BLACK RAVEN ENERGY, INC. SECURITIES PURCHASE AGREEMENT

Purchase and Sale Agreement

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BLACK RAVEN ENERGY, INC. | Denver, CO | PRB Energy, Inc | PRB Oil & Gas, Inc | West Coast Asset Management, Inc | West Coast Opportunity Fund, LLC

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Title: BLACK RAVEN ENERGY, INC. SECURITIES PURCHASE AGREEMENT
Date: 5/1/2009
Industry: Natural Gas Utilities Sector: Utilities

Exhibit 10.2

BLACK RAVEN ENERGY, INC. SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”), dated April 23, 2009, is made by and between Black Raven Energy, Inc., a Nevada Corporation (the “Company”), and West Coast Opportunity Fund, LLC, a Delaware limited liability company (the “Purchaser”).

RECITALS:

WHEREAS , on January 16, 2009, the United States Bankruptcy Court for the District of Colorado confirmed that certain “Modified Second Amended Joint Plan of Reorganization filed by PRB Energy, Inc., and PRB Oil & Gas, Inc.,” dated December 3, 2008 (the “Plan”), and the confirmation of the Plan thereafter became effective on February 2, 2009.

WHEREAS , PRB Energy, Inc. changed its corporate name to Black Raven Energy, Inc.

WHEREAS , on April 13, 2009, the parties executed the Agreement Regarding New Equity Raise Under the Modified Second Amended Joint Plan of Reorganization (“New Equity Agreement”).

WHEREAS , pursuant to the New Equity Agreement, the parties have agreed to execute this Agreement in order to memorialize the terms and conditions on which Purchaser shall purchase certain shares of the common stock of the Company.

NOW, THEREFORE , in consideration of the foregoing and of the mutual covenants and agreements set forth in this Agreement, the parties hereto agree as follows:

ARTICLE I
PURCHASE OF SHARES OF COMMON STOCK; CLOSING

1.1 Sale and Purchase . Subject to and in accordance with the respective terms and conditions of this Agreement, the Purchaser agrees to purchase and the Company agrees to sell and issue to Purchaser, one hundred sixty-six thousand six hundred sixty-seven (166,667) shares of the Company’s common stock, par value $.001 (the “Common Stock”) for an aggregate purchase price of five hundred thousand dollars ($500,000) (the “Purchase Price”).

1.2 Closing . The purchase, sale and issuance of the Common Stock shall take place concurrent with the execution of this Agreement or on a later date mutually agreeable to the parties (the “Closing”). At the Closing, Purchaser shall pay to the Company the full Purchase Price, by (a) check payable to the Company, (b) wire transfer in accordance with the Company’s instructions, or (c) any combination of the foregoing and within three business days of such payment, the Company shall issue a certificate or certificates to the Purchaser evidencing the Common Stock purchased hereunder.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

2.1 Representations and Warranties . In connection with its purchase of the Common Stock, and as a material inducement to the Company to issue the Common Stock, the Purchaser hereby makes the following representations and warranties to the Company:

(a) Authorization . Purchaser has full power and authority to enter into this Agreement and all corporate action on the part of Purchaser, its officers, directors, and stockholders

necessary for the purchase of the Common Stock has been taken, and this Agreement constitutes the legally binding and valid obligation of Purchaser, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(b) Brokers and Finders . Purchaser has not retained any investment banker, broker or finder in connection with the transactions contemplated by this Agreement.

(c) Purchase Entirely For Own Account . This Agreement is made with Purchaser in reliance upon Purchaser’s representation to the Company, which by Purchaser’s execution of this Agreement Purchaser hereby confirms, that the Common Stock to be received by Purchaser will be acquired for investment for Purchaser’s own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and that Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Purchaser further represents that it has no contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Common Stock.

(d) Restricted Securities . Purchaser understands and acknowledges that the offering of the Common Stock pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration pursuant to Section 4(2) of the Securities Act, and that the Company’s reliance upon such exemption is predicated, in part, upon Purchaser&rs

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