GreenStar Agricultural Announces Completion of Third and Final Tranche of Private Placement

TORONTO, ONTARIO--(Marketwired - Feb. 6, 2014) - GreenStar Agricultural Corporation (TSX VENTURE:GRE) ("GreenStar" or the "Corporation"), a producer of canned tomato paste, canned peaches, mandarin oranges and grapes, and a supplier of fresh mandarin oranges, young bamboo shoots and mature bamboo, is pleased to announce that on February 6, 2014, it closed the third and final tranche of the non-brokered private placement first announced on December 23, 2013, (the "Offering") pursuant to which it issued 56,764 units ("Units") at a price of $0.85 per Unit for gross proceeds of $48,249.65. Each Unit comprises one common share and one common share purchase warrant ("Warrant"), with each warrant entitling the holder to purchase one additional common share of the Corporation at a price of $1.15 until February 6, 2016. The Corporation issued a total of 2,261,852 units raising a total of $1.92 million in all three tranches of the Offering.

A finder's fee of 8% ($2,159.97) was paid to Foundation Markets Inc. ("Foundation"), an arms length finder with respect to 31,764 Units sold in the third tranche.

All securities issued in the third tranche are subject to a four month resale restriction period expiring June 7, 2014.

The Corporation intends to use the net proceeds of the Offering as previously described in the Company's press releases dated December 23, 2013 and January 6, 2014, January 12, 2014 and January 21, 2014.

GreenStar also wishes to correct certain information in its press release of January 21, 2014 regarding the second tranche of the non-brokered private placement closed on January 20, 2014 when the Corporation sold 561,647 units ("Tranche 2 Units") at a price of $0.85 per Tranche 2 Unit for gross proceeds of $477,400. Each Tranche 2 Unit comprises one common share and one common share purchase warrant, with each warrant entitling the holder to purchase one additional common share of the Corporation at a price of $1.15 until January 20, 2016. The Corporation previously reported that a finder's fee of 8% ($12,240) was paid to an arms length finder. In fact, three finders participated in the second tranche, being Foundation, Caldwell Securities Ltd. and an arm's length individual finder. The finders collectively received finders' fees of 8% ($13,940) with respect to 205,000 Tranche 2 Units sold in the second tranche. In addition, Foundation and Caldwell Securities Ltd. collectively received finder's options to acquire an aggregate of 10,000 Tranche 2 Units (8% of 125,000 Tranche 2 Units sold), exercisable at $0.85 per Tranche 2 Unit until January 20, 2016. All securities issued to the finders in the second tranche are subject to a four month resale restriction period expiring May 21, 2014.

All currency references are in Canadian dollars.

About GreenStar Agricultural Corporation

GreenStar operates two main divisions, agricultural and food processing. The agricultural division is involved in the cultivation and harvesting of agricultural products such as fresh fruit and vegetables, for sale either directly as fresh fruit and vegetables or canned, and sold overseas and domestically. The food processing division is primarily involved in the processing of canned food, which includes canned tomato paste, canned boiled bamboo shoots, canned oranges, canned peaches and various other types of fruits and vegetables.

GreenStar has been operating for over 19 years. Through the application of science and technology in production, quality control and assurance, and business operations and management, GreenStar has focused on maintaining product and reputational excellence with a high standard of food quality. Key assets include a well established management team, modern production facilities, and a close partnership with local farmers.

GreenStar Agricultural Corp. is listed on the TSX Venture Exchange under the symbol "GRE".

Neither the 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 news release.

Caution Regarding Forward Looking Information:

Certain statements in this press release may constitute ''forward looking'' statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. When used in this press release, such statements may use such words as ''may'', ''will'', ''expect'', ''believe'', ''plan'' and other similar terminology. These statements reflect management's current expectations regarding future events and operating performance and speak only as of the date of this press release. Forward looking information in this press release includes the statement on the expected use of proceeds. These forward looking statements involve a number of risks and uncertainties. Some of the factors that could cause actual results to differ materially from those expressed in or underlying such forward looking statements are risk of regulatory approval not being obtained, changes in: international, national and local business and economic conditions; political or economic instability in the Corporation's markets; competition; legislation and governmental regulation; and accounting policies and practices. The foregoing list of factors is not exhaustive. Please see the Corporation's annual MD&A dated April 25, 2013, available on www.sedar.com, for a more detailed description of the risk factors. The Corporation undertakes no obligation to update publicly or revise any forward looking information, whether a result of new information, future results or otherwise, except as required by law.