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) August 27, 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 June 30, 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, certain other non-cash items and non-cash stock-based compensation expense, including stock option and grant expense and restricted stock and restricted stock units expense, and net gain or loss on asset sales and inventory impairment (“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: August 27, 2012	By:	/s/ Joseph Wm. Foran
		Name: Joseph Wm. Foran
		Title:   Chairman, President & CEO

Exhibit Index

Exhibit No.	Description of Exhibit
99.1	Presentation Materials.

EX-99.1

Investor Presentation

Exhibit 99.1

August 2012

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, joint venture partners 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

Exchange: Ticker

NYSE: MTDR

Shares Outstanding

55.50 million common shares

Share Price as of August 22, 2012

$10.40/share

Market Capitalization as of August 22, 2012

$577.2 million

2012 Guidance Summary (updated as of August 14, 2012)

2012 Estimated Capital Spending

$313 million

2012 Estimated Total Oil Production

1.2 to 1.4 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

Completed

IPO

of

14,883,334

shares

(12,209,167

primary)

including

overallotment

at

$12.00/share

in

March

2012

Matador Oil Facts: Second Quarter 2012

3

On track to double Adjusted EBITDA

(1)

for the second year in a row

Record quarterly oil production of 285,000 Bbl, a sequential quarterly

increase of 43% from 200,000 Bbl produced in first quarter of 2012

Record six-month oil production of 485,000 Bbl, a year-over-year increase

of almost seven-fold from 70,000 Bbl produced in first half of 2011

Record average daily oil equivalent production of 8,738 BOE per day,

including 3,130 Bbl of oil per day and 33.6 MMcf of natural gas per day

Oil reserves of 6.7 million Bbl at June 30, 2012 up nearly 80% from 3.8

million Bbl at December 31, 2011

Second quarter oil production constitutes 36% of total production volume

and oil revenues constitute 82% of total oil and natural gas revenues

(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 23

Note:  Matador is a two-stream reporting company.  Its oil production and reserves volumes do not include Natural Gas Liquids (NGLs) volumes.

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

IPO in February 2012 (NYSE: MTDR)

Strong year-over-year growth

Daily

oil

production

increased

almost

six-fold

(2)

Proved

oil

reserves

increased

almost

eight-fold

(3)

Adjusted EBITDA

(4)

increased 82%

(2)

Predecessor Entities

Matador Today

(1)  Tom Brown purchased by Encana in 2004

(2)  Three months ended June 30, 2012 compared to three months ended June 30, 2011

(3)  At June 30, 2012 as compared to at June 30, 2011

(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 23

A Year of Growth

5

(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 23

AVERAGE DAILY OIL

TOTAL REALIZED

EQUIVALENT PRODUCTION

REVENUES

ADJUSTED EBITDA

(1)

(INCLUDING REALIZED GAIN ON DERIVATIVES)

$8.1

$18.4

$15.2

$23.6

$49.9

$21.3

$27.9

2007

2008

2009

2010

2011

2012

1Q

2012

2Q

$14.2

$29.3

$26.7

$39.3

$74.1

$32.2

$40.8

2007

2008

2009

2010

2011

2012

1Q

2012

2Q

911

1,506

2,285

3,926

7,048

8,023

8,738

2007

2008

2009

2010

2011

2012

1Q

2012

2Q

Year Ended December 31,

Year Ended December 31,

Year Ended December 31,

TOTAL OIL PRODUCTION

OIL BY VOLUME

OIL BY REVENUE

12%

12%

9%

7%

22%

74%

82%

2007

2008

2009

2010

2011

2012

1Q

2012

2Q

7%

7%

4%

2%

6%

27%

36%

2007

2008

2009

2010

2011

2012

1Q

2012

2Q

22

37

30

33

154

200

285

2007

2008

2009

2010

2011

2012

1Q

2012

2Q

Transition to Oil

6

Year Ended

December

31,

Year Ended

December

31,

Year Ended

December

31,

7

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

(BOE/d)

3,729

8,004

8,738

0

2,000

4,000

6,000

8,000

10,000

2Q10

2Q11

2Q12

$7.5

$20.9

$36.1

$0.0

$10.0

$20.0

$30.0

$40.0

2Q10

2Q11

2Q12

$5.2

$15.3

$27.9

$0.0

$5.0

$10.0

$15.0

$20.0

$25.0

$30.0

2Q10

2Q11

2Q12

$9.1

$21.8

$40.8

$0.0

$10.0

$20.0

$30.0

$40.0

$50.0

2Q10

2Q11

2Q12

CAGR: 119%

CAGR: 132%

CAGR: 112%

CAGR: 53%

(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 23

(2)  Includes realized gain on derivatives

Liquids Focused CapEx in 2012E

Commentary

Oil Production Growth Over Time (Bbl/d)

8

Strong Growth Profile Focused on Liquids

91

422

2,200

3,130

0

500

1,000

1,500

2,000

2,500

3,000

3,500

2010

2011

1Q 2012

2Q 2012

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%

Q2 2012 oil production

approximately 285,000 barrels

Six-month oil production of

485,000 Bbl up almost   

seven-fold year-over-year at

June 30, 2012

Approximately 88% of 2012E

capital budget focused on

Eagle Ford (84%) and

Austin Chalk (4%)

All 2012 Eagle Ford and

Austin Chalk drilling locations

targeting oil and liquids

Oil production expected to

increase 8x to 9x in 2012

2012E Capex

% Eagle Ford

48.7

46.9

45.6

45.3

37.5

33.1

25.4

23.5

22.2

20.0

13.9

9.8

9.5

6.3

3.9

SFY

SM

MTDR

NFX

FST

GDP

ROSE

PVA

CRZO

CHK

MHR

PXD

APA

PXP

APC

84%

48%

34%

N/A

N/A

N/A

78%

92%

N/A

N/A

62%

25%

73%

85%

5.2%

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

(Net Acres / $mm)

9

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

(1)

Note:  Reflects companies with greater than 50 Bcfe of proved reserves. Data sourced from public filings; stock price data as of  August 22, 2012 close

(1)  Per operational guidance

10

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

7,567 gross / 6,170 net acres

EOG OPERATED, MTDR WI ~21%

18,998 gross / 3,709 net acres

Note:  All acreage at June 30, 2012

EAGLE FORD ACREAGE TOTALS

49,698 gross / 30,150 net acres

Matador Resources Acreage

Karnes

Glasscock

Ranch

Shelton

Newman

ZLS

Martin Ranch

Northcut

Affleck

Troutt

Sutton

MRC/EOG

Pawelek

Danysh

Sickenius

Lyssy

Repka

RCT Wilson

Love

Cowey

Keseling

Finney

Lewton

Hennig

Nickel

Ranch

Highlights

11

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 at June 30, 2012 and all other acreage based on public information

Good reputation with land and mineral owners

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

Frio

Medina

Bexar

Guadalupe

Gonzales

Atascosa

Bee

Goliad

Live Oak

McMullen

La Salle

Zavala

Dimmit

Karnes

Wilson

Matador

Anadarko

EOG

Chesapeake

El Paso

Carrizo

Shell

Petrohawk/BHP

SM Energy

Pioneer

Marathon

Dewitt

OIL FAIRWAY

COMBO LIQUIDS /

GAS FAIRWAY

DRY GAS

FAIRWAY

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

+$24,000 / acre

KKR / HILCORP

June 2010

~$10,000 / acre

MARATHON / PALOMA

May 2012

+$30,000 / acre

12

San Antonio

Multi-Pay Fairway

with Eagle Ford, Pearsall, Austin Chalk and Buda potential

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 at June 30, 2012

Matador Resources Acreage

13

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 at June 30, 2012

Olmos/Navarro

Austin Chalk

Oil and Gas Fields:

Buda

Wilcox

Matador Resources Acreage

Edwards

14

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

15

Wolfbone Play in the Delaware Basin (West Texas)

Chesapeake Operated

IP’s: 260 –

750 Bbl/d

600 –

3,300 Mcf/d

Anadarko Operated

IP’s: 162 –

931 Bbl/d

466 –

2,400 Mcf/d

Energen Operated

IP’s: 117 –

902 Bbl/d

500 –

1,500 Mcf/d

Devon Operated

IP’s: 121 –725 Bbl/d

1,100 –

1,300 Mcf/d

Cimarex Operated

IP’s: 240 –608 Bbl/d

255 –

2,000 Mcf/d

Major Operator Index

Matador Resources

Anadarko Petroleum Corp.

Chesapeake Operating

Cimarex Energy

Clayton Williams Energy

Devon Energy Production

Energen Resources Corp.

Oxy USA Inc.

Matador Resources

~4,900 gross / ~2,900 net acres

Note:  As of August 23, 2012 and only wells with total depths greater than 7,000’ posted.  Third-party information from public sources.

16

Wolfbone Play in the Delaware Basin (West Texas) Stratigraphic Column

Avalon

Shale

Depth: 7,900’

–

8,300’

(Oil Window)

Density Porosity: 12-14%

Thickness: 300-500 ft.

Normal Pressure (0.45 psi/ft.)

Total Organic Carbon (TOC) 5-8%

XRD: 15-20% clay and 40-60% silica

IP: 100-270 Bbl/d   200-1,200 Mcf/d

Middle

Wolfcamp

Depth: 11,500’

–

12,000’

Thickness: 200-300 ft.

Total Organic Carbon (TOC) 2-4%

Density Porosity: 12-15%

Geopressure (0.7psi/ft.)

Upper

Wolfcamp

Depth: 10,500’

–

10,600’

(Oil Window)

Density Porosity: >10%

Gross Thickness: 280-350 ft.

IP: 121-900 Bbl/d   250-3,300 Mcf/d

Geopressure (0.7psi/ft.)

Horizontal Targets

1

st

2

nd

3

rd

Bone

Spring

Depth: 8,500’

–

10,600’

(Oil Window)

Density Porosity: >10%

Thickness: 10-100 ft.

Normal Pressure (0.45 psi/ft.)

IP: 10-600 Bbl/d   500-2,500 Mcf/d

Note:  Information from public sources

17

Hedging Profile

Oil Hedges (Costless Collars)

2H 2012

FY 2013

Total Volume Hedged by Ceiling (Bbl)

720,000

1,260,000

Weighted Average Price ($ / Bbl)

$110.31

$110.26

Total Volume Hedged by Floor (Bbl)

720,000

1,260,000

Weighted Average Price ($ / Bbl)

$90.83

$87.14

Natural Gas Hedges (Costless Collars)

2H 2012

FY 2013

Total Volume Hedged by Ceiling (Bcf)

4.62

2.25

Weighted Average Price ($ / MMBtu)

$5.30

$4.73

Total Volume Hedged by Floor (Bcf)

4.62

2.25

Weighted Average Price ($ / MMBtu)

$4.07

$3.73

Natural Gas Liquids (NGLs) Hedges (Swaps)

2H 2012

FY 2013

Total Volume Hedged (gal)

400,800

2,360,400

Weighted Average Price ($ / gal)

$0.74

$0.73

Net NGL production of 163 Bbl/d and 476 Bbl/d for the first quarter and second quarter of 2012 respectively.

Matador is negotiating a natural gas gathering, transportation and processing agreement, including firm

transportation and processing, for most of its operated natural gas production in South Texas.  Matador expects

to complete this agreement during the third quarter of 2012.

163

476

0

100

200

300

400

500

1Q 2012

2Q 2012

18

Natural Gas Liquids (NGLs)

Net NGL Production

(Bbl/d)

19

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

Currently

negotiating

an

amended

and

restated

credit

facility

to

increase

the

Company’s

borrowing

capacity to up to $200 million primarily as a result of increased oil reserves at June 30, 2012

Expanding bank group

Expected to close during third quarter 2012

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

22%

of

current

market

capitalization

$90 million in debt outstanding as of August 22, 2012

(1)   As of August 22, 2012 close

(1)

Liquids Focused CapEx in 2012E

Commentary

Oil Production Growth Over Time (Bbl/d)

20

Q2 2012 oil production

approximately 285,000 barrels

Six-month oil production of

485,000 Bbl up almost   

seven-fold year-over-year at

June 30, 2012

Approximately 88% of 2012E

capital budget focused on

Eagle Ford (84%) and

Austin Chalk (4%)

All 2012 Eagle Ford and

Austin Chalk drilling locations

targeting oil and liquids

Oil production expected to

increase 8x to 9x in 2012

Strong Growth Profile Focused on Liquids

91

422

2,200

3,130

0

500

1,000

1,500

2,000

2,500

3,000

3,500

2010

2011

1Q 2012

2Q 2012

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%

21

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

Active Exploration Effort Using Science and Technology

Appendix

23

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.

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)

$4,692

($20,443)

($2,875)

Interest expense

-

-

3

683

-

290

309

Total income tax provision (benefit)

20,023

(9,925)

3,521

(5,521)

2,459

(6,952)

(649)

Depletion, depreciation and amortization

12,127

10,743

15,596

31,754

7,064

15,291

31,119

Accretion of asset retirement obligations

92

137

155

209

68

96

111

Full-cost ceiling impairment

22,195

25,244

-

35,673

-

35,673

33,205

Unrealized (gain) loss on derivatives

(3,592)

2,375

(3,139)

(5,138)

(3,272)

1,336

(11,844)

Stock option and grant expense

605

622

824

2,362

334

159

(333)

Restricted stock grants

60

34

74

44

13

22

161

Net (gain) loss on asset sales and inventory impairment

(136,977)

379

224

154

-

-

60

Adjusted EBITDA

$18,411

$15,184

$23,635

$49,911

$11,358

$25,472

$49,264

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

$33,725

$19,531

$51,526

Net change in operating assets and liabilities

(17,888)

15,717

(2,230)

(12,594)

(22,367)

5,697

(2,571)

Interest expense

-

-

3

683

-

290

309

Current income tax provision (benefit)

10,448

(2,324)

(1,411)

(46)

-

(46)

-

Adjusted EBITDA

$18,411

$15,184

$23,635

$49,911

$11,358

$25,472

$49,264

Six Months Ended June 30,

Six Months Ended June 30,

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, certain other non-cash items and non-cash stock-based compensation expense,

including stock option and grant expense and restricted stock and restricted stock units expense, and net gain or loss on asset sales and inventory impairment. 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.

Board

of

Directors

and

Special

Board

Advisors

–

Expertise

and

Stewardship

24

Board Members

and Advisors

Professional Experience

Business Expertise

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

Wade I. Massad

Special Board Advisor

-

Managing Member, Cleveland Capital Management, LLC

-

Former EVP Capital Markets, Matador Resources Company

-

Formerly with KeyBanc Capital Markets and RBC Capital Markets

Capital Markets

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

25

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

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

26

Daily Production

(1)

8,738 BOE/d

Oil Production (% total)

3,130 Bbl/d (36%)

Proved Reserves @ 6/30/12

19.1 Million BOE

% Proved Developed

64%

% Oil

35% (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)

195,838 acres

Net Acreage

(2)

160,516 acres

(1)

Average daily production for the three months ended June 30, 2012

(2)

At June 30, 2012

Matador Resources Snapshot

Note: Loving County acreage added August 10, 2012 and is not reflected in acreage totals at June 30, 2012 (see slide 15)

27

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

2012E capital expenditure program

focused on oil and liquids exploration

and development

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

Drilling locations are based on 120

acre spacing

Currently testing 80-acre spacing on

one Eagle Ford property and plan

additional tests on other properties

before end of 2012

Proved Reserves @ 6/30/12

8.8 Million BOE

% Proved Developed

47%

% Oil / Liquids

75%

Daily Oil Production

(1)

3,178 Bbl/d

Gross Acres

(2)

49,698 acres

Net Acres

(2)

30,150 acres

Eagle Ford

(2),(3)

30,150 acres

Austin Chalk

(2),(3)

17,343 acres

2012E Anticipated Drilling

27.6 net wells

2012E CapEx Budget

$268.5 million

% HBP or no short term expirations

(4)

~80%

(1)

Average daily oil production for the six months ended June 30, 2012 

(2)

At June 30, 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)

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

Highlights

28

Haynesville Positioning

Approximately 12,500 gross

and 5,800 net acres in

Haynesville Tier 1 core area

Almost all prospective

Haynesville acreage is HBP –

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 at June 30, 2012

Business Strategy to Deliver Growth and Value

29

Exploration and Development

2012E CapEx program focused on oil and liquids opportunities

Balanced Portfolio

Growing Eagle Ford and Delaware Basin 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

30

Matador Today

Gross Acres

(1),(2)

107,122 acres

Net Acres

(1),(2)

100,670 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 property testing concluded

Carried participation interest provided by industry partner

Foothold of existing production and reserves

On August 10, 2012, acquired approx. 4,900 gross and

2,900 net acres prospective for the Wolfbone play in the

Delaware Basin in Loving County, Texas.

Southeast New Mexico / West Texas

(1)

At June 30, 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 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

31

Selected Historical Financials

(Revenues and Adjusted EBITDA in millions)

Year Ended December 31,

Three Months Ended June 30,

2009

2010

2011

2011

2012

Production Summary

Oil Production (MBbl)

30

33

154

51

285

Gas Production (Bcf)

4.8

8.4

14.5

4.1

3.1

Total Production (MBOE)

830

1,433

2,571

728

795

Realized Prices (Including hedges)

Oil ($/ Bbl)

$57.72

$76.39

$93.80

$99.72

$105.82

Natural Gas ($/ Mcf)

$5.17

$4.38

$4.11

$4.11

$3.48

Revenues

Oil and Natural Gas Revenues

$19.0

$34.0

$67.0

$20.9

$36.1

Realized Gain on Derivatives

7.6

5.3

7.1

1.0

4.7

Unrealized Gain (Loss) on Derivatives

(2.4)

3.1

5.1

0.3

15.1

Total Revenues

$24.3

$42.5

$79.2

$22.1

$55.9

Operating Expenses ($/ BOE)

   Production Taxes and Marketing

$1.30

$1.38

$2.44

$2.27

$3.29

   Lease Operating

5.69

3.69

2.82

2.70

8.02

   Depletion, Depreciation and Amortization

12.94

10.89

12.35

11.23

25.04

   General and Administrative

8.57

6.77

5.21

4.25

5.15

Total Expenses

$28.50

$22.73

$22.82

$20.45

$41.50

Adjusted EBITDA

(1)

$15.2

$23.6

$49.9

$15.3

$27.9

(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 23 

32

Investment Highlights

Strong Growth Profile with Increasing Focus on Oil / Liquids

Oil production up almost five-fold in 2011 and projected to increase 8x to 9x in 2012

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

Expanding acreage position in Delaware Basin in West Texas

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

Diversified Investor Composition Before July 31, 2012 Lock-up Expiration

33

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

Investor composition prior to July 31, 2012 lock-up expiration:

Management

13%

of shares

(1)

(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

Legacy Shareholders

60%

of shares

(1)

Public

Float

27%

of

shares

(2)

Matador Resources Company (“MTDR”)

34