MagneGas Corporation

MagneGas Corporation Enters Into Definitive Agreements for Financing of $5 Million in Gross Proceeds

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Source: MagneGas Corporation

TAMPA, Fla. -- MagneGas Corporation ('MagneGas' of the 'Company') (MNGA) today announced that it has entered into definitive agreements with an institutional investor for a financing of $5 million in total gross proceeds. Under the terms of the agreements and pursuant to an effective shelf registration statement, MagneGas will issue 3,000,000 shares of its common stock at a per share purchase price of $1. MagneGas will also issue, pursuant to an effective shelf registration statement, 1,060 shares of Series D-1 Convertible Preferred Stock at a per share purchase price of $1,000 convertible into 1,060,000 shares of common stock at a conversion price of $1.00. In addition to these issuances resulting in $4,060,000 in gross proceeds, the Company will issue 940 unregistered shares of Series D-2 Convertible Preferred Stock in a private placement at a per share purchase price of $1,000, convertible into 940,000 shares of common stock at a conversion price of $1.00 for an additional $940,000 in gross proceeds. The transaction also provides for the issuance by the Company of unregistered warrants to purchase up to 5,000,000 shares of common stock of the Company with an initial exercise price of $1.31.

The offering is expected to close on or about Friday, October 24, 2014, subject to the satisfaction of customary closing conditions. A more complete description of the terms and conditions of the financing will be available in the Form 8-K to be filed by the Company with the Securities and Exchange Commission (the 'SEC').

Northland Capital Markets is serving as the exclusive placement agent on the transaction.

MagneGas plans to use $3,000,000 of the net proceeds from the transaction for the acquisition of a regional gas distributor in Florida and the balance of the net proceeds for general corporate purposes, including working capital and potential acquisitions.

The common stock and Series D-1 Convertible Preferred Stock described above are being offered by the Company pursuant to a registration statement on Form S-3 (File No. 333-188661) previously filed and declared effective by the SEC on May 28, 2013. A prospectus supplement related to the offering will be filed with the SEC. The securities may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.

Pursuant to a registration rights agreement, the Company has agreed to file one or more registration statements with the SEC covering the resale of the shares of common stock issuable upon conversion of the Series D-2 Convertible Preferred Stock and upon exercise of the warrants.

Copies of the final prospectus supplement and accompanying base prospectus may be obtained at the SEC's website at www.sec.gov or by contacting Ted Warner at Northland Capital Markets, 45 South Seventh Street, Suite 2000, Minneapolis, MN 55402, by calling 612-851-4906, or by emailing twarner@northlandcapitalmarkets.com.

This press release does not constitute an offer to sell or the solicitation of offers to buy any securities of the Company, and shall not constitute an offer, solicitation or sale of any security in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

To be added to the MagneGas investor email list, please email pcarlson@kcsa.com with MNGA in the subject line.

The MagneGas IR App is now available for free in Apple's App Store for the iPhone or iPad http://bit.ly/AfLYww and at Google Play http://bit.ly/Km2iyk for Android mobile devices.

Northland Capital Markets is the trade name for certain capital markets and investment banking services of Northland Securities, Inc., member FINRA/SIPC.

About MagneGas Corporation

Founded in 2007, Tampa-based MagneGas Corporation (NASDAQ: MNGA) is a technology Company that counts among its inventions, a patented process that converts liquid waste into hydrogen based fuels. The Company currently sells MagneGas® into the metal working market as a replacement to acetylene. It is also selling equipment for the sterilization of bio-contaminated liquid waste for various industrial and agricultural markets. In addition, the Company is developing a variety of ancillary uses for MagneGas® fuels utilizing its high flame temperature for co-combustion of hydrocarbon fuels and other advanced applications. For more information on MagneGas®, please visit the Company's website at www.MagneGas.com.

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