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*Groundstar Resources Limited 
Listed Company 

GROUNDSTAR RESOURCES LIMITED ("GSA")
BULLETIN TYPE: Property-Asset or Share Acquisition Agreement
BULLETIN DATE: February 23, 2015
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation pursuant to an Offer to Purchase Letter Agreement dated December 18, 2014 and a Petroleum, Natural Gas and Generals Rights Conveyance Agreement dated February 2, 2015 (together, the "Agreements"), between the Company and an arm's length party (the "Vendor"), whereby the Company has acquired the Vendor's 100% working interests in: (i) Freehold Petroleum Lease dated March 31, 2010 (20% Lessor 2, 2015Royalty {5% Lor by Vendor}), (ii) Freehold Petroleum & Natural Lease dated November 1, 2014 (16% Lessor Royalty) and Freehold Petroleum & Natural Lease dated May 21, 2014 (15% Lessor Royalty) (collectively the "Leases"). In consideration, the Company paid (i) $30,000 in cash and 375,000 in common shares of the Company ("Shares") at a deemed price of $0.055 per Share issued with a hold period of 18 months at closing; and (ii) will pay an additional payment of 375,000 Shares at a deemed price per Share which shall not be less than the Discounted Market Price at the time of issuance (the "Contingent Payment") issued with a four month hold period, to be paid to the Vendor when a test well is completed on the Leases and is capable of 50 Bopd production over a 90 day period.

Insider / Pro Group Participation: None

For further information, please see the Company's press release dated February 3, 2015.
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