Megola Inc. Shareholder Exchange Offer Sees Strong Participation Level

* Reuters is not responsible for the content in this press release.

Fri Jun 26, 2009 2:00pm EDT

  POINT EDWARD, ON, Jun 26 (MARKET WIRE) -- 
Megola Inc. (PINKSHEETS: MGOA) announces that it has received the results
of the offer to exchange Company's Common Stock for shares of the
Company's Series A Convertible Preferred Stock.

    Records from Megola's transfer agent are as follows:

    In total, 47,553,857 Common Shares were tendered for exchange (58.7%). As
of April 24, 2009 there were 80,986,029 outstanding.

    There are now 33,432,172 common shares outstanding, with 29,070,321 common
shares in the float when restricted stock is accounted for.

    "We are pleased with the extremely positive response to the Company's
exchange offer. As was stated at the time the offer was announced, the
Board feels that with the significant changes in the Company's product
holdings and our future growth potential, it was a necessary move to begin
the task of restructuring the Company's capital structure and work to
establish a common share price that is more reflective of the Company's
current position. While 100% participation was neither expected for those
who have a cost per share higher than 20 cents, nor feasible in the case
of those holding less than the minimum required for exchange, we are
nonetheless encouraged to see how many shareholders believe in the long
term potential of Megola," commented Joel Gardner, C.E.O. of Megola Inc.

    About the Offer

    The purpose of this exchange offer was to exchange any and all of the
company's outstanding common stock for Series A Convertible Preferred
Stock. The exchange offer was made as part of a plan to reduce the number
of issued and outstanding shares of common stock available that trade on
the open market.

    The Exchange Offer consisted of an offer to exchange Common Stock for
shares of a newly created Series A Convertible Preferred Stock, priced at
five dollars ($5.00) per share. The company completed the exchange based
upon the Common Stock value of $0.20 per share, resulting in one (1)
preferred share being issued for every twenty-five (25) common shares
exchanged by a shareholder.

    The holders of Series A Convertible Preferred Stock shall have one hundred
(100) votes for each full share Series A Convertible Preferred Stock. In
addition, holders have the right to convert the Series A Convertible
Preferred Stock into Common Stock beginning May 29, 2010.

    Holders of the Series A Convertible Preferred Stock have also been given
Warrants, whereby a Preferred Shareholder may purchase up to ten (10)
common shares for every one (1) Series A Convertible Preferred Stock they
hold at a price of forty-five cents ($0.45) per share. These Warrants can
be exercised until May 29, 2011. These Warrants can only be exercised if
the shareholder is still a holder of the Series A Convertible Preferred
Stock.

    For more detailed information about the Company please visit Megola's
website at http://www.megola.com

    The matters set forth in this press release are forward-looking statements
within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
are subject to risks and uncertainties that may cause actual results to
differ materially. These risks are detailed from time to time in the
company's periodic reports filed with the Securities and Exchange
Commission including the company's Annual Report, Quarterly Reports and
other periodic filings. These forward-looking statements speak only as of
the date hereof. The company disclaims any intent or obligation to update
these forward-looking statements.

    

Contact:
Megola Inc.
Daniel Gardner
1 888 558 6389 x 25 (M-F 9am-4pm EDT)
1 519 336 0628 x 25 (M-F 9am-4pm EDT)
IRinfo@megola.com

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