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.
Calgary, March 12, 2013 - Groundstar Resources Limited ("Groundstar" or the "Company") announces that it has agreed to acquire, joint venture and farm-in a 100% working interest in over 2000 acres of land on two light oil developments in the Western Canadian Sedimentary Basin. In Southern Alberta, Groundstar has agreed to acquire highly prospective acreage in the Alberta Bakken fairway. In Saskatchewan, a multiple section farm-in has been negotiated with potential for a multi-zone, high impact light oil development. Joint venture and geophysical work programs are ongoing. The Company has agreed to issue 750,000 common shares in the capital of the Company ("Common Shares") which are subject to a hold period as consideration for the acquisitions. Closing of the acquisitions is subject to certain conditions, including regulatory approval of the TSX Venture Exchange ("TSXV").
Groundstar also announces that it intends to make a normal course issuer bid ("NCIB") through the facilities of the TSXV to buy up to 1,300,000 Common Shares, which represents approximately 7.0 % of the Company's current issued and outstanding Common Shares. Groundstar believes that from time to time, the market price of the Common Shares may not reflect their underlying value is therefore of the view that the repurchase of the shares represents a sound business decision. All Common Shares purchased under the NCIB will be returned to treasury and cancelled. Any Common Share purchases under the NCIB will be at the prevailing market price at the time of the transaction, purchased in accordance with the policies of the TSXV and conducted by the appointed broker and completed through the facilities of a Canadian registered exchange, including the TSXV and the Alpha Exchange, or through a Canadian alternative trading systems, including but not limited to, CHI-X Canada, MATCH Now (TriAct Canada), Omega ATS and Pure Trading. The normal course issuer bid is expected to begin later in March for a period of 12 months from the date to be specified in the TSXV bulletin. Shareholders of Groundstar will be advised of the NCIB in public reporting of the Company and will be filed on SEDAR.
Groundstar is also pleased to announce that is has now closed its previously announced acquisition of certain oil and gas properties in central Alberta. Groundstar issued a total of 1.6 million Common Shares. Further, the Company wishes to explain its previous news release with respect to the closing of the offering of units of the Company (the "Units") that were issued pursuant to the Company's short form prospectus dated December 19, 2012 (the "Prospectus"). The Company previously announced that it had issued 7,167,500 Units at $0.20 per Unit pursuant to the Prospectus offering. Of these Units, 500,000 Units were issued to a U.S. person pursuant to a private placement exemption and are subject to a statutory four month and a day hold, which expires on April 24, 2013. The private placement Units were issued on the same day as the initial closing of the Prospectus offering and at the same price and are otherwise identical in all respects to the Units issued pursuant to the Prospectus. In addition, the Company announces that it has also closed the previously disclosed issuance of 555,000 Common Shares at a deemed price of $0.15 per share to settle outstanding payable.
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".
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.
This press release may contain forward-looking statements within the meaning of applicable securities laws including expectations regarding the receipt of regulatory approval for the acquisition and the NCIB. Forward-looking statements may include estimates, plans, anticipations, expectations, opinions, forecasts, projections, guidance or other similar statements that are not statements of fact. 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 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 and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures. 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.
|Groundstar Resources Limited|www.groundstarresources.com|
|Chad Dust 403 608 6505 or |Tyron Pfeifer 403 614 9902|
|403 265 2549 | |
Suite 2300, 144 4th Avenue SW
Calgary, Alberta T2P 3N4
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