Exhibit 4.15
Form of
Warrant
Attached to 10% Subordinated Note
THE PURCHASE WARRANTS REPRESENTED BY THIS
CERTIFICATE WILL BE VOID AND OF NO VALUE UNLESS EXERCISED NO SOONER
THAN NINETY (90) DAYS AFTER THE CLOSING DATE OF YOUR INVESTMENT AND
NO LATER THAN 4:30 p.m. (TORONTO TIME) SIXTY (60) MONTHS FROM THE
DATE OF YOUR INVESTMENT.
EXCEPT AS OTHERWISE PROVIDED HEREIN, NO SALE,
TRANSFER, PLEDGE OR OTHER DISPOSITION OF THIS WARRANT OR THE SHARES
PURCHASABLE HEREUNDER SHALL BE MADE EXCEPT PURSUANT TO REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AN EXEMPTION
THEREFROM, OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE
ISSUER THAT REGISTRATION IS NOT REQUIRED. TRANSFER OF THIS WARRANT
IS ALSO SUBJECT TO AN AGREEMENT DATED APRIL 2004, A COPY OF WHICH
IS AVAILABLE FROM THE ISSUER.
WARRANT
CERTIFICATE
GASTAR EXPLORATION
LTD.
(A Corporation subsisting under the laws of the
Province of Alberta)
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WARRANT
CERTIFICATE NO.
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PURCHASE WARRANTS
entitling
the holder to acquire, subject to
adjustment,
Common Shares for each
Purchase Warrant represented
hereby.
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THIS IS TO CERTIFY THAT
(hereinafter referred to as the “holder”) is the
registered holder of that number of Purchase Warrants to acquire
Common Shares (as hereinafter defined) of Gastar Exploration Ltd.
(the “Corporation”) as set forth in this 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, beginning ninety (90) days after the closing date of
the investment and at any time from time to time until 4:30 p.m.
(Toronto Time) (the “Time of Expiry”) on
, 2009 (the “Expiry Date”),
fully paid and non-assessable common shares (“Common
Shares”) of the Corporation, without nominal or par value, as
such shares were constituted on
, 2004 at a price of US$
per share, as further determined in the private placement
memorandum.
The Purchase Warrants may, at the holder’s
option, be exercised on a cashless basis (“Cashless
Basis”) whereby the Corporation retains the number of Common
Shares which, when multiplied by the last closing trading price and
applicable Warrant Strike Price Premium (as defined in the private
placement memorandum) on the date the Exercise Form is delivered to
the Corporation, equals the aggregate exercise price for all of the
Common Shares then exercised. The Corporation shall have the final
determination of the closing price of the market upon which the
Common Shares trade, the applicable Warrant Strike Price Premium
and the number of Common Shares retained by the
Corporation.
The right to acquire Common Shares hereunder may
only be exercised by the holder within the time set forth above
by:
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a.
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duly completing
and executing the Exercise Form attached hereto;
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1
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b.
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surrendering
this Warrant Certificate to the head office of the Corporation;
and
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c.
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unless
exercising the Purchase Warrants on a Cashless Basis, remitting
cash, certified cheque, bank draft or money order in lawful money
of the United States, payable to or to the order of the Corporation
at par where this Warrant Certificate is so surrendered, for the
aggregate purchase price of the Common Shares so subscribed
for.
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These Purchase Warrants 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.
Upon surrender of these Purchase Warrants, 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 (except as provided in the PPM hereinafter
referred to) to be the holder or holders of record of such Common
Shares and the Corporation has covenanted that it will (subject to
the provisions of the PPM) cause a certificate or certificates
representing such Common Shares to be delivered or mailed to the
person or persons at the address or addresses specified in the
Exercise Form within 30 Business Days.
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 Warrant 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 Warrant holder to receive a whole number
of Common Shares.
If the Warrant 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 Warrant
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 fra
