On August 10, 2009, we entered into an underwriting agreement with BMO Capital Markets Corp., as sole underwriter, for a registered direct offering of 3.48 million units, at a price of $1.90 per unit, for proceeds of approximately $6.6 million before underwriting discounts and offering expenses. Each unit consists of one share of our common stock and a warrant to buy 0.5 common share. The warrants will be exercisable for four years, beginning six months after issuance, at $2.35 per common share. The transaction is expected to close on or about August 13, 2009, subject to customary closing conditions. The shares will be issued under the Company's existing shelf registration statement on Form S-3, as amended.
The underwriting agreement for the offering replaces our underwriting agreement with BMO Capital Markets dated August 5, 2009 for an offering of 5.4 million units on the same terms, which was not consummated. The resized offering was conducted to ensure compliance with Nasdaq listing standards and is described in a press release included as an exhibit to this report and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit
Number      Exhibit

  1.1       Underwriting agreement dated August 10, 2009 between NGAS Resources,
            Inc. and BMO Capital Markets Corp., as sole underwriter.

  1.2       Letter agreement dated August 10, 2009 between NGAS Resources, Inc.
            and BMO Capital Markets Corp. terminating the underwriting agreement
            dated August 5, 2009 between NGAS Resources, Inc. and BMO Capital
            Markets Corp.

  5.1       Legality opinion of Stahl & Zelmanovitz.

 23.1       Consent of Stahl & Zelmanovitz. (included in Exhibit 5.1).

 99.1       Press Release.