USA (212) 688-8868 sales@genoil.net

GENOIL INC. ENTERS INTO AN AMENDED NOTE EXTENSION AND AMENDMENT AGREEMENT 2008-05-01

GENOIL INC. ENTERS INTO AN AMENDED NOTE EXTENSION AND AMENDMENT AGREEMENT
2008-05-01

 

Calgary, Alberta, Canada – May 1, 2008 – As previously announced, on October 10, 2006 Genoil Inc. (TSX.V: GNO; OTCBB: GNOLF.OB) entered into loans (the “Loans”) from Lifschultz Enterprises Co., LLC (“Enterprises”), Sidney B. Lifschultz 1992 Family Trust (the “Trust”), and Lifschultz Family Partnership LP, each of which entities are affiliated with the Corporation’s Chairman and Chief Executive Officer (collectively, the “Lenders”), for an original 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%, having a conversion price of $0.75, 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, such exercise price being 130% of the conversion price of the Original Notes, to the Lenders.
 
The Corporation and each of Enterprises and the Trust agreed, by way of a Note Extension Agreement, to extend the maturity date of the Original Notes and the term of the Original Warrants from April 6, 2007 until October 6, 2007, with such notes (the “Extended Notes”) and warrants (the “Extended Warrants”) to continue on the same terms in all other respects. As announced in October 2007, the Corporation and each of Enterprises and the Trust agreed, by way of a second Note Extension Agreement, to extend the term of the Extended Notes and the Extended Warrants from October 6, 2007 until April 6, 2008, with such notes (the “Second Extended Warrants”) and warrants (the “Seconded Extended Warrants”) to continue on the same terms in all other respects.
 
As previously announced on April 4, 2008, the Corporation and each of Enterprises and the Trust agreed, by way of a Note Extension and Amendment Agreement (the “Agreement”), and subject to receipt of all necessary regulatory and Stock Exchange approvals, to extend the maturity date of the Second Extended Notes from April 6, 2008 until October 6, 2008.  The Corporation and each of Enterprises and the Trust 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 Second Extended Warrants for a similar six month term, from April 6, 2008 to October 6, 2008. In consideration for the agreement of Enterprises and the Trust to extend the maturity date of the Second Extended Notes, the Corporation further agreed as part of the Agreement, and subject to receipt of all necessary regulatory and Stock Exchange approvals, that the Second Extended Notes would be convertible into common shares of the Corporation at the current market price of the Corporation’s common shares such that the holders would be entitled to one common share for each $0.49 of principal and accrued interest amount so converted. The exercise price of the Second Extended Warrants would be $0.64, such exercise price being 130% of the conversion price of the Second Extended Notes. As at April 6, 2008, the principal amount of the Second Extended Notes, together with the interest accrued thereon, was equal to $908,388.73.
 
The Corporation was unable to obtain TSX Venture Exchange approval for the amendment of the conversion price of the Second Extended Notes and the exercise price of the Second Extended Warrants. As such, the Corporation and each of Enterprises and the Trust have agreed, by way of an Amended Note Extension and Amendment Agreement (the “Amended Agreement”), and subject to receipt of all necessary regulatory and Stock Exchange approvals, not to amend the conversion price of the Second Extended Notes and the exercise price of the Second Extended Warrants and simply to extend the maturity date of the Second Extended Notes from April 6, 2008 until October 6, 2008. The Corporation and each of Enterprises and the Trust have also agreed, by way of the Amended Agreement, and subject to receipt of all necessary regulatory and Stock Exchange approvals, to extend the term of the Second Extended Warrants for a similar six month term, from April 6, 2008 to October 6, 2008.
 
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 contact:
David Lifschultz
Chairman and CEO
(212) 688-8868
 

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