8-K

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): September 3, 2013 (August 29, 2013)

GASTAR EXPLORATION LTD.

GASTAR EXPLORATION USA, INC.

(Exact Name of Registrant as Specified in its Charter)

Alberta, Canada	001-32714	98-0570897
Delaware	001-35211	38-3531640
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
1331 Lamar Street, Suite 650
Houston, Texas		77010
(Address of principal executive offices)		(ZIP Code)

(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))

SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement

Fifth Cubic Amendment

As previously announced, on April 19, 2013, Gastar Exploration Texas, LP (“Gastar Texas”) and Gastar Exploration USA, Inc. (“Gastar USA”), a subsidiary of Gastar Exploration Ltd. (the “Company”), entered into a Purchase and Sale Agreement, by and among Gastar Texas, Gastar USA and Cubic Energy, Inc. (the “Cubic Purchase and Sale Agreement), pursuant to which Cubic Energy, Inc. (“Cubic”) will acquire from Gastar Texas certain leasehold interests in the Hilltop Area of East Texas, including production from interests in producing wells, for a cash purchase price of approximately $46.0 million, subject to adjustment for an accounting effective date of January 1, 2013 and other customary adjustments. On June 11, 2013, the parties to the Cubic Purchase and Sale Agreement entered into the First Amendment of Purchase and Sale Agreement in order to extend the closing date and termination date and the adjust the purchase price to reflect the exclusion of certain assets. On June 27, 2013, the parties further amended the Cubic Purchase and Sale Agreement by entering into the Second Amendment of Purchase and Sale Agreement, dated June 27, 2013, but effective as of June 5, 2013, in order to extend the closing date. On July 11, 2013, the parties further amended the Cubic Purchase and Sale Agreement by entering into the Third Amendment of Purchase and Sale Agreement (the “Third Cubic Amendment”), dated July 11, 2013, in order to further extend the closing date. Pursuant to the Third Amendment, in the event the closing of the transaction does not occur, the $2.3 million deposit previously paid by Cubic will automatically become the property of Gastar Texas. Additionally, although certain assets will be excluded from the sale, the Third Amendment eliminates the purchase price adjustment provided for in the First Amendment of Purchase and Sale Agreement for certain excluded assets. On July 31, 2013, the parties further amended the Cubic Purchase and Sale Agreement by entering into the Fourth Amendment of Purchase and Sale Agreement (the “Fourth Cubic Amendment”), dated July 31, 2013, in order to further extend the closing date to August 16, 2013, with an option to extend closing to August 30, 2013. Pursuant to the Fourth Cubic Amendment, Cubic paid an additional non-refundable deposit of $1.15 million bringing the total non-refundable deposit paid to Gastar to $3.45 million. On August 19, 2013, Cubic exercised its option to further extend the closing of the properties to August 30, 2013 and paid an additional $1.15 million non-refundable deposit, bringing the total non-refundable deposit paid to Gastar to $4.6 million. Upon closing, the total deposit paid will be applied toward the purchase price. On August 29, 2013, the parties further amended the Cubic Purchase and Sale Agreement by entering into the Fifth Amendment of Purchase and Sale Agreement, dated August 29, 2013, in order to further extend the closing date to September 20, 2013 and increase the purchase price from $46.0 million to $47.0 million.

A copy of the Fifth Cubic Amendment is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference and is hereby filed. The descriptions of the Fourth Cubic Amendment in this Current Report is a summary and is qualified in its entirety by reference to the complete text of such agreement.

SECTION 7 – REGULATION FD

Item 7.01 Regulation FD Disclosure

On August 30, 2013, the Company announced that the closing of the previously announced sale of the Company's East Texas properties to Cubic has been extended to September 20, 2013 and the purchase price increased to $47.0 million from $46.0 million. A copy of the Company's press release, dated August 30, 2013, is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

On September 3, 2013, the Company announced that Gastar USA, a wholly-owned subsidiary of the Company, has declared a monthly cash dividend on its 8.625% Series A Preferred Stock for September 2013. A copy of the Company's press release, dated September 3, 2013, is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information presented herein under Item 7.01 and set forth in the attached Exhibits 99.1 and 99.2 are deemed to be “furnished” solely pursuant to Item 7.01 of this report and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information or the exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following is a list of exhibits furnished as part of this Form 8-K:

Exhibit No.    Description of Document    

2.1 Fifth Amendment of Purchase and Sale Agreement, dated as of August 29, 2013, by and among Gastar Exploration Texas, LP, Gastar Exploration USA, Inc. and Cubic Energy, Inc.

99.1 Press release dated August 30, 2013.

99.2 Press release dated September 3, 2013.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 3, 2013	GASTAR EXPLORATION LTD.
	By:	/s/ J. Russell Porter
		J. Russell Porter
		President and Chief Executive Officer
	GASTAR EXPLORATION USA, INC.
	By:	/s/ J. Russell Porter
		J. Russell Porter
		President

EXHIBIT INDEX

Exhibit No.    Description of Document    

2.1 Fifth Amendment of Purchase and Sale Agreement, dated as of August 29, 2013, by and among Gastar Exploration Texas, LP, Gastar Exploration USA, Inc. and Cubic Energy, Inc.

99.1 Press release dated August 30, 2013.

99.2 Press release dated September 3, 2013.

EX-2.1

FIFTH AMENDMENT OF PURCHASE AND SALE AGREEMENT

This Fifth Amendment of Purchase and Sale Agreement (the “Amendment”) dated August 29, 2013, is made by and among Gastar Exploration Texas, LP (“Seller”), Gastar Exploration USA, Inc. (“Seller Guarantor”) and Cubic Energy, Inc. (“Buyer”). Buyer and Seller are sometimes referred to herein, collectively, as the “Parties” and, individually, as a “Party”.

WHEREAS,the Parties and Seller Guarantor executed a Purchase and Sale Agreement (the “Original PSA”) on April 19, 2013; and

WHEREAS, the Parties and Seller Guarantor amended the Original PSA through (i) that certain First Amendment of Purchase and Sale Agreement dated June 11, 2013 (the “First Amendment”), (ii) that certain Second Amendment of Purchase and Sale Agreement dated June 27, 2013 (the “Second Amendment”), that certain Third Amendment of Purchase and Sale Agreement dated July 11, 2013 (the “Third Amendment”), and that certain Fourth Amendment of Purchase and Sale Agreement dated July 31, 2013 (the “Fourth Amendment”) (the Original PSA as amended by the First Amendment, the Second Amendment, the Third Amendment, and the Fourth Amendment is hereinafter referred to as the “PSA”). Capitalized terms used but not defined herein shall have the meanings given such terms in the PSA. All references to “Section” are references to sections in the PSA.

WHEREAS, the undersigned desire to further amend the PSA as provided herein by executing this Amendment.

NOW, THEREFORE, for and in consideration of the mutual promises contained in this Amendment, the benefits to be derived by each party hereto, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties and Seller Guarantor agree as follows.

1. PSA Amendment.

(a) Section 3.01 of the PSA is hereby amended by deleting the words, “Forty-Six Million Dollars ($46,000,000.00)” and replacing such words with “Forty-Seven Million Dollars ($47,000,000.00)”.

(b) Section 3.02(a) of the PSA is hereby amended by deleting the section in its entirety and replacing it with the following language:

Prior to the execution of this Agreement, Buyer deposited by wire transfer in same day funds with Seller the sum of Two Million Three Hundred Thousand Dollars ($2,300,000.00) (the “Initial Deposit”). Before end of business on July 31, 2013, Buyer deposited by wire transfer in same day funds with Seller the sum of One Million One Hundred Fifty Thousand Dollars ($1,150,000.00) (the “Additional Deposit”). Before end of business on August 16, 2013, Buyer deposited by wire transfer in same day funds with Seller the sum of One Million One Hundred Fifty Thousand Dollars ($1,150,000.00) (the “Extension Deposit”, together with the Initial Deposit and the Additional Deposit, the “Deposit”). If Closing occurs, the Deposit shall be applied toward the Purchase Price at the Closing.

US 2063638v.1

(c) Section 9.01 of the PSA is hereby amended by deleting the words, “August 16, 2013; with an additional option to extend to August 30, 2013” and replacing such words with “September 20, 2013”.

(d) Section 11.01(b) of the PSA is hereby amended by deleting the words, “August 16, 2013, to be extended to August 30, 2013 pursuant to the Seller Elected Option.” and replacing such words with “September 20, 2013”.

2. Confirmation. Except as otherwise provided herein, the provisions of the PSA shall remain in full force and effect in accordance with their respective terms following the execution of this Amendment.

3. Amendment. This Amendment may be amended only by an instrument in writing executed by all Parties.

4. Entire Agreement. This Amendment, the PSA, the Confidentiality Agreement, and the documents to be executed pursuant hereto and thereto, and the exhibits and schedules attached hereto and thereto, constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties pertaining to the subject matter hereof. No supplement, amendment, alteration, modification, waiver or termination of this Amendment or the PSA shall be binding unless executed in writing by the Parties and specifically referencing this Amendment and the PSA as being supplemented, amended, altered, modified, waived or terminated.

5. Miscellaneous: Capitalized terms used, but not defined herein, shall have the meanings given to those terms in the PSA. As amended above, the PSA shall continue in full force and effect. Sections 14.07 (No Third Party Beneficiaries), 14.08 (Assignment), 14.09 (Governing Law), 14.10 (Notices), 14.11 (Severability), 14.12 (Counterparts) of the PSA shall apply to this Amendment as if set forth in full in this Amendment, mutatis mutandis.

Signature Page Follows

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

GASTAR EXPLORATION TEXAS, LP

By: GASTAR EXPLORATION TEXAS LLC

By: GASTAR EXPLORATION USA, INC.

By: /s/ Henry J. Hansen                

Name:    Henry J. Hansen

Title:    Vice President, Land

CUBIC ENERGY, INC.

By: /s/Calvin A. Wallen, III            

Name:    Calvin A. Wallen, III

Title:    President

GASTAR EXPLORATION USA, INC.

(solely for the purpose of acknowledging this Amendment)

By: /s/ Henry J. Hansen                

Name:    Henry J. Hansen

Title:    Vice President, Land

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EX-99.1

Exhibit 99.1

For Immediate Release NEWS RELEASE Contacts: Gastar Exploration Ltd. J. Russell Porter, Chief Executive Officer 713-739-1800 / rporter@gastar.com Investor Relations Counsel:
Lisa Elliott / Anne Pearson
Dennard▪Lascar Associates: 713-529-6600
lelliott@DennardLascar.com/apearson@DennardLascar.com

Gastar Exploration Announces Increase in Purchase Price and Additional Extension of Closing on East Texas Property Sale

HOUSTON, August 30, 2013 - Gastar Exploration Ltd. (NYSE MKT: GST) (“Gastar”) announced today that it has agreed to provide Cubic Energy an additional extension until September 20, 2013 on the closing of the previously announced sale of Gastar's East Texas properties. In a separate release, Cubic Energy announced its financing plans for funding the acquisition of Gastar's working interest in the East Texas properties. As compensation for the extension, Cubic Energy has agreed to pay Gastar an additional $1.0 million at closing, bringing the total transaction value to $47.0 million before closing adjustments.

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 hasentered 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 borrowing base redeterminations by our banks, adverse drilling results, production declines and declines in natural gas and oil prices; risks relating to unexpected adverse developments in the status of properties; risks relating to the absence or delay in receipt of government approvals or fourth party consents; and other risks described in Gastar's Annual Report on Form 10-K and other filings with the 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.

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EX-99.2

Exhibit 99.3

For Immediate Release NEWS RELEASE Contacts: Gastar Exploration Ltd. J. Russell Porter, Chief Executive Officer 713-739-1800 / rporter@gastar.com Investor Relations Counsel:
Lisa Elliott / Anne Pearson
Dennard▪Lascar Associates: 713-529-6600
lelliott@DennardLascar.com/apearson@DennardLascar.com

Gastar Exploration Ltd. Declares Monthly Cash Dividend on

8.625% Series A Preferred Stock of Gastar Exploration USA, Inc.

HOUSTON, September 3, 2013 - Gastar Exploration Ltd. (NYSE MKT: GST) (“Gastar”) announced today that Gastar Exploration USA, Inc., the wholly-owned subsidiary of Gastar, has declared a monthly cash dividend on its 8.625% Series A Preferred Stock (“Series A Preferred Stock”) for September 2013.

The dividend on the Series A Preferred Stock is payable on September 30, 2013 to holders of record at the close of business on September 13, 2013. The September 2013 dividend payment will be an annualized 8.625% per share, which is equivalent to $0.179688 per share, based on the $25.00 per share liquidation preference of the Series A Preferred Stock. The Series A Preferred Stock is currently listed on the NYSE MKT and trades under the ticker symbol “GST.PRA.”

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 hasentered 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 borrowing base redeterminations by our banks, adverse drilling results, production declines and declines in natural gas and oil prices; risks relating to unexpected adverse developments in the status of properties; risks relating to the absence or delay in receipt of government approvals or fourth party consents; and other risks described in Gastar's Annual Report on Form 10-K and other filings with the 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.

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