Groundstar Resources Limited
TSX VENTURE : GSA

Groundstar Resources Limited

May 06, 2009 21:24 ET

Groundstar Resources Announces Non-Brokered Financing

CALGARY, ALBERTA--(Marketwire - May 6, 2009) - Groundstar Resources Limited ("Groundstar") (TSX VENTURE:GSA) is pleased to announce a non-brokered private placement (the "Offering") of up to 13,500,000 common shares ("Common Shares") at a price of $0.15 per Common Share for aggregate gross proceeds of up to $2,025,000.

Groundstar has agreed to pay a finders fee (the "Finder's Fee") equal to 10% of the gross proceeds raised by a finder (the "Finder"), payable in cash at the closing of the Offering. In addition, the Corporation shall issue common share purchase warrants (the "Finder's Warrants") to the Finder to purchase that number of Common Shares as is equal to 10% of the number of Common Shares sold under the Offering. The Finder's Warrants will entitle the holder to purchase one Common Share at an exercise price of $0.15 for a period of five (5) years from date of closing of the Offering.

Proceeds from the Offering will be utilized to fund ongoing exploration and development activities in Groundstar's high potential blocks in Egypt, Kurdistan region of Iraq and for general corporate purposes.

The Offering is scheduled to close on or about May 29, 2009 and is subject to receipt of all necessary regulatory and stock exchange approvals. The Common Shares and Finder's Warrants issued upon closing of the Offering will be subject to a 4 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.

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.

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.

FORWARD LOOKING STATEMENTS: All statements in this news release that are forward looking statements involve various risks and uncertainties. There can be no assurance that such statements will prove accurate; actual results and future events could differ materially from those anticipated in such statements.

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