Exhibit
      10.19

     

     

    

      HEARTLAND
        RESOURCES INC.

      Suite
        302, 1620 West 8th
        Avenue

      Vancouver,
        B.C., V6J 1V4

      Telephone:
        (604) 736-5005

      Facsimile:
        (604) 288-2442

      


      


      


      
        	 	
                February
                  28, 2007

              
	 	 
	 	 
	
                Eternal
                  Energy Corp.

              	
                Emerald
                  Bay Holdings Ltd.

              
	
                Suite
                  300, 2120 West Littleton Blvd.

              	
                11
                  Anglesea Street

              
	
                Littleton,
                  CO 80120

              	
                Dublin,
                  Ireland

              
	 	 
	
                Attention:
                  Mr. Brad Colby

              	
                Attention:
                  Mr. John FitzGerald

              


      

      


      


      Pebble
        Petroleum Inc.

      Suite
        1003, 409 Granville Street

      Vancouver,
        B.C.

      V6C
        1T2

      


      Attention:
        Mr. Edward Duncan

      


      Gentlemen:

      


      Re:
        Purchase of Shares of Pebble Petroleum Inc. (“Pebble
        Petroleum”)

      


      This
        letter constitutes an offer by Heartland Resources Inc. (“Heartland”)
        to
        purchase all of the issued voting common shares of Pebble Petroleum Inc.
        (“Pebble
        Petroleum”)
        from
        Emerald Bay Holdings Ltd. (“Emerald”)
        and
        Eternal Energy Corp. (“Eternal
        Energy”),
        collectively referred to as the “Vendors”.

      


      Background

      


      A.  Heartland
        is an Ontario corporation with its head office located in Vancouver, BC.
        Heartland is engaged in the oil and gas exploration business and it shares
        are
        listed for trading on the TSX Venture Exchange (“TSX-V”)
        under
        the symbol “HRI”.

      


      B.  Pebble
        Petroleum is a British Columbia corporation, all of the shares of which are
        owned by Emerald and Eternal Energy. Pebble Petroleum in turn owns all of
        the
        issued and outstanding shares of Rover Resources Inc. (“Rover”),
        a
        Nevada
        corporation. Pebble Petroleum and Rover hold the petroleum and natural gas
        exploration rights to approximately 150,000 gross and net acres of property
        in
        western Canada and the western United States (the “PNG
        Rights”).
        The
        PNG Rights are summarized in schedules which have been initialed by the parties
        for reference and delivered with this Agreement and are referred to as Exhibit
        “A” and Exhibit “B”. Those Exhibits are not being attached to this Agreement for
        reasons of confidentiality. The majority of the PNG Rights are held under
        Provincial crown leases and licenses in Canada, with a small portion held
        over
        State lands and privately owned lands in the U.S. The properties which are
        the
        subject of the PNG Rights are exploration properties with no production and
        no
        proven reserves. 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      C.  Pebble
        Petroleum acquired the PNG Rights in and to lands located in Canada (the
        “Canadian
        PNG Rights”)
        pursuant to an agreement dated October 15, 2006 among Pebble Petroleum, Eternal
        Energy, Fairway Exploration LLC (“Fairway”),
        a
        private US corporation controlled by Steven Swanson, and Prospector Oil Corp.
        (“POI”),
        a
        private US corporation controlled by Mr. Richard Findley. Fairway and POI
        identified and provided initial analysis of the potential of the prospects.
        Heartland acknowledges receipt of a copy of that agreement, which is referred
        to
        herein as the “Pebble
        Agreement”.
        Pursuant to the Pebble Agreement, Pebble Petroleum agreed to bid on certain
        PNG
        leases and licenses and to bid on additional licenses to be identified by
        Fairway within the area of mutual interest in Canada identified in the Pebble
        Agreement (the “Canadian
        PNG Rights”) which
        it
        is anticipated will total not less than 200,000 acres in area. Fairway and
        POI
        have agreed to provide consulting services to Pebble Petroleum on
        an as
        needed basis for
        a
        period of twenty four months on the terms stipulated therein. Pebble Petroleum
        has agreed to pay to Fairway prospectors’ fees totaling US$500,000 (which have
        been paid) and a fee of US$5.00 per net acre for lands which Pebble acquires
        within the area of mutual interest outlined in the Pebble Agreement, which
        fee
        currently totals approximately US$500,000 and is being accrued.  Pebble Petroleum has
        also
        agreed to grant Fairway a 5% gross overriding royalty (“GORR”) on the first
        100,000 barrels of gross production from all acreage over which Pebble Petroleum
        acquires the Canadian PNG Rights and a 3% GORR on all future production
        thereafter. Pebble Petroleum
        has also agreed to grant to POI a 2% GORR on the first 100,000 barrels of
        gross
        production from all acreage over which Pebble Petroleum acquires the Canadian
        PNG Rights and a 1% GORR on all future production thereafter. Pursuant to
        Pebble
        Agreement, Pebble Petroleum also agreed to pay Eternal Energy a fee of
        CDN$882,000, which fee is being accrued and is convertible into 15% of Pebble
        Petroleum’s shares on a fully diluted basis after giving effect to an initial
        equity or convertible loan financing of CDN$5,000,000. In addition, Pebble
        Petroleum issued to Eternal 15 common shares of Pebble at the price of $0.01
        per
        share, and has agreed to grant to Eternal Energy a 5% GORR on all production
        from each well drilled on from all acreage over which Pebble Petroleum acquires
        the Canadian PNG Rights. Pebble has also agreed to pay to Eternal Energy
        a spud
        fee of US$250,000 for each of the first eight wells drilled on the lands
        within
        the area of mutual interest;

      


      D.  Rover
        was
        incorporated by Pebble to acquire the PNG Rights in and to lands located
        in the
        Untied States. Rover acquired its interests in the PNG Rights in lands located
        in the United States pursuant to an agreement dated October 26, 2006 among
        Pebble Petroleum, Rover, Eternal Energy, Fairway and POI. Fairway and POI
        identified and provided initial analysis of the potential of these prospects.
        Heartland acknowledges receipt of a copy of that agreement, which is referred
        to
        herein as the “Rover Agreement”.
        Pursuant to the Rover Agreement, Rover and Eternal Energy acquired certain
        State
        and privately held PNG leases and licenses identified by Fairway and POI
        within
        an area of mutual interest in the U.S. outlined in the Rover Agreement (the
        “US
        PNG Rights”).
        Rover’s interest is 90% and Eternal’s is 10%. Rover and Eternal Energy agreed to
        pay to Fairway and POI a prospector’s fee totaling US$400,000 and a fee of
        US$5.00 per net acre of leased acreage acquired by Rover and Eternal Energy
        in
        the area of mutual interest identified in the Rover Agreement, which fee
        currently totals approximately US$25,000 and
        is
        being accrued.  Rover and
        Eternal Energy have also agreed to grant to Fairway and POI a GORR equal
        to the
        difference between existing burdens of record at the time of acquisition
        of any
        acreage in the Prospect and twenty percent (20%), the intent being to deliver
        a
        net revenue interest of eighty percent (80%) to Rover and Eternal Energy
        . In no
        event, however, shall the GORR interest of Fairway and POI be less than one
        and
        one-half percent (1.5%). The
        GORR
        interest will be calculated on a well-by-well basis and calculated in the
        same
        manner as the landowner royalty. The payment obligations of Rover and Eternal
        Energy shall be borne by them as to 90% and 10% in accordance with their
        proportionate working interests in the lands and leases acquires pursuant
        to the
        Rover Agreement. Rover and Eternal energy have also agreed to enter into
        a joint
        venture agreement respecting such lands and leases, with Rover or its assignee
        to be operator. 

       

      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      

      


      


      E.  Pursuant
        to a loan agreement dated for reference October 16, 2007 between Pebble
        Petroleum and Emerald (the “Emerald
        Loan Agreement”),
        Pebble Petroleum obtained the initial financing of CDN $5,000,000 from Emerald
        by way of a convertible loan with interest at 10%. Emerald was issued 85
        common
        shares of Pebble Petroleum at $0.01 per share and Eternal Energy 15 shares
        at
        the same price to reflect to their equity interests. Emerald and Eternal
        Energy
        agreed in the Pebble Agreement that all future financings would dilute their
        shareholdings pro-rata. Subsequently, Emerald has made additional advances
        totaling approximately CDN $12.2 million and been issued an additional 200
        common shares, with the result that Emerald now owns 285 shares or 95% of
        Pebble
        Petroleum and Eternal Energy owns 15 shares or 5%, both on an undiluted and
        fully diluted basis. Pebble Petroleum now owes Emerald approximately CDN$17.2
        million plus accrued interest (the “Emerald
        Loan”)
        and
        Eternal Energy CDN$882,000 plus accrued interest (the “Eternal
        Debt”).

      


      F.  The
        parties acknowledge that Mr. Brad Colby is a director of both Heartland and
        Eternal Energy and a senior officer of both Pebble Petroleum and Eternal
        Energy.
        Mr. Colby is also a minority shareholder of Eternal Energy.

      


      Heartland
        proposes to purchase all of the issued and outstanding shares of Pebble
        Petroleum from Emerald and Eternal Energy at their original cost, and raise
        sufficient funds to cause Pebble Petroleum to repay the Emerald Loan and
        Eternal
        Debt and to fund an initial drilling program. Heartland also intends to cause
        Pebble and Rover to fulfil their obligations under the Pebble Agreement and
        Rover Agreement and to exercise their rights thereunder. Accordingly, in
        consideration of the mutual covenants and agreements contained herein, the
        parties agree as follows:

      


      1.  Terms
        of Sale

      


      1.1  Sale
        of Shares. The
        Vendors agree to sell and Heartland agrees to purchase all of the issued
        and
        outstanding common shares of Pebble Petroleum (the “Pebble
        Petroleum Shares”)
        which
        are held by Emerald as to 285 Pebble Petroleum Shares or 95% and Eternal
        Energy
        as to 15 Pebble Petroleum Shares or 5%. In consideration, Heartland will
        pay to
        the Vendors an amount equal to their original subscription price of $0.01
        per
        Pebble Petroleum Share, for a total purchase price $3.00, which will be paid
        to
        Emerald as to $2.85 and to Eternal Energy as to $0.15.

       

      
        
           

        

        
          -3-

          
            

          

        

        
           

        

      

      


      1.2  Performance
        Shares.
        As
        additional consideration for the sale of the Pebble Petroleum Shares, Heartland
        shall authorize, allot and reserve for issuance to Emerald and Eternal Energy
        a
        total of 25,000,000 common shares of Heartland at a deemed price of $0.85
        per
        share on a performance basis tied to Heartland’s oil and gas production (the
        "Heartland
        Performance Shares").
        If,
        at any time during the 5 year period following closing of this Agreement,
        there
        are 30 consecutive days in which the average gross production of crude oil
        (or
        natural gas equivalents) from the lands in respect of which Pebble Petroleum
        and
        Rover currently hold the PNG Rights and any PNG Rights subsequently acquired
        pursuant to the Pebble Agreement and the Rover Agreement equals or exceeds
        1,000
        barrels per day, Heartland will issue a total 5,000,000 Heartland Performance
        Shares to Emerald and to Eternal Energy. An additional 5,000,000 Heartland
        Performance Shares will be issued for each incremental 1,000 barrels of average
        daily production for 30 consecutive days, such that if Heartland achieves
        an
        average of 5,000 barrels per day of crude oil (or natural gas equivalents)
        production for not less than 30 consecutive days within the 5 year period,
        the
        entire 25,000,000 Heartland Performance Shares will issued. Heartland’s
        obligation to issue the Heartland Performance Shares will expire at the end
        of
        the five year period. The Heartland Performance Shares will be issued to
        Emerald
        and to Eternal Energy in proportion to their shareholdings and convertible
        debt
        positions in Pebble Petroleum, being 95% to Emerald and 5% to Eternal
        Energy.

      


      1.3  Repayment
        of Debts.
        On
        closing of Heartland’s purchase of the Pebble Petroleum Shares from the Vendors,
        Heartland will provide sufficient funding to Pebble Petroleum to enable it
        to
        repay the Emerald Loan and the Eternal Debt and will cause Pebble Petroleum
        to
        repay same.

      


      1.4  TSX-V
        Acceptance.
        The
        Parties acknowledge that the transactions contemplated hereby shall be subject
        to the acceptance of the TSX-V and all other regulatory authorities having
        jurisdiction. Without limiting the generality of the foregoing, the Parties
        acknowledge that the number and deemed price of the Heartland Performance
        Shares
        which may be issued to the Vendors is subject to TSX-V approval. Heartland
        agrees that promptly upon execution of this Agreement, it shall make application
        to the TSX-V and use its reasonable efforts to obtain such approval as soon
        as
        reasonably practicable. The other Parties agree to cooperate with Heartland
        and
        provide all such information and documentation as the TSXV may reasonably
        request in support of Heartland's application for approval. 

      


      1.5  Securities
        Laws.
        The Vendors acknowledge that if the Heartland Performance Shares are earned
        out,
        Heartland intends to issue the Heartland Performance Shares to the Vendors
        in
        reliance upon exemptions from the registration and prospectus requirements
        of
        applicable securities laws and regulations, and that accordingly the Heartland
        Performance Shares will be issued subject to such trading restrictions, escrow
        arrangements and hold periods as may be imposed under applicable securities
        laws
        and regulations.

      


      
        	 	
                2.

              	
                Representations
                  and Warranties of Vendors and Pebble
                  Petroleum

              


      

      


      
        	 	
                2.1

              	
                Emerald.
                  Emerald represents and warrants to Heartland
                  that:

              


      

       

      
        
           

        

        
          -4-

          
            

          

        

        
           

        

      

      
 

      
        	 	
                (a)

              	
                Emerald
                  is the registered and beneficial owner of 285 Pebble Petroleum
                  Shares and
                  has full right, power and authority to sell, transfer and assign
                  its
                  Pebble Petroleum Shares to Heartland as contemplated by this Agreement,
                  subject only to approval of Pebble Petroleum's board of directors;
                  

              


      

      


      
        	 	
                (b)

              	
                it
                  holds the Emerald Loan and has not conveyed, transferred, assigned
                  or
                  granted security over it, and the Emerald Loan Agreement is in
                  full force
                  and effect and Pebble Petroleum is not in default
                  thereunder;

              


      

      


      
        	 	
                (c)

              	
                Emerald
                  is duly incorporated and in good standing under the laws of its
                  jurisdiction of incorporation and has full right, power and authority
                  to
                  execute and deliver this Agreement and complete the transactions
                  contemplated hereby, and all necessary corporate action has been
                  taken by
                  Emerald to complete the transactions contemplated
                  hereby;

              


      

      


      
        	 	
                (d)

              	
                to
                  Emerald’s knowledge,
                  Pebble Petroleum and Rover
                  have good and marketable title to the respective PNG Rights held
                  by
                  them;

              


      

      


      
        	 	
                (e)

              	
                there
                  is no suit, action, litigation, arbitration proceeding or governmental
                  proceeding, including any appeal or application for review, in
                  progress
                  or, to the knowledge of Emerald, pending or threatened against
                  it , or
                  relating to or affecting any of properties, assets or its business
                  including without limitation the Emerald Loan and its Pebble Petroleum
                  Shares; 

              


      

      


      
        	 	
                (f)

              	
                there
                  is not presently outstanding against Emerald or, to its knowledge,
                  Pebble
                  Petroleum or Rover, any judgement, decree, injunction, rule or
                  order of
                  any court, governmental department, commission, agency, instrumentality
                  or
                  arbitrator; and

              


      

      


      
        	 	
                (g)

              	
                this
                  Agreement has been duly executed by Emerald and constitutes a legal,
                  valid
                  and binding obligation of Emerald enforceable against it in accordance
                  with its terms, except
                  as enforceability may be restricted, limited or delayed by applicable
                  bankruptcy or other laws affecting creditors’ rights generally and except
                  as enforceability may be subject to general principles of
                  equity.

              


      

      


      
        	 	
                2.2

              	
                Eternal
                  Energy.
                  Eternal Energy represents and warrants to Heartland
                  that:

              


      

      


      
        	 	
                (a)

              	
                Eternal
                  Energy is the registered and beneficial owner of 15 Pebble Petroleum
                  Shares and has full right, power and authority to sell, transfer
                  and
                  assign its Pebble Petroleum Shares to Heartland as contemplated
                  by this
                  agreement subject only to approval of Pebble Petroleum's board
                  of
                  directors;

              


      

      


      
        	 	
                (b)

              	
                it
                  holds the Eternal Debt and has not conveyed, transferred, assigned
                  or
                  granted security over it, and Pebble Petroleum is not in default
                  with
                  respect to payment of the Eternal Debt,


              


      

       

      
        
           

        

        
          -5-

          
            

          

        

        
           

        

      

      
 

      
        	 	
                (c)

              	
                Eternal
                  Energy is duly incorporated and in good standing under the laws
                  of its
                  jurisdiction of incorporation and has full right, power and authority
                  to
                  execute and deliver this Agreement and complete the transactions
                  contemplated hereby, and all necessary corporate action has been
                  taken by
                  Eternal Energy to complete the transactions contemplated
                  hereby;

              


      

      


      
        	 	
                (d)

              	
                to
                  Eternal Energy’s knowledge, Pebble Petroleum and Rover have good and
                  marketable title to the respective PNG Rights held by
                  them;

              


      

      


      
        	 	
                (e)

              	
                there
                  is no suit, action, litigation, arbitration proceeding or governmental
                  proceeding, including any appeal or application for review, in
                  progress
                  or, to the knowledge of Eternal Energy, pending or threatened against
                  it ,
                  or relating to or affecting any of properties, assets or its business
                  including without limitation the Eternal Debt and its Pebble Petroleum
                  Shares;

              


      

      


      
        	 	
                (f)

              	
                there
                  is not presently outstanding against Eternal Energy or, to its
                  knowledge,
                  Pebble Petroleum or Rover, any judgement, decree, injunction, rule
                  or
                  order of any court, governmental department, commission, agency,
                  instrumentality or arbitrator; and

              


      

      


      
        	 	
                (g)

              	
                this
                  Agreement has been duly executed by Eternal Energy and constitutes
                  a
                  legal, valid and binding obligation of Eternal Energy enforceable
                  against
                  it in accordance with its terms, except as enforceability may be
                  restricted, limited or delayed by applicable bankruptcy or other
                  laws
                  affecting creditors’ rights generally and except as enforceability may be
                  subject to general principles of
                  equity.

              


      

      


      
        	 	
                2.3

              	
                Pebble
                  Petroleum.
                  Pebble Petroleum represents and warrants to Heartland
                  that:

              


      

      


      
        	 	
                (a)

              	
                It
                  is duly incorporated and validly existing under the laws of British
                  Columbia and has all necessary corporate power, authority and capacity
                  to
                  own its assets and to carry on its business as presently conducted
                  by it
                  and
                  has full right, power and authority to execute and deliver this
                  Agreement
                  and complete the transactions contemplated hereby, and all necessary
                  corporate action has been taken by Pebble Petroleum to complete
                  the
                  transactions contemplated hereby;

              


      

      


      
        	 	
                (b)

              	
                its
                  authorized capital consists of an unlimited number of common shares
                  without par value, of which 300 common shares are issued and outstanding
                  as fully paid and non-assessable shares (being the Pebble Petroleum
                  Shares); 285 of the Pebble Petroleum Shares are registered in the
                  name of
                  Emerald and 15 of the Pebble Petroleum Shares are registered in
                  the name
                  of Eternal Energy;

              


      

      


      
        	 	
                (c)

              	
                Rover
                  is duly incorporated and validly existing under the laws of the
                  State of
                  Nevada and has all necessary corporate power, authority and capacity
                  to
                  own its assets and to carry on its business as presently conducted
                  by it;
                  

              


      

       

      
        
           

        

        
          -6-

          
            

          

        

        
           

        

      

      
 

      
        	 	
                (d)

              	
                the
                  authorized capital of Rover consists of 100,000,000 common shares
                  with a
                  par value of $0.001 per share of which one common share is issued
                  and
                  outstanding as fully paid and non-assessable and is legally and
                  beneficially owned by Pebble Petroleum free of any liens, charges
                  and
                  encumbrances;

              


      

      


      
        	 	
                (e)

              	
                no
                  person, firm or corporation has any option or agreement, present
                  or
                  future, contingent or otherwise, to require either Pebble Petroleum
                  or
                  Rover to allot or issue any further shares in its capital or any
                  other
                  securities convertible or exchangeable into any shares in its capital,
                  or
                  convert or exchange any security into or for any shares in its
                  capital;

              


      

      


      
        	 	
                (f)

              	
                Pebble
                  Petroleum and Rover have good and marketable title to all of their
                  assets,
                  properties, interests in properties, real and personal including
                  the PNG
                  Rights, free and clear of all encumbrances except as disclosed
                  in Exhibit
                  “A”, Exhibit “B”, the Pebble Agreement and the Rover Agreement; and Pebble
                  Petroleum and Rover are in full compliance with their obligations
                  under
                  the leases, licenses and agreements pursuant to which they were
                  granted
                  the PNG Rights and such leases, licenses and agreements are in
                  full force
                  and effect;

              


      

      


      
        	 	
                (g)

              	
                the
                  Pebble Agreement and the Rover Agreement are in good standing and
                  no party
                  is in default thereunder; 

              


      

      


      
        	 	
                (h)

              	
                neither
                  Pebble Petroleum nor Rover is a party to or bound by any agreement
                  of
                  guarantee, indemnification or any other like commitments in respect
                  of the
                  obligations, liabilities (contingent or otherwise) or indebtedness
                  of any
                  other person other than Pebble Petroleum's guarantee of the obligations
                  of
                  Rover under the Rover Agreement;

              


      

      


      
        	 	
                (i)

              	
                there
                  is no suit, action, litigation, arbitration proceeding or governmental
                  proceeding, including any appeal or application for review, in
                  progress,
                  to its knowledge, pending or threatened against, or relating to
                  it or
                  affecting any of its properties or assets or its
                  business;

              


      

      


      
        	 	
                (j)

              	
                there
                  is not presently outstanding against it any judgement, decree,
                  injunction,
                  rule or order of any court, governmental department, commission,
                  agency,
                  instrumentality or arbitrator; and

              


      

      


      
        	 	
                (k)

              	
                this
                  Agreement has been duly executed by Pebble Petroleum and constitutes
                  a
                  legal, valid and binding obligation of Pebble Petroleum enforceable
                  against it in accordance with its terms, except as enforceability
                  may be
                  restricted, limited or delayed by applicable bankruptcy or other
                  laws
                  affecting creditors’ rights generally and except as enforceability may be
                  subject to general principles of
                  equity.

              


      

       

      
        
           

        

        
          -7-

          
            

          

        

        
           

        

      

      
 

      2.4 Reliance.
        The
        Vendors and Pebble Petroleum acknowledge and agree that Heartland has entered
        into this Agreement in reliance on the warranties and representations of
        the
        Vendors and Pebble Petroleum and other terms and conditions of this Agreement.
        

      


      2.5 Survival.
        The representations, warranties and covenants of the Vendors and Pebble
        Petroleum contained in this Agreement and in
        any
        document or certificate given pursuant hereto will survive the Closing and,
        notwithstanding the Closing and any investigation made by or on behalf of
        the
        Purchaser, will continue in full force and effect for the benefit of the
        Purchaser, provided that no claim based upon or with respect to the inaccuracy
        or non-performance or non-fulfilment or breach of any representation or warranty
        of the Vendors or Pebble Petroleum contained herein may be made or brought
        by
        Heartland after the
        expiration of twelve months from the Closing unless Heartland has given written
        notice to the Vendors and Pebble Petroleum of particulars of the basis of
        such
        claim within such period.

      


      
        	
                3

              	
                Representations
                  and Warranties of
                  Heartland

              


      

      


      3.1  Representations.
        Heartland
        represents and warrants to the Vendors that:

      


      
        	 	
                (a)

              	
                Heartland
                  is duly organized and validly existing under the laws of the Province
                  of
                  Ontario and is in good standing with respect to its filings required
                  by
                  the Ontario
                  Business Corporations Act
                  (Ontario) and has all necessary corporate power, authority and
                  capacity to
                  own its assets and to carry on its business as presently conducted;
                  and it
                  has all necessary corporate power, authority and capacity to enter
                  into
                  this Agreement;

              


      

      


      
        	 	
                (b)

              	
                its
                  common shares are listed for trading on the TSX-V under the trading
                  symbol
                  “HRI”, it is in good standing with the TSX-V and is current in all of
                  its
                  filings with and payments to the
                  TSX-V;

              


      

      


      
        	 	
                (c)

              	
                with
                  the exception of the approval of the TSX-V, no authorization, approval,
                  order, license, permit or consent of any governmental authority,
                  regulatory body or court, and no registration, declaration or filing
                  by it
                  with any such governmental authority, regulatory body or court
                  is required
                  in order for
                  it to incur the obligations expressed to be incurred by it pursuant
                  to
                  this Agreement, 

              


      

      


      
        	 	
                i.

              	
                for
                  it to execute and deliver all of the documents and instruments
                  to be
                  delivered by it pursuant to this
                  Agreement;

              


      

      


      
        	 	
                ii.

              	
                for
                  it to duly perform and observe the terms and provisions of this
                  Agreement;
                  or

              


      

      


      
        	 	
                iii.

              	
                to
                  render this Agreement legal, valid, binding and enforceable in
                  accordance
                  with its terms.

              


      

      


      
        	 	
                (d)

              	
                its
                  financial statements filed on SEDAR accurately reflect its financial
                  position as at their respective dates, and since the date of its
                  last
                  financial statements filed on SEDAR (i) no material adverse changes
                  in its
                  financial position have taken place, (ii) it has not incurred any
                  liabilities (contingent or otherwise) other than liabilities incurred
                  in
                  the ordinary course of business consistent with past practice and
                  liabilities not required to be reflected in its financial statements
                  pursuant to Canadian generally accepted accounting principles or
                  otherwise
                  required to be disclosed on SEDAR;

              


      

       

      
        
           

        

        
          -8-

          
            

          

        

        
           

        

      

      
 

      
        	 	
                (e)

              	
                it
                  has not received notice (written or oral) from the TSX-V or any
                  other
                  securities regulatory agency having jurisdiction over it to the
                  effect
                  that it is not in compliance with the listing or maintenance requirements
                  of such exchange; and

              


      

      


      
        	 	
                (f)

              	
                the
                  Heartland
                  Performance Shares will, if, as and when issued to Emerald and
                  Eternal
                  Energy, be issued as fully paid and non-assessable common shares.
                  

              


      

      


      3.2  Reliance.
        Heartland
        acknowledges and agrees that the Vendors have entered into this Agreement
        in
        reliance on Heartland’s warranties and representations and other terms and
        conditions of this Agreement

      


      3.3  Survival.
        The
representations,
        warranties and covenants of Heartland contained in this Agreement or
in
        any
        document or certificate given pursuant hereto will survive the Closing and,
        notwithstanding the Closing and any investigation made by or on behalf of
        the
Vendors,
        will
        continue in full force and effect for the benefit of the Vendors, provided
        that
        no claim based upon or with respect to the inaccuracy or non-performance
        or
        non-fulfilment or breach of any representation or warranty of the Purchaser
        contained herein may be made or brought by the Vendors
        after
        the
        expiration of twelve months from the Closing unless the Vendors have given
        written notice to the Purchaser of particulars of the basis of such claim
        within
        such period.

      


      4.  Closing

      4.1  Closing
        Time and Location. The
        closing of the transactions contemplated hereby (the “Closing”) will take place
        on June 15, 2007 at 10:00 a.m. Pacific Time (the “Closing
        Date”)
        at the
        offices of Heartland
        in Vancouver, B.C. or such other date, time and place as is agreed upon in
        writing by the parties, subject to satisfaction or waiver of all of the
        conditions precedent to Closing set forth herein. 

      


      4.2  Deliveries.
        On
        Closing, each party shall execute and deliver such documents as any other
        party
        may require, acting reasonably, to give effect to the terms and intention
        of
        this Agreement and in a manner consistent with transactions of like nature.
        The
        parties agree to co-operate to prepare a closing agenda and a complete list
        of
        documents required to be delivered closing promptly following execution of
        this
        Agreement.  

      


      
        	 	
                5.

              	 	
                Conditions
                  Precedent to Performance by Heartland of its Obligations under
                  this
                  Agreement

              


      

      


      5.1  Conditions. The
        obligation of Heartland to complete the transactions contemplated by this
        Agreement at the Closing will be subject to the satisfaction of, or compliance
        with, each of the following conditions precedent:

       

      
        
           

        

        
          -9-

          
            

          

        

        
           

        

      

      


      
        	 	
                (a)

              	
                Truth
                  and Accuracy of Representations of the Sellers and CHI at
                  Closing.
                  The
                  representations and warranties of the Vendors and Pebble Petroleum
                  made in
                  part 2 shall be true and correct in all material respects at and
                  as of the
                  Closing as though then made;

              


      

      


      
        	 	
                (b)

              	
                Performance
                  of Obligations The
                  Vendors and Pebble Petroleum shall have performed and complied
                  in all
                  material respects with all the obligations to be performed and
                  complied
                  with by them hereunder;

              


      

      


      
        	 	
                (c)

              	
                No
                  Injunction.
                  No injunction or restraining order of any Court or administrative
                  tribunal
                  of competent jurisdiction shall be in effect prohibiting the transactions
                  contemplated hereby and no action or proceeding shall have been
                  instituted
                  or shall be pending before any Court or administrative tribunal
                  to
                  restrain or prohibit the transactions between the parties contemplated
                  hereby;

              


      

      


      
        	 	
                (d)

              	
                Absence
                  of Change of Conditions
                  No event shall have occurred or condition or state of facts of
                  any
                  character shall have arisen or legislation (whether by statute,
                  rule,
                  regulation, by-law or otherwise) been introduced which might reasonably
                  be
                  expected to have a materially adverse effect upon the assets and
                  business
                  of Pebble Petroleum or Rover;

              


      

      


      
        	 	
                (e)

              	
                Financing.
                  Heartland shall
                  have completed a
                  financing on terms and conditions satisfactory to
                  it in its discretion resulting in gross proceeds of not less than
                  CDN$40,000,000; and 

              


      

      


      
        	 	
                (f)

              	
                TSX-V
                  Approval. The
                  TSX-V shall have approved the transactions contemplated hereby
                  including
                  Heartland's proposed financing referred to
                  above.

              


      

      


      


      5.2  Right
        of Waiver.
        The conditions set forth in Section 5.1 are for the exclusive benefit of
        Heartland and may be waived by Heartland in writing in whole or in part on
        or
        before the Closing by notice in writing to the Vendors and Pebble Petroleum.
        

      


      


      5.3  Merger
        of Conditions.
        The conditions set out in Section 5.1 shall be conclusively deemed to have
        been
        satisfied, waived or released on Closing except as otherwise agreed in writing
        by the parties at the time of Closing. 

      


      
        	 	
                6.

              	 	
                Conditions
                  Precedent to Performance by Vendors and Pebble Petroleum of their
                  Obligations under this
                  Agreement

              


      

      


      6.1  Conditions.
        The obligations of the Vendors and Pebble Petroleum to complete the transactions
        contemplated by this Agreement at the Closing will be subject to the
        satisfaction of, or compliance with, each of the following conditions
        precedent:

       

      
        
           

        

        
          -10-

          
            

          

        

        
           

        

      

      


      
        	 	
                (a)

              	
                Truth
                  and Accuracy of Representations of Heartland at Closing.
                  The
                  representations and warranties of Heartland made in part 3 shall
                  be true
                  and correct in all material respects at and as of the Closing as
                  though
                  then made;

              


      

      


      
        	 	
                (b)

              	
                Performance
                  of Obligations Heartland shall
                  have performed and complied in all material respects with all of
                  the
                  obligations to be performed and complied with by it
                  hereunder;

              


      

      


      
        	 	
                (c)

              	
                No
                  Injunction.
                  No injunction or restraining order of any Court or administrative
                  tribunal
                  of competent jurisdiction shall be in effect prohibiting the transactions
                  contemplated hereby and no action or proceeding shall have been
                  instituted
                  or shall be pending before any Court or administrative tribunal
                  to
                  restrain or prohibit the transactions between the parties contemplated
                  hereby;

              


      

      


      
        	 	
                (d)

              	
                Absence
                  of Change of Conditions
                  No event shall have occurred or condition or state of facts of
                  any
                  character shall have arisen or legislation (whether by statute,
                  rule,
                  regulation, by-law or otherwise) been introduced which might reasonably
                  be
                  expected to have a materially adverse effect upon the assets and
                  business
                  of Heartland;

              


      

      


      
        	 	
                (e)

              	
                Financing.
                  Heartland shall
                  have completed a
                  financing on terms and conditions satisfactory to
                  it in its discretion resulting in gross proceeds of not less that
                  CDN$40,000,000;

              


      

      


      
        	 	
                (f)

              	
                TSX-V
                  Approval. The
                  TSX-V shall have approved the transactions contemplated hereby
                  including
                  Heartland's proposed financing referred to
                  above

              


      

      


      


      6.2  Right
        of Waiver.
        The conditions set forth in Section 6.1 are for the exclusive benefit of
        Heartland and may be waived by Heartland in writing in whole or in part on
        or
        before the Closing by notice in writing to the Vendors and Pebble
        Petroleum.

      


      


      6.3  Merger
        of Conditions. The
        conditions set out in Section 6.1 shall be conclusively deemed to have been
        satisfied, waived or released on Closing except as otherwise agreed in writing
        by the parties at the time of Closing.

       

      
        
           

        

        
          -11-

          
            

          

        

        
           

        

      

      


      7. General
        Provisions

      


      
        	
                (a)

              	
                Notices. All
                  notices, requests, demands and other communications hereunder shall
                  be in
                  writing and shall be deemed to have been duly given if delivered
                  by hand,
                  facsimile or mailed postage prepaid addressed as
                  follows:

              


      

      


      To
        the
        Vendors:

       

      Eternal
        Energy Corp.

      Suite
        300, 2120 West Littleton Blvd.

      Littleton,
        CO 80120

      


      Facsimile:
        303.385.1230

      


      Emerald
        Bay Holdings Ltd.

      11
        Anglesea Street

      Dublin,
        Ireland

      


      Facsimile:
        011-021-431-0273

      


      To
        Heartland:

      


      Heartland
        Resources Inc.

      Suite
        302, 1620 West 8th
        Avenue

      Vancouver,
        B.C. V6J 1V4

      


      Facsimile:
        (604) 288-2442

      


      To
        Pebble
        Petroleum:

      


      Pebble
        Petroleum Inc.

      Suite
        1003, 409 Granville Street

      Vancouver,
        B.C.

      V6C
        1T2

      


      Facsimile:
        (604) 681-4760

      


      Any
        party
        may change its address for service by notice in writing to the other parties.
        

      


      
        	 	
                (b)

              	
                Time
                  of Essence. Time
                  is hereby expressly made of the essence of this Agreement with
                  respect to
                  the performance by the parties of their respective obligations
                  under this
                  Agreement.

              


      

      


      
        	 	
                (c)

              	
                Assignment. This
                  Agreement is not assignable by any party without the prior written
                  consent
                  of the other parties. This Agreement shall enure to the benefit
                  of and be
                  binding upon the parties hereto and their respective successors
                  and
                  permitted assigns.

              


      

      


      
        	 	
                (d)

              	
                Entire
                  Agreement.
                  This Agreement constitutes the entire agreement among the parties
                  with
                  respect to the subject matter hereof and shall supersede all previous
                  expectations, understandings, communications, representations and
                  agreements whether verbal or written between the parties with respect
                  to
                  the subject matter hereof.

              


      

       

      
        
           

        

        
          -12-

          
            

          

        

        
           

        

      

      
 

      
        	 	
                (e)

              	
                Further
                  Assurances.
                  Each of the parties hereto hereby covenants and agrees to execute
                  such
                  further and other documents and instruments and do such further
                  and other
                  things as may be necessary or desirable to implement and carry
                  out the
                  intent of this Agreement.

              


      

      


      
        	 	
                (f)

              	
                Governing
                  Laws.
                  This Agreement and all matters arising hereunder shall be governed
                  by,
                  construed and enforced in accordance with the laws of the Province
                  of
                  British Columbia and all disputes arising under this Agreement
                  shall be
                  referred to the Courts of the Province of British Columbia. The
                  parties
                  hereby irrevocably attorn to the exclusive jurisdiction of the
                  courts of
                  British Columbia with respect to any legal proceedings arising
                  herefrom.

              


      

      


      
        	 	
                (g)

              	
                Amendments.
                  No amendment to this Agreement shall be valid unless it is evidenced
                  by a
                  written agreement executed by all of the parties
                  hereto.

              


      

      


      
        	 	
                (h)

              	
                Independent
                  Legal Advice.
                  Each party acknowledges that it had been advised to obtain independent
                  legal advice with respect to this Agreement and that it has had
                  the
                  opportunity to do so.

              


      

      


      
        	 	
                (i)

              	
                Execution
                  and Delivery.
                  This Agreement may be executed in counterparts, each of which shall
                  be
                  deemed to be an original and all of which shall constitute one
                  and the
                  same Agreement. This Agreement may be delivered by hand, courier,
                  fax or
                  scanned email.

              


      

      


      Please
        indicate your agreement to the foregoing by executing this letter in the
        space
        provided below and returning it to us in the manner stipulated
        above.

      


      
        	 	
                Yours
                  truly,

              
	 	
                HEARTLAND
                  RESOURCES INC.

              
	 	 
	 	
                Per:
                  /s/
                  GERALD J. SHIELDS

              
	 	
                Gerald
                  J. Shields,

              
	 	
                President
                  

              


      

      


      


      The
        terms
        and conditions of this agreement are hereby accepted and agreed to as of
        the
        date first above written.

      


      
        	
                PEBBLE
                  PETROLEUM INC.

              	
                EMERALD
                  BAY HOLDINGS LTD.

              
	 	 
	
                Per:
                  /s/
                  EDWARD DUNCAN

              	
                Per:
                  /s/
                  JOHN FITZGERALD

              
	
                Edward
                  Duncan, Director

              	
                John
                  FitzGerald

              
	 	 
	 	 
	
                ETERNAL
                  ENERGY CORP.

              	 
	 	 
	
                Per:
                  /s/
                  BRAD COLBY

              	 
	
                Brad
                  Colby, President

              	 


      

      


      
        
           

        

        
          -13-