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File: TSP - Closing News Release and early warning report.docx

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TitanStar Properties Inc. Closes Private Placement
September 30, 2014.  TitanStar Properties Inc. (TSX Venture: TSP-V) ("TitanStar" or the "Company") announces that, fur
--->ther to its news release dated September 29, 2014, it has closed its private placement (the "Offering") of an aggregat
--->e principal amount of $2.5 million of 9.0% convertible unsecured subordinated debentures (the "Debentures"). 
The Debentures will bear interest at 9.0% per annum (the "Interest Amount"), and will mature on September 30, 2019.  T
--->he Company may repay all or a portion of the indebtedness owing under the Debentures at any time and without penalty.
Each Debenture will be convertible into units (the "Units"), with each unit comprised of one common share (a "Share") 
--->and one Share purchase warrant (a "Warrant"), at a conversion price of $0.09 in the first year, and for each year ther
--->eafter at a conversion price equal to the greater of the closing sales price (or the closing bid, if no sales were rep
--->orted on the date of determination) of the Shares on the TSX Venture Exchange (the "TSXV") or $0.10.  Each Warrant wil
--->l entitle the holder to acquire an additional Share at an exercise price equal to the conversion price of the Debentur
--->es in effect at the time such Warrants are issued, and will expire on September 30, 2019.  
The conversion rate (the "Interest Amount Conversion Rate") with respect to the Interest Amount shall be equal to the 
--->closing sales price (or the closing bid, if no sales were reported on the date of determination) of the Shares on the 
--->TSXV at the time of conversion, excepting that: 
(i) from the date hereof until but not including September 30, 2015, the Interest Amount Conversion Rate shall not be 
--->less than $0.09 per Unit; and 
(ii) from and including September 30, 2015 until the Maturity Date, the Interest Amount Conversion Rate shall not be l
--->ess than $0.10 per Unit.
Conversion of the Interest Amount is subject to the Company receiving prior approval from the TSXV.
The proceeds of this Offering will be used to repay all of the indebtedness currently owing by the Company to Romspen 
--->Investment Corporation under a revolving credit facility.  Further information regarding the credit facility can be fo
--->und in the Company's news release dated November 27, 2012.

Early Warning Reports

T. Richard Turner ("Mr. Turner") of 2003 - 1077 West Cordova Street, Vancouver, BC, V6C 2C6, announces that he has acq
--->uired, through TitanStar Finance Inc., a private company controlled by Mr. Turner, ownership of $1,250,000 aggregate p
--->rincipal amount of 9% unsecured subordinated convertible debentures maturing on September 30, 2019 (the "Debentures") 
--->through the facilities of the TSXV.

Assuming the conversion of the Debentures in full, the number of Units issuable to Mr. Turner will be 13,888,888 Units
--->. The 13,888,888 common shares ("Shares") and 13,888,888 warrants ("Warrants") comprising the Units acquired by Mr. Tu
--->rner, in addition to existing holdings of Shares, debentures and stock options in the capital of the Company represent
---> 14.1% of the Company's issued and outstanding Shares on a non-diluted basis or 32.13% of the Company's issued and out
--->standing Shares, calculated on a partially-diluted basis assuming the conversion of the Debentures and the exercise of
---> such Warrants, debentures and stock options.

Mr. Turner currently owns $1,250,000 principal amount of Debentures representing 13,888,888 Units assuming full conver
--->sion.  Together with other securities already owned by Mr. Turner and assuming full conversion of the Debentures held 
--->by Mr. Turner, Mr. Turner beneficially owns an aggregate total of 22,999,528 Shares, 13,888,888 Warrants, 1,969,230 Sh
--->ares, assuming the conversion of $160,000 debentures at a conversion rate of $0.08125, and 575,000 stock options, whic
--->h collectively represents 32.13% of the Company's issued and outstanding Shares, calculated on a partially-diluted bas
--->is assuming the exercise of such Warrants, debentures and stock options. 

Greg Yuel ("Mr. Yuel") of 255 Robin Crescent, Saskatoon, Saskatchewan, S7L 6M8, announces that he has acquired, throug
--->h Round Table Management Ltd., a private company controlled by Mr. Yuel, ownership of $1,250,000 aggregate principal a
--->mount of the Debentures through the facilities of the TSXV.

Assuming the conversion of the Debentures in full, the number of Units issuable to Mr. Yuel will be 13,888,888 Units. 
--->The 13,888,888 Shares and 13,888,888 Warrants comprising the Units acquired by Mr. Yuel, in addition to existing holdi
--->ngs of Shares and stock options in the capital of the Company represent 10.53% of the Company's issued and outstanding
---> Shares on a non-diluted basis or 28.83% of the Company's issued and outstanding Shares, calculated on a partially-dil
--->uted basis assuming the conversion of the Debentures and the exercise of such Warrants and stock options.

Mr. Yuel currently owns $1,250,000 principal amount of Debentures representing 13,888,888 Units assuming full conversi
--->on.  Together with other securities already owned by Mr. Yuel and assuming full conversion of the Debentures held by M
--->r. Yuel, Mr. Yuel beneficially owns an aggregate total of 20,695,773 Shares, 13,888,888 Warrants and 90,000 stock opti
--->ons, which collectively represents 28.83% of the Company's issued and outstanding Shares, calculated on a partially-di
--->luted basis assuming the exercise of such Warrants and stock options. 

Messrs. Turner and Yuel acquired the Debentures for investment purposes. Messrs. Turner and Yuel intend to evaluate th
--->eir investments in the Company and to increase or decrease their respective shareholdings as they may determine for in
--->vestment purposes. 

This news release is being disseminated as required by National Instrument 62-103, The Early Warning System and Relate
--->d Take-Over Bids and Insider Reporting Issues in connection with the filing of the early warning reports (the "Early W
--->arning Report"). A copy of the Early Warning Reports may be found on www.sedar.com under the Company's profile. 

FOR FURTHER INFORMATION PLEASE CONTACT:

T. Richard Turner 
President, CEO and Director 
TitanStar Properties Inc.
Telephone: (604) 408-3808 
Facsimile: (604) 408-3801 
email: rick@titanstar.ca

About TitanStar 

TitanStar is a real estate issuer whose investment strategy focuses on building a portfolio of well-positioned, underv
--->alued or underperforming stabilized assets, focusing on geographic areas.  TitanStar currently holds a 50% limited par
--->tnership interest in the Deer Springs Crossing Limited Partnership, a Nevada limited partnership which owns the Deer S
--->prings Crossing Shopping Center, a 22.8 acre retail development project also located in Las Vegas.  In December 2012, 
--->the Company acquired a 50% limited partnership interest in TSP LP I, L.P., a Nevada limited partnership which owns the
---> Swanway Plaza, a 55,790 square foot retail shopping centre in Tucson, Arizona (see the Company's news release of Janu
--->ary 2, 2013).  In January 2013, the Company acquired a 50% limited partnership interest in TSP LP II, L.P., a Nevada l
--->imited partnership which owns the Kohl's San Tan Plaza, a 29,945 square foot retail shopping centre in Chandler, Arizo
--->na (see the Company's news release of January 28, 2013).  In September 2013, the Company acquired a 38.4% beneficial i
--->nterest in Adam's Dairy Landing, a 254,036 square foot retail shopping centre, located in Blue Springs, Missouri (see 
--->the Company's news release of September 30, 2013).  These latter investments reflect TitanStar's revised investment st
--->rategy, announced on September 28, 2012, which added the following objectives:

{● ●} begin to build, with or without a partner acceptable to management, a portfolio of stabilized assets that 
--->produce a reasonably reliable cash flow that would be available for distribution to shareholders when a distribution p
--->olicy is determined by the Board of Directors;

{● ●} engage local companies to manage such properties; and

{● ●} finance the purchase of such assets using conservative financing assumptions, determined by management fro
--->m time to time.

Forward-looking statements:

Certain statements in this release are forward-looking statements, including with respect to the proposed offering and
---> the settlement of debt. Forward-looking statements consist of statements that are not purely historical, including an
--->y statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to
---> risks and uncertainties that may cause actual results, performance or developments to differ materially from those co
--->ntained in the statements. No assurance can be given that any of the events anticipated by the forward-looking stateme
--->nts will occur or, if they do occur, what benefits the Company will obtain from them.  These forward-looking statement
--->s reflect management's current views and are based on certain expectations, estimates and assumptions which may prove 
--->to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those ex
--->pressed or implied by the forward-looking statements, as well as other factors beyond the Company's control.

These forward-looking statements are made as of the date of this news release.

Neither 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.