AGREEMENT
        AND PLAN OF MERGER

       

       

      THIS
        AGREEMENT dated as of April 18, 2007.

       

      BETWEEN:

       

      PETROSOUTH
        ENERGY CORP., a
        Nevada
        corporation, having its office at 15 Lochbury Court, Spring, TX
        77379

       

      (“PetroSouth”)

       

      AND:

       

      MOBRIDGE
        EXPLORATIONS INC.,
        a
        Nevada corporation, having its office at 13 Bastedo Crescent, Marathon, Ontario
        P0T 2E0

       

      (“Mobridge”)

       

      WHEREAS:

       

      
        	
                A.

              	
                PetroSouth
                  is the wholly-owned subsidiary of
                  Mobridge;

              


      

       

      B.        The
        boards of directors of PetroSouth and Mobridge deem it advisable and in the
        best
        interests of their respective companies and shareholders that PetroSouth
        be
        merged with and into Mobridge, with Mobridge remaining as the surviving
        corporation under the name “PetroSouth Energy Corp.”;

       

      C.        The
        board
        of directors of PetroSouth has approved the plan of merger embodied in this
        Agreement; and

       

      D.        The
        board
        of directors of Mobridge has approved the plan of merger embodied in this
        Agreement.

       

      THEREFORE,
        in consideration of the mutual agreements and covenants set forth herein,
        the
        parties hereto do hereby agree to merge on the terms and conditions herein
        provided, as follows:

       

      
        	
                1.

              	
                THE
                  MERGER

              


      

       

      
        	
                1.1

              	
                The
                  Merger

              


      

       

      Upon
        the
        terms and subject to the conditions hereof, on the Effective Date (as
        hereinafter defined), PetroSouth shall be merged with and into Mobridge in
        accordance with the applicable laws of the State of Nevada (the “Merger”).
        The
        separate existence of PetroSouth shall cease, and Mobridge shall be the
        surviving corporation under the name “PetroSouth Energy Corp.” (the
“Surviving
        Corporation”)
        and
        shall be governed by the laws of the State of Nevada.

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          -
            2 -

        

      


       

      
        	
                1.2

              	
                Effective
                  Date

              


      

       

      The
        Merger shall become effective on the date and at the time (the “Effective
        Date”)
        that:


       

      
        	 	
                (a)

              	
                the
                  Articles of Merger, in substantially the form annexed hereto as
                  Appendix
                  A, that the parties hereto intend to deliver to the Secretary of
                  State of
                  the State of Nevada, are accepted and declared effective by the
                  Secretary
                  of State of the State of Nevada;
                  and

              


      

       

      
        	 	
                (b)

              	
                after
                  satisfaction of the requirements of the laws of the State of
                  Nevada.

              


      

       

      
        	
                1.3

              	
                Articles
                  of Incorporation

              


      

       

      On
        the
        Effective Date, the Articles of Incorporation of Mobridge, as in effect
        immediately prior to the Effective Date, shall continue in full force and
        effect
        as the Articles of Incorporation of the Surviving Corporation except that
        Article 1 of the Articles of Incorporation of Mobridge, as the Surviving
        Corporation, shall be amended to state that the name of the corporation is
        “PetroSouth Energy Corp.”.

       

      
        	
                1.4

              	
                Bylaws

              


      

       

      On
        the
        Effective Date, the Bylaws of Mobridge, as in effect immediately prior to
        the
        Effective Date, shall continue in full force and effect as the bylaws of
        the
        Surviving Corporation.

       

      
        	
                1.5

              	
                Directors
                  and Officers

              


      

       

      The
        directors and officers of Mobridge immediately prior to the Effective Date
        shall
        be the directors and officers of the Surviving Corporation, until their
        successors shall have been duly elected and qualified or until otherwise
        provided by law, the Articles of Incorporation of the Surviving Corporation
        or
        the Bylaws of the Surviving Corporation.

       

      
        	
                2.

              	
                CONVERSION
                  OF SHARES

              


      

       

      
        	
                2.1

              	
                Common
                  Stock of Mobridge

              


      

       

      Upon
        the
        Effective Date, by virtue of the Merger and without any action on the part
        of
        any holder thereof, each share of common stock of Mobridge, par value of
        $0.001
        per share, issued and outstanding immediately prior to the Effective Date
        shall
        be changed and converted into one fully paid and non-assessable share of
        the
        common stock of the Surviving Corporation, par value of $0.001 per share
        (the “Survivor
        Stock”).

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          -
            3 -

        

      


       

      
        	
                2.2

              	
                Common
                  Stock of PetroSouth

              


      

       

      Upon
        the
        Effective Date, by virtue of the Merger and without any action on the part
        of
        the holder thereof, each share of common stock of PetroSouth, par value of
        $0.001 per share, issued and outstanding immediately prior to the Effective
        Date
        shall be cancelled.

       

      
        	
                2.3

              	
                Exchange
                  of Certificates

              


      

       

      Each
        person who becomes entitled to receive any Survivor Stock by virtue of the
        Merger shall be entitled to receive from the Surviving Corporation a certificate
        or certificates representing the number of Survivor Stock to which such person
        is entitled as provided herein.

       

      
        	
                3.

              	
                EFFECT
                  OF THE MERGER

              


      

       

      
        	
                3.1

              	
                Rights,
                  Privileges, etc.

              


      

       

      On
        the
        Effective Date of the Merger, the Surviving Corporation, without further
        act,
        deed or other transfer, shall retain or succeed to, as the case may be, and
        possess and be vested with all the rights, privileges, immunities, powers,
        franchises and authority, of a public as well as of a private nature, of
        PetroSouth and Mobridge; all property of every description and every interest
        therein, and all debts and other obligations of or belonging to or due to
        each
        of PetroSouth and Mobridge on whatever account shall thereafter be taken
        and
        deemed to be held by or transferred to, as the case may be, or invested in
        the
        Surviving Corporation without further act or deed, title to any real estate,
        or
        any interest therein vested in PetroSouth or Mobridge, shall not revert or
        in
        any way be impaired by reason of this merger; and all of the rights of creditors
        of PetroSouth and Mobridge shall be preserved unimpaired, and all liens upon
        the
        property of PetroSouth or Mobridge shall be preserved unimpaired, and all
        debts,
        liabilities, obligations and duties of the respective corporations shall
        thenceforth remain with or be attached to, as the case may be, the Surviving
        Corporation and may be enforced against it to the same extent as if all of
        said
        debts, liabilities, obligations and duties had been incurred or contracted
        by
        it.

       

      
        	
                3.2

              	
                FURTHER
                  ASSURANCES

              


      

       

      From
        time
        to time, as and when required by the Surviving Corporation or by its successors
        and assigns, there shall be executed and delivered on behalf of PetroSouth
        such
        deeds and other instruments, and there shall be taken or caused to be taken
        by
        it such further other action, as shall be appropriate or necessary in order
        to
        vest or perfect in or to confirm of record or otherwise in the Surviving
        Corporation the title to and possession of all the property, interest, assets,
        rights, privileges, immunities, powers, franchises and authority of PetroSouth
        and otherwise to carry out the purposes of this Agreement, and the officers
        and
        directors of the Surviving Corporation are fully authorized in the name and
        on
        behalf of PetroSouth or otherwise to take any and all such action and to
        execute
        and deliver any and all such deeds and other instruments.

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          - 4
            -

        

      


       

      
        	
                4.

              	
                GENERAL

              


      

       

      
        	
                4.1

              	
                Abandonment

              


      

       

      Notwithstanding
        any approval of the Merger or this Agreement by the shareholders of PetroSouth
        or Mobridge or both, this Agreement may be terminated and the Merger may
        be
        abandoned at any time prior to the Effective Time, by mutual written agreement
        of PetroSouth and Mobridge.

       

      
        	
                4.2

              	
                Amendment

              


      

       

      At
        any
        time prior to the Effective Date, this Agreement may be amended or modified
        in
        writing by the board of directors of both PetroSouth and Mobridge.

       

      
        	
                4.3

              	
                Governing
                  Law

              


      

       

      This
        Agreement shall be governed by and construed and enforced in accordance with
        the
        laws of the State of Nevada.

       

      
        	
                4.4

              	
                Counterparts

              


      

       

      In
        order
        to facilitate the filing and recording of this Agreement, the same may be
        executed in any number of counterparts, each of which shall be deemed to
        be an
        original.

       

      
        	
                4.5

              	
                Electronic
                  Means

              


      

       

      Delivery
        of an executed copy of this Agreement by electronic facsimile transmission
        or
        other means of electronic communication capable of producing a printed copy
        will
        be deemed to be execution and delivery of this Agreement as of the date
        hereof.

       

      IN
        WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement
        as of the date set forth above.

       

       

      PETROSOUTH
        ENERGY CORP.

      
 

      
        	
                Per:

              	
                /s/
                  Fred
                  Zaziski                           
                  

              
	
              	
                Authorized
                  Signatory

              
	 
	 
	
                MOBRIDGE
                  EXPLORATIONS INC.

              
	 
	 	 
	
                Per:

              	
                /s/
                  Fred
                  Zaziski                           
                  

              
	
              	
                Authorized
                  Signatory

              


      

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX A

    To
      the
      Agreement and Plan of Merger between

    PetroSouth
      and Mobridge

    Articles
      of Merger

    
       

      	
              


            	
              ROSS
                MILLER
Secretary of
                State
204 North Carson Street, Suite
                1
Carson City, Nevada 89701-4299
(775) 684
                5708
Website:
                secretaryofstate.biz

            
	
               

            	
               

            
	
               

            	
               

            
	
            
	
              Articles
                of Merger

              (PURSUANT
                TO NRS
                92A.200)

              Page
                1

            	
               

            
	
               

            	
               

            
	
              Important:
                Read attached instructions
                before completing form.

            	
               

            
	
               

            	
              ABOVE
                SPACE IS FOR OFFICE USE
                ONLY

            
	
            	
            	
            	
            	
            


      (Pursuant
        to Nevada Revised Statutes Chapter
        92A)

      (excluding
        92A.200(4b))

      SUBMIT
        IN DUPLICATE

       

      	
              1)

            	
              Name
                and jurisdiction of organization of
                each constituent entity (NRS 92A.200). If there are
                more
than
                four merging entities, check box o
                and attach an 81/2" x 11'' blank sheet containing
                the
required
                information for each additional
                entity.

            


       

      	
              PetroSouth
                Energy
                Corp.

            
	
               

            	
              Name
                of merging
                entity

            


       

      	
              Nevada

            	
               

            	
              Corporation

            
	
              Jurisdiction

            	
               

            	
              Entity
                type
                *

            


       

      	
              Mobridge
                Explorations
                Inc.

            
	
               

            	
              Name
                of merging
                entity

            


       

      	
              Nevada

            	
               

            	
              Corporation

            
	
              Jurisdiction

            	
               

            	
              Entity
                type
                *

            


       

      	
               

            
	
               

            	
              Name
                of merging
                entity

            


       

      	
               

            	
               

            	
               

            
	
              Jurisdiction

            	
               

            	
              Entity
                type
                *

            


       

      	
               

            
	
               

            	
              Name
                of merging
                entity

            


       

      	
               

            	
               

            	
               

            
	
              Jurisdiction

            	
               

            	
              Entity
                type
                *

            


       

      and,

       

      	
              Mobridge
                Explorations
                Inc.

            
	
               

            	
              Name
                of surviving
                entity

            


       

      	
              Nevada

            	
               

            	
              Corporation

            
	
              Jurisdiction

            	
               

            	
              Entity
                type
                *

            


      *
        Corporation, non-profit corporation, limited
        partnership, limited-liability company or business trust.

       

      	
              This
                form must be accompanied by
                appropriate fees. See attached fee schedule.

            	
              Nevada
                Secretary of State AM Merger
                2003
Revised on:
                10/24/03

            


       

      CW1177197.1

      
        

      

      
      

      -
        2 –

       

       

       

      	
              


            	
              ROSS
                MILLER
Secretary
                of State
204
                North Carson Street, Suite
                1
Carson
                City, Nevada 89701-4299
(775)
                684
                5708
Website:
                secretaryofstate.biz

            


       

      	
              Articles
                of Merger

              (PURSUANT
                TO NRS
                92A.200)

              Page
                2

            	
               

            
	
               

            	
               

            
	
              Important:
                Read attached instructions
                before completing form.

            	
               

            
	
               

            	
              ABOVE
                SPACE IS FOR OFFICE USE
                ONLY

            


       

      	
              2)

            	
              Forwarding
                address where copies of
                process may be sent by the Secretary of State
                of
Nevada
                (if a foreign entity is the survivor in the merger – NRS
                92A.1 90):

            


       

      	
              Attn:

            	
               

            


       

      	
              c/o:

            	
               

               

               

            


       

      	
              3)

            	
              (Choose
                one)

            


       

      	
              x

            	
              The
                undersigned declares that a plan of
                merger has been adopted by each
                constituent
entity
                (NRS 92A.200).

            
	
               

            	
               

            
	
              o

            	
              The
                undersigned declares that a plan of
                merger has been adopted by the parent
                domestic
entity
                (NRS 92A.180)

            


       

      	
              4)

            	
              Owner's
                approval (NRS 92A.200)(options
                a, b, or c must be used, as applicable, for each entity)
                (if
there
                are more than four merging entities, check box oand
                attach an 8 1/2" x 11'' blank
                sheet
containing
                the required information for each additional
                entity):

            


       

      	
               

            	
              (a)

            	
              Owner’s
                approval was not required
                from

            


       

      	
               

            	
               

            	
              PetroSouth
                Energy
                Corp.

            
	
               

            	
               

            	
              Name
                of merging entity, if
                applicable

            
	
               

            	
               

            	
              Mobridge
                Explorations
                Inc.

            
	
               

            	
               

            	
              Name
                of merging entity, if
                applicable

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
              Name
                of merging entity, if
                applicable

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
              Name
                of merging entity, if
                applicable

            


      and,
        or;

      	
               

            	
               

            	
              Mobridge
                Explorations
                Inc.

            
	
               

            	
               

            	
              Name
                of surviving entity, if
                applicable

            


       

      	
              This
                form must be accompanied by
                appropriate fees. See attached fee schedule.

            	
              Nevada
                Secretary of State AM Merger
                2003
Revised on:
                10/24/03

            


       

       

      CW1177197.1

       


      

      
      

      -
        3 –

       

       

      
      

      	
              


            	
              ROSS
                MILLER
Secretary
                of State
204
                North Carson Street, Suite
                1
Carson
                City, Nevada 89701-4299
(775)
                684
                5708
Website:
                secretaryofstate.biz

            


       

      	
              Articles
                of Merger

              (PURSUANT
                TO NRS
                92A.200)

              Page
                3

            	
               

            
	
               

            	
               

            
	
              Important:
                Read attached instructions
                before completing form.

            	
               

            
	
               

            	
              ABOVE
                SPACE IS FOR OFFICE USE
                ONLY

            


       

      	
               

            	
              (b)

            	
              The
                plan was approved by the required
                consent of the owners of *;

            


       

      	
               

            	
               

            	
               

            
	
               

            	
               

            	
              Name
                of merging entity, if
                applicable

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
              Name
                of merging entity, if
                applicable

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
              Name
                of merging entity, if
                applicable

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
              Name
                of merging entity, if
                applicable

            


      and,
        or;

      	
               

            	
               

            	
               

            
	
               

            	
               

            	
              Name
                of surviving entity, if
                applicable

            


       

       

      *
        Unless otherwise provided in the certificate
        of trust or governing instrument of a business trust, a merger must be approved
        by all the trustees and beneficial owners of each business trust that is
        a
        constituent entity in the merger.

       

       

       

      	
              This
                form must be accompanied by
                appropriate fees. See attached fee schedule.

            	
              Nevada
                Secretary of State AM Merger
                2003
Revised on:
                10/24/03

            


       

       

      CW1177197.1

       


      

      
      

      -
        4 –

       

       

      
      

      	
              


            	
              ROSS
                MILLER
Secretary
                of State
204
                North Carson Street, Suite
                1
Carson
                City, Nevada 89701-4299
(775)
                684
                5708
Website:
                secretaryofstate.biz

            


       

      	
              Articles
                of Merger

              (PURSUANT
                TO NRS
                92A.200)

              Page
                4

            	
               

            
	
               

            	
               

            
	
              Important:
                Read attached instructions
                before completing form.

            	
               

            
	
               

            	
              ABOVE
                SPACE IS FOR OFFICE USE
                ONLY

            


       

       

      	
               

            	
              (c)

            	
              Approval
                of plan of merger for Nevada
                non-profit corporation (NRS 92A.160):

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
              The
                plan of merger has been approved by
                the directors of the corporation and by each
public officer
                or other person whose
                approval of the plan of merger is required by the
articles
                of incorporation of the
                domestic corporation.

            
	
            	
            	
            	
            


       

      	
               

            	
               

            	
               

            
	
               

            	
               

            	
              Name
                of merging entity, if
                applicable

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
              Name
                of merging entity, if
                applicable

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
              Name
                of merging entity, if
                applicable

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
              Name
                of merging entity, if
                applicable

            


      and,
        or;

      	
               

            	
               

            	
               

            
	
               

            	
               

            	
              Name
                of surviving entity, if
                applicable

            


       

       

       

       

      	
              This
                form must be accompanied by
                appropriate fees. See attached fee schedule.

            	
              Nevada
                Secretary of State AM Merger
                2003
Revised on:
                10/24/03

            


       

       

      CW1177197.1

       


      

      
      

      -
        5 –

       

       

      
      

      	
              


            	
              ROSS
                MILLER
Secretary
                of State
204
                North Carson Street, Suite
                1
Carson
                City, Nevada 89701-4299
(775)
                684
                5708
Website:
                secretaryofstate.biz

            


       

      	
              Articles
                of Merger

              (PURSUANT
                TO NRS
                92A.200)

              Page
                5

            	
               

            
	
               

            	
               

            
	
              Important:
                Read attached instructions
                before completing form.

            	
               

            
	
               

            	
              ABOVE
                SPACE IS FOR OFFICE USE
                ONLY

            


       

      	
              5)

            	
              Amendments,
                if any, to the articles or
                certificate of the surviving entity.
                Provide
article
                numbers, if available. (NRS
                92A.200)*:

            
	
               

            	
              Article
                One of the Articles of
                Incorporation of Mobridge Explorations Inc. is hereby amended to
                change
                the name of Mobridge Explorations Inc. to PetroSouth Energy
                Corp.

            


       

      	
              6)

            	
              Location
                of Plan of Merger (check a or
                b):

            


       

      	
              x

            	
              (a)
                The entire plan of merger is
                attached;

            
	
              or,

            	
               

            
	
              o

            	
              (b)
                The entire plan of merger is on file
                at the registered office of the surviving corporation, limited-liability
                company or business trust, or at the records office address if a
                limited
                partnership, or other place of business of the surviving entity (NRS
                92A.200).

            


       

      	
              7)

            	
              Effective
                date
                (optional)**:

            	
              April
                30,
                2007

            


      *
        Amended and restated articles may be
        attached as an exhibit or integrated into the articles of merger. Please
        entitle
        them ''Restated'' or ''Amended and Restated,'' accordingly. The form to
        accompany restated articles prescribed by the secretary of state must accompany
        the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of
        subsidiary into parent - Nevada parent owning 90% or more of subsidiary),
        the
        articles of merger may not contain amendments to the constituent documents
        of
        the surviving entity except that the name of the surviving entity may be
        changed.

      **
        A merger takes effect upon filing the
        articles of merger or upon a later date as specified in the articles, which
        must
        not be more than 90 days after the articles are filed (NRS
        92A.240).

       

      	
              This
                form must be accompanied by
                appropriate fees. See attached fee schedule.

            	
              Nevada
                Secretary of State AM Merger
                2003
Revised on:
                10/24/03

            


       

      
      

       

      CW1177197.1

       


      

      
      

      -
        6 –

       

      	
              


            	
              ROSS
                MILLER
Secretary
                of State
204
                North Carson Street, Suite
                1
Carson
                City, Nevada 89701-4299
(775)
                684
                5708
Website:
                secretaryofstate.biz

            
	
              Articles
                of Merger

              (PURSUANT
                TO NRS
                92A.200)

              Page
                6

            	
               

            
	
               

            	
               

            
	
              Important:
                Read attached instructions
                before completing form.

            	
               

            
	
               

            	
              ABOVE
                SPACE IS FOR OFFICE USE
                ONLY

            
	
            	
            	
            


       

      	
              8)

            	
              Signatures
                - Must be signed by: An
                officer of each Nevada corporation; All general partners of each
                Nevada
                limited partnership; All general partners of each Nevada limited
                partnership; A manager of each Nevada limited-liability company with
                managers or all the members if there are no managers; A trustee of
                each
                Nevada business trust (NRS 92A.230)*

            
	
               

            	
              (if
                there are more than four merging
                entities, check box o
                and attach an 81/2" x 11'' blank sheet containing the required
                information for each additional
                entity.):

            


       

      	
              PetroSouth
                Energy
                Corp.

            
	
              Name
                of merging
                entity

            	
               

            


       

      	
              X 

            	
               

            	
              President
&
Director

            	
               

            	
               

            
	
              Signature

            	
               

            	
              Title

            	
               

            	
              Date

            


       

      	
              Mobridge
                Explorations
                Inc.

            
	
              Name
                of merging
                entity

            	
               

            


       

      	
              X 

            	
               

            	
              President
&
Director

            	
               

            	
               

            
	
              Signature

            	
               

            	
              Title

            	
               

            	
              Date

            


       

      	
               

            	
               

            
	
              Name
                of merging
                entity

            


       

      	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Signature

            	
               

            	
              Title

            	
               

            	
              Date

            


       

      	
               

            
	
              Name
                of merging
                entity

            	
               

            


       

      	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Signature

            	
               

            	
              Title

            	
               

            	
              Date

            


       

      	
              Mobridge
                Explorations
                Inc.

            
	
              Name
                of surviving
                entity

            	
               

            


       

      	
              X 

            	
               

            	
              President
&
Director

            	
               

            	
               

            
	
              Signature

            	
               

            	
              Title

            	
               

            	
              Date

            


      *
        The articles of merger must be signed by
        each foreign constituent entity in the manner provided by the law governing
        it
        (NRS 92A.230). Additional signature blocks may be added to this page or as
        an
        attachment, as needed.

      	
              IMPORTANT:
                Failure to include any of the above
                information and submit the proper fees may cause this filing to be
                rejected. This
                form must be accompanied by appropriate fees. See attached fee
                schedule.

            	
              Nevada
                Secretary of State AM Merger
                2003
Revised on:
                10/24/03