AGREEMENT
      AND PLAN OF MERGER

     

    This
      Agreement and Plan of Merger is made as of November 7, 2005, by and between
      Eternal Energy Corp., a Nevada corporation (the “Merging Corporation”), and
      Golden Hope Resources Corp., a Nevada corporation (the “Surviving Corporation”).
      (The corporations together are sometimes referred to below as the “Constituent
      Corporations.”)

     

    The
      Constituent Corporations agree as follows:

     

    1.  The
      Merging
      Corporation
      is duly
      organized, existing, and in good standing under the laws of the State of Nevada.
      It has one thousand (1,000) shares of authorized capital stock, all of which
      are
      issued and outstanding.

     

    2.  The
      Surviving Corporation
      is duly
      organized, existing, and in good standing under the laws of the State of Nevada.
      It has eight hundred seventy-five million (875,000,000) shares of authorized
      capital stock, all of which are designated as common stock. Fifty million seven
      hundred fifty thousand (50,750,000) shares of common stock are issued and
      outstanding (taking into effect a 1-35 forward stock split effected by the
      Surviving Corporation on November 7, 2005, which post-split shares are subject
      to a mandatory exchange by the Surviving Corporation’s stockholders of stock
      certificates issued prior to the stock split ).

     

    3.  The
      Boards of Directors of the Constituent Corporations
      deem it
      in the best interests of the corporations and their stockholders that the
      Merging Corporation be merged with and into Surviving Corporation in accordance
      with Nevada Revised Statutes Chapter 92A. The Boards hereby adopt on behalf
      of
      their corporations the plan of reorganization set forth in this Agreement and
      Plan of Merger.

     

    4.  Merger.
      The
      Merging Corporation shall be merged with and into the Surviving Corporation,
      which shall survive the merger. The Merging Corporation’s separate existence
      shall cease on the effective date of the merger, which
      shall be the later of November 7, 2005, or the date on which the Articles of
      Merger are accepted for filing by the Office of the Secretary of State of the
      State of Nevada.
      Without
      any other transfer or documentation, on the effective date of the merger, the
      Surviving Corporation shall (i) succeed to all of the Merging Corporation’s
      rights and property; and (ii) be subject to all the Merging Corporation’s
      liabilities and obligations.

     

    Notwithstanding
      the above, after the effective date of the merger, the Surviving Corporation’s
      proper officers and directors may perform any acts necessary or desirable to
      vest or confirm the Surviving Corporation’s possession of and title to any
      property or rights of the Merging Corporation, or otherwise carry out this
      Agreement’s purposes. This includes execution and delivery of deeds, assurances,
      assignments, or other instruments.

     

    5.  Conversion
      of Shares.
      By
      virtue of the merger and without any action by any stockholder, upon the
      effective time of the merger, all of the shares of the Merging Corporation
      will
      be converted into and will become that number of fully paid and nonassessable
      shares of the Surviving Corporation’s common stock and thereafter retired. No
      fractional shares of the Surviving Corporation shall be issued.

     

    The
      shares of Surviving Corporation outstanding immediately prior to the merger
      shall not be changed by reason of the merger.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.  Change
      in Articles of Incorporation and Bylaws:
      The
      Surviving Corporation’s Articles of Incorporation in effect on the effective
      date shall continue to be its Articles of Incorporation, except that Article
      First thereof shall be amended in its entirety to read as follows:

     

    “The
      name
      of the corporation is: Eternal Energy Corp.”

     

    The
      Surviving Corporation’s Bylaws as in effect on the effective date of the merger
      shall continue to be its Bylaws without change as a result of the
      merger.

     

    7.  Officers
      and Directors:
      The
      Surviving Corporation’s officers and directors shall continue and remain as such
      after the effective date of the merger for the full unexpired terms of their
      respective offices, or until their successors have been duly elected or
      appointed and qualified, subject to the resignations and appointments thereof;
      such that, as of the effective date of the merger, the Surviving Corporation’s
      officers and directors shall be as follows:

     

    
      	·  	
              Bradley
                M. Colby —President, Chief Executive Officer, Treasurer, Chief Financial
                Officer, Secretary, and Director.

            


    

     

    
      	·  	
              John
                Anderson—Director

            


    

     

    
      	·  	
              Frederick
                Fisher—Director

            


    

     

    
      	·  	
              Tom
                Murdoch—Director

            


    

     

    
      	·  	
              Chris
                Sturdy—Director

            


    

     

    8.  Abandonment
      of Merger:
      Any
      time prior to the effective date, this merger may be abandoned without further
      obligation or liability by action of the board of directors of either of the
      Constituent Corporations.

     

    9.  Counterparts:
      This
      Agreement of Merger may be executed in any number of counterparts, each of
      which
      shall constitute an original instrument.

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement by their
      respective duly authorized officers, as of the date first written
      above.

     

    
      	 	 	 
	 	GOLDEN
              HOPE RESOURCES CORP.
	 	(to be renamed Eternal Energy
              Corp.) 
	 	“Surviving Corporation” 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/
              Bradley M.
              Colby                                                               
              
	 	 	Bradley M. Colby, President and Chief  Executive
              Officer 
	 	 	 
	 	 	 
	 	ETERNAL ENERGY
              CORP.
	 	“Merging
              Corporation”
	 	 	 
	 	By: 	/s/ Bradley M.
              Colby                                                               
              
	 	 	Bradley M. Colby, President and Chief  Executive
              Officer