Groundstar Resources Limited Update

Sat Jan 19, 2013 12:23am EST

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Groundstar Resources Limited

January 19, 2013 - 12:23:29 AM

Groundstar Resources Limited Update

CALGARY, ALBERTA--(Marketwire - Jan. 19, 2013) - 

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UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF U.S. SECURITIES LAWS. 

Groundstar Resources Limited (TSX VENTURE:GSA) ("Groundstar" or the "Company")
is pleased to announce that is has now closed the second tranche of its short
form prospectus offering by issuing an additional of 996,000 units at a price
of $0.20 per unit (the "Units") for total gross proceeds of approximately
$200,000 (the " Closing"). Each Unit consists of one common share in the
capital of the Company (a "Common Share") and one half of one common share
purchase warrant ("Warrant"). Each whole Warrant will entitle the holder
thereof to purchase one Common Share ("Warrant Share") at a price of $0.30
each at any time on or prior to July 18, 2014. The short form prospectus
offering was conducted on a commercially reasonable effort basis through a
syndicate of agents consisting of PI Financial Corp. and Canaccord Genuity
Corp. (collectively, the "Agents"). In connection with the closing, The
Agents' where granted 79,680 warrants exercisable into Common Shares at a
price of $0.30 at any time prior to July 18, 2014.The Company expects to use
the net proceeds to further the exploration and development activities of its
oil and gas properties and for general corporate purposes. The Units were
issued pursuant to the Company's short form prospectus dated December 19, 2012
(the "Prospectus"). A copy of the Prospectus is available under the Company's
profile on the SEDAR website at www.sedar.com. As a result of the closings of
the prospectus offering, the Company issued an aggregate of 7,167,500 Units at
$0.20 per Unit and 2,852,000 flow-through units at $0.25 per flow-through
unit, for aggregate gross proceeds of approximately $2.2 million. 

The Company is also pleased to announce the appointment of Mr. Laurence Lee as
a director of the Company. Mr. Lee has 15 years of investment management,
capital markets, and resources industry experience and has assisted a number
of companies helping them grow, build value, and maintain and establish a
market. Mr. Lee has been active investing in early stage resource companies,
most recently, he was a Director of a Singapore based fund management firm,
and was special advisor to Gatehouse Capital Inc. and Redwood Asset
Management. Prior to this, he has held various positions at HSBC Securities
and Raymond James Ltd. Mr. Lee holds a Bachelor of Commerce degree in Finance
and is a Certified Investment Manager and Chartered Derivatives Market
Specialist.

The Company also announces that it has granted 495,000 options to certain
directors, officers, employees and consultants at an exercise price of $0.20
pursuant to the Company's rolling Stock Option Plan. These options vest over a
24-month period, with a five year term to expiry. In addition, the Company
announces that it has closed the previously disclosed issuance of 453,333
Common Shares at a deemed price of $0.375 as shares for debt with a former
director of the Company. 

This news release does not constitute an offer to sell or solicitation of an
offer to sell any of the securities in the United States. The securities have
not been and will not be registered under the United States Securities Act of
1933, as amended (the "U.S. Securities Act") or any state securities laws and
may not be offered or sold within the United States or to U.S. Persons unless
registered under the U.S. Securities Act and applicable state securities laws
or an exemption from such registration is available.

About Groundstar Resources Limited 

Incorporated in 1968, Groundstar Resources Limited is a publicly traded oil
and gas company with exposure to 7.3 million gross acres of resource assets.
The Company is actively growing a portfolio targeting producing oil and gas
assets with development opportunities and exploration upside. The Company's
current portfolio of resources assets provides both near term and longer term
potential. Groundstar trades under the ticker symbol "GSA".

This press release contains forward-looking statements within the meaning of
applicable securities laws, including expectations regarding the anticipated
use of proceeds from the Second Closing. Although the Company believes that
the expectations reflected in such forward-looking statements are reasonable,
it can give no assurance that such expectations will prove to be correct.
These statements are subject to certain risks and uncertainties and may be
based on assumptions that could cause actual results to differ materially from
those anticipated or implied in the forward-looking statements. These risks
include, but are not limited to: the risks associated with the oil and gas
industry (e.g. operational risks in development, exploration and production;
delays or changes in plans with respect to exploration or development projects
or capital expenditures; the uncertainty of reserve and resource estimates;
the uncertainty of estimates and projections relating to production, costs and
expenses and health, safety and environmental risks), commodity price and
exchange rate fluctuation, uncertainties resulting from potential delays or
changes in plans with respect to exploration or development projects or
capital expenditures and uncertainties regarding the intended use of the net
proceeds of the Second Closing. The Company's forward-looking statements are
expressly qualified in their entirety by this cautionary statement. The
forward-looking statements contained in this press release are made as of the
date hereof and the Company undertakes no obligations to update publicly or
revise any forward-looking statements or information, whether as a result of
new information, future events or otherwise, unless so required by applicable
securities laws.

FOR FURTHER INFORMATION PLEASE CONTACT: 
Groundstar Resources Limited
Chad Dust
403 668 5547 or 403 608 6505


Groundstar Resources Limited
Tyron Pfeifer
403 614 9902
www.groundstarresources.com




        

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