Groundstar Resources Ltd. Press Release

CALGARY, AB / ACCESSWIRE / July 30, 2014 / Groundstar Resources Limited. ("Groundstar", "the "Company", "we", "us", or "our") (TSXV: GSA US: GRDSF symbol) confirms that as previously announced on July 14, 2014 the Company has now closed a private placement of 400,000 convertible preferred shares in the capital of the Company ("Preferred Shares") at a price of $1.00 per Preferred Share for total gross proceeds of $400,000. The Preferred Shares can be converted into common shares in the capital of the Corporation ("Common Shares") after 12 months from the closing date at a conversion ratio of four (4) Common Shares per Preferred Share, being an effective price of $0.25 per Common Share, until 30 months from the closing date. Commencing on November 30, 2014, the Preferred Shares shall pay a dividend at a rate of 10% per year. The financing is subject to receipt of all necessary regulatory approvals. The company also announces that it has issued 400,000 share options at a price of $0.20 per share to certain officers, directors, employees and consultants at an exercise price of $0.20 pursuant to the Company's rolling Stock Option Plan. These options vest over a 24-month period, with a five year term to expiry.

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 diversified publicly traded oil and gas company with oil production and 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 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 may contain forward-looking statements within the meaning of applicable securities laws including expectations regarding the receipt of government and required third party approvals from the financing described herein and the timing thereof. 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:

Groundstar Resources Limited www.groundstarresources.com

Suite 2300, 144 4th Avenue SW

Calgary, Alberta T2P 3N

403 265 2549

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

SOURCE: Groundstar Resources Limited.