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

Genoil Inc.

October 07, 2005 08:00 ET

Genoil Inc. Announces Shares for Debt Issuance

CALGARY, ALBERTA--(CCNMatthews - Oct. 7, 2005) - Genoil Inc. (TSX VENTURE:GNO) (OTCBB:GNOLF) ("Genoil" or the "Corporation") hereby announces that it has issued 183,824 shares to David Lifschultz, current Chairman, CEO and President of the Corporation, and 367,647 shares to Geopetrol Resources Ltd. ("Geopetrol") pursuant to a Shares for Debt application filed with the TSX Venture Exchange which was approved on September 6, 2005.

The shares issued to Mr. Lifschultz are in satisfaction of outstanding compensation owing by the Corporation from October to December of 2004. The shares issued to Geopetrol have been issued pursuant to an employment and severance agreement between Genoil and Geopetrol's corporate principal, Thomas Bugg, the former Chief Operating Officer of the Corporation. Mr. Bugg resigned his position with the Corporation in November, 2004, and will be providing consulting services until June, 2006. The current issuance reflects compensation owed to Mr. Bugg from October, 2004, to March, 2005.

All further debts payable pursuant to the severance agreement will be paid through similar shares for debt applications. Genoil will be filing a further Shares for Debt Application with the TSX Venture Exchange to satisfy the amounts outstanding to Tom Bugg for the second and third quarters of 2005. The payment of Q2 and Q3 debt will be based on a price per share of $0.35, such price being the closing price on October 5, 2005. Pursuant to the terms of the severance agreement, the shares will be issued at the maximum available discount of 25%.

The terms of these employment and severance agreements and the of payment of these debts to Messrs. Lifschultz and Bugg was approved by disinterested shareholders at the Annual and Special Meeting of the Corporation held on June 3, 2005.

Genoil is a technology development company providing solutions to the oil and gas industry through the use of proprietary technologies. The Genoil Hydroconversion Upgrader can economically convert heavy crude oil into more valuable light refined products such as motor gasoline and diesel fuel, while significantly reducing the sulfur content in the oil. 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 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.

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.

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

Contact Information

  • Genoil Inc.
    David Lifschultz
    Chairman & CEO
    (212) 688-8868
    Website: www.genoil.net