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Goldstar Minerals Inc. Announces Rights Offering


Montréal, Québec – March 23, 2018 – Goldstar Minerals Inc. (TSX-V: GDM) (the Company) announces that it will be offering rights (the Rights) to holders of its common shares (Common Shares) of record as at 5:00 p.m. (Montréal time) on April 3, 2018 (the Record Date), on the basis of one (1) Right for every two (2) Common Shares held (the Offering). Each Right will entitle the holder thereof to subscribe for one Common Share upon payment of the subscription price of $0.05 per Common Share. The Offering will be conducted in Canada only.

The Rights will trade on the TSX Venture Exchange under the symbol “GDM.RT” commencing on April 2, 2018 until noon (Montréal time) on May 8, 2018, and the Rights will expire at 5:00 p.m. (Montréal time) on May 8, 2018 (the Expiry Time). Rights not exercised prior to the Expiry Time will be void and of no value. Holders who fully exercise their Rights will be entitled to subscribe for additional Common Shares, if available, that were not subscribed for by other holders of Rights prior to the Expiry Time.

Complete details of the Offering will be set out in the rights offering circular and the rights offering notice which will be available under the Company’s profile at www.sedar.com. The rights offering notice and accompanying rights certificate will be mailed to each registered shareholder resident in Canada as at the Record Date. Registered shareholders who wish to exercise their Rights must complete and forward the Rights Certificate, together with applicable funds, to TSX Trust Company, the Rights Agent for the Offering, on or before the Expiry Time. Shareholders who own their Common Shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary. The Company will not issue rights to shareholders resident in a jurisdiction outside of Canada (the Ineligible Holders). The rights of Ineligible Holders will be issued to and held on their behalf by TSX Trust Company who will, prior to the Expiry Time, attempt to sell the Rights of Ineligible Holders on such dates and at such prices as it determines in its sole discretion.

No party has been retained to solicit subscriptions for Common Shares pursuant to the Offering. However, the Company will pay to members of the Investment Industry Regulatory Organization of Canada (IIROOC) who procure subscriptions for the Common Shares upon the exercise of Rights a fee of 5% of the subscription price of the Common Shares subscribed through them, other than subscriptions by insiders of the Company.

There are currently 71,172,765 Common Shares issued and outstanding. If all of the Rights issued under the Offering are validly exercised, the Offering will raise gross proceeds of approximately $1,779,319. The Company intends to use the net proceeds of the Offering to finance its second phase diamond drill program at its Lake George Property located in New Brunswick and to replenish its working capital.

Shares for Debt Settlement

The Company reports that it has agreed with Mr. David Crevier, a director and significant shareholder of the Company, to settle in full the outstanding loans totaling $405,000 owing to Mr. Crevier and a holding company that Mr. Crevier controls (together, the Lenders) in common shares of the Company at a price of $0.05 per share, being the same subscription price per common share to be subscribed by holders of rights under the Offering. The Company will issue 8,100,000 common shares to the Lenders. The shares will be subject to a statutory hold period of four months. The issuance of the shares to the Lenders in settlement of their debt will take place concurrently with the closing of the Offering. The shares for debt transaction is subject to approval by the TSX Venture Exchange. More details regarding the debt settlement will be set out in the Company’s rights offering circular which will be available on Sedar.

Neither the TSX Venture Exchange nor its Regulation Service 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 news release may contain forward-looking information. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in these statements.

For further information, please contact:

Benoit Moreau
President and Chief Executive Officer
Telephone: 514 591-8058