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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):
April 4, 2007 (March 29, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On April 4, 2007, Gastar Exploration Ltd. (the "Company") reported that on
March 29, 2007, it had received a warning letter from the American Stock
Exchange (the "AMEX") that it was in non-compliance with Section 121(B)(2)(a) of
the Amex Company Guide requiring that at least three independent directors serve
on the Company's audit committee. The Company had only two independent directors
serving on the committee due to the decision of a former director not to stand
for reelection at the Company's 2006 Annual Meeting of Shareholders. Until the
vacancy is filled, the Audit Committee consists of two independent directors,
one of whom is designated as its "financial expert". To satisfy these
requirements, the Company notified the AMEX of its intent, as soon as reasonably
possible, to fill the vacant Audit Committee position with an individual who
satisfies the independence standards, and that a search firm was engaged to
assist in that effort. As described below under Item 5.02 of this report, the
Board of Directors of the Company has appointed a new director who will satisfy
the independence requirements of the AMEX and Rule 10A-3 of the Securities and
Exchange Commission and will serve on the Audit Committee, which will bring the
Company into compliance with the AMEX Audit Committee membership requirement.
Commencing on or about March 30, 2007 until the Company is officially notified
that it has regained compliance with the AMEX requirement, the Company's common
shares will trade under the symbol "GST.BC".
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
The Company announced that on March 30, 2007 the Board of Directors had
appointed John M. Selser Sr. as a member of the Board of Directors and member of
the Audit Committee, thus bringing the Company in compliance with the AMEX's
audit committee requirements. Mr. Selser will stand for election to the Board of
Directors at the Annual Meeting of Shareholders to be held June 1, 2007. Mr.
Selser is a partner of Maple Leaf Partners, a Baton Rouge, Louisiana based
energy focused hedge fund and has over 20 years of industry experience. He holds
a Bachelor of Science in both Civil Engineering and Petroleum Engineering from
Louisiana State University, Baton Rouge, Louisiana, and a Masters of Business
Administration from Tulane University, New Orleans, Louisiana.
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: April 4, 2007 /s/ J. RUSSELL PORTER
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J. Russell Porter
Chairman, President and Chief
Executive Officer