SOURCE: Gold Star Resources Corp.

June 12, 2009 09:00 ET

Liberia Acquisition Approved, Private Placement Closed

VANCOUVER, BC--(Marketwire - June 12, 2009) - Gold Star Resources Corp. (TSX-V: GXX) (the "Company") is pleased to announce the formal acceptance by the TSX Venture Exchange (the "Exchange") of the share acquisition agreement dated Jan. 21, 2009, between the Company, International Resource Strategies Liberia Energy Inc. (IRSLE), holders of outstanding shares of IRSLE, Mopass Ventures Ltd. and Spectre Investments Inc.

Pursuant to the terms of the agreement, the Company will acquire 90 percent of the issued and outstanding shares of IRSLE from the IRSLE shareholders. IRSLE holds a hydrocarbon reconnaissance licence in Liberia, Africa.

In consideration of the agreement, the Company will pay and issue the following:

On closing:

--  $175,000 (U.S.) being $125,000 (U.S.) to IRSLE, $25,000 (U.S.) to
    Mopass and $25,000 (U.S.) to Spectre;
--  issue 2.5 million units, with each unit consisting of one common share
    and one share purchase warrant, with each warrant being exercisable for one
    share at 20 cents for a two-year period (1.5 million units to IRSLE
    shareholders, 500,000 units to Mopass and 500,000 units to Spectre).
    

Upon formalization of a joint venture/earn-in agreement on terms satisfactory to the company, the company will issue 1.5 million units to IRSLE shareholders, with each unit consisting of one common share and one share purchase warrant, with each warrant exercisable for one share at 20 cents for a two-year period.

Finder's fee: A finder's fee in relation to the transaction, consisting of 198,210 shares and $16,000, payable to Lockwood Financial Ltd. (Kevin Torudag), will be issued by the company, once the consideration under the agreement have been paid and issued.

In addition, the Company is pleased to announce the closing of its Private Placement initially announced May 27, 2009. The Private Placement consisted of 9,185,000 units at $0.10 per unit for total gross proceeds of $918,500. Each unit consists of one common share and one transferable share purchase warrant entitling the holder to purchase one additional common share at a price of $0.20 per share on or before June 10, 2011. All securities issued under the placement are subject to hold periods expiring on October 11, 2009. Proceeds from the private placement will be used for exploration projects and general working capital.

In consideration for their assistance in locating certain placees, finder's fees in the amount of $40,600 are payable to 314 Finance Corp.

On Behalf of the Board,

"Patrick Morris"
Patrick Morris, President and CEO

"Neither 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

  • For further information, contact
    Patrick Morris
    President and CEO
    pm@goldstarresources.com
    Telephone: (604) 641-4450
    Facsimile: (604) 669-9335