AGREEMENT AND PLAN OF MERGER

AMONG

GEORGIA EXPLORATION, INC.

WHARTON RESOURCES CORP.

GEX ACQUISITION CORP.

AND

CODEAMERICA INVESTMENTS LLC, BASSAM NASTAT, HARBOUR ENCAP LLC,

Dated as of November 21, 2006

TABLE OF CONTENTS

Page

ARTICLE 1 INTERPRETATION

1

1.1

Definitions

1

1.2

Singular, Plural, etc.

5

1.3

Deemed Currency

5

1.4

Headings, etc.

5

1.5

Date for any Action

5

1.6

Inclusive Terminology

5

1.7

Interpretation Not Affected by Party Drafting

6

1.8

Entire Agreement

6

1.9

Knowledge

6

1.10

References

6

ARTICLE 2 THE MERGER

6

2.1

Merger

6

2.2

Effect of the Merger

6

2.3

Closing of Merger

6

2.4

Certificate of Incorporation; By-Laws

7

2.5

Directors and Officers of the Surviving Corporation

7

2.6

Directors of Georgia

7

2.7

Conversion of Securities

7

2.8

Exchange of Certificates

7

2.9

Convertible Debentures

8

2.10

Issuance of Shares of the Surviving Corporation to Georgia

9

2.11

Taking of Necessary Action; Further Action

9

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

9

3.1

Representations and Warranties of Georgia and Wharton

9

3.2

Representations and Warranties of Wharton and the Wharton Stockholders

11

3.3

Additional Representations of the Wharton Stockholders

15

3.4

Representations and Warranties of Georgia

16

3.5

Non-Waiver

20

3.6

Survival of Representations and Warranties

20

ARTICLE 4 COVENANTS

20

4.1

Disclosure

20

4.2

Business Covenants of the Parties

21

4.3

Covenants of the Wharton Stockholders

23

4.4

Non-Solicitation

24

4.5

Access to Information and Confidentiality

25

4.6

Covenants in Respect of the Merger

25

4.7

Further Covenants Regarding the Merger

26

4.8

Merger of Covenants

26

4.9

Amendment to Disclosure Letter

26

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ARTICLE 5 STATE LAWS

27

5.1

State Law Matters

27

ARTICLE 6 CONDITIONS

27

6.1

Mutual Conditions Precedent

27

6.2

Several Conditions

28

6.3

Merger of Conditions

28

ARTICLE 7 TERMINATION

28

7.1

Termination

28

7.2

Termination Fee

29

7.3

Effect of Termination

29

ARTICLE 8 AMENDMENT

29

8.1

Amendments and Waivers

29

ARTICLE 9 GENERAL PROVISIONS

30

9.1

Notice

30

9.2

Confidentiality

30

9.3

Governing Law

31

9.4

Attornment

31

9.5

Binding Effect and Assignment

31

9.6

Time of the Essence

31

9.7

Third Party Rights

31

9.8

Counterparts

31

9.9

Fees and Expenses

31

9.10

No Personal Liability

31

9.11

Further Assurances

31

9.12

Remedies

32

AGREEMENT AND PLAN OF MERGER, dated the 21st day of November, 2006, between GEORGIA EXPLORATION, INC., a corporation organized under the laws of the State of Nevada (Georgia), and GEX ACQUISITION CORP., a corporation organized under the laws of the State of Delaware (Merger Sub), WHARTON RESOURCES CORP., a corporation duly organized under the laws of the State of Delaware and having an office in the City of Olive Branch, in the State of Mississippi (Wharton), and CODEAMERICA INVESTMENTS LLC, BASSAM NASTAT, and HARBOUR ENCAP LLC, being shareholders of Wharton Resources Corp.  (the Wharton Stockholders)

WHEREAS:

A.   the respective Boards of Directors of Georgia, Merger Sub and Wharton have approved and declared advisable this Agreement and the merger of Merger Sub with and into Wharton (the "Merger"), upon the terms and subject to the conditions in this Agreement, whereby each issued and outstanding share of common stock of Wharton will be converted into the right to receive the Merger Consideration.

B.  the respective Boards of Directors of Georgia, Merger Sub and Wharton have each determined that the Merger and the other transactions contemplated hereby are consistent with, and in furtherance of, their respective business strategies and goals;

C.  for U.S. federal income tax purposes, it is intended that (a) the Merger will qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "U.S. Tax Code"), and the rules and regulations promulgated thereunder and (b) this Agreement constitutes a plan of reorganization;  

D.  the Wharton Stockholders are the legal and beneficial holders of 100% of the issued and outstanding shares of common stock of Wharton (the Wharton Shares), and wish to document their intention to pass a resolution of the stockholders of Wharton unanimously approving the Merger and not to transfer any interest in their Wharton Shares.

E.  Georgia is the sole stockholder of Merger Sub, and wishes to document its intention to pass a resolution of the stockholder of Merger Sub unanimously approving the Merger.

NOW THEREFORE IN CONSIDERATION OF the agreements hereinafter contained and other good and valuable consideration (the receipt and adequacy whereof are hereby acknowledged), the parties hereto agree as follows:

ARTICLE 1
INTERPRETATION

1.1

Definitions

In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following words and terms will have the indicated meanings and grammatical variations of such words and terms will have corresponding meanings:

1933 Act means the United States Securities Act of 1933, as amended, and rules and regulations promulgated thereunder;

1934 Act means the United States Securities Exchange Act of 1934, as amended, and rules and regulations promulgated thereunder.

Acquisition Proposal has the meaning set forth in ;

Act means the General Corporation Law of the State of Delaware, and regulations made thereunder as in effect on the date hereof;

- 2 -

Agreement, and similar expressions refer to this Agreement, as the same may be amended or supplemented from time to time and, where applicable, to the appropriate Schedules hereto;

Applicable Laws means all laws, statutes, codes, ordinances, decrees, rules, regulations, by-laws, written policies, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, including general principles of common and civil law, and conditions of any grant of approval, permission, authority or license of any court, governmental entity or statutory body applicable to a person or its business, undertaking, property or securities;

Benefit Plans means employee benefit, supplemental employment benefit, bonus, pension, profit sharing, deferred compensation, stock compensation, stock option or purchase, retirement, hospitalization insurance, medical, dental, legal, disability and similar plans or arrangements or practices applicable to present or former employees, officers, directors or independent contractors of a Person which are currently maintained or participated in by a Person.

Board of Directors means, in respect of a Party, the board of directors of the Party.

Business Day means any day, excepting Saturdays, Sundays and statutory holidays observed in the State of Delaware;

Canadian Securities Laws means the securities laws and regulations of each of the Provinces of Canada, as in effect on the date hereof;

Canadian Securities Authorities means the securities regulators in each of the Provinces of Canada;

Certificate of Merger means the certificate of merger in respect of the Merger in the form required by the Act to be filed with the Delaware Secretary of State, Division of Corporations, in connection with the Closing of the Merger;

Closing and Closing Date have the meanings set forth in Section 2.3;

Disclosure Documents means, with respect to a Party, all forms, reports, schedules, statements (including financial statements and the notes thereto and any auditors report thereon) and other documents prepared by or on behalf of such Party;

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