Common use of Unaudited Pro Forma Condensed Combined Financial Statements Clause in Contracts

Unaudited Pro Forma Condensed Combined Financial Statements. Relief reports on a calendar year and has a different year end than Sonnet. A twelve-month statement of operations for the period ended September 30, 2019 was derived as follows: Relief unaudited statement of operations for the nine months ended September 30, 2019 Plus Relief audited statement of operations for the year ended December 31, 2018 Less Relief unaudited statement of operations for the nine months ended September 30, 2018 A three-month statement of operations for the period ended December 31, 2019 was derived as follows: Relief audited statement of operations for the year ended December 31, 2019 Less Relief unaudited statement of operations for the nine months ended September 30, 2019 The unaudited pro forma condensed combined financial statements are based on the assumptions and adjustments that are described in the accompanying notes. The unaudited pro forma condensed combined financial statements and pro forma adjustments have been prepared based on preliminary estimates of fair value of assets acquired and liabilities assumed. A final determination of these estimated fair values will be based on the actual net tangible assets of Relief that exist as of the date of completion of the transaction. Differences between these preliminary estimates and the final fair value of assets and liabilities acquired may occur and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and the combined organization’s future results of operations and financial position. The unaudited pro forma condensed combined financial statements do not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the acquisition. The unaudited pro forma condensed combined financial statements have been prepared for illustrative purposes only and are not necessarily indicative of the financial position or results of operations in future periods or the results that actually would have been realized had the recapitalization have occurred and Sonnet been a combined organization during the specified period. The unaudited pro forma condensed combined financial statements, including the notes thereto, should be read in conjunction with the separate Sonnet, Relief and Chanticleer historical financial statements.

Unaudited Pro Forma Condensed Combined Financial Statements. Relief reports on a calendar year and has a different year end than Sonnet. A twelve-month statement of operations for the period ended September 30, 2019 was derived as follows: Relief unaudited statement of operations for the nine months ended September 30, 2019 Plus Relief audited statement of operations for the year ended December 31, 2018 Less Relief unaudited statement of operations for the nine months ended September 30, 2018 A three-month statement of operations for the period ended December 31, 2019 was derived as follows: Relief audited statement of operations for the year ended December 31, 2019 Less Relief unaudited statement of operations for the nine months ended September 30, 2019 The following unaudited pro forma condensed combined financial statements are based on derived from the assumptions historical consolidated financial statements of SilverBow, historical South Texas Rich Properties Statements of Revenues and adjustments that are described Direct Operating Expenses related to the Chesapeake Transaction and from the historical financial activity of Sundance through June 30, 2022, the closing date of the Sundance Transaction. The Company expects to account for the Chesapeake Transaction as an asset acquisition under accounting principles generally accepted in the accompanying notesUnited States of America, as the assets and operations acquired in the Chesapeake Transaction do not meet the definition of a business under the Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations (referred to as “ASC 805”), since substantially all of the fair value of the assets acquired are concentrated in a single asset group. Certain historical amounts of Sundance and Chesapeake have been reclassified to conform to SilverBow’s financial statement presentation. The unaudited pro forma condensed combined balance sheet as of June 30, 2023 presented below was prepared as if the Chesapeake Transaction and related financing had occurred on June 30, 2023. The unaudited pro forma condensed combined statement of operations for the six-month period ended June 30, 2023 and the year ended December 31, 2022 presented below was prepared as if the Transactions and related financing of each transaction had occurred on January 1, 2022. The unaudited pro forma condensed combined financial statements reflect the following Transaction-related pro forma adjustments, based on available information and certain assumptions that SilverBow believes are reasonable: • the Transactions, accounted for as asset acquisitions and the related financing of each Transaction; • XxxxxxXxx’s related borrowing on its Credit Facility and Second Lien Notes, as applicable, to fund the cash portion of the Transactions; • adjustments to conform the classification of expenses in Chesapeake’s historical statements of Revenues and Direct Operating Expenses to SilverBow’s classification for similar expenses; • adjustments to conform the classification of revenues and expenses in Sundance’s historical statements of operations to XxxxxxXxx’s classification for similar revenues and expenses; and • the recognition of estimated tax impacts of the pro forma adjustments. Assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial statements. In SilverBow’s opinion, all adjustments that are necessary to present fairly the pro forma information have been prepared based on made. The historical consolidated financial statements have been adjusted in the unaudited pro forma condensed combined financial statements to give effect to the Transactions and the related financing. The acquisition method of accounting as it relates to the Chesapeake Transaction is dependent upon certain valuations and other studies that, as of the date hereof, have yet to commence or progress to a stage where there is sufficient information for a definitive measure. XxxxxxXxx has performed a preliminary valuation analysis of the relative fair value of Chesapeake’s assets to be acquired and liabilities to be assumed and has made certain adjustments to the historical book values of the assets and liabilities of Chesapeake to reflect preliminary estimates of the relative fair value of assets acquired and liabilities assumednecessary to prepare the unaudited pro forma condensed combined financial statements. A final determination of these estimated the relative fair values value of Chesapeake’s assets and liabilities will be based on the actual net tangible and intangible assets and liabilities of Relief Chesapeake that exist as of the closing date of the Chesapeake Transaction and, therefore, cannot be made prior to the completion of the transactionChesapeake Transaction. Differences between these As a result of the foregoing, the pro forma adjustments are preliminary estimates and are subject to change as additional information becomes available and as additional analysis is performed. The preliminary pro forma adjustments have been made solely for the final fair value purpose of assets and liabilities acquired may occur and these differences could have a material impact on providing the accompanying unaudited pro forma condensed combined financial statements presented below. SilverBow estimated the fair value of Chesapeake’s assets and liabilities based on discussions with Chesapeake’s management, preliminary valuation studies, due diligence, and information presented in Chesapeake’s historical financial statements. Any increases or decreases in the relative fair value of assets acquired and liabilities assumed upon completion of the final valuations will result in adjustments to the unaudited pro forma condensed combined organizationbalance sheet and/or statement of operations. The final purchase price allocation may be materially different than that reflected in the pro forma purchase price allocation presented herein. The unaudited pro forma condensed combined financial information is not intended to represent what XxxxxxXxx’s future financial position or results of operations would have been had the Transactions actually been consummated on the assumed dates nor does it purport to project the future operating results or financial position of the combined company following the Chesapeake Transaction. The unaudited pro forma condensed combined financial information does not reflect future events that may occur after the Chesapeake Transaction, including, but not limited to, the anticipated realization of ongoing savings from potential operating efficiencies, asset dispositions, cost savings, or economies of scale that the combined company may achieve with respect to the combined operations. Specifically, the unaudited pro forma condensed combined statement of operations does not include projected synergies expected to be achieved as a result of the Transactions and financial positionany associated costs that may be required to be incurred to achieve the identified synergies. The unaudited pro forma condensed combined statement of operations also exclude the effects of costs of integration activities and asset dispositions that may result from the Transactions. The unaudited pro forma condensed combined financial statements do not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the acquisition. The unaudited pro forma condensed combined financial statements have been prepared for illustrative purposes only and are not necessarily indicative of the financial position or results of operations in future periods or the results that actually would have been realized had the recapitalization have occurred and Sonnet been a combined organization during the specified period. The unaudited pro forma condensed combined financial statements, including the notes thereto, should be read in conjunction with the separate Sonnethistorical consolidated financial statements and accompanying notes contained in SilverBow’s Annual Report on Form 10-K for the year ended December 31, Relief 2022, the historical consolidated financial statements and Chanticleer accompanying notes thereto of Sundance filed as Exhibit 99.1 to the Current Report on Form 8-K filed with the SEC on June 6, 2022, and Quarterly Report on Form 10-Q for the six months ended June 30, 2023 and historical financial statements.South Texas Rich Properties Statements of Revenues and Direct Operating Expenses and accompanying notes thereto filed as Exhibit 99.1 and Exhibit 99.2 to the Current Report on Form 8-K of which this Exhibit 99.3 is a part. SilverBow Resources, Inc. and Subsidiary Pro Forma Condensed Combined Balance Sheet As of June 30, 2023 (Unaudited)

Unaudited Pro Forma Condensed Combined Financial Statements. Relief reports The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2023 gives effect to the Hxxxx Acquisition, Maple Acquisition and Tall City Acquisition as if they had been completed on a calendar year June 30, 2023. The Forge Acquisition and has a different year end than SonnetDriftwood acquisition were completed prior to June 30, 2023 and therefore are reflected in the historical unaudited condensed consolidated balance sheet of Vital at June 30, 2023. A twelve-month statement The Unaudited Pro Forma Condensed Combined Statements of operations Operations for the period six months ended September June 30, 2019 was derived as follows: Relief unaudited statement of operations for the nine months ended September 30, 2019 Plus Relief audited statement of operations for 2023 and the year ended December 31, 2018 Less Relief unaudited statement of operations for 2022 give effect to the nine months ended September 30Hxxxx Acquisition, 2018 A three-month statement of operations for Maple Acquisition, Tall City Acquisition, Driftwood Acquisition and Forge Acquisition (collectively, the period ended December 31“Acquisitions”) as if they been completed on January 1, 2019 was derived as follows: Relief audited statement of operations for 2022. Assumptions and estimates underlying the year ended December 31pro forma adjustments are described in the accompanying notes, 2019 Less Relief unaudited statement of operations for which should be read in conjunction with the nine months ended September 30, 2019 The unaudited pro forma condensed combined financial statements are based on the assumptions and adjustments that are described in the accompanying notesstatements. The unaudited pro forma condensed combined financial statements information is provided for illustrative purposes only and pro forma adjustments does not purport to represent what the actual consolidated results of operations or the consolidated financial position of Vital would have been prepared based had the Acquisitions and related financing occurred on preliminary estimates the dates noted above, nor are they necessarily indicative of fair value future consolidated results of assets acquired and liabilities assumedoperations or consolidated financial position. A final determination Future results may vary significantly from the results reflected because of these estimated fair values various factors. For income tax purposes, the Acquisitions will be based on treated as an asset purchase such that the actual net tangible assets of Relief that exist as of tax bases in the date of completion of the transaction. Differences between these preliminary estimates and the final fair value of assets and liabilities acquired may occur and these differences could have a material impact on will generally reflect the accompanying allocated fair value at closing. In Vital’s opinion, all adjustments that are necessary to present fairly the unaudited pro forma condensed combined financial statements and the combined organization’s future results of operations and financial positioninformation have been made. The unaudited pro forma condensed combined financial statements do information does not give effect to reflect the benefits of potential impact of current financial conditions, regulatory matters, operating efficiencies or other cost savings or expenses the costs that may be associated necessary to achieve such savings, opportunities to increase revenue generation or other factors that may result from the Acquisitions and, accordingly, does not attempt to predict or suggest future results. The unaudited pro forma financial statements have been developed from and should be read in conjunction with: · The audited consolidated financial statements and accompanying notes of Vital contained in Vital’s Annual Report on Form 10-K for the year ended December 31, 2022; · The unaudited consolidated financial statements and accompanying condensed notes contained in Vital’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023; · The audited financial statements and related notes of Forge as of December 31, 2022 and 2021 and for the years then ended, which are incorporated by reference from Exhibit 99.1 to Vital’s Current Report on Form 8-K/A filed with the acquisition. SEC on July 13, 2023; · The unaudited condensed financial statements and related notes of Forge as of March 31, 2023, and for the three-month periods ended March 31, 2023 and 2022, which are incorporated by reference from Exhibit 99.2 to Vital’s Current Report on Form 8-K/A filed with the SEC on July 13, 2023; · The audited consolidated financial statements and related notes of Driftwood Energy Partners, LLC and its wholly-owned subsidiaries, Driftwood Energy Operating, LLC, Driftwood Energy Management, LLC and Driftwood Energy Intermediate, LLC (collectively, the “Driftwood Entities”) as of December 31, 2022 and 2021 and for the years then ended, which are incorporated by reference from Exhibit 99.1 to Vital’s Current Report on Form 8-K/A filed with the SEC on June 15, 2023; · The unaudited consolidated financial statements and related notes of the Driftwood Entities as of March 31, 2023, and for the three-month periods ended March 31, 2023 and 2022, which are incorporated by reference from Exhibit 99.2 to Vital’s Current Report on Form 8-K/A filed with the SEC on June 15, 2023; · The unaudited pro forma condensed combined financial statements have been prepared information of Vital as of March 31, 2023 and for illustrative purposes only the three-month period ended March 31, 2023 and the year ended December 31, 2022, which are not necessarily indicative of incorporated by reference from Exhibit 99.3 to Vital’s Current Report on Form 8-K/A filed with the financial position or results of operations in future periods or the results that actually would have been realized had the recapitalization have occurred and Sonnet been a combined organization during the specified period. SEC on June 15, 2023; · The unaudited pro forma condensed combined financial statementsinformation of Vital as of March 31, including 2023 and for the notes theretothree-month period ended March 31, should be read in conjunction 2023 and the year ended December 31, 2022, which are incorporated by reference from Exhibit 99.1 to Vital’s Current Report on Form 8-K/A filed with the separate SonnetSEC on August 22, Relief 2023; · The audited financial statements and Chanticleer historical related notes of Maple Energy Holdings, LLC (“Maple”) as of December 31, 2022 and 2021 and for the years then ended, which are included elsewhere in this filing; · The unaudited financial statements.statements and related notes of Maple as of June 30, 2023 and for the six-month periods ended June 30, 2023 and 2022, which are included elsewhere in this filing; · The audited consolidated financial statements and related notes of Hxxxx Energy LP (“Hxxxx”) as of December 31, 2022, 2021 and 2020 and for the years then ended, which are included elsewhere in this filing; · The unaudited condensed consolidated financial statements and related notes of Hxxxx as of June 30, 2023 and for the six-month periods ended June 30, 2023 and 2022, which are included elsewhere in this filing; · The audited consolidated financial statements and related notes of Tall City Exploration III LLC (“Tall City”) and Subsidiaries as of December 31, 2022 and 2021 and for the years then ended, which are included elsewhere in this filing; and · The unaudited consolidated financial statements and related notes of Tall City as of June 30, 2023 and for the six-month periods ended June 30, 2023 and 2022, which are included elsewhere in this filing. Vital Energy, Inc. Pro forma condensed combined balance sheets As of June 30, 2023 (in thousands) (Unaudited) Historical Transaction accounting adjustments Vital1 Maple Acquisition Hxxxx Acquisition Tall City Acquisition Conforming and reclass Acquisition Adjustments Pro forma combined Assets Current assets: Cash and cash equivalents $ 71,696 $ 6,161 $ 49,649 $ 14,890 $ (70,700 ) (a) $ 274,603 (j) $ 55,996 (274,603 ) (j) (5,350 ) (g) (3,450 ) (h) (6,900 ) (i) Accounts receivable, net 143,672 — 31,056 37,586 (68,642 ) (a) — 143,672 Receivables from oil and gas sales — 13,682 — — (13,682 ) (a) — — Joint interest bxxxxxxx — 485 — — (485 ) (a) — — Severance tax refunds — 233 — — (233 ) (a) — — Receivables from derivative contracts — 2,895 — — (2,895 ) (a) — — Debt issuance, costs, net — 98 — — (98 ) (a) — — Derivatives 11,942 — — 2,769 (2,769 ) (a) — 11,942 Affiliate receivable — — 477 — (477 ) (a) — — Prepaid expenses and other — 416 — 519 (935 ) (a) — — Other current assets 15,619 — 624 — (624 ) (a) — 15,619 Total current assets 242,929 23,970 81,806 55,764 (161,540 ) (15,700 ) 227,229 Property and equipment: Oil and natural gas properties, full cost method: Evaluated properties 10,349,348 — — — — 346,118 (d) 11,419,913 192,112 (e) 438,356 (f) 5,350 (g) 3,450 (h) 6,900 (i) 2,679 (p) 1,929 (q) 1,529 (r) 3,641 (o) 12,818 (o) 24,360 (o) 31,323 (o) Proved oil and gas properties, net — 157,028 — 709,263 (866,291 ) (b) — — Unproved oil and gas properties, not being amortized — — — 6,073 (6,073 ) (b) — — Oil and natural gas properties, based on full cost method of accounting, net — — 440,523 — (440,523 ) (b) — — Historical Transaction accounting adjustments Vital1 Maple Acquisition Hxxxx Acquisition Tall City Acquisition Conforming and reclass Acquisition Adjustments Pro forma combined Less: accumulated depletion — (34,405 ) — — 34,405 (b) — — Oil and natural gas properties, net 3,047,217 122,623 440,523 715,336 (1,278,482 ) 1,070,565 4,117,782 Other property and equipment, net — — 34,108 284 (34,392 ) (a) — — Other property and equipment — 245 — — (245 ) (a) — — Less: accumulated depreciation — (66 ) — — 66 (a) — — Midstream and other fixed assets, net 128,792 — — — — 12,963 (s) 141,755 Property and equipment, net 3,176,009 122,802 474,631 715,620 (1,313,053 ) 1,083,528 4,259,537 Right of use assets, net — — 12,356 3,833 (16,189 ) (t) — — Equity method investment — — 1,814 — (1,814 ) (a) — — Derivatives 24,314 — — 1,718 (1,718 ) (a) — 24,314 Receivables from derivative contracts — 876 — — (876 ) (a) — — Operating lease right-of-use assets 127,958 13,097 — — (13,097 ) (t) 29,329 (t) 157,287 Deposits — 50 — — (50 ) (a) — — Deferred income taxes 222,217 — — — — — 222,217 Other noncurrent assets, net 22,002 — — 26 (26 ) (a) — 22,002 Total assets $ 3,815,429 $ 160,906 $ 571,647 $ 776,961 $ (1,509,514 ) $ 1,097,157 $ 4,912,586 Liabilities and stockholders’ equity Current liabilities: Accounts payable and accrued liabilities $ 84,803 $ — $ — $ 33,718 $ (33,718 ) (a) $ 3,641 (o) $ 88,444 Accounts payable — 616 16,171 — (16,787 ) (a) 24,360 (o) 24,360 Accrued liabilities — — 8,601 — (8,601 ) (a) — — Accrued liabilities and other — 9,446 — — (9,446 ) (a) — — Accrued capital expenditures 66,488 — — — — — 66,488 Ad valorem taxes payable — 919 — — (919 ) (a) — — Affiliate note payable — — 139 — (139 ) (a) — — Undistributed revenue and royalties 166,663 — — 49,376 (49,376 ) (n) 31,323 (o) 197,986 Derivatives 2,338 — — — — — 2,338 Liabilities from derivative contracts — 2,644 — — (2,644 ) (a) — — Drilling advances — — 12,818 — (12,818 ) (n) 12,818 (o) 12,818 Current portion of debt — — 1,292 — (1,292 ) (a) — — Asset retirement obligations, current — — — 200 (200 ) (a) — — Lease obligations, current — — — 2,053 (2,053 ) (t) — — Operating lease liabilities 48,961 2,152 6,822 — (8,974 ) (t) 11,027 (t) 59,988 Other current liabilities 64,492 — — — — — 64,492 Total current liabilities 433,745 15,777 45,843 85,347 (146,967 ) 83,169 516,914 Long-term debt, net 1,619,599 — 30,080 — (30,080 ) (a) 274,603 (j) 1,894,202 Note payable, net of unamortized debt costs — — — 238,642 (238,642 ) (a) — — Revolving credit facility — 15,278 — — (15,278 ) (a) — — Derivatives 3,025 — — — — — 3,025 Liabilities from derivative contracts — 1,859 — — (1,859 ) (a) — — Historical Transaction accounting adjustments Vital1 Maple Acquisition Hxxxx Acquisition Tall City Acquisition Conforming and reclass Acquisition Adjustments Pro forma combined Asset retirement obligations 74,428 3,551 1,466 2,333 (7,350 ) (a) 2,679 (p) 80,565 1,929 (q) 1,529 (r) Lease obligations, non-current — — — 1,797 (1,797 ) (t) — — Operating lease liabilities 75,844 10,971 5,534 — (16,505 ) (t) 18,302 (t) 94,146 Other noncurrent liabilities 5,215 — — — — — 5,215 Total liabilities 2,211,856 47,436 82,923 328,119 (458,478 ) 382,211 2,594,067 Commitments and contingencies Stockholders' equity: Preferred stock — — — — — 39 (c) 39 Common stock 186 — — — — 12 (k) 267 32 (l) 37 (m) Members' equity — 113,470 — 448,842 (562,312 ) (a) — — Limited partner — — 485,408 — (485,408 ) (a) — — Noncontrolling interests — — 3,316 — (3,316 ) (a) — — Additional paid-in capital 2,838,143 — — — — 71,503 (k) 3,552,969 192,080 (l) 219,964 (m) 231,279 (c) Total stockholders' equity 1,603,573 113,470 488,724 448,842 (1,051,036 ) 714,946 2,318,519 Total liabilities and stockholders' equity $ 3,815,429 $ 160,906 $ 571,647 $ 776,961 $ (1,509,514 ) $ 1,097,157 $ 4,912,586

Unaudited Pro Forma Condensed Combined Financial Statements. Relief reports on a calendar year and has a different year end than Sonnet. A twelve-month statement The Unaudited Pro Forma Condensed Combined Balance Sheet as of operations for the period ended September 30, 2019 was derived 2023 gives effect to the Hxxxx Acquisition, Maple Acquisition, Tall City Acquisition and Grey Rock Acquisition as follows: Relief if they had been completed on September 30, 2023. The Forge Acquisition and Driftwood acquisition were completed prior to September 30, 2023 and therefore are reflected in the historical unaudited statement condensed consolidated balance sheet of operations Vital at September 30, 2023. The Unaudited Pro Forma Condensed Combined Statements of Operations for the nine months ended September 30, 2019 Plus Relief audited statement of operations for 2023 and the year ended December 31, 2018 Less Relief unaudited statement of operations for 2022 give effect to the nine months ended September 30Hxxxx Acquisition, 2018 A three-month statement of operations for Maple Acquisition, Tall City Acquisition, Grey Rock Acquisition, Driftwood Acquisition and Forge Acquisition (collectively, the period ended December 31“Acquisitions”) as if they been completed on January 1, 2019 was derived as follows: Relief audited statement of operations for 2022. Assumptions and estimates underlying the year ended December 31pro forma adjustments are described in the accompanying notes, 2019 Less Relief unaudited statement of operations for which should be read in conjunction with the nine months ended September 30, 2019 The unaudited pro forma condensed combined financial statements are based on the assumptions and adjustments that are described in the accompanying notesstatements. The unaudited pro forma condensed combined financial statements information is provided for illustrative purposes only and pro forma adjustments does not purport to represent what the actual consolidated results of operations or the consolidated financial position of Vital would have been prepared based had the Acquisitions and related financing occurred on preliminary estimates the dates noted above, nor are they necessarily indicative of fair value future consolidated results of assets acquired and liabilities assumedoperations or consolidated financial position. A final determination Future results may vary significantly from the results reflected because of these estimated fair values various factors. For income tax purposes, the Acquisitions will be based on treated as an asset purchase such that the actual net tangible assets of Relief that exist as of tax bases in the date of completion of the transaction. Differences between these preliminary estimates and the final fair value of assets and liabilities acquired may occur and these differences could have a material impact on will generally reflect the accompanying allocated fair value at closing. In Vital’s opinion, all adjustments that are necessary to present fairly the unaudited pro forma condensed combined financial statements and the combined organization’s future results of operations and financial positioninformation have been made. The unaudited pro forma condensed combined financial statements do information does not give effect to reflect the benefits of potential impact of current financial conditions, regulatory matters, operating efficiencies or other cost savings or expenses the costs that may be associated necessary to achieve such savings, opportunities to increase revenue generation or other factors that may result from the Acquisitions and, accordingly, does not attempt to predict or suggest future results. The unaudited pro forma financial statements have been developed from and should be read in conjunction with: · The audited consolidated financial statements and accompanying notes of Vital contained in Vital’s Annual Report on Form 10-K for the year ended December 31, 2022; · The unaudited consolidated financial statements and accompanying condensed notes contained in Vital’s Quarterly Reports on Form 10-Q for the quarterly period ended September 30, 2023; · The audited financial statements and related notes of Forge as of December 31, 2022 and 2021 and for the years then ended, which are incorporated by reference from Exhibit 99.1 to Vital's Current Report on Form 8-K/A filed with the acquisition. SEC on July 13, 2023; · The unaudited condensed financial statements and related notes of Forge as of March 31, 2023, and for the three-month periods ended March 31, 2023 and 2022, which are incorporated by reference from Exhibit 99.2 to Vital's Current Report on Form 8-K/A filed with the SEC on July 13, 2023; · The audited consolidated financial statements and related notes of Driftwood Energy Partners, LLC and its wholly-owned subsidiaries, Driftwood Energy Operating, LLC, Driftwood Energy Management, LLC and Driftwood Energy Intermediate, LLC (collectively, the "Driftwood Entities") as of December 31, 2022 and 2021 and for the years then ended, which are incorporated by reference from Exhibit 99.1 to Vital’s Current Report on Form 8-K/A filed with the SEC on June 15, 2023; · The unaudited consolidated financial statements and related notes of the Driftwood Entities as of March 31, 2023, and for the three-month periods ended March 31, 2023 and 2022, which are incorporated by reference from Exhibit 99.2 to Vital’s Current Report on Form 8-K/A filed with the SEC on June 15, 2023; · The unaudited pro forma condensed combined financial statements have been prepared for illustrative purposes only and are not necessarily indicative information of Vital as of the financial position or results of operations in future periods or year ended December 31, 2022, which is incorporated by reference from Exhibit 99.3 to Vital’s Current Report on Form 8-K/A filed with the results that actually would have been realized had the recapitalization have occurred and Sonnet been a combined organization during the specified period. SEC on June 15, 2023; · The unaudited pro forma condensed combined financial statementsinformation of Vital as of the year ended December 31, including the notes thereto2022, should be read in conjunction which are incorporated by reference from Exhibit 99.1 to Vital’s Current Report on Form 8-K/A filed with the separate SonnetSEC on August 22, Relief 2023; · The audited financial statements and Chanticleer historical related notes of Maple Energy Holdings, LLC (“Maple”) as of December 31, 2022 and 2021 and for the years then ended, which are incorporated by reference from Exhibit 99.4 to Vital’s Current Report on Form 8-K/A filed with the SEC on September 13, 2023; · The unaudited financial statements.statements and related notes of Maple as of September 30, 2023 and for the nine-month periods ended September 30, 2023 and 2022, which are included elsewhere in this filing; · The audited consolidated financial statements and related notes of Hxxxx Energy LP (“Hxxxx”) as of December 31, 2022, 2021 and 2020 and for the years then ended, which are incorporated by reference from Exhibit 99.2 to Vital’s Current Report on Form 8-K/A filed with the SEC on September 13, 2023; · The unaudited condensed consolidated financial statements and related notes of Hxxxx as of September 30, 2023 and for the nine-month periods ended September 30, 2023 and 2022, which are included elsewhere in this filing; · The audited consolidated financial statements and related notes of Tall City Exploration III LLC (“Tall City”) and Subsidiaries as of December 31, 2022 and 2021 and for the years then ended, which are incorporated by reference from Exhibit 99.6 to Vital’s Current Report on Form 8-K/A filed with the SEC on September 13, 2023; and · The unaudited consolidated financial statements and related notes of Tall City as of September 30, 2023 and for the nine-month periods ended September 30, 2023 and 2022, which are included elsewhere in this filing; and · The unaudited statements of revenue and direct operating expenses and related notes of certain properties of Granite Ridge Resources, Inc. operated by Hxxxx Energy LP as of September 30, 2023 and for the nine-month periods ended September 30, 2023 and 2022, and the audited statements of revenues and direct operating expenses and related notes of certain properties of Granite Ridge Resources, Inc. operated by Hxxxx Energy LP as of December 31, 2022 and 2021 and for the years then ended, which are included elsewhere in this filing; and · The unaudited statements of revenues and direct operating expenses and the related notes of GREP IV-A Permian LLC operated by Hxxxx Energy LP for the nine-month period ended September 30, 2023, which are included elsewhere in this filing; and · The unaudited statements of revenues and direct operating expenses and the related notes of GREP IV-B Permian LLC operated by Hxxxx Energy LP for the nine-month period ended September 30, 2023, which are included elsewhere in this filing. Vital Energy, Inc. Pro forma condensed combined balance sheets As of September 30, 2023 (in thousands) (Unaudited) Historical Transaction accounting adjustments Vital1 Maple Hxxxx Tall City Conforming and reclass Acquisition Adjustments Pro forma combined Assets Current assets: Cash and cash equivalents $ 589,695 $ 9,272 $ 57,904 $ 22,084 $ (89,260 )(a) $ (279,458 )(j) $ 293,037 (5,350 )(g) (3,450 )(h) (6,900 )(u) (1,500 )(y) Accounts receivable, net 199,838 — 30,379 33,600 (63,979 )(a) — 199,838 Receivables from oil and gas sales — 14,394 — — (14,394 )(a) — — Joint interest bxxxxxxx — 387 — — (387 )(a) — — Severance tax refunds — 235 — — (235 )(a) — — Assets from derivative contracts — 2,832 — — (2,832 )(a) — — Debt issuance costs, net — 128 — — (128 )(a) — — Affiliate receivable — — 597 — (597 )(a) — — Prepaid expenses and other current assets — 500 338 466 (1,304 )(a) — — Total current assets 814,208 27,748 89,218 56,150 (173,116 ) (296,658 ) 517,550 Property and equipment: Oil and natural gas properties, full cost method: Evaluated properties 10,512,608 — — — — 350,258 (d) 11,569,300 168,660 (e) 391,444 (f) 5,350 (g) 3,450 (h) 2,679 (p) 1,929 (q) 1,529 (r) 3,285 (o) 6,696 (o) 24,360 (o) 32,688 (o) 62,864 (v) 1,500 Proved oil and gas properties, net — — — 718,737 (718,737 )(b) — — Proved properties, subject to amortization — 156,531 — — (156,531 )(b) — — Unevaluated properties not being depleted 199,490 — — — — 28,345 (t) 227,835 Unproved oil and gas properties, not being amortized — — — 8,331 (8,331 )(b) — — Oil and natural gas property and equipment, based on full cost method of accounting, net — — 468,274 — (468,274 )(b) — — Historical Transaction accounting adjustments Vital1 Maple Hxxxx Tall City Conforming and reclass Acquisition Adjustments Pro forma combined Less: accumulated depletion — (41,546 ) — — 41,546 (b) — — Oil and natural gas properties, net 3,095,268 114,985 468,274 727,068 (1,310,327 ) 1,085,037 4,180,305 Other property and equipment, net — — 34,244 281 (34,525 )(a) — — Other property and equipment — 246 — — (246 )(a) — — Midstream and other fixed assets, net 129,115 — — — — 13,136 (s) 142,251 Property and equipment, net 3,224,383 115,153 502,518 727,349 (1,345,020 ) 1,098,173 4,322,556 Right of use assets, net — — 10,928 3,324 (14,252 )(i) — — Equity method investment — — 1,801 — (1,801 )(a) — — Derivatives 27,163 — — — — — 27,163 Assets from derivative contracts — 427 — — (427 )(a) — — Operating lease right-of-use assets 116,634 12,705 — — (12,705 )(i) 27,000 (i) 143,634 Deposits — 50 — — (50 )(a) — — Deferred income taxes 220,382 — — — — — 220,382 Other assets — — 1,001 — (1,001 )(a) — — Other noncurrent assets, net 23,482 — — 26 (26 )(a) — 23,482 Total assets $ 4,426,252 $ 156,194 $ 605,466 $ 786,849 $ (1,548,509 ) $ 828,515 $ 5,254,767 Liabilities and stockholders’ equity Current liabilities: Accounts payable and accrued liabilities $ 106,376 $ — $ — $ 44,335 $ (44,335 )(a) $ — $ 106,376 Accounts payable — 716 28,762 — (29,478 )(a) — — Accrued liabilities — — 19,282 — (19,282 )(a) — — Accrued liabilities and other — 10,470 — — (10,470 )(a) — — Ad valorem taxes payable — 919 — — (919 )(a) — — Undistributed revenue and royalties 165,027 — — — — 60,333 (o) 225,360 Revenue payable — — — 43,091 (43,091 )(n) — — Derivatives 106,767 — — — — — 106,767 Derivative liabilities, short term — — — 9,576 (9,576 )(a) — — Liabilities from derivative contracts — 4,408 — — (4,408 )(a) — — Drilling advances — — 6,695 — (6,695 )(n) 6,696 (o) 6,696 Current portion of debt — — 1,301 — (1,301 )(a) — — Asset retirement obligations, current — — — 200 (200 )(a) — — Lease obligations, current — — — 2,065 (2,065 )(i) — — Operating lease liabilities 47,399 1,468 6,332 — (7,800 )(i) 9,865 (i) 57,264 Note payable, net — — — 238,685 (238,685 )(a) — — Other current liabilities 71,984 — — — — — 71,984 Total current liabilities 571,702 17,981 62,372 337,952 (418,305 ) 76,894 648,596 Long-term debt, net 1,926,966 — 20,751 — (20,751 )(a) — 1,926,966 Revolving credit facility — 5,278 — — (5,278 )(a) — — Historical Transaction accounting adjustments Vital1 Maple Hxxxx Tall City Conforming and reclass Acquisition Adjustments Pro forma combined Derivative liabilities, long term — — — 895 (895 )(a) — — Liabilities from derivative contracts — 809 — — (809 )(a) — — Asset retirement obligations 75,416 3,586 1,484 2,391 (7,461 )(a) 2,679 (p) 81,553 1,929 (q) 1,529 (r) Lease obligations, non-current — — — 1,276 (1,276 )(i) — — Operating lease liabilities 66,366 11,263 4,596 — (15,859 )(i) 17,135 (i) 83,501 Other noncurrent liabilities 6,853 — — — — — 6,853 Total liabilities 2,653,188 38,917 89,203 342,514 (470,634 ) 100,166 2,753,354 Commitments and contingencies Stockholders' equity: 8 (x) Common stock 218 — — — — 14 (k) 293 34 (l) 21 (m) 6 (w) Members' equity — 117,277 — 444,335 (561,612 )(a) — — Limited partner — — 512,742 — (512,742 )(a) — — Noncontrolling interests — — 3,521 — (3,521 )(a) — — Additional paid-in capital 3,002,709 — — — — 70,786 (k) 3,737,814 168,626 (l) 112,093 (m) 320,749 (c) 36,164 (x) 26,687 (w) Accumulated deficit (1,229,863 ) — — — — (6,900 )(u) (1,236,763 ) Total stockholders' equity 1,773,064 117,277 516,263 444,335 (1,077,875 ) 728,349 2,501,413 Total liabilities and stockholders' equity $ 4,426,252 $ 156,194 $ 605,466 $ 786,849 $ (1,548,509 ) $ 828,515 $ 5,254,767

Unaudited Pro Forma Condensed Combined Financial Statements. Relief reports on a calendar year and has a different year end than Sonnet. A twelve-month statement of operations for the period ended September 30, 2019 was derived as follows: Relief unaudited statement of operations for the nine months ended September 30, 2019 Plus Relief audited statement of operations for the year ended December 31, 2018 Less Relief unaudited statement of operations for the nine months ended September 30, 2018 A three-month statement of operations for the period ended December 31, 2019 was derived as follows: Relief audited statement of operations for the year ended December 31, 2019 Less Relief unaudited statement of operations for the nine months ended September 30, 2019 The following unaudited pro forma condensed combined financial statements are based on derived from the assumptions historical consolidated financial statements of SilverBow and adjustments that are described Sundance and its consolidated subsidiaries. The Company expects to account for the Sundance Transaction as an asset acquisition under accounting principles generally accepted in the accompanying notesUnited States of America, as the assets and operations acquired in the Sundance Transaction do not meet the definition of a business under the Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations (referred to as “ASC 805”), since substantially all of the fair value of the assets acquired is concentrated in a single asset group. Certain historical amounts of Sundance and its consolidated subsidiaries have been reclassified to conform to SilverBow’s financial statement presentation. The unaudited pro forma condensed combined balance sheet as of March 31, 2022, presented below was prepared as if the Sundance Transaction and related financing had occurred on March 31, 2022. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2022, presented below was prepared as if the Sundance Transaction and related financing had occurred on January 1, 2022. The unaudited pro forma condensed combined financial statements reflect the following Sundance Transaction-related pro forma adjustments, based on available information and certain assumptions that XxxxxxXxx believes are reasonable: • the Sundance Transaction is accounted for as an asset acquisition; • the Sundance Transaction financing includes $0.5 million paid from existing cash on hand, $213 million borrowing on SilverBow’s credit facility to fund the remaining cash portion of the Sundance Transaction and 4,148,472 shares issued related to the equity consideration; • adjustments to conform Sundance’s historical accounting policies related to oil and natural gas properties from the successful efforts method of accounting to the full cost method of accounting used by SilverBow; • adjustments to conform the classification of certain assets and liabilities in Sundance’s historical balance sheet to SilverBow’s classification for similar assets and liabilities; and • adjustments to conform the classification of revenues and expenses in Sundance’s historical statement of operations to SilverBow’s classification for similar revenues and expenses. Assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial statements. In SilverBow’s opinion, all adjustments that are necessary to present fairly the pro forma information have been prepared based on made. The historical consolidated financial statements have been adjusted in the unaudited pro forma condensed combined financial statements to give effect to the Sundance Transaction and the related financing. The acquisition method of accounting as it relates to the Sundance Transaction is dependent upon certain valuations and other studies that, as of the date hereof, have yet to commence or progress to a stage where there is sufficient information for a definitive measure. XxxxxxXxx has performed a preliminary valuation analysis of the relative fair value of the assets to be acquired and liabilities to be assumed from Sundance and its consolidated subsidiaries and has made certain adjustments to the historical book values of the assets and liabilities of Sundance and its consolidated subsidiaries to reflect preliminary estimates of the relative fair value of assets acquired and liabilities assumednecessary to prepare the unaudited pro forma condensed combined financial statements. A final determination of these estimated the relative fair values value of such assets and liabilities will be based on the actual net tangible and intangible assets and liabilities of Relief Sundance that exist as of the closing date of the Sundance Transaction and, therefore, cannot be made prior to the completion of the transactionSundance Transaction. Differences between these preliminary estimates and In addition, the final fair value of assets and liabilities acquired may occur and these differences could have a material impact the consideration to be paid by SilverBow upon the consummation of the Sundance Transaction will be determined based on the accompanying closing price of Common Stock on the closing date of the Sundance Transaction. As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed combined financial statements presented below. SilverBow estimated the fair value of assets and liabilities of Sundance and its consolidated subsidiaries based on discussions with the management of Sundance, preliminary valuation studies, due diligence, and information presented in Sundance’s historical financial statements. Any increases or decreases in the relative fair value of assets acquired and liabilities assumed upon completion of the final valuations will result in adjustments to the unaudited pro forma condensed combined organizationbalance sheet and/or statement of operations. The final purchase price allocation may be materially different than that reflected in the pro forma purchase price allocation presented herein. The unaudited pro forma condensed combined financial information is not intended to represent what XxxxxxXxx’s future financial position or results of operations would have been had the Sundance Transaction actually been consummated on the assumed dates nor does it purport to project the future operating results or financial position of the combined company following the Sundance Transaction. The unaudited pro forma condensed combined financial information does not reflect future events that may occur after the Sundance Transaction, including, but not limited to, the anticipated realization of ongoing savings from potential operating efficiencies, asset dispositions, cost savings, or economies of scale that the combined company may achieve with respect to the combined operations. Specifically, the unaudited pro forma condensed combined statement of operations does not include projected synergies expected to be achieved as a result of the Sundance Transaction and financial positionany associated costs that may be required to be incurred to achieve the identified synergies. The unaudited pro forma condensed combined statement of operations includes the effects of approximately $5 million of estimated costs associated with the Sundance Transaction. The unaudited pro forma condensed combined financial statements do not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the acquisition. The unaudited pro forma condensed combined financial statements have been prepared for illustrative purposes only and are not necessarily indicative of the financial position or results of operations in future periods or the results that actually would have been realized had the recapitalization have occurred and Sonnet been a combined organization during the specified period. The unaudited pro forma condensed combined financial statements, including the notes thereto, should be read in conjunction with the separate Sonnethistorical consolidated financial statements and accompanying notes contained in SilverBow’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, Relief 2022 and Chanticleer Sundance’s historical financial statementsstatements and accompanying notes as of and for the three-month period ended March 31, 2022 included as an exhibit to the accompanying Current Report on Form 8-K. SilverBow Resources, Inc and Subsidiary Pro Forma Condensed Combined Balance Sheet As of March 31, 2022 (Unaudited) (in thousands, except per share amounts) SilverBow Historical Sundance Historical Reclassification Adjustments (Note 3) Acquisition Adjustments (Note 3) Pro Forma Combined ASSETS Current Assets: Cash and cash equivalents $ 1,645 $ 10,563 $ — $ (11,066) (b) $ 1,142 Accounts receivable, net 46,095 17,946 — (17,946) (c) $ 46,095 Fair value of commodity derivatives 1,679 — — — $ 1,679 Income tax receivable — 118 — (118) (c) $ — Other current assets 2,164 5,633 — (5,633) (c) $ 2,164 Assets held for sale — 312,505 (312,505) (a) — $ — Total Current Assets 51,583 346,765 (312,505) (34,763) 51,080 Property and Equipment: Property and equipment 1,651,497 — 341,841 (a) 82,622 (g) 2,075,960 Less – Accumulated depreciation, depletion, amortization & impairment (891,158) — (29,336) (a) 29,336 (g) (891,158) Property and Equipment, Net 760,339 — 312,505 111,958 1,184,802 Other property and equipment, net of accumulated depreciation 570 — (570) (c) — Right of Use Assets 16,163 4,780 — 8 (i) 20,951 Fair Value of Long-Term Commodity Derivatives 76 — — — 76 Other Long-Term Assets 3,629 2,272 — (2,272) (c) 3,629 Total Assets $ 831,790 $ 354,387 $ — $ 74,361 $ 1,260,538 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable and accrued liabilities $ 41,909 $ 26,447 6,738 (a) (33,185) (c) $ 41,909 Accrued liabilities — 7,449 (7,449) (a) — — Current portion of long term debt — 10,000 — (10,000) (d) — Fair value of commodity derivatives 140,941 24,401 — — 165,342 Accrued capital costs 11,128 — — — 11,128 Accrued interest 862 — — — 862 Current lease liability 7,998 3,171 — — 11,169 Undistributed oil and gas revenues 18,731 — 711 (a) — 19,442 Liabilities related to assets held for sale — 5,500 (5,500) (a) — — Total Current Liabilities 221,569 76,968 (5,500) (43,185) 249,852 Long-Term Debt, Net 346,003 115,521 — 97,479 (d) 559,003 Non-Current Lease Liability 8,427 1,617 — — 10,044 Deferred Tax Liabilities 3,613 — — — 3,613 Asset Retirement Obligations 5,644 — 5,500 (a) — 11,144 Fair Value of Long-Term Commodity Derivatives 19,089 12,897 — — 31,986 Fair Value of Contingent Consideration — — — 7,237 (e) 7,237 Other Long-Term Liabilities 1,663 14 — (14) (c) 1,663 Stockholders' Equity: Preferred stock — — — — — Common stock 171 1 — 41 (f) 213 Additional paid-in capital 414,127 175,804 — (15,632) (f) 574,299 Treasury stock, held at cost (6,592) — — — (6,592) Accumulated deficit (181,924) (28,435) — 28,435 (h) (181,924) Total Stockholders’ Equity 225,782 147,370 — 12,844 385,996 Total Liabilities and Stockholders’ Equity $ 831,790 $ 354,387 $ — $ 74,361 $ 1,260,538 See accompanying notes to unaudited pro forma condensed combined financial information. SilverBow Resources, Inc and Subsidiary Pro Forma Condensed Combined Statement of Operations For the Three Months Ended March 31, 2022 (Unaudited) (in thousands, except per share amounts) SilverBow Historical Sundance Historical Sundance Reclassification and Conforming Adjustments (Note 3) Sundance Acquisition Adjustments (Note 3) Pro Forma Combined Revenues: Oil and gas sales $ 129,656 $ — $ 54,705 (a) $ — $ 184,361 Oil sales — 45,023 (45,023) (a) — — Gas sales — 3,298 (3,298) (a) — — NGL sales — 6,384 (6,384) (a) — — Total Revenues 129,656 54,705 — — 184,361 Operating Expenses: General and administrative, net 4,786 1,727 — — 6,513 Depreciation, depletion, and amortization 21,154 273 (137) (a) 14,691 (j) 35,981 Accretion of asset retirement obligations 99 — 137 (a) — 236 Lease operating expenses 9,125 9,510 (1,058) (a) — 17,577 Workovers 647 — 1,058 (a) — 1,705 Transportation and gas processing 6,352 3,624 — — 9,976 Severance and other taxes 7,764 3,807 — — 11,571 Loss on commodity derivative financial instruments — 29,818 (29,818) (a) — — Other expense, net — 208 — — 208 Total Operating Expenses 49,927 48,967 (29,818) 14,691 83,767 Operating Income (Loss) 79,729 5,738 29,818 (14,691) 100,594 Non-Operating Income (Expense) Gain (loss) on commodity derivatives, net (140,242) — (29,818) (a) — (170,060) Interest expense, net (6,557) (2,289) — 50 (k) (8,796) Other income (expense), net 61 — — — 61 Total Non-Operating Income (Expense) (146,738) (2,289) (29,818) 50 (178,795) Income (Loss) Before Income Taxes (67,009) 3,449 — (14,641) (78,201) Provision (Benefit) for Income Taxes (2,754) — — — (2,754) Net Income (Loss) $ (64,255) $ 3,449 $ — $ (14,641) $ (75,447) Per Share Amounts: Basic: Loss Per Share $ (3.84) $ (3.62) Diluted: Loss Per Share $ (3.84) $ (3.62) Weighted-Average Shares Outstanding - Basic 16,719 — — 4,148 20,867 Weighted-Average Shares Outstanding - Diluted 16,719 — — 4,148 20,867 See accompanying notes to unaudited pro forma condensed combined financial information.