Groundstar Resources Limited

TSX VENTURE : GSA


Groundstar Resources Limited

January 19, 2013 00:23 ET

Groundstar Resources Limited Update

CALGARY, ALBERTA--(Marketwire - Jan. 19, 2013) -

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) ("Groundstar" or the "Company") is pleased to announce that is has now closed the second tranche of its short form prospectus offering by issuing an additional of 996,000 units at a price of $0.20 per unit (the "Units") for total gross proceeds of approximately $200,000 (the " Closing"). Each Unit consists of one common share in the capital of the Company (a "Common Share") and one half of one common share purchase warrant ("Warrant"). Each whole Warrant will entitle the holder thereof to purchase one Common Share ("Warrant Share") at a price of $0.30 each at any time on or prior to July 18, 2014. The short form prospectus offering was conducted on a commercially reasonable effort basis through a syndicate of agents consisting of PI Financial Corp. and Canaccord Genuity Corp. (collectively, the "Agents"). In connection with the closing, The Agents' where granted 79,680 warrants exercisable into Common Shares at a price of $0.30 at any time prior to July 18, 2014.The Company expects to use the net proceeds to further the exploration and development activities of its oil and gas properties and for general corporate purposes. The Units were issued pursuant to the Company's short form prospectus dated December 19, 2012 (the "Prospectus"). A copy of the Prospectus is available under the Company's profile on the SEDAR website at www.sedar.com. As a result of the closings of the prospectus offering, the Company issued an aggregate of 7,167,500 Units at $0.20 per Unit and 2,852,000 flow-through units at $0.25 per flow-through unit, for aggregate gross proceeds of approximately $2.2 million.

The Company is also pleased to announce the appointment of Mr. Laurence Lee as a director of the Company. Mr. Lee has 15 years of investment management, capital markets, and resources industry experience and has assisted a number of companies helping them grow, build value, and maintain and establish a market. Mr. Lee has been active investing in early stage resource companies, most recently, he was a Director of a Singapore based fund management firm, and was special advisor to Gatehouse Capital Inc. and Redwood Asset Management. Prior to this, he has held various positions at HSBC Securities and Raymond James Ltd. Mr. Lee holds a Bachelor of Commerce degree in Finance and is a Certified Investment Manager and Chartered Derivatives Market Specialist.

The Company also announces that it has granted 495,000 options to certain directors, officers, employees and consultants at an exercise price of $0.20 pursuant to the Company's rolling Stock Option Plan. These options vest over a 24-month period, with a five year term to expiry. In addition, the Company announces that it has closed the previously disclosed issuance of 453,333 Common Shares at a deemed price of $0.375 as shares for debt with a former director of the Company.

This news release does not constitute an offer to sell or solicitation of an offer to sell any of the securities in the United States. The securities have not been 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 may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Groundstar Resources Limited

Incorporated in 1968, Groundstar Resources Limited is a publicly traded oil and gas company with exposure to 7.3 million gross acres of resource assets. The Company is actively growing a portfolio targeting producing oil and gas assets with development opportunities and exploration upside. The Company's current portfolio of resources assets provides both near term and longer term potential. Groundstar trades under the ticker symbol "GSA".

This press release contains forward-looking statements within the meaning of applicable securities laws, including expectations regarding the anticipated use of proceeds from the Second Closing. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. These statements are subject to certain risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. These risks include, but are not limited to: the risks associated with the oil and gas industry (e.g. operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve and resource estimates; the uncertainty of estimates and projections relating to production, costs and expenses and health, safety and environmental risks), commodity price and exchange rate fluctuation, uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures and uncertainties regarding the intended use of the net proceeds of the Second Closing. The Company's forward-looking statements are expressly qualified in their entirety by this cautionary statement. The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligations to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

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 release.

Contact Information

  • Groundstar Resources Limited
    Chad Dust
    403 668 5547 or 403 608 6505

    Groundstar Resources Limited
    Tyron Pfeifer
    403 614 9902
    www.groundstarresources.com