On December 6, 2012, Halcón Resources Corporation ("Halcón" or the "Company") completed two transactions: (1) the acquisition of two wholly owned subsidiaries of Petro-Hunt Holdings, LLC and Pillar Holdings, LLC (collectively, the "Petro-Hunt Parties"), which own a total of approximately 81,000 net acres prospective for the Bakken and Three Forks formations primarily located in Williams, Mountrail, McKenzie and Dunn Counties, North Dakota (the "Williston Basin Transaction"); and (2) the private placement of 41,899,441 shares of Halcón common stock, par value $0.0001 per share, to CPP Investment Board PMI-2 Inc. ("CPPIB") for gross proceeds of approximately $300.0 million, or $7.16 per share of common stock (the "CPPIB Transaction"). Halcón entered into several agreements in connection with the completion of the foregoing transactions:

Stockholders Agreement

Concurrently with the closing of the CPPIB Transaction, Halcón and CPPIB entered into a Stockholders Agreement (the "Stockholders Agreement") providing, among other things, that for as long as CPPIB beneficially owns at least 5% of Halcón's outstanding common stock, Halcón will recommend to its stockholders the election of one designee of CPPIB to Halcón's board of directors, subject to the satisfaction of all legal and governance requirements regarding service as a director of Halcón and to the reasonable approval of the Nominating and Corporate Governance Committee of Halcón's board of directors. Further, in the event that CPPIB beneficially owns at least 20% of Halcón's outstanding common stock and Halcón's board of directors consists of 10 or more persons, then Halcón will cause one additional person designated by CPPIB to be elected or appointed to Halcón's board of directors and thereafter recommend to Halcón's stockholders the election of such additional designee of CPPIB to Halcón's board of directors, in each case, subject to the satisfaction of all legal and governance requirements regarding service as a director of Halcón and to the reasonable approval of the Nominating and Corporate Governance Committee of Halcón's board of directors. CPPIB's rights with respect to the foregoing terminate in the event CPPIB's beneficial ownership of common stock of Halcón drops below such 20% and 5% thresholds, respectively.

The Stockholders Agreement also provides that, subject to the limitations discussed below, so long as CPPIB beneficially owns more than 5% of Halcón's outstanding common stock, CPPIB will have the right to purchase a pro rata portion of any equity securities that Halcón may issue or sell. The foregoing does not apply to equity securities Halcón may issue pursuant to: compensatory arrangements; upon the exercise or conversion of options, warrants or other rights to acquire equity securities; in connection with acquisitions, mergers and business combinations; in connection with debt issuances; and as a dividend or upon a split or other pro rata distribution on Halcón's common stock. . . .

On December 6, 2012, Halcón completed the Williston Basin Transaction, thereby acquiring the Williston Subs, which own, in the aggregate, a total of approximately 81,000 net acres prospective for the Bakken and Three Forks formations primarily located in Williams, Mountrail, McKenzie and Dunn Counties, North Dakota (the "Williston Basin Assets"). Halcón acquired the Williston Subs for a total adjusted purchase price of approximately $1.57 billion, consisting of approximately $756.1 million in cash and approximately $810.1 million in newly issued shares of Halcón preferred stock that will automatically convert into 108,800,993 shares of Halcón common stock (equivalent to a conversion price of approximately $7.45 per share), following stockholder approval of such conversion and an amendment to Halcón's certificate of incorporation to increase the number of shares of common stock that Halcón is authorized to issue.

The shares of preferred stock were issued to the Petro-Hunt Parties in a private placement pursuant to the exemptions from registration provided in Regulation D, Rule 506, under Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act").

In connection with the Williston Basin Transaction, on December 6, 2012 Halcón issued a total of 10,880.0993 shares of its 8% Automatically Convertible Preferred Stock, par value $0.0001 per share at a value of approximately $74,453 per share, comprising approximately $810.1 million of the purchase price paid by Halcón in the Williston Basin Transaction.

Each share of preferred stock will be convertible into a number of shares of Halcón common stock determined by dividing the liquidation preference of the preferred stock, which is equal to the liquidation price plus the amount of any accrued and unpaid dividends through the date of conversion, by the conversion price. No dividend will be paid on the preferred stock if it converts into common stock on or before April 6, 2013. Accordingly, until such date each share of preferred stock will automatically convert into 10,000 shares of common stock at an initial conversion price of approximately $7.45 per share of common stock and each fractional share of preferred stock will be initially convertible into a proportionate number of shares of common stock.

If the preferred stock is not converted into shares of Halcón common stock by April 6, 2013, the holders of the preferred stock will be entitled to receive quarterly dividends, when, as and if declared by Halcón's board of directors, at the rate of 8% per annum on the aggregate liquidation preference per share from the original issue date, or approximately $64.8 million per annum. No dividends shall be payable or accrue on the preferred stock if it converts into common stock before such date.

The shares of Halcón preferred stock were issued to the Petro-Hunt Parties in a private placement pursuant to the exemptions from registration provided in Regulation D, Rule 506, under Section 4(2) of the Securities Act.

Additionally, on December 6, 2012, pursuant to the terms of that certain Common Stock Purchase Agreement dated October 19, 2012 between Halcón and CPPIB, Halcón issued 41,899,441 newly issued shares of its common stock to CPPIB for a total purchase price of approximately $300.0 million, or $7.16 per share. Net proceeds to Halcón were approximately $294.0 million following the payment of an approximate $6.0 million capital commitment payment to CPPIB upon closing of the CPPIB Transaction. The shares of Halcón common stock were issued to CPPIB in a private placement pursuant to the exemptions from registration provided in Regulation D, Rule 506, under Section 4(2) of the Securities Act.

Pursuant to the terms of the Reorganization and Interest Purchase Agreement dated October 19, 2012 by and between Halcón Energy Properties, Inc. and subsidiaries of the Petro-Hunt Parties (the "Purchase Agreement"), Halcón agreed to cause one individual designated by the Petro-Hunt Parties to be elected or appointed to Halcón's board of directors, subject to the reasonable approval of Halcón's Nominating and Corporate Governance Committee, for so long as the Petro-Hunt Parties beneficially own at least 5% of the outstanding shares of Halcón common stock. If the preferred stock has not converted into common stock on or before April 6, 2013 and there is no director appointed by the Petro-Hunt Parties serving on Halcón's board of directors pursuant to the Purchase Agreement, the holders of the preferred stock, voting separately as a class, will be entitled to elect one member to Halcón's board of directors.

Additionally, for as long as the preferred stock has not converted into common stock and remains outstanding, Halcón may not, without the approval of holders of two-thirds of Halcón's preferred stock, undertake any of the following:

• amend, alter, waive, repeal or modify (whether by merger, consolidation or otherwise) any provision of Halcón's certificate of incorporation (including any filing or amending of a certificate of designation for any senior security or parity security) or bylaws so as to adversely affect or otherwise impair any of the rights, preferences, privileges, qualifications, limitations or restrictions of, or applicable to, the preferred stock;

• authorize, issue or increase the authorized amount of any class of senior securities or parity securities;

• increase or decrease (other than by redemption or conversion) the authorized number of shares of Halcón's preferred stock;

• enter into any agreement regarding, or any transaction or series of transactions resulting in, a change of control unless provision is made in the agreement effecting such transaction for the redemption of Halcón's preferred stock in cash in accordance with the certificate of designation for the preferred stock.

Additional information regarding the terms of the preferred stock, the rights of the preferred stockholders and related matters is included in Items 3.02 and 5.03 of this current report and is incorporated herein by reference.

Under the terms of the Stockholders Agreement, CPPIB also has the right to designate one, and under certain circumstances up to two, candidates for election to Halcón's board of directors, as well as certain pre-emptive rights, which are more fully described in Item 1.01 of this current report.

In connection with the closings of the Williston Basin Transaction and the CPPIB Transaction, the size of Halcón's board of directors was increased from 11 to 13 members, and Halcón's board appointed two additional directors as described below.

Appointment of Class B Directors

David S. Hunt

On December 6, 2012, in connection with the closing of the Williston Basin Transaction and pursuant to the terms of the Purchase Agreement, David S. Hunt was appointed to Halcón's board of directors as a Class B director with a term expiring in 2015. On that same date, Halcón's board of directors affirmatively determined that Mr. Hunt is an "independent director" with respect to the Company under the independence rules of the New York Stock Exchange codified in
Section 303A of the NYSE Listed Company Manual.

Mr. Hunt, age 49, is the founder and Managing Partner of Genesis Acquisition Partners, L.P., an independent oil and gas acquisition, development and production company headquartered in Dallas, Texas, since 1995. He has been an active investor in the oil and gas exploration, oil service and midstream sectors for more than 25 years. Mr. Hunt has made numerous equity and debt investments in companies ranging from private start-ups to later stage public companies across a number of different industries. Mr. Hunt was a director of Cornerstone Natural Gas, Inc. (AMEX: CGA) from November 1993, when the company emerged from bankruptcy reorganization, until June 1996 when Cornerstone was sold to El Paso Natural Gas Company. Mr. Hunt graduated from the University of Texas with a BA in Business in 1985.

For his service on Halcón's board of directors, Mr. Hunt will be entitled to the same compensation arrangements as Halcón's other non-employee directors, including an annual cash retainer of $50,000, and equity-based awards in the form of shares of restricted stock under Halcón's 2012 Long-Term Incentive Plan. Upon his appointment to Halcón's board, Mr. Hunt received a grant of 7,800 restricted shares of Halcón common stock. Mr. Hunt also entered into an indemnity agreement with the Company, the form of which was previously filed as Exhibit 10.1 to Halcón's current report on Form 8-K, filed with the SEC on March 19, 2012.

Also on December 6, 2012, in connection with the closing of the CPPIB Transaction and pursuant to the terms of the Stockholders Agreement, Kevin E. Godwin was appointed to Halcón's board of directors as a Class B director with a term expiring in 2015. On that same date, Halcón's board of directors affirmatively determined that Mr. Godwin is an "independent director" with respect to the Company under the independence rules of the New York Stock Exchange codified in Section 303A of the NYSE Listed Company Manual.

Mr. Godwin, age 45, has served as a Senior Portfolio Manager of Canada Pension Plan Investment Board in its Relationship Investments group since 2008. From 2005 to 2008, Mr. Godwin served as a Principal of Birch Hill Equity Partners L.P. From 1995 to 2005, he worked at TD Securities then TD Capital Group Limited, ultimately serving as Vice President and Director. Mr. Godwin began his . . .

On December 5, 2012, Halcón filed with the Delaware Secretary of State a Certificate of Designation, Preferences, Rights and Limitations of 8% Automatically Convertible Preferred Stock (the "Certificate of Designation"), which created the series of preferred stock issued by Halcón on December 6, 2012.

Ranking; Dividends and Distributions. The preferred stock ranks senior to Halcón common stock with respect to payment of dividends and upon liquidation, dissolution or winding up of the Company. If the preferred stock is not converted into shares of Halcón common stock by April 6, 2013 (121 days after the date the preferred stock was issued), the holders of the preferred stock will be entitled to receive quarterly dividends, when, as and if declared by Halcón's board of directors, at the rate of 8% per annum on the aggregate liquidation preference per share from the original issue date, or approximately $64.8 million per annum. No dividends shall be payable or accrue on the preferred stock if it converts into common stock before such date.

In the event of any liquidation, dissolution or winding up of the Company, the holders of the preferred stock will be entitled to receive (before any distribution on Halcón common stock) an amount per share equal to the liquidation preference per share of preferred stock, which is initially $74,453, and will be increased by the amount of any accrued and unpaid dividends on the preferred stock.

Voting Rights. Holders of the preferred stock are entitled to vote on all matters submitted to a vote of the holders of Halcón common stock, including with respect to the election of directors; provided, they are not entitled to vote on proposals to facilitate the conversion of shares of preferred stock. Until such time as stockholder approval of the conversion has been obtained, the aggregate number of votes entitled to be cast by the preferred stock is not . . .

On December 6, 2012, Halcón issued a press release announcing the completion of the Williston Basin Transaction and the CPPIB Transaction. A copy of the press release is furnished as Exhibit 99.3 to this current report and is incorporated herein by reference.

Effective December 6, 2012, and in conjunction with the closing of the Williston Basin Transaction, the borrowing base on Halcón's senior secured revolving credit facility was increased from $525 million to $850 million. The next borrowing base redetermination is scheduled for the second quarter of 2013.

Additional Information About the Williston Basin Transaction

Halcón will file a proxy statement and other documents with the SEC containing proposals relating to the conversion of the preferred stock issued in the Williston Basin Transaction and soliciting stockholder approval. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain these documents free of charge at the SEC's website at www.sec.gov. You may also obtain these documents free of charge at www.halconresources.com. You may also read and copy any reports, statements and other information filed by Halcón with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC's website for further information on its public reference room.

Participants in Solicitation

Halcón and its executive officers and directors may be deemed to be participants in the solicitation of proxies in connection with the proposals described above. Information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.

(a) Financial Statements of Businesses Acquired.

The Independent Auditors' Report and Statements of Revenues and Direct Operating Expenses of the Williston Basin Assets for the three years in the period ended December 31, 2011 and the three and six months ended June 30, 2012 and 2011, including footnotes thereto, were filed as Exhibit 99.2 to Halcón's current report on Form 8-K, filed with the SEC on October 22, 2012 and are incorporated herein by reference.

The statements of revenues and direct operating expenses of the Williston Basin Assets for the three and nine months ended September 30 2012 and 2011, including footnotes thereto, are filed as Exhibit 99.1 to this current report on Form 8-K.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined balance sheet of the Company as of September 30, 2012 and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2011 and the nine months ended September 30, 2012 are attached hereto as Exhibit 99.2 and are incorporated herein by reference. These unaudited pro forma financial statements effect to the Williston Basin Transaction on the bases, and subject to the assumptions, set forth therein in accordance with Article 11 of Regulation S-X.

(d) Exhibits.

Exhibit
No.                                       Description

3.1          Certificate of Designation of 8% Automatically Convertible Preferred
             Stock, dated December 5, 2012.

4.1          Registration Rights Agreement dated December 6, 2012 by and between
             Halcón Resources Corporation and Petro-Hunt Holdings, LLC and Pillar
             Holdings, LLC.

4.2          First Amendment to Registration Rights Agreement dated December 6,
             2012 by and between Halcón Resources Corporation and HALRES LLC.

4.3          First Supplemental Indenture, dated as of December 6, 2012, by and
             among Halcón Resources Corporation, the parties named therein as
             subsidiary guarantors, and U.S. Bank National Association, as trustee,
             relating to the 8.875% senior notes due 2021.

4.4          Third Supplemental Indenture, dated as of December 6, 2012, by and
             among Halcón Resources Corporation, the parties named therein as
             subsidiary guarantors, and U.S. Bank National Association, as trustee,
             relating to the 9.75% senior notes due 2020.

10.1         Stockholders Agreement dated December 6, 2012 by and between Halcón
             Resources Corporation and CPP Investment Board PMI-2 Inc.

--------------------------------------------------------------------------------
99.1    Statements of revenues and direct operating expenses of the Williston
        Basin Assets for the three and nine months ended September 30, 2012 and
        2011.

99.2    Pro forma condensed combined balance sheet of Halcón Resources Corporation
        as of September 30, 2012, and pro forma condensed combined statements of
        operations of Halcón Resources Corporation for the year ended December 31,
        2011 and the nine months ended September 30, 2012, giving effect to the
        Williston Basin Transaction.

99.3    Press release dated December 6, 2012.