GreenShift to Merge With GS CleanTech and GS Carbon

NEW YORK--(BUSINESS WIRE)--GreenShift Corporation (OTC Bulletin Board: GSHF) today announced its execution of an agreement to merge with GS CleanTech Corporation (OTC Bulletin Board: GSCT) and GS Carbon Corporation (OTC Bulletin Board: GSCR).

Under the terms of the merger agreement, holders of GS CleanTech common stock will receive 1 share of GreenShift common stock for each 3 shares owned in GS CleanTech, and holders of GS Carbon common stock will receive 1 share of GreenShift common stock for each 3 shares owned in GS Carbon. This corresponds to a total of about 110,000,000 new shares of GreenShift common stock that will be issued to the holders of GS CleanTech and 30,000,000 shares to the holders of GS Carbon. The exchange ratios were set in an attempt to maintain the dollar value of the respective shareholder holdings based on current market prices. The merger is subject to the approval of GS CleanTech’s and GS Carbon’s shareholders. GreenShift expects the filings for the merger to be made during the second quarter 2007 and expects the merger to be completed during 2007.

After the completion of this merger, and the pending merger transaction between GreenShift’s majority owned GS AgriFuels Corporation and GS Energy Corporation subsidiaries, GreenShift will have two majority-owned public subsidiaries, GS AgriFuels Corporation and GS EnviroServices Corporation (f/k/a TDS (Telemedicine), Inc.), a wholly-owned process engineering and technology transfer subsidiary (GS CleanTech), a wholly-owned clean technology research and development subsidiary (GS Carbon), and a number of minority held investments.

GreenShift’s majority-held companies are currently generating in excess of $30 million in sales and hold over 30 patents and pending patents for clean technologies that have wide and potentially disruptive application potential, including GS CleanTech’s patent-pending corn oil extraction technology and GS Carbon’s patent-pending ultrasonic reformation technology.

GS CleanTech recently executed several agreements to deploy a number of its corn oil extraction systems on-site at ethanol facilities to extract corn oil from an ethanol co-product for conversion into biodiesel. In total, GS CleanTech’s current executed contracts will produce more than 25 million gallons of corn oil for conversion into biodiesel fuel as the relevant systems are fully installed during 2007 and 2008. GS CleanTech is currently deploying several of these extraction systems and expects to commission the first of these systems this month. GS CleanTech also expects to enter into additional agreements this year corresponding to significantly more production of corn oil.

GreenShift believes that the merger with GS CleanTech and GS Carbon will be strategic for several reasons, including: (a) the reduction of operational sub-optimization, (b) the reduction of confusion amongst each company’s employees, customers, vendors, creditors, shareholders and other stakeholders, (c) the reduction of the resources and focus required to administer multiple public entities, and (d) merging can be expected to enhance liquidity, which can be material to future development activities.

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.

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.