Registration Statement on Form S-3 – No Issuance or Sale by the Company

HOUSTON-May 23, 2018 — On May 23, 2018, Vanguard Natural Resources, Inc. (“Vanguard” or the “Company”) filed a Registration Statement on Form S-3 (the “Form S-3 Registration Statement”) with the United States Securities and Exchange Commission (“SEC”).  As previously disclosed, on October 30, 2017, the Company filed with the SEC a Registration Statement on Form S-1 (No. 333-221223), which was amended by Pre-Effective Amendment No. 1, filed on December 1, 2017, and declared effective by the SEC on December 6, 2017 (as amended, the “Initial Registration Statement”).

The Company is not issuing or selling any of its Common Stock and will not receive any proceeds from the offer and sale of any of the Common Stock registered under the Form S-3 Registration Statement.

The Initial Registration Statement related to the offer and resale of up to an aggregate of 17,820,383 shares of Common Stock and 98,110 shares of Common Stock issuable upon exercise of the Warrants, by the selling stockholders named therein.  The Form S-3 Registration Statement, which is a new registration statement, combines the unsold 16,442,753 shares of Common Stock from the Initial Registration Statement (of which, 98,110 shares of Common Stock are issuable upon exercise of the Warrants) with an additional 1,592,585 shares of Common Stock that were acquired by the selling stockholders since the date of filing of the Initial Registration Statement (including such selling stockholders’ pro rata portion, in accordance with the terms of the Company’s plan of reorganization, of 44,220 shares of Common Stock issued to the holders of the Company’s prepetition senior notes and preferred stock under an exemption from the registration requirements of the Securities Act under Section 1145 of the Bankruptcy Code).

The Initial Registration Statement was filed to satisfy the Company’s obligations under the Registration Rights Agreement (the “Registration Rights Agreement”), dated as of August 1, 2017, between the Company and certain parties thereto.  Furthermore, the Registration Rights Agreement provides that if the Company becomes eligible to utilize Form S-3, the Company is entitled to amend the Initial Shelf Registration Statement to a registration statement on Form S-3 or file a Shelf Registration Statement on Form S-3 in substitution of the Initial Shelf Registration Statement as initially filed.

Accordingly, the Form S-3 Registration Statement is an administrative filing which is being filed to convert our Initial Registration Statement into a registration statement on Form S-3.  Pursuant to Rule 429 under the Securities Act, the Form S-3 Registration Statement constitutes a post-effective amendment to the Initial Registration Statement (the “Post-Effective Amendment”), and such Post-Effective Amendment shall hereafter become effective concurrently with the effectiveness of the Form S-3 Registration Statement in accordance with Section 8(c) of the Securities Act.

Although the Registration Statement relating to these securities has been filed with the SEC, it has not yet become effective.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws or any such state or jurisdiction.

About Vanguard Natural Resources, Inc.

Vanguard Natural Resources, Inc. is an independent oil and gas company focused on the acquisition, production and development of oil and natural gas properties. Vanguard’s assets consist primarily of producing and non-producing oil and natural gas reserves located in the Green River Basin in Wyoming, the Permian Basin in West Texas and New Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and Alabama, the Anadarko Basin in Oklahoma and North Texas, the Piceance Basin in Colorado, the Big Horn Basin in Wyoming and Montana, the Arkoma Basin in Arkansas and Oklahoma, the Wind River Basin in Wyoming, and the Powder River Basin in Wyoming. More information on Vanguard can be found at www.vnrenergy.com.

Forward-Looking Statements

We make statements in this news release that are considered forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended. These forward-looking statements are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this news release are not guarantees of future performance, and we cannot assure you that such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors listed in the “Risk Factors” section in our SEC filings and elsewhere in those filings. All forward-looking statements speak only as of the date of this news release. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise.


SOURCE: Vanguard Natural Resources, Inc.

CONTACT: Vanguard Natural Resources, Inc.

Investor Relations

Ryan Midgett, Chief Financial Officer

IR@vnrenergy.com