Goldstar Minerals Inc.
TSX VENTURE : GDM

Goldstar Minerals Inc.

September 05, 2013 08:00 ET

Goldstar Announces Private Placement Financing

TORONTO, ONTARIO--(Marketwired - Sept. 5, 2013) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES

Goldstar Minerals Inc. ("Goldstar" or "the Company") (TSX VENTURE:GDM) announces that it intends to complete a brokered private placement financing of flow-through units and units, whereby Industrial Alliance Securities Inc. will act as exclusive agent (the "Agent") for the sale of up to 12,000,000 flow-through units (the "Flow-Through Units") at a price of $0.10 per Flow-Through Unit and up to 3,750,000 units (the "Units") at a price of $0.08 per Unit for aggregate gross proceeds in the amount of $1,500,000.

Each Flow-Through Unit will consist of one flow-through common share (the "Flow-Through Shares") and one-half of one common share purchase warrant (the "Warrants"). Each Warrant will entitle the holder to acquire one common share of the Company at a price of $0.12 for a period of 24 months following the completion of the Offering. Each Unit will be comprised of one common share of the Company (the "Common Shares") and one full purchase warrant (the "Unit Warrants"), entitling the holder to acquire a Common Share at $0.12 for a period of 24 months following the completion of the Offering.

As consideration to the Agent, the Company has agreed to pay a cash commission in an amount equal to 8.75% of the gross proceeds raised in the Offering and shall issue the Agent compensation options to acquire that number of Common Shares which equals 6% of the Flow-Through Units and Units sold pursuant to the Offering (the "Compensation Options"). Each Compensation Option shall be exercisable at a price of $0.08 for a period of up to 24 months from the date of issue.

Closing date of the Offering is expected to occur on or before September 30, 2013. All securities issued pursuant to the Offering, including the Common Shares underlying the underlying the Warrants, Unit Warrants and the Compensation Options will be subject to a statutory four month and one day hold period. The Offering is subject to a number of conditions, including the receipt of all regulatory approvals and the approval of the TSX Venture Exchange.

The net proceeds of the sale of the Flow-Through Shares will be used by the Company to incur Canadian exploration expenditures (as defined in the Income Tax Act (Canada)), which will be renounced for the 2013 taxation year. The net proceeds of the sale of the Units will be used for the development of the Company's key projects and for general corporate purposes.

About Goldstar Minerals Inc.

Goldstar Minerals Inc. is a mineral exploration and development stage company listed on the TSX Venture Exchange under the symbol GDM. Currently,its exploration and development projects are located in Quebec.

Detailed project information can be found at www.goldstarminerals.com.

On behalf of the Board of Directors of GOLDSTAR MINERALS INC.

Benoit Moreau, Chief Executive Officer

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release may contain forward-looking statements. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in the management discussion and analysis section of our interim and most recent annual financial statement or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. We do not assume any obligation to update any forward-looking statements, except as required by applicable laws.

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