Groundstar Resources Limited
TSX VENTURE : GSA

Groundstar Resources Limited

June 30, 2008 14:50 ET

Groundstar Resources Limited Announces $15,000,000 Private Placement Offering of Special Warrants

CALGARY, ALBERTA--(Marketwire - June 30, 2008) -

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

Groundstar Resources Limited (TSX VENTURE:GSA) ("Groundstar") has entered into an equity financing arrangement with a syndicate of agents (collectively, the "Agents") co-led by Blackmont Capital Inc. and Haywood Securities Inc. and including Canaccord Capital Corporation and Wellington West Capital Markets Inc. on a marketed, commercially reasonable best-efforts basis (the "Offering"). The Offering will consist of 16,666,667 special warrants (the "Special Warrants") at a price of $0.90 per Special Warrant (the "Issue Price") for total gross proceeds of $15,000,000. Each Special Warrant will allow the holder thereof to receive one common share in the capital of the Corporation ("Common Share") and one half of one common share purchase warrant ("Warrant") without payment of any further consideration upon the earlier of (i) the fifth business day after a receipt has been issued by or on behalf of the securities regulatory authority of the jurisdiction in which such holder is resident for a (final) prospectus qualifying the Common Shares and Warrants to be issued upon exercise of the Special Warrants; and (ii) 4:59 p.m. (Toronto time) on that date which is four (4) months and a day following the closing date of the Offering. Each whole Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $1.15 for a term of 18 months. In the event that a final receipt is not received within 60 days of the closing date of the Offering, each Special Warrant will be convertible into 1.1 Common Shares (in lieu of 1.0 Common Share) and 0.55 Warrants (in lieu of 0.5 of a Warrant). If the closing price of the Common Shares on the TSX Venture Exchange is higher than $1.40 per share over 20 consecutive trading day period at any time after the Closing, the Corporation may accelerate the expiry date of the Warrants by giving notice to the Warrant holders and in such case the Warrants will expire on the 30th day after the date on which such notice is given by the Corporation.

Groundstar has also granted the Agents an option to issue up to an additional $2,500,000 of Special Warrants at the Issue Price, which option may be exercised until 48 hours prior to the closing date of the Offering.

The proceeds received by Groundstar from the sale of the Special Warrants will be used to fund ongoing exploration and development activities and for general corporate purposes.

The Offering is scheduled to close on or about July 25, 2008 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange.

The securities being offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, for the account or benefit of, U.S. Persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to purchase securities in the United States.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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