Star Minerals Group Ltd.

TSX VENTURE : SUV


December 18, 2013 14:14 ET

Star Minerals Group Ltd. Announces Definitive Agreement With Shane Resources Ltd.

SASKATOON, SASKATCHEWAN--(Marketwired - Dec. 18, 2013) - Star Minerals Group Ltd. ("Star" or the "Company") (TSX VENTURE:SUV) is pleased to announce that it has entered into an asset purchase agreement (the "Purchase and Sale Agreement") with Shane Resources Ltd. ("Shane"), whereby Star agreed to purchase the Don's Lake, Munroe and Brownell claims held by Shane, as well as a net smelter royalty granted by Golden Band Resources Inc. (the "Purchased Assets"), subject to certain conditions (the "Transaction"). The Transaction is considered to be a Non-Arm's Length transaction pursuant to the policies of the TSX Venture Exchange by virtue of Mr. Kozuska being a director of both companies.

Under the terms of the Purchase and Sale Agreement, Star has agreed to purchase the Purchased Assets for an aggregate consideration of $655,000, payable as to $55,000 in cash and the balance in common shares of Star (the "Consideration Shares"). The deemed price of the Consideration Shares will be $0.05 in accordance with the terms of the Purchase and Sale Agreement, representing the minimum allowable issuance price of the Consideration Shares as prescribed by the policies of the TSX Venture Exchange as determined at the date of the Purchase and Sale Agreement, resulting in an aggregate of 12,000,000 Consideration Shares to be issued.

The Consideration Shares will be subject to a statutory hold period expiring four months after the date of their issuance.

The closing of the Transaction is subject to customary conditions precedent and closing conditions, including (i) Shane shareholder approval; (ii) in respect of the Don's Lake property, Claude Resources Inc. having waived its right of first refusal or allowed it to lapse; and (iii) applicable regulatory approvals, including the approval of the TSX Venture Exchange.

About Star Minerals Group Ltd.

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

For more information, please visit our website at www.starminerals.ca.

Forward Looking Statements

This news release contains certain statements which constitute forward-looking statements or information ("forward-looking statements"), including statements regarding the Transaction. 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, but are not limited to, the ability of Star to complete the Transaction and to satisfy the conditions precedent and closing conditions thereto. 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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