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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 29, 2007 (May 23, 2007)
GASTAR EXPLORATION LTD.
(Exact Name of Registrant as Specified in Its Charter)
ALBERTA, CANADA 001-32714 38-3324634
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1331 LAMAR STREET, SUITE 1080
HOUSTON, TEXAS 77010
(Address of principal executive offices)
(713) 739-1800
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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SECTION 3 - SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities.
On May 23, 2007, Gastar Exploration Ltd. ("Gastar") closed the
previously announced sale of 1,757,195 newly issued Gastar common shares at a
price of $2.00 per share, or $3,514,390, to Chesapeake Energy Corporation
("Chesapeake"). Chesapeake elected to exercise its preemptive rights to acquire
these shares as a result of Gastar's issuance of common shares to Navasota
Resources, L.P. related to Gastar's sale of a portion of its undeveloped East
Texas leasehold interest. Chesapeake has a preemptive right to purchase Gastar
common shares in an amount that would maintain Chesapeake's percentage of
Gastar's fully-diluted shares outstanding immediately following Gastar's
issuance of new common shares. Chesapeake owns 16.4% of Gastar's 207,098,570
basic common shares outstanding following this issuance of new common shares to
Chesapeake. There were no underwriters. The issuance of the common shares was
exempt from registration pursuant to Rule 506 of Regulation D under the
Securities Act.
SECTION 7 - REGULATION FD
Item 7.01 Regulation FD Disclosure.
On May 24, 2007, Gastar issued a press release announcing the sale of
1,757,195 newly issued Gastar common shares at a price of $2.00 per share to
Chesapeake. This press release is attached as Exhibit 99.1 and is being
furnished solely pursuant to Item 7.01 of this report.
Exhibit No. Description of Document
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99.1 Press release dated May 24, 2007 reporting the sale of
1,757,195 newly issued Gastar common shares to Chesapeake.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GASTAR EXPLORATION LTD.
Date: May 29, 2007 /s/ J. RUSSELL PORTER
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J. Russell Porter
Chairman, President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description of Document
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99.1 Press release dated May 24, 2007 reporting the sale of
1,757,195 newly issued Gastar common shares to Chesapeake.
4