret B. Shannon

Director

-

Retired VP and General Counsel, BJ Services Co.

-

Former Partner, Andrews Kurth LLP

Law and

Corporate Governance

Marlan W. Downey

Special Board Advisor

-

Retired President, ARCO International

-

Former President, Shell Pecten International

-

Past President of American Association of Petroleum Geologists

Oil & Gas Exploration

Edward R. Scott, Jr.

Special Board Advisor

-

Former Chairman, Amarillo Economic Development Corporation

-

Law Firm of Gibson, Ochsner & Adkins

Law, Accounting and

Real Estate Development

W.J. “Jack”

Sleeper, Jr.

Special Board Advisor

-

Retired President, DeGolyer and MacNaughton (Worldwide

Petroleum Consultants)

Oil & Gas Executive

Management

Proven Management Team –

Experienced Leadership

21

Management Team

Background and Prior Affiliations

Industry

Experience

Matador

Experience

Joseph Wm. Foran

Founder, Chairman and CEO

-

Matador Petroleum Corporation, Foran Oil Company,

J Cleo Thompson Jr. and Thompson Petroleum Corp.

32 years

Since Inception

David E. Lancaster

EVP, COO and CFO

-

Schlumberger, S.A. Holditch & Associates, Inc., Diamond

Shamrock

33 years

Since 2003

Matthew V. Hairford

EVP, Operations

-

Samson, Sonat, Conoco

28 years

Since 2004

Wade I. Massad

EVP, Capital Markets

-

Cleveland Capital Management, LLC, KeyBanc Capital

Markets, RBC Capital Markets

23 years

Since 2010

David F. Nicklin

Executive Director, Exploration

-

ARCO, Senior Geological Assignments in UK, Angola,

Norway and the Middle East

41 years

Since 2007

Scott E. King

Co-Founder, VP, Geophysics

and New Ventures

-

Matador Petroleum Corporation, Enserch, BP, Sohio

29 years

Since Inception

Bradley M. Robinson

VP, Reservoir Engineering

-

Schlumberger, S.A. Holditch & Associates, Inc.,

Marathon

35 years

Since Inception

Kathryn L. Wayne

Controller and Treasurer

-

Matador Petroleum Corporation, Mobil

28 years

Since Inception

22

Daily Production

(1)

48.1 MMcfe/d

Oil Production (% total)

2,200 Bbl/d (27%)

Proved Reserves @ 3/31/12

203.1 Bcfe

% Proved Developed

36%

% Oil

17% (and growing)

2012E CapEx

$313 million

% Eagle Ford

84%

% Oil and Liquids

94%

2012E Anticipated Drilling

29.5 net wells

Eagle Ford / Austin Chalk

27.6 net wells

Haynesville

1.5 net wells

Gross Acreage

(2)

199,350 acres

Net Acreage

(2)

164,082 acres

Identified Drilling Locations

(3)

793 gross / 308 net

Eagle Ford / Austin Chalk

(3)

209 gross / 169 net

Haynesville / Cotton Valley

(3)

584 gross / 139 net

(1)

Average daily production for the three months ended March 31, 2012

(2)

As of May 31, 2012

(3)

As of December 31, 2011

Matador Resources Snapshot

23

Eagle Ford and Austin Chalk Overview

Acreage positioned in some of the

most active counties for Eagle Ford

and Austin Chalk (including

“Chalkleford”)

Two rigs running, primarily focused on

oil and liquids

94%

(6)

of 2012E capital expenditure

program focused on oil and liquids

exploration and development

Drilling locations are based on 120

acre spacing

Anticipate oil production to constitute

approx. 35-40% of total production

volume and oil revenues to constitute

approx. 75-80% of total oil and natural

gas revenues in 2012

Proved Reserves @ 3/31/12

6.8 MMBoe

% Proved Developed

46.6%

% Oil / Liquids

81.9%

Daily Oil Production

(1)

2,129 Bbl/d

Gross Acres

(2)

49,700 acres

Net Acres

(2)

30,152 acres

Eagle Ford

(2)(3)

30,152 acres

Austin Chalk

(2)(3)

17,343 acres

Identified Drilling Locations

(4)

169 net

2012E Anticipated Drilling

27.6 net wells

2012E CapEx Budget

$268.5 million

% HBP or no short term expirations

(5)

~80%

(1)

Average daily oil production for the three months ended March 31, 2012

(2)

As of May 31, 2012

(3)

Some of the same leases cover the net acres shown for Eagle Ford and Austin Chalk. Therefore, the sum for both formations is not

equal to the total net acreage

(4)

As of December 31, 2011

(5)

80% of Eagle Ford acreage HBP or not burdened with lease expirations before 2013

(6)

Calculated as percent of anticipated CapEx focused on oil weighted Eagle Ford and Austin Chalk drilling and acreage and includes

$20 million to acquire oil prospective acreage in New Mexico and West Texas

24

Northwest Louisiana / East Texas Properties Overview

Proved Reserves @ 3/31/12

161.4 Bcfe

% Proved Developed

36.4%

% Natural Gas

99.8%

Daily Production

(1)

32.6 MMcfe/d

Gross Acres

(2)

28,341 acres

Net Acres

(2)

25,070 acres

Haynesville

(2)(3)

14,220 acres

Cotton Valley

(2)(3)

22,479 acres

Identified Drilling Locations

(4)

139 net wells

2012E Anticipated Drilling

1.5 net wells

2012E CapEx Budget

$13.5 million

% HBP

~95%

(1)

Average daily production for the three months ended March 31, 2012

(2)

As of May 31, 2012

(3)

Some of the same leases cover the net acres shown for Haynesville and Cotton Valley. Therefore, the sum for both

formations is not equal to the total net acreage

(4)

As of December 31, 2011

Participated in 118 operated and non-operated

Haynesville wells at March 31, 2012

Haynesville proved reserves grew from zero at year

end 2008 to 148.2 Bcfe at March 31, 2012

LA Wildlife H#1 and Williams 17 H#1 operated wells

produced approximately 3.4 Bcfe (9.3 MMcfe/d) and

1.83 Bcfe (6.7 MMcfe/d) in their first 12 and 9

months, respectively

Note: Matador operates two sections, including the LA Wildlife and the BLM sections, in Tier 1; all other acreage in Tier 1 is non-operated

TignerWalker H#1 Alt (CV)

LA Wildlife H#1 Alt. (HV)

Williams 17 H#1 (HV)

Highlights

25

Haynesville Positioning

Approximately 12,500 gross and

5,800 net acres in Haynesville

Tier 1 core area

Almost all Tier 1 core acreage is

HBP, as is approximately 95% of

all prospective Haynesville

acreage –

provides “natural gas

bank”

for future development

MTDR active as both operator

and non-operator in Haynesville

play

Approximately 1,700 net acres

with Bossier potential

Haynesville acreage also

prospective for shallower targets

–

Cotton Valley, Hosston –

in

many areas

Approximately 10,000 net HBP

acres prospective for Cotton

Valley Horizontal play at Elm

Grove / Caspiana

Note: Matador operates two sections, including the LA Wildlife and the BLM sections, in Tier 1; all other acreage in Tier 1 is non-operated.

Note: All acreage as of May 31, 2012

Tigner

Walker H#1 Alt (CV)

LA Wildlife H#1 Alt. (HV)

Williams 17 H#1 (HV)

Business Strategy to Deliver Growth and Value

26

Exploration and Development

Dedicating

approximately

94%

(1)

of

2012E

CapEx

to

oil

and

liquids

opportunities

Approximately 80% of Eagle Ford and approximately 95% of Haynesville acreage either HBP or

not burdened by near-term lease expirations

Balanced Portfolio

Growing Eagle Ford contributes to a diversified portfolio mix between oil and natural gas

Active,

ongoing

exploration

effort

continues

to

identify

new

oil

prospects

and

opportunities

Pursue Opportunistic Acquisitions

Ability to identify high return, operated opportunities at attractive prices

History of significant acquisitions and joint ventures

Maintain Financial Discipline

Keep balance sheet strong and control expenses

Work with industry participants to control costs for non-operated properties

Leverage Industry Relationships

Leverage expertise of our industry partners, exchange data and information and build upon

existing relationships

Continue active participation in industry consortia and professional societies

Build Upon Director and Management Team Experience and Success in Unconventional

Plays

(1)

Calculated as percent of anticipated CapEx focused on oil weighted Eagle Ford and Austin Chalk drilling and acreage and includes $20 million to acquire oil prospective acreage in New Mexico and West Texas

27

Matador Today

Gross Acres

(1)(2)

110,595 acres

Net Acres

(1)(2)

104,143 acres

2012E CapEx Budget

$2.5 million

Matador Today

Gross Acres

(1)(3)

10,714 acres

Net Acres

(1)(3)

4,717 acres

Wyoming, Utah and Idaho (Meade Peak Shale)

Option Value in Large Unevaluated Acreage Positions

Initial test well drilled and cored through the Meade Peak

shale

Detailed petrophysical and rock properties testing in

progress

Carried participation interest provided by an affiliate of

Alliance Bernstein

Foothold of existing production and reserves

Budgeted $20 million in 2012 to acquire acreage in oil-

focused opportunities

Southeast New Mexico / West Texas

(1)

As of May 31, 2012

(2)

While we and our partners continue to evaluate the results from the initial test well and plan for its completion and further testing, we expect a significant portion of our acreage will be allowed  to expire during 2012

(3)

We believe approximately 8,000 gross and 2,000 net acres are no longer prospective, and we plan to let them expire without drilling during 2012

28

Selected Historical Financials

(Revenues and Adjusted EBITDA in millions)

Year Ended December 31,

Three Months Ended March 31,

2009

2010

2011

2011

2012

Production Summary

Oil Production (MBbls)

30.0

33.0

154.0

19.0

200.0

Gas Production (Bcf)

4.8

8.4

14.5

3.3

3.2

Total Production (Bcfe)

5.0

8.6

15.4

3.4

4.4

Realized Prices (Including hedges)

Oil ($/ Bbl)

$57.72

$76.39

$93.80

$89.11

$107.57

Natural Gas ($/ Mcf)

$5.17

$4.38

$4.11

$4.22

$3.36

Revenues

Oil and Gas Production Revenues

$19.0

$34.0

$67.0

$13.7

$29.2

Realized Oil & Gas Hedging Gain / (Loss)

7.6

5.3

7.1

1.8

3.1

Unrealized Oil & Gas Hedging Gain / (Loss)

(2.4)

3.1

5.1

(1.7)

(3.3)

Total Revenues

$24.3

$42.5

$79.2

$13.9

$29.0

Operating Expenses ($/ Mcfe)

Lease Operating

$0.94

$0.61

$0.47

$0.47

$1.06

Production Taxes and Marketing

0.22

0.23

0.41

0.38

0.49

General and Administrative

1.42

1.13

0.87

0.77

0.87

Total Expenses

$2.58

$1.97

$1.75

$1.62

$2.42

Adjusted EBITDA

(1)

$15.2

$23.6

$49.9

$10.1

$21.3

(1)

Adjusted EBITDA is a non-GAAP financial measure. For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to our net income (loss) and net cash provided by operating activities, see slide 19

29

Investment Highlights

Strong Growth Profile with Increasing Focus on Oil / Liquids

Oil production up almost five-fold in 2011 and projected to increase nearly ten-fold in 2012

94%

(1)

of

2012E

capital

expenditure

program

focused

on

oil

and

liquids

exploration

and

development

High Quality Asset Base in Attractive Areas

Eagle Ford provides immediate oil-weighted value and upside

Other key assets provide long-term option value on natural gas, with Haynesville, Bossier and Cotton

Valley assets all essentially HBP

Significant Multi-year Drilling Inventory

Strong Financial Position and Long-Term Institutional, Industry and Individual Shareholders

Proven Management, Technical Team and Active Board of Directors

Management averaging over 25 years of industry experience

Board with extensive industry experience and expertise as well as significant company ownership

Strong record of stewardship for over 28 years

Active Exploration Effort Using Science and Technology

Ongoing pipeline of new oil and natural gas opportunities, with strong emphasis on science and

technology to create value

(1)

Calculated as percent of anticipated CapEx focused on oil weighted Eagle Ford and Austin Chalk drilling and acreage and includes $20 million to acquire oil prospective acreage in New Mexico and West Texas

Diversified Investor Composition

30

Given management’s significant equity position, interests are well aligned with public shareholders

Unique and diverse investor base includes institutional and industry shareholders with significant

experience investing in the oil and gas sector

Most initial capital was provided by investor base of predecessor company, Matador Petroleum

Corporation

99.2% of shares outside the public float locked-up for 180 days following February 1, 2012

Management

13%

of shares

(1)

Legacy Shareholders

60%

of shares

(1)

Public Float

27%

of shares

(2)

(1)    Approximate ownership at the time of the IPO

(2)    Public Float percentage also includes shares purchased by Management and Legacy Shareholders on or after the IPO

Matador Resources Company (“MTDR”)

31