Exhibit 99.2

PETROSHARE CORP.

Unaudited Pro Forma Condensed
Combined Financial Statements

TABLE OF CONTENTS

Introduction

The following unaudited pro forma condensed combined financial statements reflect the historical financial statements of PetroShare Corp. (the “Company” or “PetroShare”) adjusted on a pro forma basis to give effect to the June 30, 2016 acquisition of certain oil and gas assets from PDC Energy, Inc. (“PDC”), including leases covering approximately 3,652 gross (1,410 net) acres of lands located in Adams County, Colorado and PDC’s interest in 35 currently producing wells (collectively, the “PDC assets”). Simultaneous with the closing, the Company’s principal lender, Providence Energy Operators, LLC (“Providence”), exercised its option under a participation agreement and acquired 50% of the interest the Company acquired in the PDC assets. The acquisition was effective April 1, 2016.

The gross purchase price for the PDC assets was $4,611,833 after a holdback allowance of $542,797 associated with certain title defects. Following Providence’s exercise of its option under the participation agreement, the net purchase price to the Company was $2,305,917. The gross purchase price may be adjusted upwards to $5,154,630 if PDC completes certain title curative actions within 90 days following closing. The purchase price is also subject to certain post-closing adjustments based on a final proration of costs and revenues from operation of the assets following the effective date. The post-closing adjustment is scheduled 90 days after the acquisition date.

The (i) unaudited pro forma condensed combined balance sheet of the Company at June 30, 2016; (ii) unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2016; and (iii) unaudited pro forma condensed combined statement of operations for the year ended December 31, 2015, have each been prepared giving effect to the acquisition of the PDC assets as if the acquisition had occurred on January 1, 2015. The unaudited combined pro forma financial statements should be read in conjunction with the Company’s historical financial statements and related notes for the periods presented.

The pro forma adjustments to the unaudited historical condensed combined financial statements are based on currently available information and certain estimates and assumptions. The actual effect of the transaction discussed in the accompanying notes may differ from the unaudited pro forma adjustments included herein. However, PetroShare management believes that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transaction and that the unaudited pro forma adjustments are factually supportive, give appropriate effect to the impact of the events that are directly attributable to the transaction, and reflect those items expected to have a continuing impact on the Company.

The unaudited pro forma condensed combined financial statements of the Company are not necessarily indicative of the results that would have occurred if the Company had completed the acquisition of the PDC assets on the dates indicated or which could be achieved in the future because they necessarily exclude various operating expenses.

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PetroShare Corp.

Pro Forma Condensed Combined Balance Sheet

at June 30, 2016

(unaudited)

The accompanying notes are an integral part of these pro forma financial statements.

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PetroShare Corp.

Pro Forma Condensed Combined Statement of Operations

For the Six Months Ended June 30, 2016

(unaudited)

The accompanying notes are an integral part of these pro forma financial statements.

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PetroShare Corp.

Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2015

(unaudited)

The accompanying notes are an integral part of these pro forma financial statements.

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PetroShare Corp.

Notes to the Unaudited Pro Forma
Condensed Combined Financial Statements

NOTE 1 — BASIS OF PRESENTATION

See “Introduction” above for more information regarding the basis of presentation for the unaudited pro forma condensed combined financial statements.

NOTE 2 — PRO FORMA ADJUSTMENTS

The following adjustments were made in the preparation of the unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statements of operations:

(a)         Adjustments to reflect the acquisition of the PDC assets, the consideration paid by the Company and to adjust to fair value where required for the assets acquired and liabilities assumed as of June 30, 2016, in accordance with FASB Topic 805, Business Combinations.

The following table reflects the fair value of the consideration transferred in exchange for the assets acquired and the liabilities assumed based on a preliminary purchase priced allocation. The purchase price is subject to certain post-closing adjustments based on a final proration of costs and revenues from operation of the assets following the effective date. The post-closing adjustment is scheduled 90 days after the acquisition date, or September 28, 2016.

(b)         Adjustments to reflect the depreciation, depletion and amortization under the successful efforts method of accounting that would have been recorded with respect to the acquired asset retirement obligations (accretion) and proved leasehold interests (depletion) had the PDC assets been acquired on January 1, 2015.

(c)          Unless otherwise noted, adjustments reflect the historical statements of revenues and direct operating expenses relating to the PDC assets for the year ended December 31, 2015 and the six months ended June 30, 2016, as included in the PDC Assets Statements of Revenues and Direct Operating Expenses for the years ended December 31, 2015 and 2014 and for the six months ended June 30, 2016 and 2015, included as Exhibit 99.1 in this report.

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NOTE 3 — UNAUDITED PRO FORMA SUPPLEMENTAL DISCLOSURE OF OIL AND NATURAL GAS OPERATIONS

The following pro forma standardized measure of the estimated discounted net future cash flows and changes applicable to the combined proved reserves reflect the effect of income taxes. The future cash flows are discounted at 10% per year and assume continuation of existing economic conditions.

The pro forma standardized measure of estimated discounted future net cash flows, in management’s opinion, should be examined with caution. The basis for this table are the reserve studies prepared by independent petroleum engineering consultants, which contain imprecise estimates of quantities and rates of production of reserves. Revisions of previous year estimates can have a significant impact on these results. Also, exploration costs in one year may lead to significant discoveries in later years and may significantly change previous estimates of proved reserves and their valuation. Therefore, the pro forma standardized measure of estimated discounted future net cash flow is not necessarily indicative of the fair value of the combined proved oil and natural gas properties.

The data presented should not be viewed as representing the expected cash flow from, or current value of, existing proved reserves since the computations are based on estimates and assumptions. Reserve quantities cannot be measured with precision and their estimation requires many judgmental determinations and frequent revisions. Actual future prices and costs are likely to be substantially different from the prices and costs utilized in the computation of reported amounts.

The following table provides a pro forma roll-forward of the total proved reserves for the year ended December 31, 2015, as well as pro forma proved developed and proved undeveloped reserves at the beginning and at the end of the year, as if acquisition of the PDC assets had occurred January 1, 2015 (in barrel of oil equivalent or BOE):

(1)             Natural gas liquids (“NGL”) assumes a ratio of 42 gallons per barrel of oil (“Bbl”).

(2)             Barrel of oil equivalent (“BOE”) assumes a ratio of 6 thousand cubic feet (“MCF”) of natural gas per Bbl.

Standardized Measure of Estimated Discounted Future Net Cash Flows Relating to Proved Oil and Natural Gas Reserves

The following table sets forth the computation of the standardized measure of estimated discounted future net cash flows relating to proved oil and gas reserves and the changes in standardized measure of estimated discounted future net cash flows of the PDC assets in accordance with ASC Topic 932, Extractive Activities—Oil and Gas (“ASC 932”), and based on estimated oil and natural gas reserve and production volumes. Future cash inflows as of December 31, 2015 were computed by applying average fiscal-year prices (calculated as the unweighted arithmetic average of the first-day-of-the-month oil and gas prices for each month within the year ended December 31, 2015) to estimated future production. Future production and development costs are computed by estimating the expenditures to be incurred in developing and producing the proved oil and natural gas reserves at year-end, based on year-end costs and assuming the continuation of existing economic conditions. Price changes based on inflation, federal regulatory changes and supply and demand are not considered. Estimated future production costs related to period-end reserves are based on period-end costs. Such costs include, but are not limited to, production taxes and direct operating costs. Inflation and other anticipatory costs are not considered until the actual cost change takes effect. In accordance with the ASC 932, a discount rate of 10% is applied to the annual future net cash flows.

The prices, calculated as described above, were $50.28 per barrel of oil and $2.59 per MMBtu of natural gas at December 31, 2015. The prices were based on index prices, which have been adjusted for historical average location and quality differentials. Future cash inflows were reduced by estimated future development, abandonment and production costs based on period-end costs resulting in net cash flow before tax. Future income tax expense was estimated based on an estimated effective tax rate of 37.5%.

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The standardized measure is not intended to be representative of the fair market value of the proved reserves. The calculations of revenues and costs do not necessarily represent the amounts to be received or expended. Accordingly, the estimates of future net cash flows from proved reserves and the present value thereof may not be materially correct when judged against actual subsequent results. Further, since prices and costs do not remain static, and no price or cost changes have been considered, and future production and development costs are estimates to be incurred in developing and producing the estimated proved oil and gas reserves, the results are not necessarily indicative of the fair market value of estimated proved reserves, and the results may not be comparable to estimates disclosed by other oil and gas producers.

The changes in the pro forma standardized measure of estimated discounted future net cash flows for the year ended December 31, 2015 were as follows:

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