Groundstar Resources Limited Announces Flow-Through Financing

CALGARY, ALBERTA--(Marketwired - Nov. 8, 2016) -

NOT FOR DISTRIBUTION TO THE U.S.A. NEWS WIRE SERVICES OR FOR DISSEMINATION TO THE U.S.A.

Groundstar Resources Limited (TSX VENTURE:GSA) (the "Company") is pleased to announce that it intends to complete an offering of approximately 11 million 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 $0.02 per Flow-Through Share by way of a non-brokered private placement for total gross proceeds of approximately $220,000 (the "Offering"). Notwithstanding the foregoing, in the event that demand for the Offering is greater than anticipated, the Board of Directors of the Company may increase the size of the Offering such that the gross proceeds of the Offering could be as high as $500,000.

The Company will utilize the net proceeds from the Offering to fund seismic delineation and development of its light oil opportunities. The anticipated costs of these activities is approximately $220,000. Any excess proceeds will be used for additional development of Company owned and Joint Venture lands. The proceeds received by the Company from the sale of the Flow-Through Shares is expected to be used to incur eligible Canadian Exploration Expenses ("CEE") which will be renounced in favor of subscribers for the 2016 taxation year. Groundstar will be utilizing the Small Cap Company provision to allow for the conversion of eligible CEE to Canadian Development Expenses ("CDE"). This permits the Company to utilize the funds for lower risk Development drilling in contrast to higher risk Exploration drilling.

The Company also announces recent optimization at Neilburg has increased production with Groundstar currently netting 40-45 barrels of oil per day.

The 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 Company may determine in its sole discretion 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 15, 2016. Closing of the Offering and the issuance of the Flow-Through Shares are subject to approval of the TSX Venture Exchange. The Offering is open to all existing shareholders of the Company and such other individuals or entities as the Company may determine in its sole discretion. It is currently anticipated that insiders of the Company will subscribe for a significant amount of the Offering.

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 publicly traded oil and gas company actively growing a portfolio targeting producing oil and gas assets with development opportunities and exploration upside. The Company's current portfolio of resource assets provides both near term and longer term potential. Groundstar is quoted and trades under the ticker symbol "GSA" on the TSX Venture Exchange.

Disclaimers

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 and at the anticipated pricing, 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.

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 press release.