Forward-looking Statement PetroShare Corp. (“PetroShare”) cautions that this presentation (along with oral commentary that accompanies it) may contain certain forward looking-statements that involve substantial risk and uncertainties and should be read in conjunction with the private placement memorandum. All statements, other than statements of historical facts, contained in this presentation, including statements regarding estimates, forecasts, projections, expectations or beliefs as to future events and results are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “believe,” “will,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “would,” “should,” “plan,” “expect,” “predict,” “could,” “potentially,” or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements and information are necessarily based on a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, technical, economic and competitive uncertainties, risks and contingencies, and there can be no assurance that such statements and information will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements and information. Risks and uncertainties that could cause results or future events to differ materially from current expectations expressed or implied by the forward-looking statements and information include, but are not limited to, risks related to receipt of working capital, identification and acquisition of economically desirable properties, fluctuations in the market price of crude oil and natural gas, industry risks, risks related to permitting and the projected timeframes to receive the necessary permits, risks associated with crude oil operations, the construction of crude oil production operations and commencement of production and the projected costs thereof, risks related to litigation, property title, the state of the capital markets, environmental risks and hazards, uncertainty as to calculation of crude oil and natural gas resources and reserves and other risks. See PetroShare’s Form 10-K for the year ended December 31, 2015 and other filings with the Securities and Exchange Commission, under the caption “Risk Factors” for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information regarding PetroShare. The forward-looking statements contained in this presentation speak only as of the date of this presentation and are based on information available to us as of such date and/or management’s good faith belief as of such date with respect to future events. Readers should not place undue reliance on forward-looking statements or information included herein. PetroShare undertakes no obligation to reissue or update forward-looking statements or information as a result of new information or events after the date hereof except as may be required by law. All forward-looking statements and information made in this presentation are qualified by this cautionary statement. 2
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