WorldStar Energy, Corp.
OTC Bulletin Board : WSTR

August 24, 2007 13:39 ET

WorldStar Energy Completes Acquisition of Control of Mongolian Mineral Interests

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 24, 2007) - WorldStar Energy, Corp. (OTCBB:WSTR) is pleased to announce the completion of its previously-announced acquisition of National Base Investment Limited from Jewel Star Group Limited, a British Virgins Islands company (the "Acquisition"). As a result of the Acquisition, WorldStar now indirectly controls a 51.9% interest in 50 mineral licenses in Mongolia (the "Mongolian Licenses"), described in WorldStar's news release on February 11, 2007. The Mongolian Licenses cover approximately 817,000 hectares of lands believed to be prospective for base and precious minerals.

Total consideration paid to Jewel Star for the Acquisition consisted of a cash payment prior to closing of US$1.3 million, the issuance of 30 million shares of restricted stock in WorldStar's capital at an agreed value of US$0.25 per share, as well as a loan of US$3.7 million to a 51% subsidiary of National Base for the purpose of discharging its liabilities in connection with acquiring the Mongolian Licenses. Jewel Star is owned by Richard Tay, who became President and CEO of WorldStar in February 2007 in anticipation of the completion of the Acquisition. A facilitation fee of 2,000,000 shares of restricted stock of WorldStar at an agreed value of US$0.25 per share was paid for services provided to WordStar in connection with the Acquisition.

In related transactions, WorldStar issued 22,000,000 shares of restricted stock at an agreed value of US$0.25 per share in a private placement to non-US investors under Regulation S and paid finder's fees of 2,200,000 shares of restricted stock at an agreed value of US$0.25 per share in connection with the private placement. The private placement funds were advanced on behalf of WorldStar in February, 2007. As well, WorldStar issued 431,700 shares of restricted stock at an agreed value of US$0.25 per share, pursuant to settlement arrangements with certain shareholders of WorldStar Energy Corp. ("WEC"), a private British Columbia company, arising out of WorldStar's failed merger transaction with WEC. WorldStar also issued 500,000 shares of restricted stock to a company controlled by a director, pursuant to an agreement reached in December 2006 to settle US$179,705 owed for consulting services accrued as of September 30, 2006.

With completion of the Acquisition, WorldStar is now working to secure funding for its plans for the 2007/2008 field season exploration program on the Mongolian Licenses.

On Behalf of WorldStar

Michael Kinley, CFO and Director

Information for US Persons and Forward Looking Information

The securities referred to herein have not been, and will not be, offered nor issued to any person in the United States or to any US person (as defined in Rule 902 of Regulation S under the Securities Act of 1933, as amended (the "Securities Act")) and this information is not intended to constitute an offer of securities for sale in the United States or to any U.S. person. The securities referred to have not been, and will not be, registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This release includes certain statements that may be deemed "forward-looking statements" in that until definitive agreements are executed and required documentation received, there can be no certainty that the put/call and financing transactions described above will complete as described, in some other manner or at all. The results of ongoing due diligence reviews, developments in international financial markets and other geopolitical events as well as other factors may intervene to prevent closing of the transactions. For more information on the Company, and the risk factors inherent to its business, Investors should review the Company's most recent annual report on Form 10-KSB, its most recent quarterly report on Form 10-QSB, and its current reports on Form 8-K, as filed with the United States Securities and Exchange Commission.

No regulatory authority has either approved or disapproved of the contents of the news release.

Contact Information

  • WorldStar Energy, Corp.
    Michael Kinley
    CFO and Director
    (604) 434-5256
    (604) 434-5488 (FAX)