UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
SCHEDULE 14A (Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 9)

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

x Preliminary Proxy Statement

o Confidential, For Use of the Commission Only (As permitted by Rule 14a-6(e)(2))

o Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Under Rule 14a-12

PLATINUM ENERGY RESOURCES, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

o No fee required

x Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:
  Common Stock, par value $.0001 per share

(2) Aggregate number of securities to which transaction applies: N/A

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

  1/50 of 1% of $102,000,000 in cash

Average of high and low prices for common stock on 

(4) Proposed maximum aggregate value of transaction: $102,000,000

(5) Total fee paid: $20,400

x Fee paid previously with preliminary materials.

o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid: N/A

(2) Form, Schedule or Registration Statement No.: N/A

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, October _, 2007, at the offices of Sills Cummis Epstein & Gross P.C., One Rockefeller Plaza, New York, New York 10020.

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 27 for a discussion of various factors that you should consider in connection with the asset acquisition proposal.

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

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

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER __, 2007

To the Stockholders of Platinum Energy Resources, Inc.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Platinum Energy Resources, Inc. (“Platinum”), a Delaware corporation, will be held at 10:00 a.m. eastern time, on October __, 2007, at the offices of Sills Cummis Epstein & Gross P.C., One Rockefeller Plaza, New York, New York 10020 for the following purposes:

(1) to consider and vote upon a proposal 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;

(2) to consider and vote upon a proposal 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 consider and vote upon a proposal 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.

These proposals are described in the attached proxy statement, which we encourage you to read in its entirety before voting. Only holders of record of Platinum common stock at the close of business on Octo- ber __, 2007 are entitled to notice of the special meeting of stockholders and to vote at the special meeting and any adjournments or postponements of the special meeting. Only the holders of record of Platinum common stock on that date are entitled to have their votes counted at the Platinum special meeting and any adjournments or postponements of the special meeting. Platinum will not transact any other business at the special meeting except for business properly brought before the special meeting or any adjournment or postponement of it by Platinum’s board of directors.

Your vote is important regardless of the number of shares you own.

All Platinum stockholders are cordially invited to attend the special meeting in person. However, to ensure your representation at the special meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record of Platinum common stock, you may also cast your vote in person at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares. If you do not vote or do not instruct your broker or bank how to vote, it will have the same effect as voting against the amendment proposal but will have no effect on the asset acquisition proposal or the incentive compensation plan proposal.

The board of directors of Platinum unanimously recommends that you vote “FOR” the approval of each of the proposals, which are described in detail in the accompanying proxy statement.

By Order of the Board of Directors

Mark Nordlicht
Chairman of the Board

October __, 2007

TABLE OF CONTENTS

	Page
SUMMARY OF THE MATERIAL TERMS OF THE ASSET ACQUISITION		1
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS		2
SUMMARY OF THE PROXY STATEMENT		8
The Parties to the Asset Acquisition Agreement and Plan of Reorganization		8
Platinum’s Business Strategy Following the Consummation of the Asset Acquisition		9
Optionable Shareholder Derivative Suits		9
Introduction of TEC to Platinum		9
The Asset Acquisition		10
Amendment to the Certificate of Incorporation		11
The Platinum Energy Resources, Inc. 2006 Long-Term Incentive Compensation Plan		11
Platinum’s Recommendations to Stockholders; Reasons for the Asset Acquisition		11
Management of Platinum and TEC Following the Consummation of the Asset Acquisition		11
Stock Ownership		12
Asset Acquisition Consideration		12
Registration Rights		14
Date, Time and Place of Special Meeting of Platinum’s Stockholders		14
Voting Power; Record Date		14
Quorum and Vote of Platinum Stockholders		14
Relation of Proposals		15
Conversion Rights		15
Appraisal Rights		15
Liquidation of Platinum		15
Proxies		16
Interests of Platinum Directors and Officers in the Asset Acquisition		16
Conditions to the Closing of the Asset Acquisition		16
TEC’s Conditions to Closing of the Asset Acquisition		17
Platinum’s Conditions to Closing of the Asset Acquisition		17
Termination, Amendment and Waiver		18
Quotation		19
Tax Consequences of the Asset Acquisition		19
Accounting Treatment		19
Regulatory Matters		20
Risk Factors		20
SELECTED SUMMARY HISTORICAL AND PRO FORMA COMBINED FINANCIAL INFORMATION		21
Tandem’s Selected Historical Financial Information		21
Platinum’s Selected Historical Financial Information		23
Historical and Pro Forma Unaudited Per Share Data of Platinum and Tandem		24
Selected Unaudited Pro Forma Condensed Combined Financial Information of Platinum and Tandem		25
Market Price and Dividend Data for Platinum Securities		26
Holders		26
Dividends		26
RISK FACTORS		27
Risks Related to Our Business and Operations Following Consummation of the Asset Acquisition with TEC		27
Risks Related to the Asset Acquisition		35
Risks Related to Not Consummating the Asset Acquisition		37
FORWARD-LOOKING STATEMENTS		40
SPECIAL MEETING OF PLATINUM STOCKHOLDERS		41

	Page
General		41
Date, Time and Place		41
Purpose of the Platinum Special Meeting		41
Recommendation of Platinum Board of Directors		41
Record Date; Who Is Entitled to Vote		41
Quorum		42
Abstentions and Broker Non-Votes		42
Vote of Our Stockholders Required		42
Voting Your Shares		43
Revoking Your Proxy		43
Who Can Answer Your Questions About Voting Your Shares		43
No Additional Matters May Be Presented at the Special Meeting		43
Conversion Rights		43
Liquidation of Platinum		44
Appraisal Rights		45
Proxy Solicitation Costs		45
Stock Ownership		45
Platinum Fairness Opinion		47
THE ASSET ACQUISITION PROPOSAL		47
General Description of the Asset Acquisition		48
Background of the Asset Acquisition		48
Reasons for the Asset Acquisition		55
Satisfaction of 80% Test		58
Interest of Platinum’s Directors and Officers in the Asset Acquisition		58
Recommendation of Platinum’s Board of Directors		58
Fairness Opinion		59
Material Federal Income Tax Consequences of the Asset Acquisition		67
Accounting Treatment		69
Regulatory Matters		69
THE ASSET ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION		70
General; Structure of the Asset Acquisition		70
Consummation of the Asset Acquisition		70
Asset Acquisition Consideration		70
Representations and Warranties		70
Covenants		72
Conditions to Closing of the Asset Acquisition		75
Indemnification		77
Termination		78
Liquidation and Dissolution of TEC		79
Registration Rights		79
Fees and Expenses		79
Confidentiality; Access to Information		79
Waiver		80
Public Announcements		80
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF PLATINUM/TANDEM FOR THE YEAR ENDED DECEMBER 31, 2006 AND THE SIX MONTHS ENDED JUNE 30, 2007		81
AMENDMENT PROPOSAL		94
Recommendation and Vote Required		94
LONG-TERM INCENTIVE COMPENSATION PLAN PROPOSAL		95

	Page
Background		95
Stock Subject to the 2006 Plan		95
Administration		95
Types ofAwards		96
Transferability		97
Change of Control Event		98
Termination of Employment/Relationship		98
Dilution; Substitution		98
Amendment of the Plan		98
Accounting Treatment		98
Tax Treatment		99
Recommendation and Vote Required		100
OTHER INFORMATION RELATED TO PLATINUM		101
Business of Platinum		101
Platinum’s Business Strategy Following Consummation of the Asset Acquisition		101
Offering Proceeds Held in Trust		102
Fair Market Value of Target Business		102
Stockholder Approval of Business Combination		102
Liquidation If No Business Combination		103
Facilities		104
Employees		104
Periodic Reporting and Audited Financial Statements		104
Platinum’s Management’s Discussion and Analysis of Financial Condition and Results of Operations		104
Legal Proceedings		107
Optionable Shareholder Derivative Suits		108
BUSINESS OF TEC		110
Overview		110
Tandem Corporate Structure		113
Business Strategy		114
Drilling, Exploration and Production Activities		114
Title to Properties		115
Competition		115
Regulatory Matters		115
Environmental Matters		116
Employees and Consultants		117
Legal Proceedings		117
DESCRIPTION OF PROPERTIES		119
Principal Executive Offices		119
Current Oil and Gas Activities		119
Spring Creek Limited Partnership		121
Reserve Report Summary		121
Areas of Opportunity		121
TANDEM’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		122
Overview		122
Tandem Acquisitions		122
Business		125
Results of Operations		126
Liquidity and Capital Resources		128
Overview		128

	Page
Cash Flow		128
Financing Activities		128
Proved Reserves		129
Supplemental Information		131
Capital Expenditures		131
Off Balance Sheet Arrangements		131
Contractual Obligations		132
Critical Accounting Policies		132
Significant Estimates and Assumptions		133
Provision for DD&A		135
Recent Accounting Pronouncements		136
Quantitative and Qualitative Disclosures About Market Risk		136
Market Price and Dividend Data for Tandem Securities		140
DIRECTORS AND EXECUTIVE OFFICERS OF PLATINUM FOLLOWING THE CONSUMMATION OF THE ASSET ACQUISITION		141
Executive Compensation		143
BENEFICIAL OWNERSHIP OF PLATINUM SECURITIES		144
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		147
Platinum Related Party Transactions		147
TEC Related Party Transactions		148
APPRAISAL RIGHTS		149
STOCKHOLDER PROPOSALS		149
EXPERTS		149
WHERE YOU CAN FIND MORE INFORMATION		149
GLOSSARY OF TERMS		150
INDEX TO FINANCIAL STATEMENTS
ANNEX A-1 — ASSET ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION		A1-1
ANNEX A-2 — AMENDMENT NO. 1 TO ASSET ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION		A2-1
ANNEX A-3 — AMENDMENT NO. 2 TO ASSET ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION		A3-1
ANNEX A-4 — AMENDMENT NO. 3 TO ASSET ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION		A4-1
ANNEX A-5 — AMENDMENT NO. 4 TO ASSET ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION		A5-1
ANNEX A-6 — AMENDMENT NO. 5 TO ASSET ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION		A6-1
ANNEX A-7 — AMENDMENT NO. 6 TO ASSET ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION		A7-1
ANNEX B — AMENDED AND RESTATED CERTIFICATE OF INCORPORATION		B-1
ANNEX C — 2006 LONG-TERM INCENTIVE COMPENSATION PLAN		C-1
ANNEX D — FAIRNESS OPINION		D-1
ANNEX E — TANDEM ENERGY HOLDINGS, INC. SHAREHOLDINGS INFORMATION		E-1

SUMMARY OF THE MATERIAL TERMS OF THE ASSET ACQUISITION

• The parties to the Asset Acquisition Agreement and Plan of Reorganization are Platinum Energy Resources, Inc. (“Platinum”), Tandem Energy Corporation (“TEC”) and PER Acquisition Corp., a company which was formed by Platinum to effect the transaction and is referred to as “Acquisition Sub.” See the section entitled “The Asset Acquisition Proposal” beginning on page 47 of the proxy statement.

• TEC, a Colorado corporation, is an independent oil and gas exploration and production company and a wholly-owned subsidiary of Tandem Energy Holdings, Inc., a Nevada corporation (“Tandem”). Its properties are located principally in Texas and New Mexico. See the section entitled “Business of TEC” beginning on page 110 of the proxy statement.

• The Asset Acquisition Agreement and Plan of Reorganization provides that TEC will sell to Acquisition Sub all of the assets and substantially all of the liabilities of TEC, including approximately $42 million of TEC’s debt which will be retired at the closing, for $60 million in shares of common stock of Platinum calculated in accordance with the terms of the asset acquisition agreement. See the section entitled “The Asset Acquisition Agreement and Plan of Reorganization — Asset Acquisition Consideration” beginning on page 70 of the proxy statement.

• In addition to voting on the asset acquisition proposal, the stockholders of Platinum will vote on proposals to approve and authorize the amendment and restatement of its charter to delete certain provisions that will no longer be applicable after the consummation of the asset acquisition and to approve and authorize a long-term incentive compensation plan. See the sections entitled “Amendment Proposal” and “Long-Term Incentive Compensation Plan Proposal” beginning on pages 94 and 95, respectively, of the proxy statement. 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.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

Q. Why am I receiving this proxy statement?

A. Platinum and TEC have agreed to a purchase and sale of all of the assets and substantially all of the liabilities of TEC to Platinum under the terms of the Asset Acquisition Agreement and Plan of Reorganization, dated October 4, 2006, as amended, that is described in this proxy statement. This agreement is referred to as the asset acquisition agreement. A copy of the asset acquisition agreement is attached to this proxy statement as Annex A, which we encourage you to review.

In order to consummate the asset acquisition, Platinum stockholders must vote to approve and authorize the asset acquisition agreement.

In addition to voting on the asset acquisition, the stockholders of Platinum will vote on proposals to approve and authorize the amendment and restatement of its charter to delete certain provisions that will no longer be applicable after the consummation of the asset acquisition and to approve and authorize a long-term incentive compensation plan. See the sections entitled “Amendment Proposal” and “Long-Term Incentive Compensation Plan Proposal” beginning on pages 94 and 95, respectively, of this proxy statement. 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.

Platinum will hold a special meeting of its stockholders to obtain these approvals. This proxy statement contains important information about the proposed asset acquisition. You should read it carefully.

Your vote is important. We encourage you to vote as soon as possible after carefully reviewing this proxy statement.

Q. Why is Platinum proposing the asset acquisition?

A. Platinum was organized to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more U.S. or international operating businesses in the global oil and gas exploration and production industry. TEC is the operating subsidiary of Tandem Energy Holdings, Inc., a Nevada corporation, and is an independent oil and gas exploration and production company. Platinum believes that the assets of TEC, which generate estimated net proved reserves of 9,004,369 barrels of oil equivalent, or boe, at December 31, 2006 and include interests in approximately 400 active TEC-operated wells and 500 non-operated royalty interest wells, are such that they can position Platinum for significant growth in present and future energy markets and Platinum believes that the acquisition of all of the assets of TEC will provide Platinum stockholders with an opportunity to participate in a company with significant growth potential.

Q. What is being voted on?

A. There are three proposals on which the Platinum stockholders are being asked to vote. The first proposal is to approve and authorize the asset acquisition agreement and the transactions contemplated thereby. We refer to this proposal as the asset acquisition proposal.

The second proposal is to approve and authorize an amendment to the certificate of incorporation 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. Upon the consummation of the asset acquisition, the sections sought to be deleted would have no further effect as a result of the asset acquisition in any event. We refer to this proposal as the amendment proposal.

The third proposal is to approve and authorize Platinum’s 2006 Long-Term Incentive Compensation Plan. We refer to this proposal as the incentive compensation plan proposal.

Q. What vote is required in order to approve and authorize the asset acquisition proposal?

A. The approval of the asset acquisition proposal will require the affirmative vote of holders of a majority of the shares of Platinum common stock issued in Platinum’s initial public offering (the “IPO”), represented in person and entitled to vote at the special meeting, provided that, if the holders of 20% or more of the

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shares of the common stock issued in Platinum’s IPO vote against the asset acquisition proposal 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. Platinum’s founding stockholders (to whom we refer herein as the “initial stockholders”) have agreed to vote their shares of Platinum common stock acquired prior to the IPO on the asset acquisition proposal in the same manner as the majority of shares of common stock held by all other Platinum stockholders are voted on the asset acquisition proposal. Any shares acquired by the initial stockholders in or after the IPO are considered part of the holdings of the public stockholders and will have the same rights as other shares held by public stockholders, including voting and conversion rights, with respect to the asset acquisition proposal. As such, the initial stockholders may vote such after-acquired shares on the asset acquisition proposal any way they choose. The initial stockholders acquired 3,600,000 shares (or 20% of the outstanding shares of Platinum common stock) prior to the IPO. These shares must be voted on the acquisition proposal in accordance with the vote of the majority of the public stockholders. In addition to these shares, our initial stockholders, which includes all of our officers and directors, have acquired shares of common stock since the IPO. As of the record date, our initial stockholders, or their affiliates, have acquired an aggregate of ________ shares of common stock since the IPO (or ___ % of the outstanding shares of Platinum common stock). The initial stockholders have indicated that these after-acquired shares will be voted in favor of the asset acquisition proposal.

No vote of the holders of Platinum’s warrants is necessary to adopt the asset acquisition proposal and Platinum is not asking the warrant holders to vote on the asset acquisition proposal.

Q. What vote is required in order to approve and authorize the amendment proposal?

A. The approval of the amendment proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Platinum’s common stock. If the asset acquisition proposal is not approved and/or the asset acquisition is not consummated, the amended and restated certificate of incorporation will not be filed and, therefore, will not be effective.

Q. What vote is required in order to approve and authorize the incentive compensation plan proposal?

A. 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 special meeting. If the asset acquisition proposal is not approved and/or the asset acquisition asset acquisition is not consummated, the incentive compensation plan will not be effective.

Q. Why is Platinum proposing the incentive compensation plan?

A. Platinum is proposing the incentive compensation plan to enable it to attract, retain and reward its directors, officers, employees and consultants using equity-based incentives. The incentive compensation plan has been approved by Platinum’s board of directors and will be effective upon consummation of the asset acquisition subject to stockholder approval of the plan.

Q. Does the Platinum board recommend voting in favor of the asset acquisition proposal, the amendment proposal and the incentive compensation plan proposal?

A. Yes. After careful consideration of the terms and conditions of the asset acquisition agreement, the certificate of incorporation and the incentive compensation plan, the board of directors of Platinum has determined that the asset acquisition agreement and the transactions contemplated thereby, the certificate of incorporation amendment and the incentive compensation plan are fair to and in the best interests of Platinum and its stockholders. The Platinum board of directors unanimously recommends that Platinum stockholders vote “FOR” each of (i) the asset acquisition, (ii) the amendment and (iii) the incentive compensation plan proposals. The members of Platinum’s board of directors have interests in the asset acquisition that are different from, or in addition to, your interests as a stockholder. For a description of such interests, please see the section entitled “Summary of the Proxy Statement — Interests of Platinum’s Directors and Officers in the Asset Acquisition” beginning on page 8.

For a description of the factors considered by Platinum’s board of directors in making its determination, see the section entitled “Reasons for the Asset Acquisition” beginning on page 55.

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Platinum has obtained an opinion from C.K. Cooper & Company, Inc. (“C. K. Cooper”) that as of October 3, 2006, the asset acquisition consideration to be paid by Platinum is fair, from a financial point of view, to the stockholders of Platinum. For a description of the fairness opinion and the assumptions made, matters considered and procedures followed by C.K. Cooper in rendering such opinion, see the section entitled “Fairness Opinion” beginning on page 59.

Q. What will happen in the proposed asset acquisition?

A. As a consequence of the asset acquisition, a wholly-owned subsidiary of Platinum, PER Acquisition Corp., will acquire all of the assets and assume substantially all of the liabilities of TEC, including approximately $42 million of TEC’s debt which will be retired at closing, for $60 million in shares of common stock of Platinum. The total number of shares to be issued to TEC will be $60 million divided by the per share cash value of the Platinum trust account calculated by dividing the amount held in trust by 14,400,000 shares issued in Platinum’s IPO at the time of closing. The per share cash value of the Platinum trust account at June 30, 2007 was $7.71 which, had we closed on that date, would have resulted in the issuance of approximately eight million shares of Platinum common stock. The trust account will continue to bear interest until closing and, as such, determination of the actual number of shares of Platinum common stock to be issued cannot be made until such time.

Q. How do the Platinum insiders intend to vote their shares?

A. All of the Platinum insiders (including all of Platinum’s initial stockholders, officers and directors) have agreed to vote the shares held by them that they acquired prior to the IPO on the asset acquisition proposal in accordance with the vote of the majority of the shares of common stock issued in the IPO. Any shares acquired by the “initial stockholders” after the IPO will be considered a part of the holdings of public stockholders and will have the same rights as other public stockholders, including voting and conversion rights, with respect to the asset acquisition proposal and, as such, they may vote on the asset acquisition proposal with respect to such after-acquired shares any way they choose. The initial stockholders have indicated that they will vote the after-acquired shares held by them in favor of the approval and authorization of the asset acquisition agreement and the transactions contemplated thereby.

They have also indicated that they will vote the shares held by them in favor of the amendment proposal and the incentive compensation plan proposal.

Q. What will I receive as a consequence of the proposed asset acquisition?

A. Platinum stockholders will not receive any cash or securities as a consequence of the asset acquisition. Platinum stockholders will continue to hold the shares of Platinum common stock that they owned prior to the asset acquisition and, as a consequence of the asset acquisition, Platinum, through its wholly-owned subsidiary, PER Acquisition Corp., will own all of the assets and assume substantially all of the liabilities of TEC.

Q. How much of Platinum will existing Platinum stockholders own after the consummation of the asset acquisition?

A. After the consummation of the asset acquisition, if no Platinum stockholder demands that Platinum convert his, her or its shares into a pro rata portion of the trust account, then existing Platinum stockholders will own approximately 70% of the outstanding common stock of Platinum. Existing Platinum stockholders would own less than that percentage of the outstanding if one or more Platinum stockholders vote against the asset acquisition proposal and demand conversion of their shares into a pro rata portion of the trust account.

Q. Do I have conversion rights?

A. If you hold shares of common stock issued in Platinum’s IPO, then you have the right to vote against the asset acquisition proposal and demand that Platinum convert your shares into a pro rata portion of the trust account in which a substantial portion of the net proceeds of Platinum’s IPO are held. We sometimes refer to these rights to vote against the asset acquisition proposal and demand conversion of the shares into a pro rata portion of the trust account as conversion rights. See the section entitled “Special Meeting of Platinum Stockholders — Conversion Rights” beginning on page 43.

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Q. If I have conversion rights, how do I exercise my conversion rights?

A. If you wish to exercise your conversion rights, you must vote against the asset acquisition proposal and at the same time demand that Platinum convert your shares into cash. You may exercise your conversion rights either by checking the box on the proxy card or by submitting your request in writing to Platinum at the address listed below. You may remedy an improperly executed demand for conversion at any time until the special meeting of stockholders. If, notwithstanding your negative vote, the asset acquisition is consummated, then you will be entitled to receive a pro rata portion of the trust account, including any interest earned thereon through the record date. As of the record date, there was approximately $       in trust, so, if, hypothetically, we were to close on such date you would be entitled to convert each share of common stock that you hold into approximately $      . If you exercise your conversion rights, then you will be exchanging your shares of Platinum common stock for cash and will no longer own these shares. You will be entitled to receive cash for these shares only if you continue to hold these shares through the consummation of the asset acquisition and then tender your stock certificate. Exercise of your conversion rights does not result in either the conversion or a loss of your warrants. Your warrants will continue to be outstanding and exercisable following a conversion of your common stock.

Q. What if I object to the proposed asset acquisition? Do I have appraisal rights?

A. Stockholders of Platinum do not have appraisal rights in connection with the asset acquisition under the General Corporation Law of the State of Delaware (“DGCL”).

Q. What happens to the funds deposited in the trust account after consummation of the asset acquisition?

A. After consummation of the asset acquisition, Platinum stockholders electing to exercise their conversion rights will receive their pro rata portion of the funds in the trust account. The balance of the funds in the trust account will be released to Platinum and used for, among other things, the payment of outstanding liabilities assumed in connection with the asset acquisition and payment of transaction-related expenses.

Q. Who will manage Platinum and TEC after the consummation of the asset acquisition?

A. Barry Kostiner, a director and currently our chief executive officer and James Dorman, currently our executive vice president, will continue in such positions after the consummation of the asset acquisition. Mr. Nordlicht, the current chairman of the board of Platinum and a director, has advised the Company that he will resign as the chairman and as a director following consummation of the asset acquisition in order to devote his full time to the management of his growing hedge fund, Platinum Partners Value Arbitrage Fund. Pursuant to the terms of the asset acquisition agreement, Tim Culp, the current CEO of Tandem and TEC and an indirect controlling stockholder of TEC, will be appointed to the board of Platinum and will continue to have a seat on the board for so long as Mr. Culp holds at least 1% of the outstanding common stock of Platinum. Under the asset acquisition agreement, an individual recommended by Mr. Culp, who shall be “independent” with the meaning of the Nasdaq corporate governance rules, will also be appointed to the board and will continue to have a seat on the board for so long as Mr. Culp holds at least 1% of the outstanding common stock of Platinum. Mr. Culp will hold approximately 10% of the total outstanding common stock of Platinum after the consummation of the asset acquisition and the subsequent distribution in liquidation by TEC and Tandem to its stockholders of the shares of Platinum common stock TEC receives as consideration for the assets sold. Mr. Culp will replace Mr. Nordlicht as chairman following the consummation of the asset acquisition and we will enter into an employment agreement providing for the employment of Mr. Culp as chairman for an initial term of not less than two years. In addition, under the terms of the asset acquisition agreement, Michael G. Cunningham, Todd M. Yocham and Toben A. Scott, who are all currently officers of TEC, will become employees of the Acquisition Sub, which we intend to rename Tandem Energy Corporation after the consummation of the asset acquisition, pursuant to employment agreements, to be entered into on the closing date of the asset acquisition, providing for terms of not less than two years and otherwise consistent with such parties’ written offers of employment. See the section entitled “Directors and Executive Officers of Platinum Following the Consummation of the Asset Acquisition” beginning on page 141.

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Q. What happens if the asset acquisition is not consummated?

A. Platinum must liquidate if it does not consummate a business combination by October 28, 2007. In any liquidation, the funds held in the trust account, plus any interest earned thereon, together with any remaining net assets not held in trust, will be distributed pro rata to the holders of Platinum’s common stock issued in Platinum’s IPO. Holders of Platinum common stock acquired prior to the IPO, including all of Platinum’s initial stockholders, officers and directors, have waived any right to any liquidation distribution with respect to those shares. Please see the information set forth in the section entitled “Special Meeting of Platinum Stockholders — Liquidation of Platinum” beginning on page 44.

Q. When do you expect the asset acquisition to be consummated?

A. It is currently anticipated that the asset acquisition will be consummated promptly following the special meeting of stockholders on October __, 2007, provided that all conditions to the consummation of the asset acquisition are met, including the receipt of approval of the Platinum stockholders.

For a description of the conditions to completion of the asset acquisition, see the section entitled “The Asset Acquisition Agreement — Conditions to Closing of the Asset Acquisition” Agreement beginning on page 75.

Q. What do I need to do now?

A. Platinum urges you to read carefully and consider the information contained in this proxy statement, including the annexes, and to consider how the asset acquisition will affect you as a stockholder of Platinum. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card.

Q. How do I vote?

A. If you are a holder of record of Platinum common stock, you may vote in person at the special meeting or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you must provide the record holder of your shares with instructions on how to vote your shares.

If you have any questions or require assistance in voting your proxy, please contact our proxy solicitors, Morrow & Co., Inc. at 800-607-0088.

Q. What will happen if I abstain from voting or fail to vote?

A. An abstention by a Platinum stockholder will have the same effect as a vote against the asset acquisition, but will not have the effect of converting your shares of common stock into a pro rata portion of the trust account. If you fail to vote on the asset acquisition proposal it will have no effect on the outcome of that proposal. An abstention or failure to vote will have the effect of voting against the amendment proposal. An abstention will have the effect of voting against the incentive compensation plan proposal but a failure to vote will have no effect on the incentive compensation plan proposal.

Q. If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A. No. Your broker, bank or nominee cannot vote your shares unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Broker non-votes, while considered present for purposes of establishing a quorum, will have the effect of votes “AGAINST” the amendment proposal, but will have no effect on the asset acquisition proposal or the incentive compensation plan proposal.

Q. Can I change my vote after I have mailed my signed proxy or direction form?

A. Yes. Send a later-dated, signed proxy card to Platinum’s secretary at the address of Platinum’s corporate headquarters prior to the date of the special meeting or attend the special meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to Platinum’s secretary.

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Q. Do I need to send in my stock certificates?

A. No. Platinum stockholders who do not elect to have their shares converted into a pro rata share of the trust account should not submit their stock certificates now or after the asset acquisition, because their shares will not be converted or exchanged in the asset acquisition.

Q. What should I do if I receive more than one set of voting materials?

A. You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Platinum shares.

Q. What are the federal income tax consequences of the asset acquisition to Platinum stockholders?

A. A stockholder of Platinum who exercises conversion rights and effects a termination of the stockholder’s interest in Platinum will generally be required to recognize capital gain or loss upon the exchange of that stockholder’s shares of common stock of Platinum for cash, if such shares were held as a capital asset on the date of the conversion. Such gain or loss will be measured by the difference between the amount of cash received and the tax basis of that stockholder’s shares of Platinum common stock. However, under certain circumstances, a portion of the cash received might be treated as a dividend for tax purposes.

No gain or loss will be recognized by non-converting stockholders of Platinum.

For a description of the material federal income tax consequences of the asset acquisition to Platinum stockholders, please see the information set forth in the section entitled “Material Federal Income Tax Consequences of the Asset Acquisition” beginning on page 67.

Q. Who can help answer my questions?

A. If you have questions about the asset acquisition or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:

Mark Nordlicht
Platinum Energy Resources, Inc.
25 Phillips Parkway
Montvale, New Jersey 07645
Tel: (212) 581-2401

or

Morrow & Co., Inc.
470 West Avenue
Stamford, Connecticut 06902
Tel: (203) 658-9400

You may also obtain additional information about Platinum from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 149.

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SUMMARY OF THE PROXY STATEMENT

This summary highlights selected information from this proxy statement and does not contain all of the information that is important to you. To better understand the asset acquisition, you should read this entire document carefully, including the asset acquisition agreement attached as Annex A to this proxy statement. We encourage you to read the asset acquisition agreement carefully. It is the legal document that governs the asset acquisition and the other transactions contemplated by the asset acquisition agreement. It is also described in detail elsewhere in this proxy statement.

The Parties to the Asset Acquisition Agreement and Plan of Reorganization

Platinum

Platinum is a blank check company organized as a corporation under the laws of the State of Delaware on April 25, 2005. It was formed with the purpose of effecting one or more business combinations with unidentified operating businesses in the global oil and gas exploration and production (“E&P”) industry. On October 28, 2005, Platinum consummated an initial public offering (the “IPO”) of its equity securities from which it derived net proceeds of $106,472,000. The Platinum common stock, warrants to purchase common stock and units (each unit consisting of one share of common stock and one warrant to purchase one share of common stock) are quoted on the Over-the-Counter Bulletin Board (“OTCBB”) under the symbols PGRI for the common stock, PGRIW for the warrants and PGRIU for the units. Of the net proceeds of the IPO, $105,408,000 were placed in a trust account. Such funds, which are being held in an interest-bearing account and will continue to bear interest through the closing, will be released to Platinum upon consummation of the asset acquisition, and used to (i) retire approximately $42 million in indebtedness of TEC assumed in connection with the asset acquisition, (ii) make payments to Platinum stockholders who exercise conversion rights and (iii) pay the finder’s fee of $3.0 million payable to Mr. Lance Duncan upon consummation of the asset acquisition as well as other transaction-related expenses. Platinum intends that the remaining funds will be used for, among other things, future acquisitions, working capital, capital expenditures associated with TEC’s assets and repurchases of shares of Platinum common stock under the contemplated Platinum share repurchase program.

The balance of the net proceeds of the IPO, not held in trust, or $1,064,000, has been used by Platinum to pay the expenses incurred in its pursuit of a business combination. As of June 30, 2007, Platinum had used all funds available from net proceeds that were not initially deposited in the trust fund.

Other than its IPO and the pursuit of a business combination, Platinum has not engaged in any business to date. If Platinum does not consummate the business combination contemplated by the Asset Acquisition Agreement and Plan of Reorganization among Platinum, PER Acquisition Corp. and TEC by October 28, 2007, then, pursuant to its certificate of incorporation, Platinum’s officers must take all actions necessary to dissolve and liquidate Platinum as soon as reasonably practicable.

The mailing address of Platinum’s principal executive office is Platinum Energy Resources, Inc., 25 Phillips Parkway, Montvale, New Jersey 07645, and its telephone number is (212) 581-2401.

PER Acquisition Corp.

PER Acquisition Corp. was organized as a corporation under the laws of the State of Delaware on January 25, 2006. It was formed to effect a business transaction and is a wholly-owned subsidiary of Platinum. We sometimes refer to PER Acquisition Corp. as the “Acquisition Sub.” The mailing address and telephone number of PER Acquisition Corp. is the same as that of Platinum.

TEC

Tandem Energy Corporation (“TEC”) is an independent oil and gas exploration and production company headquartered in Midland, Texas and a wholly-owned subsidiary of Tandem Energy Holdings, Inc., a Nevada Corporation (“Tandem”). TEC has approximately 21,000 acres under lease in relatively long-lived fields with well-established production histories. TEC’s properties are concentrated primarily in the Gulf Coast region in Texas, the Permian Basin in Texas and New Mexico, and the Fort Worth Basin in Texas.

TEC was incorporated in Colorado on December 20, 1977, and has been engaged in the oil and gas exploration and production industry since its inception.

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Platinum’s Business Strategy Following the Consummation of the Asset Acquisition

Platinum believes that there is a gap in value between oil and gas reserves and the price of energy commodities and that profit can be captured by buying oil and gas companies or reserves, and selling the underlying oil and gas commodity. Following the consummation of the acquisition of the assets of TEC, including its oil and gas reserves, Platinum intends to enter into additional hedging transactions in an attempt to capitalize on that gap. Platinum believes that by using this strategy it will be able to preserve profits and reduce risk. Specifically, Platinum intends to hedge a significant portion of TEC’s proved reserves utilizing a mixture of calls, puts, forward contracts and other derivative instruments, in an attempt to lock in profits based on the existing gap between spot prices of oil and gas and the prices of various futures contracts.

Hedging is a strategy that can help a company to mitigate the volatility of oil and gas prices by limiting its losses if oil and gas prices decline; however, this strategy may also limit the potential gains that a company could realize if oil and gas prices increase. While Platinum believes that engaging in such hedging transactions can be a successful strategy and is in the best interests of the Company, it may be prevented from realizing the benefits of price increases above the levels of the hedges. Additionally, the larger the volume of production, the more effective a hedging strategy typically can be. While TEC has a stable production history, its current production levels may not be sufficient to be able to employ a meaningful hedging strategy.

This strategy of hedging to lock in profits is a departure from the hedging methods used by Tandem in the past. Tandem has engaged in hedging transactions at the request of its lenders. Tandem specifically entered into a number of “costless collars” which are used to attempt to protect Tandem and its creditors from exposure to lower oil and gas prices. In conjunction with those hedging transactions, Tandem periodically incurred settlement losses associated with the ceiling component of such hedges when gas prices spiked in late 2005 and oil prices spiked in mid 2006. For the year ended December 31, 2006, Tandem reported a $3.3 million net gain on derivatives, consisting of a $3.5 million gain related to changes in mark-to-market valuations and a $0.2 million cash charge for settled contracts. For the year ended December 31, 2005, the net loss on derivatives was $5.2 million, consisting of a $4.7 million non-cash charge related to changes in mark-to-market valuations and a $0.5 million cash charge for settled contracts.

Optionable Shareholder Derivative Suits

Between May 11, 2007 and the date of this proxy statement, seven class action lawsuits were filed against Optionable, Inc. (“Optionable”) and certain directors and officers of Optionable, alleging violations of the U.S. securities laws. Five of these class actions name Mark Nordlicht as a defendant. Mr. Nordlicht is the chairman of the board and a director of Platinum. Optionable provides natural gas and other energy derivatives trading and brokerage services to brokerage firms, financial institutions, energy traders and hedge funds. Mr. Nordlicht founded Optionable in 2000 and formerly served as its chairman of the board of directors but was never employed by Optionable. Four of the class actions suits against Optionable also name Mr. Albert Helmig as a defendant. Mr Helmig served as a director of Platinum from inception until his resignation on May 11, 2007, and currently serves as chairman of the board of directors of Optionable. Other than as described herein, none of Platinum Tandem or TEC is related to or affiliated with Optionable.

We do not anticipate that the Optionable litigation will have a material direct impact on the Company following the consummation of the asset acquisition. Mr. Nordlicht has advised the Company that he will resign as the chairman of the board and as a director of Platinum following consummation of the asset acquisition in order to devote his full time to the management of his growing hedge fund, Platinum Partners Value Arbitrage Fund. See “Other Information Related to Platinum  —  Optionable Shareholder Derivative Suits.”

Introduction of TEC to Platinum

On December 9, 2005, Mark Nordlicht, Chairman of Platinum, was introduced by Mr. Howard Crosby to Mr. Lance Duncan, an individual who had previously made an unsuccessful attempt to purchase the assets of Shamrock Energy Corporation (“Shamrock”) and TEC (the businesses that were eventually rolled up into Tandem), and who, with the permission of management of Tandem, continued to seek financing to purchase the controlling interest in Tandem. Mr. Duncan knew Mr. Tim Culp, one of the stockholders of TEC, and Mr. Jack Chambers, who along with Mr. Tim Culp and his brother, Dyke Culp, comprised all of the stockholders of Shamrock, prior to the roll up of these companies into Tandem, as a consequence of his dealings

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with these parties in his prior purchase attempt. See the section entitled “Business of TEC” beginning on 110. Mr. Duncan was unable to consummate these acquisitions but continued his relationship with Messrs. Culp and Chambers and, in fact, was an officer and director of Tandem for a short time from mid-March 2005 through June 1, 2005.

Our Chairman, Mark Nordlicht, had become generally aware of the existence of Tandem and its operating subsidiary, TEC, on December 7, 2005, through Mr. Howard Crosby, a personal friend of Mr. Nordlicht for many years and an investor in small cap companies. On the previous evening, Mr. Crosby, a principal in two corporations which hold common stock of Tandem, had been introduced to Mr. Duncan, who was in New York seeking financing to acquire the controlling interest in Tandem, by Mr. William Ritger, an equity analyst who prepares research reports for small cap companies including Tandem and who is also a stockholder of Tandem. Mr. Crosby described Tandem to Mr. Nordlicht and advised him that he could obtain additional information about Tandem from Mr. Duncan. On that same day, Mr. Nordlicht contacted Mr. Ritger to inquire about Tandem and about Mr. Duncan.

In light of Mr. Ritger’s work and the fact that he often invests in small cap companies and the fact that Mr. Nordlicht is manager of a hedge fund, Platinum Partners Value Arbitrage Fund, which also occasionally invests in small cap companies, the two men had occasion to meet a few years ago and have met on various occasions since their initial introduction. Mr. Ritger’s company, The Research Works, Inc., prepares and provides research and investor guidance and had been engaged by Tandem on April 6, 2005 to prepare certain research and stockholder promotional materials. Mr. Ritger’s company received compensation for such services rendered to Tandem in the form of 65,000 shares of Tandem common stock. A limited liability company, Seaside Partners, LLC, of which Mr. Ritger is a principal, also participated in a private placement of Tandem common stock in March 2005 in which that entity purchased 360,000 shares of common stock of Tandem at a purchase price of $1.00 per share.

Messrs. Nordlicht and Crosby are both stockholders and serve on the board of directors of Platinum Diversified Mining, Inc., a company which had its origins as a special purpose acquisition company (“PDMI”). Mr. Nordlicht also holds the position of Executive Chairman and Mr. Crosby also holds the position of Vice President of PDMI. Messrs. Nordlicht and Crosby first discussed possible involvement in a special purpose acquisition company in the mining sector on September 14, 2005. Messrs. Nordlicht and Crosby are also both investors in Vivid Learning Systems, Inc. and White Mountain Titanium Corporation. Two companies of which Mr. Crosby is a principal, HHBC Corporation and Cork Investments, Inc., are stockholders of Tandem having purchased 10,000 and 15,000 shares of common stock of Tandem, respectively, at a purchase price of $1.00 per share in a private placement by Tandem offered in March 2005.

To Platinum’s knowledge, Messrs. Ritger and Crosby are personal friends but, other than both being stockholders of Tandem, they have no connections, associations or affiliations with one another.

Prior to discussions with Mr. Duncan in December, 2005, no member of the management team of Platinum had any pre-existing relationship or contact with Mr. Duncan or with any member of the management team of Tandem and TEC and, prior to Mr. Nordlicht’s discussions with Mr. Crosby on December 7, 2005, neither Mr. Nordlicht nor any other member of the management team of Platinum had any knowledge of Tandem and TEC’s assets. See also the section entitled “The Asset Acquisition Proposal — Background of the Asset Acquisition” beginning on page 47.

The Asset Acquisition

The asset acquisition agreement provides for a business combination transaction by means of the acquisition by Acquisition Sub of all of the assets and assumption of substantially all of the liabilities of TEC including approximately $42 million in debt to be retired at closing, for $60 million in shares of common stock of Platinum calculated in accordance with the terms of the asset acquisition agreement.

Platinum and TEC plan to consummate the asset acquisition promptly after the Platinum special meeting of stockholders, provided that:

• Platinum’s stockholders have approved the asset acquisition agreement;

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• holders of 20% or more of the shares of common stock issued in Platinum’s IPO have not voted against the asset acquisition proposal and demanded conversion of their shares into cash; and

• the other conditions specified in the asset acquisition agreement have been satisfied or waived.

As soon as reasonably practical after the closing, TEC intends to proceed to wind up its affairs, liquidate and distribute its remaining assets, including the shares of Platinum common stock received in consideration of the sale of assets.

Amendment to the Certificate of Incorporation

The amendment and restatement of Platinum’s certificate of incorporation is being proposed, upon consummation of the asset acquisition, to eliminate certain provisions that are applicable to Platinum only prior to its completion of a business combination. The amended and restated certificate of incorporation is attached as Annex B to this proxy statement. We encourage you to read the amended and restated certificate of incorporation in its entirety. The approval of the asset acquisition proposal and the consummation of the asset acquisition are conditions to the effectiveness of the amendment proposal assuming such proposal is approved by the stockholders.

The Platinum Energy Resources, Inc. 2006 Long-Term Incentive Compensation Plan

The Platinum Energy Resources, Inc. 2006 Long-Term Incentive Compensation Plan (the “Plan”) reserves four million shares of Platinum common stock for issuance in accordance with the Plan’s terms. The purpose of the Plan is to create incentives designed to motivate our employees to significantly contribute toward our growth and profitability, to provide Platinum executives, directors and other employees and persons who, by their position, ability and diligence are able to make important contributions to our growth and profitability, with an incentive to assist us in achieving our long-term corporate objectives, to attract and retain executives and other employees of outstanding competence and to provide such persons with an opportunity to acquire an equity interest in Platinum. The Plan is attached as Annex C to this proxy statement. We encourage you to read the Plan in its entirety. The approval of the asset acquisition proposal and the consummation of the asset acquisition are conditions to the effectiveness of the incentive compensation plan proposal assuming such proposal is approved by the stockholders.

Platinum’s Recommendations to Stockholders; Reasons for the Asset Acquisition

After careful consideration of the terms and conditions of the asset acquisition agreement and the consideration to be paid in the asset acquisition, on October 3, 2006, the board of directors of Platinum determined that the asset acquisition and the issuance of Platinum stock and other transactions contemplated thereby are fair to and in the best interests of Platinum and its stockholders. In reaching its decision with respect to the asset acquisition and the issuance of Platinum stock and other transactions contemplated thereby, the board of directors of Platinum reviewed various industry and financial data and the due diligence and evaluation materials provided by Tandem and TEC, including the reports of proved reserves prepared by Williamson Petroleum Consultants regarding proved reserves on the properties and interests of TEC, in order to determine that the consideration to be paid to TEC was reasonable. Further, Platinum received an opinion from C.K. Cooper & Company, Inc. that, in its opinion, the asset acquisition consideration to be paid by Platinum to TEC is fair to Platinum’s stockholders from a financial point of view. Accordingly, Platinum’s board of directors unanimously recommends that Platinum stockholders vote “FOR” the asset acquisition proposal as well as for the other proposals submitted to the stockholders.

Management of Platinum and TEC Following the Consummation of the Asset Acquisition

As a result of the asset acquisition, Acquisition Sub will acquire all of the assets and substantially all of the liabilities of TEC and Acquisition Sub will be renamed Tandem Energy Corporation (“New TEC”).

Platinum

After the consummation of the asset acquisition, the board of directors of Platinum will consist of William C. Glass (in the class to stand for election in 2009), and Barry Kostiner and Mr. Tim Culp (each in the class to stand for election in 2010) and an individual recommended by Mr. Culp who shall be “independent” within the meaning of the Nasdaq corporate governance rules (in the class to stand for election in

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2008). Tim Culp is the current CEO of Tandem and TEC and an indirect controlling stockholder of TEC. Mr. Culp, and the “independent” nominee recommended by him, will become members of the board and will continue to hold such positions on the board for so long as Mr. Culp continues to own at least one percent of the outstanding common stock of Platinum. Mr. Culp will hold approximately 10% of the total outstanding common stock of Platinum after the consummation of the asset acquisition and the subsequent distributions in liquidation by TEC and Tandem to their respective stockholders of the shares of Platinum common stock received as consideration for TEC’s assets. Mr. Nordlicht has advised the Company that he will resign as the chairman of the board and as a director following consummation of the asset acquisition in order to devote his full time to the management of his growing hedge fund, Platinum Partners Value Arbitrage Fund.

After the consummation of the asset acquisition, the executive officers of Platinum will be Barry Kostiner, chief executive officer and secretary, and James H. Dorman, executive vice president, each of whom currently is an executive officer of Platinum, and Mr. Tim Culp who will replace Mr. Nordlicht as chairman. We have agreed to enter into an employment agreement with Mr. Culp on the closing date of the asset acquisition providing for Mr. Culp to serve as chairman of Platinum for an initial term of not less than two years.

New Tandem Energy Corporation

After the consummation of the asset acquisition, the board of directors of New TEC will consist of Tim Culp and Barry Kostiner, each of whom shall serve until his successor is elected and qualifies. Also, thereafter, Messrs. Culp and Kostiner shall serve as president and chief executive officer and vice president, treasurer and secretary, respectively. Under the terms of the asset acquisition agreement, Michael G. Cunningham, Todd M. Yocham and Toben A. Scott, currently with TEC, will continue employment with New TEC after the asset acquisition pursuant to employment agreements, to be entered into on the closing date of the asset acquisition, providing for terms of at least two years and otherwise consistent with the written offers of employment accepted by such individuals. See “Directors and Executive Officers of Platinum Following the Consummation of the Asset Acquisition” beginning on page 141.

Stock Ownership

As of the record date, our initial stockholders and their affiliates, which includes all of the directors and executive officers of Platinum, beneficially own and are entitled to vote an aggregate of       shares, or     % of Platinum’s outstanding common stock. Of this amount, 3,600,000 shares (or 20% of Platinum’s outstanding common stock) were acquired prior to Platinum’s IPO. In connection with its IPO, Platinum entered into agreements with each of its initial stockholders pursuant to which they agreed to vote their shares of Platinum common stock owned prior to the IPO on the asset acquisition proposal in accordance with the majority of the votes cast by the holders of shares issued in the IPO. These stockholders also agreed, in connection with the IPO, to place their shares acquired prior to the IPO in escrow until October 24, 2008. The shares of common stock acquired by the initial stockholders in or after the IPO are not subject to these restrictions. These after-acquired shares of Platinum’s common stock will have the same rights as other shares held by public stockholders, including voting and conversion rights. The initial stockholders have indicated that they will vote these after-acquired shares in favor of the asset acquisition proposal.

Certain of our officers and directors and/or their affiliates have entered into Rule 10b5-1 trading plans to purchase Platinum common stock or warrants and have indicated an intention to engage in permissible public market purchases, as well as private purchases, including block purchases, of Platinum securities, in each case at any time prior to the special meeting during a period when they are not aware of any material nonpublic information regarding Platinum. Our officers and directors have advised that all shares so purchased will be voted in favor of the acquisition and the other proposals to be presented at the special meeting of stockholders.

Asset Acquisition Consideration

In consideration for the sale of all of the assets and assumption of substantially all of the liabilities of TEC, including approximately $42 million in debt to be retired at closing, TEC will receive $60 million in shares of common stock of Platinum. The total number of shares to be issued to TEC will be $60 million divided by the per share cash value of the Platinum trust account at time of closing. The per share cash value at June 30, 2007 was $7.71 which, had we closed on that date, would have resulted in the issuance of

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approximately 8 million shares of Platinum common stock. The shares of common stock of Platinum to be issued to TEC in the asset acquisition will be “restricted securities” under the federal securities laws and may not be transferred, distributed or resold except pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act. Following the consummation of the asset acquisition TEC will dissolve and in connection therewith transfer the shares of Platinum common stock to Tandem, its sole stockholder. Platinum has agreed to register such shares for distribution to the stockholders of Tandem upon the contemplated dissolution of Tandem. See “The Asset Acquisition Agreement and Plan of Reorganization — Registration Rights.”

The purchase price to be paid by Platinum was based upon a valuation of price per boe. Platinum believes that a purchase price of approximately $11 per proved boe is an attractive price based on, among other things, valuations of comparable companies and prices paid per boe in comparable transactions. Based on a report by JS Herold in the Herald M&A Transaction Review, Year End Statistical Snapshot, in 2005 there were 98 transactions in excess of $10 million in the oil and gas industry in the United States having a total value of $29.4 billion and an average implied proved reserve value of $12 per boe. In 2006, there were 120 such transactions having a total value of $59.4 billion and an average implied proved reserve value of $16.75 per boe. As a result, the board of directors of Platinum determined that based on a valuation of price per boe, a purchase price of approximately $11 per proved boe ($102 million) was an attractive price. The board determined that it was more appropriate to value Tandem based on valuation per boe rather than price per share. Accordingly, the $102 million purchase price was determined irrespective of the then current market price of Tandem’s (TEC’s parent company) common stock or the market price on June 8, 2005, the date that Tandem acquired the TEC assets as described in “Business of TEC — Overview.” TEC management had placed a value of $78.2 million on TEC at that time based in part on a market price of Tandem common stock. Tandem valued the stock at $3.00 per share based on the trading price of Tandem common stock on the OTC Pink Sheets on the days leading up to June 8, 2005. Tandem did not acquire any additional significant assets between June 8, 2005 and the date the Platinum board approved the transaction with Tandem.

On March 28, 2007, the board of directors of Platinum met to discuss, among other things, the board’s decision to recommend the asset acquisition because updated information was available to it since its original approval of the transaction. The board was informed that the purchase price of $102 million was a 63% premium over the $62 million valuation that Tandem had itself placed on the same assets as of June 8, 2005. As noted above, Tandem had, in fact, valued itself at $78.2 million as of June 8, 2005, not $62 million. As a result, the purchase price is a 30% premium over the valuation Tandem placed on its assets as of June 8, 2005, notwithstanding that Tandem had not acquired any additional significant assets in the interim.

As part of the board’s discussion, it took note of both positive and negative updated information regarding certain factors that were relevant to the June 8, 2005 valuation and the board’s original approval of the transaction. For instance, while the price of oil had risen by over 19% from $52.54 per boe on June 8, 2005 to $62.91 on March 26, 2007, offsetting a large portion of the 30% premium noted above, a new reserve report prepared by Williamson Petroleum Consultants indicated that the number of TEC’s proved reserves had declined from approximately 9.4 million boe as of December 31, 2005 to approximately 9.0 million boe as of December 31, 2006. In addition, primarily because of the change in the price of natural gas, the PV-10 valuation of Tandem had also dropped from approximately $201 million on December 31, 2005 to approximately $178 million on March 28, 2007 — still significantly higher than the $102 million purchase price however. The board further acknowledged that PV-10 valuations assume that Tandem will expend approximately $41 million in development costs over a three year period to obtain the boe production necessary to support the $178 million PV-10 valuation and that if such amounts were not expended, Tandem would not be able to produce the proved reserves and would not be able to achieve the future net revenues described in the Williamson Reserve Report. Notwithstanding the decline in proved reserves and PV-10 valuation, the board’s analysis of the value of TEC’s assets and justification for the purchase price was based on price per boe. Even at the slightly lower amount of proved reserves, the purchase price to be paid by Platinum was $11.30 per boe, which the board believed still to be an attractive price.

The board also analyzed potential risks of successor liability claims relating to the ownership of shares of Tandem, TEC’s parent entity and a formerly publicly traded shell company, that were not factored into the June 8, 2005 valuation. The board learned that although there are still very few corporate records relating to

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the transfer and ownership of Tandem, only a single claim had been made against Tandem since the start of this transaction and it relates to a matter of which Platinum was aware at the start of the transaction. See “Business of Tandem — Legal Proceedings.” In addition, Platinum had received indemnification from the major shareholders of Tandem for any such potential liabilities facing Platinum arising from such claims, including the single claim made to date. Consequently, the board determined that the existence of any such potential liabilities did not have a significant impact on the current value of the TEC assets as compared to their value on June 8, 2005 and determined that risk of potential liabilities from such claims is outweighed by the merits of the transaction.

After having weighed all of the updated information, the board determined that the basis and rationale for the transaction as described in “Reasons for the Asset Acquisition” continued to support the purchase price and the board’s decision to enter into the transaction. The board determined to reaffirm its recommendation to the Platinum stockholders of the approval and adoption of the asset acquisition agreement and the transactions contemplated thereby.

Registration Rights

Within 30 days after receiving notice that the dissolution of TEC is complete and the shares of Platinum common stock issued to TEC in the asset acquisition have been transferred to Tandem, its sole stockholder, pursuant to an exemption from registration provided by Section 4(2) of the Securities Act Platinum will file a registration statement to register such shares of Platinum common stock in connection with the distribution of such shares to Tandem stockholders upon the dissolution of Tandem. Platinum will use its best efforts to have the registration statement declared effective within 90 days after it is filed with the SEC.

Date, Time and Place of Special Meeting of Platinum’s Stockholders

The special meeting of the stockholders of Platinum will be held at 10:00 a.m., eastern time on Octo- ber __, 2007, at the offices of Sills Cummis Epstein & Gross P.C., One Rockefeller Plaza, New York, New York 10020 to consider and vote upon the asset acquisition proposal, the amendment proposal and the incentive compensation plan proposal.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the special meeting of stockholders if you owned shares of Platinum common stock at the close of business on October __, 2007, which is the record date for the special meeting. You will have one vote for each share of Platinum common stock you owned at the close of business on the record date. Platinum warrants do not have voting rights. On the record date, there were 18,000,000 shares of Platinum common stock outstanding.

Quorum and Vote of Platinum Stockholders

A quorum of Platinum stockholders is necessary to hold a valid meeting. A quorum will be present at the Platinum special meeting if a majority of the outstanding shares entitled to vote at the meeting are represented in person or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum.

• 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 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. Platinum’s initial stockholders, who acquired their shares of have agreed to vote their shares of Platinum common stock acquired prior to the IPO (equal to an aggregate of 3,600,000 shares, or 20% of the outstanding shares of Platinum) on the asset acquisition proposal in the same manner as how the majority of the shares of common stock held by all other Platinum stockholders are voted on the asset acquisition proposal. Shares acquired by such parties in or after the IPO are not subject to such restrictions. No vote of the holders of Platinum’s warrants is necessary to adopt the asset acquisition proposal and Platinum is not asking the warrant holders to vote on the asset acquisition proposal.

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• The approval of the amendment proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Platinum common stock on the record date.

• The approval of the incentive compensation plan proposal will require the affirmative vote of the holders of a majority of the shares of the outstanding shares of Platinum common stock represented in person or by proxy and entitled to vote at the meeting.

Abstentions will have the same effect as a vote “AGAINST” the asset acquisition proposal, the amendment proposal and the incentive compensation plan proposal. Broker non-votes, while considered present for the purposes of establishing a quorum, will have the effect of a vote “AGAINST” the amendment proposal but will have no effect on the asset acquisition proposal or the incentive compensation plan proposal. Please note that you cannot seek conversion of your shares unless you affirmatively vote against the asset acquisition.

Relation of Proposals

If approved, the asset acquisition will be consummated even if the amendment proposal and the incentive compensation plan proposal are not approved. 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 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 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 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.

If the asset acquisition proposal is not approved and the asset acquisition asset acquisition is not consummated, the amended and restated certificate of incorporation will not be filed and, as such, will not take effect and the incentive compensation plan will not be effective.

Conversion Rights

Pursuant to Platinum’s certificate of incorporation, a holder of shares of Platinum’s common stock issued in its IPO may, if the stockholder votes against the asset acquisition, demand that Platinum convert such shares into cash. This demand must be made in writing at the same time that the stockholder votes against the asset acquisition proposal. If properly demanded, Platinum will convert each share of common stock into a pro rata portion of the trust account in which a substantial portion of the net proceeds of Platinum’s IPO are held, plus interest earned thereon. Based on the amount of cash held in the trust account at June 30, 2007, you would be entitled to convert each share of common stock that you hold into approximately $7.71. If you exercise your conversion rights, then you will be exchanging your shares of Platinum common stock for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you continue to hold these shares through the effective time of the asset acquisition and then tender your stock certificate to Platinum. If the asset acquisition is not consummated, these shares will not be converted into cash. However, if we are unable to consummate the asset acquisition by October 28, 2007, we will be forced to liquidate and all public stockholders are expected to receive at least the amount they would have received if they sought conversion of their shares and we did consummate the asset acquisition.

The asset acquisition will not be consummated if the holders of 20% or more of the common stock issued in Platinum’s IPO (2,880,000 shares or more) exercise their conversion rights.

Appraisal Rights

Platinum stockholders do not have appraisal rights in connection with the asset acquisition under the DGCL.

Liquidation of Platinum

If we do not consummate the asset acquisition with TEC by October 28, 2007 we will dissolve and liquidate. We anticipate that, promptly following such date, our board would adopt a specific plan of dissolution and liquidation pursuant to the provisions of the Delaware General Corporation Law. Pursuant to the terms of our certificate of incorporation, only holders of shares issued in our IPO will be entitled to receive

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liquidating distributions. Shares issued to Platinum’s initial stockholders prior to the IPO will not be entitled to receive any liquidating distributions. The plan of dissolution would be submitted to stockholders for approval. The submission of the plan for approval by the stockholders would require the filing of a proxy statement with the SEC which could be subject to review by the SEC. As such, the process from the adoption of the plan of dissolution and liquidation by the board until completion of the plan and distribution of funds to the stockholders could take up to two to four months or possibly even longer.

We will not liquidate the trust account unless and until our stockholders approve our plan of dissolution and liquidation. Accordingly, the foregoing procedures may result in substantial delays in our liquidation and the distribution to our public stockholders of the funds in our trust account and any remaining net assets as part of our plan of dissolution and liquidation.

Proxies

Proxies may be solicited by mail, telephone or in person. Platinum has engaged Morrow & Co., Inc. to assist in the solicitation of proxies.

If you grant a proxy, you may still vote your shares in person if you revoke your proxy before the special meeting of stockholders.

Interests of Platinum Directors and Officers in the Asset Acquisition

When you consider the recommendation of Platinum’s board of directors in favor of adoption of the asset acquisition proposal, you should keep in mind that Platinum’s executive officers and members of Platinum’s board have interests in the asset acquisition transaction that are different from, or in addition to, your interests as a stockholder. These interests include, among other things:

• if the asset acquisition proposal is not approved and Platinum does not consummate the asset acquisition by October 28, 2007, Platinum will be required to liquidate; in such event, the 3,600,000 shares of common stock held by Platinum’s initial stockholders, officers and directors that were acquired prior to the IPO will be worthless because Platinum’s initial stockholders are not entitled to receive any liquidation proceeds. Such shares had an aggregate value of $      based on the last sale price of Platinum common stock of $    on the OTCBB on October __, 2007;

• if Platinum is liquidated prior to the consummation of a business combination, Mark Nordlicht, our chairman of the board, and Barry Kostiner, our chief executive officer, have agreed to indemnify Platinum against losses, liabilities, claims, damages and expenses incurred as a result of any claim by a vendor who is owed money by Platinum for services or products, to the extent necessary to ensure that such losses, liabilities, claims, damages or expenses do not reduce the amount in the trust fund in the event of liquidation; and

• after the completion of the acquisition, it is expected that the directors, other than Mr. Nordlicht, will continue to serve on Platinum’s board of directors, and Barry Kostiner will continue to serve as Platinum’s chief executive officer. Mr. Kostiner, as Platinum’s chief executive officer, and each director of Platinum, will, following the consummation of the asset acquisition, be compensated in such manner, and in such amounts, as Platinum’s board of directors may determine to be appropriate. No agreements or plans with respect to such compensation have been entered into, adopted or otherwise agreed upon by Platinum.

Conditions to the Closing of the Asset Acquisition

Consummation of the asset acquisition and the related transactions is conditioned on the Platinum stockholders adopting and approving the asset acquisition proposal. If stockholders owning 20% or more of the shares issued in the IPO vote against the transaction and exercise their right to convert their shares issued in the IPO into a pro rata portion of the funds held in trust by Platinum for the benefit of the holders of shares issued in the IPO, then the asset acquisition cannot be consummated. TEC’s board of directors have approved and adopted and TEC’s sole stockholder, its parent company, Tandem, has already approved and adopted the asset acquisition agreement.

In addition, the consummation of the asset acquisition is conditioned upon the following:

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• no statute, rule, regulation, executive order, decree or injunction or other legal restraint having been enacted, entered, promulgated or enforced by any court or other governmental authority which is in effect and has the effect of prohibiting the consummation of the asset acquisition;

• no legal proceeding shall be pending or thereafter seeking to restrain, prohibit or obtain material damages or other relief in connection with the asset acquisition;

• all approvals (including permits) of, and consents by, all federal, state, local and foreign governmental agencies and authorities and all filings with and submissions to all such agencies and authorities as may be required for the consummation of the asset acquisition having been obtained or made; and

• each of the parties hereto shall have taken all action necessary to ensure that (i) no takeover statute or similar law is or becomes applicable to the asset acquisition, the asset acquisition agreement or any of the other transactions contemplated thereby, or (ii) if any takeover statute or similar law becomes applicable to the asset acquisition, the asset acquisition agreement or any of the other transactions contemplated thereby may be consummated as promptly as practicable on the terms contemplated by the asset acquisition agreement and otherwise to minimize the effect of such law on the asset acquisition and the other transactions contemplated by the asset acquisition agreement.

TEC’s Conditions to Closing of the Asset Acquisition

The obligations of TEC to consummate the transactions contemplated by the asset acquisition agreement, in addition to the conditions described above, are conditioned upon each of the following, among other things:

• all representations and warranties of Platinum and Acquisition Sub contained in the asset acquisition agreement being true as of the date when made and on and as of the closing date;

• Platinum and Acquisition Sub shall have performed and complied with all agreements, covenants and conditions required by the asset acquisition agreement to be performed and complied with by it prior to or on the closing date;

• all corporate and other proceedings taken or required to be taken in connection with the transactions contemplated by the asset acquisition agreement thereto being reasonably satisfactory in form and substance to TEC and its counsel, and counsel to TEC shall have received all such information and such counterpart originals or certified or other copies of such documents as TEC or its counsel may reasonably request. TEC shall have received such other instruments, approvals and other documents as it may reasonably request to make effective the transactions contemplated by the asset acquisition agreement;

• TEC having received a certificate of the Chairman, President or Vice President – Finance of Platinum in form and substance reasonably satisfactory to TEC dated the closing date and certifying that the conditions set forth above have been satisfied and that Platinum and Acquisition Sub are not in breach of any provision of the asset acquisition agreement; and

• TEC having received an opinion of counsel to Platinum and Acquisition Sub, in an agreed form, dated as of the closing date;

• the average closing sale price of a share of Platinum common stock for each business day in the 60-calendar day period ending the day before the closing shall not have been less than $7 per share.

As the asset acquisition consideration will be paid in shares of Platinum common stock valued at the per share cash value of the trust account at closing, any decline in the market price of Platinum common stock below such per share cash value would cause a decrease in the value of the consideration to be received by TEC. To protect against such a decrease, the parties agreed to insert a minimum per share market price of Platinum common stock as one of TEC’s conditions to closing.

Platinum’s Conditions to Closing of the Asset Acquisition

The obligations of Platinum to consummate the transactions contemplated by the asset acquisition agreement, in addition to the conditions described above in the second paragraph of this section, are conditioned upon each of the following, among other things:

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• all representations and warranties of TEC contained in the asset acquisition agreement being true and correct as of the date when made and on and as of the closing date;

• TEC shall have performed and complied with all agreements, covenants and conditions required by the asset acquisition agreement to be performed and complied with by them prior to or on the closing date;

• Platinum shall have received an opinion of counsel to TEC, in an agreed form, dated as of the closing date;

• all corporate and other proceedings taken or required to be taken in connection with the transactions contemplated by the asset acquisition agreement and all documents incident thereto shall be reasonably satisfactory in form and substance to Platinum and its counsel, and counsel to Platinum shall have received all such information and such counterpart originals or certified or other copies of such documents as Platinum or its counsel may reasonably request; Platinum shall have received such other instruments, approvals and other documents as it may reasonably request to make effective the transactions contemplated by the asset acquisition agreement;

• the asset acquisition shall have been duly approved and the asset acquisition agreement approved and authorized by the requisite vote under applicable law and Platinum’s certificate of incorporation by the stockholders of Platinum at a duly held meeting and the stockholders of Platinum owning 20% or more of the shares issued in Platinum’s IPO shall not have exercised their conversion rights; and

• Platinum and its counsel shall have received a certificate of the President of TEC dated the closing date and certifying that the conditions set forth in form and substance reasonably satisfactory to Platinum in the first two bullet points of this section have been satisfied.

Termination, Amendment and Waiver

The asset acquisition agreement may be terminated at any time, but not later than the closing, as follows:

• by mutual written consent of Platinum and TEC;

• by Platinum if (i) the asset acquisition has been submitted to a vote and not approved by the requisite vote of the stockholders of Platinum or (ii) (a) any of the representations and warranties of TEC contained in the asset acquisition agreement shall not be true and correct in any material respect, when made or at any time prior to the closing as if made at and as of such time, in any respect which is material to TEC considered as a whole or the ability of TEC to consummate the asset acquisition or (b) TEC shall have failed to fulfill in any material respect any of its material obligations under the asset acquisition agreement, which failure is material to the obligations of TEC under the asset acquisition agreement, and, in the case of each of clauses (a) and (b), such misrepresentation, breach of warranty or failure (provided it can be cured) has not been cured within ten days of actual knowledge thereof by TEC;

• by either party if (i) the asset acquisition has not been consummated by October 28, 2007, or (ii) there shall be any statute, rule or regulation that makes consummation of the transaction contemplated illegal or otherwise prohibited or a governmental entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the transaction and such order, decree, ruling or other action shall have become final and non-appealable or (iii) Platinum shall be delinquent in filing or is no longer filing periodic reports under the Securities Exchange Act of 1934, as amended;

• by TEC if (i) any of the representations and warranties of Platinum and Acquisition Sub contained in the asset acquisition agreement shall not be true and correct in any material respect, when made or at any time prior to the closing as if made at and as of such time, in any respect which is material to Platinum and Acquisition Sub or the ability of Platinum and Acquisition Sub to consummate the asset acquisition or (ii) Platinum or Acquisition Sub shall have failed to fulfill in any material respect any of its material obligations under the asset acquisition agreement, which failure

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is material to the obligations of Platinum and Acquisition Sub under the asset acquisition agreement, and, in the case of each of clauses (i) and (ii), such misrepresentations, breach of warranty or failure (provided it can be cured) has not been cured within ten days of actual knowledge thereof by Platinum or Acquisition Sub.

The asset acquisition agreement does not specifically address the rights of a party in the event of a refusal or wrongful failure of the other party to consummate the asset acquisition. The non-wrongful party would be entitled to assert its legal rights for breach of contract against the wrongful party.

If permitted under the applicable law, either TEC or Platinum may waive any inaccuracies in the representations and warranties made to such party contained in the asset acquisition agreement and waive compliance with any agreements or conditions for the benefit of itself or such party contained in the asset acquisition agreement. We cannot assure you that any or all of the conditions will be satisfied or waived.

Quotation

Platinum’s outstanding common stock, warrants and units are quoted on the OTCBB.

Tax Consequences of the Asset Acquisition

Since Platinum stockholders will not be exchanging or otherwise disposing of their shares of stock in Platinum pursuant to the asset acquisition, the Platinum stockholders will continue to hold their shares of Platinum common stock and will not recognize any gain or loss from the asset acquisition. However, for those Platinum stockholders who exercise their conversion rights and convert their Platinum shares into the right to receive cash, such stockholders will generally be required to treat the transaction as a sale of the shares and recognize gain or loss upon the conversion. Such gain should be capital gain or loss if such shares were held as a capital asset on the date of the conversion. Such gain or loss will be measured by the difference between the amount of cash received and the tax basis of that stockholder’s shares of Platinum common stock. A stockholder’s tax basis in his shares of Platinum common stock generally will equal the cost of such shares. A stockholder who purchased Platinum’s units will have to allocate the cost between the shares of common stock and the warrants comprising the units based on their fair market values at the time of the purchase. Under certain circumstances, if the stockholder actually or constructively still owns shares of Platinum common stock after the conversion of shares into cash, the conversion may not be treated as a sale of stock by that stockholder for tax purposes but rather as a corporate distribution. A stockholder may constructively own stock for tax purposes because, among other reasons, stock may be owned by certain family members or affiliated entities or the stockholder may retain warrants in Platinum. If the conversion does not qualify as a sale for federal tax purposes but instead is treated as a corporate distribution, then the receipt of cash in the conversion will be treated (i) as a dividend to the extent of Platinum’s earnings and profits, (ii) as a reduction of basis in the shares for any excess and (iii) to the extent of any excess over basis, gain from the sale or exchange of shares. Platinum stockholders who do not exercise their conversion rights will continue to hold their shares of Platinum common stock and as a result will not recognize any gain or loss from the asset acquisition.

For a description of the material federal income tax consequences of the asset acquisition to Platinum stockholders please see the information set forth in the section entitled “Material Federal Income Tax Consequences of the Asset Acquisition” beginning on page 67.

Accounting Treatment

The acquisition of all of the assets and substantially all of the liabilities of TEC by Platinum will be accounted for under the purchase method of accounting in accordance with the Statement of Financial Accounting Standard (“SFAS”) No. 141, Business Combinations. Based upon a report prepared by Williamson Petroleum Consultants, independent petroleum engineers, substantially all of the excess of purchase price of assets acquired over book value as of the date of acquisition will be allocated entirely to oil and gas properties. All other assets and liabilities to be acquired are primarily estimated to be stated at their fair values, which approximate their recorded cost. In addition, a deferred tax liability will be provided on the difference between the value allocated to the oil and gas properties and their tax basis.

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Regulatory Matters

The asset acquisition and the transactions contemplated by the asset acquisition agreement are not subject to any additional federal or state regulatory requirement or approval, including the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or HSR Act.

Risk Factors

In evaluating the asset acquisition proposal, the amendment proposal and the incentive compensation plan proposal, you should carefully read this proxy statement and especially consider the factors discussed in the section entitled “Risk Factors” beginning on page 27.

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SELECTED SUMMARY HISTORICAL AND PRO FORMA
COMBINED FINANCIAL INFORMATION

Tandem’s Selected Historical Financial Information

The following table sets forth certain selected financial and operational data of Tandem Energy Holdings, Inc. (“Tandem”) as the parent company of TEC. TEC is the sole subsidiary of Tandem. Tandem’s assets consist solely of its investment in TEC, and, accordingly, the consolidated financial statements of Tandem represent the assets to be acquired and liabilities to be assumed by Platinum. The selected financial information presented below was derived from Tandem’s audited consolidated financial statements for the three year period ended December 31, 2006, the unaudited consolidated financial statements for the two year period ended December 31, 2003 and from Tandem’s unaudited consolidated financial statements for the six months ended June 30, 2007 and June 30, 2006. The unaudited selected financial information for the two years ended December 31, 2003 is presented for TEC only and does not include financial information reflecting the acquisition of the properties of Shamrock Energy Corporation. The operational data for all periods presented are unaudited. All the data should be read together with Tandem’s historical consolidated financial statements and accompanying notes and Tandem’s Management’s Discussion and Analysis of Financial Condition and Results of Operations presented elsewhere in this proxy statement. The selected data provided are not necessarily indicative of Tandem’s future results of operations or financial performance.

	For the Years Ended December 31,															For the Six Months Ended June 30,
	Unaudited						Audited									Unaudited
	2002			2003			2004			2005			2006			2006			2007
	(in thousands, except per share, production and reserve information)
Consolidated Income Statement Data:
Operating revenues	$	3,987		$	5,360		$	8,018		$	14,249		$	18,051		$	9,262		$	8,133
Lease operating expenses(1)		1,981			3,093			2,841			4,273			6,517			3,101			2,820
Net income (loss)		557			696			3,714			(36,309	)		6,295			2,149			5
Net income (loss) per common share
Basic and diluted	$	0.19		$	0.23		$	1.24		$	(1.96	)	$	0.26			0.09			0.00
Weighted average common stock and common stock equivalents outstanding
Basic and diluted		3,000			3,000			3,000			18,515			23,799			23,799			23,799
Consolidated Balance Sheet Data:
Total assets	$	3,141		$	4,374		$	8,520		$	34,650		$	36,903			N/A		$	36,712
Total liabilities		1,851			1,831			3,227			51,397			47,356			N/A			47,159
Long-term debt, less current maturities		1,300			1,300			—			42,000			40,250			N/A			21,000
Total stockholders’ equity (deficit)		1,290			2,543			5,293			(16,747	)		(10,453	)		N/A			(10,447	)
Consolidated Statement of Cash Flow Data:
Cash flow provided by (used in)
Operating activities	$	693		$	689		$	4,524		$	6,259		$	5,995		$	2,319		$	1,415
Investing activities		(189	)		(475	)		(998	)		(6,751	)		(6,702	)		(3,448	)		(825	)
Financing activities		(360	)		—			(1,771	)		610			(500	)		(500	)		(250	)
Operating Data:
Product sales
Oil (Bbl)		113,941			96,459			103,788			156,503			214,845			104,624			103,189
Gas (Mcf)		425,294			462,817			678,085			723,634			735,550			354,069			346,421
Boe		184,823			173,595			216,802			277,109	(2)		337,437			163,636			160,926
Average sales prices
Oil ($/Bbl)	$	24.45		$	29.91		$	40.48		$	56.18		$	62.94		$	65.69		$	55.41
Gas ($/Mcf)	$	3.30		$	5.40		$	5.63		$	7.54		$	6.16		$	6.75		$	6.97
Average Lifting Cost per Boe of Production:	$	10.72		$	17.82		$	13.10		$	15.42		$	19.31		$	18.95		$	17.52
Proved reserves
Oil (Bbls)		364,609			268,150			988,597			5,814,505			5,539,928
Gas (Mcf)		6,311,490			5,848,673			16,603,591			21,896,697			20,786,645
Boe		1,416,524			1,242,929			3,755,862			9,463,955	(3)		9,004,369

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The following unaudited information relates to TEC’s net and gross oil and gas wells and developed leasehold acres as of December 31, 2006:

	Net		Gross
Productive oil wells		201.3		272.0
Productive gas wells		13.8		21.0
Total productive wells(4)		215.1		293.0
Developed leasehold acres		16,480		21,550

(1) Lease operating expenses include all direct operating expenses, severance taxes on oil and gas, and ad valorem taxes associated with oil and gas properties.

(2) Production on a Boe basis for 2005 was 28% higher than 2004. This increase was due primarily to the production from the oil and gas properties acquired from Shamrock in June, 2005.

(3) Proved reserves increased approximately 250% from 2004 to 2005 due primarily to the oil and gas properties acquired from Shamrock in June, 2005 and the effect of higher pricing on the economic limit of the consolidated reserves at the end of 2005. See Note 14 of Tandem’s financial statements and the audited statements of revenue and direct operating expenses of the oil and gas properties purchased from Shamrock.

(4) The total productive well count includes 40 oil wells and no gas wells completed in multiple zones.

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Platinum’s Selected Historical Financial Information

The following table sets forth certain selected financial information of Platinum. The selected financial information presented below was derived from Platinum’s audited consolidated financial statements for the period from April 25, 2005 (inception) to December 31, 2005 and for the year ended December 31, 2006, and Platinum’s unaudited condensed consolidated financial statements for the six months ended June 30, 2007. All of the data should be read together with Platinum’s historical financial statements for the period from April 25, 2005 (inception) to December 31, 2005, the year ended December 31, 2006 and for the six months ended June 30, 2007 and 2006 and the related notes thereto and Platinum’s Management’s Discussion and Analysis of Financial Condition and Results of Operations presented elsewhere in this proxy statement.

	Period From April 25, 2005 (Inception to December 31, 2005)		Year Ended December 31, 2006		Six Months Ended June 30, 2007
					(unaudited)
Income Statement Data:
Operating Expenses	$	167,274	$	786,300	$	299,205
Other Income – Interest, net	$	471,102	$	2,565,979	$	1,441,913
Net income	$	275,728	$	1,659,679	$	1,076,708
Weighted Average Common Shares Outstanding –
Basic		6,549,489		15,121,440		15,121,440
Diluted		6,980,246		17,479,194		17,882,548
Net Income Per Common Share –
Basic	$	0.04	$	0.11	$	0.07
Diluted	$	0.04	$	0.09	$	0.06
Cash Dividends Declared Per Share	$	—	$	—	$	—

	December 31, 2005		December 31, 2006			June 30, 2007
Balance Sheet Data
Working Capital (Excluding Cash held in trust)	$	888,439	$	(1,683,186	)	$	(2,347,484	)
Cash Held in Trust	$	105,884,102	$	109,213,492		$	111,044,966
Total Assets	$	106,905,311	$	110,955,650		$	113,014,133
Common Stock Subject to Possible Redemption, 2,878,560 Common Shares at Conversion Value	$	21,071,059	$	21,831,777		$	22,197,888
Stockholders’ Equity	$	85,701,482	$	87,361,161		$	88,437,869

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Historical and Pro Forma Unaudited Per Share Data of Platinum and Tandem

The following historical and pro forma unaudited per share data is intended to provide a comparison of the historical and pro forma per share data of Platinum and Tandem on a standalone basis and as if the asset acquisition had been completed on January 1, 2006 with respect to the year ended December 31, 2006 and January 1, 2007 for the six months ended June 30, 2007. This per share information may have been different had the asset acquisition actually been completed on that date. You should not rely on the per share data as being indicative of the historical results that would have occurred had the asset acquisition occurred or the future per share amounts that may be achieved after the asset acquisition. The following table of historical and pro forma per share data of Platinum and Tandem has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes thereto starting on page 81, the historical consolidated financial statements of Platinum and notes thereto starting on page F3-1 and the historical consolidated financial statements of Tandem and notes thereto starting on page F1-1.

	Year Ended December 31, 2006			Six Months Ended June 30, 2007
Book value per common share:
Platinum – Historical	$	5.78		$	5.85
Tandem – Historical	$	(0.44	)	$	(0.44	)
Pro forma information effective upon consummation of the asset acquisition:
Assuming no conversions(1)				$	6.53
Assuming maximum conversions(2)				$	6.38
Net Income (Loss) Per Common Share – Basic and Diluted:
Platinum – Historical
Basic	$	0.11		$	0.07
Diluted	$	0.09		$	0.06
Tandem – Historical	$	0.26		$	0.00
Pro forma information effective upon consummation of the asset acquisition:
Assuming no conversions(1)
Basic	$	0.02		$	(0.09	)
Diluted	$	0.02		$	(0.08	)
Assuming maximum conversions(2)
Basic	$	0.02		$	(0.10	)
Diluted	$	0.02		$	(0.09	)
Cash dividends per share:
Platinum – Historical	$	—		$	—
Tandem – Historical	$	—		$	—
Pro forma information effective upon consummation of the asset acquisition:
Assuming no conversions(1)	$	—		$	—
Assuming maximum conversions(2)	$	—		$	—

(1) Assumes no Platinum stockholder seeks conversion of Platinum stock into a pro rata share of the trust account.

(2) Assumes that 2,878,560 shares of Platinum common stock were converted into a pro rata share of the trust account.

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Selected Unaudited Pro Forma Condensed Combined Financial Information of Platinum and Tandem

The following selected unaudited pro forma condensed combined financial information is intended to provide you with a picture of what Platinum’s business might have looked like had the asset acquisition been completed on January 1, 2006 with respect to the year ended December 31, 2006 and January 1, 2007 for the six months ended June 30, 2007. The condensed consolidated financial information may have been different had the asset acquisition actually been completed. You should not rely on the selected unaudited pro forma condensed combined financial information as being indicative of the historical results that would have occurred had the asset acquisition occurred or the future results that may be achieved after the asset acquisition. The following selected unaudited pro forma condensed combined financial information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes thereto starting on page 81.

	December 31, 2006
	No Conversion(1)		Maximum Conversion(2)
Consolidated Pro forma Income Statement Data:
Oil and gas sales	$	17,812,015	$	17,812,015
Lease operating expenses	$	6,516,711	$	6,516,711
Net income	$	476,412	$	476,412
Net income (loss) per common share
Basic	$	0.02	$	0.02
Diluted	$	0.02	$	0.02
Weighted average common stock and common stock equivalents outstanding:
Basic		26,387,583		23,509,023
Diluted		28,745,337		25,866,777

	June 30, 2007
	No Conversion(1)			Maximum Conversion(2)
Consolidated Pro forma Income Statement Data:
Oil and gas sales	$	8,132,641		$	8,132,641
Lease operating expenses	$	2,820,478		$	2,820,478
Net income (loss)	$	(2,296,620	)	$	(2,296,620	)
Net income (loss) per common share
Basic	$	(0.09	)	$	(0.10	)
Diluted	$	(0.08	)	$	(0.09	)
Weighted average common stock and common stock equivalents outstanding:
Basic		26,138,235			23,259,675
Diluted		28,899,343			26,020,783
Total assets	$	217,433,075		$	195,235,187
Working capital	$	65,478,659		$	43,280,771
Total liabilities	$	46,797,318		$	46,797,318
Long-term debt, less current maturities	$	—		$	—
Total stockholders’ equity	$	170,635,757		$	148,437,869
Book value per common share	$	6.53		$	6.38

(1) Assumes that no Platinum stockholder seeks conversion of Platinum stock into a pro rata share of the trust account.

(2) Assumes that the maximum allowable number of shares of Platinum common stock, 2,878,560, were converted into a pro rata share of the trust account.

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Market Price and Dividend Data for Platinum Securities

Platinum consummated its IPO on October 28, 2005. In the IPO, Platinum sold 14,400,000 units. Each unit consists of one share of Platinum’s common stock and one redeemable common stock purchase warrant. Platinum common stock, warrants and units are quoted on the OTCBB under the symbols “PGRI”, “PGRIW” and “PGRIU”, respectively. Platinum’s units commenced public trading on October 28, 2005 and its common stock and warrants commenced separate public trading on December 9, 2005. The high and low bid prices of our units, common stock and warrants as reported by the OTCBB for the quarter indicated are as follows. Such inter-dealer quotations do not necessarily represent actual transactions and do not reflect retail mark-ups, mark-downs or commissions:

	Units				Common Stock				Warrants
	High		Low		High		Low		High		Low
2007:
Third Quarter	$	8.45	$	7.85	$	7.65	$	7.50	$	0.81	$	0.35
Second Quarter	$	8.25	$	7.83	$	7.60	$	7.40	$	0.74	$	0.31
First Quarter	$	7.95	$	7.60	$	7.41	$	7.26	$	0.57	$	0.43
2006:
Fourth Quarter	$	8.10	$	7.60	$	7.30	$	7.08	$	0.85	$	0.47
Third Quarter	$	8.22	$	7.70	$	7.30	$	7.08	$	1.00	$	0.55
Second Quarter	$	8.88	$	7.98	$	7.40	$	7.07	$	1.39	$	0.78
First Quarter	$	8.38	$	7.78	$	7.24	$	6.90	$	1.12	$	0.84
2005:
Fourth Quarter	$	8.00	$	7.50	$	7.10	$	6.80	$	1.06	$	0.80

Holders

As of October __, 2007, the record date for the special meeting, there were          holders of record of the units, holders of record of the common stock and       holders of record of the warrants. Platinum believes the beneficial holders of the units, common stock and warrants to be in excess of       persons each.

Dividends

Platinum has not paid any cash dividends on its common stock to date and does not intend to pay dividends prior to the completion of the asset acquisition. It is the present intention of the board of directors to retain all earnings, if any, for use in the business operations, and accordingly, the board does not anticipate declaring any dividends in the foreseeable future. The payment of any dividends subsequent to the asset acquisition will be within the discretion of the then board of directors and will be contingent upon revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination.

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RISK FACTORS

You should carefully consider the following risk factors, together with all of the other information included in this proxy statement, before you decide whether to vote or instruct your vote to be cast to adopt the asset acquisition proposal.

Risks Related to Our Business and Operations Following the Consummation of the Asset Acquisition with TEC

After the consummation of the asset acquisition, Acquisition Sub will change its name to Tandem Energy Corporation and will operate the business of TEC. The business of TEC faces many risks. The value of your investment in Platinum following consummation of the purchase of TEC’s assets will be subject to the significant risks inherent in the oil and natural gas business. Additional risks that we do not know of, or that we currently think are immaterial, may also impair our business operations or financial results. In addition to the information contained in this proxy statement, you should carefully consider the following risk factors before you decide whether to vote or instruct your vote to be cast to approve the asset acquisition proposal. If any of the events described below actually occurs, the business of Platinum post acquisition of TEC’s assets and financial results could be adversely affected in a material way. This could cause the trading price of our common stock to decline, perhaps significantly, and therefore, you may lose all or part of your investment.

Since Tandem, TEC’s parent entity, was a publicly-traded shell corporation, our acquisition all of the assets and substantially all liabilities of TEC may subject us to successor liability for the shell corporation’s known and unknown liabilities.

Tandem was originally incorporated in Nevada as Las Vegas Major League Sports, Inc. (“LVMS”) on July 22, 1993 with the plan of engaging in certain business activities associated with the Canadian Football League. In April 1994, it completed an initial public offering and began trading under the symbol LVTD. In 1996, LVMS filed for bankruptcy protection and ceased being a reporting company and also ceased operations and was considered to be a “shell” corporation. In 1998, LVMS changed its name to Pacific Medical Group, Inc. (“Pacific Medical Group”) in connection with a share exchange transaction with a privately-held company whose business plan was to engage in the manufacture and sale of medical products. To our knowledge, that business was unsuccessful and, again, the company ceased operations and was considered to be a “shell” corporation. In February, 2005, Pacific Medical Group changed its name to Tandem Energy Holdings, Inc. and changed its trading symbol to TDYH.PK. In June, 2005, Tandem Energy Corporation became a wholly-owned subsidiary of Tandem Energy Holdings, Inc.

The risks and uncertainties involved in our proposed acquisition of all of the assets and substantially all liabilities of TEC include that we may be deemed to be a successor to Tandem, TEC’s parent, and thus subject to the existing liabilities, including undisclosed liabilities, of the prior shell corporations arising out of the their prior business operations, financial activities and equity dealings. These risks and uncertainties are greater when a corporation is used as a shell vehicle more than once, such as Tandem. There is a risk of litigation by third parties or governmental investigations or proceedings. Some potential claims against Tandem that have been identified to date include the following:

• Tandem has been informed of a claim of ownership of 2.7 million shares of Tandem common stock. Such claim could result in a successor liability claim against Platinum upon consummation of the asset acquisition. These shares are not included in the outstanding shares of Tandem.

• Messrs. Jack and Rex Chambers are the subjects of an Order of Permanent Injunction resulting from proceedings instituted against them in 1984 by the Securities and Exchange Commission. The Order enjoins Messrs. Chambers from, directly or indirectly, engaging in the sale or offer for sale of securities in the form of fractional undivided interests in oil or gas leases of Chambers Oil and Gas or any other security without a registration statement being in effect or an exemption from registration otherwise being available. To the extent a court were to conclude that the asset acquisition constitutes the sale of securities by Messrs. Chambers in violation of the Order of Permanent Injunction, Platinum potentially could be subject to a successor liability claim to the extent that any liability was imposed upon Tandem as a result.

• The Securities and Exchange Commission has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after a business combination, would act

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as an “underwriter” under the Securities Act when reselling the securities of a blank check company. Accordingly, the Securities and Exchange Commission believes that those securities can be resold only through a registered offering. Claims may be made that certain persons who have sold shares of Tandem common stock may have been considered promoters or affiliates of Tandem and thus may have sold shares in violation of this position. In that event, Platinum potentially could be subject to a successor liability claim to the extent that any liability was imposed upon Tandem as a result.

• Lance Duncan played a key role in connection with the acquisition by Tandem of the stock of TEC and the assets of Shamrock as described more fully in the section entitled “Business of TEC —  Overview.” It is possible that a court could determine that Mr. Duncan acted as an unlicensed broker-dealer in connection with such transactions. In that event, Platinum potentially could be subject to a successor liability claim to the extent that any liability was imposed upon Tandem as a result.

• Tandem has been unsuccessful in its efforts to locate corporate records and other material agreements and documents relating to itself and its predecessors in name for periods prior to mid-March 2005. As a result, no assurance can be given that certain actions taken with respect to Tandem were authorized by the necessary corporate action on the part of Tandem’s board of directors and its shareholders. Further, no assurance can be given that additional shares had not been issued by Tandem’s predecessors in name and that therefore Tandem’s current capitalization is accurate. If theoretically all of 50,000,000 authorized shares of common stock of Pacific Medical Group (Tandem’s immediate predecessor in name) were issued and outstanding, there would be an additional 83,678 shares (post 1: 500 stock split) of Tandem common stock currently outstanding and Platinum could be subject to a successor liability claim for up to approximately $212,000 to the extent that the holders of the additional shares do not receive their full proportion of the Platinum Common Stock distributed to shareholders upon the liquidation and dissolution of Tandem. Platinum potentially also could be subject to substantially higher successor liability claims for other actions of the predecessors to Tandem’s current management that were not properly authorized and implemented, including any shares that Messrs. Ronald G. Williams or Lyle Mortensen may claim to have acquired in connection with the acquisition of Pacific Medical Group that were not disclosed to Tandem and thus not presently reflected in the shares currently outstanding.

• Prior to its acquisition of TEC, Mr. Williams claims to have acquired control of Pacific Medical Group from Mr. John Karlsson. Tandem has also been unsuccessful in its efforts to obtain documentation relating to such acquisition and, as such, has not been able to determine the amount or percentage of the outstanding shares of Pacific Medical Group that Mr. Williams acquired. Platinum could be subject to potential successor liability claims to the extent that Mr. Williams did not properly acquire control of Pacific Medical Group and did not have proper authority to enter into the transactions with TEC.

We will not receive a legal opinion relating to Tandem’s capitalization or corporate actions in connection with the closing of the asset acquisition. Given the uncertainty regarding Tandem’s prior corporate history, the lack of corporate documentation, claims of share ownership and other related concerns, Tandem’s legal counsel is unwilling to render such an opinion. Accordingly, we will not have a legal opinion to support the representations and warranties of Tandem contained in the asset acquisition agreement regarding these matters.

Our stockholders may have securities law claims against us for rescission or damages.

In our IPO prospectus we disclosed that our directors and officers may purchase shares of Platinum common stock as part of the IPO or thereafter in the open market, although, at the time, they had no intention to do so. Such disclosure did not indicate the intent, purpose or effect of any such purchases, nor did it explicitly state that private purchases may be made. In this proxy statement under “Transactions by Platinum Officers and Directors and their Affiliates,” we disclose that certain of our officers and directors and/or their affiliates have entered into Rule 10b5-1 trading plans to purchase Platinum common stock or warrants and have indicated an intention to engage in permissible public market purchases, as well as private purchases, including block purchases, of Platinum securities, in each case at any time prior to the special meeting during

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a period when they are not aware of any material nonpublic information regarding Platinum and that such private purchases may take into consideration whether the prospective seller has indicated an intention to vote against the asset acquisition proposal. Our officers and directors, or their affiliates, intend to vote all of such shares acquired by them in favor of the asset acquisition proposal.

The purchases of common stock by our officers and directors or their affiliates will impact the stockholder vote in favor of the asset acquisition proposal. In open market purchases, our officers and directors or their affiliates may be purchasing common stock from stockholders who (unknown to such purchasers) may have otherwise voted against the asset acquisition proposal. In private transactions with large block holders, our affiliates will be purchasing common stock from stockholders who may have intended to vote against the asset acquisition proposal. Further, these block holders may, together, own more than 20% of the outstanding shares of Platinum common stock issued in the IPO or 2,880,000 shares. Accordingly, such purchases make it more likely — but not assured – that: (i) a majority of shares will be voted in favor of the asset acquisition proposal, and (ii) that the 20% threshold of stockholders that must exercise their conversion rights in order to defeat the asset acquisition proposal and cause the liquidation of the Company would not be reached.

To the extent a court was to find that the failure of our IPO prospectus to disclose the intent, purpose or effect of any such purchases constitutes a material omission for securities laws purposes, our stockholders may have securities law claims against us for rescission (under which a successful claimant would have the right to receive the total amount paid for his or her shares, plus interest and less any income earned on the shares, in exchange for surrender of the shares) or damages (compensation for loss on an investment caused by alleged material misrepresentations or omissions in the sale of the security). Such claims might entitle plaintiff stockholders to up to $8.00 per share of common stock, based on the initial offering price of the public units comprised of stock and warrants, less any amount received from the sale of the original warrants purchased with the stock and plus interest from the date of our IPO. A successful claimant for damages under federal or state law could be awarded an amount to compensate for the decrease in value of his or her shares caused by the alleged violation (including, possibly, punitive damages), together with interest, while retaining the shares.

The volatility of oil and natural gas prices due to factors beyond TEC’s control greatly affects its profitability.

TEC’s revenues, operating results, profitability, future rate of growth and the carrying value of TEC’s oil and natural gas properties depend primarily upon the prevailing prices for oil and natural gas. Historically, oil and natural gas prices have been volatile and are subject to fluctuations in response to changes in supply and demand, market uncertainty and a variety of additional factors that are beyond TEC’s control. Historically, oil and natural gas prices have been volatile and are subject to fluctuations in response to changes in supply and demand, market uncertainty and a variety of additional factors that are beyond TEC’s control. Any significant decline in the price of oil and natural gas or any other unfavorable market conditions could have a material adverse effect on TEC’s operations, financial condition and level of expenditures for the development of its oil and natural gas reserves, and may result in write downs of TEC’s investments as a result of TEC’s use of the full cost accounting method.

Prices for natural gas and crude oil fluctuate widely. These fluctuations in oil and natural gas prices may result from relatively minor changes in the supply of and demand for oil and natural gas, market uncertainty and other factors that are beyond TEC’s control, including:

• worldwide and domestic supplies of oil and natural gas;

• weather conditions;

• the level of consumer demand;

• the price and availability of alternative fuels;

• the availability of drilling rigs and completion equipment;

• the proximity to, and capacity of transportation facilities;

• the price and level of foreign imports;

• the nature and extent of domestic and foreign governmental regulation and taxation;

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• the ability of the members of the Organization of Petroleum Exporting Countries to agree to and maintain oil price and production controls;

• worldwide economic and political conditions;

• the effect of worldwide energy conservation measures;

• political instability or armed conflict in oil-producing regions; and

• the overall economic environment.

These factors and the volatility of the energy markets make it extremely difficult to predict future oil and natural gas price movements with any certainty. Declines in oil and natural gas prices would not only reduce revenue, but could reduce the amount of oil and natural gas that TEC can produce economically and, as a result, could have a material adverse effect on its financial condition, results of operations and reserves.

TEC’s ability to sell its crude oil and natural gas production could be materially harmed by failure to obtain adequate services such as transportation and processing.

The sale of crude oil and natural gas production depends on a number of factors beyond TEC’s control, including the availability, proximity and capacity of pipelines, natural gas gathering systems and processing facilities. Any significant change in market factors affecting these infrastructure facilities or TEC’s failure to obtain these services on acceptable terms could materially harm its business. TEC delivers crude oil and natural gas through gathering systems and pipelines that TEC does not own. These facilities may be temporarily unavailable due to market conditions or mechanical reasons or may become unavailable in the future.

TEC’s proved reserves will generally decline as reserves are produced and as such, success will depend on acquiring or finding additional reserves.

TEC’s future success depends upon its ability to find, develop or acquire additional oil and natural gas reserves that are economically recoverable. According to reports of proved reserves prepared as of December 31, 2006 by Williamson Petroleum Consultants, independent petroleum engineers, TEC’s proved reserves will decline at a rate of 10% per year as reserves are produced and, except to the extent that TEC conducts successful exploration or development activities or acquires properties containing proved reserves, or both, such reserves will continue to decline. To increase reserves and production, TEC must commence drilling, workover or acquisition activities. There can be no assurance, however, that TEC will have sufficient resources to undertake these actions, that TEC’s drilling and workover projects or other replacement activities will result in significant additional reserves or that TEC will have success drilling productive wells at low finding and development costs. Furthermore, although TEC’s revenues may increase if prevailing oil and natural gas prices increase significantly, TEC’s finding costs for additional reserves may also increase.

Approximately 65% of Tandem’s proved reserves are classified as proved undeveloped.

Approximately 65% of Tandem’s reserves are classified as proved undeveloped reserves. The future development of these undeveloped reserves into proved developed reserves is highly dependent upon the Company’s ability to fund estimated total capital development cost of approximately $40.9 million, of which $12.5 million, $19.6 million and $8.8 million are expected to be incurred in 2007, 2008 and 2009, respectively. If such development costs are not incurred or are substantially reduced, Tandem’s proved undeveloped and total proved reserves could be substantially reduced. The reduction in such reserves could have a materially negative impact on Tandem’s ability to produce profitable future operations. The successful conversion of these proved undeveloped reserves into proved developed reserves is dependent upon the following:

• The funding of the estimated proved undeveloped capital development costs is highly dependent upon Tandem’s ability to generate sufficient working capital through operating cash flows, and its ability to borrow funds and/or raise equity capital.

• Tandem’s ability to generate sufficient operating cash flows is highly dependent upon successful and profitable future operations and cash flows which could be negatively impacted by fluctuating oil and gas prices and increased operating costs. No assurance can be given that Tandem will have successful and profitable future operations and positive future cash flows.

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• Tandem’s ability to borrow funds in the future is dependent upon the terms of future loan agreements, borrowing base calculations and other lending and operating conditions. No assurance can be given that Tandem will be able to secure future borrowings at competitive borrowing rates and conditions, if at all.

• Tandem’s ability to secure equity funding is dependent upon a number of factors including Tandem’s profitable operations and cash flows, capital market conditions and general economic conditions. No assurance can be given that Tandem will be able to secure adequate equity funding.

• Tandem’s ability to secure related oilfield equipment and services on a timely and competitive basis. Presently, there is great demand for and often extensive delays in securing oilfield equipment and services at any price. No assurance can be given that the requisite oilfield equipment and services can be secured in a timely and competitive manner.

• Projections for proved undeveloped reserves are largely based on their analogy to similar producing properties and to volumetric calculations. Reserves projections based on analogy are subject to change due to subsequent changes in the analogous properties. Volumetric calculations are often based upon limited log and/or core analysis data and incomplete reservoir fluid and formation rock data. Since these limited data must frequently be extrapolated over an assumed drainage area, subsequent production performance trends or material balance calculations may cause the need for significant revisions to the estimates of reserves.

Estimates of oil and natural gas depend on many assumptions that may vary substantially from actual production.

There are numerous uncertainties inherent in estimating quantities of proved reserves and in projecting future rates of production and timing of expenditures, including many factors beyond TEC’s control. The reserve information relating to proved reserves set forth in this proxy statement represents only estimates based on reports of proved reserves prepared as of December 31, 2006 by Williamson Petroleum Consultants, independent petroleum engineers. Williamson Petroleum Consultants was not engaged to evaluate and prepare reports relating to the probable reserves on TEC properties and interests as these are more uncertain than evaluations of proved reserves. Petroleum engineering is not an exact science. Information relating to the TEC’s proved oil and natural gas reserves is based upon engineering estimates. Estimating quantities of proved crude oil and natural gas reserves is a complex process. It requires interpretations of available technical data and various assumptions, including assumptions relating to economic factors. Any significant inaccuracies in these interpretations or assumptions or changes of conditions could cause the quantities of TEC’s reserves to be overstated.

To prepare estimates of economically recoverable crude oil and natural gas reserves and future net cash flows, engineers analyze many variable factors, such as historical production from the area compared with production rates from other producing areas. It is also necessary to analyze available geological, geophysical, production and engineering data, and the extent, quality and reliability of this data can vary. The process also involves economic assumptions relating to commodity prices, production costs, severance and excise taxes, capital expenditures and workover and remedial costs. For these reasons, estimates of the economically recoverable quantities of oil and natural gas attributable to any particular group of properties, classifications of such reserves based on risk of recovery and estimates of the future net cash flows expected therefrom prepared by different engineers or by the same engineers at different times may vary substantially. Actual production, revenues and expenditures with respect to TEC’s reserves will likely vary from estimates, and such variations may be material.

TEC’s operations entail inherent casualty risks which may not be covered by adequate insurance.

TEC must continually acquire, explore and develop new oil and natural gas reserves to replace those produced and sold. TEC’s hydrocarbon reserves and revenues will decline if it is not successful in its drilling, acquisition or exploration activities. Although TEC has historically maintained its reserve base primarily through successful E&P operations, future efforts may not be similarly successful. Casualty risks and other operating risks could cause reserves and revenues to decline.

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TEC’s operations are subject to inherent casualty risks such as fires, blowouts, cratering and explosions. Other risks include pollution, the uncontrollable flows of oil, natural gas, brine or well fluids. These risks may result in injury or loss of life, suspension of operations, environmental damage or property and equipment damage, all of which would cause TEC to experience substantial financial loss.

TEC’s drilling operations involve risks from high pressures and from mechanical difficulties such as stuck pipes, collapsed casings and separated cables. In accordance with customary industry practice, TEC maintains insurance against some, but not all, of these risks. There can be no assurance that any insurance will be adequate to cover any losses or liabilities. TEC cannot predict the continued availability of insurance, or its availability at premium levels that justify its purchase. In addition, TEC may be liable for environmental damages caused by previous owners of properties purchased by TEC, which liabilities would not be covered by TEC’s insurance. TEC is currently unaware of any material liability it may have for environmental damages caused by previous owners of properties purchased by TEC.

Many of TEC’s wells produce at very low production rates while producing waste water many times that rate.

Many of TEC’s wells produce at production rates as low as one boe per day and produce waste water at many times the rate of production. Even a modest decrease in oil and gas prices may render these wells uneconomic to produce, when compared to wells which produce at higher rates. Consequently, these uneconomic wells could cause a downward revision in TEC’s oil and gas reserves.

TEC’s operations also entail significant operating risks.

TEC’s drilling activities involve risks, such as drilling non-productive wells or dry holes, which are beyond its control. The cost of drilling and operating wells and of installing production facilities and pipelines is uncertain. Cost overruns are common risks that often make a project uneconomical. The decision to purchase and to exploit a property depends on the evaluations made by reserve engineers, the results of which are often inconclusive or subject to multiple interpretations. TEC may also decide to reduce or cease its drilling operations due to title problems, weather conditions, noncompliance with governmental requirements or shortages and delays in the delivery or availability of equipment or fabrication yards.

TEC’s future operating results could be negatively impacted by increases in costs from third party service providers.

TEC’s future operating results are dependent upon its ability to secure competitive and timely third party oilfield services. Generally, the demand for and cost of oilfield services is directly related to oil and gas commodity prices and the number of skilled oilfield laborers in the area. Presently, in TEC’s area of operations, there are a limited number of third party services providers, a limited amount of oilfield service equipment, and a limited number of skilled oilfield laborers. In addition, many third party service providers are committed to providing oilfield services to entities that have much greater financial resources and oilfield demand than TEC. These conditions could significantly increase Tandem’s cost of third party services and have a negative impact on its ability to secure oilfield services on a timely basis. No assurance can be given that TEC’s future operations will not be further negatively impacted by its inability to secure third party services at competitive prices.

TEC’s operations are subject to various governmental regulations that require compliance that can be burdensome and expensive.

TEC’s oil and natural gas operations are subject to extensive federal, state and local governmental regulations that may be changed from time to time in response to economic and political conditions. Matters subject to regulation relate to the general population’s health and safety and are associated with compliance and permitting obligations including regulations related to discharge from drilling operations, use, storage, handling, emission and disposal, drilling bonds, reports concerning operations, the spacing of wells, unitization and pooling of properties and taxation. From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of oil and natural gas wells below actual production capacity to conserve supplies of oil and natural gas. In addition, the production, handling, storage, transportation and disposal of oil and natural gas, by-products thereof and other substances and materials produced or used in connection with oil and natural gas operations are subject to regulation under federal,

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state and local laws and regulations primarily relating to protection of human health and the environment. These laws and regulations have continually imposed increasingly strict requirements for water and air pollution control and solid waste management, and compliance with these laws may cause delays in the additional drilling and development of TEC’s properties. Significant expenditures may be required to comply with governmental laws and regulations applicable to TEC. TEC believes the trend of more expansive and stricter environmental legislation and regulations will continue. While historically TEC has not experienced any material adverse effect from regulatory delays, there can be no assurance that such delays will not occur in the future.

TEC’s method of accounting for investments in oil and natural gas properties may result in impairment of asset value, which could affect TEC’s stockholder equity and net profit or loss.

TEC follows the full cost method of accounting for its crude oil and natural gas properties. Under this method, all direct costs and certain directly related internal costs associated with acquisition of properties and successful, as well as unsuccessful, exploration and development activities are capitalized. Depreciation, depletion and amortization of capitalized crude oil and natural gas properties and estimated future development costs, excluding unproved properties, are based on the unit-of-production method based on proved developed reserves. Net capitalized costs of crude and natural gas properties, as adjusted for asset retirement obligations, net of salvage value, are limited, by country, to the lower of unamortized cost or the cost ceiling, defined as the sum of the present value of estimated future net revenues from proved reserves based on unescalated prices discounted at 10%, plus the cost of properties not being amortized, if any, plus the lower of cost or estimated fair value of unproved properties included in the costs being amortized, if any, less related income taxes. Excess costs are charged to proved property impairment expense. No gain or loss is recognized upon sale or disposition of crude oil and natural gas properties, except in unusual circumstances.

Properties that TEC acquires may not produce as projected, and TEC may be unable to identify liabilities associated with the properties or obtain protection from sellers against them.

As part of its business strategy, TEC continually seeks acquisitions of oil and gas properties. The successful acquisition of oil and natural gas properties requires assessment of many factors, which are inherently inexact and may be inaccurate, including the following:

• future oil and natural gas prices;

• the amount of recoverable reserves;

• future operating costs;

• future development costs;

• failure of titles to properties;

• costs and timing of plugging and abandoning wells; and

• potential environmental and other liabilities.

TEC’s assessment will not necessarily reveal all existing or potential problems, nor will it permit TEC to become familiar enough with the properties to assess fully their capabilities and deficiencies. With respect to properties on which there is current production, TEC may not inspect every well location, every potential well location, or pipeline in the course of its due diligence. Inspections may not reveal structural and environmental problems such as pipeline corrosion or groundwater contamination. TEC may not be able to obtain or recover on contractual indemnities from the seller for liabilities that it created. TEC may be required to assume the risk of the physical condition of the properties in addition to the risk that the properties may not perform in accordance with TEC’s expectations.

Changes in technology may render TEC’s products or services obsolete.

The oil and gas E&P industry is substantially affected by rapid and significant changes in technology. These changes may render certain existing energy sources, such as oil and gas, and certain services and technologies currently used obsolete. We cannot assure you that the technologies used by or relied upon by TEC will not be subject to such obsolescence. While we may attempt to adapt and apply the services TEC

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provides to newer technologies, we cannot assure you that we will have sufficient resources to fund these changes or that these changes will ultimately prove successful.

Oil and gas drilling and producing operations can be hazardous and may expose us to environmental liabilities.

TEC’s oil and gas operations will subject us to many risks, including well blowouts, cratering and explosions, pipe failure, fires, formations with abnormal pressures, uncontrollable flows of oil, natural gas, brine or well fluids, and other environmental hazards and risks. If any of these risks occurs, we could sustain substantial losses as a result of:

• injury or loss of life;

• severe damage to or destruction of property, natural resources and equipment;

• pollution or other environmental damage;

• clean-up responsibilities;

• regulatory investigations and penalties; and

• suspension of operations.

Our liability for environmental hazards could include those created either by the previous owners of properties that we purchase or lease or by acquired companies prior to the date we acquire them. We expect to maintain insurance against some, but not all, of the risks described above. Our insurance may not be adequate to cover casualty losses or liabilities. Also, we may not be able to obtain insurance at premium levels that justify its purchase.

TEC depends on key personnel to execute its business plans.

The loss of any key executives or any other key personnel could have a material adverse effect on TEC’s operations. TEC depends on the efforts and skills of its key executives and personnel. Moreover, as TEC continues to grow its asset base and the scope of its operations, future profitability will depend on TEC’s ability to attract and retain qualified personnel. Mr. Tim Culp, TEC’s current President and Chief Executive Officer, will become a member of Platinum’s board of directors but will not be an officer of Platinum or its operating subsidiary after the asset acquisition and we cannot predict the effect this will have on the management of operations.

Hedging activities may prevent TEC from benefiting from price increases and may expose it to other risks.

Hedging is a strategy that can help a company to mitigate the volatility of oil and gas prices by limiting its losses if oil and gas prices decline; however, this strategy may also limit the potential gains that a company could realize if oil and gas prices increase. From time to time, TEC uses derivative instruments (primarily collars and price swaps) to hedge the impact of market fluctuations on natural gas and crude oil prices and net income and cash flow. To the extent that TEC engages in hedging activities, it may be prevented from realizing the benefits of price increases above the levels of the hedges. Hedging activities are subject to risks associated with differences in prices at different locations, particularly where transportation constraints restrict a producer’s ability to deliver oil and gas volumes to the delivery point to which the hedging transaction is indexed. Additionally, hedging strategies are normally more effective with companies with a certain volume of production, and the current production levels of Tandem may not be sufficient to be able to employ a meaningful hedging strategy. Tandem did not designate any of its currently open commodity derivatives as cash flow hedges; therefore, all changes in the fair value of these contracts prior to maturity, plus any realized gains or losses at maturity, are recorded as other income (expense) in Tandem’s statements of operations. Certain “costless collars” executed in June 2005 were employed to protect Tandem and its creditors from exposure to lower oil and gas prices. However, in conjunction with that protection, Tandem periodically incurred settlement losses associated with the ceiling component of such hedges when gas prices spiked in late 2005 and oil prices spiked in mid 2006. For the year ended December 31, 2006, Tandem reported a $3.3 million net gain on derivatives, consisting of a $3.5 million gain related to changes in mark-to-market valuations and a $0.2 million cash charge for settled contracts. For the year ended December 31, 2005, the net

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loss on derivatives was $5.2 million, consisting of a $4.7 million non-cash charge related to changes in mark-to-market valuations and a $0.5 million cash charge for settled contracts.

Terrorist activities and military and other actions could adversely affect TEC’s business.

Terrorist attacks and the threat of terrorist attacks, whether domestic or foreign, as well as the military or other actions taken in response to these acts, cause instability in the global financial and energy markets. The United States government has issued public warnings that indicate that energy assets might be specific targets of terrorist organizations. These actions could adversely affect TEC, in unpredictable ways, including the disruption of fuel supplies and markets, increased volatility in crude oil and natural gas prices, or the possibility that the infrastructure on which TEC relies could be a direct target or an indirect casualty of an act of terror.

Our officers and directors are now and may in the future become affiliated with entities engaged in business activities similar to those of TEC and, following the consummation of the asset acquisition, of Platinum and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Our officers and directors are not required to commit their full time to our affairs prior to the consummation of a business combination. Consequently, all of our officers and directors are engaged in other business endeavors and certain members of management are, and will likely in the future become, affiliated with entities engaged in the oil and gas exploration and production industry or other business activities similar to those of TEC and, following the consummation of the asset acquisition, of Platinum. For example, Mr. Barry Kostiner, our chief executive officer and a director of the Company, and Mr. Jim Dorman, our executive vice president, are principals in KD Resources, LLC, a privately-owned Delaware limited liability company that purchased certain oil and gas properties in Texas in May 2007. In the course of their current and/or future activities, our officers and directors may become aware of business or investment opportunities which may be appropriate for presentation to us as well as the other entities with which they are or may become affiliated. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

• the corporation could financially undertake the opportunity;

• the opportunity is within the corporation’s line of business; and

• it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

As a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our board of directors evaluates a particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the above mentioned conflicts will be resolved in our favor. For a description of management’s current affiliations, see “Directors and Executive Officers of Platinum Following the Consummation of the Asset Acquisition.”

Risks Related to the Asset Acquisition

Platinum’s stockholders will experience immediate dilution as a consequence of the issuance of shares of Platinum common stock to TEC as consideration in the asset acquisition.

As a consequence of the issuance of approximately eight million shares of Platinum common stock in consideration for the acquisition of the assets of TEC, Platinum stockholders will experience immediate dilution with TEC (and, subsequent to the contemplated liquidation of TEC and Tandem, the ultimate stockholders of Tandem) owning 30% of the outstanding shares of common stock of Platinum immediately after the closing. Additionally, the control persons of TEC, namely, Mr. Tim Culp, Mr. Michael G. Cunningham, Mr. Jack Chambers and Mr. Todd Yocham, will, in the aggregate hold approximately 23% of the outstanding shares of common stock of Platinum immediately after the closing with Mr. Culp, alone, holding approximately 10%.

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Shares of Platinum common stock issued in connection with the acquisition will be subject to all of the risks associated with Platinum as combined with the assets of TEC.

TEC (and subsequent to the contemplated liquidation of TEC and Tandem, the ultimate stockholders of Tandem) which will be receiving shares of Platinum common stock in connection with the acquisition, will be subject to all of the risks associated with ownership of stock in a public company and with investment in shares of Platinum which will include TEC’s assets upon consummation of the acquisition.

Our working capital will be reduced if Platinum stockholders exercise their right to convert their shares into cash. This would reduce our cash reserve after the asset acquisition.

Pursuant to our certificate of incorporation, holders of shares issued in our IPO may vote against the asset acquisition and demand that we convert their shares, as of the record date, into a pro rata share of the trust account where a substantial portion of the net proceeds of the IPO are held. We and TEC will not consummate the asset acquisition if holders of 2,880,000 or more shares of common stock issued in our IPO exercise these conversion rights. To the extent the asset acquisition is consummated and holders have demanded to so convert their shares, there will be a corresponding reduction in the amount of funds available to the combined company following the asset acquisition. As of October __, 2007, the record date, assuming the asset acquisition proposal is adopted, the maximum amount of funds that could be disbursed to our stockholders upon the exercise of their conversion rights is approximately $       , or approximately 20% of the funds then held in the trust account.

Our current directors and executive officers have interests in the asset acquisition that are different from yours because if the asset acquisition is not approved the securities held by them will become worthless.

In considering the recommendation of our board of directors to vote for the proposal to adopt the asset acquisition agreement, you should be aware that members of our board are parties to agreements or arrangements that provide them with interests that differ from, or are in addition to, those of our stockholders generally. Our executives and directors are not entitled to receive any of the net proceeds of our IPO that may be distributed upon our liquidation with respect to the 3,600,000 shares of Platinum common stock owned by them prior to our IPO. Therefore, if the asset acquisition asset acquisition is not approved and we are forced to liquidate, these shares held by our officers and directors will be worthless.

If the contemplated benefits of the asset acquisition do not meet the expectations of financial or industry analysts, the market price of Platinum’s common stock may decline.

The market price of Platinum common stock may decline as a result of the asset acquisition if:

• Platinum does not achieve the perceived benefits of the asset acquisition as rapidly as, or to the extent anticipated by, financial or industry analysts; and

• the effect of the asset acquisition on Platinum’s financial results is not consistent with the expectations of the financial or industry analysts.

Accordingly, investors may experience a loss as a result of a decreasing stock price and Platinum may not be able to raise future capital easily, if necessary, in the equity markets.

Platinum expects to incur significant costs associated with the asset acquisition, whether or not the asset acquisition is consummated which costs will reduce the amount of cash available to be used for other corporate purposes.

Platinum expects to incur significant costs associated with the asset acquisition, whether or not the asset acquisition is consummated. The incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes.

As a result of the asset acquisition, Platinum stockholders will be solely dependent on a single business.

As a result of the asset acquisition, Platinum stockholders will be solely dependent upon the performance of TEC and its oil and gas business. TEC will remain subject to a number of risks that relate generally to the oil and gas E&P industry and other risks. See “Risks Related to Our Business and Operations Following the Consummation of the Asset Acquisition with TEC” beginning on page 27.

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Failure to consummate the asset acquisition could negatively impact the market price of Platinum common stock and operating results.

If the asset acquisition is not consummated for any reason, Platinum may be subject to a number of material risks including:

• the market price of Platinum common stock may decline to the extent that the current market price of its common stock reflects a market assumption that the asset acquisition will be consummated; and

• costs related to the asset acquisition, such as legal and accounting fees and a portion of the costs of the fairness opinion, must be paid even if the asset acquisition is not consummated.

Platinum may be unable to attract and retain key management personnel and other employees in the oil and gas E&P industry, which may negatively affect the effectiveness of Platinum’s management and results of operations.

Platinum’s success depends to a significant extent upon the abilities and efforts of its management team. Platinum’s success will depend upon its ability to hire and retain key members of its management team. The loss of any of these individuals could adversely affect its business prospects and financial condition. Difficulty in hiring and retaining personnel could adversely affect its results of operations.

Risks Related to Not Consummating the Asset Acquisition

If we are unable to complete the asset acquisition with TEC, we will not have enough time to negotiate and consummate another business combination and will be required to liquidate. In a liquidation, holders of our shares purchased in the IPO will receive less than the $8.00 per unit IPO offering price.

If we are unable to complete the asset acquisition with TEC, we will not have enough time to negotiate and consummate another business combination. We will therefore be forced to liquidate our assets. If we are unable to complete a business combination and are forced to liquidate our assets, the per-share liquidation distribution will be less than the $8.00 per unit price that purchasers paid in our IPO because of the expenses of our IPO and our general and administrative expenses.

There are significant obstacles to completing the asset acquisition with TEC and we cannot assure you that the deal will be consummated.

The asset acquisition agreement that we entered into with TEC contains numerous conditions to closing, some or all of which we may not be able to satisfy, or are beyond our control. First, a majority of the shares of Platinum common stock issued in our IPO must vote in favor of the asset acquisition proposal; provided however, that if the holders of 20% or more of the shares of the common stock issued in the IPO vote against the asset acquisition and demand that Platinum convert their shares into a pro rata portion of Platinum’s trust account (as permitted by our certificate of incorporation), then the asset acquisition will not be consummated. There are other conditions contained in our agreement, including, among others:

• complying with the agreements, covenants and conditions set forth in the asset acquisition agreement; and

• subject to certain exceptions, the continued accuracy of our representations and warranties in the asset acquisition agreement.

We cannot be certain that we will obtain the necessary stockholder approval or that 20% or more of the holders of the IPO shares will not vote against the acquisition and opt to convert their shares, or that we and TEC will satisfy other closing conditions. Accordingly, we may be unable to complete the TEC asset acquisition in a timely manner and be forced to liquidate.

If we do not consummate the asset acquisition with TEC by October 28, 2007 and are forced to dissolve and liquidate, payments from the trust account to our public stockholders may be delayed.

If we do not consummate the asset acquisition with TEC by October 28, 2007 we will dissolve and liquidate. We anticipate that, promptly following a termination of the asset acquisition agreement with TEC, our board of directors would adopt a specific plan of dissolution and liquidation. Pursuant to the terms of our

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certificate of incorporation, only holders of shares issued in our IPO will be entitled to receive liquidating distributions. Shares issued to Platinum’s initial stockholders prior to the IPO will not be entitled to receive any liquidating distributions. The plan of dissolution would be submitted to stockholders for approval. The submission of the plan for approval by the stockholders would require the filing of a proxy statement with the SEC. Depending on whether the SEC decided to review the proxy statement (over which we have no control and cannot predict), the process from the adoption of the plan of dissolution and liquidation by the board until completion of the plan and distribution of funds to the stockholders may take up to two to four months or possibly even longer.

We expect that all costs associated with the implementation and completion of our plan of dissolution and liquidation will be funded by any remaining net assets not held in the trust account. As there are currently no net assets remaining not held in the trust account, we anticipate that our management will be required to advance us the funds necessary to complete such dissolution and liquidation (currently anticipated to be no more than approximately $50,000).

We will not liquidate the trust account unless and until our stockholders approve our plan of dissolution and liquidation. Accordingly, the foregoing procedures may result in substantial delays in our liquidation and the distribution to our public stockholders of the funds in our trust account and any remaining net assets as part of our plan of dissolution and liquidation.

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them.

If we are unable to consummate the asset acquisition with TEC by October 28, 2007, we will dissolve and liquidate pursuant to Section 275 of the Delaware General Corporation Law. Under Sections 280 through 282 of the Delaware General Corporation Law, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. Pursuant to Section 280, if the corporation complies with certain procedures intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. Although we will seek stockholder approval to liquidate the trust account to our public stockholders as part of our plan of dissolution and liquidation, we will seek to conclude this process as soon as possible and as a result do not intend to comply with those procedures. Accordingly, our stockholders could potentially be liable for any claims to the extent of distributions received by them in a dissolution and any liability of our stockholders may extend beyond the third anniversary of such dissolution. As of June 30, 2007, Platinum’s accounts payable and accrued expenses were approximately $1,636,000, including the following obligations:

Sills Cummis Epstein & Gross P.C. (Platinum’s legal counsel)	$	947,000
Marcum & Kliegman LLP (Platinum’s registered public accountants)	$	330,000
JTL Enterprises (Platinum’s accountant)	$	74,000

None of the named vendors has executed any waivers of any rights, title, interest or claim of any kind or to any monies held in the trust account, nor has any of such vendors agreed to defer payment of any obligations owed to them. Platinum has performed an analysis of the current vendors and given their familiarity with the histories of the parties and the evolution of the transaction, management of Platinum has determined that it is in the best interests of its stockholders to remain with the current vendors. Mark Nordlicht, our chairman of the board, and Barry Kostiner, our chief executive officer and a member of the board of directors of Platinum have agreed to indemnify Platinum against losses, liabilities, claims, damages and expenses incurred as a result of any claim by any vendor who is owed money by Platinum for services or products to the extent necessary to ensure that such losses, liabilities, claims, damages or expenses do not reduce the amount in the trust fund in the event of liquidation. Notwithstanding such agreements, Platinum is unable to predict the future personal financial circumstances of Messrs. Nordlicht and Kostiner and, as such, there is no assurance that they will be able to satisfy such claims.

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Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders in our dissolution could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders in our dissolution.

In the event that 20% or more of the holders of shares of Platinum common stock issued in its IPO decide to vote against the asset acquisition, Platinum will be forced to liquidate, stockholders may receive less than what they paid for their shares on a per share basis and the warrants may expire worthless.

Under the terms of Platinum’s certificate of incorporation if 20% of more of the shares issued in Platinum IPO decide to vote against the asset acquisition and opt to convert their shares to cash, Platinum will be unable to consummate the asset acquisition and will be forced to liquidate. In any liquidation, the net proceeds of Platinum’s IPO held in the trust account, plus any interest earned thereon, will be distributed pro rata to the stockholders of Platinum common stock issued in its IPO. If Platinum is forced to liquidate its assets, the per-share liquidation to such stockholders will be approximately $7.32, plus interest accrued thereon until the date of any liquidation. Furthermore, there will be no distribution with respect to Platinum’s outstanding warrants and, accordingly, the warrants will expire worthless.

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FORWARD-LOOKING STATEMENTS

We believe that some of the information in this proxy statement constitutes forward-looking statements within the definition of the Private Securities Litigation Reform Act of 1995. However, the safe-harbor provisions of that act do not apply to statements made in this proxy statement. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intends,” and “continue” or similar words. You should read statements that contain these words carefully because they:

• discuss future expectations;

• contain projections of future results of operations or financial condition; or

• state other “forward-looking” information.

We believe it is important to communicate our expectations to our stockholders. However, there may be events in the future that we are not able to predict accurately or over which we have no control. The risk factors and cautionary language discussed in this proxy statement provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us or TEC in such forward-looking statements, including among other things:

• the number and percentage of our stockholders voting against the asset acquisition proposal and seeking conversion;

• outcomes of government reviews, inquiries, investigations and related litigation;

• continued compliance with government regulations;

• legislation or regulatory environments, requirements or changes adversely affecting the business in which TEC is engaged;

• fluctuations in customer demand;

• management of rapid growth;

• general economic conditions;

• TEC’s business strategy and plans;

• the actual quantities of TEC’s reserves of oil and natural gas;

• the future levels of production of oil and natural gas by TEC;

• future prices of and demand for oil and natural gas;

• the results of TEC’s future exploration, development and exploitation activities;

• future operating and development costs of TEC’s oil and natural gas properties; and

• the results of future financing efforts.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement.

All forward-looking statements included herein attributable to any of us, TEC or any person acting on either party’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, Platinum and TEC undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

Before you grant your proxy or instruct how your vote should be cast or vote on the adoption of the asset acquisition agreement, you should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement could have a material adverse effect on Platinum and/or TEC.

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SPECIAL MEETING OF PLATINUM STOCKHOLDERS

General

We are furnishing this proxy statement to Platinum stockholders as part of the solicitation of proxies by our board of directors for use at the special meeting of Platinum stockholders to be held on October   , 2007, and at any adjournment or postponement thereof. This proxy statement is first being furnished to our stockholders on or about October   , 2007 in connection with the vote on the proposed asset acquisition. This document provides you with the information you need to know to be able to vote or instruct your vote to be cast at the special meeting of stockholders.

Date, Time and Place

The special meeting of stockholders will be held on October   , 2007, at 10:00 a.m., eastern time at the offices of Sills Cummis Epstein & Gross P.C., One Rockefeller Plaza, New York, New York 10020.

Purpose of the Platinum Special Meeting

At the special meeting, we are asking holders of Platinum common stock to:

• approve and authorize the asset acquisition agreement and the transactions contemplated thereby (asset acquisition proposal);

• approve and authorize an amendment to our certificate of incorporation to delete the preamble and sections A through D, inclusive, of Article Sixth from the certificate of incorporation from and after the closing of the asset acquisition, as these provisions will no longer be applicable to us (amendment proposal);

• approve and authorize the Platinum Energy Resources, Inc. 2006 Long-Term Incentive Compensation Plan (incentive compensation plan proposal).

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.

Recommendation of Platinum Board of Directors

Platinum’s board of directors:

• has unanimously determined that the asset acquisition proposal, the amendment proposal and the incentive compensation plan proposal is fair to and in the best interests of us and our stockholders; and

• has unanimously approved the asset acquisition proposal, the amendment proposal and the incentive compensation plan proposal; and

• unanimously recommends that our common stockholders vote “FOR” the asset acquisition proposal; and

• unanimously recommends that our common stockholders vote “FOR” the proposal to approve and authorize the amendment to our certificate of incorporation; and

• unanimously recommends that our common stockholders vote “FOR” the proposal to approve and authorize the incentive compensation plan.

Record Date; Who Is Entitled to Vote

We have fixed the close of business on October   , 2007, as the “record date” for determining Platinum’s stockholders entitled to notice of and to attend and vote at the special meeting of stockholders. As of the close of business on October   , 2007, there were 18,000,000 shares of our common stock outstanding and entitled to vote. Each share of our common stock is entitled to one vote per share at the special meeting.

Pursuant to agreements with us, 3,600,000 shares of our common stock acquired by our initial stockholders prior to our IPO will be voted on the asset acquisition proposal in accordance with the majority of the

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votes cast at the special meeting. Our initial stockholders are free to vote the shares acquired in the IPO or afterwards on the asset acquisition proposal as they see fit, and are free to vote all of their common stock, whenever obtained, on the other proposals as they see fit. Messrs. Nordlicht and Kostiner and their affiliates have made additional purchases of Platinum securities since the IPO. Mr. Kostiner has purchased shares of Platinum common stock pursuant to the terms of a trading plan established in compliance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (a “Rule 10b5-1 Trading Plan”) and an affiliate of Mr. Kostiner has purchased common stock and warrants pursuant to Rule 10b5-1 Trading Plans. Mr. Kostiner has also purchased warrants in the open market. Mr. Nordlicht has purchased shares of Platinum common stock in the open market. The open market purchases made by Mr. Kostiner and Mr. Nordlicht were made on a discretionary basis. The Company does not believe that Messrs. Kostiner or Nordlicht were aware of any material non-public information regarding Platinum at the time of such purchases. However, to the extent that a court were to conclude that Mr. Kostiner or Mr. Nordlicht did possess material non-public information regarding Platinum at the time of their respective open market purchases of securities of Platinum, Mr. Kostiner or Mr. Nordlicht could be subject to claims of insider trading violations. Officers and directors of Platinum and/or their affiliates may enter into one or more new Rule 10b5-1 trading plans to purchase Platinum common stock or warrants and may engage in permissible public market purchases, as well as private purchases, of Platinum securities, in each case at any time prior to the special meeting during a period when they are not aware of any material nonpublic information regarding Platinum. Such private purchases may take into consideration whether the prospective seller has indicated an intention to vote against the acquisition proposal. Any shares of common stock purchased privately after the record date would likely be conditioned upon obtaining from the selling shareholder: (i) a proxy to vote the shares at the special meeting, or (ii) if the seller has already voted the shares against the acquisition proposal, a new proxy card changing seller’s vote to one in favor of the acquisition proposal. Each of the officers and directors have advised that they would vote all shares so purchased in favor of the acquisition and the other proposals to be presented at the special meeting of stockholders. See the section entitled “Beneficial Ownership of Platinum Securities” beginning on page 144. Platinum’s issued and outstanding warrants do not have voting rights and record holders of Platinum warrants will not be entitled to vote at the special meeting.

Quorum

The presence, in person or by proxy, of a majority of all of the outstanding shares of common stock constitutes a quorum at the special meeting.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to shares held in “street name” that are returned to us but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters. If you do not give the broker voting instructions, under the rules of the NASD, your broker may not vote your shares on the asset acquisition proposal, the amendment proposal and the incentive compensation plan proposal. Since a stockholder must affirmatively vote against the asset acquisition proposal to have conversion rights individuals who fail to vote or who abstain from voting may not exercise their conversion rights. Beneficial holders of shares held in “street name” that are voted against the asset acquisition may exercise their conversion rights. See “Special Meeting of Platinum Stockholders —  Conversion Rights” on page 43.

Vote of Our Stockholders Required

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 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.

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Abstentions and shares not entitled to vote because of a broker non-vote will have the same effect as a vote against these proposals. Abstentions are deemed entitled to vote on the proposals. Therefore, they have the same effect as a vote against the proposal. Broker non-votes are not deemed entitled to vote on the proposals and will have no effect on the vote on the asset acquisition proposal or the incentive compensation plan proposal but will have the effect of a vote “AGAINST” the amendment proposal.

For both the amendment proposal and the incentive compensation plan proposal to be implemented, the asset acquisition proposal must be approved by the stockholders.

Voting Your Shares

Each share of Platinum common stock that you own in your name entitles you to one vote. Your proxy card shows the number of shares of our common stock that you own.

There are two ways to vote your shares of Platinum common stock at the special meeting:

• You can vote by signing and returning the enclosed proxy card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by our board “FOR” the adoption of the asset acquisition proposal, the amendment proposal and the incentive compensation plan proposal.

• You can attend the special meeting and vote in person. We will give you a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares.

IF YOU DO NOT VOTE YOUR SHARES OF PLATINUM COMMON STOCK IN ANY OF THE WAYS DESCRIBED ABOVE, IT WILL HAVE NO EFFECT ON THE ASSET ACQUISITION PROPOSAL BUT ALSO WILL NOT HAVE THE EFFECT OF A DEMAND FOR CONVERSION OF YOUR SHARES INTO A PRO RATA SHARE OF THE TRUST ACCOUNT IN WHICH A SUBSTANTIAL PORTION OF THE PROCEEDS OF OUR IPO ARE HELD.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

• you may send another proxy card with a later date;

• you may notify Mark Nordlicht, our chairman, or Barry Kostiner, our chief executive officer, in writing before the special meeting that you have revoked your proxy; or

• you may attend the special meeting, revoke your proxy, and vote in person, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your shares of our common stock, you may call, Morrow & Co., Inc., our proxy solicitors, at 800-607-0088, or Mark Nordlicht, our chairman, or Barry Kostiner, our chief executive officer, at (212) 581-2401.

No Additional Matters May Be Presented at the Special Meeting

This special meeting of stockholders has been called only to consider the proposals described herein. Under our by-laws, other than procedural matters incident to the conduct of the meeting, no other matters may be considered at the special meeting if they are not included in the notice of the meeting.

Conversion Rights

Any of our stockholders holding shares of Platinum common stock issued in our IPO who votes against the asset acquisition proposal may, at the same time, demand that we convert his or her shares into a pro rata portion of the trust account. If demand is made and the asset acquisition is consummated, we will convert these shares into a pro rata portion of funds held in a trust account plus interest.

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The closing price of our common stock on October   , 2007, the record date, was $       and the per share, pro rata cash held in the trust account on that date was approximately $       . If a Platinum stockholder would have elected to exercise their conversion rights on such date, then they would have been entitled to receive approximately $       per share, or $       less than the per unit offering price of $       for which the Platinum stockholder purchased units of the IPO. Prior to exercising conversion rights, our stockholders should verify the market price of our 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 if the market price per share is higher than the conversion price.

If the holders of at least 2,880,000 or more shares of common stock issued in our IPO (an amount equal to 20% or more of those shares), vote against the proposed asset acquisition and demand conversion of their shares, we will not be able to consummate the asset acquisition.

If you exercise your conversion rights, then you will be exchanging your shares of our common stock for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you continue to hold those shares through the consummation of the asset acquisition and then tender your stock certificate to us. If you hold the shares in street name, you will need to coordinate with your broker to have your shares certificated.

Liquidation of Platinum

If we do not consummate the asset acquisition with TEC by October 28, 2007, we will dissolve and liquidate. We anticipate that, promptly following such date, our board would adopt a specific plan of dissolution and liquidation pursuant to the provisions of the Delaware General Corporation Law. Pursuant to the terms of our certificate of incorporation, only holders of shares issued in our IPO will be entitled to receive liquidating distributions. Shares issued to Platinum’s initial stockholders prior to the IPO will not be entitled to receive any liquidating distributions. The plan of dissolution would be submitted to stockholders for approval. The submission of the plan for approval by the stockholders would require the filing of a proxy statement with the SEC which could be subject to review by the SEC. As such, the process from the adoption of the plan of dissolution and liquidation by the board until completion of the plan and distribution of funds to the stockholders could take up to two to four months or possibly even longer.

We will not liquidate the trust account unless and until our stockholders approve our plan of dissolution and liquidation. Accordingly, the foregoing procedures may result in substantial delays in our liquidation and the distribution to our public stockholders of the funds in our trust account and any remaining net assets as part of our plan of dissolution and liquidation.

Under Sections 280 through 282 of the Delaware General Corporation Law, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. Pursuant to Section 280, if the corporation complies with certain procedures intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. Although we will seek stockholder approval to liquidate the trust account to our public stockholders as part of our plan of dissolution and liquidation, we will seek to conclude this process as soon as possible and as a result do not intend to comply with those procedures. Accordingly, our stockholders could potentially be liable for any claims to the extent of distributions received by them in a dissolution and any liability of our stockholders may extend beyond the third anniversary of such dissolution. Mark Nordlicht, our chairman of the board, and Barry Kostiner, our chief executive officer and a member of the board of directors of Platinum have agreed to indemnify Platinum against losses, liabilities, claims, damages and expenses incurred as a result of any claim by a vendor who is owed money by Platinum for services or products to the extent necessary to ensure that such losses, liabilities, claims, damages or expenses do not reduce the amount in the trust fund in the event of liquidation. Notwithstanding such agreements, Platinum is unable to predict the future personal financial circumstances of Messrs. Nordlicht and Kostiner and, as such, there is no assurance that they will be able to

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satisfy such claims. None of Platinum’s vendors has executed any waivers of any rights, title, interest or claim of any kind or to any monies held in the trust account, nor has any of such vendors agreed to defer payment of any obligations owed to them. Platinum has performed an analysis of the current vendors and given their familiarity with the histories of the parties and the evolution of the transaction, management of Platinum has determined that it is in the best interests of its stockholders to remain with the current vendors.

Appraisal Rights

Stockholders of Platinum do not have appraisal rights in connection the asset acquisition under the DGCL.

Proxy Solicitation Costs

We are soliciting proxies on behalf of our board of directors. This solicitation is being made by mail but also may be made by telephone or in person. We and our directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means.

In addition, we have retained Morrow & Co., Inc., to aid in the solicitation of proxies. We will pay Morrow & Co. a fee of $27,500 and reimbursement for certain costs and out-of-pocket expenses incurred by them in connection with their services.

We will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. We will reimburse them for their reasonable expenses.

Stock Ownership

At the close of business on the record date, Mark Nordlicht, Barry Kostiner, William C. Glass, Richard Geyser, James H. Dorman and Jim L. Troxel and their affiliates beneficially owned and were entitled to vote    shares, or    % of Platinum’s outstanding shares of common stock. This amount includes 3,600,000 shares that were acquired prior to Platinum’s IPO. Mr. Nordlicht is currently the chairman of our board of directors, Mr. Kostiner is currently our chief executive officer and a director, Mr. Glass is currently our president and a director, Messrs. Dorman and Troxel are currently executive vice presidents and Mr. Geyser is currently vice president. Our initial stockholders (which includes: Messrs. Kostiner, Glass, Geyser, Dorman and Troxel; an affiliate of Mr. Nordlicht; and two directors who have since resigned from their positions with the Company), who acquired prior to our IPO a total of 3,600,000 shares, or 20% of the outstanding shares of Platinum common stock on the record date, have agreed to vote such shares on the asset acquisition proposal in accordance with the majority of the votes cast by the holders of shares issued in our IPO. These stockholders have also placed their shares acquired prior to the IPO in escrow until October 24, 2008. They are entitled, however, to vote the shares acquired by them in or subsequent to the IPO as they see fit and have indicated that they will vote those shares in favor of the asset acquisition proposal, the amendment proposal and the incentive plan proposal.

Transactions by Platinum Officers and Directors or their Affiliates

Our initial stockholders, including our officers and directors, acquired a total of 3,600,000 shares of Platinum common stock prior to our IPO, or 20% of the outstanding shares of Platinum common stock. These stockholders have agreed to vote such shares on the asset acquisition proposal in accordance with the majority of the votes cast by the holders of shares issued in our IPO. In our IPO prospectus, we disclosed that our directors and officers may purchase shares of Platinum common stock as part of the IPO or thereafter in the open market, although, at the time, they had no intention to do so. Our IPO prospectus also disclosed that, if officers or directors did purchase shares, they would be free to vote them on a business combination, such as the asset acquisition proposal, as they so chose. Our certificate of incorporation states that each stockholder who votes against a business combination, such as the asset acquisition proposal, has the right to convert his or her shares into the cash value of the trust account upon consummation of such combination, and that, to the extent stockholders holding 20% or more of the shares issued in our IPO exercise such right, the Company will not consummate the business combination and will liquidate.

Certain of our officers and directors and/or their affiliates have entered into Rule 10b5-1 trading plans to purchase Platinum common stock or warrants and have indicated an intention to engage in permissible public

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market purchases, as well as private purchases, including block purchases, of Platinum securities, in each case at any time prior to the special meeting during a period when they are not aware of any material nonpublic information regarding Platinum. Such private purchases may take into consideration whether the prospective seller has indicated an intention to vote against the asset acquisition proposal. Although, as of the date hereof, we are unaware of the intention of any stockholder to vote against the asset acquisition proposal, it is possible that some or all of the large stockholders of the Company may have intentions vote against the asset acquisition proposal. The six largest stockholders of the Company (other than officers or directors of the Company) hold in the aggregate approximately 50% of the outstanding shares of common stock of the Company. See “Beneficial Ownership of Platinum Securities.” To the extent that we become aware of any stockholders who have voted against or indicated an intention to vote against the asset acquisition proposal, the officers and directors of Platinum and/or their affiliates may approach such stockholders with the intention to purchase their shares. Any shares of common stock so purchased privately after the record date would likely be conditioned upon obtaining from the selling shareholder: (i) a proxy to vote the shares at the special meeting, or (ii) if the seller has already voted the shares against the asset acquisition proposal, a new proxy card changing seller’s vote to one in favor of the asset acquisition proposal. Each of the officers and directors have advised that they would vote all shares so purchased in favor of the acquisition and the other proposals to be presented at the special meeting of stockholders.

As described in the Section entitled “Reasons for the Asset Acquisition” and elsewhere in this proxy statement, Platinum management believes that the asset acquisition is in the best interests of Platinum stockholders. Notwithstanding, Platinum stockholders considering whether to vote for the asset acquisition proposal, or to vote against the asset acquisition proposal and elect to convert their shares into cash, should consider the following factors:

(1) Effect on Price. The market price of Platinum common stock will likely increase solely as a result of purchases by our officers and directors or their affiliates. You should not rely on the market price of our common stock in considering whether to vote for or against the asset acquisition proposal. Your decision should be based on the merits of the proposed asset acquisition as disclosed in this proxy statement.

(2) Management Conflicts of Interests. As described in our IPO prospectus and in our other filings with the SEC, our officers and directors have significant conflicts of interests in connection with the vote on the asset acquisition proposal. As of the record date, our officers and directors and there affiliates own, in the aggregate, approximately ____ shares of common stock, or ___% of the Company’s outstanding common stock, 3,600,000 shares of which were acquired prior to the Company’s IPO, and _____ warrants to purchase common stock. If the asset acquisition proposal is not consummated, Platinum will dissolve and liquidate. Our officers and directors who acquired their Platinum common stock prior to our IPO have waived their rights to participate in any liquidation distribution with respect to shares of common stock owned by them immediately prior to the IPO. Further, there will be no distribution from the trust account with respect to Platinum’s warrants. Accordingly, all of the warrants, including those held by our officers and directors or their affiliates, will become worthless in the event of a liquidation.

(3) Effect on Vote, 20% Provision and Redemption Rights. The purchases of common stock by our officers and directors or their affiliates, all of whom intend to vote in favor of the asset acquisition proposal, will impact the stockholder vote in favor of the asset acquisition proposal. In open market purchases, our officers and directors or their affiliates may be purchasing common stock from stockholders who (unknown to such purchasers) may have otherwise voted against the asset acquisition proposal. In private transactions with large block holders, our affiliates will be purchasing common stock from stockholders who may have intended to vote against the asset acquisition proposal. Further, these block holders may, together, own more than 20% of the outstanding shares issued in the IPO. Accordingly, such purchases make it more likely — but not assured — that: (i) a majority of shares will be voted in favor of the asset acquisition proposal, and (ii) the 20% threshold of stockholders that must exercise their conversion rights in order to defeat the asset acquisition proposal and cause the liquidation of the Company would not be reached. Platinum stockholders voting

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against the proposed acquisition proposal will still have the right to convert their shares into their pro rata portion of the trust account at the consummation of the acquisition.

Platinum Fairness Opinion

Pursuant to an engagement letter dated February 8, 2006, we engaged C. K. Cooper & Company, Inc. (“C. K. Cooper”), after first contacting the firm on January 16, 2006 with regard to such engagement, to render an opinion that our original proposed merger transaction with TEC’s parent, Tandem Energy Holdings, Inc. on the terms and conditions set forth in the original merger agreement was fair to our stockholders, from a financial point of view, and that the fair market value of Tandem was at least equal to 80% of our net assets. C. K. Cooper delivered its fairness opinion to the Platinum board at it meeting on March 20, 2006.

C. K. Cooper is an investment banking firm that, as part of its investment banking business, regularly is engaged in the evaluation of businesses and their securities in connection with mergers, acquisitions, corporate restructurings, private placements, and for other purposes. Our board of directors determined to use the services of C. K. Cooper because it is a recognized investment banking firm that has substantial experience in similar matters. Mr. Nordlicht, Chairman of Platinum, was contacted by a representative of C. K. Cooper by telephone some time in 2004 in an unsolicited business call regarding possible transactions in which Mr. Nordlicht might be interested. As a result of such introduction, Mr. Nordlicht was familiar with C. K. Cooper and, on this basis, considered the firm and raised it to the board for consideration in connection with the fairness evaluation contemplated for the transaction with Tandem. None of the assets owned by Tandem, including TEC and Shamrock, were ever mentioned to Mr. Nordlicht by C. K. Cooper in any contacts between them prior to the engagement of C. K. Cooper. The engagement letter provided that we would pay C. K. Cooper a fee of $80,000, of which $50,000 was paid with the remaining balance due upon consummation of the transaction as previously structured together with the reimbursement of C. K. Cooper for its reasonable out-of-pocket expenses, including attorneys’ fees. As the transaction as previously structured was not consummated, the $30,000 balance of the fee due to C. K. Cooper was not payable. Upon restructuring of the transaction, C. K. Cooper was engaged to revisit their original fairness opinion in light of the terms of the restructured transaction. On October 3, 2006, we executed a new engagement letter with C. K. Cooper. The engagement letter provides that we pay a fee of $50,000, of which $25,000 was paid upon execution of the engagement letter and $25,000 will be paid upon the closing of the asset acquisition. As the $30,000 balance relating to the original fairness opinion was not payable, upon consummation of the asset acquisition, C. K. Cooper will have been paid an aggregate of $100,000. We have also agreed to customary indemnification obligations for liabilities, including liabilities under federal securities laws, arising out of or relating to C. K. Cooper’s engagement unless such liabilities result from C. K. Cooper’s gross negligence or willful misconduct. It is the position of the SEC that indemnification for liabilities arising under federal securities laws is against public policy and, therefore, may be unenforceable.

On October 3, 2006, C. K. Cooper delivered its verbal opinion to our board of directors which stated that, as of that date, and based upon and subject to the assumptions made, matters considered, and limitations on its review as set forth in the opinion, (i) the consideration to be paid by us in the asset acquisition is fair, from a financial point of view, to our stockholders and (ii) the fair market value of TEC’s assets is at least equal to 80% of our net assets. The amount of such consideration was determined pursuant to negotiations between us and TEC and not pursuant to recommendations of C. K. Cooper. The full text of C. K. Cooper’s written opinion, attached hereto as Annex D, is incorporated by reference into this proxy statement. You are urged to read the C. K. Cooper opinion carefully and in its entirety for a description of the assumptions made, matters considered, procedures followed and limitations on the review undertaken by C. K. Cooper in rendering its opinion. The summary of the C. K. Cooper opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of the opinion. C. K. Cooper’s opinion does not constitute a recommendation to any of our stockholders as to how such stockholders should vote with respect to the asset acquisition proposal and the transactions contemplated thereby.

THE ASSET ACQUISITION PROPOSAL

The discussion in this document of the asset acquisition proposal and the principal terms of the asset acquisition agreement, dated as of October 4, 2006 as amended, by and among Platinum, TEC, Acquisition

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Sub and certain affiliates of TEC is subject to, and is qualified in its entirety by reference to, the asset acquisition agreement. A copy of the asset acquisition agreement is attached as Annex A to this proxy statement and is incorporated in this proxy statement by reference.

General Description of the Asset Acquisition

Pursuant to the asset acquisition agreement, Acquisition Sub, a wholly-owned subsidiary of Platinum, will acquire all of the assets and assume substantially all of the liabilities of TEC including, without limitation, approximately $42 million of TEC’s debt which will be retired at the closing. The acquisition will also include the name, Tandem Energy Corporation, to which the name of Acquisition Sub will be changed after consummation of the asset acquisition. In exchange for its assets, TEC will receive $60 million in shares of common stock of Platinum calculated in accordance with the terms of the asset acquisition agreement.

Background of the Asset Acquisition

Platinum was formed on April 25, 2005 to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business in the global oil and gas exploration and production business. Platinum completed its IPO on October 28, 2005 raising net proceeds of $106,472,000. Of these net proceeds, $105,408,000 were placed in a trust account immediately following the IPO and, in accordance with Platinum’s certificate of incorporation, will be released either upon the consummation of a business combination, such as the acquisition of all of the assets and substantially all of the liabilities of TEC, or upon the liquidation of Platinum. Platinum must liquidate unless it has consummated a business combination by April 28, 2007 or, if a letter of intent, agreement in principle or definitive agreement is executed, but not consummated by April 28, 2007, then by October 28, 2007. As of June 30, 2007, $111,044,966 was held in deposit in the trust account.

Promptly following our IPO, we contacted several investment bankers, private equity firms, consulting firms, legal and accounting firms and other firms specializing in our target industry, as well as current and former senior executives of energy companies with whom we have worked in the past. Through these efforts, we identified and reviewed information with respect to more than 40 business combination opportunities. We entered into confidentiality, standstill and exclusivity agreements with respect to many of these opportunities.

By December, 2005, we had entered into substantive discussions with eight companies, including discussions regarding the type and amount of consideration to be provided relative to a potential transaction. In addition to Tandem Energy Holdings, Inc., TEC’s parent (“Tandem”), three of these companies were provided with a preliminary letter of intent, which included specific proposed target consideration. Following further discussions, the managements of two of the companies determined not to proceed further with discussions with us as we were unable to agree on valuation, we could not provide them with their requested deposit and they were concerned about the uncertainty and time delays associated with our obtaining stockholder approval. The third opportunity involved the potential acquisition of a working interest in offshore oil and gas leases off the coast of a highly regulated state. The opportunity was in essence a financial investment rather than an operational one and involved additional risks and capital costs inherent to offshore drilling enterprises. TEC, in comparison, is an independent operating entity that already has an infrastructure, management team and its own drilling rigs which management of Platinum views as more suited to serving as a platform for future growth. Management of Platinum believes that its stated long term goals of building a substantial company through both internal development and external acquisitions would not best be achieved through this third opportunity at least not at that time. As such, on January 17, 2006, we determined not to proceed with this third opportunity, due to our belief that, although attractive, the opportunity was not appropriate for us at that time as it would not serve as a broad and solid platform for future growth. Although the members of the board were generally kept apprised of the progress and status of various potential target candidates, none of these proposals were formally presented to our board of directors for consideration. The third opportunity may be reconsidered following the asset acquisition.

On December 9, 2005, Mark Nordlicht, Chairman of Platinum, was introduced by Mr. Howard Crosby to Mr. Lance Duncan, an individual who had previously made an unsuccessful attempt to purchase the assets of Shamrock Energy Corporation (“Shamrock”) and TEC (the businesses that were eventually rolled up into Tandem), and who, with the permission of management of Tandem, continued to seek financing to purchase the controlling interest in Tandem. Mr. Duncan knew Mr. Tim Culp, one of the stockholders of TEC, and

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Mr. Jack Chambers, who along with Mr. Tim Culp and his brother, Dyke Culp, comprised all of the stockholders of Shamrock, prior to the roll up of these companies into Tandem, as a consequence of his dealings with these parties in his prior purchase attempt. Although to our knowledge Mr. Duncan currently has interests in Mark III Energy Holdings, LLC and BHB Operating, Inc., entities recently formed to engage in the oil and gas business, Mr. Duncan had been engaged in the residential construction business prior to his acquisition discussions with Messrs. Tim and Dyke Culp and Chambers regarding TEC and Shamrock, which was his first attempt to become involved in the oil and gas industry. See the section entitled “Business of TEC” beginning on page 110. Mr. Duncan was unable to consummate these acquisitions but continued his relationship with Messrs. Culp and Chambers and, in fact, was an officer and director of Tandem for a short time from mid-March 2005 through June 1, 2005.

Our Chairman, Mark Nordlicht, had become generally aware of the existence of Tandem and its operating subsidiary, TEC, on December 7, 2005, through Mr. Howard Crosby, a personal friend of Mr. Nordlicht for many years and an investor in small cap companies. On the previous evening, Mr. Crosby, a principal in two corporations which hold common stock of Tandem, had been introduced to Mr. Duncan, who was in New York seeking financing to acquire the controlling interest in Tandem, by Mr. William Ritger, an equity analyst who prepares research reports for small cap companies including Tandem and who is also a stockholder of Tandem. Mr. Crosby described Tandem to Mr. Nordlicht and advised him that he could obtain additional information about Tandem from Mr. Duncan. On that same day, Mr. Nordlicht contacted, Mr. Ritger to inquire about Tandem and about Mr. Duncan.

In light of Mr. Ritger’s work and the fact that he often invests in small cap companies and the fact that Mr. Nordlicht is manager of a hedge fund, Platinum Partners Value Arbitrage Fund, which also occasionally invests in small cap companies, the two men had occasion to meet a few years ago and have met on various occasions since their initial introduction. Mr. Ritger’s company, The Research Works, Inc., prepares and provides research and investor guidance and had been engaged by Tandem on April 6, 2005 to prepare certain research and stockholder promotional materials. Mr. Ritger’s company received compensation for such services rendered to Tandem in the form of 65,000 shares of Tandem common stock. A limited liability company, Seaside Partners, LLC, of which Mr. Ritger is a principal, also participated in a private placement of Tandem common stock in March 2005 in which that entity purchased 360,000 shares of common stock of Tandem at a purchase price of $1.00 per share.

Messrs. Nordlicht and Crosby are both stockholders and serve on the board of directors of Platinum Diversified Mining, Inc., a company which had its origins as a special purpose acquisition company (“PDMI”). Mr. Nordlicht also holds the position of Executive Chairman and Mr. Crosby also holds the position of Vice President of PDMI. Messrs. Nordlicht and Crosby first discussed possible involvement in a special purpose acquisition company in the mining sector on September 14, 2005 which was the first time Messrs. Nordlicht and Crosby had any discussions regarding any special purpose acquisition company or similar entity. Messrs. Nordlicht and Crosby are also both investors in Vivid Learning Systems, Inc. and White Mountain Titanium Corporation. Two companies of which Mr. Crosby is a principal, HHBC Corporation and Cork Investments, Inc., are stockholders of Tandem having purchased 10,000 and 15,000 shares of common stock of Tandem, respectively, at a purchase price of $1.00 per share in a private placement by Tandem offered in March 2005.

To Platinum’s knowledge, Messrs. Ritger and Crosby are personal friends but, other than both being stockholders of Tandem, they have no connections, associations or affiliations with one another. Mr. Nordlicht has never had any discussions with Mr. Ritger about becoming involved in a special purpose acquisition company.

Prior to discussions with Mr. Duncan in December, 2005, no member of the management team of Platinum had any pre-existing relationship or contact with Mr. Duncan or with any member of the management team of Tandem and TEC and, prior to Mr. Nordlicht’s discussions with Mr. Crosby on December 7, 2005, neither Mr. Nordlicht nor any other member of the management team of Platinum had any knowledge of Tandem and TEC’s assets.

On December 12, 2005, Platinum entered into a confidentiality agreement with Mr. Duncan, who had limited authority to disclose confidential information concerning Tandem to potential acquisition financing

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sources. We understand from management of Tandem that Mr. Duncan had previously met with them on November 12, 2005 in Tandem’s Midland, Texas offices and proposed to acquire the controlling interest in Tandem for his own account. Attending the meeting from Tandem were Mr. Tim G. Culp, President and Chief Executive Officer, Mr. Jack A. Chambers, Executive Vice President and Chief Operating Officer, Mr. Michael G. Cunningham, Senior, Vice President — Finance and Chief Financial Officer and Mr. Todd M. Yocham, Sr. Vice President — Engineering.

Based on Mr. Nordlicht’s discussions with Mr. Crosby, Mr. Nordlicht concluded that Tandem appeared to be an opportunity worthy of pursuit and, as such, a meeting was scheduled between James Dorman, Platinum’s Executive Vice President — Geology, and Mr. Duncan. The meeting took place on December 15, 2005 at a hotel in Houston, Texas. At that meeting, Mr. Duncan shared substantial confidential information with Mr. Dorman regarding TEC’s assets, operations and prospects.

On December 20, 2005, our Chief Executive Officer, Barry Kostiner, met with Mr. Duncan at the City Center Westin in Dallas, Texas. At that meeting, which lasted for about two hours, Mr. Duncan provided additional confidential information, including a report of proved reserves on TEC’s properties and interests prepared by Williamson Petroleum Consultants, Inc. During this period of time, Mr. Duncan also provided to us detailed information concerning the oil and gas reserves located in TEC’s properties, including TEC’s belief that the assets had greater potential for exploration and production.

We understand from Tandem’s management that Mr. Duncan met with members of Tandem’s management on December 28, 2005 and presented several proposals and term sheets from various financing sources, as well as a proposal from Platinum to purchase all of the outstanding common stock of Tandem. Although Platinum’s proposal involved the acquisition of Tandem by Platinum, rather than Mr. Duncan, via a merger, the offer provided, among other things, that Mr. Duncan would assume the position with Platinum of President of Midland Operations. After protracted discussions, members of Tandem’s management outlined for Mr. Duncan the principal terms of a proposed merger transaction for discussion with and consideration by Platinum management.

Subsequently, Mr. Kostiner advised Mr. Duncan of Platinum’s position regarding the basic terms of a proposed merger of Platinum and Tandem, including terms relating to the structure of the merger, the form and amount of consideration to be paid and related issues. In addition to the evaluation by Mr. Dorman of materials provided by Tandem of TEC’s assets and properties and of the report of proved reserves prepared by Williamson Petroleum Consultants, which were duly considered in the determination of the merger consideration, the merger consideration was determined based on Tandem’s belief regarding the greater potential in TEC’s assets for exploration and production and in Platinum’s analysis of TEC’s inventory of proved undeveloped drilling locations and significant behind pipe potential. The merger consideration in the aggregate amount of $102 million in cash, less the amount required to retire the indebtedness of Tandem and its subsidiaries of approximately $42 million, was arrived at through a valuation of price per boe rather than price per share. Management of Platinum believes that a purchase price of under $11 per proved boe is an attractive price based on, among other things, valuations of comparable companies and prices paid per boe in comparable transactions. The increase in the market price of crude oil in the months prior to these discussions, from a low of $56.50 in July 2005 to a high of $68.35 in January 2006, further justified the valuation placed on TEC’s assets at that time. Consequently, Platinum determined that $102 million was an attractive price irrespective of the then current market price of Tandem stock or the market price on June 8, 2005, the date that Tandem acquired the TEC assets as described in “Business of TEC — Overview.'' TEC management had placed a value of $78.2 million on TEC at that time based in part on a market price of Tandem common stock. Tandem valued the stock at $3.00 per share based on the trading price of Tandem common stock on the OTC Pink Sheets on the days leading up to June 8, 2005. Tandem did not acquire any additional significant assets between June 8, 2005 and the date the Platinum board approved the transaction with Tandem. However, there were potential conflicts of interest involved in connection with the establishment of the $78.2 million valuation referenced above. Some of the owners of TEC and Shamrock who were issued shares and notes from Tandem as consideration in connection with the June 8, 2005 roll up transaction also served as directors and officers of Tandem at the time the roll up transaction was negotiated and structured and were involved in determinations relating to the valuation of the assets, the nature of the consideration paid, and the assessment of the liabilities connected with the unknown and disputed capitalization and corporate actions of Tandem.

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On January 5, 2006, further discussions took place during which terms were discussed with the aim of executing a non-binding letter of intent; no letter of intent was ever executed, the parties having determined to proceed directly to a definitive merger agreement. The discussions included terms relating to an independent transaction whereby Mr. Duncan, individually, proposed to purchase certain oil and gas leases in Reagan County, Texas, from Mr. Steven James of Millennium Resources, which assets would later be sold to Platinum. No agreement was entered into in connection with this proposed transaction because Mr. Duncan was only willing to consummate the transaction following the consummation by Platinum of a business combination that satisfied the requirements of its charter, such as the proposed merger with Tandem. Mr. James informed Mr. Duncan that he had received another offer to purchase the assets that did not involve a significant time delay and, as such, determined to pursue that transaction. Mr. Nordlicht has no connection, direct or indirect, with Millennium Resources.

Subsequent to these discussions, Platinum delivered an extensive due diligence request, including a separate oil and gas due diligence request, to Tandem. In addition, an initial draft of a proposed merger agreement was circulated on January 9, 2006. Over the following weeks, revised drafts of the merger agreement were prepared in response to comments and suggestions of the parties and their legal counsel and other advisors, with management and counsel for both companies engaging in numerous telephonic conferences and negotiating sessions.

On January 16, 2006, Messrs. Nordlicht and Kostiner of Platinum met with Messrs. Culp, Chambers, Cunningham and Yocham of Tandem at the office’s of Tandem’s legal counsel, Snell, Wylie & Tibbals, in Dallas, Texas, together with their respective legal counsel to conduct due diligence and further negotiate the merger agreement.

During the week of January 16, 2006, Platinum also commenced due diligence investigations which included a detailed analysis of TEC’s oil and gas interests and title and environmental matters. Reports from legal counsel relating to the preliminary results of the due diligence investigations were distributed to the members of the board.

Also, during the week of January 16, 2006, Mr. Dorman engaged in protracted discussions with Mr. Yocham and Toben Scott, Vice President — Operations of TEC, who confirmed TEC’s belief of greater potential in the assets for exploration and production and reviewed with Mr. Dorman additional geological and engineering data.

On January 17, 2006, Tandem issued a press release announcing that it had entered into merger discussions with an unnamed third party.

Throughout the due diligence process and the negotiation of the merger agreement, Messrs. Kostiner and Nordlicht contacted the other Platinum directors on several occasions to discuss the transaction and to describe the status of the negotiations. Specifically, Mr. Kostiner spoke to each of the directors over the January 21, 2006 weekend to update them on the progress of the negotiations.

On January 24, 2006, a formal telephonic meeting of the board of directors of Platinum was convened to discuss the details of the merger agreement. Present on the call were all of the members of our board. Also present by invitation were, among others, Eliezer Helfgott and Michele Vaillant from Sills Cummis Epstein & Gross P.C., our general counsel, Kip Plankinton from Fulbright & Jaworski LLP, our oil and gas counsel, and Mr. Dorman. Prior to the meeting, copies of the most recent draft of the merger agreement were delivered to the directors. At the meeting, Mr. Helfgott discussed certain legal considerations relating to the board’s consideration of the proposed merger; Messrs. Nordlicht and Kostiner described the proposed merger and TEC’s business and prospects, and explained the rationale for the proposed merger; and Ms. Vaillant and Messrs. Plankinton and Dorman summarized the status of their respective due diligence investigations which had been described at length in preliminary reports distributed to the board. It was noted to the board that there was a provision in the merger agreement permitting Platinum to terminate the merger agreement in the event it was not satisfied with the results of its continued due diligence investigation although the parameters of this provision were still being negotiated. It was further noted to the board that Platinum intended to seek a fairness opinion relating to the transaction. After review and discussion, the merger agreement, including the merger consideration of $102 million, was unanimously approved, subject to final negotiations and modifications, and

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the board determined to recommend the approval and adoption of the merger agreement to Platinum’s stockholders. However, the board members requested that they be informed prior to execution of the merger agreement of the final resolution of the terms of the termination provision and certain other provisions.

On January 25, 2006, Mr. Kostiner contacted each board member separately to advise them of the final terms of the merger agreement. Each of the board members confirmed his approval to proceed with the transaction based upon the terms as finalized.

The merger agreement was executed on January 26, 2006 and, immediately thereafter, we issued a press release announcing the proposed merger. On February 1, 2006, we filed a Current Report on Form 8-K disclosing the execution of the merger agreement and describing the material terms and conditions of the merger agreement.

In connection with the execution of the merger agreement, Platinum entered into a letter agreement with Mr. Duncan pursuant to which Platinum agreed to pay Mr. Duncan a fee of $3.0 million at the consummation of the merger for services rendered in connection with the merger, including introduction of the parties, facilitation of the negotiations between the parties and release of all of Mr. Duncan’s and his affiliate’s claims to equity holdings in Tandem to the extent any existed as this was unclear at that time. Pursuant to the letter agreement, Platinum also agreed to issue to Mr. Duncan, over an 18-month period following the consummation of the merger, restricted shares of Platinum common stock valued at $5.0 million in consideration of future consulting services, including investigation of possible future acquisitions for the Company and, if warranted, introduction of the parties and facilitation of negotiations between the parties. The agreement contemplated that the shares to be issued to Mr. Duncan would be issued under our incentive compensation plan.

Subsequent to the announcement of the merger agreement, Platinum management made a number of similar presentations to existing and prospective Platinum shareholders, including one made at the Houston Country Club on May 23, 2006. Although no public announcement was made prior to each presentation, the contents of the presentations, including the one made at the Houston Country Club, were filed with the SEC on April 5, 2006, prior to the first such presentation. No material non-public information was provided at these presentations.

On June 30, 2006, the merger agreement was amended to extend to August 31, 2006 the date upon which either Platinum or TEC can terminate the merger agreement.

On July 31, 2006, the merger agreement was further amended to, among other things, provide for an escrow arrangement whereby at closing certain named stockholders of Tandem would deposit into escrow for a period of two years an aggregate of $5 million out of the merger consideration that they are otherwise to receive to support their indemnification obligations.

Subsequent to signing the merger agreement, Platinum commenced preparation of a preliminary proxy statement in connection with the solicitation of its stockholders for approval of the proposed merger. The preliminary proxy statement was submitted to the SEC for review and we have been proceeding with the regulatory review process. In addition, issues relating to Tandem’s corporate history have resulted in the commencement of litigation. See the section entitled “Business of TEC — Legal Proceedings” beginning on page 117 for a description of the pending legal proceedings.

As a result of obstacles to the merger, the management of both Platinum and Tandem determined to restructure the transaction as a purchase of all of the assets of TEC rather than the originally contemplated merger of Tandem with and into Platinum’s wholly-owned subsidiary, PER Acquisition Corp. A review of various legal issues relating to the restructuring of the transaction was undertaken and the managements of both Platinum and Tandem met in New York on September 18, 2006 to negotiate the terms of a restructured transaction. The parties agreed that, since TEC was Tandem’s only subsidiary and that the assets and operations of TEC were Tandem’s only assets and operations, the original consideration contemplated in the merger agreement continued to reflect a fair valuation of the assets subject to confirmation of this by Platinum’s financial advisor, C.K. Cooper. Based upon the discussions among the parties, it was determined, among other things, that Platinum would acquire all of the assets and assume substantially all of the liabilities of TEC, including approximately $42 million of debt of TEC which would be retired at closing, for $60 million in

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shares of common stock of Platinum. A draft asset acquisition agreement was circulated on or about September 25, 2006. Concurrently, Platinum revisited its due diligence conducted in connection with the proposed merger to focus attention on issues relating to transfer of assets. C.K. Cooper was contacted regarding the proposed restructuring and the need for an updated and revised fairness opinion. Review and negotiation of the draft asset acquisition agreement occurred in parallel with C.K. Cooper’s review and update of its initial fairness opinion.

On October 3, 2006, a formal telephonic meeting of the board of directors of Platinum was convened to discuss the restructured transaction, the members having previously received the final draft of the asset acquisition agreement. Present on the call were all of the members of our board and, by invitation, Eliezer Helfgott and Michele Vaillant from Sills Cummis Epstein & Gross P.C., our general counsel, and Adam Connor of C.K. Cooper. At the meeting, Mr. Helfgott described the transaction as restructured. Mr. Connor gave a presentation to the board of the review undertaken relating to the fairness determination and presented to the board C.K. Cooper’s opinion that the transaction and the consideration to be paid by Platinum to TEC for the acquisition of all of the assets and substantially all of the liabilities of TEC was fair to the Platinum stockholders from a financial point of view. After all of the presentations were completed, a discussion ensued regarding the matters described and, thereafter, the board unanimously approved the proposed asset acquisition with Mr. Sherry abstaining on the grounds that he had not been involved with the transaction from its inception and did not have the same familiarity with the issues as the other members of the board.

On October 4, 2006, the asset acquisition agreement was executed and, immediately thereafter, we issued a press release announcing the termination of the merger agreement and the execution of the asset acquisition agreement. On October 11, 2006, we filed a Current Report on Form 8-K disclosing the termination of the merger agreement and the execution of the asset acquisition agreement and the material terms and conditions of the proposed asset acquisition.

On October 26, 2006, Platinum entered into a formal agreement with Mr. Duncan that terminated the letter agreement and, concurrently, entered into a new agreement with Mr. Duncan acknowledging his role in introducing the parties and agreeing to pay him a fee of $3.0 million upon the consummation of the asset acquisition. Also, at this time the parties entered into a consulting agreement pursuant to which Mr. Duncan will provide consulting services including investigating and evaluating possible future acquisitions for Platinum. Under the terms of the consulting agreement, we have offered to Mr. Duncan, contingent upon the closing of the acquisition, a total of 714,286 shares of restricted common stock of Platinum to be issued in semi-annual installments over the eighteen-month term of the agreement beginning with the closing of the acquisition. This offer was made pursuant to an exemption from registration provided by Section 4(2) of the Securities Act. In the consulting agreement, Mr. Duncan represents that he is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act, that he is acquiring the shares for his own account for investment and not with a view toward distribution and that he acknowledges that the shares will be “restricted securities” that cannot be resold, except under certain circumstances permitted by the securities law.

On November 3, 2006, the board of directors of Platinum met to address, among other things, the acceptance of Mr. Sherry’s resignation from the board, a proposed share repurchase program and the recommendation to the stockholders regarding the approval and adoption of the asset acquisition agreement and the transactions contemplated thereby. At such meeting, the board unanimously approved a share repurchase program pursuant to which Platinum intends to repurchase, from time to time (in accordance with the terms of applicable federal and state securities laws and regulations including Rule 10b-18 of the Securities Exchange Act of 1934, as amended), in the open market, shares of common stock in an amount not to exceed $80 million (less any amounts used to pay stockholders who exercise their rights of conversion in connection with the vote on the asset acquisition proposal), exclusive of fees, commissions and any other related expenses. The board noted that we received a commitment letter from a bank, for $45 million in financing, and that, in the event we are able to consummate the financing, together with approximately $60 million of cash we will have available to us from the release of the funds in the trust account, we will have over $100 million to use for the proposed share repurchase program and other purposes. The Board determined to approve the share repurchase program because they believed that it would increase stockholder value and thus would be in the best interest of their stockholders. As approximately 8 million shares of Platinum common

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stock will be issued in the acquisition, the acquisition will be dilutive to existing Platinum earnings per share. In order to increase earnings per share following the acquisition, the Board determined that the best available use of the Company’s capital, including its cash, cash flow and borrowings, was to repurchase its shares. In making this determination, the Board considered, among other things, the availability and sources of capital, the Company’s growth strategy as well as the alternate uses for such funds. Further, the board determined to recommend the approval and adoption of the asset acquisition agreement and the transactions contemplated thereby to Platinum’s stockholders. Subsequent to the board meeting, the bank initially verbally indicated that it was willing to provide a new commitment letter on similar terms to Platinum given the fact that the original commitment letter was no longer applicable due to the restructuring of the proposed merger and the execution of the asset acquisition agreement. However, there have been no further discussions with the bank. In January 2007, the Company received a non binding summary of terms and conditions from financial institutions for up to a $75,000,000 revolving line of credit facility (initial borrowing base would be set at $38,000,000), subject to a borrowing base limitation and compliance with other debt covenants, which would be defined in a definitive agreement. No assurance can be given that either bank will enter into a definitive credit facility on terms satisfactory to Platinum, if at all.

On November 7, 2006, we filed a Registration Statement on Form S-4 pursuant to which the shares of Platinum common stock to be issued to TEC would be registered. On December 6, 2006, we executed an amendment to the asset acquisition agreement pursuant to which, among other things, it was agreed that the shares to be issued to TEC in the acquisition would be “restricted securities” under the federal securities laws and that following the transfer of such shares to Tandem, its sole stockholder, upon TEC’s dissolution, Platinum would register such shares of Platinum common stock for distribution to the stockholders of Tandem in connection with the contemplated dissolution of Tandem. On December 7, 2006 we withdrew the Registration Statement on Form S-4. See “The Asset Acquisition Agreement and Plan of Reorganization — Registration Rights.”

On March 28, 2007, the board of directors of Platinum met to discuss, among other things, the board’s decision to recommend the asset acquisition because updated information was available since its original approval of the transaction. The board was informed that the purchase price of $102 million was a 63% premium over the $62 million valuation that Tandem had itself placed on the same assets as of June 8, 2005. Tandem had, in fact, valued itself at $78.2 million as of June 8, 2005 not $62 million. As a result, the purchase price is a 30% premium over the valuation Tandem placed on its assets as of June 8, 2005, notwithstanding that Tandem had not acquired any additional significant assets in the interim.

As part of the board’s discussion, it took note of both positive and negative updated information regarding certain factors that were relevant to the June 8, 2005 valuation and the board’s original approval of the transaction. For instance, while the price of oil had risen by over 19% from $52.54 per boe on June 8, 2005 to $62.91 on March 26, 2007 offsetting a large portion of the 30% premium noted above, a new reserve report prepared by Williamson Petroleum Consultants indicated that the number of TEC’s proved reserves had declined from approximately 9.4 million boe as of December 31, 2005 to approximately 9.0 million boe as of December 31, 2006. In addition, primarily because of the change in the price of natural gas, the PV-10 valuation of Tandem had also dropped from approximately $201 million on December 31, 2005 to approximately $178 million on March 28, 2007 — still significantly higher than the $102 million purchase price however. The board further acknowledged that PV-10 valuations assume that Tandem will expend approximetaly $41 million in development costs over a three year period to obtain the boe production necessary to support the $178 million PV-10 valuation and that if such amounts were not expended Tandem would not be able to produce the proved reserves and would not be able to achieve the future net revenues described in the Williamson Reserve Report. Notwithstanding the decline in proved reserves and PV-10 valuation, the board’s analysis of the value of TEC’s assets and justification for the purchase price was based on price per boe. Even at the slightly lower amount of proved reserves, the purchase price to be paid by Platinum was $11.30 per boe, which the board believed still to be an attractive price.

When it initially approved the transaction with Tandem, the board took into consideration the uncertainties regarding the potential for unknown liabilities, disputed capitalization and poor corporate recordkeeping that often accompanies shell corporations. However, the board determined to proceed with the transaction based in part on the due diligence out and indemnification protections that were built into the original merger

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agreement. At the March 28, 2007 meeting, the board more specifically analyzed potential risks of successor liability claims relating to the ownership of shares of Tandem, TEC’s parent entity and a formerly publicly traded shell company, that were not factored into the June 8, 2005 valuation. The board learned that although there are still very few corporate records relating to the transfer and ownership of Tandem, only a single claim had been made against Tandem since the start of this transaction and it relates to a matter of what Platinum was aware at the start of this transaction. See “Business of Tandem — Legal Proceedings.” In addition, Platinum has received indemnification from the major shareholders of Tandem for, subject to certain limitations, any such potential liabilities facing Platinum arising from such claims, including the single claim made to date. Consequently, the board determined that the existence of any such potential liabilities did not have a significant impact on the current value of the TEC assets as compared to their value on June 8, 2005, and determined that risk of potential liabilities from such claims is outweighed by the merits of the transaction.

At the conclusion of the discussion and after weighing all of the updated information, the board determined that the basis and rationale for the transaction as described in “Reasons for the Asset Acquisition” continued to support the board’s decision to enter into the transaction and reaffirmed its recommendation to the Platinum stockholders to approve and adopt the asset acquisition agreement and the transactions contemplated thereby.

Reasons for the Asset Acquisition

Platinum conducted a due diligence review of TEC that included an industry analysis, an evaluation of TEC’s existing business model and the review of financial projections. During its negotiations with Tandem, Platinum received advice from its outside financial advisor, C.K. Cooper and Company, Inc.

The Platinum board of directors concluded that restructuring the transaction as an asset acquisition and entering into the asset acquisition agreement with TEC are in the best interests of Platinum’s stockholders. The Platinum board of directors considered a wide variety of factors in connection with its evaluation of the asset acquisition. In light of the complexity of those factors, the Platinum board of directors did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its decision. In addition, individual members of the Platinum board may have given different weight to different factors.

In its consideration of the restructured transaction and the asset acquisition agreement, the Platinum board of directors gave considerable weight to the following as positive factors, which factors it had previously considered in connection with the transaction as originally structured:

Potential for Future Growth

As part of our negotiations with Tandem initially and our review in connection with the restructuring of the transaction as an asset acquisition, prior to the execution of the asset acquisition agreement, management of Tandem indicated its belief of greater potential in the assets for exploration and production. Management of Tandem had informed us that they wanted to sell the company and that the primary objective of the roll up of TEC and the assets of Shamrock into TEC was to provide an exit strategy from the business for Mr. Culp. Further, management was constrained regarding capital expenditures by its already high debt level at approximately $44 million and was unwilling to obtain equity financing in light of the resultant dilutive effect and, as such, chose not make the necessary capital expenditures to pursue an aggressive business plan that would involve exploiting these potential oil and gas reserves.

The board understands that reserve estimates are inherently imprecise and that estimates of probable oil and gas reserves are more imprecise than those of proved oil and gas reserves and that any estimates are likely to change as future information becomes available. Further, no reserve report was prepared or available quantifying any such probable or possible reserves. However, based on its own analysis of TEC’s portfolio of diverse leases, the board believes the estimates provided by TEC to be reasonable. The board analysis is based on, among other things, its belief that the amount of proved reserves identified in the reserve reports prepared by Williamson Petroleum Consultants was less than the historical recovery amounts from analogous producing wells, that there was the possibility of additional producing wells given TEC’s lease acreage and well spacing and that TEC’s capital expenditures were lower than those of comparable oil and gas companies and as such greater recovery would be possible if more funds were to be invested in the company.

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As part of its consideration of TEC’s growth potential, our board also reviewed TEC’s existing business strategies, as described under “Business of TEC — Business Strategy.”

Infrastructure and Experienced Management Team

The acquisition of TEC’s assets includes substantial operations and drilling equipment and infrastructure. One of the major concerns in oil and gas E&P companies of TEC’s size is the availability of drilling rigs to drill new wells. However, the board noted that TEC owns two drilling rigs that can be deployed to drill new wells when and wherever they are needed.

The board also noted that the majority of Tandem’s management team, including its chief financial officer and its senior engineering and operations officer had verbally agreed to continue their employment with the New TEC after the asset acquisition (which verbal agreements have been translated to written acceptances of offers of employment and, under the terms of the asset acquisition agreement, New TEC will enter into employment agreements with these individuals on the closing date providing for, among other things, employment terms of not less than two years). Based upon, among other things, biographical information relating to Tandem’s management, which reflect numerous years of experience in the oil and gas industry as well as degrees in petroleum engineering in the case of Messrs. Yocham and Scott, the board determined that Tandem’s management team has specialized knowledge and significant experience in the oil and gas E&P industry.

The following is a summary of the background and experience of each of the members of Tandem’s management team who have accepted offers of employment to continue with the New TEC after the consummation of the asset acquisition subject to execution of definitive employment agreements.

Todd M. Yocham (45). Mr. Yocham joined Tandem in March 2005 and serves as Sr. Vice President, Engineering. He has been a registered professional engineer (P.E.) since 1992, and has been a member of the Society of Petroleum Engineers since 1998 and the Society of Petroleum Evaluation Engineers since 2005. He has served in exploration, drilling and production sectors. Prior to joining Tandem, he was a reservoir engineer with Fasken Oil and Ranch, Ltd. from 2001, for Pioneer Natural Resources from 1996, for V-F Petroleum, Inc. from 1992 and for Halliburton Company from 1984. Mr. Yocham earned a Bachelor of Science degree in Petroleum Engineering from Texas Tech University in 1984.

Michael (Mickey) G. Cunningham (49). Mr. Cunningham joined Tandem in May 2005 as Senior Vice President and Chief Financial Officer and continues to serve in that capacity today. Mr. Cunningham has been a Certified Public Accountant since 1988 but, even prior to becoming a CPA, was involved in the oil and gas industry working as an accountant with Gulf Oil Corporation from 1980 in a wide variety of areas through a special management program developed by Gulf. From 1985 through 2005, Mr. Cunningham was Controller of Clayton Williams Energy, Inc. He has been a member of the AICPA and TSCPA since 1988.

Toben A. Scott (31). Mr. Scott joined Tandem in May 2005 as Vice President, Operations and continues to serve in that capacity today. Prior to joining Tandem, Mr. Scott was employed by Fasken Oil and Ranch, Ltd. from 2004 as a drilling engineer involved daily drilling, workover, and completion activities. Previously, from 2002-2004, he was employed by Walsh Petroleum, Inc. as a petroleum engineer, responsible for production and workover operations in the Permian Basin of west Texas. From 1999 to 2002, he was employed as a drilling engineer by Phillips Petroleum Company in Midland, Texas where his responsibilities included the preparation and execution of drilling, completion, and workover operations in the Permian Basin. Mr. Scott has been a member of the American Association of Drilling Engineers since 2001, and he earned a Bachelor of Science degree in Petroleum Engineering from Texas Tech University in 2000.

Hedging and Financing Opportunities

The board believes that TEC’s assets and properties are attractively valued as compared against weighted industry averages. Based on TEC’s 9.0 million proved reserves and the asset acquisition consideration, the value that we are paying in the asset acquisition is under $11.50 per barrel.

The board believes that TEC’s assets and properties are particularly conducive to hedging because of its substantial existing cash flow and stable production history, which will allow us to extract funds from our revenues in volatile markets that can be used to pursue our growth business strategy. Hedging is a strategy

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that can help a company to mitigate the volatility of oil and gas prices by limiting its losses if oil and gas prices decline; however, this strategy may also limit the potential gains that a company could realize if oil and gas prices increase.To the extent that Tandem engages in hedging activities, it may be prevented from realizing the benefits of price increases above the levels of the hedges. Additionally, hedging strategies are normally more effective with companies with a certain volume of production, and the current production levels of Tandem may not be sufficient to be able to employ a meaningful hedging strategy. Tandem did not designate any of its currently open commodity derivatives as cash flow hedges; therefore, all changes in the fair value of these contracts prior to maturity, plus any realized gains or losses at maturity, are recorded as other income (expense) in Tandem’s statements of operations. Certain “costless collars” executed in June 2005 were employed to protect Tandem and its creditors from exposure to lower oil and gas prices. However, in conjunction with that protection, Tandem periodically incurred settlement losses associated with the ceiling component of such hedges when gas prices spiked in late 2005 and oil prices spiked in mid 2006. For the year ended December 31, 2006, Tandem reported a $3.3 million net gain on derivatives, consisting of a $3.5 million gain related to changes in mark-to-market valuations and a $0.2 million cash charge for settled contracts. For the year ended December 31, 2005, the net loss on derivatives was $5.2 million, consisting of a $4.7 million non-cash charge related to changes in mark-to-market valuations and a $0.5 million cash charge for settled contracts.

Further, although there is no assurance that we will be able to obtain financing on favorable terms, if at all, the board feels that because of TEC’s reserves and production history and because, following the asset acquisition, it will be left with no long-term indebtedness, we should be able to obtain financing on favorable terms with which to pursue our growth business strategy.

While the board of Platinum was satisfied with the due diligence investigations performed by Platinum’s Executive Vice President – Geology, James Dorman, the report of proved reserves prepared by Williamson Petroleum Consultants (dated September 29, 2005 relating to data obtained as of March 31, 2005) and management’s own discussions with management of Tandem in connection with pursuit of the transaction and approval of the merger agreement in January 2006, management of Platinum recognized the benefit of a fairness opinion by an independent investment bank with expertise in the oil and gas industry. The merger agreement provided that satisfactory completion of all due diligence was a condition precedent to consummation of the merger. Further, under the terms of the merger agreement, Platinum had a “due diligence out” which, subject to certain limited exceptions, permitted Platinum to terminate the merger agreement if it was not satisfied in its sole discretion with its legal, financial, geological and business investigations of the business, assets and liabilities of Tandem. The fairness opinion was a part of Platinum's ongoing due diligence effort and by obtaining such a fairness opinion the board would have an opportunity to revisit their financial analysis of Tandem. Furthermore, the board believed that stockholders could derive some comfort from the knowledge that Platinum's board obtained a third-party opinion as to the fairness of the consideration from a financial point of view to the stockholders of Platinum. While the opinion would based in part on information supplied by Platinum, the board believed that it would be beneficial for an investment bank to perform complex financial analyses of such information and produce different types of valuation and useful comparative information. Although a written fairness opinion had not been rendered prior to the execution of the merger agreement, the board expressed the intention to seek such an opinion at the time that the transaction and merger agreement was approved.

On March 20, 2006, C.K. Cooper delivered to the board of Platinum a written fairness opinion, dated March 10, 2006, that, as of that date, the merger consideration to have been paid by Platinum was fair, from a financial point of view, to the stockholders of Platinum. The opinion was based, in part, upon a review of the report of proved reserves prepared by Williamson Petroleum Consultants, dated February 20, 2006 which relates to data obtained as of December 31, 2005. While this report is slightly more favorable than the report dated September 29, 2005 which relates to data obtained as of March 31, 2005, which the board relied upon in connection with its approval of the merger on January 24, 2006, management of Platinum as well as C.K. Cooper believed that it would be most helpful in the board's ongoing due diligence investigations to perform the fairness analysis on the most current information available regarding Tandem’s reserves.

In connection with restructuring the transaction, C.K. Cooper was contacted regarding need for an updated and revised fairness opinion and, on October 3, 2006, C.K. Cooper gave a presentation to the board

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of the review undertaken relating to the fairness determination and presented to the board C.K. Cooper’s opinion that the transaction and the consideration to be paid by Platinum to TEC was fair to the Platinum stockholders from a financial point of view.

Platinum’s board of directors believes that the above factors strongly support its determination and recommendation to approve the asset acquisition. In its deliberations concerning the asset acquisition, Platinum’s board of directors did, however, consider the many risks relating to the purchase of all of TEC’s assets, including, among others, the risks described under “Risk Factors.” Platinum’s board of directors, in determining to recommend the asset acquisition, concluded that these potentially negative factors were outweighed by the potential benefits of the asset acquisition, including the opportunity for Platinum stockholders to share in TEC’s possible future growth.

Satisfaction of 80% Test

It is a requirement that any business acquired by Platinum have a fair market value equal to at least 80% of Platinum’s net assets at the time of acquisition, which assets shall include the amount in the trust account. The Platinum board of directors believes, because of the financial skills and background of several of its members, it was qualified to conclude that the acquisition of TEC’s assets and properties met this requirement. The board of directors of Platinum based their valuation of the TEC assets and properties on value per boe. This analysis is a standard measure used in the oil and gas industry for valuing companies. By conducting an analysis of the value of TEC’s assets based on value per proved boe, the board determined that the 80% test was met.

In 2005, there were 98 transactions, each having a value in excess of $10 million, in the United States involving the sale of oil and gas properties having a total value of $29.4 billion with an average implied proved reserve value of $12 per boe. In 2006, there were 120 such transactions having a total value of $59.4 billion and an average implied proved reserve value of $16.75 per boe. (Source: JS Herold reported in the Herald M&A Transaction Review, Year End Statistical Snapshot). As set forth in the Williamson Reserve Report as of December 31, 2006, TEC has proved reserves of 9.03 million boe. Based on the above industry statistics, the value of these assets range from $108 million (12.00 per boe) to $151 million ($16.75 per boe), exceeding 80% of the approximately $110 million value ($88 million) of Platinum’s net assets expected at the time of the consummation of the asset acquisition. This valuation method is commonly used in the oil and gas industry. Accordingly, the Platinum board of directors felt that its analysis was proper in determining that the asset acquisition of TEC satisfied the 80% test. Notwithstanding the foregoing, Platinum also received an opinion from C.K. Cooper that the 80% test has been met. C.K. Cooper utilized several analysis in determining that the acquisition met the 80% requirement, including analyses similar to those performed by Platinum’s board of directors. All of the valuation methods used by C.K. Cooper resulted in the satisfaction of the 80% requirement. See “The Asset Acquisition Proposal — Fairness Opinion.”

Interest of Platinum’s Directors and Officers in the Asset Acquisition

In considering the recommendation of the board of directors of Platinum to vote for the proposal to approve the asset acquisition agreement, you should be aware that certain members of the Platinum board have agreements or arrangements that provide them with interests in the asset acquisition that differ from, or are in addition to, those of Platinum stockholders generally. In particular, if the asset acquisition is not consummated by October 28, 2007, Platinum will be forced to liquidate. In such event, the 3,600,000 shares of common stock held by Platinum’s initial stockholders, directors and officers that were acquired before the IPO would be worthless because Platinum’s initial stockholders, directors and officers are not entitled to receive any of the liquidation proceeds. Such shares had an aggregate market value of $26,028,000, based upon the last sale price of $7.23 on the OTCBB on October 3, 2006, the date of the last reported sale before the asset acquisition agreement was executed.

Recommendation of Platinum’s Board of Directors

The foregoing discussion of the information and factors considered by the Platinum board of directors is not meant to be exhaustive, but includes the material information and factors considered by the Platinum board of directors. After careful consideration, Platinum’s board of directors determined unanimously (with its newest member abstaining since he had not been involved with the transaction from its inception) that the asset acquisition agreement is fair to and in the best interests of Platinum and its stockholders.

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OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL AND AUTHORIZATION OF THE ASSET ACQUISITION AND THE ASSET ACQUISITION AGREEMENT.

Fairness Opinion

In connection with its determination to approve the acquisition of all of the assets and the assumption of substantially all of the liabilities of TEC, Platinum’s board of directors engaged C. K. Cooper & Company (“C. K. Cooper”) to provide it with an opinion as to whether the consideration to be paid by Platinum is fair, from a financial point of view, to the stockholders of Platinum and whether fair market value of the assets of TEC is at least equal to 80% of the net assets of Platinum. C. K. Cooper, which was founded in 1981 and is headquartered in Irvine, California and elsewhere in the United States, is a national investment banking firm whose senior officers and other employees are highly experienced in the evaluation of companies and other elements of finance and investment banking with expertise in the oil and gas E&P industry section. The board selected C. K. Cooper on the basis of C. K. Cooper’s expertise in the oil and gas industry, recommendations from other companies that had engaged C. K. Cooper for similar purposes, and its ability to do the research and provide the fairness opinion within the required time period.

On October 3, 2006, at a meeting of Platinum’s board of directors, C. K. Cooper delivered its oral opinion that, as of that date and based upon and subject to the assumption, factors and limitations set forth in the written opinion and described below, the consideration to be paid by Platinum is fair, from a financial point of view, to the stockholders of Platinum. C. K. Cooper subsequently delivered its written opinion to such effect.

While C. K. Cooper rendered its opinion and provided certain analyses to the board of directors, C. K. Cooper was not requested to and did not make any recommendation to the board of directors as to the specific form or amount of the consideration to be received by TEC in the proposed asset acquisition, which was determined through negotiations between Platinum and TEC.

C. K. Cooper’s written opinion, which was directed to the Platinum board of directors, addresses only the fairness, from a financial point of view, to the stockholders of Platinum of the consideration to be paid by Platinum in the asset acquisition and the value of the TEC assets relative to Platinum’s net assets and does not address Platinum’s underlying business decision to proceed with or effect the asset acquisition and the value of the transaction, or the relative merits of the transaction compared to any alternative business strategy or transaction in which Platinum might engage and does not constitute a recommendation to any Platinum stockholder as to how to vote in the transaction. The full text of C. K. Cooper’s written opinion is attached to this proxy statement as Annex D and its incorporated herein by reference. You are urged to read this opinion carefully and in its entirety. This summary of the opinion is qualified in its entirety by reference to the full text of the opinion.

In arriving at its opinion, C. K. Cooper reviewed:

• a draft of the asset acquisition agreement dated October 2, 2006

• certain publicly available business and financial information relating to Platinum that C. K. Cooper deemed relevant;

• audited financial statements for Tandem for the fiscal year ended December 31, 2004 and 2005;

• independent Engineering Report prepared for Tandem Energy Holdings, Inc. by Williamson Petroleum Consultants dated February 17, 2006;

• the pro forma impact of the transaction;

• such other information and analyses C. K. Cooper deemed appropriate;

• certain publicly available financial information for companies whose operations C. K. Cooper considered relevant in evaluating Platinum and Tandem;

• the financial terms of the transaction and compared them with the financial terms of certain other transactions that C. K. Cooper deemed relevant;

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• certain publicly available financial information for companies whose operations C. K. Cooper considered relevant in evaluating Platinum and Tandem;

• the financial terms of the acquisition with the financial terms of certain other transactions that C. K. Cooper deemed relevant.

In addition, C. K. Cooper engaged in several conversations with senior management of Platinum and Tandem, including, in particular, conversations regarding the course of discussions concerning the transaction.

For purposes of its opinion, C. K. Cooper relied upon and assumed, without independent verification or investigation, the accuracy and completeness of the financial and other information provided to or discussed with it by Platinum, TEC and their respective employees, representatives and affiliates or otherwise made available to C. K. Cooper. In its analyses, C. K. Cooper utilized the same definition of proved reserves as utilized by Williamson Petroleum Consultants which is as follows:

Proved oil and gas reserves: Proved oil and gas reserves are the estimated quantities of crude oil, natural gas, and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions, i.e., prices and costs as of the date the estimate is made. Prices include consideration of changes in existing prices provided only by contractual arrangements, but not on escalations based upon future conditions.

(1) Reservoirs are considered proved if economic producibility is supported by either actual production or conclusive formation test. The area of a reservoir considered proved includes (A) that portion delineated by drilling and defined by gas oil and/or oil water contacts, if any, and (B) the immediately adjoining portions not yet drilled, but which can be reasonably judged as economically productive on the basis of available geological and engineering data. In the absence of information on fluid contacts, the lowest known structural occurrence of hydrocarbons controls the lower proved limit of the reservoir.

(2) Reserves which can be produced economically through application of improved recovery techniques (such as fluid injection) are included in the proved classification when successful testing by a pilot project, or the operation of an installed program in the reservoir, provides support for the engineering analysis on which the project or program was based.

(3) Estimates of proved reserves do not include the following: (A) oil that may become available from known reservoirs but is classified separately as indicated additional reserves; (B) crude oil, natural gas, and natural gas liquids, the recovery of which is subject to reasonable doubt because of uncertainty as to geology, reservoir characteristics, or economic factors; (C) crude oil, natural gas, and natural gas liquids, that may occur in undrilled prospects; and (D) crude oil, natural gas, and natural gas liquids, that may be recovered from oil shales, coal, gilsonite and other such sources. With respect to financial forecasts and estimates provided to C. K. Cooper by management of Platinum and TEC, C. K. Cooper relied upon, without independent verification or investigation, the assurances of Platinum’s and TEC’s respective management that such information had been prepared on a reasonable basis in accordance with industry practice, and, with respect to financial forecasts, reflects the best currently available estimates and judgment of TEC’s and Platinum’s respective management, and management was not aware of any information or facts that would make the information provided to C. K. Cooper incomplete or misleading. C. K. Cooper expressed no opinion regarding such financial planning data or the assumptions on which it is based.

The preparation of a fairness opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to particular circumstances. Therefore, such an opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, C. K. Cooper did not attribute any particular weight to any analysis or factor considered by it, or make any conclusion as to how the results of any given analyses, taken alone, supported its opinion. Accordingly, C. K. Cooper believes that the analysis must be considered as a whole and that selecting portions of its analyses and the factors considered by it, without considering all of the factors and analyses, would create a misleading view of the processes underlying C. K. Cooper’s opinion. In addition, in certain of its analyses C. K. Cooper compared the total consideration being paid by Platinum and the value of TEC to other public companies and other transactions that C. K. Cooper deemed comparable. No public

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companies and/or transaction utilized by C. K. Cooper, as a comparison is identical to Platinum or to the transaction with TEC. An analysis of the results of such comparison is not mathematical; rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the comparable companies and transactions and other factors that could effect the public trading value of the comparable companies or enterprise value of the comparable transactions to which Platinum and the transaction was being compared.

In performing its analysis, C. K. Cooper made certain assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of C. K. Cooper, Platinum, and TEC. Any estimates contained in the analyses performed by C. K. Cooper are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by such analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, such analyses and estimates are inherently subject to substantial uncertainty. The C. K. Cooper opinion and C. K. Cooper’s presentation to the Platinum board of directors were among several factors taken into consideration by the Platinum board of directors in making its determination to approve the transaction. Consequently, C. K. Cooper analyses described herein should not be viewed as determinative of the decision of Platinum’s board of directors or Platinum’s management to engage this transaction.

The following is a summary of the material financial analyses that C. K. Cooper prepared and relied on in delivering its opinion to the board of directors of Platinum. The financial analyses summarized below include information presented in tabular format. In order to fully understand C. K. Cooper’s financial analyses, the tables must be read together with the text of each summary.

Comparable Company Analysis

C. K. Cooper compared implied values of TEC to a group of companies, which in C. K. Cooper’s judgment were comparable to TEC for purposes of this analysis. C. K. Cooper analyzed these comparable companies to TEC by using publicly available information to compare the enterprise value of TEC expressed as estimated multiples to these comparable companies. In this case, C. K. Cooper utilized when available, actual results for revenues, EBITDA and net income for the period 2005. C. K. Cooper utilized estimates for revenues, EBITDA and net income for 2006. In addition, C. K. Cooper utilized present value of reserves, discounted by 10% (as standard SEC Measures referred to as PV-10) as most recently publicly reported for each issue. These multiples compared to 2005 and 2006 revenues, EBITDA, net income, and PV-10 were then applied to TEC for purposes of this analysis. Enterprise value is defined as market value of equity plus book value of debt and liquidation value of preferred stock, less excess cash and cash equivalents. EBITDA is defined as earnings before interest expense, taxes and depreciation, depletion and amortization.

C. K. Cooper considered a number of factors in selecting companies for comparison including size, financial condition and geographic scope of operations. The group of comparable companies used in this comparison included:

• Abraxas Petroleum

• Arena Resources

• Edge Petroleum

• Goodrich Petroleum

• The Exploration Company

• Whittier Energy

• Parallel Petroleum

• GMX Resources

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The values associated with the entities above were taken into consideration and compared to TEC under similar valuation scenarios. The following tables provide a brief overview of the establishment of both the median and mean values utilized herein, as of October 2, 2006. C. K. Cooper has calculated the total enterprise value as a multiple of the following categories for each of the following companies for the years 2005 and 2006:

			Total Enterprise Value as a Multiple of
			Revenue				EBITDA				Net Income					PV-10
Issue	Enterprise Value		2005		2006		2005		2006		2005			2006		Current
Abraxas Petroleum	$	309,362,500		5.5		4.8		6.8		7.4		15.8			40.8		0.9
Arena Resources		528,920,000		18.2		7.6		26.1		9.9		49.6			18.1		1.1
Edge P etroleum		415,079,700		3.2		2.6		4.3		2.6		11.7			14.0		0.9
Goodrich Petroleum		865,748,000		12.1		6.7		20.7		9.2		(45.9 )			55.8		2.0
The Exploration Company		362,129,700		4.7		3.9		8.0		7.1		22.9			19.5		3.2
Whittier Energy		121,045,600		4.1		2.4		6.4		3.6		21.1			9.9		1.3
Parallel Petroleum		939,676,800		25.5		8.3		19.3		18.5		(471.9	)		33.9		2.4
GMX Resources		379,382,400		19.7		11.2		30.7		8.0		52.9			44.5		1.3
High		939,676,800		25.5		11.2		30.7		18.5		52.9			55.8		3.2
Low		121,045,600		3.2		2.4		4.3		2.6		(471.9)			9.9		0.9
Mean		515,997,457		11.6		6.0		15.3		8.3		(43.0)			29.5		1.6
Median