Notice of Termination of Underwriting Agreement between NGAS Resources, Inc. and BMO Capital Markets Corp.

Summary

NGAS Resources, Inc. and BMO Capital Markets Corp. have mutually agreed to terminate their Underwriting Agreement, originally dated August 5, 2009, effective immediately. However, certain provisions of the original agreement (Sections 4(k), 4(l), and 6) will remain in effect after termination. This notice is signed by authorized representatives of both parties, confirming their acceptance of the termination and the continued applicability of the specified sections.

EX-1.2 3 l37332exv1w2.htm EX-1.2 EX-1.2

Exhibit 1.2

August 10, 2009

NGAS Resources, Inc.
120 Prosperous Place
Suite 201
Lexington, Kentucky 40509

Attn: William S. Daugherty


Re:		Notice of Termination of Underwriting Agreement

Gentlemen:

Reference is made to that certain Underwriting Agreement dated as of August 5, 2009 (the “Underwriting Agreement”) by and between NGAS Resources, Inc., a corporation organized under the laws of the Province of British Columbia (the “Company”) and BMO Capital Markets Corp., a Delaware corporation (the “Underwriter”). The Underwriter and you hereby agree to terminate the Underwriting Agreement effective immediately; provided, however that the provisions of Sections 4(k), 4(l) and 6 of the Underwriting Agreement shall at all times be effective and shall survive such termination.

Very truly yours,


BMO Capital Markets Corp.
By:		/s/ Philip C. Marchal
		Philip C. Marchal,
		Managing Director

Accepted and agreed to as of the date first above written:


NGAS RESOURCES, INC.
By:		/s/ William S. Daugherty
		William S. Daugherty,
		President and Chief Executive Officer