Greenshift Corporation (GERS)

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May 1, 2007 - 8:16 AM EDT
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GreenShift Provides Update on Restructuring

GreenShift Corporation (OTC Bulletin Board: GSHF) today provided its shareholders with an update regarding the Company’s planned merger with GS CleanTech Corporation (OTC Bulletin Board: GSCT) and GS Carbon Corporation (OTC Bulletin Board: GSCR).

GreenShift previously announced its execution of an agreement to merge GreenShift, GS CleanTech and GS Carbon pursuant to which holders of GS CleanTech common stock were to receive 1 share of GreenShift common stock for each 3 shares owned in GS CleanTech and holders of GS Carbon common stock were to receive 1 share of GreenShift common stock for each 3 shares owned in GS Carbon.

The Company is still reviewing the mechanics and the associated legal, accounting and tax issues associated with changing the structure of its planned reorganization, but it has determined that the GS Carbon component of the previously planned merger will be cancelled.

The Company intends to explore options for GS Carbon to immediately complete a transaction that would include: (1) the transfer GS Carbon’s current investments, intellectual properties and R&D operating subsidiaries to GS CleanTech followed by (2) the reverse acquisition by GS Carbon of a qualified mature business with current revenues, earnings and assets from outside of GreenShift. This reverse acquisition would be designed to have the effect of transferring the majority of the ownership of the GS Carbon public company to the owners of the third party acquisition target. Discussions with a qualified candidate for this reverse acquisition have been initiated and additional updates are expected shortly.

“One of the goals of our planned reorganization is to reduce overhead while we rationalize our corporate structure,” said Kevin Kreisler, GreenShift’s chairman and chief executive officer and the chairman of GS CleanTech and GS Carbon. “Transferring ownership of GS Carbon’s current holdings to GS CleanTech and then assisting GS Carbon in its completion of a material acquisition away from GreenShift is better for all parties involved. It is a simpler and more cost-effective structure as compared to merging GS Carbon into GreenShift.”

The Company is still evaluating the mechanics the GreenShift – GS CleanTech transaction, but it has also determined that Kevin Kreisler’s majority stake in the combined company will be reduced to about 60%. This amount will be subject to an additional 10% reduction in the event that GreenShift and its various companies fail to generate and/or execute agreements for $50 million in new sales on or before December 31, 2007.

Kreisler added: “We have an exceptional team at each of our operating groups and I have a great deal of confidence in their ability to execute their respective models. We have completed two acquisitions this year that equate to more than $7 million in new sales, we have recently executed orders that correspond to about $12 million in new sales, and our sales pipeline for new technology-driven equipment sales includes well in excess of $100 million in new sales. These are important developments for us and I have every belief that we will continue to produce more of the same, but we also believe that the significance of these results will not be clear until we rationalize our capital structure to reduce expenses, eliminate debt, stimulate increased cash flows and provide our various stakeholders with increased transparency.”

The Company believes that rationalization of its capital structure is necessary and strategic for several reasons, including:

* the reduction of operational overlap and redundancies,
* the promotion of a unified vision among our employees,
* the reduction of confusion to third parties such as customers, vendors, creditors, shareholders and other stakeholders,
* the reduction of the focus, capital, and other resources required to administer multiple public entities as a result of the decreased complexity, and
* increasing the ability of our management to focus on enhancing earnings, strengthening our consolidated balance sheet, and creating value for our shareholders.

Conference Call

GreenShift intends to hold a shareholder conference call shortly after disclosing the revised structure for the GreenShift – GS CleanTech – GS Carbon reorganization to provide an opportunity for shareholders of all three companies to ask additional questions on this transaction.

About GreenShift Corporation

GreenShift Corporation develops and supports clean technologies and companies that facilitate the efficient use of natural resources. GreenShift’s ambition is to catalyze the rapid realization of disruptive environmental gains by creating valuable opportunities for a great many people and companies to use resources more efficiently and to be more profitable. Additional information on GreenShift is available online at www.greenshift.com.

Safe Harbor Statement

This press release contains statements that may constitute "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of GreenShift Corporation, and members of their management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-statements include fluctuation of operating results, the ability to compete successfully and the ability to complete before-mentioned transactions. The company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.

GreenShift Corporation
212-994-5374
Fax: [phone]
[e-mail]
www.greenshift.com
Investor Relations:
CEOcast, Inc.
Andrew Hellman, 212-732-4300
or
Public Relations:
Walek & Associates
Deborah McCandless, 212-590-0523
Fax: [phone]
[e-mail]
www.walek.com

Source: Business Wire (May 1, 2007 - 8:16 AM EDT)