Market Overview

Groundstar Resources Limited Update


CALGARY, ALBERTA--(Marketwire - Oct. 29, 2012) -


Groundstar Resources Limited (TSX VENTURE:GSA) ("Groundstar" or the "Company") announces that at its recently held Annual General and Special Meeting of Shareholders, Tyron Pfeifer, Chad Dust, and Shabir Premji were elected as directors of the Company and Kam Fard and Daryl Raymaker resigned from the board. Shareholders approved the appointment of Deloitte and Touche LLP, Chartered Accountants, as auditors of the Company, and also reapproved the Company's rolling Stock Option Plan, as required by TSX Venture Exchange ("TSXV") policies. Shareholders further approved the issuance of performance warrants of the Company, such warrants being exercisable into an aggregate of up to 10% of the issued and outstanding common shares in the capital of the Company ("Common Shares") with an expiry date of five years from the date of issue at an exercise price of $1.00 per Common Shares upon the Company achieving a net asset value per Common Share of no less than $1.00. Lastly, shareholders approved a consolidation of the Common Shares on the basis of one post-consolidation Common Share being issued for every fifteen (15) pre-consolidation common shares in the capital of the Company. The Common Shares commenced traded on a post-consolidation basis at the opening of the markets on October 23, 2012.

Groundstar currently has a net 6% participating working interest in a 846 square kilometer Qara Dagh block in Federal Region of Kurdistan, Iraq, a 10% carried working interest in a 20,947 square kilometers West Kom Ombo block in Egypt, one of the largest onshore blocks in the country and a 10% carried working interest to commercial production in a large 7,800 sq km block in the Takatu basin in Guyana. As at the fiscal year end, the Company had $30.3 million in consolidated tax pools. The Company is actively strengthening its management team and growing a portfolio of working interests targeting oil and gas producing assets with appraisal and development opportunities and exploration upside.

The Company has also entered into shares for debt and share for service agreements to settle outstanding payables with a number of creditors and service providers of the Company, through the issuance an aggregate of 555,000 Common Shares at a price of $0.15 per share, thereby reducing the Company's accounts payable. Common Shares issued under the shares for debt and shares for service transactions will be subject to a four month hold period from the date of issuance in accordance with applicable securities laws. The issuance of Common Shares by the Company pursuant to the shares for debt and service settlement agreements is subject to approval of the TSXV. The Company has also granted 300,000 options to certain directors, officers, employees and consultants at an exercise price of $0.15 pursuant to the Company's rolling Stock Option Plan. These options vest over a 24-month period, with a five-year term to expiry. The Company also confirms that it has filed an Annual Information Form and its Q1 2013 financial statements. The information can be accessed electronically from the SEDAR system under the Company's profile at or on the Groundstar website at

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 resources actively growing a portfolio of working interests targeting oil and gas producing assets with appraisal and development opportunities and exploration upside. The Company currently has 5.9 million Common Shares outstanding.

This press release may contain forward-looking statements within the meaning of applicable securities laws. 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
Chad Dust
403 608 6505 or 403 975 6505

Groundstar Resources Limited
Tyron Pfeifer
403 614 9902

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