FINANCIAL STATEMENTS WITH REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS. BAKKEN OIL EXPRESS, LLC and Subsidiary. December 31, 2012 and 2011

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1 FINANCIAL STATEMENTS WITH REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS BAKKEN OIL EXPRESS, LLC and Subsidiary December 31, 2012 and 2011

2 Contents Page REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 1 FINANCIAL STATEMENTS BALANCE SHEETS 3 STATEMENTS OF EARNINGS 4 STATEMENTS OF MEMBER S EQUITY 5 STATEMENTS OF CASH FLOWS 6 NOTES TO FINANCIAL STATEMENTS 7

3 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Grant Thornton LLP 8300 Thorn Drive, Suite 300 Wichita, KS T F The Member Bakken Oil Express, LLC and Subsidiary We have audited the consolidated accompanying financial statements of Bakken Oil Express, LLC and Subsidiary, which comprise the consolidated balance sheets as of December 31, 2012 and 2011, and the related consolidated statements of earnings, members equity, and cash flows for the years then ended, and the related notes to the financial statements. Management s responsibility for the financial statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor s responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Grant Thornton LLP U.S. member firm of Grant Thornton International Ltd

4 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Bakken Oil Express, LLC and Subsidiary as of December 31, 2012 and 2011, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Wichita, Kansas March 22, Grant Thornton LLP U.S. member firm of Grant Thornton International Ltd

5 FINANCIAL STATEMENTS

6 BALANCE SHEETS December 31, ASSETS CURRENT ASSETS Cash and cash equivalents $ 634,359 $ 112,436 Accounts receivable 4,864,329 1,909,638 Receivables from related parties 901, ,938 Total current assets 6,400,482 2,842,012 PROPERTY AND EQUIPMENT Land and land improvements 2,565,350 1,081,521 Roads and bridges 4,803, ,728 Railroad, railroad building and equipment 23,766,335 10,524,821 Tanks and tank equipment 13,240,484 6,691,131 Truck unloading stations 4,004, ,076 Pipe, combustor and pumps 7,420,006 7,211,493 Machinery and equipment 1,456,037 1,460,595 Office building, equipment and furniture 3,624,026 3,708,416 Construction-in-progress 13,523,137-74,403,356 31,887,781 Less accumulated depreciation 3,051, ,184 Net property and equipment 71,352,079 31,533,597 $ 77,752,561 $ 34,375,609 The accompanying notes are an integral part of these statements.

7 LIABILITIES AND MEMBER S EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities $ 1,884,546 $ 411,982 Construction costs payable 4,553,248 2,540,696 Payables to related parties - 832,181 Total current liabilities 6,437,794 3,784,859 LONG-TERM CONSTRUCTION COSTS PAYABLE - 1,042,692 COMMITMENTS MEMBER S EQUITY 71,314,767 29,548,058 $ 77,752,561 $ 34,375,609 3

8 STATEMENTS OF EARNINGS Years ended December 31, Revenue $ 37,164,782 $ 3,409,638 Operating expenses Cost of facility operations 6,925, ,335 Selling, general and administrative expenses 1,345, ,723 Depreciation 2,732, ,184 11,003,590 1,996,242 Earnings from operations 26,161,192 1,413,396 Other income(expense) Interest income Casualty loss (276,656) - Interest expense (180) - Total other expense (276,477) - Net earnings $ 25,884,715 $ 1,413,396 The accompanying notes are an integral part of these statements. 4

9 STATEMENTS OF MEMBER S EQUITY Years ended December 31, 2012 and 2011 Balance at January 1, 2011 $ 5,134,390 Contributions 24,810,534 Distributions (782,690) Distribution of land (1,027,572) Net earnings 1,413,396 Balance at December 31, ,548,058 Contributions 32,165,034 Distributions (16,283,040) Net earnings 25,884,715 Balance at December 31, 2012 $ 71,314,767 The accompanying notes are an integral part of these statements. 5

10 STATEMENTS OF CASH FLOWS Years ended December 31, Cash flows from operating activities Net earnings $ 25,884,715 $ 1,413,396 Adjustments to reconcile net earnings to net cash provided by operating activities Depreciation 2,732, ,184 Casualty loss 276,656 - Change in operating assets and liabilities Accounts receivable (2,954,691) (1,909,638) Prepaid expenses 20,805 Accounts payable and accrued liabilities 1,472, ,982 Net cash provided by operating activities 27,412, ,729 Cash flows from investing activities Purchases of property and equipment (42,302,270) (24,526,712) Insurance proceeds from casualty loss 444,229 - Advances on receivables from related parties (81,856) (819,938) Net cash used in investing activities (41,939,897) (25,346,650) Cash flows from financing activities (Payments) proceeds from payables to related parties (832,181) 832,181 Contributions 32,165,034 24,810,534 Distributions (16,283,040) (782,690) Net cash provided by financing activities 15,049,813 24,860,025 Net increase (decrease) in cash and cash equivalents 521,923 (195,896) Cash and cash equivalents at beginning of year 112, ,332 Cash and cash equivalents at end of year $ 634,359 $ 112,436 Supplemental disclosure of cash flow information Noncash investing and financing activities Distribution of land $ - $ 1,027,572 Property and equipment purchases included in construction costs payable 4,553,248 3,583,388 The accompanying notes are an integral part of these statements. 6

11 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2012 and 2011 NOTE A - ORGANIZATION On June 9, 2010, Bakken Oil Express, LLC ( Bakken ) acquired the outstanding member units of EDOG Logistics, LLC, ( EDOG ). GOLFCO, LLC, ( GOLFCO ) i s the sole member of Bakken and The Globe Resources Group, LLC ( Globe ) is the parent of GOLFCO. Bakken constructed a train loading and storage facility and commenced operations in September BOE Materials, LLC ( BOE Materials ), a wholly owned subsidiary of Bakken Oil Express, LLC, was formed on June 1, 2012 to build, manage and operate a shipping and storage facility for customers to offload cement, sand and other materials. The Bakken train loading and storage facility adjoins the BOE Materials offloading shipping and storage facility in North Dakota. NOTE B - SUMMARY OF ACCOUNTING POLICIES A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements follows. 1. Principles of consolidation and presentation The consolidated financial statements include the accounts of Bakken and its wholly owned subsidiary, BOE Materials, collectively referred to as the Company. Significant intercompany accounts and transactions are eliminated in consolidation. 2. Cash and cash equivalents For purposes of the statement of cash flows, the Company considers cash and cash equivalents to include demand deposits and short-term investments with original maturities of three months or less. 3. Accounts receivable Amounts determined to be uncollectible are charged off to selling, general and administrative expense. Accounts receivable at December 31, 2012 are considered to be fully collectible. 4. Property and equipment Property and equipment are stated at cost. Depreciation of property and equipment is provided principally by the straight-line method over the following estimated useful lives: Land improvements Roads and bridges Railroad, railroad building and equipment Tanks and tank equipment Truck unloading stations Pipe, combustor and pumps Machinery and equipment Office building, equipment and furniture 15 years years 7-30 years 7-25 years 15 years 7-30 years 7 years 5-30 years 7

12 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2012 and 2011 NOTE B - SUMMARY OF ACCOUNTING POLICIES - Continued Maintenance and repairs, which neither materially add to the value of property and equipment nor appreciably prolong its life, are charged to expense as incurred. Gains or losses on dispositions of property and equipment are included in operations. Construction costs payable were classified as long-term in the accompanying 2011 balance sheet as payment subsequent to year-end was made from capital contributions from GOLFCO. 5. Impairment of long-lived assets The Company evaluates all long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Impairment is recognized when the carrying amounts of these assets cannot be recovered by the undiscounted net cash flows they will generate. No impairment losses have been recorded by the Company. 6. Revenue recognition Loading revenue is recognized in the month earned and is based on the volume of crude oil delivered to the Bakken facility, defined herein as throughput, and agreed-upon rates as stipulated by the provisions of the agreements. Offloading revenue is also recognized in the month earned and is calculated based on rail cars arriving at the BOE Materials facility and the terms of the facility use agreements. 7. Income taxes The Company is classified as a partnership for federal and state tax purposes and, accordingly, taxable income or loss of the Company is included in the return of the Company s member and no provision for income taxes has been recorded in these consolidated financial statements. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company records interest and penalties on tax assessments as other expense. No liability for unrecognized tax benefits or interest and penalties expense on tax assessments have been recognized in the consolidated financial statements. 8. Limitation of member s liability No member shall be obligated personally for any debt, obligation or liability solely by reason of being a member except to the extent of their member s equity. 9. Concentration of credit risk Revenue and accounts receivable are from primarily a small number of large customers generally under ship-or-pay contracts or facility use agreements. The Company periodically monitors the financial condition of its customers. 8

13 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2012 and 2011 NOTE B - SUMMARY OF ACCOUNTING POLICIES - Continued 10. Use of estimates In preparing the financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. 11. Subsequent events The Company has evaluated and disclosed subsequent events and transactions, if any, that occurred subsequent to December 31, 2012 through March 22, 2013, the date these consolidated financial statements were available to be issued. NOTE C - SHIP-OR-PAY AND FACILITY USE AGREEMENTS On September 1, 2011, Bakken entered into a ship-or-pay agreement with its priority customer granting priority rights for throughput. In accordance with the terms of the agreement, the customer committed to purchase or pay for a specified minimum amount of throughput at a specified rate as defined in the agreement. In addition, the customer has a first priority right to purchase additional throughput at rates specified in the agreement and if Bakken charges lower rates to other customers, the priority customer s rates may be reduced. Bakken has also agreed to provide repair and other services to the priority customer at agreed upon rates. The initial term of the ship-or-pay agreement expires on November 1, The customer has the option to extend the agreement for two additional two-year terms or if certain defined minimum throughput levels are exceeded, terminate the agreement with three months notice. The Company expects the customer to exceed the defined minimum during Bakken and BOE Materials have ship-or-pay and facility use agreements with other customers which are generally at agreed-upon rates and may include minimum fees and use fees. The ship-or-pay and facility use agreements generally have a term of one year or less and may be extended upon agreement of the parties. NOTE D - RELATED PARTIES The Company periodically advances to and receives proceeds from parties related through common ownership. If receivables from and payables to related parties are outstanding longer than 3 months, interest income or expense is accrued or charged. As the Company expects amounts to be collected or repaid within twelve months, they are presented as current assets or liabilities in the accompanying balance sheet. Gotco, LLC ( Gotco ), which is owned 50% by Globe, provides sales and marketing services and identifies customers for Bakken. The Company recorded revenue, net of commissions retained by Gotco, of $2,439,320 during 2012 and has receivables of $901,794 from Gotco at December 31,

14 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2012 and 2011 NOTE D - RELATED PARTIES - Continued The Company reimburses an entity related through common ownership for certain administrative and other costs incurred. Costs are allocated based on actual time and expenses incurred and were $578,104 and $224,521 for the years ended December 31, 2012 and 2011, respectively, and are included in selling, general and administrative expenses in the accompanying financial statements. The Company distributed land adjacent to the facility at its carrying value in NOTE E - MEMBER S EQUITY GOLFCO is the sole Member of the Company and owns all member units. However, under the terms of the restated operating agreement, the former sole member of EDOG will receive 10% of the units of the Company and become a member if distributions are made to GOLFCO equal to its capital contributions and a 10% cumulative annual return thereon. Distributions of $48,671,840 at December 31, 2012 are required to be paid to GOLFCO for the former owner to become a member. The operating agreement also provides for distributions of available cash on a quarterly basis sufficient to meet the federal and state income tax liability of GOLFCO. NOTE F - COMMITMENTS GOLFCO term loan In connection with the construction of the loading and offloading facilities, Bakken, BOE Materials and Globe guarantee repayment of GOLFCO s term loan. The loan is collateralized by substantially all the assets and contract rights of the Company and GOLFCO. It is anticipated that the Company will distribute much of its future cash flow to GOLFCO for payments due on the term loan. If GOLFCO is unable to meet its loan payment obligations, the Company or other guarantor would be required to perform under their guarantees. However, management does not anticipate that the Company will be required to perform under the guarantee and as the guarantees are among entities under common control, no liability has been recorded as of December 31, The estimated termination of the guarantee, which corresponds to principal payments of GOLFCO s term loan at December 31, 2012, is as follows: 2013 $ 12,701, ,611, ,410,484 $ 42,723,539 10

15 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2012 and 2011 NOTE F - COMMITMENTS - Continued Facilities operator and management agreements The Company has an agreement for a facilities operator to manage, operate, maintain, repair and provide certain other services for the day-to-day operation of the facilities. The agreement is dated July 1, 2011 and terminates in September The agreement may be terminated earlier under certain conditions, as defined in the agreement, but early termination would require the Company to continue payment of fees for a twelve month period and purchase certain equipment. The Company may extend the agreement for two additional two-year terms. Fees under the agreement are based on number of employees, throughput plus a management fee and were $5,157,115 and $835,335 for the years ended December 31, 2012 and 2011, respectively. The minimum monthly operator fee through the term of the agreement is $176,400. The Company has additional agreements for management and consulting services which include base compensation and incentive payments based on throughput and earnings. 11

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