Unassociated Document


    EXHIBIT
4.1

     

     

     

    THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THESECURITIES NOR
ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT OR AN
EXEMPTION FROM REGISTRATION, WHICH, IN THE OPINION OF COUNSEL REASONABLY
SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE. UNLESS PERMITTED
UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS WARRANT CERTIFICATE
MUST NOT TRADE THE PURCHASE WARRANTS REPRESENTED HEREBY OR THE COMMON SHARES
ISSUABLE UPON EXERCISE THEREOF BEFORE OCTOBER 11,2008.

    


    THE
PURCHASE WARRANTS REPRESENTED BY THIS CERTIFICATE WILL BE VOID AND OF NO VALUE
UNLESS EXERCISED DURING THE PERIODS SPECIFIED HEREIN, WHICH TERMINATE NO LATER
THAN (A) IF A "QUALIFYING SALE EVENT", AS DEFINED IN THIS WARRANT CERTIFICATE,
OCCURS ON OR PRIOR TO JUNE 11,2011,5:00 P.M. CENTRAL TIME ON THE DATE THAT IS
ONE YEAR FOLLOWING THE DATE ON WHICH SUCH QUALIFYING SALES EVENT OCCURS, OR (B)
IF NEITHER A QUALIFYING SALE EVENT OR A "TERMINATING SALE EVENT", AS DEFINED IN
THIS WARRANT CERTIFICATE, OCCURS ON OR PRIOR TO JUNE 11, 2011, 5:00 P.M. CENTRAL
TIME ON DECEMBER 11,2011.

    


    BY
ACCEPTANCE OF THIS WARRANT CERTIFICATE THE HOLDER ACKNOWLEDGES THAT THE
CERTIFICATES REPRESENTING THE COMMON SHARES ISSUABLE ON EXERCISE OF THIS WARRANT
CERTIFICATE, IF ISSUED AT A TIME WHEN THE COMMON SHARES ARE SUBJECT TO RESALE
RESTRICTIONS UNDER APPLICABLE UNITED STATES OR CANADIAN PROVINCIAL SECURITIES
LAWS, WILL BEAR A LEGEND TO THE FOLLOWING EFFECT: "THE SECURITIES REPRESENTED BY
THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE ("TSX"); HOWEVER, THE
SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE
NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH
SECURITIES IS NOT "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON
TSX."

     

    


    WARRANT
CERTIFICATE

    


    GASTAR
EXPLORATION LTD.

    (A
corporation subsisting under the laws of the Province of Alberta)

    


     

    
    

     

    
      	CERTIFICATE NO.
      2008-1	 	10,000,000 PURCHASE
      WARRANTS entitling the


              holder
      to acquire, subject to adjustment, one (1)
Common Share for each
      Purchase Warrant
represented
hereby.

            


    

     

    
    

    THIS IS TO
CERTIFY THAT GEOSTAR
CORPORATION, a Michigan corporation (hereinafter referred to as the
"holder"), in consideration of die payment of the sum of Ten Dollars ($10.00) in
the currency of the United States of America and otiier good and valuable
consideration, receipt and adequacy of which is hereby acknowledged by Gastar
Exploration Ltd. (the "Corporation"), is the registered holder of that number of
Purchase Warrants to acquire Common Shares (as hereinafter defined) of the
Corporation as set forth in this Purchase Warrant certificate ("Warrant
Certificate"). Each Purchase Warrant represented hereby entitles the holder
thereof to acquire, in the manner and subject to the restrictions and
adjustments set forth herein, one (1) fully paid and non-assessable common share
without nominal or par value, (together with any other securities which may be
issued or distributed by the Corporation with respect thereto or in substitution
therefor, the "Common Shares") of die Corporation, upon valid exercise in
accordance herewith during the following exercise periods and at the following
exercises prices:

     

    
      	

              (A)

            	

              if a
      "Qualifying Sale Event" (as defined in this Warrant Certificate) occurs on
      or prior to June 11, 2011, at any time on or after the date of the
      occurrence of the Qualifying Sale Event until 5:00 p.m. Central Time on
      the date that is one year following the date on which the Qualifying Sale
      Event occurs, at an exercise price of US$2.75 per share;
  or

            
	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (B)

            	
              if
      neither a Qualifying Sale Event nor a "Terminating Sale Event" (as defined
      in this Warrant Certificate) occurs on or prior to June 11, 2011, at any
      time after June 11, 2011 until 5:00 p.m. Central Time on December 11,2011
      at an exercise price of US$3.00 per
share.

            


    

    
The right
to acquire Common Shares hereunder may only be exercised by the holder within
the time set forth above by:

     

    
      
        	
                a.

              	
                duly
      completing and executing the Exercise Form attached
  hereto;

              


      

    

     

    
      	
              b.

            	
              surrendering
      this Warrant Certificate to the headquarters office of the Corporation,
      currently located at 1331 Lamar Street, Suite 1080, Houston, Texas 77002
      Attn: Chief Financial Officer, or such other address as the Corporation
      may designate to the holder in writing;
and

            


    

     

    
      	
              c.

            	
              remitting
      cash, certified check, bank draft, money order in lawful money of the
      United States, payable to or to the order of the Corporation, where this
      Warrant Certificate is so surrendered, or submitting wire transfer of good
      funds to an account designated upon request by the Corporation, for the
      aggregate purchase price of the Common Shares so subscribed
      for.

            


    

    


    The
Purchase Warrants represented by this Warrant Certificate may be surrendered
only upon personal delivery hereof or, if sent by mail or other means of
transmission, upon actual receipt thereof by the Corporation at the office
referred to above.

    


    For
purposes of this Warrant Certificate and the Purchase Warrant represented
thereby:

    


    (a)         a
"Qualifying Sale Event" shall mean the time at which an asset sale or series of
asset sales by the Corporation or any of its subsidiaries during the period
commencing June 11, 2008 and ending on June 11, 2011 of up to and including all
or substantially all of its oil and gas interests in any properties owned,
purchased or acquired by the Corporation and its subsidiaries as of June 11,
2008 in Leon and Robertson Counties, Texas within the area of mutual interest,
or AMI, map as outlined by the Joint Operating Agreement dated July 7, 2000
among the Corporation and GeoStar Corporation (the "Qualifying Properties"), has
occurred in which total net proceeds from such sale or sales of Qualifying
Properties to the Corporation and its subsidiaries exceeds US$500,000,000.00 in
the aggregate;

     

    (b)         a
"Terminating Sale Event" shall mean the time at which an asset sale or series of
asset sales by the Corporation and any of its subsidiaries on or prior to June
11, 2011 of all or substantially all of the Qualifying Properties has occurred
in which total net proceeds of such sale or sales of Qualifying Properties to
the Corporation and its subsidiaries is less than or equals US$500,000,000.00 in
the aggregate, provided that the total net proceeds from an asset sale or series
of asset sales allocated to the Qualifying Properties shall be confirmed in
writing by an unrelated third-party investment banking firm or other unrelated
industry recognized professional firm in the business of sales of oil and gas
properties; and

     

    (c)         for
the purposes of the definitions of Qualifying Sale Event and Terminating Sale
Event, (i) such sales shall notinclude sales of production, entry into any
hedging contract, or the reimbursement of exploration, drilling, development or
production costs, in the ordinary course of business, or the issuance of a
production payment; (ii) "all or substantially all of the oil and gas interests"
shall mean at least 90 percent of the aggregate net mineral acres constituting
the Qualifying Properties; and (iii) net proceeds to the Corporation and its
subsidiaries from any asset sale or series of asset sales of Qualifying
Properties sold as a part of a transaction in which other assets of the
Corporation or its subsidiaries are sold shall be determined in a commercially
reasonable manner as confirmed in writing by an unrelated third-party investment
banking firm or other unrelated industry recognized professional firm in the
business of sales of oil and gas properties; provided that the determination of
net proceeds shall not include any deduction from proceeds for commissions or
transaction costs associated with the sale or sales of Qualifying Properties.
Nothing provided in this Warrant Certificate, by its terms or otherwise, shall
in any way obligate the Corporation or its subsidiaries to pursue or consummate
the sale of any of the Qualifying Properties. Upon the occurrence of a
Terminating Sale Event, the Purchase Warrants represented by this Warrant
Certificate shall terminate and be null and void. The Corporation shall mail to
the holder, or furnish for delivery by a national courier service, written
notice of the occurrence of a Qualifying Sale Event or a Terminating Sale Event
to the holder's address as it shall appear on the books of the Corporation
within ten (10) days of the occurrence of such event.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
Upon
exercise of the Purchase Warrants represented by this Warrant Certificate as
provided above, the person or persons in whose name or names the Common Shares
issuable upon exercise of the Purchase Warrants are to be issued shall be deemed
for all purposes to be the holder or holders of record of such Common Shares.
The Corporation covenants that it will cause a certificate or certificates
representing such Common Shares to be mailed or furnished for delivery to a
national courier service to the person or persons at the address or addresses
specified in the Exercise Form within five (5) Business Days. Any Common Shares
issued upon exercise of this Purchase Warrant shall be subject to any
registration rights agreement(s) between the Corporation and
holder.

    


    The
registered holder of this Warrant Certificate may acquire any lesser number of
Common Shares than the number of Common Shares which may be acquired for the
Purchase Warrants represented by this Warrant Certificate. In such event, the
holder shall be entitled to receive a new certificate for the balance of the
Common Shares which may be acquired. To the extent that the holder is entitled
to receive on the exercise or partial exercise thereof a fraction of a Common
Share, such right may only be exercised in respect of such fraction in
combination with another Purchase Warrant or other Purchase Warrants, which in
the aggregate entitles the holder to receive a whole number of Common
Shares.

    


    If the
holder is not able to or elects not to, combine Purchase Warrants so as to be
entitled to acquire a whole number of Common Shares, the Corporation shall make
an appropriate cash settlement. However, in respect of any holder, the
Corporation shall only be required to make such a cash adjustment once and for
one Purchase Warrant and no more. The amount of the cash adjustment with respect
to the Common Share shall be equal to the fraction of the Common Share to which
the holder would be entitled multiplied by the current market price of the
Common Shares as determined in good faith by the Corporation. The obligations in
this paragraph shall be required to be satisfied on the first day on which this
Purchase Warrant is exercisable in accordance with its terms.

    


    The
Corporation agrees that the Corporation will:

    


    
      	
              a.

            	
              prior
      to June 30, 2008, have authorized and reserved, and will keep available,
      solely for issuance or delivery upon the exercise of the Purchase Warrants
      represented by this Warrant Certificate, the maximum amount of shares of
      Common Shares and other securities and properties as from time to time
      shall be receivable upon the exercise of the Purchase Warrants represented
      by this Warrant Certificate, free and clear of all restrictions on sale or
      transfer, except for:

            


    

    


    
      	
               
      

            	
              i.

            	
              the
      restrictions on sale or transfer set forth in the U.S. Securities Act of
      1933, the Business Corporations Act of the Province of Alberta or any
      other statute of Canada or a province thereof, and of regulations under
      any such act or other statute, relating to warrant agreements or to the
      rights, duties and obligations of trustees, or warrant agents, and of
      corporations under warrant agreements;
and

            


    

     

    
      	
               
      

            	
              ii.

            	
              restrictions
      created by or on behalf of the holder, and free and clear of all
      preemptive rights and rights of first
refusal;

            


    

     

    
      
        	
                b.

              	
                

                  prior
      to September 30, 2008 cause the Common Shares issuable upon exercise of
      the Purchase Warrants evidenced by this Warrant Certificate to be approved
      for listing on the primary stock exchange on which the Common Shares trade
      upon notice of official
issuance;

                

              


      

    

    
       

      
        	
                c.

              	
                it
      will comply with all filing and reporting obligations required to maintain
      in good standing the listing of its Common Shares on a major stock
      exchange in either the United States or Canada, which shall include at
      least one of the New York Stock Exchange, the American Stock Exchange, the
      Nasdaq Stock Exchange or the Toronto Stock
  Exchange;

              


      

    

     

    
      
        	
                d.

              	
                use
      its best efforts to make all requisite securities and corporate filings as
      a reporting issuer under the Securities Exchange Act of 1934, as
      amended;

              


      

    

     

    
      
        	
                e.

              	
                perform and carry out
      all of the acts or things to be done by it as provided under these terms
      and conditions.

              


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                f.

              	
                

                  all
      of the Common Shares are validly authorized and, if and when the Purchase
      Warrants evidenced by this Warrant Certificate is exercised in whole or in
      part in accordance with the terms hereof, the Common Shares issued upon
      such exercise, upon receipt by the Corporation of the full exercise price
      therefor, shall be validly issued, fully paid, non-assessable, and will
      not be issued in violation of any preemptive rights or other rights of
      stockholders;

                

              


      

    

     

    
      
        	
                g.

              	
                

                  it
      will pay, when due and payable, any and all federal, provincial and state
      stamp, original issue or similar taxes which may be payable in respect of
      the issue of any Common Shares or any certificate thereof pursuant to the
      exercise of the Purchase Warrants;
and

                

              


      

    

     

    
      
        	
                h.

              	
                

                  at
      least fifteen (15) days prior to the closing date of any event which is
      intended to result in either a Qualifying Sale Event or a Terminating Sale
      Event, the Corporation shall give written notice to the holder at the
      holder's address as it shall appear on the books of the Corporation
      specifying the particulars of such
event.

                

              


      

    

     

     

    If the
Corporation at any time subdivides (by any stock split, stock dividend,
recapitalization, reorganization, reclassification or otherwise) the outstanding
Common Shares into a greater number of shares, then, after the date of record
for effecting such subdivision, the exercise price in effect immediately prior
to such subdivision will be proportionately reduced. If the Corporation at any
time combines (by reverse stock split, consolidation, recapitalization,
reorganization, reclassification or otherwise) the outstanding Common Shares
into a smaller number of shares, then, after the date of record for effecting
such combination, the exercise price in effect immediately prior to such
combination will be proportionately increased. Upon each adjustment of the
exercise price pursuant to the provisions of the Purchase Warrants, the number
of Common Shares issuable upon exercise of each Purchase Warrant shall be
adjusted by multiplying a number equal to the exercise price in effect
immediately prior to such adjustment by the number of Common Shares issuable
upon exercise of one Purchase Warrant immediately prior to
such adjustment and dividing the product so obtained by the adjusted exercise
price.

    


    In the
event of any alteration of the Common Shares, in the event of any form of
reorganization of the Corporation including any amalgamation, merger or
arrangement, or any dividend or distribution of other securities or property
(other than additional Common Shares, which are provided for in the previous
paragraph, or regularly declared cash dividends on Common Shares), or successive
transactions thereof, the holders of Purchase Warrants shall, upon exercise of
the Purchase Warrants following the occurrence of any of those events, be
entitled to receive the same number and kind of shares, securities or property
that they would have been entitled to receive had they exercised their Purchase
Warrants immediately prior to the occurrence of those events. The Corporation
covenants to take such steps as may be necessary to ensure that the issuer of
any shares of stock or other securities or property thereafter deliverable on
the exercise of the Purchase Warrants represented by this Warrant Certificate,
pursuant to any of the alterations described above, shall be responsible for all
of the agreements and obligations of the Corporation hereunder, and the
Corporation shall ensure that such issuer executes an agreement with the holder
providing that the holder has the rights thereafter to receive upon exercise of
the Purchase Warrants represented by this Warrant Certificate such shares,
securities or property. In case at any time the Corporation shall take any
action requiring an adjustment as described above, the Corporation shall mail or
furnish for delivery to a national courier service, a written notice thereof to
the holder at the holder's address as it shall appear on the books of the
Corporation, at least ten (10) days prior to the date as of which the holders of
record of the Common Shares are entitled to receive any shares, securities or
property.

    


    The
holding of the Purchase Warrants represented by this Warrant Certificate shall
not constitute the holder hereof a shareholder of the Corporation or entitle the
holder to any right or interest in respect thereof except as expressly provided
in this Warrant Certificate.

    


    The
Purchase Warrants represented by this Warrant Certificate may be transferred, on
the register kept at the principal offices of the Corporation in Houston, Texas
or such other place as designated by the Corporation, by the registered holder
hereof or its legal representatives or its attorney duly appointed by an
instrument in writing in form and execution reasonably satisfactory to the
Corporation.

    


    By
acceptance of this Warrant Certificate, the holder represents that the holder is
(i) an "Accredited Investor" (as defined in Rule 501 promulgated under the
Securities Act of 1933, as amended), and holder acknowledges that the Warrants
represented by this Warrant Certificate and the Common Shares issued upon
exercise will constitute "restricted securities" as defined under Rule 144
promulgated under the Securities Act of 1933, as amended, and may not be sold or
otherwise transferred except pursuant to an effective registration statement or
a valid exemption from registration thereunder, and (ii) acquiring the Purchase
Warrant evidenced by this Warrant Certificate as principal and not for the
benefit of any other person, and is an "accredited investor" within the meaning
of Canadian National Instrument No. 45-106.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
This
Warrant Certificate shall not be valid for any purpose whatever unless and until
it has been signed by or on behalf of the Corporation.

    


    Upon
receipt of evidence reasonably satisfactory to the Corporation of the loss,
theft, destruction or mutilation of the this Warrant Certificate, and upon
receipt of indemnity reasonably satisfactory to the Corporation, if lost, stolen
or destroyed, and upon surrender and cancellation of this Warrant Certificate,
if mutilated, the Corporation shall execute and deliver to the holder a new
Warrant Certificate of like date, tenor and denomination.

    


    This
Warrant Certificate and the Purchase Warrants represented thereby shall not be
transferable by the holder, except that (i) the holder may transfer all the
Purchase Warrants evidenced by this Warrant Certificate to a single successor,
heir or estate of the holder by operation of law and (ii) GeoStar Corporation,
as the initial holder, or its successor by operation of law, may transfer all or
a portion of the Purchase Warrants represented by initial Warrant Certificate
No. 2008-1 to no more than five affiliates or designees of GeoStar Corporation,
provided such
transferees represent to the Company in writing that they are Accredited
Investors.

    


    The
parties hereto irrevocably consent to the exclusive personal jurisdiction of the
courts of the State of Texas or federal court residing in the State of Texas in
connection with any action or proceeding arising out of or relating to the
Purchase Warrants represented by this Warrant Certificate, any document or
instrument delivered pursuant to, in connection with or simultaneously with the
Purchase Warrants represented by this Warrant Certificate, or a breach of such
Purchase Warrants or any such document or instrument. In any such action or
proceeding, each party hereto waives personal service of any summons, complaint
or other process and agrees that service thereof may be made to the respective
agents of the parties designated to receive service of process. Within thirty
(30) days after such service, or such other time as may be mutually agreed upon
in writing by the attorneys for the parties to such action or proceeding, the
party so served shall appear or answer such summons, complaint or other
process.

    


    The
resolution of any controversy or claim, whether based in contract, tort or
otherwise, arising out of or relating to this Warrant Certificate or the
Purchase Warrants represented hereby, shall be subject to, and governed by, all
of the dispute resolution provisions of Article X of that certain Final
Settlement Agreement and Comprehensive Mutual Release dated June 11, 2009 by and
among the Corporation, GeoStar Corporation and certain other parties thereto
(the "Settlement Agreement"), including the right to initiate, and obligation to
be bound by, binding arbitration under the rules of the American Arbitration
Association to the extent set forth in Article X of the Settlement Agreement.
Any such controversy or claim arising out of this Warrant Certificate or the
Purchase Warrants represented hereby shall be deemed a "Claim" within the
meaning of Article X of the Settlement Agreement. The holder of this Warrant
Certificate, by its acceptance hereof, shall be deemed to have agreed and
consented to being bound by the provisions of Article X of the Settlement
Agreement, a copy of which shall be provided to the holder by the Corporation
upon written request addressed to the principal offices of the
Corporation.

    


    No course
of dealing and no delay or omission on the part of the holder in exercising any
right or remedy shall operate as a waiver thereof or otherwise prejudice the
holder's rights, powers or remedies. No right, power or remedy conferred by the
Purchase Warrants represented by this Warrant Certificate upon the holder shall
be exclusive of any other right, power or remedy referred to herein or now or
hereafter available at law, in equity, by statute or otherwise, and all such
remedies may be exercised singly or concurrently.

    


    The
Purchase Warrants represented by this Warrant Certificate may be amended only by
a written instrument executed by the Corporation and holders of a majority of
the outstanding Purchase Warrants represented by Warrant Certificates. The
amendment shall be effective against all present and future holders when
executed. Notice of any such amendment shall be sent by the Corporation to all
registered holders of outstanding Warrant Certificates at the addresses set
forth in the books of the Corporation within ten (10) days of effecting any such
amendment.

    


    Unless
herein otherwise expressly provided, any notice to be given hereunder shall be
in writing and may be given by mail or by facsimile transmission or by personal
delivery:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	s	 	

                  if
      to the Corporation, the headquarters office of the Corporation, currently
      located at 1331 Lamar Street, Suite 1080, Houston, Texas 77002 Attn: Chief
      Financial Officer, or if by facsimile transmission to the attention of the
      Chief Financial Officer at telephone no.: 713-739-0428, or such other
      address or facsimile number as the Corporation may designate to the holder
      in writing; or

                
	 	 	 
	s	 	

                  if
      to GeoStar Corporation, as the initial holder of the Purchase Warrants,
      the headquarters office, currently located at 2480 West Campus Drive,
      Building C, Mt. Pleasant, Michigan 48858Attn: Thomas E. Robinson, or if by
      facsimile transmission to the attention of Thomas E. Robinson at telephone
      no.: 989-773-0006, or such other address or facsimile number as GeoStar
      Corporation may designate to the Corporation in
writing;

                
	 	 	 
	s	 	

                  if
      to any other holder, at the address set forth on the books of the
      Corporation for such holder;

                


        

        
and shall
be deemed to have been given at the time of delivery or on the third Business
Day after mailing or on the Business Day of the facsimile transmission. Any
delivery made or facsimile sent on a day other than a Business Day, or after
3:00 p.m. (Central time) on a Business Day, shall be deemed to be received on
the next following Business Day.

      

    

    


    For the
purposes hereof, "Business Day" means a day which is not Saturday or Sunday or a
civic or statutory holiday in Houston, Texas.

    


    Time shall
be of the essence hereof. This Warrant Certificate shall be governed by and
construed in accordance with the laws of the State of Texas without regard to
the application of conflict of law principles of Texas, and shall be treated in
all respects as a Texas contract.

    


    IN WITNESS
WHEREOF the Corporation has caused this Warrant Certificate to be signed by its
duly authorized

    officers
as of June 11, 2008.

    


    


     

    GASTAR
EXPLORATION LTD.

     

    Per:         /s/  J. RUSSELL
PORTER                                              

    J. Russell
Porter, Chief Executive Officer

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TRANSFER
OF PURCHASE WARRANTS

    


    NOTICE:
TRANSFERS OF THE PURCHASE WARRANTS EVEIDENCED BY THIS WARRANT CERTIFICATE ARE
LIMITED BY THE TERMS OF THIS WARRANT CERTIFICATE.

    


    


    FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers
to.__________________________________. Purchase Warrants of Gastar Exploration
Ltd. (the "Corporation") registered in the name of the undersigned on the
records of the Corporation represented by the Warrant Certificate attached and
irrevocably appoints the Secretary of the Corporation the attorney of the
undersigned to transfer the said securities on the books or register with full
power of substitution.

    


    If less
than all the Purchase Warrants represented by this Warrant Certificate are being
transferred, the Warrant Certificate representing those Purchase Warrants not
transferred will be registered in the name appearing on the face of this Warrant
Certificate and such certificates (please check one):

    


    (a) ______
should be sent by first class mail to the following address:

     

    
      	 	 
	 	 


    

     

    
      (b) ______
should be held for pick up at the principal office of the Corporation, at which
this Warrant Certificate is deposited.



     

    DATED the
______ day of _____________, ______

    


     

    
      	

              Signature
      Guaranteed

            	 	 	 
	 	 	

              (Signature
      of holder - with title, if
appropriate)

            


    

     

    Instructions:

    


     

    
      	
              1.

            	
              Signature
      of the holder must be the signature of the person appearing on the face of
      this Warrant Certificate.

            


    

     

    
      	
              2.

            	
              If
      the Transfer Form is signed by a trustee, executor, administrator,
      curator, guardian, attorney, officer of a corporation or any person acting
      in a judiciary or representative capacity, the certificate must be
      accompanied by evidence of authority to sign reasonably satisfactory to
      the Corporation.

            


    

     

    
      	
              3.

            	
              The
      signature on the Transfer Form must be guaranteed by an authorized officer
      of a chartered bank, trust company or an investment dealer who is a member
      of a recognized stock exchange.

            


    

     

    
      	
              4.

            	
              Purchase
      Warrants shall only be transferable in accordance with applicable
      laws.

            


    

     

    
      	
              5.

            	
              The
      Purchase Warrants and the Common Shares issuable upon exercise thereof
      have not been registered under the United States Securities Act of 1933 ,
      as amended (the "U.S. Securities Act"), or the securities laws of any
      state of the United States, and may not be transferred in the United
      States or to a U.S. Person unless the Purchase Warrants and the Common
      Shares have been registered under the U.S. Securities Act and the
      securities laws of all applicable states of the United States or an
      exemption from such registration requirements is available. In connection
      with any transfer of Purchase Warrants, the holder will be required to
      provide to the Corporation an opinion of counsel, or other evidence, in
      form reasonably satisfactory to the Corporation, to the effect that such
      transfer of Purchase Warrants does not require registration under the U.S.
      Securities Act or any applicable state laws and regulations governing the
      offer and sale of securities.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    EXERCISE
FORM

    


    TO:
GASTAR EXPLORATION LTD.

    


    
      	
              (a)

            	
              The
      undersigned hereby exercises the right to acquire Common Shares of Gastar
      Exploration Ltd.

            


    

    


    
      	
              (b)

            	
              The
      Common Shares (or other securities or property) are to be issued as
      follows:

            


    

     

    
      	Name:	 	 
	 	 	(print
    clearly)


    

     

    
    

    
       

      
        	Address in
      full: 	 
	 


      

       

    

    
Social
Insurance Number/Social Security Number/IRS Tax Identification Number:
_________________________________________

    


    Number of
Common Shares:_______________________________________________


     

    Note: If
further nominees intended, please attach (and initial) schedule giving these
particulars,

    


    
      	
              (c)

            	
              Such
      securities (please check one):

            


    

    


    ______
should be sent by first class mail to the following address:

    


    OR

    


    ______
should be held for pick up at the office of the Corporation at its principal
office at which this Warrant Certificate
is deposited.

    


    If the
number of Purchase Warrants exercised are less than the number of Purchase
Warrants represented hereby, the undersigned
requests that the new Warrant Certificate representing the balance of the
Purchase Warrants be registered
in the name of:__________________________________________________

    


    
       

      
        	Whose address
      is 	 
	 


      

    

    
 

    Such
securities (please check one):

     

    
      (a) ______
should be sent by first class mail to the following
address:


    

    OR

    


    
      	
              (b)

            	
              should
      be held for pick up at the office of the principal office of the
      Corporation at which this Warrant

            


    

    Certificate
is deposited.

    


    In the
absence of instructions to the contrary, the securities or other property will
be issued in the name of or to the holder hereof and will be sent by first class
mail to the last address of the holder appearing on the register

    maintained
for the Purchase Warrants.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    DATED this
____day of ___________, _____

    


    


    
       

      
        	

                Signature
      Guaranteed

              	 	 
	 	 	

                (Signature
      of holder)

              
	 	 	 
	 	 	 
	 	 	

                Print
      full name and title, if appropriate

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	

                Print
      full address

              
	 	 	 
	 	 	 


      

       

    

     

    Instructions:

    


    
      	
              1.

            	
              The
      registered holder may exercise its right to receive Common Shares by
      completing this form and surrendering this form and the Warrant
      Certificate representing the Purchase Warrants being exercised to the
      Corporation at its principal office. Certificates for Common Shares will
      be delivered or mailed within twenty (20) business days after the exercise
      of the Purchase Warrants.

            


    

    


    
      	
              2.

            	
              If
      the Exercise Form indicates that Common Shares are to be issued to a
      person or persons other than the registered holder of the Certificate, the
      signature of such holder of the Exercise Form must be guaranteed by an
      authorized officer of a chartered bank, trust company or an investment
      dealer who is a member of a recognized stock
  exchange.

            


    

    


    
      	
              3.

            	
              If the Exercise Form is signed by
      a trustee, executor, administrator, curator, guardian, attorney, officer
      of a corporation or any person acting in a fiduciary or representative
      capacity, the certificate must be accompanied by evidence of authority to
      sign reasonably satisfactory to the Corporation. Houston
      3651079v5