Georgia Exploration, Inc. (OTCBB: GXPL) and Wharton Resources Corp. are pleased to announce that Georgia Exploration, Wharton and the stockholders of Wharton have completed a merger pursuant to an Agreement and Plan of Merger dated November 21, 2006 (the "Agreement"). Pursuant to the terms of the Agreement, Wharton merged with GEX Acquisition Corp., a subsidiary of Georgia Exploration, with the resulting merged company being a wholly owned subsidiary of Georgia Exploration.
In connection with the merger, Georgia Exploration issued to the stockholders of Wharton an aggregate of 30,000,000 shares of common stock, and assumed the obligation to issue up to 85,000 shares of common stock on exercise of share purchase warrants, exercisable at a price of $1.25 per share and 100,000 shares of common stock upon conversion of $85,000 of convertible debentures at a conversion price of $0.85. In connection with the merger, 15,645,00 shares of common stock issued to a founding shareholder of Georgia Exploration were returned to treasury and cancelled.
Effective January 8, 2007, the board of directors of Georgia will be comprised of Sam Nastat, Wm. Milton Cox and Don Sytsma. In addition, the officers of Georgia Exploration are now Wm. Milton Cox as Chairman and Chief Executive Officer, Sam Nastat as President, and Don Sytsma as Chief Financial Officer, Treasurer, and Secretary.
ABOUT WHARTON RESOURCES CORP.
Wharton Resources Corp., a Delaware corporation formed in January 2005, is a development stage company that holds oil and gas lease acreage in Texas and Kentucky, an agreement to acquire oil and gas interests in properties in Louisiana, and an option to acquire lease acreage and behind the pipe shut in production that is currently undergoing flow tests in Kansas.
ABOUT GEORGIA EXPLORATION, INC.
Georgia Exploration, Inc. is a junior resource exploration company that holds an interest in 14 mineral claims in British Columbia, known as the Chub Claims. Georgia Exploration has completed an initial exploration program on its claims and is evaluating a further work program.
The securities referred to in this press release have not been registered under the United Sates Securities Act of 1933, as amended, and may not be offered or sold in the United States unless registered under the Securities Act or unless an exemption from registration is available.
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For more information, contact:
Georgia Exploration, Inc.
President & Director
Tel. (713) 355-7001