Groundstar Resources Limited
TSX VENTURE : GSA

Groundstar Resources Limited

August 18, 2011 18:12 ET

Groundstar Resources Announces Closing of Non-Brokered Financing

CALGARY, ALBERTA--(Marketwire - Aug. 18, 2011) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Groundstar Resources Limited (TSX VENTURE:GSA) (the "Corporation") is pleased to announce the closing today of a non-brokered private placement (the "Offering") of 13,000,000 units ("Units") of the Corporation at a price of $0.10 per Unit, each Unit consisting of one common share ("Common Share") in the capital of the Corporation and one-half of one Common Share purchase warrant ("Warrant"). Each whole Warrant entitles the holder to acquire one Common Share at an exercise price of $0.15 for a period of 18 months from the date of the closing of the Offering. An aggregate finder's fee of $43,400 was paid to Primary Capital Inc. for services provided to the Corporation in connection with the Offering.

Proceeds from the Offering will be utilized for general and corporate purposes. The Common Shares and Warrants issued under the Offering will be subject to a four month hold period from the date of issue.

Groundstar is a publicly traded Canadian junior oil and gas company actively pursuing exploration opportunities in Guyana, North Africa and the Middle East.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The Qualified Shares have not 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 many not be offered or sold in the United States except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable states securities laws.

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

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