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Gold/Mining/Energy : KERM'S KORNER -- Ignore unavailable to you. Want to Upgrade?

To: Kerm Yerman who wrote (9029)	2/13/1998 5:58:00 PM
From: Kerm Yerman	Respond to of 15196

CORP. / Genoil Inc. agrees To Terms Of St. Genevieve GENOIL INC. HAS REACHED AN AGREEMENT FOR FINANCING ITS CUBAN ACTIVITIES, PAYMENT OF DEBTS AND TERMS OF ST. GENEVIEVE LOAN MONTREAL, Quebec, Feb. 13 /CNW/ - Genoil Inc. announces that it has entered into an agreement with an third party oil and gas company, whereby the third party will subscribe for 16,845,501 common shares of Genoil at a price of $0.20 per share, for total proceeds of $3,369,100.20. This would result in the third party having an interest of at least 50% in Genoil. Alternatively, should the third party not be satisfied with its due diligence review of Genoil, it will be obligated to acquire from Genoil a 60% interest in Blocks 19 and 20, onshore Cuba and a 20% interest in Blocks V, VI and VII, offshore Cuba and it will be granted an option to subscribe for 3,000,000 common shares of Genoil at a price of $0.20 per share for an 24-month period the whole in consideration of $3,800,000. The proceeds will be used to pay current liabilities of Genoil. In the event that the investment in Genoil takes place in the form of a share subscription, Genoil has reached an agreement for the repayment of the $5.2 million debt (the ''Debt'') owed by St. GeneviŠve Resources Ltd. (''SGV''). The Debt will bear interest at prime plus 1% and all outstanding principal will be due and payable in full no later than April 1, 1999. The Debt will be guaranteed by 5.28 million shares of Genoil owned by SGV. SGV has also granted an 18-month option to the third party to purchase these shares of Genoil at a price of $1.00 per share, although SGV shall retain the right to sell such shares on the market at a minimum price of $1.00 per share. In all cases, the proceeds of such sale will be applied towards the repayment of the Debt. Genoil has reached an agreement with a second third party oil and gas company and SGV whereby Genoil offers the following farm-in rights: I. the right to earn up to a 35% interest in Blocks 19 and 20, in consideration of the payment of up to 35% of historical costs on such Blocks; and II. the right to earn up to a 10% interest in Blocks V, VI and VII, in consideration of the payment of up to 20% of the cost of a new well to be drilled an such Blocks. Finally, upon completion of the equity investment, a new Board of Directors and Management team will be nominated. This transaction is subject to the approval of regulatory authorities and other interested parties. Genoil is an oil and gas exploration company based in Calgary. There are currently 16,905,501 common shares of Genoil issued and outstanding.