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GENOIL INC. ANNOUNCES INITIAL CLOSING OF PRIVATE PLACEMENT AND SHARES FOR DEBT TRANSACTION (2009-05-01)

GENOIL INC. ANNOUNCES INITIAL CLOSING OF PRIVATE PLACEMENT AND SHARES FOR DEBT TRANSACTION
2009-05-01

 

Calgary, Alberta, Canada –  May 1, 2009 – Genoil Inc. (TSX.V: GNO, OTCBB: GNOLF.OB) has announced the closing of a private placement and shares for debt transaction for a total of $1.5 million. Genoil has closed the first tranche of a private placement (the ?Private Placement?), whereby the Corporation has issued 9,906,213 units (the ?Units?), at a price of U.S. $0.13 per Unit, each Unit consisting of one common share and one common share purchase warrant (“Placement Warrants”) for total gross proceeds of U.S.$ 1,287,808.24. The Placement Warrants are exercisable until two years following their issue date at a price of U.S. $0.20. Genoil?s Chairman & CEO, David K. Lifschultz and member of the Board of Director?s John O?Donnell, who are insiders of the Corporation, participated in the Private Placement. The common shares and Placement Warrants issued in connection with the Private Placement are subject to a four-month hold period pursuant to the rules of the TSX Venture Exchange and Canadian securities legislation. The Corporation is also pleased to announce that it intends to complete a second tranche of the Private Placement in order to accommodate additional subscribers.

The shares for debt transaction is to satisfy amounts outstanding to certain creditors (the ?Creditors?) of the Corporation. Shares were issued pursuant to debt cancellation agreements between Genoil and each of the Creditors, whereby each of the Creditors agreed to forgive and cancel debts currently owing to such Creditor by the Corporation. The total debt owing to the Creditors which has been cancelled is in an aggregate amount of U.S. $ 212,191.74, which amounts have been cancelled in exchange for an aggregate of 1,367,319 common shares (the ?Shares?) and 564,302 common share purchase warrants (the ?Warrants?) of the Company. In connection with the cancellation of such debts, Genoil granted certain of the Creditors Warrants which are exercisable at any time prior to 2 years after the date of issuance at a price of US $0.21, and granted other Creditors Warrants which are exercisable at any time prior to 2 years after the date of issuance at a price of US $0.20. The Shares and Warrants are subject to a four-month hold period pursuant to the rules of the TSX Venture Exchange and Canadian securities legislation.

The securities 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.

(cont’d)

The shares for debt transaction and Private Placement are subject to receipt of all necessary regulatory and stock exchange approvals.

Genoil is an international engineering technology development company based in Alberta, Canada that develops innovative hydrocarbon, oil and water separation, and marine technologies.

For further information please contact:
David Lifschultz
Chairman and CEO
(914) 834-7794
www.genoil.net