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December 2013
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Groundstar Resources Limited News Release


By Accesswire

Calgary, December 4, 2013 -Groundstar Resources Limited ("Groundstar", "the "Company", "we", "us", or "our") (TSXV: GSA US: GRDSF symbol) (the "Company") is pleased to announce that is has entered into an engagement agreement whereby PI Financial Corp. and Canaccord Genuity Corp. will act as co-lead agents with respect to a proposed offering of up to 5,000,000 common shares in the capital of the Company to be issued on a "flow-through" basis within the meaning of the Income Tax Act (Canada) (the "Flow-Through Shares") at a price of $0.20 per Flow-Through Share by way of a brokered private placement and up to 2,777,800 units of the Company (the "Units") at a price of $0.18 per Unit for total gross proceeds of up to $1.5 million. Each Unit will consist of one common share in the capital of the Company (a "Common Share") and one half of one common share purchase warrant ("Warrant"). Each whole Warrant will entitle the holder thereof to purchase one Common Share ("Warrant Share") at a price of $0.30 each prior to the date that is 18 months from a closing date of the Offering. The Company may offer the Units to purchasers in the United States pursuant to exemptions from the registration requirements under applicable U.S. securities laws.

The Company expects to use the net proceeds from the offering primarily to accelerate exploration and development activities of its North American oil and gas properties. The proceeds received by the Company from the sale of the Flow-Through Shares will be used to incur eligible Canadian Exploration Expenses ("CEE") which will be renounced in favour of subscribers for the 2013 taxation year. The flow-through funds will be used to fund additional Mannville, vertical oil well(s) in the Neilburg area, expected follow up to 3-13 at 4-13, and W3/W4 drilling locations; the drilling of a vertical light oil Viking well in the Chigwell unit, and an expected high impact Leduc exploration play. Additionally, some seismic acquisition work may be conducted in Groundstar’s key growth areas in Saskatchewan and Alberta.

Groundstar, due to its taxable capital amount may on an annual basis be eligible to incur and renounce up to $1.0 million of certain eligible Canadian development expenses (CDE) which is deemed to be Canadian exploration expenses (CEE). Groundstar currently has no debt and 18.9 million shares outstanding.

The Units and Flow-Through Shares will be issued on a private placement basis in the Provinces of Alberta, British Columbia, Ontario and such other jurisdictions as the Agents and the Company may agree and will be subject to a statutory hold period of four months and a day from the closing date of the Offering, expected to be on or about December 23, 2013. Closing of the Offering and the issuance of the Units and the Flow-Through Shares are subject to approval of the TSX Venture Exchange.

This news release does not constitute an offer to sell or a solicitation of an offer to buy 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 diversified 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 is quoted and trades under the ticker symbol "GSA" in Canada and "GRDSF" in the United States.

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 contains forward-looking statements within the meaning of applicable securities laws, including expectations regarding the anticipated closing of the Offering, the gross proceeds expected to be received in connection therewith and the anticipated use of proceeds from the Offering. 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 and resource 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, uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures and uncertainties regarding whether regulatory approval for the Offering will be received and if received, on the timelines expected, as well as the intended use of the net proceeds of the Offering. 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.

Contact Information: Contact Information:

Groundstar Resources Limited, Suite 2300, 144 4th Avenue SW, Calgary, Alberta T2P 3N4

 |Groundstar Resources Limited  |     |
 |Chad Dust  403 608 6505 or 403|Tyron Pfeifer  403 614 9902     |
 |265 2549                      ||
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