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As Of Filer Filing For·On·As Docs:Size Issuer Agent 1/03/05 Genoil Inc 6-K 1/03/05 1:15K Bowne - BCG/FA |
Document/Exhibit Description Pages Size 1: 6-K Material Change Report Dated January 3, 2005 HTML 16K
| Page | (sequential) | | | (alphabetic) | Top | |
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| 1 | 1st Page - Filing Submission | ||||
| " | Table of Contents | ||||
| " | Signatures | ||||
| e6vk |
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
Genoil Inc.
640, 101 — 6 Ave SW, Calgary, Alberta, Canada T2P 3P4
(Address of principal executive officer)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
| Form 20-F ž | Form 40-F o |
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
| Yes o | No: ž |
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .
| SIGNATURES | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Genoil Inc. Registrant |
||||
| Dated: January 3, 2005 | By: | /s/ Doug Monaghan | ||
| Title: | Vice President, Engineering | |||
FORM 51-102F3
MATERIAL CHANGE REPORT
| 1. | Name and Address of Company: | |||
| Genoil Inc. Suite 640 101 – 6 Avenue SW Calgary, AB T2P 3P4 |
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| (hereinafter referred to as “Genoil” or the “Corporation”) | ||||
| 2. | Dates of Material Changes: | |||
| December 31, 2004 | ||||
| 3. | News Releases: | |||
| A press release setting forth certain particulars of the material change described herein was issued at Calgary, Alberta on January 3, 2005. | ||||
| 4. | Summary of Material Changes: | |||
| Genoil has announced a U.S. $4.6 million (approx. Cdn. $5.6 million) private placement primarily funded by a major US financial institution. David K. Lifschultz, the Chairman and CEO of Genoil, will be participating in the issue as well. The proceeds of the placement will support the construction of the first commercial GHU (Genoil Hydroconversion Upgrader) for the Silver Eagle Refinery in Utah, in addition to general expenses. | ||||
| The issue is being placed as a 10-year convertible debenture that will have a 0% (zero %) interest rate. The conversion price of the debenture is Cdn $0.44 per share. According to the terms of the agreement, Genoil can force conversion if Genoil common shares trade over $1.55 per share for a pre-defined period. The participants in the private placement will additionally receive approximately 3.2 million warrants (¼ warrant for each common share purchasable under the convertible debenture). The warrants will be exercisable at $0.85 per share, and will expire December 23, 2009. The conversion and exercise prices are subject to adjustment for certain changes to Genoil’s share capital and in the event of specified dilutive transactions. | ||||
| 5. | Full Description of Material Changes: | |||
| Genoil has announced a U.S. $4.6 million (approx. Cdn. $5.6 million) private placement primarily funded by a major US financial institution. David K. Lifschultz, the Chairman and CEO of Genoil, will be participating in the issue as well. The proceeds of the | ||||
| placement will support the construction of the first commercial GHU (Genoil Hydroconversion Upgrader) for the Silver Eagle Refinery in Utah, in addition to general expenses. The multi-billion dollar financial institution with significant expertise in energy investments has the wherewithal to finance future major projects of Genoil either by itself or with correspondent institutions, although no such agreements have been made in respect of any future financings. As well as providing a dramatic improvement in Genoil’s balance sheet, Genoil expects the transaction to provide significant benefit to Genoil’s growing international sales program. | ||||
| The issue is being placed as a 10-year convertible debenture that will have a 0% (zero %) interest rate. The conversion price of the debenture is Cdn $0.44 per share. According to the terms of the agreement, Genoil can force conversion if Genoil common shares trade over $1.55 per share for a pre-defined period. The participants in the private placement will additionally receive approximately 3.2 million warrants (¼ warrant for each common share purchasable under the convertible debenture). The warrants will be exercisable at $0.85 per share, and will expire December 23, 2009. The conversion and exercise prices are subject to adjustment for certain changes to Genoil’s share capital and in the event of specified dilutive transactions. | ||||
| 6. | Reliance on subsection 7.1(2) or (3) of NI 51-102: | |||
| N/A | ||||
| 7. | Omitted Information: | |||
| N/A | ||||
| 8. | Executive Officer: | |||
| For further information concerning the material change described herein, please contact: | ||||
| David K. Lifschultz Chairman and CEO Tel: 914-834-3142 |
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DATED at Calgary, Alberta the 3rd day of January, 2005.
| This ‘6-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/23/09 | None on these Dates | |||
| Filed on / For Period End: | 1/3/05 | |||
| 12/31/04 | ||||
| List all Filings | ||||
