Genoil Inc.
TSX VENTURE : GNO
OTC Bulletin Board : GNOLF

Genoil Inc.

September 14, 2011 16:19 ET

Genoil Inc. Announces Closing of Shares for Debt Transaction

CALGARY, ALBERTA--(Marketwire - Sept. 14, 2011) - Genoil (TSX VENTURE:GNO)(OTCBB:GNOLF) has completed two shares for debt transactions to satisfy amounts outstanding to certain lenders (the "Creditors") of the Corporation. The common shares and common share purchase warrants ("Creditor Warrants") were issued pursuant to debt cancellation agreements between the Corporation and the Creditors, whereby each of the Creditors agreed to forgive and cancel debts currently owing to such Creditor by the Corporation.

The first transaction had a total debt owing to the Creditors which has been cancelled in an aggregate amount of $149,543, which amounts have been cancelled in exchange for issuance of an aggregate of 747,714 common shares. The common shares issued to the Creditors are subject to a four-month hold period.

The second transaction had a total debt owing to the Creditors which has been cancelled in an aggregate amount of $706,708, which amounts have been cancelled in exchange for issuance of an aggregate of 7,067,082 common shares and 3,000,000 Creditor Warrants. The Creditor Warrants are exercisable until 24 months following their issue date at a price of $0.11. The common shares and Creditor Warrants issued to the Creditors are subject to a four-month hold period in Canada.

The securities to be issued by the Corporation have not and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or the securities laws of any state of the United States, and may not be offered or sold in the United States absent registration or an applicable exemption therefrom under the 1933 Act and the securities laws of all applicable states.

In addition Genoil Inc. also agrees to file another shares for debt application with the TSX Venture Exchange to satisfy amounts outstanding to creditors, (the "Creditors"). These shares are being issued pursuant to debt cancellation agreement between Genoil and the Creditors (the "Agreement"), whereby the Creditors have agreed to forgive and cancel all debts currently owing to them by the Corporation, being U.S. $156,012 in exchange for common shares of the Corporation. The shares to be issued in satisfaction of this debt will be based on a price per share of C$0.115. This transaction is conditional upon the receipt of all necessary regulatory and stock exchange approvals.

The terms of the Agreement and the payment of this debt to the Creditors were approved by the Board of Directors of the Corporation.

Genoil is an international engineering technology development company based in Alberta, Canada, that develops innovative hydrocarbon, oil and water separation, and marine technologies for the oil and gas and commercial marine industries. Genoil's shares are listed on the TSX Venture Exchange under the symbol GNO, as well as on the OTC Bulletin Board under GNOLF.OB.

ADVISORY: Certain information regarding the Corporation, including management's assessment of future plans, operations or financing alternatives may constitute forward-looking statements under applicable securities law and necessarily involve risks associated with an oil and gas technology development corporation, including competition from other technologies and the ability to access sufficient capital from internal and external sources. As a consequence, actual results may differ materially from those anticipated. The Corporation 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. Additionally, 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, ability to secure financing acceptable to the Corporation and the Corporation's ability to obtain new contracts and accurately estimate net revenues due to the variability in size, scope and duration of projects, and internal issues. Further information on potential risk factors that could affect the company's financial results can be found in the company's disclosure materials filed on SEDAR at www.sedar.com and with the Securities Exchange Commission.

The TSX Venture Exchange has neither approved nor disapproved of the information contained herein.

Contact Information

  • Genoil Inc.
    David Lifschultz
    Chairman and CEO
    (212) 688-8868 or (914) 393-5800
    www.genoil.ca