TARPON SPRINGS, Fla., March 29, 2012 /PRNewswire/ -- MagneGas Corporation ("MagneGas" or the "Company") (OTC BB: MNGA), the producer of a technology that converts liquid waste into a hydrogen-based metal working fuel and natural gas alternative, announced today that it has entered into a definitive agreement with investors to sell in a private placement an aggregate 19,412,500 shares of its common stock and warrants to purchase 9,706,250 shares of its common stock at a purchase price of $0.20 per unit, resulting in gross proceeds to the Company of approximately $3,882,500.00, before deducting placement agent fees and other offering expenses. The warrants are exercisable at an exercise price of $0.40 per share and expire five years from the initial closing date. Pursuant to the terms of the definitive agreement, the Company expects to conduct two closings with parties to the definitive agreement. The initial closing is expected to take place on Thursday, March 29, 2012 and the second closing is expected to take place on Monday, April 2, 2012. Proceeds from the private placement will be used primarily to launch in full to the national metal working market by installing refinery filling stations, wholly owned and operated by MagneGas Corporation, and to significantly expand the Company's fuel cylinder inventory to fill more and larger orders. Northland Capital Markets acted as the exclusive placement agent for the transaction. Northland Capital Markets is the trade name for certain capital markets and investment banking activities of Northland Securities, Inc., member FINRA/SIPC. The offer and sale of the shares have not been registered under the Securities Act of 1933, as amended, ("Securities Act") and the shares may not be offered or sold in the United States absent registration under such act and applicable state securities laws or an applicable exemption from those registration requirements. MagneGas has agreed to file a registration statement covering the resale of the common stock issued in the private placement. This notice is being issued pursuant to and in accordance with Rule 135(c) under the Securities Act and shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. About MagneGas Corporation ( www.magnegas.com) Founded in 2007, Tampa-based MagneGas Corporation (OTC BB: MNGA) is the producer of MagneGas ™, a natural gas alternative and metal working fuel that can be made from industrial, municipal, agricultural and military liquid wastes following the receipt of appropriate governmental permits. The Company's patented Plasma Arc Flow ™ process gasifies liquid waste, creating a clean burning hydrogen based fuel that is essentially interchangeable with natural gas, but with lower green house gas emissions. MagneGas ™ can be used for metal working, cooking, heating, powering bi fuel automobiles and more. About Northland Capital Markets Northland Capital Markets is a full-service capital markets group focused on growth companies and their institutional and accredited investors. Our investment banking services include public offerings of equity and convertible securities, PIPEs and Registered Direct offerings, private placements of equity and debt securities, and M&A advisory services. Our research group provides in depth research for leading small and mid-cap companies in growth sectors of the economy. We have industry sector expertise in Clean Technology, Consumer, Healthcare, Financial Services, Industrials, Metals and Mining, Oil and Gas, and Technology. Additionally, our institutional sales and trading group provides active market making and trading support for our institutional investors in our targeted sectors and coverage companies. Northland Capital Markets is the trade name for certain capital markets and investment banking services of Northland Securities, Inc., member FINRA/SIPC.