Groundstar Resources Limited (TSXV:GSA) announced a non- brokered private placement of 70 convertible debenture unit at a price of CAD 1,000 per convertible debenture unit for the maximum gross proceeds of CAD 70,000 on February 27, 2018 . Each convertible debenture unit will consist of a debenture in the principal amount of CAD 1,000 and bear interest at 12% and include warrants exercisable into 50,000 common. Each warrant will be exercisable to acquire one common share at an exercise price of CAD 0.05 per warrant share for a period of two years following the closing date. The convertible debentures will bear interest from the closing date at 12% per annum, payable semiannually on June 30, 2018 and December 31, 2018 of each year and will expire on February 26, 2020, will be secured by the assets of the company and be subordinate to any existing secured parties of the company. The convertible debentures are convertible into common shares in the capital of the company at the option of the holder at any time prior to the close of business on the earlier of: the last business day immediately preceding the maturity date; and the date when the common shares are consolidated as set forth below, at a conversion price of CAD 0.02 per common share, subject to adjustment in certain events. The securities issued in the transaction are subject to a statutory hold period of four months and a day from today, being July 23, 2018. The private placement is open to all existing shareholders of the company and such other individuals or entities as the company may determine in its sole discretion. The insiders of the company may subscribe for a significant amount in the transaction. The transaction is subject to approval from the TSX Venture Exchange.