Bank Fees Gst

Gastar Exploration USA, Inc. Prices Private Placement of $200 Million of 8.625% Senior Secured Notes Due 2018.

HOUSTON, May 10, 2013 /PRNewswire/ — Gastar Exploration USA
(“Gastar USA”), a subsidiary of Gastar Exploration Ltd. (
NYSE

 
MKT

MKT M.K.Thyagaraja Bhagavathar
:
GST

abbr.
Greenwich sidereal time


 (in Australia, New Zealand, and Canada) Goods and Services Tax
)(“Gastar”) announced today the private placement of
$200 million aggregate principal amount of senior secured notes due 2018
(the “Notes”). The 8.625% Notes were priced at par. The sale
of the Notes is expected to close on May 15, 2013, subject to customary
closing conditions.

Gastar USA intends to use the
net proceeds

 from the offering of the
Notes to (i) finance the purchase price for its separately announced
pending acquisition of Mid-Continent assets from
Chesapeake Energy

 Corporation (“Chesapeake”), repurchase 6,781,768 shares of
Gastar’s common stock held by Chesapeake and settle all current

litigation

 with Chesapeake, (ii) repay in full outstanding borrowings
under its existing
revolving credit

 facility and (iii) for general
corporate purposes. Net proceeds will be held in escrow pending the
closing of the transactions with Chesapeake.

The notes will not be registered under the Securities Act of 1933,
as amended (the “Securities Act”), or the securities laws of
any state and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements under the Securities Act and applicable state securities
laws or blue sky laws and foreign securities laws.

The notes and the related guarantees will be offered only to
qualified institutional buyers under
Rule 144A

 under the Securities Act
and to persons outside the United States under Regulation S under the
Securities Act.

This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, any securities, nor shall there be any
sale of these securities in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under
the securities laws of any such state. Any offers of the notes and the
related guarantees will be made only by means of a private offering
circular.

About Gastar Exploration

Gastar Exploration Ltd. is an independent energy company engaged in
the exploration, development and production of oil, natural gas,
condensate and natural gas liquids in the United States. Gastar’s
principal business activities include the identification, acquisition,
and subsequent exploration and development of oil and natural gas
properties with an emphasis on unconventional reserves such as shale
resource plays. Gastar is currently pursuing the development of
liquids-rich natural gas in the Marcellus Shale in West Virginia and is
also in the early stages of exploring and developing the Hunton
Limestone horizontal oil play in Oklahoma. Gastar also holds producing
natural gas acreage in the deep Bossier play in the Hilltop area of East
Texas, but has entered into a definitive agreement to sell its East
Texas assets. For more information, visit Gastar’s website at
www.gastar.com.

Safe Harbor

 Statement and Disclaimer This news release includes
“forward looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward looking statements
give our current expectations, opinion, belief or forecasts of future
events and performance. A statement identified by the use of forward
looking words including “may,” “expects,”
“projects,” “anticipates,” “plans,”
“believes,” “estimate,” “will,”
“should,” and certain of the other foregoing statements may be
deemed forward-looking statements. Although Gastar believes that the
expectations reflected in such forward-looking statements are
reasonable, these statements involve risks and uncertainties that may
cause actual future activities and results to be materially different
from those suggested or described in this news release. These include
risks inherent in natural gas and oil drilling and production
activities, including risks of fire, explosion, blowouts, pipe failure,
casing collapse, unusual or unexpected formation pressures,
environmental hazards, and other operating and production risks, which
may temporarily or permanently reduce production or cause initial
production or test results to not be indicative of future well
performance or delay the timing of sales or completion of drilling
operations; delays in receipt of drilling permits; risks with respect to
natural gas and oil prices, a material decline in which could cause
Gastar to delay or suspend planned drilling operations or reduce
production levels; risks relating to the availability of capital to fund
drilling operations that can be adversely affected by adverse drilling
results, production declines and declines in natural gas and oil prices;
risks relating to unexpected adverse developments in the status of
properties; borrowing base redeterminations by our banks; risks relating
to the absence or delay in receipt of government approvals or fourth
party consents; risks relating to our purchase of assets from Chesapeake
Energy, including the risk of being exposed to unknown contingencies or
liabilities that could cause Gastar to not realize the expected benefits
of the transaction and the risk that we may be required to fund the
transaction by borrowing under our revolving credit facility; risks
relating to the divestiture of our East Texas assets, including the risk
that the transaction will not be completed or will be completed under
different terms; and other risks described in Gastar’s Annual
Report on Form 10-K and other filings with the U.S. Securities and
Exchange Commission (“SEC”), available at the SEC’s
website at www.sec.gov. Our actual sales production rates can vary
considerably from tested initial production rates depending upon
completion and production techniques and our primary areas of operations
are subject to natural steep decline rates. By issuing forward looking
statements based on current expectations, opinions, views or beliefs,
Gastar has no obligation and, except as required by law, is not
undertaking any obligation, to update or revise these statements or
provide any other information relating to such statements.

SOURCE Gastar Exploration Ltd.