GSA Groundstar Resources Ltd

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.


The board of directors of Groundstar Resources Limited (TSX VENTURE:GSA) (the
"Company") is pleased to announce that it has filed a preliminary short-form
prospectus with the securities regulatory authorities in each of the provinces
of British Columbia, Saskatchewan, Alberta and Ontario, in connection with the
qualification for distribution of up to 10,000,000 units in the capital of the
Company ("Units") and 8,000,000 units issued on a "flow-through" basis pursuant
to the provisions of the Income Tax Act (Canada) ("Flow-Through Units"), at a
price of $0.20 per Unit and $0.25 per Flow-Through Unit (the "Offering"). The
Offering is expected to close on or about December 19, 2012 and is subject to
customary regulatory approvals. Each Unit shall consist of one common share
("Common Shares") and one-half of one common share purchase warrant ("Warrant").
Each Flow-Through Unit shall consist of one flow-through common share and
one-half of one common share purchase Warrant. Each whole Warrant shall be
exercisable into one additional common share of the Company for 18 months
following the Closing Date at an exercise price of $0.30 per common share.


The shares will be offered on a commercially reasonable efforts basis through a
syndicate of agents including PI Financial Corp., Canaccord Genuity Corp.,
(collectively, the "Agents") and Primary Capital Inc. 


The net proceeds received by the Company from the Offering will be used to
further the exploration and development activities of its oil and gas properties
and for general corporate purposes. The proceeds received by the Company from
the sale of the Flow-Through Common Shares will be used to incur eligible
Canadian Exploration Expenses ("CEE") which will be renounced in favour of
subscribers for the 2012 taxation year.


A copy of the preliminary prospectus, which contains important information
relating to the Offering, is available under the Company's profile on the SEDAR
website at www.sedar.com. The preliminary prospectus is subject to completion or
amendment. There will not be any sale or acceptance of an offer to buy the
Common Units and/or Flow-Through Units until a receipt for the final prospectus
has been issued. Completion of the Offering is subject to and conditional upon
the receipt of all necessary approvals.


This news release does not constitute an offer to sell or a solicitation of an
offer to buy the securities described herein in the United States. The
securities described herein have not been and will not be registered under the
United States Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent an exemption from the registration requirements of
such Act.


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 of 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" and currently has 5.9 million
basic shares outstanding.


This press release contains forward-looking statements within the meaning of
applicable securities laws, including expectations regarding the timing of the
closing of the Offering, the gross proceeds to be raised therefrom, the
anticipated use of proceeds from the Offering and the receipt of regulatory
approval. 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, uncertainties resulting from
potential delays or changes in plans with respect to exploration or development
projects or capital expenditures, uncertainties regarding the ultimate success
of the Offering and the ability of the Agents to raise proceeds pursuant thereto
and the ability of the Company to obtain all necessary regulatory approvals. 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. Primary Capital Inc. is to act
as selling group member. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Groundstar Resources Limited
Chad Dust
403 608 6505 or 403 668 5547


Groundstar Resources Limited
Tyron Pfeifer
403 614 9902
www.groundstarresources.com

Grafico Azioni Groundstar Resources Limited (TSXV:GSA)
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