GENOIL INC. ANNOUNCES THE APPOINTMENT OF DAVID KIPPEN AS INTERIM CHIEF FINANCIAL OFFICER, RESIGNATION OF KIRK MORGAN AS CHIEF FINANCIAL OFFICER, AND ISSUANCE OF CONVERTIBLE NOTE
TSXV SYMBOL: GNO
OTCBB SYMBOL: GNOLF.OB
CALGARY, AB, August 14, 2006 : Genoil Inc. (“Genoil” or the “Corporation”) is pleased to announce that David Kippen, who has acted as a financial consultant to the Corporation since June 2006, will be stepping in as interim Chief Financial Officer for the remainder of 2006 while the Corporation searches for a permanent replacement (the “Interim Period”).
Since joining Genoil, David Kippen has been working on building the Corporation’s financial infrastructure, which includes hiring additional financial staff such as a Controller. Mr. Kippen has over 13 years of investment banking experience with specialization in mergers and acquisitions and capital fundraising for growth stage private companies and established public companies in North America, Europe and Asia.
Mr. Kippen was previously with Hambrecht & Quist and JP Morgan Chase for approximately ten years, as well as working in the Natural Resources Group of Credit Suisse First Boston. Genoil’s Chairman & CEO, Mr. David Lifschultz, states that “The Board shares my excitement regarding Kippen’s value-added to Genoil. His background includes over $38 billion of transaction experience, and we are confident that he will help Genoil execute on its business plan.” In addition to Mr. Kippen’s cash compensation the board of directors of the Corporation (the “Board”) has approved the grant of incentive stock options to Mr. Kippen to acquire up to 1,000,000 common shares of the Corporation (“Common Shares”), subject to the terms of Genoil’s stock option plan. These stock options were approved with an exercise price of $0.72 Cdn. per common share, being the closing price of the Corporation’s shares on the TSX Venture Exchange on the date such grants were approved. In the event that Mr. Kippen continues in his role as Chief Financial Officer beyond the Interim Period, these stock options shall vest over the next four years as follows: 250,000 upon the completion one (1) year of employment with the Corporation; and 250,000 per year on the anniversary date of each year of Mr. Kippen’s employment with the Corporation.
Genoil hereby announces that Mr. Kirk Morgan has resigned from his position as Chief Financial Officer, a position that he has held since July 15, 2005. The Board wishes to thank Kirk Morgan for his service. Genoil is in the process of restructuring its accounting department and is in the process of hiring a Controller as well. Mr. Morgan’s resignation will become effective upon the completion and filing of Genoil’s second quarter financial statements
Genoil also hereby announces that the Board has approved the issuance of a convertible note to entities affiliated with David K. Lifschultz, Chairman and Chief Executive Officer and a Director of the Corporation (the “Lifschultz Affiliates”). The Note is to be issued in consideration for various loans that have or are expected to be made to the Corporation by the Lifschultz Affiliates, currently in a principal amount of $888,000. The Note may be converted anytime within six months from the date of its issuance (the “Term”) for Common Shares, based on the principal amount of the loan divided by $0.65 Cdn. per Common Share, the Board having approved the conversion price per share at a 10% discount to the closing price of the Common Shares on the day that the issuance of the Note was approved. Assuming a principal amount of $888,000, the Note will be convertible for a total of 1,366,153 Common Shares.
In connection with the issuance of the Note, Genoil has additionally approved the grant of Common Share purchase warrants in an amount equal to 25% of the number of Common Shares issuable on conversion of the Note, exercisable for a period of six months at $0.98 Cdn. per share, the Board having approved an exercise price of 150% of the conversion price per Common Share pursuant to the terms of the Note. No interest shall by payable by the Corporation on the Note. The appointment of Mr. Kippen as interim Chief Financial Officer and the issuance of the Note remain subject to the Corporation acquiring all necessary regulatory approvals.
Genoil is a technology development and engineering 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 upgraded crude, high in yields of transport fuels, while significantly reducing the sulfur, nitrogen and other contaminants.
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:
Chairman and CEO
ADVISORY: Certain information regarding the Corporation, including management’s assessment of future plans, operations or financing alternatives 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, ability to secure financing acceptable to the Corporation and the Corporation’s ability to obtain new contracts and accurately estimate net revenues due to the 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 www.sedar.com and with the Securities Exchange Commission. The TSX Venture Exchange has neither approved nor disapproved of the information contained herein.