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

GENOIL INC. ENTERS INTO NOTE EXTENSION AND AMENDMENT AGREEMENT (2008-04-04)

GENOIL INC. ENTERS INTO NOTE EXTENSION AND AMENDMENT AGREEMENT
2008-04-04

Calgary, Alberta, Canada — April 4, 2008 —As previously announced, on October 10, 2006 Genoil Inc. (TSX.V: 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 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.

 

The Corporation and each of Enterprises and the Trust have 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 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 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 has further agreed as part of the Agreement, and subject to receipt of all necessary regulatory and Stock Exchange approvals, that the Second Extended Notes will be convertible into common shares of the Corporation at the current market price of the Corporation’s common shares such that the holders will 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 will 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, shall be equal to $908,388.74.

 

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

 

For further information please contact:

David Lifschultz

Chairman and CEO

(212) 688-8868

www.genoil.net

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