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Published on 6/3/2011 in the Prospect News PIPE Daily.

Megastar Development plans C$1.01 million private placement of units

Company sells equity on a non-brokered basis to fund working capital

By Devika Patel

Knoxville, Tenn., June 3 - Megastar Development Corp. said it has arranged a C$1.01 million non-brokered private placement of units.

The company will sell 7 million A units of one common share and one warrant at C$0.075 each. The A warrants are each exercisable at C$0.10 for two years.

The company also will sell 4 million B units of one common share and one half-share warrant at C$0.12 each. The whole B warrants are each exercisable at C$0.18 for two years.

The warrant strike prices are 47.37% and 5.26% discounts to the June 2 closing share price of C$0.19.

Settlement is expected June 15.

Proceeds will be used for general working capital, including the company's ongoing evaluation of possible projects.

Megastar is a resource company based in Vancouver, B.C.

Issuer:Megastar Development Corp.
Issue:A units of one common share and one warrant, B units of one common share and one half-share warrant
Amount:C$1,005,000
Warrant expiration:Two years
Agent:Non-brokered
Pricing date:June 3
Settlement date:June 15
Stock symbol:TSX Venture: MDV
Stock price:C$0.17 at close June 3
Market capitalization:C$1.73 million
A units
Amount:C$525,000
Units:7 million
Price:C$0.075
Warrants:One warrant per unit
Warrant strike price:C$0.10
B units
Amount:C$480,000
Units:4 million
Price:C$0.12
Warrants:One half-share warrant per unit
Warrant strike price:C$0.18

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