August 12, 2009 (FinancialWire) — NGAS Resources, Inc. (NASDAQ: NGAS) has replaced its previously reported offering of 5.4 million units with a new registered direct public offering of 3.48 million units at the same offering price of $1.90 per unit.

The resized offering was conducted by the company and its underwriter to ensure compliance with NASDAQ listing standards. The other terms of the transaction are unchanged from the previously reported offering. The company’s proceeds will be approximately $6.6 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, for a total of 1.74 million warrants. The warrants will be exercisable for four years, beginning six months after issuance, at an exercise price of $2.35 per common share. The transaction is expected to close on or about August 13, 2009, subject to customary closing conditions.

BMO Capital Markets Corp. is acting as sole underwriter for this offering.

The units will be issued pursuant to the company’s existing shelf registration statement on form S-3. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in this offering. No sale of these units may be made in any jurisdiction in which the offer, solicitation or sale would be unlawful under the securities laws of that jurisdiction. The offering of units may be made only by means of a prospectus supplement.

Copies of the final prospectus supplement and accompanying base prospectus relating to the offering, when available, may be obtained from the United States Securities and Exchange Commission’s website at http://www.sec.gov, or from BMO Capital Markets Corp., Attn: Prospectus Delivery Department, 3 Times Square, New York, New York 10036; Telephone:  702-1969.

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