Groundstar Announces Acquisitions, Share Repurchase and Corporate Update
March 12 2013 - 1:10PM
Access Wire
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.
Contact Information:
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|Groundstar Resources Limited|www.groundstarresources.com|
|--------------------------------------------------------|
|Chad Dust 403 608 6505 or |Tyron Pfeifer 403 614 9902|
|403 265 2549 | |
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Suite 2300, 144 4th Avenue SW
Calgary, Alberta T2P 3N4
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