Genoil Inc.
OTC Bulletin Board : GNOLF

Genoil Inc.

February 14, 2011 06:07 ET

Genoil Inc. Announces Completion of Acquisition of 100% of the Issued and Oustanding Shares of Two Hills Environmental Inc. & Recent Capital Infusion

TWO HILLS, ALBERTA and CALGARY, ALBERTA--(Marketwire - Feb. 14, 2011) - Genoil Inc. (the "Corporation") (TSX VENTURE:GNO)(OTCBB:GNOLF) announces it has completed the acquisition of 100% of the issued and outstanding common shares of Two Hills Environmental Inc. ("Two Hills") which was press released previously. The corporation is now exploring all its options regarding this site for future development including upgrading, waste disposal, and natural gas storage. This acquisition conveys to Genoil surface title to 147 acres of land, together with certain subsurface mineral rights contained within 2,500 adjacent acres.

The Corporation paid consideration of stock and cash consisting of a cash deposit of $100,000, issued 2,500,000 restricted shares together with 250,000 warrants of Genoil to the former shareholder of Two Hills. Genoil also issued 2,500,000 restricted common shares of Genoil to a debtor and litigant against Two Hills.

In conjunction with the closing of this transaction, Thomas F. Bugg, President of Genoil, acquired from the Two Hills debtor 1,000,000 restricted common shares of the Corporation, at a deemed price of $0.295 per common share. An associate of Mr. Bugg bought the remaining 1,500,000 restricted shares.

Two Hills was initially formed to enter into the oilfield waste disposal industry by capitalizing on its current undeveloped asset base. This asset base comprises of a site under which three very large salt caverns have been formed in the Lotsberg Formation beneath the earth's surface. Such caverns are prized in the oilfield disposal industry due to their efficacy and safety as a destination for oilfield wastes.

Financial Update:

Genoil has had recent significant capital infusions through existing warrant and existing options exercises, which alleviates the current need to go back to capital markets to obtain equity financing.

Middle East Update:

A new corporation has been formed in Dubai by Genoil's agents to handle GHU upgraders, and Crystal Sea port business for a major Arabian Gulf State where we are close to finalizing contracts.

Corporate Profile:

Genoil is a publicly traded Canadian engineering technology development company headquartered in Edmonton Alberta, with offices in Calgary, Sherwood Park, New York City, Constanta Romania, and Dubai & Abu Dhabi. Genoil offers an array of clean tech petroleum technologies. Committed to sustainability, Genoil operates two major research facilities located Canada and Romania. It owns and operates a world class 10 bpd hydroconversion upgrader located on 147 acres, complete with independent water electrolysis unit for high purity hydrogen supply, hydrogen compressor, electrical substation, fired heater, low-pressure separator for vapor-liquid separation, and a PLC for automated operational control in Two Hills, Canada. Genoil's research and development (R&D) personnel develop cutting edge methods and new breakthrough patents to find solutions to the world's complex energy problems. Genoil also owns several patents related the GHU, it's water purification, well testing, sand cleaning technologies, and environmental remediation, and centrifuge technologies. Genoil has been successful in patenting these new environmental technologies and with a most recent patent on its sand cleaning technology. Genoil's shares are listed on the TSX Venture Exchange under the symbol GNO, as well as on the OTC Bulletin Board under GNOLF.

For more information on Genoil Inc. visit

ADVISORY: Certain information regarding the company, including management's assessment of future plans, strategic partnerships, operations, financing outcomes and the ability to negotiate a definitive agreement on terms acceptable to both parties 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, 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. 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 and with the Securities and Exchange Commission.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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