Genoil Inc. Announces Closing of Shares for Debt Transaction
September 14 2011 - 4:19PM
Marketwired
Genoil (TSX VENTURE: GNO)(OTCBB: GNOLF) has completed two shares
for debt transactions to satisfy amounts outstanding to certain
lenders (the "Creditors") of the Corporation. The common shares and
common share purchase warrants ("Creditor Warrants") were issued
pursuant to debt cancellation agreements between the Corporation
and the Creditors, whereby each of the Creditors agreed to forgive
and cancel debts currently owing to such Creditor by the
Corporation.
The first transaction had a total debt owing to the Creditors
which has been cancelled in an aggregate amount of $149,543, which
amounts have been cancelled in exchange for issuance of an
aggregate of 747,714 common shares. The common shares issued to the
Creditors are subject to a four-month hold period.
The second transaction had a total debt owing to the Creditors
which has been cancelled in an aggregate amount of $706,708, which
amounts have been cancelled in exchange for issuance of an
aggregate of 7,067,082 common shares and 3,000,000 Creditor
Warrants. The Creditor Warrants are exercisable until 24 months
following their issue date at a price of $0.11. The common shares
and Creditor Warrants issued to the Creditors are subject to a
four-month hold period in Canada.
The securities to be 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.
In addition Genoil Inc. also agrees to file another shares for
debt application with the TSX Venture Exchange to satisfy amounts
outstanding to creditors, (the "Creditors"). These shares are being
issued pursuant to debt cancellation agreement between Genoil and
the Creditors (the "Agreement"), whereby the Creditors have agreed
to forgive and cancel all debts currently owing to them by the
Corporation, being U.S. $156,012 in exchange for common shares of
the Corporation. The shares to be issued in satisfaction of this
debt will be based on a price per share of C$0.115. This
transaction is conditional upon the receipt of all necessary
regulatory and stock exchange approvals.
The terms of the Agreement and the payment of this debt to the
Creditors were approved by the Board of Directors of the
Corporation.
Genoil 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. 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.
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.
Contacts: Genoil Inc. David Lifschultz Chairman and CEO (212)
688-8868 or (914) 393-5800 www.genoil.ca
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