EXHIBIT 4.16
THE PURCHASE WARRANTS REPRESENTED BY THIS
CERTIFICATE WILL BE VOID AND OF NO VALUE UNLESS EXERCISED NO SOONER
THAN TWENTY-FOUR (24) MONTHS FROM THE DATE OF YOUR INVESTMENT AND
NO LATER THAN 4:30 p.m. (TORONTO TIME), THIRTY SIX (36) 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 2002, 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
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CERTIFICATE NO.
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PURCHASE WARRANTS entitling the
holder to acquire, subject to adjustment, one (1) Common Share 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, at any time and from time to time until 4:30 p.m.
(Toronto Time) (the “Time of Expiry”) on September 23,
2005 (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 September 23, 2002 at a price of
CDN$ 2.35 per share. 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 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 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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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 Warrant 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 three 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 Warrantholder 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 Warrantholder to receive a whole number
of Common Shares.
If the Warrantholder 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
Warrantholder, 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
Warrantholder would be entitled multiplied by the Current Market
Price (as defined in the PPM).
In the event of any alteration of the Common
Shares, including any subdivision, consolidation or
reclassification, and in the event of any form of reorganization of
the Corporation including any amalgamation, merger or arrangement,
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 securities that
they would have been entitled to receive had they exercised their
Purchase Warrants immediately prior to the occurrence of those
events.
The registered holder of this Warrant
Certificate may, at any time prior to the Expiry Date, upon
surrender hereof to the Corporation at its principal offices in the
city of Mt. Pleasant, exchange this Warrant Certificate for other
certificates entitling the holder to acquire, in the aggregate, the
same number of Common Shares as may be acquired under this Warrant
Certificate.
The holding of the Purchase Warrants evidenced
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 the
PPM or in this Warrant Certificate.
The PPM and other documents provide that all
holders of Purchase Warrants shall be bound
