|By Marketwired .||
|December 4, 2013 05:40 AM EST||
CALGARY, ALBERTA -- (Marketwired) -- 12/04/13 -- Genoil Inc. ("Genoil" or the "Corporation") (TSX VENTURE: GNO)(OTCBB: GNOLF) announces that it has closed a non-brokered United States private placement, pursuant to which the Corporation issued 20,599,999 common shares, at a price of Cdn $0.015 per share for total gross proceeds of $309,000. The common shares issued in connection with the private placement are subject to hold periods pursuant to holding periods depending on country regulations.
Genoil has agreed to extend the term of an aggregate $1,227,355.84 principal amount plus interest accrued thereon of convertible promissory notes (the "Notes") which were previously issued by the Company. The Notes were originally issued to certain related parties being, Sidney B. Lifschultz 1992 Family Trust, Lifschultz Enterprises Co. LLC, David K. Lifschultz and Bruce Abbott (the "Noteholders") in October, 2008. The Notes had an original term expiring on October 6, 2009, which had been amended and extended to October 6, 2010, and October 6, 2011, and October 6 2013.
The Noteholders have agreed, by way of a Note Extension and Amendment Agreement, and subject to receipt of all necessary regulatory and stock exchange approvals, to extend the maturity date of the Notes until October 6, 2015.
The Company and the Noteholders have also agreed to amend the conversion price of the Notes from $0.10 to $0.015 per common share and to grant a security interest to the Noteholders in all of the Company's present and after-acquired property to secure the Company's obligations under the Notes. The debenture shall give the holders voting rights for all shares which it could be converted to. If there is a private placement at a lower price than $0.015 per common share then the conversion rate will fall to that lower price. In the event that the debenture matures and is not paid off by Genoil, the debenture continues with its conversion features as before maturity. The Notes will remain substantially unamended in all other respects.
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.
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