CORPORATE PRESENTATION JUNE 2018 OTCBB: PTRC

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1 1 CORPORATE PRESENTATION JUNE 2018 OTCBB: PTRC Conventional E&P Explorers Utilizing Modern Technology

2 2 Petro River Oil focuses on high rate-of-return assets by utilizing modern 3D seismic imaging to discover overlooked oil reserves. Stock Symbol Price (5/1/2018) OTCBB: PTRC $1.18 Stock Symbol Stock Price (6/25/2018) Shares $20.3Outstanding $20.25 MM MM Shares Market Outstanding Capitalization $4.5 MM Debt Forward Looking Statements Certain statements in this presentation contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 including, without limitation, expectations, beliefs, plans and objectives regarding production and exploration activities. Any matters that are not historical facts are forward-looking and, accordingly, involve estimates, assumptions, risks and uncertainties, including, without limitation, risks, uncertainties and other factors discussed in our most recently filed Annual Report on Form 10-K, recent Quarterly Reports on Form 10-Q, and recently filed Current Reports on Form 8-K available on our website, These forward-looking statements are based on Petro River Oil Corporation s (PTRC) current expectations, estimates and projections about the company, its industry, its management s beliefs and certain assumptions made by management. No assurance can be given that such expectations, estimates or projections will prove to be correct. A number of factors could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this presentation, including, PTRC s ability to meet its production targets, successfully manage its capital expenditures and to complete, test and produce the wells and prospects identified in this presentation. Whenever possible, these forward-looking statements are identified by words such as expects, believes, anticipates, projects, and similar phrases. Because such statements involve risks and uncertainties, PTRC s actual results and performance may differ materially from the results expressed or implied by such forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Unless legally required, we assume no duty to update these statements as of any future date. However, you should review carefully reports and documents that PTRC files periodically with the Securities and Exchange Commission. Cautionary Note to Investors: The United States Securities and Exchange Commission ("SEC") permits oil and gas companies, in their filings with the SEC, to disclose only proved, probable, and possible reserves that meet the SEC's definitions for such terms. PTRC may use certain terms in this presentation, such as resource, resource potential, potential resource, resource base, identified resources, potential net recoverable, potential reserves, unbooked resources, and other similar terms that the SEC guidelines strictly prohibit PTRC from including in filings with the SEC. Such terms do not take into account the certainty of resource recovery, which is contingent on exploration success, technical improvements in drilling access, commerciality and other factors, and are therefore not indicative of expected future resource recovery and should not be relied upon. Investors are urged to consider carefully the disclosure in PTRC s Annual Report on Form 10-K for the fiscal year ended April 30, 2017, recent Quarterly Reports on Form 10-Q, and recently filed Current Reports on Form 8-K available on our website, You can also obtain these filings from the SEC by calling SEC-0330 or from the SEC's website at

3 3 100% conventional. Profitable at $30 Oil. No horizontal or shale drilling. Reduce Exploration Risk with 3D Seismic Low F&D and OPEX costs < $10 BOE Significant development & exploration structures

4 4 We pursue scalable, repeatable and lucrative drilling programs in shallow, proven oil and gas basins. 01 Acquire Explore Develop

5 5 Focus Proven shallow basins that have produced more than 200MM barrels of oil. Stacked and multi-zone prospects identified with modern 3D seismic technology. Contiguous acreage blocks over proven Mississippian and Pennsylvanian reservoirs. Robust & Scaled Growth Profile Robust growth and success utilizing 3D seismic to discover, extend AND develop new fields. Initial 10 well program drilled with a success rate of 78%. 9 well North Blackland extension to be funded out-of-cashflow with projected reserves of 68,000 barrels of oil and 58,000 mcf gas to 8/8ths WI per well Drilling program expects to repeat and scale current success to as many as 100+ new wells on several existing and new structures. Attractive Well Economics Drilling and Completion costs of $250,000 per well. Payout within six months. IRRs ranging from 60% to 132%. Lease Operating Costs < $5 per barrel during first 1-4 years. Financial Strength & Flexibility More than $50MM in capital has been invested in Petro River Oil. Initial 10-well drilling program has resulted in positive cashflow capable of funding Petro s North Blackland expansion with as many as 9 new wells in Proven Management Team Management team has drilled more than 800+ successful wells in the vicinity of the Company s 87,754 acre Pearsonia West Lease Concession in Osage County, Oklahoma. Management s historic success rate in the area is 90%. Management team is balanced with experienced geologists, geophysicist and operating personnel.

6 6 CURRENT RESERVES(1) Project W. Blackland Location Acreage Osage County, OK Working Interest 75% 2,362 Net Oil (Mbbls) Wells BOE/D Reserves 1,172.6 Mboe Net Gas (MMcf) Combined (Mboe) Proved, Developed, Producing Reserves Proved, Developed, Behind-Pipe Reserves Proved, Undeveloped Reserves Total Proved Reserves Probable Reserves Net Present Value (PV10) of Proved Reserves(2) $13,777,500 Net Present Value (PV10) of Probable Reserves(2) $6,529,000 (1) All reserves stated above are those owned by 100% of the working interest owners, burdened by royalties of 22%. Petro River owns 75% of said working interest subject to an additional two percent royalty interest not reflected above. As a result, Petro River s net reserves are slightly less than 75% of the values set forth above. (2) Net present value of proved plus probable reserves used in the calculation of net asset value is based on a 10% discount rate. This table is based upon management assumptions and reflect the most current terms and understanding of each project. There are no assurances that any forward looking projections are accurate or will necessarily occur. Petro River s oil and gas reserves have been evaluated by Cawley, Gillespie & Associates ("CGA"), an independent petroleum engineering firm. To quantify Petro River s reserves as of May 1, 2018, CGA evaluated 100% of Petro River s crude oil and natural gas reserves in accordance with the definitions, standards and procedures contained in the National Instrument , Standards of Disclosure for Oil and Gas Activities ("NI ).

7 7 DEVELOPMENT PROJECTS Project Location Acreage Working Interest Wells EURs/Well N/A N. Blackland Osage County, OK % 9 78,154 Wells EURs/Well EXPLORATION PROJECTS Project Location Acreage Working Interest N/A Arsaga Osage County, OK [2000] % ,761 Section 13 Osage County, OK [3000] % 55% 30 [ ] 50,761 This chart is based upon management assumptions and reflect the most current terms and understanding of each project. There are no assurances that any forward looking projections are accurate or will necessarily occur.

8 8 Petro River has a 14.52% equity interest in a strategic partnership with Horizon Energy Partners, LLC. NEAR TERM DEVELOPMENT PROJECTS Project Location Acreage (Gross) Horizon Energy Interest Grapevine Kern County, CA 10,000 40% Kern County, CA Kern County, CA 7, % EXPLORATION PROJECTS Project North Sea, UK North Sea, Denmark Location Acreage (Gross) Horizon Energy Interest UK 619,000 30% Denmark 457,000 40% This chart is based upon management assumptions and reflect the most current terms and understanding of each project. There are no assurances that any forward looking projections are accurate or will necessarily occur.

9 9 OKLAHOMA DISCOVERY Our goal is to develop a scalable, repeatable and profitable drilling program in Osage County, Oklahoma. Stephen Brunner, Petro River Oil, President

10 OUR CONCESSION 10

11 11 Our land is rich with history, and oil. Development and production Over 200 million BO have been produced from historical costs of $250,000 per well. vertical production adjacent to our concession area. July 2016: 35 square miles of 3D seismic reprocessed; defined 4,480 acres of structural closures; multiple target formations, both Pennsylvanian and Mississippian. Two field discoveries in 2017 & 2018: W. Blackland and N. Blackland. With 3D seismic, we have identified two structures under 2,600 acres. Both will be tested with exploration wells during Several other structures within our 87,740 acre concession will be tested in 2019.

12 12 Location Osage County, Oklahoma. Size 87,740 gross contiguous acres. Working Interest 75% Controlled by Petro River. Mineral Rights Single mineral rights owner; 76% Net Revenue Interest to 8/8ths Drilling Plan N. Blackland structure potential reserves to 8/8ths Working Interest of 477,891 BOE; Drill up to 9 development wells Exploration Plan Test new prospect Arsaga - 2,000 acres and Section ASSET RISK PROFILE Low High acres. Up to 130 wells and EURs of 50,000 BOE per well.

13 Acres Additional Development Location West Blackland 2-3 EUR: 49,210 BOE per well West Blackland 3-3 West Blackland Producing Wells West Blackland 4-3 West Blackland 5-3 West Blackland 8-3 West Blackland 6-3 West Blackland 9-3 West Blackland 7-3 VSS Structure Map Top Mississippi

14 Acres 2-35 EUR: 78,154 BOE per well North Blackland Development Area Additional Development Locations VSS Structure Map Top Mississippi Up to 9 wells (based on 20 acre spacing)

15 15 Proposed 2018 Development Location Abandoned Arsaga water disposal well Great Shows Similar to Dog Creek Fields Oil and Gas Shows in the Chat Abandoned Arsaga 25-2 well Proposed Arsaga 25-1 well Proposed 2018 Development Location 2,000 Acres Blackland Mississippi Field EUR: 50,761 BOE per well VSS Structure Map Top Mississippi Up to 100 wells (based on 20 acre spacing)

16 16 Outline of Existing Old Pearsonia Mississippi Field, which was never developed to the west under Petro River s current leasehold. Proposed 2018 Development Location Proposed Pearsonia Section 13 Extension/Development area 650 Acres EUR: 50,761 BOE per well VSS Structure Map Top Mississippi Up to 30 wells (based on 20 acre spacing)

17 EXPERIENCE IN OSAGE Successfully Drilled 800+ Wells within 10 Miles of Pearsonia. Stephen Brunner President of Petro River Oil Jonathan Rudney CEO of Horizon Energy Partners Scott DuCharme Performance Energy Mike Mackey Osage Wireline Loch Ethridge Grapevine Energy LLC & Consultant Former CEO of Constellation Energy Partners Drilled 300+ wells in Osage County 80% success rate in area without seismic 8+ years working with Osage Mineral Council Former companies owned four concessions within Osage County Extensive relationships in the area Drilled 500+ wells in Osage County, OK 30+ years working with Osage Minerals Council 85% success rate in area without seismic Provided wireline services to OK/KS since ,000+ well logs in its library Nearly four decades of field experience 34 years experience as a geophysicist 65% completion success rate Worked with Cimarex, Phillips Petroleum, Getty, Century, and EOG 17

18 18 TO PETRO RIVER S 75% INTEREST Assumptions Oil Price ($/bbl) Gas Price ($/mcf) Monthly Lease Operating Expense per well $1,150 N. Blackland Field Cashflow Cap Ex 1.5 YR 3.5 YR 5.5 YR Life of Well IRR N/A 75% WI-Bandolier (187,500) IP Rate 44 BO & 30 MCF EUR Per Well 78,154 BOE $533,430 $774,065 $927,647 $1,774, % Arsaga Field and Section 13 Cashflow Cap Ex 1 YR 3 YR 5 YR Life of Well IRR N/A 75% WI-Bandolier (187,500) IP Rate 18 BO & 32 MCF EUR Per Well 50,761 BOE $190,351 $344,116 $436,154 $809,014 67%

19 19 9 new N. Blackland Wells 3 new Arsaga Wells 1 New Section 13 Well Continued Production of 10 W. Blackland Wells Develop N. Blackland extension with as many as 9 additional wells Drill 130 new wells in Arsaga and Section 13 Shoot 20 Square Miles of new seismic in 2019

20 20 Development Plan Assumptions Total Number of Wells in Full Program Drilling & Completion Costs/Well IP Rate EUR per Well Oil Price ($/bbl) Gas Price ($/mcf) Monthly Lease Operating Expense per Well 9 $187, BO & 30 MCF 78,154 BOE $1,150 Total Cap Ex 1.69M (to be developed from cash flow in 2018) Exploration Plan Assumptions Total Number of Wells in Full Program Drilling & Completion Costs/Well IP Rate EUR per Well Oil Price ($/bbl) Gas Price ($/mcf) Monthly Lease Operating Expense per Well 130 $187, BO & 32 MCF 50,761 BOE $1,150 Total Cap Ex 24.38M This chart is based upon our 75% working interest and management assumptions, and reflect the most current terms and understanding of each project. Projected cash flow from Exploration Plan based on W. Blackland single well economics set forth on next slide. There are no assurances that any forward looking projections are accurate or will necessarily occur.

21 21 Key Takeaways Diverse Conventional Portfolio with F&D <$10 per BO; OPEX <$10 per BO Osage County, Oklahoma Pearsonia West Project (87,740 total acres) 10 producing wells drilled in the W. Blackland field (EUR per well is 49,210 BOE) Reserves of 1,172.6 Mboe (to 8/8ths WI) Significant scalable and repeatable opportunities over 84,740 acres Successful oil field discovery in the N. Blackland field (EUR: 78,154 BOE per well) Significant exploration opportunities over 2,000 acres of new structural closures with potential prospective reserves of 50,761 MM BOE

22 22 55 Fifth Avenue, Suite 1702 New York, NY (469) OTCBB: PTRC petroriveroil.com

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