Grizzly Energy (GRZZP) 8-K/A Completion of Acquisition or Disposition of Assets

Exhibit 99.2

Vanguard Natural Resources, LLC

Unaudited Pro Forma Consolidated Balance Sheet

The Company acquired certain producing and non-producing oil and gas properties and related liabilities from Apache on January 31, 2008. The following pro forma consolidated balance sheet has been prepared to reflect the acquisition as if it occurred on December 31, 2007. Pro forma statements of operations have not been provided as the use of forward-looking information would be necessary to meaningfully present the effects of the acquisition. This unaudited pro forma balance sheet has been prepared for comparative purposes only and may not reflect what would have occurred if the Company had completed the acquisition at an earlier date.This pro forma balance sheet should be read in conjunction with the audited December 31, 2007 consolidated financial statements of Vanguard Natural Resources, LLC.

Vanguard Natural Resources, LLC and Subsidiaries

Unaudited Pro Forma Consolidated Balance Sheet

As of December 31,

	Vanguard Historical 2007			Pro Forma Adjustments				Vanguard Pro Forma As Adjusted 2007
Assets
Current assets
Cash and cash equivalents	$	3,109,563		$	—			$	3,109,563
Trade accounts receivable, net		4,372,731							4,372,731
Derivative assets		4,017,085							4,017,085
Other currents assets		453,198							453,198
Total current assets		11,952,577			—				11,952,577
Property and equipment
Furniture and fixtures		72,893							72,893
Machinery and equipment		138,719							138,719
Less: accumulated depreciation		(45,157	)						(45,157	)
Total property and equipment		166,455			—				166,455
Natural gas and oil properties, net - full cost method		106,983,349			73,393,177		(a)		182,225,433
					601,120		(a)
					1,247,787		(a)
Other assets
Derivative assets		1,329,511							1,329,511
Deferred financing costs		941,833			—				941,833
Non-current deposits		8,285,883			(7,830,000	)	(b)		455,883
Other assets		1,519,577			—				1,519,577
Total assets	$	131,179,185		$	67,412,084			$	198,591,269
Liabilities and members’ equity
Current liabilities
Accounts payable - trade	$	1,056,627		$	—			$	1,056,627
Accounts payable - natural gas and oil		257,073							257,073
Payables to affiliates		3,838,328							3,838,328
Derivative liabilities		—			467,961		(a)		467,961
Accrued expenses		203,159							203,159
Total current liabilities		5,355,187			467,961				5,823,148
Long-term debt		37,400,000			65,563,177		(b)		102,963,177
Derivative liabilities		5,903,384			133,159		(a)		6,036,543
Asset retirement obligations		189,711			1,247,787		(a)		1,437,498
Total liabilities		48,848,282			67,412,084				116,260,366
Commitments and contingencies
Members’ equity
Members’ capital, 10,795,000 common units issued and outstanding at December 31, 2007		90,257,856							90,257,856
Class B units, 420,000 issued and outstanding at December 31, 2007		2,131,995							2,131,995
Other comprehensive loss		(10,058,948	)						(10,058,948	)
Total members’ equity		82,330,903			—				82,330,903
Total liabilities and members’ equity	$	131,179,185		$	67,412,084			$	198,591,269

See notes to unaudited pro forma consolidated balance sheet

Vanguard Natural Resources, LLC and Subsidiaries

Notes to Unaudited Pro Forma Consolidated Balance Sheet

(a) To record the acquisition of certain producing and non-producing oil and gas properties and related liabilities from Apache. Total cash consideration of $73.4 million (afer consideration of preliminary purchase price adjustments of $4.9 million) plus assumption of oil swap derivative contracts for oil production from February 2008 through December 2011 ($0.6 million) and asset retirement obligation ($1.2 million).

(b) To record the financing of the acquisition with borrowings from the Company’s reserve-based credit facility. The Company paid a cash deposit of $7.8 million upon signing the Purchase and Sale Agreement on December 21, 2007 and thus this portion of the financing was included in the Company’s debt balance at December 31, 2007.