Platinum Energy Resources (fka PGRI)

[Mr. Zen]

PLATINUM ENERGY RESOURCES, INC.
25 Phillips Parkway
Montvale, New Jersey 07645

To the Stockholders of Platinum Energy Resources, Inc.:

You are cordially invited to attend a special meeting of the stockholders of Platinum Energy Resources, Inc. (“Platinum”), relating to the proposed acquisition of all of the assets and assumption of substantially all of the liabilities of Tandem Energy Corporation and related matters, which will be held at 10:00 a.m., eastern time, on, 2007, at the offices of Sills Cummis Epstein & Gross P.C., 30 Rockefeller Plaza, New York, New York 10112.

At this meeting, you will be asked to consider and vote upon the following proposals:

(1) to approve and authorize the Asset Acquisition Agreement and Plan of Reorganization, dated October 4, 2006, among Platinum, PER Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Platinum (“Acquisition Sub”), Tandem Energy Corporation, a Colorado corporation (“TEC”), and certain affiliates of TEC, as amended, and the transactions contemplated thereby; we refer to this proposal as the asset acquisition proposal; and

(2) to approve and authorize the amendment and restatement of the certificate of incorporation of Platinum to delete the preamble and sections A through D, inclusive, of Article Sixth from the certificate of incorporation from and after the consummation of the asset acquisition, as these provisions will no longer be applicable to Platinum; we refer to this proposal as the amendment proposal; and

(3) to approve and authorize the Platinum Energy Resources, Inc. 2006 Long-Term Incentive Plan (an equity-based incentive compensation plan); we refer to this proposal as the incentive compensation plan proposal.

The approval of the asset acquisition proposal will require the affirmative vote of the holders of a majority of the shares of Platinum common stock issued in Platinum’s initial public offering (the “IPO”) represented in person or by proxy and entitled to vote at the meeting, provided that, if the holders of 20% or more of the shares of the common stock issued in Platinum’s IPO vote against the asset acquisition and demand that Platinum convert their shares into a pro rata portion of Platinum’s trust account, then the asset acquisition will not be consummated.

The affirmative vote of the holders of a majority of the outstanding shares of Platinum common stock on the record date is required to approve the amendment proposal. The approval of the incentive compensation plan proposal will require the affirmative vote of the holders of a majority of the shares of Platinum common stock represented in person or by proxy and entitled to vote at the meeting. The approval of the asset acquisition proposal and the consummation of the asset acquisition are conditions to the effectiveness of the amendment proposal and the incentive compensation plan proposal assuming such proposals are approved by the stockholders.

Each Platinum stockholder who holds shares of common stock issued in Platinum’s IPO has the right to vote against the asset acquisition proposal and at the same time demand that Platinum convert such stockholder’s shares into cash equal to a pro rata portion of the funds held in the trust account into which a substantial portion of the net proceeds of Platinum’s IPO was deposited. These shares will be converted into cash only if the asset acquisition agreement is consummated. However, if the holders of 2,880,000 or more shares of common stock issued in Platinum’s IPO vote against the asset acquisition proposal and demand conversion of their shares, Platinum will not consummate the asset acquisition. Prior to exercising conversion rights, Platinum stockholders should verify the market price of Platinum’s common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their conversion rights. Shares of Platinum’s common stock are quoted on the Over-the-Counter Bulletin Board under the symbol PGRI. On the record date, the last sale price of Platinum’s common stock was $ .

Platinum’s initial stockholders acquired certain shares of common stock prior to its IPO. Such shares represent an aggregate of 20% of the outstanding shares of Platinum common stock which shares they have agreed to vote on the asset acquisition proposal in accordance with the vote of the majority of the votes cast by the holders of shares issued in connection with the IPO.

After careful consideration, Platinum’s board of directors has determined that the asset acquisition proposal is fair to and in the best interests of Platinum and its stockholders. Platinum’s board of directors unanimously recommends that you vote or give instruction to vote “FOR” the adoption of the asset acquisition proposal, the amendment proposal and the incentive compensation plan proposal.

Enclosed is a notice of special meeting and proxy statement containing detailed information concerning the asset acquisition proposal and the transactions contemplated thereby as well as detailed information concerning the amendment proposal and the incentive compensation plan proposal. Whether or not you plan to attend the special meeting, we urge you to read this material carefully and to vote your shares.

Your vote is important. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided.

I look forward to seeing you at the meeting.

Sincerely,

Mark Nordlicht
Chairman of the Board

Neither the Securities and Exchange Commission nor any state securities commission has determined if this proxy statement is truthful or complete. Any representation to the contrary is a criminal offense.

See “Risk Factors” beginning on page 23 for a discussion of various factors that you should consider in connection with the asset acquisition proposal.

This proxy statement is dated, , 2007 and is first being mailed to Platinum stockholders on or about, , 2007