**Exhibit 10.5**

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**SECURITIESPURCHASE AGREEMENT**

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**by and between**

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**BLACK RAVENENERGY, INC.,**

**a Nevada corporation**

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**and**

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**WEST COASTOPPORTUNITY FUND, LLC**

**a Delaware limited liability company**

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**AUGUST 27,2009**

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**SECURITIESPURCHASE AGREEMENT**

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**THISSECURITIES PURCHASE AGREEMENT**(the “Agreement”)is made and entered into, dated for reference purposes as August 27, 2009,by and between **BLACK RAVEN ENERGY, INC.,**a Nevadacorporation (the “Company”),and **WEST COAST OPPORTUNITY FUND, LLC**, aDelaware limited liability company (“Purchaser”),with respect to the following facts:

 

**RECITALS:**

 

A.                                   On January 16, 2009, the Courtconfirmed that certain “Modified Second Amended Joint Plan of Reorganizationfiled by PRB Energy, Inc., and PRB Oil & Gas, Inc.,” dated December 3,2008 (the “Plan”), and the confirmation of the Plan thereafter becameeffective on February 2, 2009 (the “Confirmation Date”).

 

B.                                     On April 13, 2009, the partiesexecuted the Agreement Regarding New Equity Raise Under the Modified SecondAmended Joint Plan of Reorganization (“New Equity Agreement”).

 

C.                                     Pursuant to the New Equity Agreement, theparties have agreed to execute this Agreement in order to memorialize the termsand conditions on which Purchaser shall purchase certain shares of the commoncapital stock of the Company.

 

**AGREEMENTS**:

 

**NOW,THEREFORE,**theparties hereto, intending to be legally bound, do hereby agree as follows:

 

**1.****                                     ****DEFINITIONS. **For purposes of this Agreement:

 

**1.1**                               **“ARTICLES OF INCORPORATION”** means the Company’s Amended and Restated Articles ofIncorporation, as filed with the Secretary of State of the State of Nevada on February 2,2009.

 

**1.2**                               **“CLOSING”**means the closing of the transactions contemplated by this Agreement, asfurther described in Sections 2.2 and 2.3, below.

 

**1.3**                               **“COMMON STOCK”**means the common capital stock of the Company.

 

**1.4**                               **“FINANCIAL STATEMENTS”** means the Company’s unaudited statement of income andexpense for the period from January 1, 2009, through March 31, 2009,and unaudited non-GAAP balance sheet dated as of March 31, 2009, copies ofwhich have been made available to Purchaser.

 

**1.5****                              ****“FINANCIAL STATEMENTS DATE”** means June 30, 2009.

 

**1.6****                              ****“MATERIAL ADVERSE EVENT”** means an occurrence or circumstancehaving a consequence that, individually or in the aggregate, is materiallyadverse as to the business, properties, assets, liabilities, affairs,prospects, operations, operating results, or condition (financial or otherwise)of the Company; *provided*, however, that such termshall not include any circumstance or change related to (a) generaleconomic conditions, (b) securities markets generally, or (c) fluctuationsin the price of the Company’s securities unrelated to any event that (withoutregard to the foregoing clauses (a) and (b) and this clause (c))would constitute a Material Adverse Event hereunder.

 

**1.7****                              ****“NEW EQUITY AGREEMENT”**has the meaning ascribed thereto in theRecitals, above.

 

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**1.8****                              ****“PLAN”** has the meaning ascribed thereto in theRecitals, above.

 

**1.9****                              ****“SECURITIES ACT”** means the Securities Act of 1933, as amendedfrom time to time.

 

**1.10****                       ****“SHARES”** means the shares of Common Stock beingissued and sold by the Company to the Purchaser pursuant to this Agreement.

 

**1.11****                       ****“SUBSIDIARY”** means any other corporation, associationor other business entity in which the Company owns or controls more than fiftypercent (50.0%) of the outstanding capital stock.

 

**2.****                                                                                     ****PURCHASE AND SALE OF SHARES OFCOMMON STOCK**

 

**2.1****                              ****AUTHORIZATION AND SALE OF COMMONSTOCK**.

 

**(a)****                                 ****SALE.** The Company has authorized the issuance and sale to Purchaser anaggregate of two hundred fifty thousand (250,000) Shares of the Company’sCommon Stock.

 

**(b)****                                 ****PURCHASE.** Subject to the terms and conditions of this Agreement, Purchaser agreesto purchase at the Closing, and the Company agrees to sell and issue to Purchaserat the Closing, two hundred fifty thousand (250,000) Shares of the Company’sCommon Stock, at an aggregate purchase price of five hundred thousand dollars($500,000) (the “Purchase Price”).

 

**2.2****                              ****CLOSING**. The purchase, sale and issuance of the shares of the Company’s CommonStock shall take place concurrent with the execution of this Agreement or on alater date mutually agreeable to the parties (the “Closing”).

 

**(a)****                                 ****PAYMENT**. At the Closing, Purchaser shall pay to the Company the full PurchasePrice, by (a) check payable to the Company, (b) wire transfer inaccordance with the Company’s instructions, or (c) any combination of theforegoing and within three business days of such payment, the Company shallissue a certificate or certificates to the Purchaser evidencing the CommonStock purchased hereunder.

 

**(b)****                                 ****ISSUANCE OF CERTIFICATES**. Within three (3) business daysfollowing the Closing, the Company shall deliver to Purchaser certificatesrepresenting the**Shares issued in the names ofthe Purchaser, against payment of the purchase price therefor by check, wiretransfer, cancellation of indebtedness or any combination thereof in accordancewith **SECTION 2.2(a),**above.  In the event that payment by a Purchaser ismade, in whole or in part, by cancellation of indebtedness, then such Purchasershall surrender to the Company for cancellation at the Closing any evidence ofsuch indebtedness or shall execute an instrument of cancellation in form andsubstance acceptable to the Company.

 

**3.****                                     ****REPRESENTATIONS AND WARRANTIES OFCOMPANY. **Except as otherwise set forth in the CompanyDisclosure Schedule attached hereto as **EXHIBIT A,**specificallyidentifying the relevant subparagraphs hereof, which exceptions shall be deemedto be representations and warranties as if made hereunder (the “Company Disclosure Schedule”),which has been furnished to Purchaser prior to the execution hereof, as amaterial inducement to the Purchaser to enter into this Agreement and purchasethe Shares of Common Stock hereunder, the Company hereby represents andwarrants to Purchaser that:

 

**3.1****                              ****CORPORATE ORGANIZATION ANDAUTHORITY**.  The Company (a) is a corporation dulyorganized, validly existing, authorized to exercise all its corporate powers,rights and privileges, and in good standing under the laws of the State ofNevada; (b) has the corporate power and authority to own and operate 

 

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its properties andto carry on its business as now conducted and as presently proposed to beconducted; (c) has the corporate power and authority to execute, deliverand perform its obligations under this Agreement; and (d) is qualified todo business as a foreign corporation and is in good standing under the laws ofeach jurisdiction in which the failure so to qualify would be a MaterialAdverse Event.

 

**3.2****                              ****CAPITALIZATION**. Immediately prior to the Closing, the authorized capital stock of theCompany shall consist of:

 

**(a)****                                 ****COMMON STOCK**. Two Hundred Fifty Million (250,000,000) shares of Common Stock, of which15,667,878 are issued.

 

**(b)****                                 ****PREFERRED STOCK**. One Hundred Million (100,000,000)**shares of Preferred Stock, none of which are issued andoutstanding.

 

**(c)****                                 ****OTHER SECURITIES. **Except for (a) the Company’s obligation to issueto certain creditors under the Plan certain stock purchase warrants that (i) shallentitle the holders of such warrants to purchase in the aggregate up to1,500,000 shares of Common Stock at an exercise price of $2.50 per share and (ii) shallexpire if not exercised on or before December 31, 2013, (b) certainpreemptive rights that were granted under the Plan, (c) Purchaser’sobligation to purchase shares of Company capital stock pursuant to the Plan,and (d) the Shares to be issued under this Agreement, there are notoutstanding any options,  rights oragreements for the purchase or acquisition from the Company of any shares ofits capital stock.  Except for theArticles of Incorporation, the Company is not a party to or subject to anyagreement or understanding, and to the Company’s knowledge there is noagreement or understanding between any individuals and/or entities, whichaffects or relates to the voting or giving of written consents with respect toany Company security or the voting by a director of the Company.

 

**(d)****                                 ****PRIOR SHARES**. The outstanding shares of Common Stock are duly and validly authorizedand issued, fully paid and nonassessable, and were issued in compliance withall applicable state and federal laws concerning the issuance of securities.

 

**3.3****                              ****SUBSIDIARIES**. The Company has no Subsidiaries.. The Company is not a participant in any joint venture, partnership orsimilar arrangement.

 

**3.4****                              ****AUTHORIZATION**. All corporate action on the part of the Company, its officers, directorsand stockholders necessary for the authorization, execution, delivery andperformance of all obligations under this Agreement, , the Articles ofIncorporation, and the authorization, sale and issuance (or reservation forissuance) and delivery of the Shares and of the Common Stock has been taken.  This Agreement constitutes the legallybinding and valid obligation of the Company enforceable in accordance with itsterms, except (i) as limited by applicable bankruptcy, insolvency,reorganization, moratorium, and other laws of general application affectingenforcement of creditors’ rights generally, and (ii) as limited by lawsrelating to the availability of specific performance, injunctive relief orother equitable remedies.

 

**3.5****                              ****VALIDITY OF SHARES**. The Shares, when issued, sold and delivered in accordance with the termsand for the consideration expressed in this Agreement, shall be duly andvalidly issued (including, without limitation, issued in compliance withapplicable federal and state securities laws), fully paid and nonassessable andwill be free of restrictions on transfer, other than restrictions of transferunder this Agreement, and under applicable state and federal securities laws

 

**3.6**                               **NO CONFLICT WITH OTHER INSTRUMENTS**.  The executionand delivery of this Agreement, and the performance by the Company of itsobligations under this Agreement will not result in any violation of, 

 

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be in conflict with, or constitute a default under, with or without thepassage of time or the giving of notice: (a) any provision of the Company’sArticles of Incorporation or Bylaws; (b) any provision of any judgment,writ, decree or order to which the Company is a party or by which it is bound; (c) anycontract, obligation or commitment to which the Company is a party or by whichit is bound; or (d) any federal or state statute, rule orgovernmental regulation applicable to the Company.  The execution, delivery and performance ofthis Agreement, and all other agreements contemplated hereby to which theCompany is a party and the consummation of the transactions contemplated herebywill not result in any such violation, or be in conflict with or constitute,with or without the passage of time and giving of notice, either a defaultunder any such provision, instrument, judgment, order, writ, decree or contractor an event that results in the creation of any lien, charge or encumbranceupon any assets of the Company or the suspension, revocation, impairment,forfeiture or nonrenewal of any material****permit,license, authorization or approval applicable to the Company, its business oroperations or any of its assets or properties.

 

**3.7****                              ****LITIGATION**. There is no action, proceeding or investigation pending or (to theknowledge of the Company) threatened, or any basis therefor known to theCompany, that questions the validity of this Agreement or the right of theCompany to enter into any of them or to consummate the transactionscontemplated thereby or that might result, either individually or in theaggregate, in any Material Adverse Event, including, without limitation, anyaction, proceeding or investigation involving the prior employment orconsulting of any of the Company’s employees or consultants or their use of anyinformation or techniques alleged to be proprietary to any former or currentemployer of any such employee or consultant. There is no judgment, writ, decree, injunction, or order of any court orgovernment agency or instrumentality in effect against the Company, and theCompany is not in default with respect to any order, judgment, injunction,writ, or decree of any governmental authority, except the Bankruptcy Courtorder relating to the payment of the principal and interest of PRB Funding, LLCand valid mechanic’s liens.  The Companyhas not received any opinion or memorandum or legal counsel to the effect thatit is exposed, from a legal standpoint, to any liability or disadvantage whichif imposed upon the Company would cause a Material Adverse Event.  There is no action, suit, proceeding orinvestigation by the Company currently pending or which the Company presentlyintends to initiate.

 

**3.8****                              ****TITLE TO PROPERTIES; LIENS ANDENCUMBRANCES**.  The property and assets the Company owns areowned by the Company free and clear of all mortgages, liens, loans andencumbrances, except (a) as reflected in the Financial Statements, ( b) asdescribed in **Exhibit A**, the CompanyDisclosure Schedule (c) for statutory liens for the payment of currenttaxes that are not yet delinquent, and (d) for liens, encumbrances andsecurity interests that arise in the ordinary course of business and minordefects in title, none of which, individually or in the aggregate, materiallyimpair the Company’s ownership or use of such property or assets.  With respect to the property and assets itleases, the Company is in compliance with such leases and holds a validleasehold interest free of any liens except for the pre-petition mechanic’sliens, claims or encumbrances, subject to clauses (a) through (d) ofthis Section 3.8.

 

**3.9****                              ****PATENTS AND OTHER PROPRIETARYRIGHTS**

 

**(a)****         **To the best of the Company’s knowledge, the Companyowns, possesses, has a license to, has access to or can become licensed onreasonable terms under, all patents, patent applications, trademarks, servicemarks, trade names, licenses, inventions, computer software, technicalinformation and copyrights necessary for the operation of its business as nowconducted and as proposed to be conducted by the Company with no known (afterreasonable inquiry) infringement of or conflict with the rights of others (norany basis therefor).

 

**(b)****         **There are no outstanding options, licenses oragreements of any kind, express or implied, relating to the matters listed in subsection3.9(a), above, nor is the Company bound by or a party to any 

 

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options, licensesor agreements of any kind with respect to the patents, trademarks, servicemarks, trade names, copyrights, trade secrets, licenses, information,proprietary rights and processes of any other person or entity.

 

**(c)****         **The Company has not received any communicationsalleging that the Company has violated or, by conducting its business asproposed, would violate any of the patents, trademarks, service marks, tradenames, copyrights or trade secrets or any proprietary rights of any otherperson or entity.

 

**(d)****         **The Company is not aware that any of its employees isobligated under any contract (including licenses, covenants or commitments ofany nature) or other agreement, or subject to any judgment, decree or order ofany court or administrative agency, that would interfere with the use of suchemployee’s commercially reasonable efforts to promote the interests of theCompany or that would conflict with the Company’s business as presentlyconducted.

 

**(e)****         **Neither the execution and delivery by the Company ofthis Agreement or the Transaction Documents to which Company is a party, northe carrying on of the Company’s business by the employees of the Company, northe conduct of Company’s business as presently conducted, will conflict with orresult in a breach of the terms, conditions or provisions of, or constitute adefault under, any contract, covenant or instrument under which any of suchemployees is now obligated.

 

**(f)****           **The Company does not believe it is or will be necessaryto utilize any inventions of any of its employees (or people it currentlyintends to hire) made prior to their employment by the Company.

 

**3.10****                       ****NO DEFAULTS, VIOLATIONS ORCONFLICTS**.  The Company, except for the default interestrate being paid on the PRB Funding, LLC promissory note, and certain approvedclaims by the bankruptcy court, and certain outstanding mechanic’s liens, isnot in violation or default of any term or provision of its Articles ofIncorporation or Bylaws, or any term or provision of any indebtedness,mortgage, indenture, contract, agreement, judgment, writ, statute, rule,regulation or any decree or order or of any provision of federal or statestatute, rule or regulation applicable to the Company, the violation ofwhich would be a Material Adverse Event.

 

**3.11****                       ****RELATED PARTY TRANSACTIONS**. Except as set forth on **EXHIBIT A** andexcept for relationships of Atticus Lowe and the Purchaser to which the Companymakes no representations in this Section 3.11, there are no agreements,understandings, or proposed transactions between the Company and any of itsofficers, directors, stockholders, affiliates, or any affiliate thereof, and (a) noemployee, officer or director of the Company or member of his or her immediatefamily is indebted to the Company, nor is the Company indebted (or committed tomake loans or extend or guarantee credit) to any of them, (b) no suchperson has any direct or indirect ownership interest in any firm or corporationwith which the Company is affiliated or with which the Company has a businessrelationship, or any firm or corporation that competes with the Company, exceptthat employees, officers, or directors of the Company and members of theirimmediate families may own less than one percent (1.0%) of the stock inpublicly traded companies that may compete with the Company, and (c) nomember of the immediate family or any officer or director of the Company isdirectly or indirectly interested in any material contract with the Company.

 

**3.12****                       ****EMPLOYEE COMPENSATION PLANS**. The Company is not a party to or bound by (a) any currentlyeffective employment contracts (except for employment contracts that areterminable at will), (b) deferred compensation agreements, (c) bonusplans, (d) incentive plans, profit sharing plans, retirement agreements orother employee compensation agreements, and (e) does not maintain orcontribute to, and has never maintained or contributed to, any “employeebenefit plan,” as such term is defined in the Employee Retirement IncomeSecurity Act of 1974, as amended (“ERISA”).

 

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**3.13****                       ****EMPLOYEE RELATIONS**. The Company’s employees are not represented by any labor unions nor, tothe Company’s knowledge, is any union organization campaign in progress.  The Company has no collective bargainingagreements with any of its employees. There is no strike, labor dispute, or labor union organizing activitypending or, to the Company’s knowledge, threatened with respect to theCompany.  To the Company’s knowledge, noemployee of the Company, nor any consultant with whom the Company hascontracted, is in violation of any term of any employment contract, proprietaryinformation agreement or any other agreement relating to the right of any suchindividual to be employed by, or to contract with, the Company because of thenature of the business to be conducted by the Company; and to the Company’sknowledge, the continued employment by the Company of its present employees,and the performance of the Company’s contracts with its independent contractorswill not result in any such violation. The Company has not received any notice alleging that any such violationhas occurred.  No employee of the Companyhas been granted the right to continued employment by the Company or to anymaterial compensation following termination of employment with theCompany.  The Company is not aware thatany officer or key employee, or that any group of key employees intends toterminate their employment with the Company, nor does the Company have apresent intention to terminate the employment of any officer, key employee orgroup of key employees.

 

**3.14****                       ****BROKERS AND FINDERS**. The Company has not retained any investment banker, broker or finder inconnection with the transactions contemplated by this Agreement, and will notbe obligated to pay any finder’s fee or commission in connection with thistransaction.

 

**3.15****                       ****GOVERNMENTAL CONSENTS**. No consent, approval, order or authorization of, or registration,qualification, designation, declaration or filing with, any federal, state,local or provincial governmental authority on the part of the Company isrequired in connection with the consummation of the transactions contemplatedby this Agreement, except for the filing pursuant to federal or state securitieslaws, including, but not limited to: Regulation D under the Securities Act; andthe “blue sky” securities laws of each State in which any Purchaser has itsprincipal executive office, and the rules thereunder, each of whichfilings will be effected within fifteen (15) days after the Closing or withinthe required statutory period.

 

**3.16****                       ****ENVIRONMENTAL REGULATIONS**. The Company, the operation of its business and any real property thatthe Company owns or has owned, leases or has leased or otherwise occupies oruses or has occupied or used (the “Premises”)are, to the best of the Company’s knowledge, in compliance with all applicableEnvironmental Laws (as defined below) and orders or directives of anygovernmental authorities having jurisdiction under such EnvironmentalLaws.  The Company has not received anycitation, directive, letter or other communication, written or oral, or anynotice of any proceeding, claim or lawsuit, from any person arising out of the ownershipor occupation of the Premises, or the conduct of its operations, and theCompany is not aware of any basis therefor. To the best of the Company’s knowledge, no material expenditures are orwill be required in order to comply with any Environmental Laws.  For purposes of this Agreement, the term “Environmental Laws” shall mean anyfederal, state, local or foreign law, ordinance, rule, regulation, permit andauthorization pertaining to the protection of human health or the environment.

 

**3.17****                       ****MINUTE BOOK**. The minute book of the Company contains a complete summary of allmeetings of directors and stockholders and contains all written consents ofsuch directors and stockholders since the time of incorporation, and accuratelyreflects in all material respects all transactions referred to in such minutes.

 

**3.18****                       ****ABSENCE OF CERTAIN CHANGES**. Since the Financial Statements Date, and at all times up to the Closing,there has not been, and, so far as reasonably can be foreseen at this time,there is not reasonably likely to be, any event or condition of any characterwhich has materially adversely affected, or is likely to 

 

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affect, the Company’s business operations, assets, condition (financialor otherwise), liabilities, earnings or prospects including but not limited to:

 

**(a)****                                 **Any Material Adverse Event;

 

**(b)****                                 **Any declaration, setting aside or paymentor other distribution in respect of any of the Company’s capital stock, or anydirect or indirect redemption, purchase or other acquisition of any of suchstock by the Company, other than the repurchase of unvested shares of CommonStock of the Company issued to employees, officers or directors of orconsultants to the Company;

 

**(c)****                                 **Any waiver by the Company of a valuableright or of a material debt owed to it;

 

**(d)****                                 **Any material change or amendment to acontract or arrangement by which the Company or any of its assets or propertiesis bound or subject;

 

**(e)****                                 **Any damage, destruction or loss to anyasset of the Company (whether or not covered by insurance) that, individuallyor in the aggregate, would constitute a Material Adverse Event;

 

**(f)****                                   **Any commitment, transaction or otheraction by the Company other than in the ordinary course of business andconsistent with past practice;

 

**(g)****                                **Any amendment or other change to theArticles of Incorporation or Bylaws of the Company (except as contemplated bythis Agreement);

 

**(h)****                                **Any sale or other disposition of anyright, title or interest in or to any assets or properties of the Company orany revenues derived therefrom other than in the ordinary course of businessand consistent with past practice;

 

**(i)****                                   **Either (i) any approval or action toput into effect any general increase in any compensation or benefits payable toany class or group of employees of the Company, any increase in thecompensation or benefits payable or to become payable by the Company to any ofits directors, officers or any of its employees whose total compensation aftersuch increase would exceed $250,000 per annum (collectively, “Key Employees”) or any bonus,service award, percentage compensation or other benefit paid, granted oraccrued to or for the benefit of any Key Employee, or (ii) the adoption oramendment in any material respect of any employee benefit plan or compensationcommitment or any severance agreement or employment contract to which any KeyEmployee is a party;

 

**(j)****                                   **Any material change in any accountingprinciple or method or election for federal income tax purposes used by theCompany;

 

**(k)****                               **Any labor trouble, or any event or conditionof any character, materially adversely affecting the business or plans of theCompany; or

 

**(l)****                                   **Any authorization, approval, agreement orcommitment to do any of the foregoing.

 

**3.19****                       ****TAX RETURNS, PAYMENTS ANDELECTIONS**.  Except for the Company’s federal and stateincome tax returns for the taxable years ended December 31, 2007, and December 31,2008 (which the Company has not yet filed by reason of the Company’s priorbankruptcy filing), the Company has timely filed all tax returns (federal,state and local) and reports as required by law and all taxes, assessments andother government charges imposed upon the Company, or upon any of the assets,income or franchises of the 

 

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Company, have been timely paid. To the knowledge of the Company, such returns and reports are true andcorrect in all material respects.  To theknowledge of the Company, the Company has paid all taxes and other assessmentsdue prior to the taxable year ended December 31, 2007.  There are (a) no actual or proposed Taxdeficiencies, assessments or adjustments with respect to the Company or anyassets or operations of the Company; (b) no consent has been given withrespect to the Company to extend the time in which any Tax may be assessed orcollected by any taxing authority, except for the federal and state income taxreturns for the taxable years ended December 31, 2007, and December 31,2008; (c) there are no ongoing or pending Tax audits by any taxingauthority against the Company except for an audit by the State of Wyomingcovering multiple years in which Black Raven Energy (f/k/a PRB Energy, Inc.)was an operator (d) none of the assets or income items of the Company hasbeen or potentially is subject to Tax under Section 1374 of the InternalRevenue Code, as amended (the “Code”) (or any corresponding provision ofstate, local or foreign law).  “Tax” or “Taxes” means any federal, state,local or foreign income, gross receipts, license, payroll, employment, excise,severance, stamp, occupation, premium, property, windfall, profits,environmental, customs, capital stock, franchise, employees’ incomewithholding, foreign or domestic withholding, social security, unemployment,disability, real property, personal property, sales, use, transfer, valueadded, alternative or add-on minimum or other similar tax, governmental fee,governmental assessment or governmental charge of any kind whatsoever,including any interest, penalties or additions to Tax or additional amountswith respect to the foregoing.  TheCompany has not elected pursuant to the Code to be treated as a Subchapter Scorporation or a collapsible corporation pursuant to Section 1362(a) orSection 341(f) of the Code, respectively, nor has it made any otherelections pursuant to the Code (other than elections that relate solely tomethods of accounting, depreciation or amortization) that would have a materialeffect on the Company, its financial condition, its business as presentlyconducted or proposed to be conducted or any of its properties or materialassets.

 

**3.20****                       ****INSURANCE**. The Company has in full force and effect fire and casualty insurancepolicies, with extended coverage, sufficient in amount (subject to reasonabledeductibles) to allow it to replace any of its properties that might be damagedor destroyed.  The Company has no key manlife insurance or errors and omissions insurance.  The Company is not in default with respect toits obligations under any insurance policy maintained by it, and the Companyhas not been denied insurance coverage.

 

**3.21****                       ****FINANCIAL STATEMENTS.** The Company will make its Financial Statements available for inspectionby Purchaser upon request.  The FinancialStatements are accurate and complete in all material respects, are consistentwith the books and records of the Company (which, in turn, are accurate andcomplete in all material respects but are unaudited and are not prepared incompliance with generally accepted accounting principles (“GAAP”) andhave been prepared in accordance with the Company’s historical accountingpractices consistently applied throughout the periods indicated and with eachother, except that such non-GAAP unaudited Financial Statements do not containall footnotes required by GAAP.  TheFinancial Statements fairly present the financial condition and operatingresults of the Company as of the dates, and for the periods, indicatedtherein.  Except as set forth in theFinancial Statements, the Company does not have any liabilities (whetheraccrued, absolute, unliquidated, contingent or otherwise, whether or not knownto the Company, whether due or to become due and regardless of when asserted)arising out of transactions entered into at or prior to the Closing, or anyaction or inaction at or prior to the Closing or any state of facts existing ator prior to the Closing other than (i) liabilities and obligations thathave arisen after the Financial Statements Date in the ordinary course ofbusiness (none of which is a liability resulting from breach of contract,breach of warranty, tort, infringement, claim or lawsuit), and (ii) obligationsunder contracts and commitments incurred in the ordinary course of businessthat would not be required to be reflected in financial statements prepared inaccordance with GAAP.  Except as disclosedin the Financial Statements, the Company is not a guarantor or indemnitor ofany indebtedness of any other person, firm or corporation.  The Company maintains and will continue tomaintain a standard system of accounting established and administered in amanner consistent with its historical accounting practices.

 

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**3.22****                       ****PERMITS. **The Company has all franchises, permits, licenses andany similar authority necessary for the conduct of its business, the lack ofwhich could materially and adversely affect the business, properties orfinancial condition of the Company.  TheCompany is not in default in any material respect under any such franchises,permits, licenses or other similar authority.

 

**3.23****                       ****OFFERING**. Subject in part to the truth and accuracy of Purchaser’s representationsset forth in Section 4 of this Agreement, the offer, sale andissuance of the Common Stock as contemplated by this Agreement are exempt fromthe registration requirements of the Securities Act, and the qualification orregistration requirements of the Law or other applicable blue sky laws.  Neither the Company nor any authorized agentacting on its behalf will take any action hereafter that would cause the lossof such exemptions.

 

**4.****                                     ****REPRESENTATIONS AND WARRANTIES OFPURCHASER.  **Purchaser represents and warrants to theCompany as follows:

 

**4.1****                              ****AUTHORIZATION**. Purchaser has full power and authority to enter into this Agreement andall corporate action on the part of Purchaser, its officers, directors, andstockholders necessary for the purchase of the Shares has been taken, and thisAgreement constitutes the legally binding and valid obligation of Purchaser,enforceable in accordance with its terms, except (i) as limited byapplicable bankruptcy, insolvency, reorganization, moratorium, and other lawsof general application affecting enforcement of creditors’ rights generally,and (ii) as limited by laws relating to the availability of specificperformance, injunctive relief or other equitable remedies.

 

**4.2****                              ****BROKERS AND FINDERS**. Purchaser has not retained any investment banker, broker or finder inconnection with the transactions contemplated by this Agreement.

 

**4.3****                              ****PURCHASE ENTIRELY FOR OWNACCOUNT. **This Agreement is made with Purchaser in reliance uponPurchaser’s representation to the Company, which by Purchaser’s execution ofthis Agreement Purchaser hereby confirms, that the Shares to be received byPurchaser will be acquired for investment for Purchaser’s own account, not as anominee or agent, and not with a view to the sale or distribution of any partthereof, and that Purchaser has no present intention of selling, granting anyparticipation in, or otherwise distributing the same.  By executing this Agreement, such Purchaserfurther represents that it has no contract, undertaking, agreement or arrangementwith any person to sell, transfer or grant participation to such person or toany third person, with respect to any of the Shares.

 

**4.4****                              ****R****ESTRICTED SECURITIES. **Purchaser understands and acknowledges that theoffering of the Shares pursuant to this Agreement will not be registered underthe Securities Act on the grounds that the offering and sale of securitiescontemplated by this Agreement are exempt from registration pursuant to Section 4(2) ofthe Securities Act, and that the Company’s reliance upon such exemption ispredicated, in part, upon Purchaser’s representations set forth in thisAgreement.

 

**4.5****                              ****LIMITATIONS ON DISPOSITION. **In no event will Purchaser dispose of anyof their respective Shares (other than pursuant to an effective registrationstatement under the Act or pursuant to Rule 144 promulgated by the UnitedStates Securities and Exchange Commission (the “Commission”) under the Securities Act (“Rule 144”) or any similar oranalogous rule), unless and until (i) Purchaser shall have notified theCompany of the proposed disposition and shall have furnished the Company with astatement of the circumstances surrounding the proposed disposition, and (ii) ifreasonably requested by the Company, Purchaser shall have furnished the Companywith an opinion of counsel satisfactory in form and substance to the Companyand the Company’s counsel to the effect that (x) such disposition will notrequire registration 

 

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under theSecurities Act and (y) appropriate action necessary for compliance withthe Securities Act and any applicable state, local or foreign law has beentaken.

 

**4.6****                              ****INVESTMENT EXPERIENCE ANDDISCLOSURE OF INFORMATION. **Purchaser (i) has such knowledge andexperience in financial and business matters as to be capable of evaluating themerits and risks of its prospective investment in the Shares; (ii) hasreceived all the information it has requested from the Company in connectionwith its purchase of the Shares; (iii) has the ability to bear theeconomic risks of its prospective investment; and (iv) is able to bear theeconomic risk of its investment and to hold the Shares for an indefinite periodof time.

 

**4.7****                              ****ACCREDITED INVESTOR. **Purchaser is an “accredited investor,” as such term isdefined for purposes of Regulation D promulgated by the Commission.

 

**5.****                                     ****LEGEND**. The certificates for the Shares shall bear a legend in substantially thefollowing form.

 

**“THESECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACTOF 1933, AS AMENDED (“ACT”).  SUCHSECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDERTHE ACT IS IN EFFECT AS TO SUCH TRANSFER OR, IN THE OPINION OF COUNSELREASONABLY SATISFACTORY TO THE COMPANY, SUCH TRANSFER MAY BE MADE PURSUANTTO RULE 144 OR REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCHTRANSFER TO COMPLY WITH THE ACT.”**

 

**7.****                                     ****ADDITIONAL COVENANTS OF PARTIES**

 

**8.1****                              ****DELIVERY OF SHARE CERTIFICATES**. Within three (3) business days following the Closing, the Companyshall execute and deliver to Purchaser a duly executed stock certificate forthe number of Shares of Common Stock that the Purchaser is purchasinghereunder.

 

**8.2****                              ****SECURITIES LAW COMPLIANCE. **If applicable, the Company shall file a Form Dwith the United States Securities and Exchange Commission, shall file “blue sky”securities law forms with cognizant state officials with jurisdiction over theparties or the transaction contemplated herein, as applicable, and shall filesuch other forms and take such other actions as may be necessary to cause thepurchase and sale of the Shares pursuant to this Agreement to comply withapplicable federal and state securities laws.

 

**9.****                                     ****MISCELLANEOUS**

 

**9.1****                              ****NOTICES.** All notices, elections, requests, demands, and other communicationsrequired or permitted under this Agreement shall be in writing, and shall bedeemed to have been delivered and received (a) when personally delivered,or (b) on the third (3rd) businessday after which sent by registered or certified mail, postage prepaid, returnreceipt requested, (c) on the date on which transmitted by facsimile orother electronic means generating a receipt evidencing a successfultransmission (provided that, on that same date, a copy of such notice is sentby registered or certified mail, postage prepaid, return receipt requested), or(d) on the next business day after the business day on which depositedwith a regulated public carrier (*e.g.,*Federal Express) for overnight delivery, freight prepaid, addressed to theparty for whom intended at the address or facsimile number set forth on thesignature page hereof, or such other address or facsimile number, noticeof which is given in a manner permitted by this Section 9.1.

 

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**9.2****                              ****BINDING ON SUCCESSORS; ASSIGNMENT**. This Agreement shall be binding upon, and shall inure to the benefit of,the heirs, successors, assigns, and personal representatives of each of theparties.

 

**9.3****                              ****COUNTERPARTS**. This Agreement may be executed in counterparts, each of which shall bedeemed an original and all of which, taken together, shall be one and the sameinstrument, binding on each of the signatories thereto.

 

**9.4****                              ****TITLES AND SUBTITLES**. The titles and subtitles used in this Agreement are used for convenienceonly and are not to be considered in construing or interpreting this Agreement.

 

**9.5****                              ****AMENDMENTS AND WAIVERS**. Any term of this Agreement may be amended and the observance of any termof this Agreement may be waived (either generally or in a particular instanceand either retroactively or prospectively), only with the written consent ofthe Company and Purchaser.

 

**9.6****                              ****SEVERABILITY**. If one or more provisions of this Agreement are held to be unenforceableunder applicable law, such provision shall be excluded from this Agreement andthe balance of the Agreement shall be interpreted as if such provision were soexcluded and shall be enforceable in accordance with its terms.

 

**9.7****                              ****ENTIRE AGREEMENT**. This Agreement and the documents referred to herein constitute theentire agreement among the parties and supersede and replace all prior andcontemporaneous understandings, whether oral or written, regarding such subjectmatter, and no party shall be liable or bound to any other party in any mannerby any warranties, representations or covenants except as specifically setforth herein or therein.

 

**9.8****                              ****SURVIVAL OF REPRESENTATIONS ANDWARRANTIES**.  The representations and warranties of theparties contained in this Agreement shall survive the execution and delivery ofthis Agreement and the Closing and shall in no way be affected by anyinvestigation of the subject matter thereof made by or on behalf of thePurchaser or the Company.

 

**9.9****                              ****ATTORNEYS’ FEES**. If any action or proceeding is commenced to construe or enforce theterms and conditions of this Agreement or the rights and duties createdhereunder, then the party prevailing in such action shall be entitled torecover its attorneys’ fees and the costs of enforcing any judgment enteredtherein.

 

**9.10****                       ****GOVERNING LAW**. This Agreement shall be governed by and construed in accordance withNevada law, without regard to the application of the conflict of law principalsthereunder.

 

[*Signatures appear on the following pages*.]

 

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**INWITNESS WHEREOF**,the parties hereto have executed this Securities Purchase Agreement as of theday and year first above written.

 

“**COMPANY:”**

 
| ** **           | ** ** | **BLACK RAVEN ENERGY, INC.,**a Nevada corporation |
|----------------------|------------|---------------------------------------------------|
| ** **           | ** ** | ** **                                        |
| ** **           | ** ** | ** **                                        |
| August 27, 2009 |       | By                                                | /s/ William Hayworth |
| Date                 |       |                                              | William Hayworth, Chief Executive Officer |
|                 |       |                                              |   |
| ** **           | ** ** | **Address and Facsimile No. for  Notices**:  |
|                 |       |                                              |
|                 |       | 1125 17th Street,  Suite 2300           |
|                 |       | Denver, CO 80202                                  |
|                 |       | Facsimile No.: (303)  308-1590                    |

 

[*Signatures continued on following page*.]

 

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**“PURCHASER:”**

** **
| ** ** | **WEST COAST OPPORTUNITY FUND, LLC**, a Delaware  limited liability company |
|------------|-----------------------------------------------------------------------------|
| ** ** | ** **                                                                  |
|       | By                                                                          | **WEST COAST ASSET MANAGEMENT, INC**.,  Managing Member |
|       |                                                                        |   |
|       |                                                                        |   |
|       |                                                                        | By | /s/ Atticus Lowe |
|       |                                                                        |   | Name: Atticus Lowe |
|       |                                                                        |   | Title: Chief Investment Officer |
|       |                                                                        |   |   |
|       | August 27, 2009                                                        |
|       | Date                                                                        |
|       |                                                                        |
| ** ** | **Address and Facsimile No. for  Notices**:                            |
| ** ** | ** **                                                                  |
| ** ** | West Coast Opportunity Fund, LLC                                            |
| ** ** | c/o West Coast Asset Management, Inc.                                       |
| ** ** | Attn: Atticus Lowe                                                          |
| ** ** | 1205 Coast Village Road                                                     |
| ** ** | Montecito, CA 93108                                                         |
| ** ** |                                                                        |
| ** ** | Facsimile No.:   (805) 648-6466                                        |

 

PURCHASER SIGNATURE PAGE TO PURCHASE AGREEMENT

 

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