Item 1.01 Entry into a Material Definitive Agreement
On August 5, 2009, we entered into an underwriting agreement with BMO Capital Markets Corp., as sole underwriter, for a registered direct public the offering of 5.4 million units, at a price of $1.90 per unit, for proceeds of approximately $10.3 million before underwriting discounts and offering expenses. Each unit consists of one share of the company's common stock and a warrant to buy 0.5 share of common stock. 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 11, 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 offering 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 5, 2009 between NGAS Resources, Inc. and BMO Capital Markets Corp., as sole underwriter. 5.1 Legality opinion of Stahl & Zelmanovitz. 23.1 Consent of Stahl & Zelmanovitz. (included in Exhibit 5.1). 99.1 Press Release.

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