1. OVERVIEW OF MEZZANINE FUNDED ACQUISITION IPAA – Capital Conference – Denver Colorado July 21, 2008

2. 2 Forward Looking Statements The statements contained in this presentation that are not historical are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements, without limitation, regarding the Company’s expectations, beliefs, intentions or strategies regarding the future. Such forward-looking statements relate to, among other things: (1) the Company’s proposed exploration and drilling operations on its various properties, (2) the expected production and revenue from its various properties, and(3) estimates regarding the reserve potential of its various properties. These statements are qualified by important factors that could cause the Company’s actual results to differ materially from those reflected by the forward-looking statements. Such factors include but are not limited to: (1) the Company’s ability to finance the continued exploration and drilling operations on its various properties, (2) positive confirmation of the reserves, production and operating expenses associated with its various properties; and (3) the general risks associated with oil and gas exploration and development, including those risks and factors described from time to time in the Company’s reports and registration statements filed with the Securities and Exchange Commission, including but not limited to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 filed on March 31, 2008. The Company cautions readers not to place undue reliance on any forward-looking statements. The Company does not undertake, and specifically disclaims any obligation, to update or revise such statements to reflect new circumstances or unanticipated events as they occur.

3. Wayne P. Hall – Chief Executive Officer & Chairman of the Board 27 years exploration industry experience / Co-founder and President, Hall-Houston Oil Company (1983) Don Kirkendall – President 27 years in E&P, gas marketing, gas pipeline industry / Co-founded successful E&P Company Jim Denny, PE – Chief Operating Officer PE and Certified Geologist / 35 years energy industry experience / President, CEO of Gulf Energy Management Harry Lee Stout – Chief Financial Officer & General Counsel 29 years exploration and energy industry experience / Former President of KCS Energy Services, Inc. Allen McGee – Chief Accounting Officer 35 years energy industry accounting experience / Former Controller for Williams Exploration Company PRC Management 3 Energy experience with a “common sense” approach

4. American Stock Exchange: PRC Common Shares : 36.6 Million Preferred Shares: 2.47 Million Share Price (as of 7/9/08): $2.91 Market Cap (as of 7/9/08): $105 Million Average Daily Volume (3 months): 175,000 Net Daily Production (12/31/07): ~ 400 (boe/day) Net Daily Production (3/31/08): ~ 550 (boe/day) Total Debt (3/31/08): $15.7 Million Cash Position: (3/31/08): $14.7 Million Indices: Russell Micro Cap Index (6/30/08) 4 PRC Overview

5. Company Strategy 5 Diversified Portfolio  Geographically and geologically balanced; weighted toward oil  Balancing low risk projects with “higher impact” exploration  Large project areas characterized by repeatable success Growth Drivers  Multiple project areas under simultaneous development  Doubling of reserves and production  Excellent “upside” potential from:  Multiple secondary oil recovery projects in Williston Basin  Cinco Terry Prospect - Permian Basin  East Chalkley Field – SW Louisiana

6. Reserve Summary  91% crude oil  Proved Reserves ~ 2.7 Mmboe  Proved + Probable ~ 10.5 Mmboe  PV-10 Proved Reserves ~ $54 Million  PV-10 Probable Reserves ~ $187 Million  Total PV-10 of 2P Reserves~ $241 Million  R/P ~ 13 years Reserve by Category Probable 85% 9.0 Mmboe PDP 12% PUD 3% 6 Reserve Base Year End 2007

7. 2008 CAPEX – Approx $22.5 million 7 In $000’s

8. 8 Producing  Williston Basin: North Dakota  Permian Basin: Texas  Offshore: Gulf of Mexico  East Chalkley: Louisiana (Drilled and being completed) Prospects  Newporte: North Dakota (Drilling)  Chama Basin: New Mexico  Illinois Basin: Kentucky Properties

9. 9 Mezzanine Transaction - Williston Basin Acquisition

10. Williston Basin - Opportunity 10 Purchase Properties and EOR Projects with 10 Mmboe Potential  Proved Reserves: 1.6 mmboe boe – PV10 $20 million  Probable (Secondary) Reserves: 7.3 mmboe – PV10 $151 million  Estimated CAPEX required to develop: $45 million  Expectation that Secondary Recovery = Primary Production

11. Williston Basin – Opportunity 11 Transaction Details  Privately negotiated transaction  Very well respected operator with history in Williston Basin  150 stripper wells in 15 fields drilled in 1960’s and 1970’s  25 mmboe produced via primary = 10-13% OOIP  Expectation that Secondary Recovery = Primary Production

12. PRC Before Transaction 12  Years in business: One  2006 Sales:$150,000  2006 Production: 20,000 mcf  YE Proved Reserves: $580,000 PV10  YE Cash Position: $15 million

13. Williston Basin – Obstacles 13  Large transaction for PRC  Long term CAPEX commitment of $45 million  Seller: No reserve study Rudimentary, non GAAP accounting records Desired “no nonsense”, expeditious transaction  PRC: Needed full understanding of EOR Projects Confirmation of reserve and production potential No real financial capability

14. Williston Basin – Firms Hired 14  Cawley Gillespie - Reserves and Engineering study  Petrie Parkman (Merrill Lynch) – Financial advisor  Malone and Bailey – Field audit, accounting issues

15. Williston Basin - Solutions 15  Mezzanine only real option to close transaction  PSA to mirror financing options / obligations  Petrobridge Investment Management LLC – Lender o Experienced and grasped upside potential o Worked quickly to expedite close o Flexibility after closing transaction

16. Williston Basin – Deal Structure 16 PRC to Seller  $10 million cash  $10 million PRC common stock  $45 million commitment to fund CAPEX over 5 years Seller to PRC  300 bbl per day “floor” guaranteed to PRC  Deferred purchase price in form of CAPEX commitment  Exploratory AMI covers entire state of North Dakota

17. Williston Basin – Mezzanine Structure 17  Four year term  Assigned an ORRI interest to lender  Secured lien position in properties financed  Normal loan covenants both financial and production  Weekly reporting of activities and bi-weekly conference calls  Funding tranches approved on “project by project” basis

18. Secondary Recovery Implementation Plan 18 Secondary RecoveryRe-pressurize Tertiary Recovery Unitize Drill New Wells Year Field 7.3 Mmbbls Probable 2.2 Mmbbls Proved

19. Williston Basin – Success to Date 19  First field fully into secondary recovery; 600% increase  Second field drilled with first horizontal well turning to sales  Third field scheduled for horizontal drilling Q3 / Q4  Additional exploratory drilling currently underway  PV10 (2P) Reserves of $226 million at YE 2007

20. PRC North Grano Unit vs. Analog Secondary Recovery Fields 20 Months Percentage Change in Production Since Beginning Injection 17 Bbls/day

21. Time Reserve Class 10,400,000 BBLS PROBABLE PUD PDP PUD PROBABLE PDP PUD PROBABLE PDP Before Injection End of Primary Production After Reservoir Shows Pressure Response Before New Wells Horizontals Drilled Increased Production Fully Developed 21 Reserve Class Transition PUD PDP Probable

22. Petro Resources Corporation Address: 777 Post Oak Blvd Suite 910 Houston, TX 77056 Office: 832-369-6986 Fax: 832-369-6992 Website: www.petroresourcescorp.com www.petroresourcescorp.com Wayne P. Hall – CEO whall@petroresourcescorp.com whall@petroresourcescorp.com Donald L. Kirkendall – President dkirk@petroresourcescorp.com dkirk@petroresourcescorp.com Harry Lee Stout – CFO, General Counsel hstout@petroresourcescorp.comhstout@petroresourcescorp.com Jim Denny – COO, PE jdenny@petroresourcescorp.com Brad Holmes – Investor Relations bholmes@petroresoucescorp.com 22 Contact Information