CALGARY, AB, Dec. 2, 2010 -- Genoil and its President Thomas Bugg announces that Genoil has entered into an agreement to acquire 100% of the issued and outstanding common shares of Two Hills Environmental Inc ("Two Hills"). The site is accessible from Fort McMurray Alberta, Canada's premiere tar sands production site. With nearby oil pipeline access, it is the perfect location for Genoil to build a significant upgrader.
This acquisition conveys to Genoil surface title to 147 acres of land, together with certain subsurface mineral rights contained within 2,500 adjacent acres, and access to 388,550 cubic meters of valuable water to be derived yearly from an adjacent river. This water is critical to the new development of local brine production. It is also vital for environmentally acceptable disposal and processing of tar sands, and oil well production waste. The multiple salt caverns intend to be utilized for a variety of purposes including waste oil disposal, sand, and wastewater disposal or as natural gas storage. Alberta Oil Sands production relies heavily on safe waste disposal, processing and reclamation. Genoil is committed to new solutions to minimize and prevent waste. With a focus on recycling, we plan to convert this site to a state of the art waste oil/water disposal and treatment facility conveniently located amidst several waste disposal companies.
Genoil intends to recover hydrocarbons and other products from this waste oil, and wastewater that otherwise would be injected into the giant caverns. Alternatively, several of these massive salt caverns could become gas storage facilities depending on the future pricings. Any development is subject to obtaining the proper permits from the necessary regulatory agencies, further detailed economic analysis and obtaining appropriate financing.
"This is an exciting new chapter in Genoil's History" said Genoil's President Thomas Bugg. "With the recent price of oil climbing over $86.00 and with Alberta oil production on the rise, it is clearly the right time to take advantage of this outstanding opportunity.
In consideration of acquiring a 100% interest in Two Hills, the Corporation is required to pay a cash deposit of $100,000, issue 2,500,000 common shares of Genoil and also issue a warrant to purchase 250,000 common shares at market price upon closing to the former shareholder of Two Hills. To satisfy a debtor and litigant of $800,000 against Two Hills, Genoil will issue 2,500,000 common shares to that party.
The purchase price for the acquired common shares of Two Hills was arrived at through an arm's length negotiation process with the shareholder of Two Hills from whom such shares were purchased. This was further complemented by due diligence work conducted by Genoil which included, but was not limited to; (i) due diligence searches; (ii) review of the financial statements and records of Two Hills; (iii) interviews with Two Hills management; and (iv) review of the Two Hills minute book.
Two Hills was initially formed to enter into the oilfield waste disposal industry by capitalizing upon its current undeveloped asset base. This asset base is comprised of a site under which very large salt caverns have been formed in the Lotsberg Formation beneath the earth's surface. Such caverns are prized in the oilfield disposal industry due to their efficacy and safety as a destination for oilfield wastes.
The agreement is subject to a number of conditions precedents that must be satisfied in order for the transaction to close and the receipt of all regulatory approvals including without limitation, the approval of the TSX Venture Exchange.
Genoil has also filed Shares for Debt Application with the TSX Venture Exchange to satisfy $450,589.44 outstanding to certain lenders (the "Creditors") of the Corporation by issuing 1,365,417 common shares of Genoil. Common shares are 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 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.
Genoil is a publicly traded Canadian engineering technology development company headquartered in Edmonton Alberta, with offices in Calgary, Sherwood Park, New York City, Constanta Romania, and Dubai & Abu Dhabi. Genoil offers an array of petroleum technologies. Genoil operates two major research facilities located Canada and Romania. It owns and operates a world class 10 bpd hydroconversion upgrader (GHU) complete with independent water electrolysis unit for high purity hydrogen supply, hydrogen compressor, electrical substation, fired heater, low-pressure separator for vapor-liquid separation, and a PLC for automated operational control in Two Hills, Canada. Genoil's research and development (R&D) personnel develop cutting edge methods and new breakthrough patents to find solutions to the world's complex energy problems. Genoil also owns several patents related to the GHU, its water purification, Crystal oil and water separator, well testing, sand cleaning technologies, and environmental remediation technologies. Genoil has been successful in patenting these new technologies and with a most recent patent on its sand cleaning technology.