GENOIL INC. ANNOUNCES COMPLETION OF CDN. $750,000 BRIDGE FINANCING AND SHARES FOR DEBT APPLICATION
January 27, 2006
TSX.V SYMBOL: GNO
OTCBB SYMBOL: GNOLF.OB
Calgary, Alberta, Canada: Following Genoil s previous announcement, Genoil has announced the completion of a Cdn. $750,000 private placement funded by a corporation affiliated with David K. Lifschultz, the Chairman and CEO of Genoil. The proceeds of the placement will be used to support the construction of Genoil projects such as the installation of Genoil s GHU (Genoil Hydroconversion Upgrader) and the Maxis Project, and for the payment of general expenses, administration fees, and professional fees. The funds from the private placement are intended to provide short term bridge financing and are expected to provide a significant benefit to Genoil s current operations and growing international sales program.
The issue has been placed as a six month convertible debenture on substantially similar terms to a private placement completed by Genoil in December, 2004. The debenture being issued under the private placement carries a 12% annual interest rate and the principal amount of the debenture is convertible into common shares of Genoil at Cdn $0.44 per share. According to the terms of the debenture, Genoil can force conversion if Genoil common shares trade over $1.55 per share for a pre-defined period. The debenture s conversion and exercise prices are subject to adjustment for certain changes to Genoil s share capital and in the event of specified dilutive transactions. Further, the holding period requires that the security must not be traded before May 24, 2006. In connection with the issuance of the convertible debenture, Genoil has additionally granted 426,000 common share purchase warrants exercisable for a term of 6 months at $0.85 Cdn per share.
Also following Genoil s previous announcement, Genoil has announced the completion of a Shares for Debt Application with the TSX Venture Exchange to satisfy the amounts outstanding to Thomas Bugg, the former Chief Operating Officer of the Corporation. The amount outstanding for the fourth quarter of 2005 is $46,875. These shares are to be issued pursuant to a severance agreement previously entered into between Genoil and Mr. Bugg. Mr. Bugg ceased to be employed by the Corporation in November 2004, and under the terms of his severance agreement will be available to the Corporation and providing consulting services until June 2006. The payment of Q4 debt is to be based on a price per share of $0.20625, such price being calculated based on the closing price of Genoil s common shares on the date such shares for debt arrangement was first announced less an adjustment amount in accordance with the policies of the TSX Venture Exchange.
Genoil is a technology development company providing 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.
FOR FURTHER INFORMATION PLEASE CONTACT:
David K. Lifschultz
Chairman and CEO
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