Genoil Inc.
OTC Bulletin Board : GNOLF

Genoil Inc.

April 02, 2007 19:00 ET

Genoil Inc. Enters Into Debenture Extension and Funding Agreements

CALGARY, ALBERTA--(CCNMatthews - April 2, 2007) - As previously announced on October 10, 2006 Genoil Inc. (TSX VENTURE:GNO) (OTCBB:GNOLF) (the "Corporation") entered into loans (the "Loans") from Lifschultz Enterprises Co., LLC ("Enterprises"), Sidney B. Lifschultz 1992 Family Trust (the "Trust"), and the Lifschultz Family Partnership LP (the "Partnership"), each of which entities are affiliated with the Corporation's Chairman and Chief Executive Officer (collectively, the "Lenders"), for an aggregate principal amount of $968,825.19.

Such Loans were evidenced by the issuance of convertible promissory notes (the "Original Notes") carrying an annual interest rate of 12% and having a maturity date of April 6, 2007. In connection with the issuance of the Original Notes, the Corporation additionally granted an aggregate of 322,941 common share purchase warrants (the "Original Warrants"), exercisable at any time prior to April 6, 2007 at a price of $0.98 per share for 322,941 common shares of the Corporation, to the Lenders.

The Corporation and each of Enterprises and the Trust have agreed, by way of a Note Extension Agreement (the "Agreement"), and subject to receipt of all necessary regulatory and Stock Exchange approvals, to extend the maturity date of the Original Notes from April 6, 2007 until October 6, 2007, with such notes to continue on the same terms in all other respects. The Corporation and each of Enterprises and the Trust have also agreed, by way of the Agreement, and subject to receipt of all necessary regulatory and Stock Exchange approvals, to extend the term of the Original Warrants for a similar six month term, from April 6, 2007 to October 6, 2007.

The Corporation has further entered into a Funding Agreement with each of its Chairman and Chief Executive Officer and a related party (the "Funders") whereby the Funders have agreed to extend a loan to the Corporation, as and when requested by the Corporation, in the same amount and on the same terms, as the Loan originally granted to the Corporation by the Partnership, upon the receipt by the Corporation of a written notice that the Partnership intends to demand payment on such loan. In the event that the Corporation requests the extension of such loan from the Funders, the Funders would be entitled to the issuance of a six month convertible note on the same terms as the Original Notes (the "Funding Note") and to the grant of such number of common share purchase warrants as is equal to 25% of the number of common shares of the Corporation issuable on conversion of the Funding Note (the "Funding Warrants"). The Funding Warrants, if issuable, would have a term of six months from the date of issue and be exercisable at a price of $0.98.

Genoil is a technology and project development company providing environmentally sound solutions to the oil and gas industry through the use of proprietary technologies. The Genoil Hydroconversion Upgrader is designed to economically convert heavy crude oil into more valuable light synthetic crude, high in yields of transport fuels, while significantly reducing the sulfur, nitrogen and other contaminants 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: 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