Black Raven Energy, Inc.

Unaudited Pro Forma Condensed Consolidated Balance Sheet and Notes

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Black Raven Energy, Inc.

Pro Forma Condensed Consolidated Balance Sheet and Notes

(Unaudited)

Black Raven Energy, Inc. (“Black Raven,” or the “Company”), together with its wholly-owned subsidiary, PRB Gathering, Inc. (“PRB Gathering”) operates as an independent energy company engaged in the acquisition, exploitation, development and production of natural gas and oil in the Rocky Mountain region of the United States.

On July 27, 2011, Black Raven Energy completed the purchase of the oil and gas properties (the “Properties”) in the Adena Field in Morgan County, Colorado from Adena Badger Creek, LLC (“Adena Property Acquisition”).  The Adena Property Acquisition consists of an 80% working interest in 18,760 gross acres, with a purchase price of $15.75 million, subject to adjustments for production after the effective date and other matters. The effective date of the Adena Property Acquisition is May 1, 2011.  The Company will operate the Properties. The Company has entered into an agreement with a strategic partner which will provide geological, engineering, and management services associated with this project and will earn 24% of the Company’s 80% working interest after payout of all costs, including financing costs.

On July 27, 2011, in order to finance the acquisition of the Properties, the Company entered into a note purchase agreement (the “Note Purchase Agreement”) with Carlyle Energy Mezzanine Opportunities Fund, L.P., Carlyle Energy Mezzanine Opportunities Fund-A, L.P., CEMOF Coinvestment, L.P., and Carlyle CIM Agent, L.L.C., as administrative agent and collateral agent (“Carlyle”).  Pursuant to the Note Purchase Agreement, the Company closed on the issuance and sale of Tranche A promissory notes (the “Tranche A Notes”) in the aggregate principal amount of $18.0 million. The Tranche A Notes mature and are due and payable on July 27, 2016. They bear interest at a stated rate of 13% per annum, of which 10% must be paid in cash, and, at the election of the Company, 3% may be paid in cash or paid in kind. A portion of the proceeds received from the sale of the Tranche A Notes was used for the acquisition of the Properties with the balance to be used according to a mutually approved plan of development for the Properties.

Subject to certain conditions, the Company can voluntarily prepay the Tranche A Notes.  If the Company prepays the Tranche A Notes before July 27, 2014, subject to certain exceptions, the Company must pay a “make-whole” amount.

Concurrently with the issuance of the Tranche A Notes, the Company issued to the holders of the Tranche A Notes Tranche B promissory notes (“Tranche B Notes, and with the Tranche A Notes the “Notes”) in the aggregate principal amount of $2.5 million with a stated interest rate of 13% per annum, all of which is paid in kind. The Company may prepay the Tranche B Notes only in whole, and upon prepayment, the Company must pay a “make-whole” amount.

As additional consideration for the issuance of the Notes, the Company conveyed to the holders of the Notes overriding royalty interests equal to 3% of 8/8ths in the Properties and agreed to convey overriding royalty interests in certain additional oil and gas properties acquired by the Company during the term of the Note Purchase Agreement.

The Notes are collateralized by substantially all of the assets of the Company and its subsidiaries. The Notes are subject to customary events of default.  Upon the occurrence of an event of default, as described in the Note Purchase Agreement, the payment of the principal amounts under the Notes may be accelerated and the interest rate applicable to the principal amounts will be increased to a stated interest rate of 16% per annum during the period the default exists. West Coast Opportunity Fund, LLC (“WCOF”), a majority stockholder in the Company and the holder of an outstanding senior secured debenture issued by the Company, agreed to subordinate the payment obligations under the debenture and related security interests to the payment obligations arising under the Notes and the security interests securing payment of the Notes, pursuant to the terms and conditions of an intercreditor and subordination agreement.  As further security for the payment of the Notes, WCOF pledged to Carlyle all of the shares of stock in the Company held by it.

Black Raven Energy, Inc.

Pro Forma Condensed Consolidated Balance Sheet

As of March 31, 2011

(Unaudited)

(In thousands, except share and per share amounts)

The accompanying notes are an integral part of this pro forma

condensed consolidated combined balance sheet.

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Black Raven Energy, Inc.

Pro Forma Condensed Consolidated Balance Sheet (continued)

As of March 31, 2011

(Unaudited)

(In thousands, except share and per share amounts)

The accompanying notes are an integral part of this pro forma

condensed consolidated combined balance sheet.

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BLACK RAVEN ENERGY, INC.

Notes to Pro Forma Condensed Consolidated Balance Sheet

(Unaudited)

The unaudited pro forma condensed consolidated balance sheet as of March 31, 2011 is based on the historical unaudited condensed consolidated balance sheet of Black Raven as of March 31, 2011.  The pro forma condensed consolidated balance sheet gives effect to the Adena Property Acquisition, the issuance of notes in the face amount of $20.5 million to finance the acquisition and fund future development of the Adena Properties, and the related transaction fees and costs , as if the transaction  had occurred on March 31, 2011.  The Pro forma balance sheets have been prepared based on the adjustments that are factually supportable and directly related to the Adena Property Acquisition.

a)              Pro forma adjustment to reflect cash proceeds of $18.0 million from the issuance of the Notes.  No proceeds were received upon the issuance of the Tranche B Notes.  Therefore, the Tranche B Notes are presented net of a $2.5 million discount which will be amortized as an adjustment to interest expense over the life of the debt.  The Tranche B Notes are payable in full when all amounts outstanding under the Tranche A Notes are paid in full.

b)             Pro forma adjustment to reflect cash paid for debt transaction costs and fees of $1,372,000, cash used to establish a reserve account pursuant to the Note Purchase Agreement in the amount of $450,000, and cash paid for other Adena Property Acquisition costs in the amount of $277,000. An additional $375,000 of debt transaction costs has been accrued.

c)              Reflects payment of $15.54 million to sellers for the Adena Property Acquisition.  The Adena Property Acquisition will be accounted for as a purchase with the following preliminary allocation of the purchase price:

d)             Pro forma adjustment to reflect the assignment of overriding royalty interest conveyed to Carlyle, which has been assigned a preliminary value of $2.16 million, based on initial estimates.

e)              Pro forma adjustment to reflect $500,000 cash paid to establish an operator deposit with the State of Colorado.

f)     Total deferred debt issuance costs, which will be amortized over the life of the Notes, are as follows: