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Gastar Exploration USA Announces Proposed Private Placement of $200 Million of Senior Secured Notes Due 2018.

HOUSTON, May 7, 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
)(the “Parent”) announced today that it intends to
offer, subject to market and other conditions, $200 million aggregate
principal amount of senior secured notes due 2018 in a private placement
to eligible purchasers (the “Offering”). Gastar USA intends to
use the
net proceeds

 from the Offering 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 the Parent’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.

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 company engaged in the
exploration, development and production of natural gas and oil in the
United States. Gastar’s principal business activities include the
identification, acquisition, and subsequent exploration and development
of natural gas and oil 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 the
Appalachia area of West Virginia and, to a lesser extent, central and
southwestern Pennsylvania. Gastar also holds prospective acreage in the
deep Bossier play in the Hilltop area of East Texas and in the
Mid-Continent area of the United States. 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.

Company Contact: Gastar Exploration Ltd. Michael Gerlich, Vice
President and
CFO

 713-739-1800 / mgerlich@gastar.com
Investor Relations

 Counsel: Lisa Elliott / lelliott@DennardLascar.com Anne Pearson /
apearson@DennardLascar.com Dennard-Lascar Associates: 713-529-6600

SOURCE Gastar Exploration Ltd.