EXHIBIT 10.5

                     Amendment #3 to Plan of Reorganization
                          and Share Exchange Agreement
                               Dated June 20, 2011
                  By and Between Red Mountain Resources, Inc.,
                          And Black Rock Capital, LCC,
                       and Black Rock Capital Shareholders

<PAGE>

                     Amendment #3 to Plan of Reorganization
                          and Share Exchange Agreement
                               Dated June 20, 2011
                  By and Between Red Mountain Resources, Inc.,
                          And Black Rock Capital, LCC,
                       and Black Rock Capital Shareholders


         For and in consideration of mutual benefits,  detriments, and promises,
the adequacy of which is hereby acknowledged,  Red Mountain Resources,  Inc. and
Black Rock Capital, Inc. (Formerly LLC) and Black Rock shareholders hereby amend
the Plan of Reorganization and Share Exchange Agreement as follows:

     1)   The closing date is extended to June 22, 2011.

     2)   Red Mountain Resources,  Inc. has agreed to a modification of the Plan
          of Reorganization and Share Exchange Agreement to reflect as follows:

          A)   Black Rock  Capital  has  borrowed  $2,500,000  in Notes  (copies
               attached as Exhibits A-1, A-2, A-3) and has agreed to cause to be
               issued 600,000 shares of Red Mountain  conditioned on the closing
               of the Black Rock Acquisition.

          B)   Black  Rock  used  the   proceeds   of  the  loans  to   purchase
               approximately 13.3% of Cross Border Resources, Inc. and such will
               remain assets of Black Rock after Black Rock's acquisition by Red
               Mountain.

     3)   All other terms as previously  amended shall remain the same, except a
          set forth herein.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]


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Dated: June 20, 2011

RED MOUNTAIN RESOURCES, INC.              BLACK ROCK CAPITAL, INC.


By: ________________________________      By: _______________________________
         Kenneth J. Koock                     ___________________________
         President/CEO                        ___________________________


                                     SHAREHOLDERS OF BLACK ROCK CAPITAL, INC.



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<PAGE>

EXHIBIT A-1

                                PROMISSORY NOTE


AMOUNT:  $1,500,000                                          DATE:  MAY 24, 2011


     FOR VALUE RECEIVED, BLACK ROCK CAPITAL, LLC ("Borrower") hereby promises to
pay to the order of  BEL-CAL  PROPERTIES  ("Lender")  the  principal  sum of ONE
MILLION  FIVE  HUNDRED  THOUSAND  ($1,500,000)  DOLLARS.  Payment in full,  plus
accrued  interest  of ten (10%)  percent  shall be made in  lawful  money of the
United States,  at the principal  address of Lender,  or such other place as the
holder of this Note may designate on the earlier of:

         1.       Closing of the merger between Red Mountain Resources, Inc. and
Black Rock  Capital,  LLC  and  closing  of  an  additional  equity raise in the
additional amount of $2,500,000; or

         2.       September 30, 2011.

         As an inducement to making this Advance, Borrower shall deliver 375,000
shares of the common stock of Red Mountain Resources, Inc to Lender.
         Borrower shall have the privilege  without  premium or penalty,  at any
time and from time to time, of prepaying this Note in whole or in part.

         No partial  prepayment  shall  postpone or interrupt the payment of the
remaining  principal balance,  all of which shall continue to be due and payable
at the time and the manner set forth above.

         Borrower  agrees that a default shall occur hereunder in the event that
payment is not made upon demand and such default  continues  for a period of ten
(10) days from the date of demand  therefor.  After the  expiration  of such ten
(10) day period  interest  shall accrue on the unpaid balance due hereunder at a
rate of fifteen (15%) percent,  together with attorneys' fees for collection and
payment of the same,  which sums may be enforced  and  recovered by the entry of
judgment on this.

         Borrower  (and  all   endorsers,   sureties  and   guarantors)   waives
presentment  for payment,  demand,  notice of demand,  notice of  nonpayment  or
dishonor,  protest and notice of protest of this Note,  and all other notices in
connection with the delivery, acceptance,  performance,  default, or enforcement
of the payment of this Note;  liability  hereunder  shall be  unconditional  and
shall not be  affected  in any  manner  by any  indulgence,  extension  of time,
renewal, waiver or modification granted or consented to by Lender.

         Borrower shall pay the cost of any revenue,  tax or other stamps now or
hereafter required by law at any time to be affixed to this Note or any security
documents  executed in  conjunction  herewith,  and if any taxes be imposed with
respect to debts secured by any such security documents or with respect to notes
evidencing  debts so secured  Borrower agrees to pay or to reimburse Lender upon
demand the amount of such taxes.

<PAGE>

         The words "Lender" and "Borrower"  whenever  occurring  herein shall be
deemed and  construed  to include  their  respective  successors  and assigns of
Lender and Borrower.

         This  instrument  shall be  construed  according to and governed by the
laws of the Commonwealth of Pennsylvania.

         IN WITNESS  WHEREOF,  Borrower has duly executed this  Promissory  Note
under seal the day and year first above mentioned.

                                        BLACK ROCK CAPITAL, LLC

                                        BY:__________________________________
                                               NAME:
                                               TITLE:



<PAGE>

EXHIBIT A-2

                                PROMISSORY NOTE


AMOUNT:  $250,000                                           DATE:  MAY 24, 2011


     FOR VALUE RECEIVED, BLACK ROCK CAPITAL, LLC ("Borrower") hereby promises to
pay to the order of WILLIAM F. MILLER,  III  ("Lender") the principal sum of TWO
HUNDRED  FIFTY  THOUSAND  ($250,000)  DOLLARS.  Payment  in full,  plus  accrued
interest  of ten  (10%)  percent  shall be made in  lawful  money of the  United
States, at the principal address of Lender, or such other place as the holder of
this Note may designate on the earlier of:

         1.       Closing of the merger between Red Mountain Resources, Inc. and
Black Rock  Capital,  LLC  and  closing  of  an  additional  equity raise in the
additional amount of $2,500,000; or

         2.       September 30, 2011.

         As an inducement to making this Advance,  Borrower shall deliver 50,000
shares of the common stock of Red Mountain Resources, Inc to Lender.
         Borrower shall have the privilege  without  premium or penalty,  at any
time and from time to time, of prepaying this Note in whole or in part.

         No partial  prepayment  shall  postpone or interrupt the payment of the
remaining  principal balance,  all of which shall continue to be due and payable
at the time and the manner set forth above.

         Borrower  agrees that a default shall occur hereunder in the event that
payment is not made upon demand and such default  continues  for a period of ten
(10) days from the date of demand  therefor.  After the  expiration  of such ten
(10) day period  interest  shall accrue on the unpaid balance due hereunder at a
rate of fifteen (15%) percent,  together with attorneys' fees for collection and
payment of the same,  which sums may be enforced  and  recovered by the entry of
judgment on this.

         Borrower  (and  all   endorsers,   sureties  and   guarantors)   waives
presentment  for payment,  demand,  notice of demand,  notice of  nonpayment  or
dishonor,  protest and notice of protest of this Note,  and all other notices in
connection with the delivery, acceptance,  performance,  default, or enforcement
of the payment of this Note;  liability  hereunder  shall be  unconditional  and
shall not be  affected  in any  manner  by any  indulgence,  extension  of time,
renewal, waiver or modification granted or consented to by Lender.

         Borrower shall pay the cost of any revenue,  tax or other stamps now or
hereafter required by law at any time to be affixed to this Note or any security
documents  executed in  conjunction  herewith,  and if any taxes be imposed with
respect to debts secured by any such security documents or with respect to notes
evidencing  debts so secured  Borrower agrees to pay or to reimburse Lender upon
demand the amount of such taxes.

<PAGE>

         The words "Lender" and "Borrower"  whenever  occurring  herein shall be
deemed and  construed  to include  their  respective  successors  and assigns of
Lender and Borrower.

         This  instrument  shall be  construed  according to and governed by the
laws of the Commonwealth of Pennsylvania.

         IN WITNESS  WHEREOF,  Borrower has duly executed this  Promissory  Note
under seal the day and year first above mentioned.

                                        BLACK ROCK CAPITAL, LLC

                                        BY:__________________________________
                                               NAME:
                                               TITLE:



<PAGE>

EXHIBIT A-3

                                PROMISSORY NOTE


AMOUNT:  $700,000                                            DATE:  MAY 24, 2011


     FOR VALUE RECEIVED, BLACK ROCK CAPITAL, LLC ("Borrower") hereby promises to
pay to the order of MICHAEL J. GARNICK  ("Lender")  the  principal  sum of SEVEN
HUNDRED THOUSAND ($700,000)  DOLLARS.  Payment in full, plus accrued interest of
ten (10%)  percent  shall be made in lawful money of the United  States,  at the
principal  address of Lender, or such other place as the holder of this Note may
designate on the earlier of:

         1.       Closing of the merger between Red Mountain Resources, Inc. and
Black Rock  Capital,  LLC  and  closing  of  an  additional  equity raise in the
additional amount of $2,000,000; or

         2.       September 30, 2011.

         As an inducement to making this Advance, Borrower shall deliver 175,000
shares of the common stock of Red Mountain Resources, Inc to Lender.
         Borrower shall have the privilege  without  premium or penalty,  at any
time and from time to time, of prepaying this Note in whole or in part.

         No partial  prepayment  shall  postpone or interrupt the payment of the
remaining  principal balance,  all of which shall continue to be due and payable
at the time and the manner set forth above.

         Borrower  agrees that a default shall occur hereunder in the event that
payment is not made upon demand and such default  continues  for a period of ten
(10) days from the date of demand  therefor.  After the  expiration  of such ten
(10) day period  interest  shall accrue on the unpaid balance due hereunder at a
rate of fifteen (15%) percent,  together with attorneys' fees for collection and
payment of the same,  which sums may be enforced  and  recovered by the entry of
judgment on this.

         Borrower  (and  all   endorsers,   sureties  and   guarantors)   waives
presentment  for payment,  demand,  notice of demand,  notice of  nonpayment  or
dishonor,  protest and notice of protest of this Note,  and all other notices in
connection with the delivery, acceptance,  performance,  default, or enforcement
of the payment of this Note;  liability  hereunder  shall be  unconditional  and
shall not be  affected  in any  manner  by any  indulgence,  extension  of time,
renewal, waiver or modification granted or consented to by Lender.

         Borrower shall pay the cost of any revenue,  tax or other stamps now or
hereafter required by law at any time to be affixed to this Note or any security
documents  executed in  conjunction  herewith,  and if any taxes be imposed with
respect to debts secured by any such security documents or with respect to notes
evidencing  debts so secured  Borrower agrees to pay or to reimburse Lender upon
demand the amount of such taxes.

<PAGE>

         The words "Lender" and "Borrower"  whenever  occurring  herein shall be
deemed and  construed  to include  their  respective  successors  and assigns of
Lender and Borrower.

         This  instrument  shall be  construed  according to and governed by the
laws of the Commonwealth of Pennsylvania.

         IN WITNESS  WHEREOF,  Borrower has duly executed this  Promissory  Note
under seal the day and year first above mentioned.

                                        BLACK ROCK CAPITAL, LLC

                                        BY:__________________________________
                                               NAME:
                                               TITLE: