{"url_path":"/sec/gnolf/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 Additional Information**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1261002/0001654954-26-004801-index.html","accession_number":"0001654954-26-004801","cik":"0001261002","ticker":"GNOLF","issuer_name":"GENOIL INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1261002/0001654954-26-004801-index.html","primary_entity_key":"0001261002","primary_entity_name":"GENOIL INC"},"word_count":4404,"has_tables":true,"body_markdown":"**Item 10. Additional Information**\n\n \n\nA.*Share capital.*\n\n \n\nNot required as this is an annual report under the *Exchange Act*.\n\n \n\nB.*Memorandum and articles of association.*\n\n \n\nGenoil was formed by the amalgamation under the *Canada Business Corporations Act* (the “CBCA”) of Genoil Inc. and Continental Fashions Group Inc. (“CFG”), a public company whose shares traded on the Alberta Stock Exchange. At the time of the merger CFG had no assets, no liabilities and did not carry on any business. Genoil was incorporated in April of 1996 under Certificate of Incorporation no. 324649-3. In June of 1996, it amended and altered its Memorandum and Articles of Association. This amendment was made to facilitate a reorganization of its share capital in accordance with the amalgamation referenced above. The Articles of Amalgamation, adopted in September of 1996, replaced the Articles of Incorporation, as amended.\n\n \n\nAt the Annual and Special Meeting of Shareholders of the Corporation, held on May 31, 2006, shareholders of the Corporation passed a special resolution authorizing the Corporation to amend its Articles to create an additional class of share to be designed as “Class A Preferred Shares” and to allow for the appointment of additional directors of the Corporation between shareholder meetings.\n\n \n\nThe Articles of Amalgamation are subject to all the provisions of the CBCA. The CBCA provides that a company incorporated under that Act has all the powers and capacities of a natural person. The CBCA further stipulates that a company must not carry on a business that its articles prohibit. The Corporation's articles contain no prohibitions on the nature of businesses that it may carry out. Thus, it has the power and capacity of a natural person.\n\n \n\nThe following brief description of provisions of the CBCA, the Corporation's amended and restated articles of incorporation and by-laws do not purport to be complete and are subject in all respects to the provisions of the CBCA, the Corporation's restated articles of incorporation and by-laws.\n\n \n\nRegulation SK Item 702 requires the Corporation to****state the general effect of any statute, charter provisions, by-laws, contract or other arrangements under which any controlling persons, director or officer of the registrant is insured or indemnified in any manner against liability which he may incur in his capacity as such.\n\n \n\nFurthermore, the by-laws of the Corporation provide that except in respect of an action by or on behalf of the Corporation or other entity to procure a judgment in its favour, the Corporation will indemnify a director or officer of the Corporation against all costs, charges, and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity.\n\n \n\n \n\n22\n\n*Table of Contents*\n\n \n\n*Directors' Conflicts of Interest*\n\n \n\nSection 120 of the CBCA requires every director who is, in any way, directly or indirectly, interested in one of Genoil's proposed material contracts or transactions, to disclose the nature and extent of the director's interest in writing or by requesting to have it entered in the minutes of the meeting of directors or of meetings of committees of directors.\n\n \n\nThe CBCA further provides that a director or officer who is required to disclose an interest may not vote on any resolution to approve the contract or transaction unless the contract or transaction, (i) relates primarily to the director's or officer's remuneration as one of the Corporation's directors, officers, employees or agents or that of an affiliate, (ii) is for indemnity or insurance for the director against liability incurred by the director or officer acting in his or her capacity as a director or officer, or (iii) is with an affiliate.\n\n \n\n*Borrowing Powers*\n\n \n\nThe Corporation's By-Law No. 3 states that the Board of Directors may exercise borrowing powers provided for in this by-law. These powers include borrowing money on credit, issuing bonds, debentures, notes and other indebtedness, giving guarantees on behalf of the Corporation and granting mortgages by the Corporation, among others.\n\n \n\n*Directors*\n\n \n\nThe number of directors shall be not less than one and not more than nine. The number of directors may be determined from time to time by an ordinary resolution of the shareholders passed at a duly convened general meeting. A director is not required to own any of the Corporation's shares to be qualified to serve as a director. A director is not required to retire under any age-limit requirement.\n\n \n\nUpon the termination of each annual general meeting, all the directors are deemed to cease serving as directors. The number of directors to be elected at any such meeting will be the number of directors then in office unless the directors or shareholders otherwise determine.\n\n \n\nIf the shareholders remove any director before the expiration of his or her period of office and appoint another person in his or her place, that person so appointed shall hold office only during the remainder of the time that the director in whose place he or she is appointed would have held the office if he or she had not been removed. If the shareholders do not appoint another director to replace the removed director the vacancy may be filled by the directors.\n\n \n\nThe directors of the Corporation, between annual meetings, may appoint one or more additional directors of the Corporation to serve until the next annual meeting, provided that the number of additional directors of the Corporation shall not at any time exceed one-third of the number of directors who held office at the expiration of the last annual meeting of the Corporation.\n\n \n\nThe directors, or any committee of directors, may take any action required or permitted to be taken by them and may exercise any of the authorities, powers and discretions for the time being vested in or exercisable by them by way of a resolution either passed at a meeting at which a quorum is present or consented to in writing under the applicable section of the CBCA.\n\n \n\nThe directors may appoint a president, one or more vice-presidents, a secretary, a treasurer and other officers as determined by the Board, including assistants to the Board. The directors may specify the duties of and delegate powers to manage the business and affairs of the directors to these officers. The Corporation may also appoint a chairman of the Board, who must also be a director, and assign the powers and duties assigned to the managing director or president, under the by-laws, or other powers and duties.\n\n \n\n*Rights Attached to Shares*\n\n \n\nThe following is a description of the rights, preferences, and restrictions attached to each class of the Corporation's shares:\n\n \n\n(a) Unlimited Common Shares – Each Common Share carries the right to one vote at any meeting of the Corporation's shareholders. Dividends are payable on the Common Shares in the discretion of the Board of Directors. After a period of six years, dividends that have been paid but remain unclaimed by shareholders shall be forfeited to the Corporation. In the event of the liquidation, dissolution or winding-up of the Corporation or any distribution of Genoil's assets for the purpose of winding up its affairs, the Common Shares shall be entitled to receive Genoil's remaining property. The Common Shares are not redeemable at the Corporation's option or at the option of the holders. There are no sinking fund provisions respecting the Common Shares. The holders of the Common Shares are not liable for any further capital calls on such shares.\n\n \n\n(b) Up to 10,000,000 Class A Preferred Shares – The Class A Preferred Shares may at any time and from time to time be issued in one or more series, each series consisting of such number of shares as may, before their issuance, be determined by resolution of the directors of the Corporation. Subject to the provisions of the CBCA, the directors of the Corporation may by resolution fix before the issue of Class A Preferred Shares the designation, rights, privileges, restrictions and conditions attaching to each series of the Class A Preferred Shares.\n\n \n\n*Alteration of the Rights of Shareholders*\n\n \n\nNo rights, privileges or restrictions attached to the Common Shares may be altered except with the approval by resolution passed by the vote of the holders of not less than two-thirds of the votes cast in respect of a resolution to alter such rights.\n\n \n\nThere are no limitations in Genoil's charter on the rights of non-resident or foreign owners to hold Common Shares of Genoil.\n\n \n\n*Shareholders' Meetings*\n\n \n\nThe CBCA requires the directors to call an annual general meeting of shareholders not later than fifteen months after the last annual general meeting and no later than six months after the end of the Corporation's preceding financial year. The directors may, whenever they think fit, convene a special meeting.\n\n \n\n \n\n23\n\n*Table of Contents*\n\n \n\nNotice of a meeting must specify the time and place of a meeting, and, in case of special business, the general nature of that business and the text of any resolution. The accidental omission to give notice of any meeting to, or the non-receipt of any notice by any of the shareholders entitled to receive notice does not invalidate any proceedings at that meeting.\n\n \n\nAll business that is transacted at meetings of shareholders, with the exception of consideration of the financial statements and auditor's report, election of directors, appointment of Genoil's auditor is deemed to be special business.\n\n \n\nGenoil's Articles stipulate that business shall be conducted at any general meeting if there is quorum present at the opening of the meeting notwithstanding that there ceases to be a quorum present throughout the meeting. A quorum is shareholders entitled to vote or proxy holders representing more than 10% of Genoil's outstanding shares entitled to vote at the meeting.\n\n \n\nGenoil's Articles stipulate that the Chairman of the Board, or in his absence, the Corporation's Managing Director, or in his absence the Corporation's President shall preside as chairman of every general meeting.\n\n \n\nUnless the directors otherwise determine, the instrument appointing a proxyholder shall be deposited at a place specified for that purpose in the notice convening the meeting, not less than forty-eight hours before the time for holding the meeting at which the proxyholder proposes to vote.\n\n \n\nNotice of every general meeting should be sent to:\n\n \n\n(a) each director;\n\n \n\n(b) the Corporation's auditor;\n\n \n\n(c) every shareholder entered in the securities registrar as the holder of a share or shares carrying the right to vote at such meetings on the record date or, if no record date was established by the directors, on the date of mailing such notice; and\n\n \n\n(d) every person upon whom the ownership of a share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a shareholder where the shareholder, but for his death or bankruptcy, would be entitled to vote.\n\n \n\nNo other person is entitled to receive notice of general meetings.\n\n \n\nThere are no limitations to the rights of non-resident or foreign shareholders to hold or exercise voting rights associated with Genoil's securities.\n\n \n\nThese provisions do not deviate significantly from U.S. law, insofar as the following matters are concerned:\n\n \n\nAccording to Rule 405 of the *Securities Act*, the term “foreign private issuer” means any foreign issuer other than a foreign government except an issuer meeting the following conditions:\n\n \n\n(a) More than 50 percent of the outstanding voting securities of such issuer are directly or indirectly owned of record by residents of the United States; and\n\n \n\n(b) Any of the following:\n\n \n\n \n\n(i)\n\nThe majority of the executive officers or directors are United States citizens or residents;\n\n \n\n \n\n \n\n \n\n(ii)\n\nMore than 50 percent of the assets of the issuer are located in the United States; or\n\n \n\n \n\n \n\n \n\n(iii)\n\nThe business of the issuer is administered principally in the United States.\n\n \n\nFurther, the predominant rule in most U.S. jurisdictions is that an annual meeting must be held every 13 months.\n\n \n\nC.*Material contracts.*\n\n \n\nGenoil has entered into no material contracts in the ordinary course of business for the two years preceding this registration statement.\n\n \n\n \n\n24\n\n*Table of Contents*\n\n \n\nD.*Exchange controls.*\n\n \n\nThere is no law or governmental decree or regulation in Canada that restricts the export or import of capital or affects the remittance of dividends, interest or other payments to a non-resident holder of Common Shares, other than withholding tax requirements. See “Taxation”.\n\n \n\nE.*Taxation.*\n\n \n\nGenoil has provided the following summary of the material Canadian federal and U.S. federal income tax considerations generally applicable in respect of the holding or disposing of Common Shares. This summary does not address all possible tax consequences relating to an investment in its Common Shares. There may be provincial, territorial, state and local taxes applicable to a potential shareholder, depending on the shareholder's particular circumstances, which are not addressed in this summary. The tax consequences to any particular holder, including a U.S. Holder of common shares (defined below) will vary according to the status of that holder as an individual, trust, corporation, or member of a partnership, the jurisdiction in which the holder is subject to taxation, the place where the holder is resident and generally, according to the holder's particular circumstances.\n\n \n\n*U.S. Holder of Common Shares*\n\n \n\nReferences to a “U.S. Holder of common shares” in this section include individuals, corporations, trusts or estates who are holders of Common Shares and who:\n\n \n\n·\nfor purposes of the *Income Tax Act* (Canada) (the “ITA”) and the *Canada-United States Income Tax Convention* (1980), as amended by the protocol signed on July 29, 1997, (the “Treaty”) are residents of the U.S. and have never been residents of Canada;\n\n \n\n \n\n·\nfor purposes of the U.S. Internal Revenue Code of 1986 (the “Code”) are U.S. persons;\n\n \n\n \n\n·\ndeal at arm's length with Genoil for purposes of the ITA;\n\n \n\n \n\n·\nwill hold the Common Shares as capital property for purposes of the ITA;\n\n \n\n \n\n·\nwill hold the Common Shares as capital assets for purposes of the Code;\n\n \n\n \n\n·\ndo not and will not hold the Common Shares in carrying on a business in Canada;\n\n \n\n \n\n·\nwill not perform independent personal services from a fixed base situated in Canada; and\n\n \n\n \n\n·\nare not or will not be subject to special provisions of Canadian or U.S. federal income tax law, including, without limiting the generality of the foregoing, financial institutions, real estate investment trusts, shareholders that have a functional currency other than the U.S. dollar, shareholders that own shares through a partnership or other pass-through entity, shareholders that hold shares as part of a straddle, hedge or conversion transaction, tax-exempt organizations, qualified retirement plans, insurance companies, shareholders who acquired their shares through the exercise of employee stock options or otherwise as compensation and mutual fund companies.\n\n \n\n \n\n25\n\n*Table of Contents*\n\n \n\nThe following summary of Canadian federal and U.S. federal income tax considerations generally applicable to a U.S. Holder of Genoil's Common Shares is based on the following, as at the time of this statement:\n\n \n\n·\nthe ITA and the Income Tax Regulations (Canada) (the “Regulations”);\n\n \n\n \n\n·\npublished proposals to amend the ITA and the Regulations;\n\n \n\n \n\n·\npublished administrative positions and practices of the Canada Customs and Revenue Agency;\n\n \n\n \n\n·\nthe Code;\n\n \n\n \n\n·\nTreasury Regulations;\n\n \n\n \n\n·\npublished Internal Revenue Service (“IRS”) rulings;\n\n \n\n \n\n·\npublished administrative positions of the IRS;\n\n \n\n \n\n·\npublished jurisprudence that is considered applicable; and\n\n \n\n \n\n·\nthe Treaty.\n\n \n\nAll of the foregoing is subject to material or adverse change, on a prospective or retroactive basis, at any time.  The tax laws of the various provinces or territories of Canada and the tax laws of the various state and local jurisdictions of the U.S. are not considered in this summary.\n\n \n\n \n\n26\n\n*Table of Contents*\n\n \n\nThis summary is not exhaustive of all possible income tax consequences.  The following discussion is for general information only and is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of Genoil's Common Shares and no opinion or representation with respect to any such holder or prospective holder with respect to the income tax consequences to any such holder or prospective holder is made.  Accordingly, it is recommended that holders and prospective holders of the Corporation's Common Shares consult their own tax advisors about the Canadian federal and provincial and U.S. federal, state, local, and foreign tax consequences of purchasing, owning and disposing of the Corporation's Common Shares.\n\n \n\n*Canadian Federal Income Tax Consequences*\n\n \n\nDisposition of Common Shares\n\n \n\nProvided that the Common Shares are listed on a “prescribed stock exchange”, which currently includes the TSX Venture Exchange but does not include the OTC Markets, a U.S. Holder of Common Shares will not be subject to tax in Canada under the ITA on capital gains realized on the disposition of such Common Shares unless the shares are “taxable Canadian property.” Such Common Shares will be taxable Canadian property if, in general, at any time during the sixty month period immediately preceding the disposition, 25% or more of Genoil's issued shares of any class (or an option to acquire 25% or more of the issued shares of any class) were owned by such holder, or by such holder and persons with whom such holder did not deal at arm's length.  If the Corporation's shares are taxable Canadian property to a U.S. Holder of Common Shares, 50% of any resulting capital gain realized on the disposition of such shares may be subject to tax in Canada.  However, the Treaty provides that gains realized by a U.S. Holder of Common Shares on the disposition of shares of a Canadian corporation will be exempt from federal tax in Canada unless the value of the Canadian corporation is derived principally from real property situated in Canada.  It is the current position of the Canada Revenue Agency that a U.S. limited liability company is not entitled to the benefits of the Treaty.\n\n \n\nDividend Distributions on Genoil's Shares\n\n \n\nDividends paid on Genoil's Common Shares held by a U.S. Holder of Common Shares will be subject to Canadian non-resident withholding tax.  The Corporation is required to withhold taxes at source.  Under the Treaty, a withholding rate of 5% is applicable to corporations resident in the United States and who are beneficial owners of at least 10% of the voting shares of the Corporation.  Under the Treaty, a withholding rate of 15% is applicable in all other cases.\n\n \n\n*United States Federal Income Tax Consequences*\n\n \n\nThe U.S. federal income tax consequences related to the disposition and ownership of Common Shares, subject to the Foreign Personal Holding Company Rules, Passive Foreign Investment Company and Controlled Foreign Corporation Rules contained in the Code, are generally as follows:\n\n \n\nDisposition of Common Shares\n\n \n\nOn a disposition of Common Shares, a U.S. Holder of Common Shares generally will recognize a gain or loss.  The gain or loss will be equal to the difference between the amount realized on the sale and the U.S. Holder of Common Share's adjusted tax basis in those shares.  Any such gain or loss will be a long-term capital gain or loss if the shareholder has held the shares for more than one year.  Otherwise the gain or loss will be a short-term capital gain or loss.  However, a gain realized on the disposition of Common Shares may be treated as ordinary income if the company was a “collapsible corporation” within the meaning of the Code.  The gain or loss will generally be a U.S. source gain or loss.\n\n \n\nA collapsible corporation is usually formed to give a short-term venture the appearance of a long-term investment in order to portray income as capital gain rather than profit.  Such a corporation is typically formed for the sole purpose of purchasing property and usually dissolved before the property has generated substantial income.  The Internal Revenue Service treats the income earned through a collapsible corporation as ordinary income rather than as capital gain.\n\n \n\n \n\n27\n\n*Table of Contents*\n\n \n\nDividend Distributions on Shares\n\n \n\nDividend distributions (including constructive dividends) paid by Genoil will be required to be included in the income of a U.S. Holder of Common Shares to the extent of the Corporation's current or accumulated earnings and profits (“E&P”) attributable to the distribution without reduction for any Canadian withholding tax withheld from such distributions.  Even if such payment is in fact not converted to U.S. dollars, the amount of any cash distribution paid in Canadian dollars will be equal to the U.S. dollar value of the Canadian dollars on the date of distribution based on the exchange rate on such date.  To the extent distributions the Corporation pays on the Common Shares exceed the Corporation's current or accumulated E&P, they will be treated first as a return of capital up to a shareholder's adjusted tax basis in the shares and then as capital gain from the sale or exchange of the shares.\n\n \n\nDividends paid on the Common Shares generally will not be eligible for the “dividends received” deduction provided to corporations receiving dividends from certain U.S. corporations.  These dividends generally may be subject to backup withholding tax, unless a U.S. Holder of Common Shares furnishes the Corporation with a duly completed and signed Form W-9.  The U.S. Holder of Common Shares will be allowed a refund or a credit equal to any amount withheld under the U.S. backup withholding tax rules against the U.S. Holder of Common Share's U.S. federal income tax liability, provided the shareholder furnishes the required information to the IRS.\n\n \n\nForeign Tax Credit\n\n \n\nA U.S. Holder of Common Shares will generally be entitled to a foreign tax credit or deduction in an amount equal to the Canadian tax withheld.  Dividends paid by Genoil generally will constitute foreign source dividend income and “passive income” for purposes of the foreign tax credit, which could reduce the amount of foreign tax credits available to shareholders.  There are significant and complex limitations that apply to the credit.\n\n \n\nForeign Personal Holding Company Rules\n\n \n\nSpecial U.S. tax rules apply to a shareholder of a foreign personal holding company (“FPHC”).  Genoil would be classified as a FPHC in any taxable year if both of the following tests are satisfied:\n\n \n\n·\nat least 60% of Genoil's gross income consists of “foreign personal holding company income”, which generally includes passive income such as dividends, interest, royalties, gains from shares and commodity transactions and rents; and\n\n \n\n \n\n·\nmore than 50% of the total voting power of all classes of voting shares or the total value of outstanding shares is owned directly or indirectly by five or fewer individuals who are U.S. citizens or residents.\n\n \n\nPassive Foreign Investment Company Rules\n\n \n\nSpecial U.S. tax rules apply to a shareholder of a Passive Foreign Investment Company (“PFIC”).  Genoil could be classified as a PFIC if, after the application of certain “look through” rules, for any taxable year, either:\n\n \n\n·\n75% or more of the Corporation's gross income for the taxable year is “passive income,” which includes interest, dividends and certain rents and royalties; or\n\n \n\n \n\n·\nthe average quarterly percentage, by fair market value of the Corporation's assets that produce or are held for the production of “passive income” is 50% or more of the fair market value of all of its assets.\n\n \n\nTo the extent Genoil owns at least 25% by value of the shares of another corporation, it is treated for purposes of the PFIC tests as owning its proportionate share of the assets of such corporation, and as receiving directly its proportionate share of the income of such corporation.\n\n \n\nDistributions which constitute “excess distributions” from a PFIC and dispositions of Common Shares of a PFIC are subject to the following special rules:\n\n \n\n \n\n·\nthe excess distributions (generally any distributions received by a U.S. Holder of Common Shares on the shares in any taxable year that are greater than 125% of the average annual distributions received by such U.S. Holder of Common Shares in the three preceding taxable years, or the U.S. Holder of Common Share's holding period for the shares, if shorter) or gain would be allocated on a pro rata basis over a U.S. Holder of Common Share's holding period for the shares;\n\n \n\n \n\n \n\n \n\n·\nthe amount allocated to the current taxable year and any taxable year prior to the first taxable year in which the Corporation is a PFIC would be treated as ordinary income in the current taxable year; and\n\n \n\n \n\n \n\n \n\n·\nthe amount allocated to each of the other taxable years would be subject to the highest rate of tax on ordinary income in effect for that year and to an interest charge based on the value of the tax deferred during the period during which the shares are owned.\n\n \n\nU.S. Holders of Common Shares who actually or constructively own shares in a PFIC may be eligible to make certain elections which require them to include income for the PFIC on an annual basis.\n\n \n\n \n\n28\n\n*Table of Contents*\n\n \n\nControlled Foreign Corporation Rules\n\n \n\nGenerally, if more than 50% of the voting power or total value of all classes of Genoil's shares are owned, directly or indirectly, by U.S. shareholders, who individually own 10% or more of the total combined voting power of all classes of the Corporation's shares, the Corporation could be treated as a controlled foreign corporation (“CFC”) under Subpart F of the Code. This classification would require such 10% or greater shareholders to include in income their pro rata shares of its “Subpart F Income,” as defined in the Code. In addition, a gain from the sale or exchange of shares by a U.S. Holder of Common Shares who is or was a 10% or greater shareholder at any time during the five year period ending with the sale or exchange will be deemed ordinary dividend income to the extent that the Corporation's E&P is attributable to the shares sold or exchanged.\n\n \n\nF.*Dividends and paying agents.*****\n\n \n\nNot required as this is an annual report under the *Securities Act*.\n\n \n\nG.*Statement by experts.*\n\n \n\nNot required as this is an annual report under the *Securities Act*.\n\n \n\nH.*Documents on display.*\n\n \n\nNo longer required\n\n \n\nI.*Subsidiary information.*\n\n \n\nGenoil has the following subsidiaries:\n\n \n\n·\nGenoil USA Inc., incorporated in Delaware, United States, which is a wholly owned subsidiary of Genoil.\n\n \n\n \n\n·\nGenoil Emirates LLC, incorporated in the United Arab Emirates, which will focus upon the fields of oil and water processing and treatment in the United Arab Emirates. Emirates LLC is jointly owned by S.B.K. Commercial Business Group LLC and Genoil. As of December 31, 2025, Emirates LLC had not yet commenced operations and holds no assets."}