Genoil Inc.

Genoil Inc.

January 04, 2005 06:00 ET

Genoil Announces US$4.6 Million Equity Financing


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: GENOIL INC.

TSX VENTURE SYMBOL: GNO
OTC Bulletin Board SYMBOL: GNOLF.OB

JANUARY 4, 2005 - 06:00 ET

Genoil Announces US$4.6 Million Equity Financing

CALGARY, ALBERTA--(CCNMatthews - Jan. 4, 2005) - Genoil (TSX
VENTURE:GNO)(OTCBB:GNOLF.OB) is pleased to announce a U.S. $4.6 million
(Cdn. $5.6 million) private placement primarily funded by a major US
financial institution. David K. Lifschultz, the Chairman and CEO of
Genoil, will be participating in the issue as well. The proceeds of the
placement will support the construction of the first commercial GHU
(Genoil Hydroconversion Upgrader) for the Silver Eagle Refinery in Utah,
in addition to general expenses. The multi-billion dollar financial
institution with significant expertise in energy investments has the
wherewithal to finance future major projects of Genoil either by itself
or with correspondent institutions, although no such agreements have
been made in respect of any future financings. As well as providing a
dramatic improvement in Genoil's balance sheet, Genoil expects the
transaction to provide significant benefit to Genoil's growing
international sales program.

The issue is being placed as a 10-year convertible debenture that will
have a 0% (zero %) interest rate. The conversion price of the debenture
is Cdn $0.44 per share. According to the terms of the agreement, Genoil
can force conversion if Genoil common shares trade over $1.55 per share
for a pre-defined period. The participants in the private placement will
additionally receive 3.2 million warrants (1/4 warrant for each common
share purchasable under the convertible debenture). The warrants will be
exercisable at $0.85 per share, and will expire December 23, 2009. The
conversion and exercise prices are subject to adjustment for certain
changes to Genoil's share capital and in the event of specified dilutive
transactions.

Genoil is a technology development company providing solutions to the
oil and gas industry through the use of proprietary technologies.
Genoil's shares are listed on the TSX Venture Exchange under the symbol
GNO and on the OTC Bulletin Board under the symbol GNOLF.OB.

Statements included in this release may constitute forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements involve a number of risks and
uncertainties such as competitive factors, technological development,
market demand, and the company's
ability to obtain new contracts and accurately estimate net revenues due
to variability in size, scope and duration of projects, and internal
issues in the sponsoring client. Further information on potential risk
factors that could affect the company's financial results can be found
in the company's Reports
filed with the Securities and Exchange Commission.

ADVISORY: The TSX Venture Exchange has neither approved nor disapproved
of the information contained herein. Certain information regarding the
company, including management's assessment of future plans and
operations, may constitute forward-looking statements under applicable
securities law and necessarily involve risks associated with oil and gas
exploration, production, marketing and transportation such as loss of
market, volatility of prices, currency fluctuations, imprecision of
reserve estimates, environmental risks, competition from other producers
and ability to access sufficient capital from internal and external
sources; as a consequence, actual results may differ materially from
those anticipated. The company assumes no obligation to update the
forward-looking statements or to update the reasons why actual results
could differ from those contemplated by the forward-looking statements

-30-

Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    Genoil Inc.
    David K. Lifschultz
    Chairman and CEO
    (914) 834-3142