Use these links to rapidly review the document
Table of Contents
TABLE OF CONTENTS 2
CONTENTS
CONTENTS
INDEX TO CANO PETROLEUM, INC. CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS 6
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material under §240.14a-12

Cano Petroleum, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

        Resaca Exploitation, Inc., which we refer to as Resaca, its wholly-owned subsidiary, Resaca Acquisition Sub, Inc., which we refer to as Merger Sub, and Cano Petroleum, Inc., which we refer to as Cano, have entered into an Agreement and Plan of Merger, dated September 29, 2009, which we refer to as the merger agreement. Under the merger agreement, Resaca will acquire Cano through a merger of Merger Sub with and into Cano, which we refer to as the merger. Following the merger, Cano will be the surviving corporation and will continue as a wholly-owned subsidiary of Resaca. The merger agreement is attached as Annex A to this proxy statement/prospectus, which we refer to as the proxy statement.

        At the effective time of the merger and assuming the Resaca shareholder approval of an amendment to Resaca's certificate of formation to effect a reverse split of the outstanding shares of Resaca common stock, par value $0.01 per share, which we refer to as Resaca common stock, by a ratio of one-for-five immediately prior to the merger, which we refer to as the Reverse Stock Split, each outstanding share of Cano common stock, par value $0.0001 per share, which we refer to as Cano common stock, will be converted into the right to receive 0.42 shares of Resaca common stock and each outstanding share of Cano Series D Convertible Preferred Stock, no par value per share, which we refer to as Cano preferred stock, will be converted into the right to receive one share of a newly designated class of Resaca Series A Convertible Preferred Stock, par value $0.01 per share, which we refer to as Resaca preferred stock, each as described under "Description of Resaca Capital Stock" in this proxy statement. Immediately following the merger and prior to completion of the offering (as defined below), Cano common stockholders will hold approximately 50% of the common stock of the combined company, and Resaca shareholders will hold approximately 50% of the common stock of the combined company.

        Resaca common stock is listed on the AIM market of the London Stock Exchange, which we refer to as the AIM, under the symbols "RSOX" and "RSX." Resaca common stock has been approved for listing on the NYSE Amex under the symbol "RSOX." Upon the consummation of the merger and the concurrent equity offering, Resaca common stock will be traded on the NYSE Amex and the AIM under the symbol "RSOX." Cano common stock is currently listed on the NYSE Amex under the symbol "CFW."

        This proxy statement describes the merger agreement, the merger and the transactions related to the merger in detail and provides information concerning the special meeting of Cano stockholders. The completion of the merger is conditioned upon (i) Resaca's shareholders approving the issuance of shares of Resaca common stock and Resaca preferred stock to the Cano common stockholders and preferred stockholders, respectively, in the merger; (ii) Resaca's shareholders approving the issuance of up to $75 million in Resaca common stock (which amount may be increased or decreased in the sole discretion of the Resaca board of directors in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder) in an underwritten public offering, which we refer to as the offering; (iii) Resaca's shareholders approving the Reverse Stock Split; (iv) Resaca's shareholders approving an amendment to the Resaca Exploitation, Inc. 2008 Stock Incentive Plan, which we refer to as the Incentive Plan, to increase the number of shares of Resaca common stock reserved for issuance under the Incentive Plan by 4,000,000 shares and to prohibit the repricing of any award granted under the Incentive Plan; (v) Cano's common and preferred stockholders adopting the merger agreement; and (vi) Cano's common and preferred stockholders approving the amendment of Cano's certificate of incorporation by amending its Certificate of Designations, Rights and Preferences of the Series D Convertible Preferred Stock, dated August 31,

2006, which we refer to as the Cano Series D Amendment. The Cano Series D Amendment is attached as Annex D to this proxy statement.

The board of directors of Cano unanimously recommends that its stockholders vote "FOR" the proposals before them.

Your vote is very important.    Whether or not you plan to attend Cano's special meeting, please take the time to vote by completing and mailing the enclosed proxy card or voting instruction card, or, if the option is available to you, by granting your proxy electronically over the Internet or by telephone.

        This document is a prospectus relating to the shares of Resaca common stock to be issued in the merger and a proxy statement for Cano to solicit proxies for its special meeting of stockholders. It contains answers to frequently asked questions and a summary of the important terms of the merger, the merger agreement and related transactions, followed by a more detailed discussion.

For a discussion of certain significant matters that you should consider before voting on the proposed transaction, see "Risk Factors" beginning on page I-54.

Sincerely,
J.P. Bryan Chairman of the Board Resaca Exploitation, Inc.	S. Jeffrey Johnson Chairman of the Board and Chief Executive Officer Cano Petroleum, Inc.

Neither the Securities and Exchange Commission, which we refer to as the SEC, nor any state securities commission has approved or disapproved of the transactions described in this proxy statement or the securities to be issued pursuant to the merger or passed upon the adequacy or accuracy of the disclosure in this proxy statement. Any representation to the contrary is a criminal offense.

        This proxy statement is dated June 2, 2010 and is first being mailed to stockholders of Cano on or about June 2, 2010.

CANO PETROLEUM, INC.
801 Cherry Street, Suite 3200
Fort Worth, Texas 76102
(817) 698-0900

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 23, 2010

To the Stockholders of Cano Petroleum, Inc.:

        NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Cano Petroleum, Inc., a Delaware corporation, which we refer to as Cano, will be held at The Fort Worth Club, located at 306 W. 7^th Street, Suite 1100, Fort Worth, Texas 76102, on Wednesday, June 23, 2010 at 10:00 a.m., Fort Worth, Texas time, for the following purposes:

1.

To consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated September 29, 2009, which we refer to as the merger agreement, by and among Cano, Resaca Exploitation, Inc., a Texas corporation, which we refer to as Resaca, and Resaca Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Resaca, which we refer to as Merger Sub, and the merger contemplated thereby, pursuant to which Merger Sub will merge with and into Cano;



2.

To consider and vote upon a proposal to amend the Certificate of Designations, Rights and Preferences of the Series D Convertible Preferred Stock of Cano, dated August 31, 2006, as amended, which we refer to as the Cano Series D Amendment;



3.

To consider and vote upon proposal to adjourn the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of proposal 1 or 2; and



4.

To transact such other business incident to the conduct of the meeting as may properly come before the meeting or any adjournments or postponements thereof.

        Only stockholders of record of Cano common stock, par value $0.0001 per share, which we refer to as Cano common stock, and Cano Series D Convertible Preferred Stock, no par value per share, which we refer to as Cano preferred stock, at the close of business on May 21, 2010, which we refer to as the Cano record date, are entitled to notice of and to vote at the special meeting or at any adjournments or postponements thereof. Each share of Cano common stock is entitled to one vote per share. Each share of Cano preferred stock is entitled to (i) one vote per share for proposals 1 and 2; and (ii) approximately 173.913 votes per share (voting on an as-converted basis to Cano common stock) on proposal 3.

        As of April 5, 2010, the holders of a majority of the outstanding shares of Cano preferred stock had executed and delivered voting agreements, with irrevocable proxies, agreeing to vote in favor of the Cano Series D Amendment and the merger agreement and executed a written consent in lieu of special meeting, whereby those holders approved the Cano Series D Amendment and the adoption of the merger agreement.

The first two proposals listed above relating to the merger and the Cano Series D Amendment are conditioned upon each other and the approval of each such proposal is required for completion of the merger.

        The affirmative vote of both (a) a majority of the outstanding shares of Cano common stock, voting as a separate class; and (b) a majority of the outstanding shares of Cano preferred stock, voting as a separate class, is required to approve the merger agreement and the Cano Series D Amendment. The approval of the adjournment of the meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of proposals 1 or 2 requires the affirmative vote of a majority of the shares cast affirmatively or negatively of Cano common stock and Cano preferred stock, voting as a single class with the Cano preferred stock voting on an as-converted basis to Cano common stock.

        A complete list of Cano stockholders entitled to vote at the special meeting will be available for examination at Cano's offices in Fort Worth, Texas during normal business hours by any Cano stockholder for any purpose relevant to the special meeting for a period of ten days prior to the special meeting. This list will also be available at the special meeting and any Cano stockholder may inspect it for any purpose relevant to the special meeting.

The members of the Cano board of directors, who voted, unanimously approved and adopted the merger agreement and the transactions contemplated by it, declared its advisability, and recommend that the Cano stockholders vote "FOR" the adoption of the merger agreement, "FOR" the adoption of the Cano Series D Amendment and "FOR" the approval of proposal 3 above. As described on pages I-108 to I-109, some Cano directors and executive officers will receive substantial financial benefits as well as other valuable consideration as a result of the merger.

        Your vote is important.    Even if you plan to attend the special meeting in person, we request that you sign and return the enclosed proxy or voting instruction card and thus ensure that your shares will be represented at the special meeting if you are unable to attend. If you do attend the special meeting and wish to vote in person, you may withdraw your proxy and vote in person.

By Order of the Board of Directors,

S. Jeffrey Johnson
Chairman of the Board and Chief Executive Officer

June 2, 2010

Table of Contents

REFERENCES IN THIS PROXY STATEMENT			v
CHAPTER I—THE MERGER			I-1
	QUESTIONS AND ANSWERS ABOUT THE CANO SPECIAL MEETING OF STOCKHOLDERS		I-1
		GENERAL	I-1
		INFORMATION REGARDING RESACA'S ANNUAL MEETING OF SHAREHOLDERS	I-8
	SUMMARY		I-12
		THE PARTIES	I-12
		THE MERGER OF RESACA AND CANO	I-13
		THE COMBINED COMPANY	I-13
		COMBINED PRODUCTION AND RESERVE DATA	I-14
		OUR PROPERTIES	I-17
		THE MERGER AGREEMENT	I-18
		FINANCIAL ADVISORS	I-19
		INTERESTS OF CANO DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER	I-20
		MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER	I-20
		ACCOUNTING TREATMENT OF THE MERGER	I-21
		APPRAISAL RIGHTS	I-21
		RISKS ASSOCIATED WITH THE MERGER	I-21
		MATERIAL DIFFERENCES IN THE RIGHTS OF CANO STOCKHOLDERS AND RESACA SHAREHOLDERS	I-21
		CONDITIONS TO COMPLETION OF THE MERGER	I-22
		TIMING OF THE MERGER	I-23
		NO SOLICITATION OF OTHER OFFERS	I-23
		TERMINATION OF THE MERGER AGREEMENT	I-23
		TERMINATION FEES	I-24
		THE MEETINGS—MATTERS TO BE CONSIDERED	I-24
		RECORD DATES; SHARE OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS	I-25
		VOTES REQUIRED	I-25
		QUORUM AND ABSTENTIONS	I-26
		RECENT DEVELOPMENTS	I-27
		CONTACT INFORMATION OF THE COMBINED COMPANY	I-29
		ORGANIZATIONAL STRUCTURE	I-29
	SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF RESACA		I-30
	SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF CANO		I-32
	UNAUDITED PRO FORMA COMBINED FINANCIAL DATA		I-34
	PRO FORMA COMBINED SUPPLEMENTARY FINANCIAL INFORMATION FOR OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED)		I-41
	SUMMARY OIL AND GAS DATA		I-43
	COMPARATIVE PER SHARE DATA (UNAUDITED)		I-48
	COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION		I-50

i

CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS		I-52
RISK FACTORS		I-54
	RISKS RELATING TO THE MERGER	I-54
	RISKS RELATING TO THE COMBINED COMPANY AFTER THE MERGER	I-59
	RISKS RELATING TO THE OIL AND GAS INDUSTRY	I-73
	RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK	I-78
THE MERGER		I-81
	GENERAL	I-81
	BACKGROUND OF THE MERGER	I-81
	RESACA'S REASONS FOR THE MERGER AND THE SHARE ISSUANCES	I-87
	RECOMMENDATION OF THE RESACA BOARD OF DIRECTORS	I-90
	CANO'S REASONS FOR THE MERGER	I-90
	RECOMMENDATION OF THE CANO BOARD OF DIRECTORS	I-93
	ANALYSIS OF FINANCIAL ADVISOR TO THE RESACA BOARD OF DIRECTORS	I-93
	OPINION OF CANO'S FINANCIAL ADVISOR	I-94
	ACCOUNTING TREATMENT	I-107
	OPINION AS TO MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER	I-107
	INTERESTS OF CERTAIN PERSONS IN THE MERGER	I-107
	APPRAISAL RIGHTS	I-109
	CANO VOTING AGREEMENTS	I-113
	INVESTORS RIGHTS AGREEMENT WITH HOLDERS OF RESACA PREFERRED STOCK	I-113
	NYSE AMEX LISTING OF RESACA COMMON STOCK; DELISTING AND DEREGISTRATION OF CANO COMMON STOCK	I-115
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER		I-116
THE MERGER AGREEMENT		I-120
	GENERAL	I-120
	MANNER AND BASIS OF CONVERTING SECURITIES	I-121
	REPRESENTATIONS AND WARRANTIES	I-122
	CONDUCT OF BUSINESS PENDING THE MERGER	I-123
	CERTAIN ADDITIONAL PROVISIONS	I-123
	CONDITIONS TO THE MERGER	I-124
	TERMINATION	I-126
	TERMINATION FEES AND EXPENSES	I-127
	AMENDMENT; EXTENSION AND WAIVER	I-128
THE COMPANIES		I-129
	RESACA	I-129
	CANO	I-129
	MERGER SUB	I-129
MANAGEMENT		I-130
	CURRENT DIRECTORS, EXECUTIVE OFFICERS AND DIRECTOR NOMINEES	I-130
	COMMITTEES OF THE RESACA BOARD OF DIRECTORS	I-136
	DEALING CODE	I-137
DESCRIPTION OF RESACA CAPITAL STOCK		I-138
	RESACA COMMON STOCK	I-138
	RESACA PREFERRED STOCK	I-138

ii

		ANTI-TAKEOVER LAW AND CERTAIN CHARTER AND BYLAW PROVISIONS	I-143
		LIMITATION OF LIABILITY; INDEMNIFICATION	I-143
		STOCK EXCHANGES	I-144
		TRANSFER AGENT AND REGISTRAR	I-144
	COMPARISON OF RIGHTS OF RESACA SHAREHOLDERS AND CANO STOCKHOLDERS		I-145
	REVERSE STOCK SPLIT		I-163
		PURPOSE	I-163
		PRINCIPAL EFFECTS OF THE REVERSE STOCK SPLIT	I-163
		EFFECT ON AUTHORIZED SHARES	I-164
		POTENTIAL ANTI-TAKEOVER EFFECT	I-164
		EFFECT ON ACCOUNTING MATTERS	I-164
		NO DISSENTER'S RIGHTS	I-164
		FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT	I-164
	INCENTIVE PLAN AMENDMENT		I-166
		DESCRIPTION OF THE INCENTIVE PLAN AMENDMENT	I-166
		DESCRIPTION OF AMENDED INCENTIVE PLAN	I-167
		FEDERAL INCOME TAX CONSEQUENCES.	I-171
CHAPTER II—THE CANO SPECIAL MEETING OF STOCKHOLDERS			II-1
		TIME AND PLACE	II-1
		PURPOSE OF THE SPECIAL STOCKHOLDER MEETING	II-1
		RECORD DATE AND OUTSTANDING SHARES	II-1
		SHARE OWNERSHIP OF CANO DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT STOCKHOLDERS	II-2
		QUORUM AND VOTE NECESSARY TO APPROVE PROPOSALS	II-2
		VOTING OF PROXIES	II-2
		REVOCATION OF PROXIES	II-3
		SOLICITATION OF PROXIES	II-3
	CANO SPECIAL MEETING PROPOSALS		II-4
		PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT	II-4
		PROPOSAL 2: CANO SERIES D AMENDMENT	II-4
		PROPOSAL 3: POSSIBLE MEETING ADJOURNMENT OR POSTPONEMENT	II-7
	FUTURE CANO STOCKHOLDER PROPOSALS		II-7
	LEGAL MATTERS		II-7
	EXPERTS		II-7
	WHERE YOU CAN FIND MORE INFORMATION		II-8
CHAPTER III—BUSINESS & FINANCIAL INFORMATION OF RESACA AND CANO			III-1
	BUSINESS AND PROPERTIES		III-1
	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF RESACA		III-27
	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CANO		III-66

iii

CHAPTER IV—COMPENSATION DISCUSSION & ANALYSIS OF RESACA		IV-1
	COMPENSATION COMMITTEE REPORT	IV-13
	EXECUTIVE COMPENSATION	IV-13
	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	IV-17
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	IV-17
	EQUITY COMPENSATION PLAN INFORMATION	IV-21
	COMPARISON OF STOCKHOLDER RETURN	IV-23
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	IV-24
INDEX TO FINANCIAL STATEMENTS		F-1
	UNAUDITED PRO FORMA COMBINED FINANCIAL DATA	F-2
	NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS	F-6
	PRO FORMA COMBINED SUPPLEMENTARY FINANCIAL INFORMATION FOR OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED)	F-9
	RESACA EXPLOITATION, INC. AND SUBSIDIARY CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2009, 2008 AND 2007	F-11
	RESACA EXPLOITATION, INC. AND SUBSIDIARY CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2010 AND 2009	F-38
	CANO PETROLEUM, INC. CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2009, 2008 AND 2007	F-59
	CANO PETROLEUM, INC. CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2010 AND 2009	F-107
LIST OF ANNEXES
Annex A—Agreement and Plan of Merger, as amended		A-1
Annex B—Opinion of RBC Capital Markets Corporation		B-1
Annex C—Proposed Charter Amendment for Reverse Stock Split		C-1
Annex D—Proposed Cano Series D Amendment		D-1
Annex E—Section 262 of the General Corporation Law of the State of Delaware		E-1
Annex F—Investors Rights Agreement		F-1
Annex G—Glossary of Oil and Gas Terms		G-1
Annex H—Asset Transfer Agreement		H-1
Annex I—Resaca Exploitation, Inc. 2008 Stock Incentive Plan (together with the First Amendment to Resaca Exploitation, Inc. 2008 Stock Incentive Plan)		I-1
Annex J—Second Amendment to Resaca Exploitation, Inc. 2008 Stock Incentive Plan		J-1

iv

REFERENCES IN THIS PROXY STATEMENT

        The merger, the offering and refinancing of the combined company's indebtedness are conditioned upon the closing of each other. Therefore, we have combined a portion of the operational and reserve data and financial information to allow Cano stockholders to evaluate the meeting proposals as if the merger and related transactions are completed as of the date of this proxy statement/prospectus, which we refer to as the proxy statement. As used in this proxy statement, unless otherwise stated or the context otherwise indicates, all references to:

•

the "AIM" refers to the AIM market of the London Stock Exchange;

•

"Cano" refers to Cano Petroleum, Inc. and its consolidated subsidiaries prior to the completion of the merger;

•

"Cano common stock" refers to Cano's common stock, par value $0.0001 per share;

•

"Cano preferred stock" refers to Cano's Series D Convertible Preferred Stock, par value $0.0001 per share;

•

"Cano stock options" refers to options to acquire 1,320,910 shares of Cano common stock;

•

the "combined company," "we," "our," and "us" refer to Resaca as a combined company with Cano following the completion of the merger;

•

"Incentive Plan" refers to the Resaca Exploitation, Inc. 2008 Stock Incentive Plan, as amended by the First Amendment to Resaca Exploitation, Inc. 2008 Stock Incentive Plan;

•

"Incentive Plan Amendment" refers to the Second Amendment to Resaca Exploitation, Inc. 2008 Stock Incentive Plan;

•

the "merger" refers to the merger between Cano and Resaca as described in this proxy statement and the merger agreement;

•

the "Merger and the Share Issuances" refers to (i) the issuance of Resaca common stock and Resaca preferred stock, pursuant to the merger agreement; (ii) the merger; and (iii) the issuance of more than 25% of the aggregate number of shares of Resaca common stock issued and outstanding at the commencement of Resaca's fiscal year 2010 under Article V(b) of Resaca's certificate of formation in order to effect the issuance of Resaca common stock and Resaca preferred stock in conjunction with the merger and issuance of up to $75 million in Resaca common stock in an underwritten public offering (which amount may be increased or decreased in the sole discretion of the Resaca board of directors in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder);

•

the "merger agreement" refers to the Agreement and Plan of Merger, dated as of September 29, 2009, by and among Resaca, Merger Sub and Cano, as amended by (i) Amendment No. 1 to the Agreement and Plan of Merger, dated as of February 24, 2010; (ii) Amendment No. 2 to the Agreement and Plan of Merger, dated April 1, 2010; (iii) Amendment No. 3 to the Agreement and Plan of Merger, dated April 28, 2010; and (iv) Amendment No. 4 to the Agreement and Plan of Merger, dated May 19, 2010;

•

"Merger Sub" refers to Resaca Acquisition Sub, Inc., a wholly-owned subsidiary of Resaca, prior to the completion of the merger;

•

the "New Facility" refers to a firm commitment from UBNA, as administrative agent and an issuing lender, and Natixis New York Branch, which we refer to as Natixis, as an issuing lender, to arrange a new revolving senior secured credit facility providing for first priority loan borrowings not to exceed a borrowing base initially determined at $90 million with financial institutions acceptable to Resaca and the issuing lenders;

v

•

"offering" refers to the underwritten public offering of between $50 million and $75 million in Resaca common stock which amount includes the underwriters' 30 day option to purchase additional shares of Resaca common stock to cover overallotments, and which amount may be increased or decreased in the sole discretion of the Resaca board of directors in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

•

"PBWS" refers to Permian Basin Well Services, LLC;

•

"Resaca" refers to Resaca Exploitation, Inc. and its consolidated subsidiary collectively prior to the completion of the merger;

•

"Resaca common stock," "our common stock" or "common stock" refer to Resaca's or the combined company's common stock, par value $0.01 per share;

•

"Resaca preferred stock," "our preferred stock" or "preferred stock" refers to Resaca's Series A Convertible Preferred Stock, par value $0.01 per share, which will be issued to the holders of Cano preferred stock in the merger;

•

"Reverse Stock Split" refers to a reverse split of the outstanding shares of Resaca common stock by a ratio of one-for-five immediately prior to the merger;

•

"Rig Acquisition" refers to Resaca's acquisition of workover rig operations, a building and a yard from PBWS and Resaca's issuance of 3,320,250 shares of Resaca common stock as consideration for such acquisition;

•

"Torch" refers to Torch Energy Advisors Incorporated; and

•

"UBNA" refers to Union Bank of North America, N.A., formerly known as Union Bank of California, N.A.

        In addition, all discussions of Resaca outstanding shares, shares of restricted stock and options, pro forma for the merger with Cano, assume that (i) all Cano restricted stock is converted into Resaca common stock and (ii) all Cano stock options became Resaca stock options. Where indicated in this proxy statement, information in this proxy statement, including but not limited to share calculations and the exchange ratio in the merger, is presented as if the Resaca shareholders and/or the Cano stockholders have approved the following:

•

the merger;

•

the issuance of Resaca common stock and Resaca preferred stock in conjunction with the merger;

•

the Reverse Stock Split (requires Resaca shareholder approval only);

•

the Incentive Plan Amendment (requires Resaca shareholder approval only); and

•

the Rig Acquisition (requires Resaca shareholder approval only).

        Where indicated in this proxy statement, including as described with the terms "combined company" or "pro forma combined," pro forma combined financial information presented in this proxy statement gives effect to the completion of the merger and the Reverse Stock Split. For a complete description of the adjustments we have made to arrive at the pro forma combined financial measures that we present in this proxy statement, please read "Unaudited Pro Forma Combined Financial Data" beginning on page F-2 of this proxy statement. Where indicated in this proxy statement, including as described with the terms "Resaca," "Cano," and "historical," separate and/or historical information of Resaca and Cano presented in this proxy statement gives no effect to the completion of the merger or the Reverse Stock Split.

vi

CHAPTER I—THE MERGER

QUESTIONS AND ANSWERS ABOUT THE CANO SPECIAL MEETING OF STOCKHOLDERS

Set forth below are commonly asked questions and answers about the merger and the Cano special meeting of stockholders. For a more complete description of the legal and other terms of the merger, please read carefully this entire proxy statement, including the annexes and the other documents referred to herein and the other available information referred to in "Where You Can Find More Information" on page II-8.

General

Q:

Why am I receiving these materials?

A:

We are sending you these materials to help you decide how to vote your shares of Cano stock with respect to our proposed merger.

The merger cannot be completed unless the Resaca shareholders approve the Merger and the Share Issuances, the Reverse Stock Split and the Incentive Plan Amendment and Cano common and preferred stockholders adopt the merger agreement and approve the Cano Series D Amendment. Resaca is holding its annual meeting of shareholders and Cano is holding a special meeting of stockholders to vote on the proposals necessary to complete the merger. Information about the Cano special meeting, the merger and the other business to be considered by the Cano stockholders is contained in this proxy statement.

As of April 5, 2010, the holders of a majority of the outstanding shares of Cano preferred stock had executed and delivered voting agreements, with irrevocable proxies, agreeing to vote in favor of the Cano Series D Amendment and the merger agreement and executed a written consent in lieu of special meeting, whereby those holders approved the Cano Series D Amendment and the adoption of the merger agreement. Holders of Cano preferred stock are entitled to appraisal rights under the General Corporation Law of the State of Delaware, which we refer to as the DGCL in respect of the merger.

We are delivering this document to you as both a proxy statement of Cano and as a prospectus of Resaca. It is a proxy statement because Cano's board of directors is soliciting proxies from its stockholders. It is a prospectus because Resaca will exchange shares of Resaca common stock and Resaca preferred stock for shares of Cano common stock and Cano preferred stock in the merger.

Q:

Why are Resaca and Cano proposing the merger?

A:

Resaca and Cano believe that the merger will:

•

combine complementary assets and create balanced growth opportunities for the combined company;

•

result in significant cost savings and efficiencies for the combined company;

•

allow for near-term low risk production enhancement through increased productivity of the combined company;

•

provide strategic consistency to the combined company; and

•

create more efficient access to capital for the combined company.

Please review the more detailed description of our reasons for the merger beginning on pages I-87 and I-90.

I-1

Q:

What will happen if the merger is completed?

A:

Resaca will acquire Cano through the merger of Merger Sub, a wholly-owned subsidiary of Resaca, with and into Cano. Cano will be the entity surviving the merger and will continue as a wholly-owned subsidiary of Resaca after the merger. Resaca will continue as a public company, and following the merger the combined company will be a domestic independent oil and gas company.

Q:

What will Cano stockholders and Resaca shareholders receive in the merger?

A:

In the merger, holders of Cano common stock will receive 0.42 shares of Resaca common stock for each share of Cano common stock outstanding. This exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to the consummation of the merger. Immediately following completion of the merger, prior to the completion of the offering, Cano common stockholders will own approximately 50% of the common stock of the combined company.

Holders of Cano preferred stock will receive one share of Resaca preferred stock for each share of Cano preferred stock. Immediately following the effective time of the merger, each share of Resaca preferred stock initially will be convertible into the right to receive approximately 201.491 shares of Resaca common stock.

Resaca shareholders will continue to own their existing shares, of which there are approximately 19,389,499 shares outstanding immediately following the Reverse Stock Split and at effective time of the merger.

For more information, please see "The Merger Agreement—Manner and Basis of Converting Securities" beginning on page I-121.

Q:

When do Resaca and Cano expect to complete the merger?

A:

Resaca and Cano expect to complete the merger after all conditions to the merger as set forth in the merger agreement are satisfied or waived, including the shareholder and stockholder approvals required at the meetings of Resaca and Cano, respectively. Resaca and Cano currently expect to complete the merger by the end of June 2010. However, it is possible that factors outside of either company's control could require Resaca or Cano to complete the merger at a later time or not to complete it at all.

Q:

How does the board of directors of Cano recommend that I vote?

A:

The Cano board of directors unanimously recommends that holders of Cano common stock and Cano preferred stock vote "FOR" the proposals, including the adoption of the merger agreement and the Cano Series D Amendment.

Q:

What do I need to do now?

A:

After carefully reading and considering the information contained in this proxy statement, please vote your shares as soon as possible so that your shares will be represented at the Cano special meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker, bank or other nominee.

Q:

How do I vote?

A:

You may vote before Cano's special meeting in one of the following ways:

•

use the U.S. toll-free number shown on your proxy card;

•

visit the website shown on your proxy card to vote via the Internet; or

I-2

•

complete, sign, date and return the enclosed proxy card in the enclosed return envelope. If you sign and send in your proxy card and do not indicate how you want to vote, your proxy will be counted as a vote in favor of the proposals to be voted on at the Cano special meeting.

You may also cast your vote in person at the Cano special meeting. To assure that Cano obtains your vote, please vote as instructed on your proxy card, even if you plan to attend the Cano special meeting in person.

If your shares are held in "street name", through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. "Street name" holders who wish to vote at the special meeting will need to obtain a proxy form from the institution that holds their shares.

Q:

When and where is the Cano special meeting of stockholders to be held?

A:

The Cano special meeting of stockholders will take place on Wednesday, June 23, 2010 at 10:00 a.m., Fort Worth, Texas time. The location of the special meeting is The Fort Worth Club located at 306 W. 7^th Street, Suite 1100, Fort Worth, Texas 76102.

Q:

What constitutes a quorum for Cano?

A:

Stockholders who hold a majority in voting power of the Cano common stock and Cano preferred stock issued and outstanding as of the close of business on the record date and who are entitled to vote must be present or represented by proxy in order to constitute a quorum to conduct business at the Cano special meeting.

Q:

What vote is required for Cano's approval relating to the merger?

A:

The affirmative vote of a majority of the outstanding shares of Cano common stock, voting as a separate class, and the affirmative vote of a majority of the outstanding shares of Cano preferred stock, voting as a separate class, is required to adopt the merger agreement and the Cano Series D Amendment. The affirmative vote of a majority of the shares cast affirmatively or negatively of Cano common stock and Cano preferred stock, voting as a single class with the Cano preferred stock voting on an as-converted basis to Cano common stock, is required to approve the Cano meeting adjournment proposal.

Your vote is very important to us. You are encouraged to submit a proxy as soon as possible.

Q:

If my shares of Cano common stock are held in "street name" by my broker, bank or other nominee, will my broker, bank or other nominee vote my shares of Cano common stock for me?

A:

Unless you instruct your broker, bank or other nominee how to vote your shares of Cano common stock, your shares will NOT be voted.

In connection with the Cano special meeting, broker non-votes will not be considered in determining the presence of a quorum, but abstentions will be considered. Broker non-votes will not be considered in determining the presence of a quorum at the Cano special meeting because only non-routine voting matters are on the ballot. Broker non-votes will have the same effect as voting "AGAINST" the proposals to (i) adopt the merger agreement and approve of the merger or (ii) approve the Cano Series D Amendment. Abstentions will also have the same effect as voting "AGAINST" each of the foregoing Cano proposals.

An abstention occurs when a Cano stockholder abstains from voting (either in person or by proxy) on one or more of the proposals. Broker non-votes occur when a bank, broker or other nominee returned a proxy but does not have authority to vote on a particular proposal. You should therefore provide your broker, bank or other nominee with instructions as to how to vote your shares of Cano common stock.

I-3

Q:

What if I do not vote on the matters relating to the merger?

A:

If you are a Cano stockholder and you fail to vote or fail to instruct your broker, bank or other nominee how to vote on the approval of the merger agreement, your failure to vote will have the same effect as a vote "AGAINST" the adoption of the merger agreement. If you respond with an "abstain" vote, your proxy will have the same effect as a vote "AGAINST" this proposal. If you respond but do not indicate how you want to vote on the adoption of the merger agreement, your proxy will be counted as a vote "FOR" the adoption of the merger agreement.

If you are a Cano stockholder and you fail to vote or fail to instruct your broker, bank or other nominee how to vote on the Cano Series D Amendment, your failure to vote will have the same effect as a vote "AGAINST" the Cano Series D Amendment. If you respond with an "abstain" vote, your proxy will have the same effect as a vote "AGAINST" this proposal. If you respond but do not indicate how you want to vote on the Cano Series D Amendment, your proxy will be counted as a vote "FOR" the Cano Series D Amendment.

The adoption of the merger agreement and the Cano Series D Amendment are conditioned on each other, and approval of each is required for completion of the merger.

If you are a Cano stockholder and you fail to vote or fail to instruct your broker, bank or other nominee how to vote on the Cano meeting adjournment proposal, your failure to vote will not affect the Cano meeting adjournment proposal. An "abstention" vote will similarly not affect the Cano meeting adjournment proposal. If you respond but do not indicate how you want to vote on the Cano meeting adjournment proposal, your proxy will be counted as a vote "FOR" the Cano meeting adjournment proposal.

Q:

What if I hold shares of both Resaca and Cano?

A:

If you are a shareholder of Resaca and a stockholder of Cano, you will receive two separate packages of proxy materials. A vote as a Resaca shareholder for the Merger and the Share Issuances, the Reverse Stock Split or the Incentive Plan Amendment will not constitute a vote as a Cano stockholder for the adoption of the merger agreement or the Cano Series D Amendment, or vice versa. Therefore, please sign and return all proxy cards that you receive, whether from Resaca or Cano, or vote as a Cano stockholder by Internet or telephone.

Q:

May I change my vote after I have delivered my proxy or voting instruction card?

A:

Yes. You may change your vote at any time before your proxy is voted at the Cano special meeting. You can do this in one of four ways:

•

by sending a notice of revocation to the corporate secretary of Cano;

•

by sending a completed proxy card bearing a later date than your original proxy card;

•

by logging onto the Internet website specified on your proxy card in the same manner you would submit your proxy electronically or by calling the telephone number specified on your proxy card, in each case if you are eligible to do so and following the instructions on the proxy card; or

•

by attending the Cano special meeting and voting in person. Your attendance alone will not revoke your proxy.

If you choose any of the first three methods, you must take the described action no later than the beginning of the special meeting.

If your shares are held in an account at a broker, bank or other nominee, you should contact your broker, bank or other nominee to change your vote.

I-4

Q:

What are the material U.S. federal income tax consequences of the merger?

A:

The merger is intended to qualify as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the Internal Revenue Code, such that a U.S. Holder (as defined in "Material U.S. Federal Income Tax Consequences of the Merger" on page I-116) whose shares of Cano stock are exchanged in the merger solely for shares of Resaca stock will not recognize gain or loss, except with respect to cash received in lieu of fractional shares of Resaca stock. The merger is conditioned on the receipt of a legal opinion from tax counsel for Cano that the merger will be treated for U.S. federal income tax purposes as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code and that each of Cano and Resaca will be a party to the reorganization within the meaning of Section 368 of the Internal Revenue Code.

For a more complete discussion of the U.S. federal income tax consequences of the merger, see "Material U.S. Federal Income Tax Consequences of the Merger" on page I-116. Tax matters are complicated and the consequences of the merger to you will depend on your particular facts and circumstances. Please consult with your tax advisor as to the specific tax consequences of the merger to you, including the applicability of U.S. federal, state, local, foreign and other tax laws.

Q:

Is the consummation of the merger contingent on the approval of any party other than the shareholders of Resaca and the stockholders of Cano?

A:

In addition to Resaca shareholder and Cano stockholder approval, the consummation of the merger is contingent upon the following:

•

the approval and implementation of the Reverse Stock Split and the Incentive Plan Amendment;

•

the Resaca common stock to be issued in the merger having been approved for listing on the NYSE Amex, which approval was received by Resaca on March 30, 2010;

•

because the merger will constitute a reverse takeover under the AIM rules, Resaca common stock must be readmitted to trading on the AIM immediately following the merger. Following the Resaca annual meeting and the pricing of the offering on June 23, 2010, it is anticipated that trading of Resaca common stock on the AIM will be suspended until the completion of the merger and the closing of the offering. It is anticipated that Resaca common stock will be readmitted to the AIM and the suspension of trading lifted on June 30, 2010.

•

all indebtedness under Resaca's and Cano's credit facilities having been repaid or refinanced, or Resaca and Cano having received the consent of the lenders under such credit facilities to enter into the merger; and

•

the completion of the offering.

Resaca and Cano currently expect each of these conditions to be satisfied prior to or promptly after Resaca's annual meeting of shareholders and Cano's special meeting of stockholders. However, it is possible that factors outside of either company's control could delay the satisfaction of these conditions or these conditions could not occur or be satisfied at all. See "Summary—Conditions to Completion of the Merger" beginning on page I-22.

Q:

Am I entitled to appraisal rights?

A:

Cano's preferred stockholders are entitled to appraisal rights. Cano's common stockholders are not entitled to appraisal rights. Resaca shareholders are also not entitled to appraisal rights.

Q:

Where will my shares be traded after the merger?

A:

Upon the consummation of the merger and the offering, Resaca common stock will be traded on the NYSE Amex and the AIM under the symbol "RSOX." Upon consummation of the merger,

I-5

Cano common stock will no longer be publicly traded. Resaca preferred stock will not be publicly traded.

Q:

Who will be the directors of the combined company?

A:

If the merger occurs, the size of the combined company's board of directors will be increased from five to seven members. One of the current members of the Resaca board will resign, and three current members of the Cano board of directors will be nominated by Resaca's independent directors for election to the board of the combined company. As a result, following the merger, the combined company's board will consist of four individuals previously serving as Resaca directors and three individuals previously serving as Cano directors.

Q:

What if I hold Cano stock options, restricted stock or other stock-based awards?

A:

If the merger occurs, each Cano option will immediately vest prior thereto and become an option (a) to purchase that number of shares of Resaca common stock obtained by multiplying the number of shares of Cano common stock issuable upon the exercise of such option by the exchange ratio of 0.42, (b) at an exercise price per share equal to the per share exercise price of such option divided by the exchange ratio of 0.42, and (c) otherwise with the same terms and conditions as the outstanding Cano options. However, in any event the exercise price, the number of shares purchasable pursuant to the option and the terms and conditions of exercise of such option will be determined in accordance with the requirements of Section 424(a) of the Internal Revenue Code and in a manner that does not cause any option to be deferred compensation subject to Section 409A of the Internal Revenue Code.

Immediately prior to the completion of the merger, all restrictions on Cano restricted stock awards will expire and each outstanding share will be converted into the right to receive 0.42 shares of Resaca common stock at the effective time of the merger.

Q:

What happens to Resaca stock options, restricted stock or other stock-based awards?

A:

Resaca stock options and other equity-based awards, including restricted stock, will remain outstanding and will not be affected by the merger.

Q:

Should I send in my stock certificates now?

A:

No. Please do not send your stock certificates with your proxy card.

You will receive written instructions from the exchange agent after the merger is completed on how to exchange your stock certificates for Resaca common stock or Resaca preferred stock, as applicable.

Q:

Are there any risks in the merger that I should consider?

A:

Yes. There are risks associated with all business combinations, including the proposed merger. In particular, you should be aware that the exchange ratio determining the number of shares of Resaca common stock that Resaca will issue in exchange for shares of Cano common stock in the merger is fixed and will not change as the market prices of shares of Resaca common stock or Cano common stock fluctuate in the period before the merger. Accordingly, the value of the shares of Resaca common stock that Resaca will issue in the merger in exchange for shares of Cano common stock may be either less or more than the current trading price of shares of Cano common stock. There are also a number of other risks that are discussed in this proxy statement. We have described these risks and other risks in more detail under "Risk Factors" beginning on page I-54.

I-6

Q:

Where can I find more information about the companies?

A:

Investors and security holders may obtain free copies of reports published by Resaca (when they are available) by contacting Resaca Investor Relations at (713) 753-1441. Investors and security holders also may obtain free copies of the documents on Resaca's website at www.resacaexploitation.com. The information contained on, connected to or that can be accessed via the website is not part of this proxy statement.

Cano files periodic reports and other information with the U.S. Securities and Exchange Commission, which we refer to as the SEC. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC by contacting Cano Investor Relations at (817) 698-0900. You may also read and copy this information at the SEC's public reference facility. Please call the SEC at 1-800-SEC-0330 for information about this facility. This information is also available through the Internet site maintained by the SEC at www.sec.gov and at the offices of the NYSE Amex. Investors and security holders may also obtain free copies of the documents filed with the SEC on Cano's website at www.canopetro.com. The information contained on, connected to or that can be accessed via the website is not part of this proxy statement.

For a more detailed description of the information available, please see "Where You Can Find More Information" on page II-8.

Q:

Who should I contact if I have any questions?

A:

If you have questions about the merger or if you need assistance in submitting your proxy or voting your shares or need additional copies of the proxy statement or the enclosed proxy card, you should contact:

If you are a Cano shareholder:

Cano Petroleum, Inc.
801 Cherry St., Suite 3200
Fort Worth, Texas 76102
(817) 698-0900 Or D F King and Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
1-800-758-5378

Q:

How is the Series D Convertible Preferred Stock Certificate of Designations, Rights and Preferences amended or changed by the Cano Series D Amendment?

A:

The Cano Series D Amendment eliminates the rights of the holders of the Cano preferred stock arising out of or caused by the execution and delivery of the merger agreement or the consummation of the merger (including any rights to require Cano to redeem any of the shares of the Cano preferred stock or notice, voting or consent rights), except to receive the shares of Resaca preferred stock pursuant to the terms of the merger agreement and the rights set forth in the investors rights agreement attached as Annex F to this proxy statement (including registration rights and preemptive rights relating to the Resaca capital stock to be received by such holders pursuant to the merger), which we refer to as the investors rights agreement. If the Cano Series D Amendment is approved, and the merger is consummated, the holders of Cano preferred stock will have rights only to the consideration specified in the merger agreement and the rights under the investors rights agreement. For more information, please see "The Merger—Investors Rights Agreement with Holders of Resaca Preferred Stock" beginning on page I-113 and "The Merger Agreement—Manner and Basis of Converting Securities" beginning on page I-121.

Q:

What are the terms of the investors rights agreement?

A:

In connection with the issuance of the Resaca preferred stock to the current holders of the Cano preferred Stock, Resaca entered into the investors rights agreement with the holders of the Resaca

I-7

preferred stock on April 5, 2010. The investors rights agreement grants such shareholders substantially similar registration and other rights currently associated with the Cano preferred stock. The investors rights agreement is attached as Annex F to this proxy statement. For more information, please see "The Merger—Investors Rights Agreement with Holders of Resaca Preferred Stock" beginning on page I-113.

Information regarding Resaca's annual meeting of shareholders

Q:

When will Resaca shareholders consider and vote upon the Merger and the Share Issuances, the Reverse Stock Split and the Incentive Plan Amendment?

A:

Resaca shareholders will consider and vote upon the Merger and the Share Issuances, the Reverse Stock Split and the Incentive Plan Amendment, as well as the Rig Acquisition and the election of directors, at its annual meeting of shareholders. The Resaca annual meeting of shareholders will take place on Wednesday, June 23, 2010 at 9:30 a.m., Houston, Texas time.

Q:

What constitutes a quorum at the Resaca annual meeting of shareholders?

A:

Shareholders who hold a majority in voting power of the Resaca common stock issued and outstanding as of the close of business on the record date and who are entitled to vote must be present or represented by proxy in order to constitute a quorum to conduct business at the Resaca annual meeting.

Q:

What vote is required for Resaca shareholder approval relating to the merger?

A:

The affirmative vote of a majority of the votes cast, affirmatively or negatively, at the Resaca annual meeting at which a quorum representing a majority of all outstanding voting stock is present, either in person or by proxy, is required to approve the Merger and the Share Issuances, the Incentive Plan Amendment and the Resaca meeting adjournment proposal. The affirmative vote of the holders of two-thirds of the outstanding shares of Resaca common stock entitled to vote on the approval of the Reverse Stock Split at the Resaca annual meeting at which a quorum representing a majority of all outstanding voting stock is present, either in person or by proxy, is required to approve the Reverse Stock Split. The affirmative vote of a majority of the votes cast, affirmatively or negatively, at the Resaca annual meeting at which a quorum representing a majority of all outstanding voting stock is present, either in person or by proxy, excluding any votes cast by any Resaca shareholder qualifying as a related-party in relation to the Rig Acquisition, is required to approve the Rig Acquisition.

Q:

Other than the Merger and the Share Issuances, will other matters be considered at the Resaca annual meeting?

A:

Yes. In addition to voting on the merger-related matters previously described (i.e., the Merger and the Share Issuances), at Resaca's annual meeting, Resaca shareholders will be asked to consider and vote on the following additional matters:

•

to consider and vote upon a proposal to approve the Reverse Stock Split;

•

to consider and vote upon a proposal to approve the Incentive Plan Amendment;

•

to consider and vote upon a proposal to ratify the Rig Acquisition;

•

in the event the Merger and the Share Issuances, the Reverse Stock Split and the Incentive Plan Amendment are approved, to consider and vote upon a proposal to:

(i)

elect, and seat upon consummation of the Merger and the Share Issuances, William O. Powell, III as a Class I director to hold office until the 2012 annual meeting or until his successor is duly elected and qualified;

I-8

(ii)

elect, and seat upon consummation of the Merger and the Share Issuances, Garrett Smith as a Class II director to hold office until the 2013 annual meeting or until his successor is duly elected and qualified; and



(iii)

elect, and seat upon consummation of the Merger and the Share Issuances, Donald W. Niemiec as a Class III director to hold office until the 2011 annual meeting or until his successor is duly elected and qualified;

•

to consider and vote upon a proposal to adjourn the annual meeting in order to solicit additional proxies if there are not sufficient votes in favor of any proposal; and

•

to consider and vote upon a proposal to:



(i)

re-elect Judy Ley Allen as a Class II director to hold office until the 2013 annual meeting or until her successor is duly elected and qualified; and



(ii)

re-elect Richard Kelly Plato as a Class II director to hold office until the 2013 annual meeting or until his successor is duly elected and qualified; and

•

to transact such other business incident to the conduct of the meeting as may properly come before the meeting or any adjournments or postponements thereof.

Q:

What vote is required for Resaca shareholder approval of such other matters other than the Merger and the Share Issuances, the Reverse Stock Split and the Incentive Plan Amendment?

A:

The ratification of the Rig Acquisition requires the affirmative vote of a majority of the votes cast, affirmatively or negatively, at the Resaca annual meeting at which a quorum representing a majority of all outstanding voting stock is present, either in person or by proxy excluding any votes cast from any Resaca shareholder qualifying as a related-party in relation to the Rig Acquisition. Abstentions and broker non-votes will have no effect on the outcome of the vote of such proposal.

A plurality of the votes cast at the Resaca annual meeting is required for the election of directors. This means that, if the Merger and the Share Issuances, the Reverse Stock Split and the Incentive Plan Amendment are approved, the three new director nominees (i.e., Messrs. Powell, Smith and Niemiec) receiving the highest number of affirmative votes cast at the annual meeting will be elected to the Resaca board of directors. Additionally, the two director nominees (i.e., Ms. Allen and Mr. Plato) receiving the highest number of affirmative votes cast at the annual meeting will be elected to the Resaca board of directors.

Q:

Why is Resaca proposing the Reverse Stock Split to its shareholders at its annual meeting?

A:

Resaca is proposing the Reverse Stock Split to increase the stock price for shares of Resaca common stock immediately prior to the merger so that the minimum listing requirements of the NYSE Amex can be satisfied. The NYSE Amex requires all new securities listing on its market to have a minimum market price of $2.00 per share. The effect of the Reverse Stock Split is to increase the stock price in the same proportion as the number of shares is adjusted downward, resulting in a five times increase in the stock price of Resaca common stock immediately prior to the merger. It is a condition precedent of the merger that Resaca common stock be listed on the NYSE Amex.

Q:

What is the principal effect of the Reverse Stock Split?

A:

If approved, the Reverse Stock Split would occur immediately prior to the merger for all Resaca common stock, and the ratio of post-split shares for pre-split shares would be the same for all of such shares of Resaca common stock. The Reverse Stock Split would affect all Resaca shareholders uniformly and would not affect any shareholder's percentage ownership interest in Resaca immediately prior to the merger. In addition, the Reverse Stock Split would not affect any Resaca

I-9

shareholder's proportionate voting rights. Each share of Resaca common stock outstanding after the Reverse Stock Split would be entitled to one vote and would remain fully paid and non-assessable.

The principal effects of the Reverse Stock Split would be that:

•

based on shares outstanding as of May 28, 2010 and assuming a one-for-five reverse stock split, the number of shares of Resaca common stock issued and outstanding would be reduced from 96,947,494 shares to approximately 19,389,499, a decrease of approximately 77,557,995 shares, or approximately 80%;

•

the exercise price and/or the number of shares of Resaca common stock issuable under Resaca's outstanding stock options would be proportionately adjusted based on the above ratio; and

•

the number of shares of Resaca common stock reserved for issuance under the Incentive Plan would be reduced proportionally prior to the implementation of the Incentive Plan Amendment.

No scrip or fractional certificates will be issued in connection with the Reverse Stock Split. Instead, any fractional share that results from the Reverse Stock Split will be exchanged for cash in an amount equal to the closing price on the effective date of the merger.

A reduction in the number of outstanding shares of Resaca common stock could result in decreased liquidity in the combined company's common stock. In addition, the Reverse Stock Split could result in some Resaca shareholders owning "odd lots" of less than one hundred (100) shares of the Resaca common stock on a post-split basis. Odd lots may be more difficult to sell, or may require greater transaction costs per share to sell than do "board lots" of even multiples of one hundred (100) shares.

The number of authorized shares of Resaca common stock will not be affected by the Reverse Stock Split, and the Reverse Stock Split will not affect the par value of the Resaca common stock.

Q:

Why is Resaca proposing the Incentive Plan Amendment to its shareholders at its annual meeting?

A:

Resaca is proposing the Incentive Plan Amendment, to be implemented simultaneously with the merger and after giving effect to the Reverse Stock Split, in order to (i) reserve for issuance under the Incentive Plan an adequate number of shares of Resaca common stock to (a) implement the conversion of all outstanding Cano stock options into options to purchase Resaca common stock issued under the Incentive Plan; and (b) fund potential future awards under the Incentive Plan following the completion of the merger and (ii) to prohibit repricing of any awards granted under the Incentive Plan. The board of directors of Resaca believes that 4,000,000 additional shares of Resaca common stock, which number of shares has been adjusted for the Reverse Stock Split, represents a reasonable amount of potential equity dilution and allows the combined company to continue awarding stock options, restricted stock and other equity incentive awards, which are an important component of the combined company's overall compensation program. As of May 28, 2010 and assuming that the approval of the Reverse Stock Split occurred on May 28, 2010, only 563,715 shares of Resaca common stock would have been available for the issuance of awards under the Incentive Plan. Based on the closing price of Cano common stock of $1.11 and the closing price of Resaca common stock of $0.62 on May 28, 2010 and taking into consideration the need to convert Cano options into Resaca options in accordance with Section 424(a) of the Internal Revenue Code, approximately 473,678 shares of Resaca common stock must be available under the Incentive Plan for the conversion of the Cano stock options. Following the conversion of the Cano stock options and stock grants, and without the Incentive Plan Amendment, the Incentive Plan would only have 90,037 shares available for issuance. After the Incentive Plan Amendment is effective, 4,090,037 shares of Resaca common stock will be available for awards

I-10

under the Incentive Plan. The board of directors believes that prohibiting the repricing of any awards granted under the Incentive Plan aligns the Incentive Plan with Resaca's past practices.

Q:

What assets did Resaca purchase in the Rig Acquisition?

A:

Resaca purchased (i) personal property consisting of workover rigs, reverse units/tank, power swivels, vehicles (trucks, trailers, construction equipment), shop equipment, and related equipment; (ii) books and files relating to such personal property and (iii) real property consisting of land, a building and a yard located at 2103 Maurice Road, Odessa, Texas, which we collectively refer to as the Rig Assets.

Q:

What consideration did Resaca pay for the Rig Assets?

A:

The purchase price for the Rig Assets was $1,593,720 ($1,604,995 value of the Rig Assets minus $11,275 for related taxes). Resaca issued 3,320,250 shares of Resaca common stock in exchange for the Rig Assets, which number of shares was determined by dividing the purchase price by $0.48 or £0.295 (which was the closing stock price on the AIM for Resaca common stock on July 6, 2009), after applying an exchange rate of $1.627 per British pound. At the request of the seller, PBWS, an affiliate of Resaca, the shares were issued to Torch E&P Company, a current shareholder of Resaca indirectly owned by its Chairman of the Board and Chief Executive Officer.

Q:

Who are related-party shareholders in the Rig Acquisition?

A:

Torch E&P Company, J.P. Bryan, Resaca's Chairman of the Board, and John J. Lendrum, III, Resaca's Chief Executive Officer are related-party shareholders in the Rig Acquisition. These related-party shareholders have agreed to abstain from voting on the Rig Acquisition proposal at Resaca's annual meeting.

Q:

What are the terms of the offering?

A:

Resaca expects to offer between $50 million and $75 million in shares of Resaca common stock in an underwritten public offering (which amount includes the underwriters' 30 day option to purchase additional shares of Resaca common stock to cover overallotments, and which amount may be increased or decreased in the sole discretion of the Resaca board of directors in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder). The actual amount of the offering may vary, based upon market conditions at the time.

Q:

What will the proceeds of the offering be used for?

A:

We intend to use the net proceeds of the offering to repay between $43 million and $67 million of existing indebtedness for the combined company, depending on the actual size of the offering. The remaining proceeds of the offering and the proceeds from any exercise of the underwriters' option to purchase additional shares will be retained as cash for future general corporate purposes, including severance and merger related expenses.

I-11

SUMMARY

This summary primarily highlights selected information contained in this proxy statement and does not contain all of the information that may be important to you. We encourage you to read this proxy statement in its entirety, as well as the annexes. We have included page references to direct you to the more complete descriptions of the topics presented in this summary that are contained in this proxy statement. We have defined certain oil and gas industry terms used in this document in the "Glossary of Oil and Gas Terms" attached as Annex G to this proxy statement.

The Parties

Resaca

        Resaca is an independent oil and gas exploitation company headquartered in Houston, Texas. The company was formed in the State of Texas in 2006 to exploit a number of oil and gas properties in the Permian Basin of the United States. Resaca was admitted to trading on the AIM on July 17, 2008. Resaca's activities in the energy industry are distinct from those of a traditional exploration and production company whose focus is on new, unproven reserves. Resaca exploits known, mature, proven and probable low-risk oil and gas reserves. Resaca utilizes the latest technology available to achieve secondary and tertiary hydrocarbon recovery. Resaca's activities are focused in the Permian Basin of West Texas and southeast New Mexico. Over the long term, however, Resaca will pursue attractive exploitation opportunities in other U.S. basins and in areas outside the United States.

        For the fiscal year ended June 30, 2009, Resaca had revenues of approximately $14.6 million (excluding gains and losses on price risk management activities) and net income of approximately $2.7 million. For the nine months ended March 31, 2010, Resaca had revenues of approximately $11.3 million (excluding gains and losses on price risk management activities) and a net loss of approximately $6.7 million.

Cano

        Cano is an independent oil and natural gas company. Cano's strategy is to exploit its current undeveloped reserves and acquire, where economically prudent, assets suitable for enhanced oil recovery at a low cost. Cano intends to convert its proved undeveloped and/or non-proved reserves at its existing properties and properties Cano may acquire in the future into proved producing reserves by applying water, gas and/or chemical flooding and other techniques. Cano's assets are located onshore U.S. in Texas, New Mexico and Oklahoma.

        Cano was organized as a corporation under the laws of the State of Delaware in May 2003 as Huron Ventures, Inc. On May 28, 2004, Cano merged with Davenport Field Unit, Inc., an Oklahoma corporation, and certain other entities, which we refer to as the Davenport Merger. In connection with the Davenport Merger, Cano changed its name to Cano Petroleum, Inc. Prior to the Davenport Merger, Cano was inactive with no significant operations.

        For the fiscal year ended June 30, 2009, Cano had revenues of approximately $25.4 million and net income applicable to Cano common stock of approximately $7.9 million. For the nine months ended March 31, 2010, Cano had revenues of approximately $16.4 million and net loss applicable to Cano common stock of approximately $13.1 million.

Merger Sub

        Merger Sub, a wholly-owned subsidiary of Resaca, is a Delaware corporation formed on September 25, 2009, for the purpose of effecting the merger. Upon completion of the merger, Merger Sub will merge with and into Cano, and Cano will become a wholly-owned subsidiary of Resaca.

I-12

        Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement.

The Merger of Resaca and Cano

        On September 29, 2009, Resaca and Cano entered into the merger agreement, pursuant to which Cano will merge with Merger Sub, a newly formed, wholly owned subsidiary of Resaca, with Cano thereupon becoming a wholly owned subsidiary of Resaca. In the merger, Cano common stockholders will receive 0.42 shares of Resaca common stock for each share of Cano common stock, and Cano preferred stockholders will receive one share of Resaca preferred stock for each share of Cano preferred stock. This exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to the completion of the merger. Resaca shareholders will continue to own their existing shares, which will not be affected by the merger, except for dilution resulting from the issuance of Resaca common stock and Resaca preferred stock in conjunction with the merger.

        Due to Resaca's and Cano's complementary asset bases and similar strategic focus, we believe that the combined company will benefit from (i) balancing Resaca's near-term growth opportunities with Cano's longer-term development opportunities, (ii) capitalizing on significant cost savings and efficiencies through operational and administrative synergies in the range of $4.5 million to $5.0 million per year, (iii) increasing near-term production by the sharing of engineering expertise among Resaca and Cano management and staff, (iv) optimizing our larger and more diverse portfolio of combined assets, and (v) expanding our access to capital because of the combined company's increased size. For a more detailed description of the merger, please read "Management's Discussion and Analysis of Financial Condition and Results of Operations of Resaca—The Merger" beginning on page III-27 of this proxy statement.

The Combined Company

        At June 30, 2009, our estimated proved reserves had the following characteristics on a pro forma combined basis:

•

63.3 MMBOE;

•

PV-10 value of $664.5 million;

•

80% crude oil (as measured by MMBOE);

•

29% proved developed (as measured by MMBOE); and

•

A proved developed reserve life index of approximately 27 years (based upon production for the year ended June 30, 2009).

        Our estimated combined June 30, 2009 proved reserves of 63.3 MMBOE include 10.1 MMBOE of PDP, 8.0 MMBOE of PDNP, and 45.2 MMBOE of PUD. Reserves were estimated using New York Mercantile Exchange, which we refer to as NYMEX, crude oil and natural gas prices and production and development costs in effect on June 30, 2009. NYMEX crude oil price used in the estimation of Resaca's and Cano's reserves was $69.89 per barrel. NYMEX natural gas prices used in the estimation of Resaca's and Cano's reserves were $3.84 per MMBtu and $3.71 per MMBtu, respectively. The values reported may not necessarily reflect the fair market value of the reserves. For a more detailed description of the combined company's reserves, please read "Business and Properties—Combined Company Production, Estimated Proved Reserves and Acreage" beginning on page III-12 of this proxy statement.

        Our properties are contained in eight primary field complexes and a group of minor fields in mature oil and gas producing basins in Texas, New Mexico and Oklahoma and consist of approximately 75,000 gross and 73,000 net acres. At May 28, 2010, on a pro forma combined basis, we operated

I-13

approximately 1,904 active wells, including 1,501 producing wells, 391 waterflood injection wells, and 12 salt water disposal wells. For the month ended April 30, 2010, on a pro forma combined basis, we produced an average of 1,923 net BOE per day from over 25 separate formations, which was composed of approximately 76% oil and approximately 24% natural gas. Nearly all of our production is from relatively shallow formations.

        Our exploitation plan involves the reactivation of shut-in wells, recompletion of currently producing wells, including refracturing, implementation of new waterfloods, reactivation and optimization of the existing waterfloods and an infill drilling program. We believe our properties contain many opportunities for the development of low risk oil and gas reserves and many of our properties are candidates for tertiary recovery by CO₂ flooding based on reports and studies performed on these properties.

        For the year ended June 30, 2009, we generated pro forma combined operating revenues of $43.1 million and pro forma combined net income of $25.8 million. For the nine months ended March 31, 2010, we generated pro forma combined operating revenues of $28.7 million and pro forma combined net loss of $17.9 million.

Combined Production and Reserve Data

        The following table shows selected data concerning our combined production, estimated proved reserves and acreage for the periods indicated on a pro forma combined basis:

Field		April 2010 Average Daily Production (BOE)		Total Est. Proved Reserves MMBOE (As of June 30, 2009)(1)		Percent of Total Est. Proved Reserves MMBOE			PV-10 (As of June 30, 2009) (In Millions)(1)		Gross Acres (As of May 28, 2010)(2)		Net Acres (As of May 28, 2010)(3)
Texas Properties
Panhandle Properties			563		28.9		45.7	%	$	323.9		20,387		20,387
Penwell Properties			155		1.7		2.7	%		19.8		3,120		3,120
Desdemona Properties			78		1.4		2.2	%		7.1		11,264		11,264
Grand Clearfork Unit Properties			46		0.5		0.8	%		4.6		1,120		1,120
Other Minor Properties			153		2.0		3.1	%		31.4		7,890		7,823
New Mexico Properties
Cato Properties			254		16.0		25.3	%		116.5		21,122		20,662
Cooper Jal Unit Properties			364		9.8		15.5	%		134.8		2,560		1,855
Other Minor Properties			7		0.2		0.3	%		2.6		320		240
Oklahoma Properties
Nowata Properties			223		1.5		2.4	%		13.9		4,594		4,594
Davenport Properties			80		1.3		2.0	%		9.9		2,178		2,178
	Total		1,923		63.3		100.0	%	$	664.5		74,555		73,243

(1)

PV-10 is a non-GAAP financial measure and generally differs from the standardized measure of discounted future net cash flows, the most directly comparable Generally Accepted Accounting Principles, which we refer to as GAAP, financial measure, because it does not include the effects of income taxes on future net revenues. At June 30, 2009, our standardized measure of discounted future net cash flows was $418.2 million on a pro forma combined basis as shown below. Our estimated proved reserves and future net revenues, PV-10, and standardized measure of discounted future net cash flows were determined using end of the period prices for oil and natural gas that Resaca and Cano realized as of June 30, 2009, which were $69.89 per Bbl of oil and $3.84 per MMBtu of natural gas and $69.89 per Bbl of oil and $3.71 per MMBtu of natural gas, respectively.

I-14

The following table shows the combined company's reconciliation of our PV-10 to the standardized measure of discounted future net cash flows. PV-10 is our estimate of the present value of future net revenues from estimated proved oil and gas reserves after deducting estimated production and ad valorem taxes, future capital costs and operating expenses, but before deducting any estimates of future income taxes. The estimated future net revenues are discounted at an annual rate of 10% to determine their "present value." We believe PV-10 to be an important measure for evaluating the relative significance of our oil and gas properties and that the presentation of the non-GAAP financial measure of PV-10 provides useful information to investors because it is widely used by professional analysts and sophisticated investors in evaluating oil and gas companies. Because there are many unique factors that can impact an individual company when estimating the amount of future income taxes to be paid, we believe the use of a pre-tax measure is valuable for evaluating our company. We believe that most other companies in the oil and gas industry calculate PV-10 on the same basis.

PV-10 should not be considered as an alternative to the standardized measure of discounted future net cash flows as computed under GAAP.

(in millions)		Pro Forma as of June 30, 2009
PV-10		$	664.5
	Less: Undiscounted income taxes		(689.8	)
	Plus: 10% discount factor		443.5
Discounted income taxes			(246.3	)
Standard measure of discounted future net cash flows		$	418.2

(2)

"Gross" acres refers to acreage in which we have a working interest.

(3)

"Net" acres refers to the aggregate of our percentage working interest in gross acreage before royalties or other payouts, as appropriate.

I-15

Areas of Operations

Pro Forma Combined Assets as of June 30, 2009:
Proved Reserves of 63.3 MMBOE
PV-10 value of $664.5 million
80% crude oil (as measured by MMBOE)
Proved developed reserve life index of approximately 27 years
1,904 active operated wells (May 28, 2010)
75,000 gross acres, 73,000 net acres (May 28, 2010)

I-16

Our Properties

        The following is a brief summary of the combined company's properties:

        Panhandle Properties.    The Panhandle Properties are located on 20,387 gross and net acres in Carson, Gray, Hutchinson and Roberts Counties, Texas and produce from the Brown, White and Arkosic Dolomite formations and the Granite Wash sandstone formation. Estimated proved reserves as of June 30, 2009 attributable to the Panhandle Properties were 28.9 MMBOE.

        Cato Properties.    The Cato Properties are located on 21,122 gross (20,662 net) acres in Chavez and Roosevelt Counties, New Mexico and produce from the San Andres formation. Estimated proved reserves as of June 30, 2009 attributable to the Cato Properties were 16.0 MMBOE.

        Cooper Jal Unit Properties.    The Cooper Jal Unit Properties are located on 2,560 gross (1,855 net) acres in Lea County, New Mexico and produce from the Yates, Seven Rivers and Queens formations. Estimated proved reserves as of June 30, 2009 attributable to Cooper Jal Unit Properties were 9.8 MMBOE.

        Penwell Properties.    The Penwell Properties are comprised of two units, the Jordan San Andres Unit (1,280 gross and net acres) and the Edwards Grayburg Unit (1,840 gross and net acres), located in Ector and Crane Counties, Texas and produce from the San Andres, Grayburg and Queen formations. Estimated proved reserves as of June 30, 2009 attributable to the Penwell Properties were 1.7 MMBOE.

        Nowata Properties.    The Nowata Properties are located on 4,594 gross and net acres in Nowata County, Oklahoma and produce from the Bartlesville Sandstone formation. Estimated proved reserves as of June 30, 2009 attributable to the Nowata Properties were 1.5 MMBOE.

        Desdemona Properties.    The Desdemona Properties are located on 11,264 gross and net acres in Erath, Comanche and Eastland Counties, Texas and produce from the Barnett Shale, Duke Sands, Strawn Sand and Marble Falls Lime formations. Estimated proved reserves as of June 30, 2009 attributable to the Desdemona Properties were 1.4 MMBOE.

        Davenport Properties.    The Davenport Properties are located on 2,178 gross and net acres in Lincoln County, Oklahoma and produce from the Prue Sand formation. Estimated proved reserves as of June 30, 2009 attributable to the Davenport Properties were 1.3 MMBOE.

        Grand Clearfork Unit Properties.    The Grand Clearfork Unit Properties are located on 1,120 gross and net acres in Pecos County, Texas and produce from both the Upper and Lower Clearfork formations at an average depth of approximately 2,500 feet. Estimated proved reserves as of June 30, 2009 attributable to Grand Clearfork Unit Properties were 0.5 MMBOE.

        Other Minor Properties.    These fields are located on 8,210 gross (8,063 net) acres in Winkler, Howard, Ector and Crane Counties in Texas and Eddy County, New Mexico and include the Kermit Complex, Iatan North, Kayser (Cowden South), McElroy and Cotton Draw/BTBN. Estimated proved reserves as of June 30, 2009 attributable to these properties were 2.1 MMBOE.

        For a more detailed description of the combined company's properties, please read "Chapter III—Business & Financial Information of Resaca and Cano—Business and Properties—Our Business and Properties" beginning on page III-1 of this proxy statement.

I-17

The Merger Agreement

        A copy of the merger agreement is attached as Annex A to this proxy statement. We encourage you to read the entire merger agreement carefully because it is the principal document governing the merger. For more information on the merger agreement, see "The Merger Agreement" beginning on page I-120.

Structure of the Merger

        Pursuant to the merger agreement, Merger Sub will merge with and into Cano, with Cano being the entity surviving the merger and becoming a wholly-owned subsidiary of Resaca.

Consideration to be Received in the Merger by Cano Stockholders

        In the merger, each share of Cano common stock will be converted into the right to receive 0.42 shares of Resaca common stock, which we refer to as the exchange ratio. Immediately after the merger is completed, but immediately prior to the completion of the offering, Cano common stockholders will own approximately 50% of the common stock of the combined company, and the Resaca shareholders will own the remaining approximately 50%.

        Each outstanding share of Cano preferred stock will be similarly converted into the right to receive one share of Resaca preferred stock. For more information, please see "The Merger Agreement—Manner and Basis of Converting Securities" beginning on page I-121.

        Holders of Cano common stock will not receive any fractional Resaca shares in the merger. Instead, the total number of shares that each holder of Cano common stock will receive in the merger will be rounded down to the nearest whole number, and Resaca will pay cash for any resulting fractional share that a Cano stockholder otherwise would be entitled to receive. The amount of cash payable for a fractional share of Cano common stock will be determined by multiplying the fraction by the average closing price for Resaca common stock for the fifteen trading days immediately prior to the merger.

        The merger agreement provides for adjustments to the exchange ratio to reflect fully the effect of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares with respect to Cano preferred stock, Resaca common stock or Cano common stock with a record date prior to the merger. In this proxy statement, Resaca requests its shareholders to approve the Reverse Stock Split, to be affected immediately prior to the merger. The exchange ratio in the merger agreement prior to the effect of the Reverse Stock Split is 2.1 and following the effect of the Reverse Stock Split, assuming its approval by the Resaca shareholders at the annual meeting, the exchange ratio is 0.42. For a more complete description of the merger consideration, see "The Merger Agreement—Manner and Basis of Converting Securities" beginning on page I-121.

Treatment of Stock Options, Restricted Stock and Other Stock-based Awards

        Resaca stock options, restricted stock and other equity-based awards will remain outstanding and will not be affected by the merger.

        If the merger occurs, all outstanding Cano stock options will immediately vest prior thereto and be converted into options of Resaca issued under the Incentive Plan, and those options will entitle the holder to receive Resaca common stock. The number of shares issuable under those options, and the exercise prices for those options, will be adjusted based on the exchange ratio. However, in any event the exercise price, the number of shares purchasable pursuant to the option and the terms and conditions of exercise of such option will be determined in accordance with the requirements of Section 424(a) of the Internal Revenue Code and in a manner that does not cause any option to be deferred compensation subject to Section 409A of the Internal Revenue Code. For a more complete

I-18

discussion of the treatment of Cano options, please see "The Merger Agreement—Manner and Basis of Converting Securities" beginning on page I-121.

        Immediately prior to the completion of the merger, all restrictions on Cano restricted stock awards will expire and each outstanding share will be converted into the right to receive 0.42 shares of Resaca common stock at the effective time of the merger. For more information, please see "The Merger Agreement—Manner and Basis of Converting Securities" beginning on page I-121.

Directors and Executive Management Following the Merger

        The Resaca board of directors after the merger will be increased from five to seven directors. J.P. Bryan, Resaca's Chairman, will remain Chairman of the Board of the combined company and assume the role of Chief Executive Officer of the combined company. Richard Kelly Plato, a current Resaca director, is also standing for re-election, but will resign from Resaca's board of directors upon completion of the merger. Resaca's independent directors have nominated Donald W. Niemiec, William O. Powell, III and Garrett Smith, each of whom is currently a director of Cano, to serve on the Resaca board immediately after the merger. Judy Ley Allen, a current Resaca director, is also standing for re-election at the Resaca annual meeting of shareholders. As a result, following the merger, the combined company's board will consist of four individuals previously serving as Resaca directors and three individuals previously serving as Cano directors.

        Additionally, upon consummation of the merger, the following Resaca officers will resign: (i) Jay Lendrum, Chief Executive Officer, however, Mr. Lendrum will continue to serve as a director of the combined company and Vice Chairman of the Board; (ii) Mary Lou Fry, Vice President, General Counsel and Secretary; and (iii) Randy Ziebarth, Vice President—Operations. The following Cano officers will be appointed as officers of the combined company: (i) Phillip B. Feiner, Vice President, General Counsel and Corporate Secretary; and (ii) Michael Ricketts, Vice President and Chief Accounting Officer. In addition, Dennis Hammond will continue as the combined company's President and Chief Operating Officer. Chris Work will continue as Chief Financial Officer of the combined company and will also have the title of Senior Vice President.

        For a more complete discussion of the directors and management of the combined company, see "Management" beginning on page I-130.

Recommendations of the Cano Board of Directors

        After careful consideration, the Cano board of directors recommends that holders of Cano common stock and Cano preferred stock vote "FOR" the adoption of the merger agreement and the approval of the Cano Series D Amendment.

        For a more complete description of Cano's reasons for the merger and the recommendations of the Cano board of directors, see "The Merger—Cano's Reasons for the Merger" and "—Recommendation of the Cano Board of Directors" beginning on pages I-90 and I-93, respectively.

Financial Advisors

Resaca Financial Advisor

        Resaca's board of directors received the advice and considered the analyses of Madison Williams and Company (formerly known as SMH Capital Inc.), which we refer to as Madison Williams, in deciding to recommend the merger to its shareholders for approval.

I-19

Cano Financial Advisor

        On September 29, 2009, RBC, Cano's financial advisor, rendered its oral opinion to the Cano board of directors, which opinion was subsequently confirmed in writing, that, based on RBC's experience as investment bankers, as of that date and subject to the various assumptions and limitations set forth in its opinion, the exchange ratio in the merger of 2.1 shares of Resaca common stock for each share of Cano common stock (which does not give effect to the Reverse Stock Split) is fair, from a financial point of view, to the holders of Cano common stock. The full text of RBC's written opinion, which sets forth material information relating to such opinion, including the assumptions made, matters considered and qualifications and limitations on the scope of review undertaken by RBC, is attached as Annex B to this proxy statement. We urge you to read RBC's opinion carefully in its entirety. RBC's opinion was provided for the information and assistance of the Cano board of directors in connection with its consideration of the merger and was not on behalf of any other entity or person. RBC's opinion addressed solely the fairness of the exchange ratio, from a financial point of view, to the holders of shares of Cano common stock and did not in any way address other terms or conditions of the merger or the merger agreement. RBC expressed no opinion and made no recommendation to any stockholder of Cano or Resaca or any other person as to how such stockholder or other person should vote or act with respect to any matter related to the merger. For a more detailed discussion of RBC's opinion, please see "The Merger—Opinion of Cano's Financial Advisor" beginning on page I-94.

Interests of Cano Directors and Executive Officers in the Merger

        You should be aware that some of the directors and officers of Cano have interests in the merger that are different from, or are in addition to, the interests of Cano stockholders generally. These interests relate to the treatment of equity-based compensation awards held by directors and executive officers of Cano in the merger, the appointment of three existing Cano directors as directors of the combined company after the merger, separation arrangements covering certain of Cano's executive officers, and the indemnification of Cano's current directors and officers by Resaca for six years after the merger.

        As of the date of this proxy statement, except for existing Cano employment agreements with certain of its executive officers, there are no agreements with Resaca for the employment of any of Cano's directors or the continuing employment of any of Cano's executive officers. Other than as set forth above, the interests of Cano's directors and executive officers in the merger are limited to their interests as stockholders or option holders of Cano.

        Cano's directors and executive officers beneficially owned approximately 6.1% of the shares of Cano common stock and 3.6% of shares of Cano preferred stock as of the record date for the Cano annual meeting.

        For a further discussion of interests of Cano directors and executive officers in the merger, see "The Merger—Interests of Certain Persons in the Merger" beginning on page I-107.

Material U.S. Federal Income Tax Consequences of the Merger

        Resaca and Cano intend for the merger to qualify as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code. Accordingly, the merger is expected to be a tax-free transaction to the Cano stockholders to the extent the Cano common stockholders receive Resaca common stock and the Cano preferred stockholders receive Resaca preferred stock in the merger, except for cash received in lieu of fractional shares of Resaca common stock. It is a condition to each of Resaca's and Cano's respective obligations to complete the merger that Cano receive a legal opinion from tax counsel that the merger will be treated for U.S. federal income tax purposes as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code.

        For a more complete description of the material U.S. federal income tax consequences of the merger, see "Material U.S. Federal Income Tax Consequences of the Merger" beginning on page I-116.

I-20

        The tax consequences of the merger to you may depend on your own situation. In addition, you may be subject to state, local or foreign tax laws that are not addressed in this proxy statement. You are urged to consult with your own tax advisor for a full understanding of the tax consequences of the merger to you.

Accounting Treatment of the Merger

        The merger will be accounted for as an acquisition by Resaca of Cano under the purchase method of accounting according to U.S. generally accepted accounting principles. For a more detailed discussion of the accounting treatment of the merger, please see "The Merger—Accounting Treatment" on page I-107.

Appraisal Rights

        Under Section 262 of the DGCL, the holders of Cano preferred stock will have the right to seek appraisal of the fair value of their shares. However, the holders of Resaca common stock and the holders of Cano common stock do not have appraisal rights in connection with the merger. For a more detailed discussion of appraisal rights, please see "The Merger—Appraisal Rights" beginning on page I-109.

Risks Associated with the Merger

        In addition to the other information contained in this proxy statement, you should be aware of and carefully consider the risks relating to the merger described under "Risk Factors" beginning on page I-54 of this proxy statement in deciding whether to vote in favor of the adoption of the merger agreement and the Cano Series D Amendment.

Material Differences in the Rights of Cano Stockholders and Resaca Shareholders

        The rights of Cano stockholders are governed by the DGCL and Cano's amended certificate of incorporation, which we refer to as the Cano certificate of incorporation, and Cano's second amended and restated bylaws, which we refer to as the Cano bylaws and the Cano certificate of incorporation and the Cano bylaws are collectively referred to as the Cano charter documents. Upon completion of the merger, Cano stockholders who receive Resaca common stock or Resaca preferred stock will be shareholders of Resaca, and their rights will be governed by the Texas Business Organizations Code, which we refer to as the TBOC, and Resaca's certificate of formation, as amended, which we refer to as the Resaca certificate of formation, and Resaca's bylaws, which we refer to as the Resaca bylaws, and the Resaca certificate of formation and the Resaca bylaws we refer to collectively as the Resaca charter documents.

        The DGCL and the Cano charter documents differ from the TBOC and the Resaca charter documents in some material respects. One material difference is the required vote to approve a fundamental action, such as a charter amendment or merger. To approve a fundamental action, the TBOC requires an affirmative vote of at least two-thirds of the outstanding shares of Resaca common stock entitled to vote on the fundamental action. The DGCL requires a lesser vote of a majority of the outstanding shares of Cano common stock entitled to vote. The right to act by written consent also differs between Resaca shareholders and Cano stockholders. Cano stockholders are permitted to act by written consent in accordance with their bylaws, but Resaca shareholders are expressly prohibited from doing so under Resaca's certificate of formation.

        Similarly, there are some material differences in the rights of the holders of Resaca preferred stock and the Cano preferred stock. The conversion price of the Cano preferred stock is $5.75 per share. Following the merger, the conversion price of the Resaca preferred stock will be $4.963 per share, assuming the approval of the Reverse Stock Split. The anti-dilution adjustment feature of the conversion price of the Resaca preferred stock and the Cano preferred stock also differs. For the

I-21

nine-month period following the initial issuance date, the conversion price of Resaca preferred stock will not be reduced for equity issued at a price greater than the market price of $3.971 per share as adjusted for the Reverse Stock Split. The conversion price of Cano preferred stock adjusts if equity issued is at a price less than the conversion price then in effect. For the nine-months following the completion of the merger, Resaca will not issue Resaca common stock for proceeds of more than $30 million at a gross per share price below $3.971 without prior consent of the holders of Resaca preferred stock and Cano preferred stock does not contain this restriction. The maturity date for the Resaca preferred stock will be October 6, 2012, a thirteen month extension from the maturity date set for the Cano preferred stock, which was September 6, 2011.

        For more information on these differences, see "Comparison of Rights of Resaca Shareholders and Cano Stockholders" beginning on page I-145.

Conditions to Completion of the Merger

        We expect to complete the merger after all the conditions to the merger in the merger agreement are satisfied or waived, including after we receive shareholder approval at the Resaca annual meeting and stockholder approval at the Cano special meeting and receive all required regulatory and third-party approvals. We currently expect to complete the merger by the end of June 2010. However, it is possible that factors outside of our control could require us to complete the merger at a later time or not to complete it at all.

        Each party's obligation to complete the merger is subject to the satisfaction or waiver of various conditions, including the following:

•

receipt of the required shareholder and stockholder approvals;

•

receipt of NYSE Amex authorization for listing of Resaca common stock to be issued in the merger or reserved for issuance upon exercise of converted Cano options, which was recieved by Resaca on March 30, 2010;

•

receipt of AIM authorization for readmission of Resaca common stock, which is anticipated to occur simultaneous with the closing of the merger;

•

receipt of any required regulatory approvals;

•

the SEC declaring effective the registration statement, of which this proxy statement is a part, and the registration statement not being subject to any stop order or threatened stop order;

•

no injunctions, restraints, legal restraints or prohibitions preventing the consummation of the merger;

•

no action taken by any governmental entity, or other circumstance, which imposes any restriction upon Resaca or the combined company which would have a material adverse effect on Resaca after the effective time of the merger;

•

accuracy of the other party's representations and warranties in the merger agreement, including their representation that no material adverse change has occurred;

•

the number of Cano dissenting shares does not exceed 1% of the total number of Cano common shares outstanding on the record date for the Cano special meeting;

•

all indebtedness under Resaca's and Cano's credit facilities having been repaid or refinanced, or Resaca and Cano having received consent of the lenders under such credit facilities to enter into the merger, which consents Resaca and Cano expect to receive prior to the marketing of the offering;

•

the other party's compliance with its obligations under the merger agreement; and

•

receipt by Cano of a legal opinion of its tax counsel with respect to certain U.S. federal income tax consequences of the merger.

I-22

        The merger agreement provides that any or all of these conditions may be waived, in whole or in part, by Resaca or Cano, to the extent legally allowed. Neither Resaca nor Cano currently expects to waive any material condition to the completion of the merger. If either Resaca or Cano determines to waive any condition to the merger that would result in a material and adverse change in the terms of the merger to Resaca shareholders or Cano stockholders (including any change in the tax consequences of the transaction to Cano stockholders), if the offering cannot be completed or if the indebtedness under Resaca's and Cano's credit facilities cannot be repaid or refinanced, proxies would be resolicited from the Resaca shareholders or Cano stockholders, as applicable.

        In addition, the merger, the offering and refinancing of the combined company's indebtedness are each conditioned upon the closing of the other. For a more complete discussion of the conditions to the merger, see "The Merger Agreement—Conditions to the Merger" beginning on page I-124.

Timing of the Merger

        The merger is expected to be completed by the end of June 2010, subject to the satisfaction or waiver of closing conditions. However, it is possible that factors outside of either company's control could require Resaca or Cano to complete the merger at a later time or not to complete it at all.

No Solicitation of Other Offers

        In the merger agreement, each of Resaca and Cano has agreed that it will not directly or indirectly:

•

solicit, initiate, encourage any acquisition proposal or any inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to an acquisition proposal;

•

approve or recommend entry into any agreement with respect to an acquisition proposal; or

•

encourage or participate in discussions or negotiations with, or disclose any nonpublic information with respect to, or otherwise cooperate in any way with, an acquisition proposal.

The merger agreement does not, however, prohibit either party from considering a bona fide acquisition proposal from a third party if certain specified conditions are met. For a discussion of the prohibition on solicitation of acquisition proposals from third parties, see "The Merger Agreement—Certain Additional Provisions—Acquisition Proposals (No-Shop Provisions)" beginning on page I-124.

Termination of the Merger Agreement

        Generally, the merger agreement may be terminated and the merger may be abandoned at any time prior to the completion of the merger (including after Resaca shareholder or Cano stockholder approval). In addition, either party can unilaterally terminate the merger agreement in various circumstances, including the following:

•

if the merger has not been completed by June 30, 2010, and if the terminating party has not materially breached its obligations under the merger agreement in a manner that proximately contributed to the failure to consummate the merger on or prior to such date;

•

if Cano stockholders fail to adopt the merger agreement or Resaca shareholders fail to approve the issuance of Resaca common stock and Resaca preferred stock as a result of the merger;

•

if the other party fails to cure a material breach of the merger agreement;

•

if a party enters into an alternative transaction, or its board of directors changes its recommendation of the merger; or

•

if it becomes reasonably apparent that all indebtedness under either party's credit facilities will not be repaid or refinanced prior to or at the completion of the merger or if either company will not receive consent under such credit facilities to enter into the merger; provided the

I-23

terminating company has not materially breached its obligations under the merger agreement in a manner that proximately contributed to the failure to repay or refinance or obtain the consent of the lenders.

Termination Fees

        Upon the occurrence of certain termination events in connection with an offer or proposal regarding a business combination, Resaca or Cano may be required to pay the other a termination fee of $3.5 million.

        This termination fee could discourage other companies from seeking to acquire or merge with either Cano or Resaca. See "The Merger Agreement—Termination" and "—Termination Fees and Expenses" beginning on pages I-126 and I-127 respectively.

The Meetings—Matters to be Considered

Resaca Annual Meeting of Shareholders

        The Resaca annual meeting will take place on Wednesday, June 23, 2010 at 9:30 a.m., Houston, Texas time. The location of the annual meeting is Resaca's executive offices located at 1331 Lamar, Suite 1450, Houston, Texas 77010. Resaca's shareholders will be asked to vote on the following proposals:

1.

to approve the Merger and the Share Issuances;



2.

to approve the Reverse Stock Split;



3.

to approve the Incentive Plan Amendment;



4.

to approve the ratification of the Rig Acquisition;



5.

in the event that the Merger and the Share Issuances, the Reverse Stock Split and the Incentive Plan Amendment are approved, to consider and vote upon a proposal to:



(i)

elect, and seat upon consummation of the Merger and the Shares Issuances, William O. Powell, III as a Class I director to hold office until the 2012 annual meeting or until his successor is duly elected and qualified;



(ii)

elect, and seat upon consummation of the Merger and the Shares Issuances, Garrett Smith as a Class II director to hold office until the 2013 annual meeting or until his successor is duly elected and qualified; and



(iii)

elect, and seat upon consummation of the Merger and the Shares Issuances, Donald W. Niemiec as a Class III director to hold office until the 2011 annual meeting or until his successor is duly elected and qualified;



6.

to approve a proposal to adjourn the annual meeting to a later date or dates, if necessary, to solicit additional proxies if there are not sufficient votes in favor of any proposal;



7.

to consider and vote upon a proposal to:



(i)

re-elect Judy Ley Allen as a Class II director to hold office until the 2013 annual meeting or until her successor is duly elected and qualified; and



(ii)

re-elect Richard Kelly Plato as a Class II director to hold office until the 2013 annual meeting or until his successor is duly elected and qualified; and



8.

to transact any other business incident to the conduct of the meeting as may properly come before the Resaca annual meeting or any adjournment or postponement thereof.

I-24

        The first three proposals listed above relating to the Merger and the Share Issuances, the Reverse Stock Split and the Incentive Plan Amendment are conditioned upon each other and the approval of each such proposal is required for completion of the merger.

        A separate proxy statement will be mailed to the Resaca shareholders on or about June 1, 2010.

Cano Special Meeting of Stockholders

        The Cano special meeting will take place on Wednesday, June 23, 2010 at 10:00 a.m., Fort Worth, Texas time. The location of the special meeting is The Fort Worth Club located at 306 W. 7^th Street, Suite 1100, Fort Worth, Texas 76102. Cano's stockholders will be asked to vote on the following proposals:

1.

to adopt the merger agreement;



2.

to approve the Cano Series D Amendment;



3.

to approve any motion to adjourn or postpone the Cano annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of preceding two proposals; and



4.

to transact any other business incident to the conduct of the meeting as may properly come before the Cano special meeting or any adjournment or postponement thereof.

        The Cano board of directors recommends that Cano stockholders vote "FOR" all of the proposals set forth above, as more fully described under "The Cano Special Meeting of Stockholders" beginning on page II-1.

Record Dates; Share Ownership of Directors and Executive Officers

Resaca

        Resaca shareholders may vote at the Resaca annual meeting if they owned Resaca common stock at the close of business on May 21, 2010, the Resaca record date. As of the Resaca record date and prior to the effect of the Reverse Stock Split, directors and executive officers of Resaca and their affiliates owned and were entitled to vote 19,197,804 shares of Resaca common stock or approximately 19.8% of the total voting power of the shares of Resaca common stock outstanding on that date.

Cano

        You may vote at the special meeting of Cano stockholders if you owned Cano common stock or Cano preferred stock at the close of business on May 21, 2010, the Cano record date. As of the Cano record date, directors and executive officers of Cano and their affiliates owned and were entitled to vote 2,773,931 shares of Cano common stock, or approximately 6.1% of the shares of Cano common stock outstanding on that date, and 1,000 shares of Cano preferred stock, or approximately 3.6% of the shares of Cano preferred stock outstanding on that date.

Votes Required

Resaca

        Each share of Resaca common stock will be entitled to one vote at the Resaca annual meeting. At the Resaca annual meeting, assuming a quorum is present:

•

the affirmative vote of a majority of the votes cast, affirmatively or negatively, at the Resaca annual meeting at which a quorum representing a majority of all outstanding voting stock is present, either in person or by proxy, is required to approve the Merger and the Share Issuances, the Incentive Plan Amendment and the Resaca meeting adjournment proposal, and any other matters that may come before the Resaca shareholders at the meeting;

I-25

•

The affirmative vote of the holders of two-thirds of the outstanding shares of Resaca common stock entitled to vote on the approval of the Reverse Stock Split at the annual meeting at which a quorum representing a majority of all outstanding voting stock is present, either in person or by proxy, is required to approve the Reverse Stock Split;

•

the affirmative vote of a majority of the votes cast, affirmatively or negatively, at the Resaca annual meeting at which a quorum representing a majority of all outstanding voting stock is present, either in person or by proxy, excluding any votes cast from any Resaca shareholder qualifying as a related-party in relation to the Rig Acquisition, is required to approve the Rig Acquisition; and

•

directors will be elected by a plurality of the votes cast.

Cano

        Each share of Cano common stock is entitled to one vote at the special meeting. Each share of Cano preferred stock is entitled to (i) one vote per share on the adoption of the merger agreement and the approval of the Cano Series D Amendment; and (ii) approximately 173.913 votes per share (voting on an as-converted basis to Cano common stock) on approval of the Cano meeting adjournment proposal and any other matters that may come before the Cano stockholders at the special meeting. At the Cano special meeting, assuming a quorum is present:

•

the affirmative vote of a majority of the outstanding shares of Cano common stock, voting as a separate class, and the affirmative vote of a majority of the outstanding shares of preferred stock of Cano, voting as a separate class, is required to adopt the merger agreement and to approve the Cano Series D Amendment; and

•

the affirmative vote of a majority of the shares cast affirmatively or negatively of Cano common stock and Cano preferred stock, voting as a single class with the Cano preferred stock voting on an as-converted basis to Cano common stock, is required to approve the Cano meeting adjournment proposal and any other matters that may come before the stockholders at the meeting.

        As of April 5, 2010, the holders of a majority of the outstanding shares of Cano preferred stock had executed and delivered voting agreements, with irrevocable proxies, agreeing to vote in favor of the Cano Series D Amendment and the merger agreement and executed a written consent in lieu of special meeting, whereby those holders approved the Cano Series D Amendment and the adoption of the merger agreement.

Quorum and Abstentions

        A quorum must be present to conduct business at each of the meetings. This means that at the Resaca annual meeting, shareholders who hold a majority in voting power of the Resaca common stock issued and outstanding as of the close of business on the record date and who are entitled to vote must be present or represented by proxy in order to constitute a quorum to conduct business at the annual meeting. At the Cano special meeting, greater than 50% of the outstanding shares of Cano common stock and Cano preferred stock as of the Cano record date must be represented in person or by proxy.

        Abstentions and withhold votes will have no effect on the outcome of the vote with respect to the Resaca proposals to (i) approve of the Merger and the Share Issuances and the Incentive Plan Amendment, (ii) ratify the Rig Acquisition or (iii) approve the election of directors to the board of Resaca. However, with respect to the proposal to approve the Reverse Stock Split, abstentions will have the same effect as voting "AGAINST" such proposal. Abstentions will have the same effect as voting "AGAINST" each of the Cano proposals.

I-26

        An abstention occurs when a stockholder abstains from voting (either in person or by proxy) on one or more of the proposals. A withhold vote occurs when a stockholder withholds its vote (either in person or by proxy) with respect to the election of a director or directors.

Recent Developments

Resignation of Patrick M. McKinney

        Patrick M. McKinney resigned from his position as Senior Vice President of Engineering and Operations of Cano effective as of May 11, 2010.

Amendment to the Merger Agreement

        On May 19, 2010, Resaca, Cano and Merger Sub entered into that certain Amendment No. 4 to the Agreement and Plan of Merger, which we refer to as the Fourth Amendment. The Fourth Amendment revises certain representations and warranties and covenants of Resaca and Cano to account for the fact that a separate proxy statement (rather than a joint proxy statement) will be prepared for each of Resaca's annual meeting of shareholders and Cano's special meeting of its stockholders.

CIT Facility Waiver

        On May 14, 2010, Resaca received a waiver from its lenders under its senior credit facility, referred to herein as the CIT Facility, for failing to meet its minimum current ratio test as of March 31, 2010 and for the formation of the Merger Sub. The waiver with respect to the formation of Merger Sub will remain in effect until July 31, 2010. In addition, under the terms of the waiver, if Resaca does not repay or refinance the CIT Facility by June 30, 2010, it will cause all amounts owed to Torch, an affiliate of Resaca and its Chairman of the Board, at such time under the Services Agreement (as defined on page I-68 and as described on page IV-1) to be evidenced by a promissory note payable to Torch, which will be subordinated to the indebtedness Resaca owes under the CIT Facility on terms acceptable to its senior lenders.

Torch Subordination Letter Agreement

        Resaca entered into an agreement with Torch on May 14, 2010 which requires that on June 30, 2010, unless the CIT Facility has been repaid in full or refinanced, all amounts that Resaca owes to Torch at such time under the Services Agreement will be evidenced by a written promissory note payable to Torch. As of March 31, 2010, Resaca owes Torch $1,755,647 under the Services Agreement. Interest on such promissory note will accrue at the prime rate announced from time to time by Amegy Bank N.A. plus 2.0%, which is the same rate of interest that Torch may apply to all over due amounts under the terms of the Services Agreement. All principal and accrued interest on the promissory note will be due and payable at maturity on October 1, 2012 (or, if earlier, two business days after the CIT Facility is repaid from the proceeds of an issuance of Resaca equity or 91 days after the CIT Facility is refinanced or repaid with funds from any other sources). Such promissory note will also be subordinated to all amounts that Resaca owes under the CIT Facility.

Report on Combined Company Reserves as of December 31, 2009

        On March 24, 2010, Resaca received a reserve report on the combined proved reserves of Resaca and Cano as of December 31, 2009 from Haas Petroleum Engineering Services, Inc., which we refer to as Haas. As of December 31, 2009, the PV-10 value for the combined company is $773.5 million, which is an increase of $109.0 million or 16.4% higher than the PV-10 value computed at June 30, 2009 of $664.5 million. The $109.0 million increase is primarily attributable to higher commodity prices.

        These estimates do not include the effect of the SEC's revised oil and gas rules, "Modernization of Oil and Gas Reporting," issued in December 2008, which is effective for annual reports on Forms 10-K for fiscal years ending on or after December 31, 2009. The revised SEC rules include changes to the

I-27

pricing used to estimate reserves, the ability to include nontraditional resources in reserves, the use of new technology for determining reserves and permitted disclosure of probable and possible reserves. The estimated proved reserves, future net revenues and PV-10 presented at December 31, 2009 were determined using SEC rules in effect for fiscal years prior to December 31, 2009, including the use of end of the period prices for oil and natural gas as of December 31, 2009, which were $79.39 per barrel of oil and $5.82 per MMBtu of natural gas instead of an unweighted average 12-month price, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period ended December 31, 2009, of $61.18 per Bbl for oil and $3.87 per MMBtu for natural gas under the new SEC rules. Haas estimates that, had the combined company applied unweighted 12-month average pricing at December 31, 2009 under the SEC's revised rules, the combined company's proved reserves would have decreased by 1.7 MMBOE, which is a reduction of 3% as compared to proved reserves of 57.5 MMBOE using December 31, 2009 flat pricing. Haas estimates that utilizing the unweighted 12-month average pricing at December 31, 2009 would have reduced the PV-10 value of the combined company's proven reserves by $404.9 million or 52% as compared to PV-10 value of proved reserves of $773.5 million using December 31, 2009 flat pricing. Beginning June 30, 2010, the combined company will be required to prepare its reserve estimates using the definitions and pricing required by the SEC's revised rules.

Stock Exchange Listing

        On March 30, 2010, the combined company was approved for listing on the NYSE Amex upon notice of issuance.

New Bank Facility

        On April 26, 2010, we received a firm commitment for a new $200 million revolving senior secured credit facility with UBNA and Natixis. UBNA is the Administrative Agent and UBNA and Natixis are the Issuing Lenders of the New Facility. The New Facility will mature on July 1, 2012 and is expected to have an initial and current borrowing base of $90 million based upon our estimated proved reserves. The New Facility provides for an automatic extension to the third anniversary of the closing date of the New Facility if all shares of Resaca preferred stock convert to shares of Resaca common stock or the stated maturity date or redemption date for the Resaca preferred stock is extended to a date at least 91 days after the third anniversary of the closing date of the New Facility and no default then exists under the New Facility. Advances under the New Facility shall be in the form of either base rate loans or LIBOR loans. The interest rate on base rate loans shall be tied to the "UB Reference Rate" plus a margin of 1.5% to 2.25% based on the percentage of the borrowing base utilized at the time of the credit extension. The interest rate on LIBOR loans shall be LIBOR for a 30, 60, 90, or (if available) 180 day period plus a margin of 2.50% to 3.25% based on the percentage of the borrowing base utilized at the time of the credit extension. See "Chapter III—Business & Financial Information of Resaca and Cano—Management's Discussion and Analysis of Financial Condition and Results of Operations of Resaca—Our New Facility" on page III-54 for a detailed discussion of the New Facility and Exhibit 10.222 hereto for the draft form of credit agreement to be entered into in connection with the New Facility, which we refer to as the New Credit Agreement.

The Offering

        Resaca expects to offer between $50 million and $75 million in shares of Resaca common stock in an underwritten public offering (which amount includes the underwriters' 30 day option to purchase additional shares of Resaca common stock to cover overallotments, and which amount may be increased or decreased in the sole discretion of the Resaca board of directors in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder). The actual amount of such offering will depend upon market conditions at the time. Management currently intends to use the net proceeds of the offering to repay between $43 million and $67 million of existing indebtedness for the combined company, depending on the actual size of the

I-28

offering. The remaining proceeds of the offering will be retained as cash for general corporate purposes, including severance and merger related expenses, although these amounts ultimately depend upon the actual size of the offering, which is impossible to determine at this time.

Cano Property Sale

        During January 2010, Cano sold its interests in certain oil and gas properties located in the Texas Panhandle for net proceeds of $6.3 million. The sale had an effective date of January 1, 2010. As of January 1, 2010, the net book value of these sold assets was $3.8 million, based on updated reserve information as of December 31, 2009, which resulted in a pre-tax gain of $2.5 million. Cano used a portion of the net proceeds of $6.3 million to pay down its outstanding debt. As of May 28, 2010, Cano had available borrowing capacity of $1.1 million under its senior credit facility and a cash balance of $0.1 million.

Change in Transfer Agent and Registrar

        Effective upon the merger, the Transfer Agent and Registrar for the Resaca common stock and Resaca preferred stock will change from Computershare Investor Services (Jersey) Limited, its Transfer Agent and Registrar prior to the merger, to Computershare Trust Company N.A.

Conversion of Trading Denomination of Resaca Common Stock to U.S. Dollars

        On April 1, 2010, in preparation for the merger and the combined company's planned listing on NYSE Amex, the trading denomination of the Resaca common stock changed from British pounds to U.S. dollars.

Contact Information of the Combined Company

        Our principal executive offices are located at 1331 Lamar, Suite 1450, Houston, Texas 77010. The telephone number of our principal executive offices is (713) 650-1246. Our web site is www.resacaexploitation.com. The information on our web site does not constitute part of this proxy statement.

Organizational Structure

        The chart below depicts the organization of the combined company after giving effect to the merger.

I-29

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF RESACA

        The following table sets forth certain of Resaca's consolidated financial data as of and for each of the periods indicated. The financial information as of and for the years ended June 30, 2007, 2008 and 2009 has been derived from Resaca's audited consolidated financial statements. The financial information as of and for the nine month periods ended March 31, 2009 and 2010 has been derived from Resaca's unaudited consolidated financial statements. The financial information as of June 30, 2006 and for the period from inception (March 1, 2006) to June 30, 2006 has been derived from Resaca's unaudited financial statements. This disclosure reflects Resaca's results only and does not include the effect of the merger, the issuance of Resaca common stock and Resaca preferred stock in conjunction with the merger, the Reverse Stock Split or the Rig Acquisition. The selected historical financial data below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations of Resaca" beginning on page III-27 and Resaca's consolidated financial statements and notes thereto beginning on page F-11.

		Nine Months Ended March 31,															Period From Inception (March 1, 2006) To June 30, 2006
								Years Ended June 30,
In Thousands, Except Per Share Data		2010			2009			2009			2008			2007
		(unaudited)			(unaudited)												(unaudited)
Operating Revenues:
Total operating revenues		$	11,051		$	11,048		$	14,154		$	18,559		$	15,491		$	2,927
Operating Expenses:
Lease operating			4,590			5,256			6,623			7,007			7,604			1,337
Production and ad valorem taxes			770			1,009			1,250			1,664			1,367			263
General and administrative			6,246			5,150			7,087			1,962			1,553			41
Depletion and depreciation			2,845			2,493			3,371			2,910			2,832			578
Accretion of discount on asset retirement obligations			130			289			281			341			295			49
Inventory writedown			—			—			318			—			—			—
	Total operating expenses		14,581			14,197			18,930			13,884			13,651			2,268
Income (loss) from operations:			(3,530	)		(3,149	)		(4,776	)		4,675			1,840			659
Other income (expense):
Gain (loss) on derivatives			(770	)		15,834			11,468			(12,349	)		(901	)		(504	)
Interest expense and other			(2,442	)		(2,537	)		(3,981	)		(9,829	)		(9,348	)		(1,542	)
	Total other income (expense)		(3,212	)		13,297			7,487			(22,178	)		(10,249	)		(2,046	)
Income (loss) from continuing operations before income tax benefit			(6,742	)		10,148			2,711			(17,503	)		(8,409	)		(1,387	)
Deferred income tax benefit (expense)			(2	)		(3,900	)		—			—			—			—
Net income (loss)		$	(6,744	)	$	6,248		$	2,711		$	(17,503	)	$	(8,409	)	$	(1,387	)
Net income (loss) per share—basic and diluted		$	(0.07	)	$	0.07		$	0.03		$	—		$	—		$	—
Weighted average common shares outstanding
	Basic		96,777			92,259			92,259			—			—			—
	Diluted		96,777			92,259			92,280			—			—			—

I-30

		Nine Months Ended March 31,															Period From Inception (March 1, 2006) To June 30, 2006
								Years Ended June 30,
		2010			2009			2009			2008			2007
		(unaudited)			(unaudited)												(unaudited)
CASH FLOW DATA:
Cash flow provided by (used in):
	Operating activities	$	358		$	(5,084	)	$	(3,953	)	$	1,707		$	(2,797	)	$	(445	)
	Investing activities		(3,165	)		(19,201	)		(20,522	)		(4,526	)		(13,722	)		(85,828	)
	Financing activities		3,127			25,561			24,617			2,400			16,200			87,200

	As of March 31,				As of June 30,
	2010		2009		2009		2008			2007		2006
	(unaudited)		(unaudited)									(unaudited)
BALANCE SHEET DATA:
Cash and cash equivalents	$	675	$	1,832	$	330	$	188		$	607	$	926
Total assets		125,096		124,765		122,000		107,751			103,131		93,191
Long-term debt		35,000		23,444		31,846		72,617			73,660		72,200
Stockholders' equity		77,853		82,218		79,751		(11,923	)		5,580		13,740

I-31

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF CANO

        The following table sets forth certain of Cano's consolidated financial data as of and for each of the periods indicated. The financial information as of and for the years ended June 30, 2005, 2006, 2007, 2008 and 2009 is derived from Cano's audited consolidated financial statements. The financial information as of and for the nine months ended March 31, 2009 and 2010 is derived from Cano's unaudited consolidated financial statements. This disclosure reflects Cano's results only and does not include the effect of the merger, the issuance of Resaca common stock and Resaca preferred stock in conjunction with the merger, the Reverse Stock Split or the Rig Acquisition. The selected historical financial data below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations of Cano" beginning on page III-66 for the year ended June 30, 2009 and nine months ended March 31, 2010 and Cano's consolidated financial statements and notes thereto beginning on page F-59.

		Nine Months Ended March 31,						Years Ended June 30,
In Thousands, Except Per Share Data		2010			2009			2009			2008			2007			2006			2005
		(unaudited)			(unaudited)
Operating Revenues:
Total operating revenues		$	16,368		$	18,119			25,409		$	34,650		$	20,651		$	14,371		$	3,764
Operating Expenses:
Lease operating			11,785			13,687			18,842			13,273			8,733			5,952			2,069
Production and ad valorem taxes			1,365			1,662			2,352			2,454			1,695			985			223
General and administrative			9,360			16,561			19,156			14,859			12,635			7,623			4,754
Impairment of long-lived assets			283			22,398			26,670			—			—			—			—
Exploration expense			5,024			—			11,379			—			—			—			—
Depletion and depreciation			3,627			4,120			5,720			3,903			3,202			1,652			371
Accretion of discount on asset retirement obligations			203			225			305			204			131			89			48
	Total operating expenses		31,647			58,653			84,424			34,693			26,396			16,301			7,465
Loss from operations:			(15,279	)		(40,534	)		(59,015	)		(43	)		(5,745	)		(1,930	)		(3,701	)
Other income (expense):
Gain (loss) on derivatives			(4,451	)		48,480			43,790			(31,955	)		(847	)		(2,705	)		—
Impairment of goodwill			—			(685	)		(685	)		—			—			—			—
Interest expense and other			(908	)		(357	)		(513	)		(761	)		(1,681	)		(2,075	)		12
	Total other income (expense)		(5,359	)		47,438			42,592			(32,716	)		(2,528	)		(4,780	)		12
Income (loss) from continuing operations before income tax benefit			(20,638	)		6,904			(16,423	)		(32,759	)		(8,273	)		(6,710	)		(3,689	)
Deferred income tax benefit			6,803			(3,330	)		4,712			11,767			2,970			3,990			—
Income (loss) from continuing operations			(13,835	)		3,574			(11,711	)		(20,992	)		(5,303	)		(2,720	)		(3,689	)
Income (loss) from discontinued operations, net of related taxes			2,066			12,089			11,480			3,471			4,513			876			716
Preferred stock discount			—			—			—			—			—			—			(417	)
Preferred stock dividend			(1,359	)		(2,261	)		(2,730	)		(4,083	)		(3,169	)		—			—
Preferred stock repurchased for less than carrying amount			—			10,890			10,890			—			—			—			—
Net income (loss) applicable to common stock		$	(13,128	)	$	24,292		$	7,929		$	(21,604	)	$	(3,959	)	$	(1,844	)	$	(3,390	)
Net income (loss) applicable to common stock:
	Continuing operations		(15,194	)		12,203			(3,551	)		(25,075	)		(8,472	)		(2,720	)		(4,106	)
	Discontinued operations(a)		2,066			12,089			11,480			3,471			4,513			876			716
	Net income (loss) applicable to common stock	$	(13,128	)	$	24,292		$	7,929		$	(21,604	)	$	(3,959	)	$	(1,844	)	$	(3,390	)
Net income (loss) per share—basic		$	(0.28	)	$	0.53		$	0.17		$	(0.60	)	$	(0.13	)	$	(0.08	)	$	(0.29	)
Net income (loss) per share—diluted		$	(0.28	)	$	0.50		$	0.17		$	(0.60	)	$	(0.13	)	$	(0.08	)	$	(0.29	)
Weighted average common shares outstanding
	Basic		45,570			46,094			45,361			35,829			30,758			22,364			11,839
	Diluted		45,570			53,254			45,361			35,829			30,758			22,364			11,839

(a)

The discontinued operations for the nine months ended March 31, 2010 and 2009 pertain to the sale of certain wells located in Cano's Panhandle Properties during January 2010. The discontinued operations for the years ended June 30, 2005 through June 30, 2009 pertain to discontinued operations which occurred prior to June 30, 2009.

I-32

		Nine Months Ended March 31,						Years Ended June 30,
		2010			2009			2009			2008			2007			2006			2005
		(unaudited)			(unaudited)
CASH FLOW DATA:
Cash flow provided by (used in):
	Operating activities	$	(1,116	)	$	(5,111	)	$	(6,609	)	$	17,028		$	2,658		$	(6,083	)	$	(501	)
	Investing activities		(7,145	)		(7,183	)		(17,349	)		(84,751	)		(39,854	)		(78,365	)		(10,726	)
	Financing activities		8,726			11,850			23,653			66,301			38,670			84,948			9,797

	As of March 31,				As of June 30,
	2010		2009		2009		2008		2007		2006		2005
	(unaudited)		(unaudited)
BALANCE SHEET DATA:
Cash and cash equivalents	$	857	$	327	$	392	$	697	$	2,119	$	645	$	145
Total assets		260,348		282,399		264,028		277,734		201,469		146,949		17,578
Long-term debt (includes current portion)		65,000		43,700		55,700		73,500		33,500		68,750		—
Temporary equity		26,240		25,127		25,405		45,086		47,596		—		—
Stockholders' equity		136,290		164,117		148,459		83,850		68,861		40,636		15,391

I-33

UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

        The following unaudited pro forma combined financial data is designed to show how the merger of Resaca and Cano might have affected historical financial statements if the merger had been completed at an earlier time and was prepared based on the historical financial results reported by Resaca and Cano. The following should be read in connection with (i) the Resaca restated audited consolidated balance sheet as of June 30, 2009 and the Resaca restated audited consolidated statement of operations for the year ended June 30, 2009; (ii) the Resaca unaudited consolidated balance sheet as of March 31, 2010 and the Resaca unaudited consolidated statements of operations for the nine months ended March 31, 2010; (iii) the Cano audited consolidated balance sheet as of June 30, 2009 and the Cano audited consolidated statement of operations for the year ended June 30, 2009; and (iv) the Cano unaudited consolidated balance sheet as of March 31, 2010 and the Cano unaudited consolidated statements of operations for the nine months ended March 31, 2010, all beginning on page F-11 of this proxy statement.

        The following unaudited pro forma combined financial statements were prepared to present the effect of the merger to be accounted for as an acquisition of Cano by Resaca using the "purchase" method of accounting. In addition, Resaca will continue to use the full cost method of accounting for oil and gas properties. The unaudited pro forma combined financial statements give effect to the following transactions:

•

the Reverse Stock Split;

•

the issuance of approximately 19,264,518 shares of Resaca common stock to the stockholders of Cano pursuant to the merger with Cano, which includes approximately 124,321 shares of Resaca common stock issuable on the exercise of certain Cano stock options; and

•

the issuance of 28,125 shares of Resaca preferred stock (calculated as of May 28, 2010) to the preferred stockholders of Cano.

        The unaudited pro forma combined balance sheet as of March 31, 2010 is based on the unaudited consolidated balance sheet of Resaca and the unaudited consolidated balance sheet of Cano both as of March 31, 2010 included in this proxy statement and gives effect to the transactions listed above as if they had occurred on March 31, 2010 (other than preferred stock outstanding, which is as of May 28, 2010).

        The unaudited pro forma combined statement of operations for the year ended June 30, 2009 is based on the restated audited consolidated statement of operations of Resaca and the audited consolidated statement of operations of Cano both for the year ended June 30, 2009 included in this proxy statement and gives effect to the transactions listed above as if they had occurred on July 1, 2008.

        The unaudited pro forma combined statement of operations for the nine months ended March 31, 2010 is based on the unaudited consolidated statement of operations of Resaca and the unaudited consolidated statement of operations of Cano both for the nine months ended March 31, 2010 included in this proxy statement and gives effect to the transactions listed above as if they had occurred on July 1, 2008.

        The unaudited pro forma combined financial statements presented herein are based upon assumptions and include adjustments as explained in the notes to the unaudited pro forma combined financial statements, and the actual recording of the transactions upon closing of the merger could differ. The unaudited pro forma combined financial information is not necessarily indicative of the results of operations or the financial position that would have occurred if the transactions described above had been consummated on the dates indicated, nor is it necessarily indicative of future results of operations or financial position. However, management believes that the assumptions used provide a reasonable basis for presenting the significant effects of the transactions discussed above and that the pro forma adjustments give appropriate effect to those assumptions.

        You should read the unaudited pro forma combined financial data together with the historical financial statements of Resaca and Cano. The unaudited pro forma combined financial statements of Resaca and Cano have been included as required by the rules of the SEC and are provided for comparative purposes only.

I-34

UNAUDITED PRO FORMA
COMBINED BALANCE SHEET
MARCH 31, 2010

In Thousands, Except Shares and Per Share Amounts			Resaca Historical Amounts(a)			Cano Historical Amounts			Adjustments for Merger and Reverse Stock Split			Pro Forma as of March 31, 2010
ASSETS
Current assets
	Cash and cash equivalents		$	650		$	857		$	—		$	1,507
	Restricted cash			25			—			—			25
	Accounts receivable			2,191			2,533			—			4,724
	Deferred tax assets			241			—			—			241
	Derivative assets			—			3,486			—			3,486
	Inventory and other current assets			1,222			1,231			—			2,453
		Total current assets		4,329			8,107			—			12,436
Oil and gas properties				130,506			292,942			(97,542	)(b)		325,906
Less accumulated depletion and depreciation				(12,000	)		(43,434	)		43,434	(b)		(12,000	)
Net oil and gas properties				118,506			249,508			(54,108	)		313,906
Fixed assets and other, net				2,261			2,632			—			4,893
Deferred tax asset				—			—			898	(c)		898
Goodwill				—			101			(101	)(d)		—
TOTAL ASSETS			$	125,096		$	260,348		$	(53,311	)	$	332,133
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY
Current liabilities
	Accounts payable		$	1,409		$	3,830		$	105	(n)	$	5,344
	Accrued liabilities			1,595			2,364			2,917	(e)		6,876
	Due to affiliates, net			1,756			—			—			1,756
	Deferred tax liabilities			—			898			—			898
	Oil and gas sales payable			116			730			—			846
	Derivative liabilities			1,477			227			—			1,704
	Liabilities associated with discontinued operations			—			105			(105	)(n)		—
	Current portion of long-term debt			—			65,000			—			65,000
	Current portion of asset retirement obligations			—			236			—			236
		Total current liabilities		6,353			73,390			2,917			82,660
Long-term liabilities
	Long-term debt			35,000			—			—			35,000
	Asset retirement obligations			4,070			3,043			—			7,113
	Derivative liabilities			1,579			3,606			—			5,185
	Deferred tax liabilities			241			17,779			(17,779	)(c)		241
		Total liabilities		47,243			97,818			(14,862	)		130,199
Temporary equity
	Series D convertible preferred stock			—			26,240			1,885	(f)		28,125
Commitments and contingencies
Stockholders' equity
	Common stock			970			5			(5	)(g)		387
										193	(h)
										(776	)(l)
	Additional paid-in capital			93,236			190,485			(190,485	)(g)		153,539
										59,527	(h)
										776	(l)
	Retained earnings (accumulated deficit)			(16,353	)		(53,503	)		53,503	(g)		19,883
										36,236	(b)
	Treasury stock, at cost			—			(697	)		697	(g)		—
		Total stockholders' equity		77,853			136,290			(40,334	)		173,809
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY			$	125,096		$	260,348		$	(53,311	)	$	332,133

See Notes to Unaudited Pro Forma Combined Financial Statements.

I-35

UNAUDITED PRO FORMA
COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED MARCH 31, 2010

In Thousands, Except Per Share Data			Resaca Historical Amounts(a)			Cano Historical Amounts			Adjustments for Merger and Reverse Stock Split			Pro Forma Nine Months Ended March 31, 2010
Operating Revenues:
	Crude oil sales		$	10,086		$	14,045		$	35	(n)	$	24,166
	Natural gas sales			1,199			2,323			972	(n)		4,494
		Total operating revenues		11,285			16,368			1,007			28,660
Operating Expenses:
	Lease operating			4,590			11,785			178	(n)		16,553
	Production and ad valorem taxes			770			1,365			118	(n)		2,253
	General and administrative			6,246			9,360			—			15,606
	Impairment of long-lived assets			—			283			—			283
	Exploration expense			—			5,024			(5,024	)(j)		—
	Depletion and depreciation			2,845			3,627			(730	)(i)		5,742
	Accretion of discount on asset retirement obligations			130			203			2	(n)		335
		Total operating expenses		14,581			31,647			(5,456	)		40,772
Loss from operations				(3,296	)		(15,279	)		6,463			(12,112	)
Other expense:
	Interest expense and other			(2,442	)		(908	)		(43	)(n)		(3,393	)
	Loss on derivatives			(1,004	)		(4,451	)		—			(5,455	)
		Total other expense		(3,446	)		(5,359	)		(43	)		(8,848	)
Loss from continuing operations before income taxes				(6,742	)		(20,638	)		6,420			(20,960	)
Deferred income tax benefit (expense)				(2	)		6,803			(2,376	)(k)(n)		4,425
Loss from continuing operations				(6,744	)		(13,835	)		4,044			(16,535	)
Income from discontinued operations, net of related taxes				—			2,066			(2,066	)(n)		—
Net loss				(6,744	)		(11,769	)		1,978			(16,535	)
Preferred stock dividend				—			(1,359	)		—			(1,359	)
Net loss applicable to common stock			$	(6,744	)	$	(13,128	)	$	1,978		$	(17,894	)
Net loss per share
	Basic and diluted		$	(0.07	)	$	(0.28	)				$	(0.46	)
Weighted average common shares outstanding
	Basic and diluted			96,777			45,570			(45,570	)(g)		38,934
										19,265	(h)
										314	(e)
										(77,422	)(m)

See Notes to Unaudited Pro Forma Combined Financial Statements.

I-36

UNAUDITED PRO FORMA
COMBINED STATEMENT OF OPERATIONS
For the Year Ended June 30, 2009

In Thousands, Except Per Share Data			Resaca Historical Amounts(a)			Cano Historical Amounts			Adjustments for Merger and Reverse Stock Split			Pro Forma Year Ended June 30, 2009
Operating Revenues:
	Crude oil sales		$	12,688		$	19,222		$	1,321	(n)	$	33,231
	Natural gas sales			1,879			5,875			1,757	(n)		9,511
	Other revenue			—			312			—			312
		Total operating revenues		14,567			25,409			3,078			43,054
Operating Expenses:
	Lease operating			6,623			18,842			638	(n)		26,103
	Production and ad valorem taxes			1,250			2,352			197	(n)		3,799
	General and administrative			7,087			19,156			—			26,243
	Impairment of long-lived assets			—			26,670			(30,186	)(j)		—
										3,516	(n)
	Exploration expense			—			11,379			(11,379	)(j)		—
	Depletion and depreciation			3,371			5,720			(891	)(i)		8,200
	Accretion of discount on asset retirement obligations			281			305			3	(n)		589
	Inventory writedown			318			—			—			318
		Total operating expenses		18,930			84,424			(38,102	)		65,252
Loss from operations				(4,363	)		(59,015	)		41,180			(22,198	)
Other income (expense):
	Interest expense and other			(3,981	)		(513	)		(34	)(n)		(4,528	)
	Impairment of goodwill			—			(685	)		685	(j)		—
	Gain on derivatives			11,055			43,790			—			54,845
		Total other income (expense)		7,074			42,592			651			50,317
Income (loss) from continuing operations before income taxes				2,711			(16,423	)		41,831			28,119
Deferred income tax benefit				—			4,712			(15,236	)(k)		(10,524	)
Income (loss) from continuing operations				2,711			(11,711	)		26,595			17,595
Income from discontinued operations, net of related taxes				—			11,480			(11,480	)(n)		—
Preferred stock dividend				—			(2,730	)		—			(2,730	)
Preferred stock repurchased for less than carrying amount				—			10,890			—			10,890
Net income (loss) applicable to common stock			$	2,711		$	7,929		$	15,115		$	25,755
Net income (loss) per share
	Basic and diluted		$	0.03		$	0.17					$	0.68
Weighted average common shares outstanding
	Basic			92,259			45,361			(45,361	)(g)		37,995
										19,265	(h)
										278	(e)
										(73,807	)(m)
	Diluted			92,280			45,361			(45,361	)(g)		37,999
										19,265	(h)
										278	(e)
										(73,824	)(m)

See Notes to Unaudited Pro Forma Combined Financial Statements.

I-37

NOTES TO UNAUDITED PRO FORMA
COMBINED FINANCIAL STATEMENTS

(a)

The amounts presented in the Resaca historical balance sheet and statement of operations have been reclassified for consistency with the presentation of the Cano historical amounts. Such presentation will be adopted by the combined company post merger.

(b)

The following table summarizes the consideration paid for Cano by Resaca, and the allocation to the assets acquired and liabilities assumed and recognized at the acquisition date.

Consideration
Equity instruments (19,264,518) shares of Resaca common stock per note (h)	$	59,720
Recognized amounts of identifiable assets acquired and liabilities assumed
Current assets	$	8,107
Oil and gas properties		195,400
Other assets		3,530
Current liabilities (including current portion of long-term debt)		(76,307	)
Long-term liabilities		(6,649	)
Preferred stock		(28,125	)
Total identifiable net assets		95,956
Gain on bargain purchase per note (h)	$	36,236

Under purchase accounting, an acquiring company is required to measure and account for assets acquired, liabilities assumed or incurred, and equity instruments issued in a business combination in accordance with fair value measurements as set forth in ASC 820. The actual purchase price will ultimately be based on the Resaca common share price at the transaction closing date and the allocation of such purchase price is provisional in nature and subject to a fair market valuation of Cano's oil and gas properties on the closing date. We believe the fair value of current assets, other assets, current liabilities and long-term liabilities approximates their respective carrying values. The preferred stock fair value was adjusted to its liquidation value. As of March 31, 2010, the carrying value of Cano's oil and gas properties reflects Cano's historical cost of its oil and gas properties accounted for under the successful efforts method of accounting after the evaluation of impairment based on its estimate of undiscounted cash flows. Under the successful efforts method of accounting, impairment is evaluated if conditions indicate that the carrying value of oil and gas properties may not be recoverable from management's future estimated undiscounted pre-tax cash flow from its oil and gas properties, on a property-by-property basis. At March 31, 2010, Cano determined that no impairment of its oil and gas properties was required. Transaction prices are almost always different than the carrying amounts of assets, or even the cost of initially acquiring and developing a property as prices and costs fluctuate over time. The fair value of Cano's oil and gas properties included in these unaudited pro forma combined financial statements represents the transactional value that an acquirer would pay for the assets, but does not reflect the undiscounted cash flows we expect to recover, which at March 31, 2010 and June 30, 2009, were in excess of the related carrying amounts.

The provisional fair value of Cano's oil and gas properties is $195.4 million. We analyzed the fair value of Cano's oil and gas properties by reviewing several valuation methods, including valuations based on current production, valuations based on total proved reserves, and risked net asset value ("NAV") using current market risk factors for oil and gas property acquisitions. The $195.4 million value was based on the risked NAV analysis utilizing the December 31, 2009 Haas report on

I-38

Cano's reserves. We believe the risked NAV analysis is the most appropriate method of valuing Cano's oil and gas properties. Based on the risked NAV analysis, Cano's oil and gas properties will be valued based on the risked value assigned to its reserves. A significant portion of Cano's reserves (approximately 79%) are classified as PUD reserves. The development of PUD reserves, such as implementing waterfloods, requires a large capital outlay and a long lead-time to generate future production. Under current market conditions for oil and gas property acquisitions, significant discounts are applied by acquirers to such PUD reserves. The $54.1 million pro forma reduction applied to Cano's oil and gas properties, as carried under the successful efforts method of accounting, is largely due to the current acquisition market convention of discounting values associated with acquired PUD reserves.

(c)

To adjust Cano's historic deferred tax liabilities based primarily on adjustments to the carrying amount of Cano's oil and gas properties as discussed in note (b), and the establishment of a valuation allowance on Cano's NOL carryforwards. We established the valuation allowance on NOL carryforwards based on our estimation of the combined entity's demonstrated ability to utilize such carryforwards to offset future taxable income. The adjustment results in net deferred tax liability of zero attributable to Cano, reflected as a non-current asset of $0.9 million and a current liability of $0.9 million.

(d)

To eliminate Cano's historical goodwill.

(e)

To record severance liabilities for Cano's change of control provisions for two Cano executives to be terminated at the merger closing in 2010. The pro forma adjustment of $2.9 million consists of anticipated cash payments of $1.9 million and the issuance of $1.0 million in common stock. The actual number of shares to be issued will be determined based on Resaca's share price at the transaction closing date. For purposes of pro forma earnings per share, we have computed the number of shares to be issued based on the Resaca stock price of $0.62 per share on May 28, 2010, resulting in the issuance of approximately 0.3 million shares (after consideration of the Reverse Stock Split) pursuant to the change of control provisions.

(f)

To increase the carrying value of the preferred stock to its face value to reflect the current market value of the preferred stock, after giving effect to the amendment to the preferred stock certificate of designation contemplated in the merger agreement.

(g)

To eliminate Cano's historical equity balances and weighted average common shares outstanding.

(h)

To record the issuance of 19,264,518 shares of Resaca common stock, which includes approximately 124,321 shares of Resaca common stock issuable on the exercise of certain Cano stock options, based on Resaca's stock price of $3.10 per share as of May 28, 2010. Both the issuance of common shares and the transaction price were adjusted for the Reverse Stock Split. The stock issuance is valued at $59.7 million, of which $0.2 million is recorded as common stock (par value of $0.01 per share) and $59.5 million is recorded as additional paid-in capital.

Resaca common stock is not frequently traded. The average volume of shares traded between April 1, 2010 and May 27, 2010 was 25,000 per day as measured against 96.9 million shares outstanding. As a byproduct of infrequent trading activity, small trade volumes have often led to large changes in Resaca's stock price. The recent Resaca stock price of $0.62 on May 28, 2010 (converted to 42.8 pence based on a foreign exchange rate of 1.4482 on May 28, 2010) represents a 30% reduction as compared to the Resaca stock price of 61.5 pence on September 30, 2009 (day after the merger agreement was approved and announced by both Resaca and Cano). Continued fluctuations in Resaca's stock price will affect the valuation of Resaca's ultimate consideration for Cano common shares. Based on the $0.62 stock price, the consideration would be currently valued at $59.7 million and reflect a bargain purchase gain of $36.2 million. Based on the 61.5 pence stock price, the value of the consideration would be $96.4 million (using a foreign currency

I-39

exchange rate of U.S. $1.6277 per British Pound as of September 30, 2009) and would reflect goodwill of $0.5 million.

The actual valuation of the Resaca common stock to be issued and the valuation of the net assets of Cano will be estimated based on facts and circumstances in existence at the transaction closing date. The final amounts assigned to Cano's net assets acquired and the value of the Resaca common shares issued to Cano's shareholders could differ from the amounts included in these unaudited pro forma combined financial statements. The largest component of Cano's net assets are its' oil and gas properties, which will be valued at the closing date based on the value assigned to its reserves. Significant assumptions are required in the valuation of proved crude oil and natural gas reserves. For example, changes in market prices for crude oil and natural gas and market demand for oil and gas properties could affect the valuation of proved reserves, which could affect the fair value assigned to Cano's oil and gas properties. A hypothetical increase or decrease of 10% in Resaca's stock price would result in an increase or decrease in the value of Resaca common stock to be issued of approximately $6.0 million.

(i)

As a result of the merger, Cano will adopt the full cost method of accounting for oil and gas properties to conform with the method employed by Resaca. Based on the depletion calculation for the combined entity, depletion expense for the year ended June 30, 2009 and the nine months ended March 31, 2010 would be reduced by $0.9 million and $0.7 million, respectively.

(j)

Based on the combined entity ceiling test and purchase accounting entry discussed in note (b), Cano would not have recognized impairment of long-lived assets of $30.2 million, exploration expense of $11.4 million and impairment of goodwill of $0.7 million during the year ended June 30, 2009 and exploration expenses of $5.0 million for the nine months ended March 31, 2010. Therefore, the pro forma adjustments include the reversal of these expense amounts during the year ended June 30, 2009 and the nine months ended March 31, 2010.

(k)

The income tax effect of the expense reductions as discussed in notes (i) and (j), excluding the impairment of goodwill, for the year ended June 30, 2009 and the nine months ended March 31, 2010 is $15.2 million and $2.4 million, respectively. The effective income tax rate used is 37%, based on Resaca's combined federal and state statutory rates. The impairment of goodwill is excluded since it is a permanent difference between book and taxable income.

(l)

To record the effect of the Reverse Stock Split. As of March 31, 2010, Resaca had 96,947,494 shares of its $0.01 par value common shares outstanding. If the Reverse Stock Split had occurred on March 31, 2010, Resaca would have had 19,389,499 shares outstanding, resulting in par value of approximately $193,000. The adjustment represents the difference between Resaca's historical par value of $969,000 and the pro forma par value reflecting the Reverse Stock Split of $193,000.

(m)

To adjust weighted average historical shares outstanding for the Reverse Stock Split, as if such split occurred on July 1, 2008, by dividing Resaca's historical amounts by five.

(n)

Since the combined company will apply the full cost method of accounting, income from discontinued operations is not presented unless substantially all properties in a cost center are disposed. Accordingly, this adjustment reclassifies income from discontinued operations to the respective income statement captions of operating revenues, lease operating expenses, production and ad valorem taxes, depletion and depreciation, accretion of discount on asset retirement obligations and interest expense and other. In addition, the gain on disposition (net of related income taxes) of $12.3 million and $1.6 million for the year ended June 30, 2009 and for the nine months ended March 31, 2010, respectively, is being eliminated as no gain would be recorded under full cost accounting since the credit of proceeds against oil and gas properties would have not materially impacted the amortization rate. Also, the liabilities associated with discontinued operations were reclassified to accounts payable.

I-40

PRO FORMA COMBINED SUPPLEMENTARY FINANCIAL INFORMATION FOR OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED)

        The following tables present certain unaudited pro forma combined information concerning Resaca's and Cano's proved oil and gas reserves at June 30, 2008 and June 30, 2009 and certain pro forma combined information giving effect to the merger as if it had occurred on July 1, 2008. There are numerous uncertainties inherent in estimating the quantities of proved reserves and projecting future rates of production and timing of development expenditures. The following reserve data represent estimates only and reflects prices and costs at June 30, 2008 and June 30, 2009, and should not be construed as being exact.

	Resaca Historical Amounts			Cano Historical Amounts			Pro Forma Amounts
Reserves—Crude Oil (MBbls)
Reserves at June 30, 2008		14,732			39,116			53,848
Extensions and discoveries		—			2,544			2,544
Sale of minerals in place		—			(1,240	)		(1,240	)
Purchases		221			—			221
Revisions of prior estimates		(2,796	)		(1,338	)		(4,134	)
Production		(189	)		(311	)		(500	)
Reserves at June 30, 2009		11,968			38,771			50,739
Proved developed reserves at June 30, 2009		6,722			7,027			13,749

	Resaca Historical Amounts			Cano Historical Amounts			Pro Forma Amounts
Reserves—Natural Gas (MMCF)
Reserves at June 30, 2008		18,941			84,439			103,380
Extensions and discoveries		—			472			472
Sale of minerals in place		—			(7,886	)		(7,886	)
Purchases		284			—			284
Revisions of prior estimates		(5,639	)		(14,191	)		(19,830	)
Production		(287	)		(881	)		(1,168	)
Reserves at June 30, 2009		13,299			61,953			75,252
Proved developed reserves at June 30, 2009		7,502			18,322			25,824

	Resaca Historical Amounts			Cano Historical Amounts			Pro Forma Amounts
Standardized Measure of Discounted Cash Flows: ($000s)
Future cash inflows	$	861,424		$	2,751,854		$	3,613,278
Future production costs		(240,966	)		(767,743	)		(1,008,709	)
Future development costs		(97,151	)		(332,677	)		(429,828	)
Future income taxes		(154,507	)		(535,300	)		(689,807	)
Future net cash flows		368,800			1,116,134			1,484,934
10% annual discount		(232,638	)		(834,122	)		(1,066,760	)
Standardized measure of discounted future net cash flows at June 30, 2009	$	136,162		$	282,012		$	418,174

I-41

	Resaca Historical Amounts			Cano Historical Amounts			Pro Forma Amounts
Changes in Standardized Measure of Discounted Future Cash Flows: ($000s)
Balance at June 30, 2008	$	445,776		$	1,412,543		$	1,858,319
Net changes in prices and production costs		(422,943	)		(1,598,659	)		(2,021,602	)
Net changes in future development costs		1,582			(36,746	)		(35,164	)
Sales of oil and gas produced, net		(7,531	)		(6,552	)		(14,083	)
Purchases of reserves		9,746			—			9,746
Sales of reserves		—			(94,357	)		(94,357	)
Extensions and discoveries		—			38,256			38,256
Revisions of previous quantity estimates		(65,786	)		(54,017	)		(119,803	)
Previously estimated development costs incurred		5,954			47,590			53,544
Net change in income taxes		168,297			349,339			517,636
Accretion of discount		67,887			224,235			292,122
Other		(66,820	)		380			(66,440	)
Balance at June 30, 2009	$	136,162		$	282,012		$	418,174

I-42

SUMMARY OIL AND GAS DATA

Operating Data

        The following table presents certain information with respect to Resaca's historical operating data for the years ended June 30, 2007, 2008 and 2009 and for the nine months ended March 31, 2010 and pro forma combined operating data for the year ended June 30, 2009 and the nine months ended March 31, 2010, after giving effect to the merger.

		Resaca Historical
										Pro Forma Combined
		Years Ended June 30,						Nine Months Ended March 31, 2010
										Year Ended June 30, 2009		Nine Months March 31, 2010
		2007		2008		2009
Wells drilled (net)
	Exploratory		—		—		—		—		4.00		—
	Development		6.52		—		4.62		—		18.62		1
Net sales data
	Net volume (MBOE)		277		256		237		174		702		457
	Average daily volume (BOEPD)		760		700		650		636		1,924		1,673
Average sales price (per BOE)
	Excludes the effect of commodity derivatives	$	54.31	$	85.03	$	61.45	$	64.99	$	60.85	$	62.76
	Includes the effect of commodity derivatives	$	55.84	$	72.62	$	59.70	$	63.64	$	69.80	$	70.57
Expenses (per BOE)
	Lease operating	$	27.41	$	27.42	$	27.94	$	26.43	$	37.16	$	36.25
	Production and ad valorem taxes	$	4.93	$	6.51	$	5.27	$	4.43	$	5.41	$	4.93

Estimated Reserve Data

        The estimates in the table below of proved reserves as of June 30, 2009 are based on reserve reports prepared by Resaca's and Cano's independent petroleum engineers. You should refer to "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations of Resaca," and "Business and Properties" in evaluating the material presented below.

		June 30, 2009				Pro Forma Combined June 30, 2009(1)
		Resaca		Cano
Estimated proved reserves(2)
	Oil (MBbls)		11,968		38,771		50,739
	Gas (MMcf)		13,299		61,953		75,252
	Total proved reserves (MBOE)		14,184		49,097		63,281
	Proved developed producing reserves:
	Oil (MBbls)		1,911		5,752		7,663
	Gas (MMcf)		2,552		11,904		14,456
	Total proved developed producing reserves (MBOE)		2,336		7,735		10,071
	Proved developed reserves:
	Oil (MBbls)		6,722		7,027		13,749
	Gas (MMcf)		7,502		18,322		25,824
	Total proved developed reserves (MBOE)		7,973		10,081		18,054
PV-10 value (millions)(2)(3)
	Proved developed producing reserves	$	29.5	$	63.5	$	93.0
	Proved developed non-producing reserves		93.0		15.0		108.0
	Proved undeveloped reserves		70.7		392.8		463.5
	Total PV-10 value	$	193.2	$	471.3	$	664.5
Standardized measure of oil and gas quantities (millions)(2)		$	136.2	$	282.0	$	418.2

(1)

Gives effect to the merger with Cano.

I-43

(2)

Resaca's estimated proved reserves and the future net revenues, PV-10, and standardized measure of discounted future net cash flows were determined using end of the period prices for natural gas and oil that Resaca realized as of June 30, 2009, which were $69.89 per barrel of oil and $3.84 per MMBtu of natural gas. Cano's estimated proved reserves and the future net revenues, PV-10, and standardized measure of discounted future net cash flows were determined using end of the period prices for natural gas and oil that Cano realized as of June 30, 2009, which were $69.89 per barrel of oil and $3.71 per MMBtu of natural gas.

(3)

PV-10 is a non-GAAP financial measure and generally differs from the standardized measure of discounted future net cash flows, the most directly comparable GAAP financial measure, because it does not include the effects of income taxes on future net revenues. See "Management's Discussion and Analysis of Financial Condition and Results of Operations of Resaca—The Combined Company" for our definition of PV-10 and a reconciliation of PV-10 to the standardized measure of discounted future net cash flows.

The following table shows Resaca's, Cano's and the combined company's reconciliation of PV-10 to standardized measure of discounted future net cash flows (the most directly comparable measure calculated and presented in accordance with GAAP) at June 30, 2009. PV-10 is our estimate of the present value of future net revenues from estimated proved oil and gas reserves after deducting estimated production and ad valorem taxes, future capital costs and operating expenses, but before deducting any estimates of future income taxes. The estimated future net revenues are discounted at an annual rate of 10% to determine their "present value." We believe PV-10 to be an important measure for evaluating the relative significance of our gas and oil properties and that the presentation of the non-GAAP financial measure of PV-10 provides useful information to investors because it is widely used by professional analysts and sophisticated investors in evaluating gas and oil companies. Because there are many unique factors that can impact an individual company when estimating the amount of future income taxes to be paid, we believe the use of a pre-tax measure is valuable for evaluating its company. We believe that most other companies in the oil and gas industry calculate PV-10 on the same basis.

PV-10 should not be considered as an alternative to the standardized measure of discounted future net cash flows as computed under GAAP.

		June 30, 2009
								Pro Forma June 30, 2009
In millions		Resaca			Cano
PV-10 value		$	193.2		$	471.3		$	664.5
	Less: Undiscounted income taxes		(154.5	)		(535.3	)		(689.8	)
	Plus: 10% discount factor		97.5			346.0			443.5
Discounted income taxes			(57.0	)		(189.3	)		(246.3	)
Standard measure of discounted future net cash flows		$	136.2		$	282.0		$	418.2

        As discussed on pages I-56 and I-57, the consummation of the transactions contemplated by the merger agreement is conditioned upon several items, one of which is Resaca's application for readmission to the AIM. In order to be readmitted to the AIM, Resaca is required to prepare an admission document according to AIM rules prior to the merger, which we refer to as the Readmission Document. The AIM rules require that Resaca include a reserve report for the combined proved, probable, and possible reserves of Resaca and Cano on an after-tax basis in the Readmission Document. To satisfy this requirement, Resaca engaged Haas, as its independent petroleum engineers, to prepare a report on the combined proved, probable, and possible crude oil and natural gas reserves for Resaca and Cano related to primary and secondary recovery. Haas has historically prepared the proved reserve reports for Resaca. Cano's proved reserve report dated June 30, 2009 was prepared by Miller and Lents, Ltd. Upon completion of the merger, Haas will prepare the combined company's future reserve reports related to primary and secondary recovery. In addition, Resaca engaged Williamson Petroleum Consultants, Inc., as its independent petroleum engineers to prepare a report on

I-44

the combined probable and possible crude oil and natural gas reserves for Resaca and Cano related to tertiary recovery. Only the estimate of the combined company's proved reserves as prepared by Haas is included herein.

        The estimates presented in the table below of proved reserves as of December 31, 2009 are based on reserve reports prepared by Haas. These estimates do not include the effect of the SEC's revised oil and gas rules, "Modernization of Oil and Gas Reporting," issued in December 2008, which is effective for annual reports on Forms 10-K for years ending on or after December 31, 2009. The revised SEC rules include changes to the pricing used to estimate reserves, the ability to include nontraditional resources in reserves, the use of new technology for determining reserves and permitted disclosure of probable and possible reserves. The estimated proved reserves, future net revenues and PV-10 presented in the table below were determined using SEC rules in effect for fiscal years prior to December 31, 2009 including the use of end of the period prices for oil and natural gas as of December 31, 2009, which were $79.39 per barrel of oil and $5.82 per MMBtu of natural gas, instead of an unweighted average 12-month price calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period ended December 31, 2009, of $61.18 per Bbl for oil and $3.87 per MMBtu for natural gas under the revised SEC rules. The combined company will begin complying with the disclosure requirements of the final rule in its annual report on Form 10-K for the year ending June 30, 2010. You should refer to "Risk Factors," "Business and Properties," "Management's Discussion and Analysis of Financial Condition and Results of Operations of Resaca," and "Management's Discussion and Analysis of Financial Condition and Results of Operations of Cano" on pages I-54, III-1, III-27 and III-66, respectively, in evaluating the material presented below.

		December 31, 2009				Pro Forma Combined December 31, 2009(1)
		Resaca		Cano
Estimated proved reserves(2)
	Oil (MBbls)		12,262		33,098		45,360
	Gas (MMcf)		13,103		59,545		72,648
	Total proved reserves (MBOE)		14,446		43,022		57,468
	Proved developed producing reserves:
	Oil (MBbls)		2,144		4,605		6,749
	Gas (MMcf)		2,492		9,839		12,331
	Total proved developed producing reserves (MBOE)		2,559		6,245		8,804
	Proved developed reserves:
	Oil (MBbls)		6,911		6,104		13,015
	Gas (MMcf)		7,273		16,180		23,453
	Total proved developed reserves (MBOE)		8,124		8,800		16,924
PV-10 value (millions)(2)(3)
	Proved developed producing reserves	$	42.4	$	69.3	$	111.7
	Proved developed non-producing reserves		117.4		30.4		147.8
	Proved undeveloped reserves		100.3		413.7		514.0
	Total PV-10 value	$	260.1	$	513.4	$	773.5
Standardized measure of oil and gas quantities (millions)(2)		$	179.7	$	332.4	$	512.1

(1)

Gives effect to the merger with Cano.

(2)

Resaca's and Cano's estimated proved reserves and the future net revenues, PV-10, and standardized measure of discounted future net cash flows were determined using end of the period

I-45

prices for natural gas and oil that each company realized as of December 31, 2009, which were $79.39 per barrel of oil $5.82 per MMBtu of natural gas.

(3)

PV-10 is a non-GAAP financial measure and generally differs from the standardized measure of discounted future net cash flows, the most directly comparable GAAP financial measure, because it does not include the effects of income taxes on future net revenues.

The following table shows Resaca's, Cano's and the combined company's reconciliation of PV-10 to standardized measure of discounted future net cash flows (the most directly comparable measure calculated and presented in accordance with GAAP) at December 31, 2009. PV-10 is our estimate of the present value of future net revenues from estimated proved oil and gas reserves after deducting estimated production and ad valorem taxes, future capital costs and operating expenses, but before deducting any estimates of future income taxes. The estimated future net revenues are discounted at an annual rate of 10% to determine their "present value." We believe PV-10 to be an important measure for evaluating the relative significance of our gas and oil properties and that the presentation of the non-GAAP financial measure of PV-10 provides useful information to investors because it is widely used by professional analysts and sophisticated investors in evaluating gas and oil companies. Because there are many unique factors that can impact an individual company when estimating the amount of future income taxes to be paid, we believe the use of a pre-tax measure is valuable for evaluating its company. We believe that most other companies in the oil and gas industry calculate PV-10 on the same basis.

PV-10 should not be considered as an alternative to the standardized measure of discounted future net cash flows as computed under GAAP.

		December 31, 2009
								Pro Forma December 31, 2009
In millions		Resaca			Cano
PV-10 value		$	260.1		$	513.4		$	773.5
	Less: Undiscounted income taxes		(201.7	)		(582.6	)		(784.3	)
	Plus: 10% discount factor		121.3			401.6			522.9
Discounted income taxes			(80.4	)		(181.0	)		(261.4	)
Standard measure of discounted future net cash flows		$	179.7		$	332.4		$	512.1

        As of December 31, 2009, the PV-10 value for the combined company is $773.5 million, which is an increase of $109.0 million or 16.4% higher than the PV-10 value computed at June 30, 2009 of $664.5 million. The $109.0 million increase is primarily attributed to higher commodity prices. At December 31, 2009, flat case crude oil and natural gas prices were $79.39 per barrel and $5.82 per MMBtu, respectively, as compared to corresponding crude oil and natural gas prices at June 30, 2009 of $69.89 per barrel and $3.71 per MMBtu.

        As of December 31, 2009, proved reserves were 57.5 MMBOE, which is a reduction of 7.9%, after considering the Cano property sale of 0.5 MMBOE and production for the six months ended December 31, 2009 of 0.3 MMBOE, as compared to proved reserves on June 30, 2009 of 63.3 MMBOE. The majority of the reduction was due to reclassifying 4.4 MMBOE of proved undeveloped reserves associated with the Panhandle Properties at June 30, 2009 to probable reserves as of December 31, 2009.

        As previously discussed, the combined company will adopt the SEC's revised rules on reserve determination for its annual report on Form 10-K for the year ending June 30, 2010. Haas estimates that, had the combined company applied unweighted 12-month average prices, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period ended December 31, 2009, pricing at December 31, 2009 under the SEC's revised rules, the

I-46

combined company's proved reserves would have decreased by 1.7 MMBOE, which is a reduction of 3% as compared to proved reserves of 57.5 MMBOE using December 31, 2009 flat pricing. Haas estimates that utilizing the unweighted 12-month average pricing at December 31, 2009 would have reduced the PV-10 value of the combined company's proved reserves by $404.9 million or 52% as compared to PV-10 value of proved reserves of $773.5 million using December 31, 2009 flat pricing. Beginning June 30, 2010, the combined company will be required to prepare its reserves estimates using the definitions and pricing required by the SEC's revised rules.

I-47

COMPARATIVE PER SHARE DATA (UNAUDITED)

        The following tables set forth historical per share information of Resaca and Cano and unaudited pro forma combined per share information after giving effect to the merger and the Rig Acquisition, but without giving effect to the Reverse Stock Split. The historical per share information of Resaca for the nine months ended March 31, 2010 includes the effect of the Rig Acquisition. Neither company has ever declared dividends on their respective common stock since their formation. Resaca common stock began trading on the AIM on July 17, 2008 so historical per share information for Resaca is unavailable for years ended prior to June 30, 2009. The terms of the Cano preferred stock require Cano to pay quarterly dividends to the holders thereof. See "—Comparative Per Share Market Price and Dividend Information—Dividends and Other Distributions" on page I-51.

        The unaudited pro forma combined per share information does not purport to represent what the results of operations or financial position of Resaca, Cano or the combined company would actually have been had the merger occurred at the beginning of the period shown, or to project Resaca's, Cano's or the combined company's results of operations or financial position for any future period or date. This pro forma combined information is derived from, and should be read in conjunction with, the unaudited pro forma combined financial statements and accompanying notes included in this proxy statement as presented under "—Unaudited Pro Forma Combined Financial Data" beginning on page I-34.

        The historical per share information is derived from, and should be read in conjunction with, the financial statements for each of Resaca and Cano, which are included in this proxy statement. See "Business & Financial Information of Resaca and Cano" beginning on page III-1.

			Nine Months Ended March 31, 2010			Year Ended June 30, 2009
Resaca Historical Per Share Data:
	Income from continuing operations:
		Basic(a)	$	(0.07	)	$	0.03
		Diluted(a)	$	(0.07	)	$	0.03
	Book Value Per Share—Diluted(b)		$	0.80		$	0.86
Cano Historical Per Share Data:
	Income from continuing operations
		Basic(a)	$	(0.28	)	$	(0.17	)
		Diluted(a)	$	(0.28	)	$	(0.17	)
	Book Value Per Share—Diluted(c)		$	2.99		$	3.27
Pro Forma Resaca Per Share Data:
	Income from continuing operations
		Basic(a)	$	(0.46	)	$	0.68
		Diluted(a)	$	(0.46	)	$	0.68
	Book Value Per Share—Diluted(d)		$	4.46		$	4.12
Pro Forma Cano Equivalent Per Share Data:
	Income from continuing operations
		Basic(e)	$	(0.19	)	$	0.28
		Diluted(e)	$	(0.19	)	$	0.28
	Book Value Per Share—Diluted(e)		$	1.87		$	1.73

(a)

These amounts are presented on the Unaudited Pro Forma Combined Statement of Operations. See "Unaudited Pro Forma Combined Financial Data" beginning on page I-34.

(b)

For the nine months ended March 31, 2010, the amount was computed based on Resaca's historical book value of $77.9 million divided by weighted average diluted common shares of

I-48

96.8 million. For the year ended June 30, 2009, the amount was computed based on Resaca's historical book value of $79.8 million divided by weighted average diluted common shares of 92.3 million.

(c)

For the nine months ended March 31, 2010, the amount was computed based on Cano's historical book value of $136.3 million divided by weighted average diluted common shares of 45.6 million. For the year ended June 30, 2009, the amount was computed based on Cano's historical book value of $148.5 million divided by weighted average diluted common shares of 45.4 million.

(d)

For the nine months ended March 31, 2010, the amount was computed based on the Resaca pro forma book value of $173.8 million divided by weighted average diluted common shares of 38.9 million. For the year ended June 30, 2009, the amount was computed based on the Resaca pro forma book value of $156.6 million divided by weighted average diluted common shares of 38.0 million.

(e)

Pro forma combined Cano equivalent per share data is calculated by multiplying the pro forma Resaca per share data by the stock exchange ratio of 0.42.

I-49

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Historical Stock Prices

        Resaca common stock is listed on the AIM under the symbols "RSX" and "RSOX." Cano common stock is listed on the NYSE Amex under the symbol "CFW." The following table sets forth, for the calendar quarters indicated, the high and low sales prices per share of Resaca common stock and Cano common stock on the AIM and NYSE Amex, respectively. Resaca common stock began trading on the AIM on July 17, 2008 so historical per share sales prices for Resaca are unavailable for the years ended June 30, 2007 and 2008.

	Reverse Stock Split Adjusted Resaca Common Stock(1)(2)				Resaca Common Stock(1)				Cano Common Stock
	High		Low		High		Low		High		Low
Fiscal Year Ended June 30, 2010
First Quarter	$	4.90	$	2.20	$	0.98	$	0.44	$	1.37	$	0.52
Second Quarter	$	4.50	$	2.90	$	0.90	$	0.58	$	1.31	$	0.79
Third Quarter	$	3.50	$	2.60	$	0.70	$	0.52	$	1.22	$	0.76
Fiscal Year Ended June 30, 2009
First Quarter	$	13.40	$	10.70	$	2.68	$	2.14	$	8.03	$	2.01
Second Quarter	$	10.95	$	0.95	$	2.19	$	0.19	$	2.34	$	0.22
Third Quarter	$	2.10	$	1.40	$	0.42	$	0.28	$	0.75	$	0.24
Fourth Quarter	$	2.15	$	1.30	$	0.43	$	0.26	$	1.55	$	0.40
Fiscal Year Ended June 30, 2008
First Quarter		—		—		—		—	$	7.42	$	5.05
Second Quarter		—		—		—		—	$	8.85	$	5.94
Third Quarter		—		—		—		—	$	7.50	$	3.85
Fourth Quarter		—		—		—		—	$	9.40	$	4.29
Fiscal Year Ended June 30, 2007
First Quarter		—		—		—		—	$	6.40	$	3.69
Second Quarter		—		—		—		—	$	5.80	$	3.90
Third Quarter		—		—		—		—	$	5.47	$	4.15
Fourth Quarter		—		—		—		—	$	6.46	$	4.40

(1)

Prior to April 1, 2010, Resaca common stock was traded on the AIM in British pounds. The dollar amounts reflected herein have been converted to U.S. dollars at applicable exchange rates for the periods presented.

(2)

Historical prices are adjusted for the Reverse Stock Split.

        On September 28, 2009, the second to last full trading day before the public announcement of the merger, the closing price per share of Resaca common stock on the AIM was U.K. £0.50, which, after applying an assumed exchange rate of U.S. $1.5882 per British pound, equates to $0.794 per Resaca common share and the closing price per share of Cano common stock on the NYSE Amex was $1.02.

        As of May 28, 2010, there were approximately 154 record holders of Resaca common stock. As of May 28, 2010, there were approximately 107 record holders of Cano common stock and approximately 7,300 beneficial holders of Cano common stock in street name. Additionally, as of May 28, 2010, there were 16 record holders of Cano preferred stock.

I-50

Dividends and Other Distributions

        Resaca does not currently pay dividends on Resaca common stock. After the merger, the combined company intends to retain its earnings to finance the expansion of its business and for general corporate purposes. In addition, we expect that the New Facility will not permit it to pay dividends to Resaca common stock. Therefore, Resaca does not anticipate paying cash dividends on its common stock in the foreseeable future.

        Cano has not declared any dividends to date on Cano common stock. Cano has no present intention of paying any cash dividends on Cano common stock in the foreseeable future. Cano's credit agreements do not permit it to pay dividends on Cano common stock. In addition, the terms of the Cano preferred stock do not permit Cano to pay dividends on Cano common stock without the approval of the holders of a majority of the Cano preferred stock.

        For the year ended June 30, 2009, the Cano preferred stock dividend was $2.7 million, of which $1.6 million pertained to holders of the payment-in-kind dividend option. For the nine months ended March 31, 2010, the Cano preferred stock dividend was $1.4 million, of which $0.8 million pertained to holders of the payment-in-kind dividend option.

        We expect that the New Facility will not permit us to pay dividends to holders of Resaca common stock. In addition, the terms of the Resaca preferred stock will not permit Resaca to pay dividends on Resaca common stock without the approval of a majority of the Resaca preferred stock. Therefore, we do not anticipate paying cash dividends on our common stock in the forseeable future.

I-51

CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS

        This proxy statement and the documents that are incorporated by reference include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to as the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and the Private Securities Litigation Reform Act of 1995 about Cano that are subject to risks and uncertainties. All statements other than statements of historical fact included in, or incorporated by reference into, this proxy statement are forward-looking statements. Forward-looking statements may be found under "Summary," "The Merger," "Risk Factors," "Unaudited Pro Forma Combined Financial Statements" and the risk factors in the periodic reports filed under the Exchange Act by Cano and elsewhere in this proxy statement regarding the outlooks or expectations for earnings, revenues, expenses, financial position, business strategy, production and reserve growth, possible or assumed future results of operations, and other plans and objectives for the future operations of Resaca and Cano, and statements regarding integration of the businesses of Resaca and Cano and general economic conditions. Specifically, forward looking statements may include:

•

statements relating to the benefits of the merger, including anticipated synergies and cost savings estimated to result from the merger;

•

statements relating to future business prospects, revenue, income and financial condition; and

•

statements that are predictive in nature, that depend upon or refer to future events or conditions, or that are preceded by, followed by or that include the words "estimate," "plan," "project," "forecast," "intend," "expect," "anticipate," "believe," "seek," "target" or similar expressions.

        Forward-looking statements are subject to risks and uncertainties and include information concerning cost savings from the merger. Although Cano believes that in making such statements its expectations are based on reasonable assumptions, such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected.

        You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this proxy statement, or in the case of a document incorporated by reference, as of the date of that document. Except as required by law, Cano undertakes no obligation to publicly update or release any revisions to these forward-looking statements to reflect any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

        The following important factors, in addition to those discussed under "Risk Factors" and elsewhere in this proxy statement, could affect the future results of the energy industry in general, and the combined company after the merger in particular, and could cause those results to differ materially from those expressed in or implied by such forward-looking statements:

•

uncertainties inherent in the development and production of and exploration for oil and gas and in estimating reserves;

•

unexpected difficulties in integrating the operations of Resaca and Cano;

•

unexpected future capital expenditures (including the amount and nature thereof);

•

impact of oil and gas price fluctuations;

•

the effects of the combined company's indebtedness, which could adversely restrict its ability to operate, could make the combined company vulnerable to general adverse economic and industry conditions, could place it at a competitive disadvantage compared to its competitors that have less debt, and could have other adverse consequences;

I-52

•

the effects of competition;

•

the success of the combined company's risk management activities;

•

the availability (or lack thereof) of acquisition or combination opportunities;

•

the impact of current and future laws and governmental regulations;

•

environmental liabilities that are not covered by an effective indemnity or insurance; and

•

general economic, market or business conditions.

        All written and oral forward-looking statements attributable to Cano or persons acting on behalf of Cano are expressly qualified in their entirety by such factors. For additional information with respect to these factors, see "Where You Can Find More Information" on page II-8.

I-53

RISK FACTORS

In addition to the other information contained in or incorporated by reference into this proxy statement, you should carefully consider the following risk factors in deciding how to vote on the merger. In addition, you should read and consider the risks associated with each of the businesses of Resaca and Cano because these risks will also relate to the combined company.

Risks Relating to the Merger

Because the market price of Resaca common stock will fluctuate, Cano stockholders cannot be sure of the market value of the Resaca common stock that they will receive.

        When we complete the merger, shares of Cano common stock will be converted into the right to receive 0.42 shares of Resaca common stock. The exchange ratio is fixed and will not be adjusted for changes in the market price of either Resaca common stock or Cano common stock. The merger agreement does not provide for any price-based termination right. Accordingly, the market value of the shares of Resaca common stock that Resaca grants and Cano stockholders will be entitled to receive when we complete the merger will depend on the market value of shares of Resaca common stock at the time that we complete the merger and could vary significantly from the market value on the date of this proxy statement or the date of the Cano annual meeting. The market value of the shares of Resaca common stock will also continue to fluctuate after the completion of the merger. For example, for the period from July 17, 2008 (the date of Resaca's initial public offering) through December 31, 2009, the market price of Resaca common stock ranged from a low of $0.19 (assuming an exchange rate of U.S. $1.4914 per British pound) to a high of $2.68 (assuming an exchange rate of U.S. $1.9984 per British pound), all as reported on the AIM. For the period from July 1, 2008 through December 31, 2009, the market price of Cano common stock ranged from a low of $0.22 to a high of $8.03. See "Comparative Per Share Market Price and Dividend Information" on page I-50. The market price of Resaca common stock on May 28, 2010 was $0.62. The market price of Cano common stock on May 28, 2010 was $1.11.

        These variations could result from changes in the business, operations or prospects of Cano or Resaca prior to or following the merger, regulatory considerations, general market and economic conditions and other factors both within and beyond the control of Resaca or Cano.

The issuance of shares of Resaca common stock to Cano stockholders in the merger will substantially reduce the percentage interests of Resaca shareholders.

        If the merger is completed, Resaca will issue up to approximately 19.3 million shares of Resaca common stock in the merger (assuming the Resaca shareholder approval of the Reverse Stock Split). Based on the number of shares of Resaca and Cano common stock outstanding on the Resaca and Cano record dates, prior to completion of the offering, Cano common stockholders will own, in the aggregate, approximately 50% of the shares of common stock of the combined company outstanding immediately after the merger. The issuance of shares of Resaca common stock to Cano stockholders in the merger and to holders of assumed options and restricted stock units to acquire shares of Cano common stock will cause a significant reduction in the relative percentage interest of current Resaca shareholders in earnings, voting, liquidation value and book and market value.

In connection with the merger, all of Resaca's and Cano's indebtedness will need to be refinanced.

        As a condition precedent to the consummation of the merger, all of the outstanding indebtedness of Resaca and Cano will need to be refinanced. Due to prevailing conditions in the debt markets, debt financing to fund such refinancing may not be available on terms favorable to the combined company or at all. At May 28, 2010, the aggregate principal amount of the outstanding indebtedness of Resaca and Cano was approximately $100.9 million.

I-54

Failure to complete the merger for regulatory or other reasons could adversely affect Resaca and Cano stock prices and their future business and financial results.

        Completion of the merger is conditioned upon, among other things, the consent of the lenders under the credit facilities of each of Resaca and Cano and the completion of the offering. There is no assurance that Resaca and Cano will be successful in its efforts to obtain such consents or that Resaca will be able to refinance the credit facilities upon the closing of the merger. There can be no assurance that Resaca will successfully complete the offering or raise the anticipated amount of proceeds. Failure to complete the proposed merger would prevent Resaca and Cano from realizing the anticipated benefits of the merger. Each company will also remain liable for significant transaction costs, including legal, accounting and financial advisory fees. In addition, Resaca and/or Cano may be unable to obtain future covenant waivers from their respective lenders, which could result in Resaca's and/or Cano's default on their respective obligations under one or both of their respective credit agreements and the acceleration of all indebtedness outstanding under those credit agreements. Further, the market price of each company's common stock may reflect various market assumptions as to whether the merger will occur. Consequently, the completion of, or failure to complete, the merger could result in a significant change in the market price of Resaca's and Cano's common stock.

The issuance of common stock in the offering will dilute the existing ownership interests of the Resaca shareholders and Cano stockholders.

        The issuance of shares of Resaca common stock in the offering will have the following effects:

•

an individual's proportionate ownership interest in the combined company will decrease; and

•

the relative voting strength of each previously outstanding share of Resaca common stock and Cano common stock will be reduced.

        In addition, the issuance of shares of Resaca common stock in the offering may result in the following:

•

the market price of our common stock declining; and

•

our earnings per share being reduced.

Trading in Resaca's common stock will be temporarily suspended while the merger is completed.

        Resaca must temporarily suspend trading in its common stock on the AIM while the merger is completed. Because the merger will constitute a reverse takeover under the AIM rules, Resaca common stock must be readmitted to trading on the AIM immediately following the merger. Following the Resaca annual meeting and the pricing of the offering, trading of Resaca common stock on the AIM will be suspended until the completion of the merger and the closing of the offering. During the time that the Resaca common stock is not trading, Resaca shareholders will not be able to sell their shares or buy additional shares of Resaca common stock on the AIM. The value of the Resaca common stock may face significant material adverse consequences due to the suspension, including reduced value and liquidity.

Failure to complete the offering will adversely affect the ability of Cano and Resaca to consummate the merger.

        If Resaca is unable to complete the underwritten offering of between $50 million and $75 million of its common stock (which amount may be increased or decreased in the sole discretion of the Resaca board of directors in accordance with the provisions of the Securities Act and the rules and regulations promulgated thereunder), it will be unable to reduce existing indebtedness of the combined company, as required by the New Facility. Entering into the New Facility is a condition to closing the merger. Accordingly, if the offering does not result in gross proceeds to Resaca of at least approximately $45 million, Resaca will have to renegotiate the New Facility. Failure to do so will negatively impact

I-55

Resaca's ability to consummate the merger upon the terms presently contemplated and could result in a termination of the merger agreement.

Resaca may not be able successfully to integrate its operations with Cano's operations.

        Integration of Cano's operations with Resaca's will be a complex, time consuming and costly process involving the following risks and difficulties, among others:

•

Cano's properties may not produce revenues, earnings or cash flow at anticipated levels;

•

we may have exposure to unanticipated liabilities and costs, some of which may materially exceed our estimates;

•

we may experience material difficulties in integrating personnel with diverse backgrounds and a differing organizational culture;

•

we may lose customers, suppliers, partners and agents of Cano;

•

the merger may disrupt our ongoing business, distract management, divert resources and make it difficult to maintain our current business standards, controls and procedures, including internal controls and procedures required under the Sarbanes-Oxley Act of 2002; and

•

we may experience material difficulties and additional costs in consolidating corporate and administrative functions.

As a result, we may be unable to integrate Cano successfully and realize anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical or financial problems.

Because certain directors and executive officers of Cano have interests in seeing the merger completed that are different from the interests of other Cano stockholders, these persons may have conflicts of interest in recommending that Cano stockholders vote to approve the merger agreement.

        The directors and executive officers of Cano are parties to agreements or participate in other arrangements that give them interests in the merger that are different from the interests of other Cano stockholders. For example:

•

Certain directors and executive officers have entered into separation agreements in connection with the merger entitling them to lump sum termination payments, benefits continuation and other benefits; and

•

Certain directors and executive officers of Cano will have the vesting of their stock options and restricted stock awards accelerated in full.

        You should consider these interests in voting on the merger, including whether these interests may have influenced these directors and executive officers to recommend or support the merger. We have described these different interests under "The Merger—Interests of Certain Persons in the Merger" beginning on page I-107.

The delay or failure to obtain all necessary third party consents and regulatory approvals from governmental entities could prevent or delay the completion of the merger and/or result in adverse financial and legal consequences to the combined company, Resaca or Cano.

        The merger agreement requires that Resaca and Cano obtain the following consents and approvals from third parties and regulatory authorities prior to completion of the merger:

•

the required Resaca shareholder and Cano stockholder (common and preferred) approval;

I-56

•

the consent of the lenders under Resaca's and Cano's credit facilities, which consents Resaca and Cano expect to receive prior to the marketing of the offering;

•

the SEC declaring effective this registration statement and the registration statement not being subject to any stop order or threatened stop order;

•

the SEC declaring effective Resaca's S-1 registration statement concerning the offering and such registration statement not being subject to any stop order or threatened stop order;

•

NYSE Amex authorization for listing of Resaca common stock to be issued in the merger and reserved for issuance upon the exercise of converted Cano options, which was received by Resaca on March 30, 2010;

•

AIM authorization for readmission of Resaca common stock, which is anticipated to occur simultaneous with the closing of the merger;

•

the consent of the parties to Resaca's and Cano's hedging agreements with respect to which it is anticipated that, upon consummation of the New Facility, there will be a novation of all of Resaca's current hedges with BP Corporation North America Inc., which we refer to as BP, to one of the lenders under the New Facility, and Cano's deriviative contracts will be remain in place with the combined company, with no consent required; and

•

the consent of Resaca's nominated adviser, Seymour Pierce Limited, which we refer to as Seymour Pierce, which consent Resaca will receive prior to the mailing of its proxy statement.

        Resaca or Cano may waive these requirements with respect to consents to be obtained by the other party at its discretion. If one party waives the other's requirement to obtain one or more of these third party consents and they are not obtained, the third party entitled to give the consent may have a claim against the combined company, which may result in adverse financial and legal consequences to the surviving company. Further, the delay or denial of any requisite consents, approvals or exemptions could prevent or delay the completion of the merger.

The merger may not occur if Resaca or Cano do not waive conditions to the closing of the merger that are unable to be met.

        Resaca and Cano may each waive conditions to closing of the merger with respect to third party consents to be obtained by the other party at its discretion. If Resaca or Cano fail to obtain a required third party consent and cannot get a waiver from the other party, the merger may be delayed or fail to be completed.

The merger agreement contains provisions that could discourage a potential competing acquirer that might be willing to pay more to acquire Cano or that may be willing to acquire Resaca.

        The merger agreement contains "no shop" provisions that restrict Resaca's and Cano's ability to solicit or facilitate proposals regarding a merger or similar transaction with another party. Further, there are only limited exceptions to Resaca's or Cano's agreement that their respective board of directors will not withdraw or adversely qualify its recommendation regarding the merger agreement. Although each of the Resaca and Cano boards are permitted to terminate the merger agreement in response to a superior proposal if they determine that a failure to do so would be inconsistent with their fiduciary duties, its doing so would entitle the other party to collect a $3.5 million termination fee from the terminating party. In addition, in certain instances if the merger agreement is terminated and Resaca or Cano consummate certain takeover transactions within six months after the termination of the merger agreement, the other party would be entitled to collect a $3.5 million termination fee from the party participating in the takeover transaction. We describe these provisions under "The Merger Agreement—Termination" beginning on page I-126 and "—Termination Fees and Expenses" beginning on page I-127.

I-57

        These provisions could discourage a potential competing acquirer from considering or proposing an acquisition, even if it were prepared to pay consideration with a higher value than that proposed to be paid in the merger, or might result in a potential competing acquirer proposing to pay a lower per share price than it might otherwise have proposed to pay because of the added expense of the termination fee.

There are risks associated with the Reverse Stock Split, including that the Reverse Stock Split may not result in a sustained increase in the per share price of Resaca common stock.

        Resaca cannot predict whether the Reverse Stock Split will result in a sustained increase in the market price for Resaca common stock. The history of similar stock split combinations for companies in like circumstances is varied. There is no assurance that:

•

the market price per share will remain in excess of the $2.00 minimum bid price as required by NYSE Amex for continued listing;

•

the Reverse Stock Split will result in a per share price that will increase the ability of Resaca to attract and retain employees; or

•

the Reverse Stock Split will result in a per share price that will attract brokers and investors who do not trade in lower priced stocks.

        The market price of Resaca common stock will also be based on performance of Resaca and other factors, some of which are unrelated to the number of shares outstanding. If the Reverse Stock Split is effected and the market price of Resaca common stock declines, the percentage decline as an absolute number and as a percentage of the overall market capitalization of Resaca may be greater than would occur in the absence of a Reverse Stock Split. Furthermore, the liquidity of Resaca common stock could be adversely affected by the reduced number of shares that would be outstanding after the Reverse Stock Split. In addition, the Reverse Stock Split could result in some Resaca shareholders owning "odd lots" of less than one hundred (100) shares of the Resaca common stock on a post-split basis. Odd lots may be more difficult to sell, or may require greater transaction costs per share to sell than do "board lots" of even multiples of one hundred (100) shares.

The fairness opinion obtained by Cano from its financial advisor will not reflect changes in circumstances between the date of the merger agreement and the dates of either the shareholder meetings or the consummation of the merger.

        On September 29, 2009, the date upon which Cano and Resaca entered into the merger agreement, RBC rendered its opinion to the Cano board of directors that, based on RBC's experience as investment bankers, as of that date and subject to the various assumptions and limitations set forth in its opinion, the exchange ratio in the merger of 2.1 shares of Resaca common stock for each share of Cano common stock (which does not give effect to the Reverse Stock Split) is fair, from a financial point of view, to the holders of Cano common stock. RBC's opinion spoke only as of the date it was rendered, was based on the conditions as they existed and information which RBC had been supplied as of such date, and was without regard to any market, economic, financial, legal or other circumstances or events of any kind or nature which may exist or occur after such date. All analyses performed by RBC for purposes of rendering its opinion were performed based on market information available as of September 28, 2009, the last trading day preceding the date of RBC's opinion, except as otherwise noted in the description of RBC's analyses in "The Merger—Opinion of Cano's Financial Advisor" beginning on page I-94.

        As a result, RBC's opinion does not reflect any information that was not supplied to RBC as of the date of its opinion, including information that has become available since that date that may have affected the financial projections supplied to RBC or any assumptions made by RBC for purposes of its opinion. For example, RBC's opinion does not reflect changes in the operations and prospects of

I-58

Resaca or Cano or general market and economic conditions since the date of RBC's opinion, the January 2010 sale of certain of Cano's Texas Panhandle assets or the information contained in the December 31, 2009 Haas reports, nor does it reflect the current terms of the financing of the merger (including any potential dilution resulting from the antidilution protections to be provided to the recipients of the Resaca preferred stock in connection with the offering), in either case as a result of the passage of time or developments regarding the merger. In addition, in rendering its opinion, RBC was not aware of the Reverse Stock Split and did not consider any effect of the Reverse Stock Split. The opinion only addresses the fairness, from a financial view, of the exchange ratio to the holders of Cano common stock as of the date of RBC's opinion, and not as of any other date. More current information that has become or becomes available during the period between the date of RBC's opinion and the date of either the Resaca annual meeting of shareholders or the Cano special meeting of stockholders or the consummation of the merger may alter the value of Resaca or Cano, either on a stand-alone basis or after giving effect to the merger, or the prices of shares of Resaca common stock or Cano common stock. Nevertheless, Resaca shareholders and Cano stockholders may want to consider more current information, including the more current information regarding Resaca, Cano and the merger set forth or referred to in this proxy statement.

        As of the date of this proxy statement, Cano has not obtained an updated fairness opinion from RBC or any other financial advisor. Cano does not anticipate asking its financial advisor to update its opinion, and RBC has not undertaken to reaffirm or revise its opinion or otherwise comment on events occurring after the date of its opinion and does not have an obligation to update, revise or reaffirm its opinion.

        For a more detailed discussion of RBC's opinion, please see "The Merger—Opinion of Cano's Financial Advisor" beginning on page I-94.

Risks Relating to the Combined Company After the Merger

Upon completion of the merger, our combined debt may limit our financial and operating flexibility.

        We have a firm commitment from UBNA and Natixis, to arrange the New Facility in the maximum amount of $90 million with financial institutions acceptable to us and to UBNA and Natixis. The New Facility shall be guaranteed by all of Resaca's and Cano's existing and future material subsidiaries. Upon consummation of the merger and completion of the offering, the combined company anticipates having between $34.0 million and $57.5 million in borrowings under the New Facility. This amount may change depending on the amount of proceeds raised in the offering and the corresponding amount of debt repaid from such proceeds. See "Management's Discussion and Analysis of Financial Condition and Results of Operations of Resaca—Our New Facility" on page III-54.

        The New Facility shall contain, among other terms, provisions for the maintenance of certain financial ratios and certain restrictions related to (i) debt, (ii) liens, (iii) mergers, (iv) asset sales, (v) investments, (vi) change of ownership, (vii) distributions, redemptions and purchase of Resaca common stock and Resaca preferred stock, and (viii) hedging transactions. The New Facility shall be secured by 80% of the value of the combined company's existing and future oil and gas properties. The New Facility will require us to maintain compliance with specified financial ratios and satisfy certain financial condition tests. The combined company's ability to comply with these ratios and financial condition tests may be affected by events beyond its control, and we cannot assure you that the combined company will meet these ratios and financial condition tests. These financial ratio restrictions and financial condition tests could limit the combined company's ability to obtain future financings, make needed capital expenditures, withstand a future downturn in its business or the economy in general or otherwise conduct necessary or desirable corporate activities.

        A breach of any of these covenants or the combined company's inability to comply with the required financial ratios or financial condition tests could also result in a default under the New

I-59

Facility. A default, if not cured or waived, could result in all of the combined company's indebtedness becoming immediately due and payable. If that should occur, the combined company may not be able to pay all such debt or to borrow sufficient funds to refinance it. Please read "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources of the Combined Company" for further information regarding the combined company's future compliance with these covenants.

        The substantial debt of the combined company following the merger could have important consequences for the combined company and its shareholders. For example, it could:

•

increase the combined company's vulnerability to general adverse economic and industry conditions;

•

limit the combined company's ability to fund future working capital and capital expenditures, to engage in future acquisitions or development activities, or to otherwise realize the value of its assets and opportunities fully because of the need to dedicate a substantial portion of its cash flow from operations to payments on its debt or to comply with any restrictive terms of its debt;

•

limit the combined company's flexibility in planning for, or reacting to, changes in the industry in which it operates; and

•

place the combined company at a competitive disadvantage as compared to its competitors that have less debt.

Realization of any of these factors could adversely affect the combined company's financial condition.

The combined company may not have sufficient funds to fulfill the approximately $45 million capital expenditures currently planned for the twelve months following the merger due to its current contractual obligations.

        Following the merger, we expect to have current contractual obligations of approximately $129.0 million consisting of Resaca debt of $35.0 million, Cano debt of $65.9 million ($50.9 million of first lien debt and $15.0 million of subordinated debt) and Resaca preferred stock of $28.1 million (as of May 28, 2010). Immediately following the offering and closing of the New Facility, the combined company anticipates repaying all $35.0 million of Resaca's debt obligations and all $65.9 million of Cano's debt obligations with proceeds from the offering and borrowings under the New Facility. In addition, the combined company intends to use proceeds of the offering to pay between $8.1 million and $9.6 million of expenses related to the offering, the New Facility and financial advisor fees. After giving effect to the above transactions and based on Resaca and Cano debt balances as of May 28,

I-60

2010, the combined company anticipates having between approximately $32.5 million and $56.0 million of available borrowing capacity under the New Facility, estimated as follows:

Amounts in millions

Sources					Uses
	$50 million stock offering		$75 million stock offering			$50 million stock offering		$75 million stock offering
Proceeds from the Offering	$	50.0	$	75.0	Offering fees	$	3.0	$	4.5
Borrowings under New Facility(B)		57.5		34.0	New Facility fees and expenses		2.3		2.3
Cash on hand		1.5		1.5	Repay Cano 1st lien debt		50.9		50.9
					Repay Cano subordinated debt		15.0		15.0
					Repay existing Resaca debt facility		35.0		35.0
					Financial Advisor fees		2.3		2.3
					Severance costs(1)		—		—
					Miscellaneous		0.5		0.5
Total Sources	$	109.0	$	110.5	Total Uses	$	109.0	$	110.5
New Facility Borrowing Base(A)	$	90.0	$	90.0
Availability Under New Facility(A)-(B)	$	32.5	$	56.0

(1)

Cash severance costs of approximately $1.9 million will be paid six months following the closing of the merger.

        To the extent that net proceeds from the offering do not exceed $50 million, the combined company may not have sufficient borrowings under its New Facility to adequately fund its current expected capital expenditures.

The combined company may not have the funds that it needs to redeem the Resaca preferred stock outstanding at its maturity date.

        The Resaca preferred stock is subject to mandatory redemption at its maturity date. The holders of the Resaca preferred stock have the option to convert the Resaca preferred stock to Resaca common stock through the maturity date of October 6, 2012. If any Resaca preferred stock remains outstanding on October 6, 2012, then Resaca is required to redeem the Resaca preferred stock in cash equal to the stated value of the Resaca preferred stock, plus accrued dividends and paid-in-kind dividends. The combined company expects to finance the redemption of outstanding Resaca preferred stock, if any, on October 6, 2012, through a combination of cash on hand, available debt borrowings and/or equity issuances but there can be no assurances that that the combined company will be able to finance the redemption as anticipated. At such time, the combined company may not have sufficient cash on hand to finance the redemption. Also, at such time, debt borrowings may not be available and/or the combined company may not be able to complete an equity issuance to finance the redemption of Resaca preferred stock.

I-61

If the combined company cannot obtain sufficient capital when needed, the combined company will not be able to continue with its business strategy as currently contemplated.

        The combined company's business strategy includes developing and acquiring interests in mature oil fields with established primary and/or secondary reserves that may possess significant remaining upside exploitation potential by implementing various secondary and/or tertiary EOR techniques. The combined company's capital expenditures are estimated to total approximately $45 million during the twelve months following the merger. We plan to fund these capital expenditures with cash on hand, cash flow from operations and availability under the New Facility. After giving effect to the offering and the transactions described on page I-60, the combined company anticipates having between $33 and $56 million of available borrowing capacity under the New Facility. If the proceeds from the offering are less than $50 million, we project that over the next twelve months following the merger we will need to raise funds in addition to fully utilizing all available borrowings under the New Facility in order to fund the combined company's development activities and working capital needs. The combined company's ability to raise additional capital will principally depend on the status of the capital and loan markets and the combined company's results of operations at the time it seeks such capital. Accordingly, the combined company may not be able to obtain financing in sufficient amounts or on acceptable terms when needed, which could lead to a decline in our oil and natural gas reserves and could adversely affect its operating results and prospects. If we cannot raise the capital required to implement our business strategy, we may be required to curtail operations or develop a different strategy, which could adversely affect our financial condition and results of operations. Future financings to provide this capital may dilute the combined company's shareholders' proportionate ownership in the combined company. Further, any debt financing must be repaid and the preferred stock must be redeemed regardless of whether or not it generates profits or cash flows from its business activities.

The combined company may be unable to compete effectively with larger companies, which could have a material adverse effect on its business, results of operations, financial condition and prospects.

        The oil and natural gas industry is intensely competitive, and the combined company will compete with other companies that have greater resources than the combined company. The combined company's ability to acquire additional properties and to develop reserves in the future will be dependent upon its ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment. These companies may be able to pay more for productive oil and natural gas properties and exploratory prospects or define, evaluate, bid for and purchase a greater number of properties and prospects than the combined company's financial or human resources will permit. In addition, these companies may have a greater ability to continue exploration and development activities during periods of low oil and natural gas market prices and to absorb the burden of present and future federal, state, local and other laws and regulations. The combined company's inability to compete effectively with larger companies could have a material adverse effect on its business, results of operations, financial condition and prospects.

The combined company will incur significant charges and expenses as a result of the merger and the offering which will reduce the amount of capital available to fund its operations.

        The proceeds of the offering and future available borrowings under the New Facility will be reduced by an aggregate of approximately $4.6 million of costs related to the merger and an aggregate of approximately $3.5 to $5.0 million of costs related to the offering. These expenses will include investment banking, legal, accounting and reserve engineering fees, underwriters' fees and commissions, printing costs, transition costs, and other related charges. In addition, the combined company will be required to pay approximately $1.9 million of separation payments to Cano's Chief Executive Officer and Chief Financial Officer six months following the merger. The combined company may also incur

I-62

unanticipated costs in the merger and/or the offering. As a result, the combined company will have less capital available to fund its exploitation and development activities.

Following the merger, the combined company will be subject to potential early repayments as well as restrictions pursuant to the terms of its preferred stock, which may adversely impact its operations.

        Pursuant to the terms of our preferred stock to be issued to the holders of Cano preferred stock upon the closing of the merger, if a "triggering event" occurs, the holders of Cano preferred stock will have the right to require us to redeem their Cano preferred stock at a price of at least 125% of the $1,000 per share stated value of the Resaca preferred stock plus accrued dividends, which was approximately $35.2 million in the aggregate as of May 28, 2010. "Triggering Events" include the following:

•

if our common stock is suspended from trading or fails to be listed on the NYSE Amex, the New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market;

•

if we fail to convert and do not cure this failure within ten business days after the conversion date or give notice of our intention not to comply with a request for conversion;

•

if we fail to pay for at least five business days any amount when due pursuant to the terms of the preferred stock or any documents related to the sale and registration rights of the preferred stock and the common stock issuable upon conversion of the preferred stock;

•

taking certain actions, or third parties taking certain actions, with regard to bankruptcy;

•

a default on any indebtedness which default is not waived and the applicable grace period has expired; or

•

if we breach any representation, warranty, covenant or other term or condition of any document relating to the preferred stock and the common stock issuable upon conversion of the preferred stock, which, to the extent such breach is curable, is not cured within seven business days.

        There is no guarantee that the combined company would be able to repay the amounts due under the preferred stock upon the occurrence of a Triggering Event. The source of funds required as a result of any redemption of preferred stock upon a Triggering Event, include increased borrowing base, term debt, new preferred and common equity.

        In addition, the combined company will be prohibited from issuing any additional preferred stock that is senior or on par with the preferred stock with regard to dividends or liquidation without the approval of holders of a majority of the preferred stock.

Approximately 70% of the combined company's total estimated proved reserves at December 31, 2009, on a pro forma combined basis, were proved undeveloped reserves and may ultimately prove to be less than estimated.

        Recovery of proved undeveloped reserves requires significant capital expenditures and successful drilling operations. At December 31, 2009, approximately 40.5 MMBOE of the combined company's total estimated proved reserves were undeveloped. The reserve data included in the Resaca and Cano reserve engineer reports assume that substantial capital expenditures are required to develop non-producing reserves. The combined company's reserve report at December 31, 2009 assumes it will spend $290.1 million through December 31, 2014 to develop the combined company's estimated proved undeveloped reserves as of December 31, 2009, including an estimated $38.7 million in calendar year 2010, $4.0 million of which had been incurred at March 31, 2010. Subsequent to the calculations of our December 31, 2009 reserve report, we deferred approximately $15.0 million of planned calendar year 2010 development capital expenditures related to undeveloped reserves due to the timing of the

I-63

merger. Although cost and reserve estimates attributable to our natural gas and crude oil reserves have been prepared in accordance with industry standards, we cannot be sure that the estimated costs are accurate, that development will occur as scheduled or that the results of such development will be as estimated. For a more detailed discussion of the combined company's liquidity, please read "Management's Discussion and Analysis of Financial Condition and Results of Operations of Resaca—Liquidity and Capital Resources of the Combined Company" beginning on page III-50 of this proxy statement.

The combined company could incur liability in connection with Cano's ongoing securities litigation.

        On October 2, 2008, a lawsuit was filed in the United States District Court for the Southern District of New York, against David W. Wehlmann; Gerald W. Haddock; Randall Boyd; Donald W. Niemiec; Robert L. Gaudin; William O. Powell, III and the underwriters of the June 26, 2008 public offering of Cano common stock, which we refer to as the 2008 Cano Offering, alleging violations of the federal securities laws. Messrs. Wehlmann, Haddock, Boyd, Niemiec, Gaudin and Powell were Cano outside directors on June 26, 2008. At the defendants' request, the case was transferred to the United States District Court for the Northern District of Texas.

        On July 2, 2009, the plaintiffs filed an amended complaint that added as defendants Cano, Cano's Chief Executive Officer and Chairman of the Board, S. Jeffrey Johnson, Cano's former Senior Vice President and Chief Financial Officer, Morris B. "Sam" Smith, Cano's current Senior Vice President and Chief Financial Officer, Benjamin L. Daitch, Cano's Vice President and Principal Accounting Officer, Michael Ricketts and Cano's Senior Vice President of Engineering and Operations, Patrick McKinney, and dismissed Gerald W. Haddock, a former director of Cano, as a defendant. The amended complaint alleges that the prospectus for the 2008 Cano Offering contained statements regarding Cano's proved reserve amounts and standards that were materially false and overstated Cano's proved reserves. The plaintiffs sought to certify the lawsuit as a class action lawsuit; however, the case was dismissed prior to the issue of class certification being addressed.

        On July 27, 2009, the defendants moved to dismiss the lawsuit. On December 3, 2009, the U.S. District Court for the Northern District of Texas granted motions to dismiss all claims brought by the plaintiffs. On December 18, 2009, the plaintiffs filed a notice of appeal with the United States Court of Appeals for the Fifth Circuit. On April 5, 2010, Cano filed its appellate brief in support of its position. On April 19, 2010, the plaintiffs filed their response brief. Cano is cooperating with its directors and officers liability insurance carrier regarding the defense of the lawsuit. We believe that the potential amount of losses resulting from this lawsuit in the future, if any, will not exceed the policy limits of Cano's directors' and officers' insurance. We currently believe that the potential amount of losses resulting from this lawsuit in the future, if any, will not exceed the policy limits of Cano's directors' and officers' insurance. If Cano is not successful in this litigation, Cano's liability could have a material adverse impact on the combined company's results of operations.

The combined company could incur liability in connection with Cano's litigation relating to a fire that occurred on March 12, 2006 in Carson County, Texas.

        Cano and certain of its subsidiaries were defendants in several lawsuits relating to a fire that occurred on March 12, 2006 in Carson County, Texas and remain defendants in one of the lawsuits. With regard to the one remaining lawsuit, on June 21, 2007, the judge of the 100th Judicial District Court issued a Final Judgment (a) granting motions for summary judgment in favor of Cano and certain of its subsidiaries on plaintiffs' claims for (i) breach of contract/termination of an oil and gas lease and (ii) negligence; and (b) granting the plaintiffs' no-evidence motion for summary judgment on contributory negligence, assumption of risk, repudiation and estoppel affirmative defenses asserted by Cano and certain of its subsidiaries.

I-64

        This final judgment was appealed and a decision was reached on March 11, 2009, as the Court of Appeals for the Tenth District of Texas in Amarillo affirmed in part and reversed in part the ruling of the 100th Judicial District Court. The Court of Appeals (a) affirmed the trial court's granting of summary judgment in Cano's favor for breach of contract/termination of an oil and gas lease and (b) reversed the trial court's granting of summary judgment in Cano's favor on plaintiffs' claims of Cano's negligence. The Court of Appeals ordered the case remanded to the 100th Judicial District Court. On March 30, 2009, the plaintiffs filed a motion for rehearing with the Court of Appeals and requested a rehearing on the affirmance of the trial court's holding on the plaintiffs' breach of contract/termination of an oil and gas lease claim. On June 30, 2009, the Court of Appeals ruled to deny the plaintiff's motion for rehearing. On August 17, 2009, Cano filed an appeal with the Texas Supreme Court to request the reversal of the Court of Appeals ruling regarding potential negligence. On December 11, 2009, the Texas Supreme Court declined to hear Cano's appeal. Therefore, this case will be remanded to the district court for trial on the negligence claims. The case has been set for trial on November 2, 2010.