Star Minerals Group Ltd.

TSX VENTURE : SUV


December 16, 2013 16:09 ET

Star Minerals Group Ltd. Announces Consolidation and Proposed Private Placement of Units

SASKATOON, SASKATCHEWAN--(Marketwired - Dec. 16, 2013) - Star Minerals Group Ltd. ("Star" or the "Company") (TSX VENTURE:SUV) announces that it intends to complete a non-brokered private placement offering of units ("Units") at a price of $0.24 per Unit for aggregate gross proceeds of up to $1,000,000 (the "Offering"). Each Unit will be comprised of three (3) common shares in the share capital of the Company ("Common Shares") issued on a "flow through" basis, as defined in the Income Tax Act (Canada) (the "Flow Through Shares"), one (1) non-flow through Common Share (the "Non-Flow Through Shares") and one half of one (1/2) Common Share purchase warrant (each whole warrant, a "Warrant"). The Offering will be completed following the completion of the Consolidation, as defined below. The price of each Unit will be based on the market price of the Common Shares on the TSX Venture Exchange following the Consolidation. Each Warrant will be exercisable for a period of two (2) years from the date of issuance at an exercise price of $0.09 for the first year and $0.105 for the second year.

The proceeds of the Offering attributable to the sale of the Flow Through Shares will be used to fund expenditures on Star's existing mineral properties and a preliminary economic assessment on the Hoidas Lake Rare Earth Project pursuant to the option and joint venture agreement (the "Option and Joint Venture Agreement") between the Company and Great Western Minerals Group Ltd., as more particularly disclosed in the Company's news release dated December 4, 2013, once the transactions contemplated by the Option and Joint Venture Agreement have closed.

The proceeds of the Offering attributable to the sale of the Non-Flow Through Shares will be used for general working capital.

A finder's fee of up to 6% of the gross proceeds of the Offering may be paid in cash on all or any part of the Offering.

All securities issued pursuant to the Offering will be subject to a statutory hold period expiring four months after the date of the issuance of the securities.

The Company further announces that it intends to consolidate the Common Shares (the "Consolidation"). At the annual general and special meeting of shareholders of the Company on August 27, 2013, shareholders authorized the directors to amend the Articles of the Company to consolidate its common shares on the basis of one (1) post-Consolidation common share for up to every ten (10) pre-Consolidation common shares issued and outstanding immediately prior to the Consolidation. The Consolidation will proceed on the basis of one (1) post-Consolidation common share for every three (3) pre-Consolidation common shares.

The Offering and the Consolidation are both subject to regulatory approval, including the approval of the TSX Venture Exchange.

About Star Uranium Corp.

Star is a Canadian based entity focused on the strategic acquisition and development of resource properties on a worldwide basis.

Forward-Looking Statements

This news release contains certain statements which constitute forward-looking statements or information ("forward-looking statements"), including statements regarding the proposed Consolidation, the Offering and the use of proceeds therefrom. Such forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Star's control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, competition from other industry participants, stock market volatility and the ability to access sufficient capital from internal and external sources. Although Star believes that the expectations in its forward-looking statements are reasonable, they are based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward looking information. Such factors may include the failure of Star to successfully market the Units, failure of the board of directors to approve the Consolidation and failure to satisfy certain conditions in connection with the issuance of the Units. As such, readers are cautioned not to place undue reliance on the forward looking information, as no assurance can be provided as to future results, levels of activity or achievements. Other factors that could materially affect such forward-looking statements are described in the risk factors in the most recent management's discussion and analysis that is available on the Company's profile on SEDAR at www.sedar.com. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, Star does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

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.

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