private and confidential -...

PRIVATE AND CONFIDENTIAL

PRIVATE AND CONFIDENTIAL2

Disclaimer: Forward Looking Statements

• This presentation includes forward-looking statements within the meaning of Section 27-A ofthe Securities Act of 1933, and Section 21-E of the Securities Exchange Act of 1934.

• Such statements include declarations regarding the intent, belief, or current expectations ofthe company and its management.

• Prospective investors are cautioned that any such forward-looking statements are notguarantees of future performance, and involve a number of risks and uncertainties that canmaterially affect actual results as identified from time to time in the Company’s Reports.

• Forward looking statements provided herein as of a specified date are not hereby reaffirmedor updated.

Cautionary Statement Regarding Forward-Looking Statements


• Founded in 2007 by world-renowned Harvard and MIT physicist

• MagneGas™ is currently sold as a cost effective, better performing replacement for acetylene in the $5 Billion Metal Working Market

• Proprietary Plasma Arc Flow™ refining system produces the hydrogen-based fuel called MagneGas™ from feedstock (new anti-freeze is the preferred input for metal working fuel)

• MagneGas™ fuel is interchangeable with natural gas, propane and acetylene in the metal working and industrial vehicle markets

• Company holds U.S. patents for MagneGas™ and Plasma Arc Flow™technologies; latest patent issued in 2010

• Over the long term, MagneGas hopes to become, among other things, the world’s premier metal cutting fuel and the permanent replacement for acetylene

3

Company ProfileMagneGas™: A Patented Fuel made from a Patented Process

Dr. Ruggero Santilli, Chairman and Chief Scientist• Former Harvard and MIT Professor of physics and applied mathematics• Nominated for Nobel Prizes in physics and chemistry• Dr. Santilli received numerous DOE grants to research and develop new, chemically unique, clean fuel alternatives;

MagneGas is the end result of this research• Renowned for broadening Quantum Mechanics theory to predict new, clean energies• 2009 winner of the “Gold Prize Mediterraneo” for Science and Technology

Ermanno Santilli, Chief Executive Officer• Recently appointed CEO after founding MagneGas Europe in 2010, overseeing all international business development for

MagneGas• Spent 15 years with Fortune 500 brands such as Club Car, Bobcat, Thermo King and Trans at Ingersoll Rand,• BS from Boston College and MBA from Indiana University

Luisa Ingargiola, Chief Financial Officer• Former Budget and Expense Manager for MetLife, managing $30 MM annual budget• Previously an Investment Advisor for Boston Capital Partners• BA from Boston University, MBA from the University of South Florida

Scott Wainwright, President• Previously founded and served as CEO of a 30-employee real estate investment firm, growing it quickly to profitability• Founded and served as CEO of Future Marketing, Inc., servicing leading auto industry brands

4PRIVATE AND CONFIDENTIAL

Management TeamMagneGas technology developed by Dr. Ruggero Santilli over 30 years of research in clean fuel technology

Marc Cuffaro, Executive VP of Business Development• Has 27 years of experience as a seasoned business developer at AOL, Nextel, and Computer Sciences• Specialized in proprietary application development totaling $200 million in annual revenue.

Jack Armstrong, Executive VP of Strategic Alliances• 20 years of Capital Markets experience at Piper Jaffray, ThinkEquity Partners and Northland Capital Markets.• At Northland, Jack assisted companies in strategy and helped raise an aggregate of over $5 billion during his career.

John Pace, Executive VP of Marketing• Twenty plus year marketing veteran and one of the three Co-Founders of Ideal Image Development Corporation.• Launched Ideal Image's national franchise campaign and set multiple sales records for a first year start-up company.

5PRIVATE AND CONFIDENTIAL

Strengthening Leadership in 2012In April 2012, MagneGas Added Key Leadership to Effectively Execute Their Growth Strategy

New Independent Board Members

Jacques Kerrest, Board of Directors and Audit Committee• Formerly board member of Elephant Talk Communications

(NYSE:ETAK); and CKX, Inc..• Previously served as CFO of NASDAQ listed ActivIdentity

and Virgin Media, as well as NYSE-listed Equant, Inc.,Harte-Hanks, Inc. and Chancellor Broadcasting

Kevin Pollack, Board of Directors and Audit Committee• Managing Director at Paragon Capital, a private investment

firm focused on investing in U.S.-listed companies.• Currently serves as President of Short Hills Capital LLC,

providing a range of advisory services to investors, assetmanagers, institutions and companies

• Previously worked as an investment banker as well as asecurities attorney focused on corporate finance and M&A.


• Electrodes are submerged in liquid waste and electricity is fired between them

• The liquid breaks down to the atomic level, MagneGas TM bubbles to the surface for collection

• The refinery runs quietly, completely sealed environment, emits no odor or noise pollution

• Refinery has small footprint (~200 sq. ft.), mobility and ease of installation

• Patented technology based on over 30 years of scientific research by Dr. Santilli

The patented Plasma Arc Flow™ Refinery gasifies various feedstocks into MagneGas™(Anti-freeze is the preferred input for metal working; the Refinery can also process sewage, sludge)

Plasma Arc Flow TM Refining Systems

MagneGas System


Welders report that MagneGasTM cuts cleaner and faster, produces higher quality cuts with a narrowerkerf1, less slag, no top edge rollover and a smaller heat affected zone. [Source: Welding Journal]

Our Revolutionary Fuel Product

1Definition: the width of the groove made by the torch.

7

• Large End Market Opportunity - Currently produced for the $5 Billion metalworking market, as a replacement for acetylene, from a feedstock of virgin ethylene glycol (automotive antifreeze); Can also be refined from other liquids;

• Cost Effective in Metalworking - Acetylene cylinders are only deemed 80% usable. MagneGas™ cylinders are 100% usable and are sold at a 20%-30% discount to Acetylene;

• Cuts Faster and Burns Hotter - MagneGas™ concentrates heat at the precise point of the cut, creating faster, higher quality cuts than acetylene every time thus improving the performance of equipment and productivity of employees;

• Cuts Cleaner - MagneGas™ can be used indoors with which the Company believes has lower toxicity than Acetylene; actually emits 12.5% oxygen;

MagneGasTM Fuel


1) It’s Less Expensive• Only 80% of Acetylene cylinders usable

– MagneGasTM at 100%• A distribution partner estimates

Acetylene costs have risen 50-60% over the last 5 years1

2) It’s Faster • BTUs directed, not dispersed – target

area heats more quickly3) It’s Cleaner

• Company believes burns cleaner than fossil fuel – actually emits 12.5% oxygen

The “Hottest” Trend in Metal Working

8

MagneGas™ at Work

MagneGas™SpecsFlame temperature: has been independently

tested at over 6,000°F

Attributes Acetylene MagneGas

Slag Significant Little to None

Top Edge Rollover Significant None

Soot Significant None

Noxious/Harmful Fumes Significant Hazard Minimal (yields 12% oxygen)

Pooling if Leaked Significant Hazard None (lighter than air)

Porous Filler / Stabilizer 20% by Volume None

Useable Gas in Cylinder 80% 100%

Note 1: Price increase estimate according to J&M Acetylene Manufacturing Co.

MagneGasTM is a Triple Threat to the $5 Billion Global Acetylene Market


Model: Sell Fuel Retail Direct to FloridaEnd Users for Metal Working

Execution

• Received DOT permit to deliver directto customers within Florida

• Local direct sales at retail prices

• Several large end users alreadycustomers

• Large pipeline of additional customerswaiting

Model: Sell fuel wholesale toRegional Gas Distributors in variousstates

Execution

• Install MagneGas refineries to workas regional filling stations withinexisting fuel distributors

• Partner with distributors – weprovide fuel, they providecustomers and distributionnetworks

• Current partnerships in Florida,Alabama, Louisiana, Michigan, andPennsylvania

MagneGas™Retail

Platform

Domestic Distribution

MagneGas™WholeSalePlatform

Model: Build refineries for exclusiveuse by a single customer, targetinglarge scrap yards and demolitioncompanies.

Execution

• Install mobile MagneGas refinerieson-site at scrap yards or demolitionsites.

• Demand will be instant. Gas will bepumped directly to torches toeliminate need for cylinders.Negotiate metered sale price.

• Any excess capacity not used bythe individual customer would bebottled and sold to other localdistributors or retail customers.

MagneGas™On-Site Platform

Getting our Revolutionary Fuel to Market in Three Ways


LVI Services Inc., one of the nation’s largest demolition companies, announces purchasing of MagneGas for two of its Florida demolition locations and is in discussions for similar projects nationwide. MagneGas™ was chosen after demonstrating to be a faster, safer and cleaner performing metal working fuel than gases currently used by LVI.The Company believes its validation by, and strategic relationship with, LVI will be integral to its future growth in the metal working market.

MagneGas’ Recent Business Catalysts

10

LVI Services Inc. Begins Purchasing from MagneGas

“…there is no other gas on the planet that can cut some of these very large castings, we have found that only MagneGas can," - Project Manager at LVI

MagneGas has completed over 18 months of extensive testing with GM and its union representatives.GM is currently using the fuel at their training facility in Grand Blanc and is considering eliminating acetylene and propane in favor of MagneGas for metal working and forklift fuel.

General Motors Concludes Testing and Begins Purchasing

MagneGas

“We are always in pursuit of technologies that enhance quality and efficiency while also performing well on a holistic business case. In its current state, this technology does just that. We're working closely with MagneGas to discuss

possible future applications with potential to reduce our environmental impact.” - Manager of waste-reduction efforts at GM


MagneGas’ Recent Business Catalysts

11

"After extensive testing, we determined MagneGas™ exceeded our expectations with its superior metal cutting properties, reduced secondary smoke while also increasing our savings on operating costs.”-

RJ Torching President

Military Contract Potential through Edison Welding Supply Testing

Edison Welding Supply is currently testing MagneGas for the U.S. Navy in theuntapped pacific NW market.The Company recently received verbal notice it has made the next round of testing.

RJ Torching, Inc. To Place MagneGas Refinery On-Site

RJ Torching entered into an agreement with the Company to provide MagneGas™fuel for metal cutting exclusively at recycling facilities in Flint, MI.New business model will include installation of a MagneGas refinery on-site and gaswill be pumped directly to torches reducing up front costs and ramping up productionat a much higher rate do to instant demand and usage.

Expansion to Latin America with $2.7 MM Purchase Order for

300Kw Refinery from Clear Sky Energy of Mexico

MagneGas has sold a 300Kw unit for $2.7 MM, with an option to purchase anadditional 5 refineries. MNGA will receive a 5% royalty from all related grossrevenues.Clear Sky will install the refinery at its Monterrey, Mexico facility and serve as theexclusive distributor for MNGA in Mexico, and non-exclusive distributor in LatinAmerica.

"We are impressed with the fuel's ability to cut metal effectively, quickly and in an environmentally friendly way and look forward to working with the company to expand its international customer

base.“ – President of Clear Sky Energy

Drastically increase the amount of refineries and cylinders in rotation in the U.S. market to fulfill current and future

demand increases

Greatly expand sales efforts and strengthen influential relationships with key customers and distributors in order

to develop additional strategic partnerships

Gain significant market share in the multi-billion dollar metal working fuel market, displacing acetylene, propane

and natural gas

Global media campaign through IR firm KCSA to increase brand awareness of MagneGas as the world’s preferred

metal working fuel

Leverage academic ties to further validate and improve proprietary technology


MagneGas Growth Strategy

12

Management’s Goal is to Make MagneGas the

World’s Preferred Metal Working Fuel

MagneGas’ Strategic Initiatives are Underway


MagneGas’ Recent Financing Developments

13

Shipped 300 Kw refinery to Detroit, increasing production capacity by 100%.Added 2,000 cylinders for distribution across the U.S., a 400% increase in the total amount in rotation.Leased operating space and began production and sale to distributors in MI.

$3.1 MM Financing Closed in November 2011

MagneGas has executed well off it’s recent financings, creating a significant increase in production capacity and adding 5,000 cylinders available for rotation while solidifying its management team

Finalizing construction of 5th refinery, and began fabrication of three new mobile refineries. Designed a new, more mobile version, of the 300Kw Refinery to be used for future units.Added 3,000 additional cylinders for distribution across the U.S.,Hired 3 key executives to solidify growth platform with additions in sales, business development and operations.Increased capacity for ramped up fabrication.

$3.9 MM Financing Closed in April 2012

MagneGas™ is Creating Value with Recent Financings

* Raised $5.9 MM in August 2012 with proceeds going towards working capital and expansion in metal cutting market


1Source: IbisWorld, Company Estimates2Assumes production at full capacity3Source: U.S. Natural Gas Vehicle Market, Clean Energy

Metal-Working Market – Immediate • Estimated $5.0 billion global market size ($1.5 billion U.S. market)1,

• The existing fuels emit highly toxic emissions • Limited regulatory barriers to entry, sales underway ($7 unit cost2, $24

sale price)• Significantly cheaper than acetylene; 1 cylinder of acetylene is selling

for $35 to $50 compared to $20 - $35 per cylinder for MagneGas™

Industrial Vehicles Market – Medium Term• Estimated $2 billion market, and growing3

• Company believes MagneGas™ exceeds all EPA standards and actually emits substantial oxygen

• Vehicles already in service at Company HQ

MagneGas™ Initially Targeting Fuel Sales in Two Sizeable Markets

MagneGas Fuel Target Markets

Growing Multi-National Customer Base

“Not only is MagneGas™ cost competitive, it is a greener alternative than what we are currently using for metal working and it has exceeded our expectations in terms of its metal cutting performance. Our commitment to the environment made the decision to

switch to MagneGas the right choice for us.“ – GM of OneSteel’s U.S. Operations


MagneGas™ has a Growing Client List of Top Tier Metal Working Companies and Gas Distributors with both Domestic and International Focus


Economics of 300Kw Wholesale Refinery

As MagneGas gains market share, management believes both demand and sale price

will continue to rise while many operating expenses

will be reduced from economies of scale

These results are based on what management believes are conservative pricing and cost

assumptions

Assumed 300Kw Wholesale Refinery Performance at 85.0% Capacity

MONTHLY ANNUAL

Gas Sales Revenue $153,000 $1,836,000Direct Cost of Manufacturing $53,363 $640,360

Gross Profit $99,637 $1,195,640Gross Margin 65.1% 65.1%

Net Income 67,078.33 804,940.00$ Net Margin 43.8% 43.8%

Cylinder Cost and Production at 85.0% CapacityTotal Direct Cost / Cylinder $6.98 Cylinders Produced and Sold Annually 91,800Note: Assumes $20 / cylinder sale price at full capacity of refinery, based on management estimates

Scrap Yards – The RJ Torching Model

"After extensive testing, we determined MagneGas™ exceeded our expectations

with its superior metal cutting properties, reduced secondary smoke while also increasing our savings on operating

costs."- RJ Torching President

• Sizeable Market – The Company estimates there are 8900 scrap yardsin the U.S., 10% of which use more than $1 MM in cutting fuel every year.

• On-Site Refinery Creates Improves Bottom Line – Large Scrapyards like RJ Torching see the value in placing a MagneGas refinery onsite:

• Reduction in Downtime Between Cylinders• Faster and More Efficient Cutting• Less Time Between Cutting and Handling• Need for Waste Removal Addressed• Minimizes EPA Fine Risk from Emissions

• MagneGas Retains Ownership of Machines – Machines connecteddirectly to torches have the same capacity yet use far fewer cylinders andrequire less overhead, improving both ROI and margins for MagneGas.

A 10% share of the targeted scrap yard market (1% overall) creates revenue opportunity of over $89 MM annually

Total Estimated U.S. Scrap Yards 8,900

Target Market

Scrap Yards using >$1MM in Cutting Fuel 890

MagneGas Penetration of $1MM+ Market 10%

Minimum Implied Revenue ($MM) $89.0

Annual Scrap Yard Revenue Opportunity


MagneGas™ has a Significant Opportunity in the Domestic Scrap Yard Business


Plasma Arc Flow™ Refinery units come in a range of sizes and through-put capacities and are built to fit flatbed trailers

allowing for simple transportation and a small installed footprint

MagneGas Refineries – International Markets

MagneGas recently announced a purchase agreement for a single refinery with an option for five more at an initial sale price of $2.7 MM.

Note: Assumes $30 / cylinder sale price internationally

Sale Price for a Single 300Kw Refinery $2,700,000

Est. Fabrication and Set-Up Cost $750,000

Gross Royalty (%) 5%

Annual Royalty per Refinery at Capacity $137,700

MagneGas Refinery Sale Summary

Equipment Sales – International Focus on Selling Refineries and Receiving Royalties on Gas Sales


August 14, 2012

Basic Common Stock Issued and Outstanding 19,827,939Class A Preferred Shares Outstanding ($.001 Par Value; No Coupon; Voting Rights)

1,000,000

Stock Options (@ $1.50) (employee owned, vesting) 2,910,000

Stock Warrants (@$2.50) 15,000

Stock Warrants (@$3.00) (November 2011 PIPE Investors) 1,980,438

Stock Warrants (@$4.00) (March 2012 PIPE Investors) 1,067,689

19

MagneGas Recently Executed a Reverse Stock Split of 10:1Note: 9,982,101 Shares held by insiders are subject to a 90 day lock-up period after the effective date of the prospectus.

Public Float Roughly 42.3% (excluding warrants and options)

Capital Structure


Balance Sheet

MagneGas has a clean balance sheet with zero debt

MagneGas Balance Sheet Summary for Years Ending, June 30,2012

December 31, 2011

ASSETSCash and equivalents $2,022,713 $1,429,412Total current assets $2,945,536 $2,107,954

TOTAL ASSETS $8,108,564 $6,191,737LIABILITIES AND STOCKHOLDERS EQUITY

Total current liabilities $949,546 $966,822TOTAL LIABILITIES $949,546 $966,822

Total stockholders' equity $7,159,018 $5,224,915TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $8,108,564 $6,191,737


Patented, Sustainable, Disruptive Technology

and Fuel Source

•Chairman and Chief Scientist Dr. Santilli nominated for Nobel Prizes in Physics and Chemistry; former Harvard and MIT professor who developed MagneGas technology over 30+ years of research

•Chairman and Chief Scientist Dr. Santilli nominated for Nobel Prizes in Physics and Chemistry; former Harvard and MIT professor who developed MagneGas technology over 30+ years of research

World Class Technology Team

•Disruptive technology set to displace current fuel gases such as acetylene and propane in $5 billion metal cutting industry

•Disruptive technology set to displace current fuel gases such as acetylene and propane in $5 billion metal cutting industry

Immediate Commercial Applications

•The Company earns revenue from clean fuel sales (domestic) and big-ticket sales of equipment and royalties (international)

•The Company earns revenue from clean fuel sales (domestic) and big-ticket sales of equipment and royalties (international)

Multiple Revenue Channels

Rapid Growth Potential •MagneGas expects to grow revenue through rapid growth in production and sales of MagneGas in the acetylene and forklift truck markets

•MagneGas expects to grow revenue through rapid growth in production and sales of MagneGas in the acetylene and forklift truck markets

•Patented technology recycles anti-freeze (and other feedstock), producing a patented hydrogen-based fuel called MagneGas

•Patented technology recycles anti-freeze (and other feedstock), producing a patented hydrogen-based fuel called MagneGas

Investment Highlights


CONTACTLuisa Ingargiola, CFO

MagneGas Corporation727-934-3448

[email protected]

COMPANY INFORMATION150 Rainville Road

Tarpon Springs, FL 34689www.magnegas.com

Contact

private and confidential -...

Documents