Empire Industries Ltd.
TSX VENTURE : EIL

Empire Industries Ltd.
Tornado Technologies Inc.
TSX VENTURE : TDO

Tornado Technologies Inc.

November 16, 2007 09:00 ET

Empire Industries Ltd. and Tornado Technologies Inc. Jointly Announce Tornado Shareholder Approval for Empire to Acquire Tornado

CALGARY, ALBERTA--(Marketwire - Nov. 16, 2007) - Empire Industries Ltd. ("Empire") (TSX VENTURE:EIL), one of Western Canada's fastest growing steel fabrication and construction service providers and Tornado Technologies Inc. ("Tornado") (TSX VENTURE:TDO), are pleased to jointly announce that Tornado received shareholder approval yesterday for the previously announced amalgamation pursuant to which Empire will acquire all of the issued and outstanding common shares of Tornado on the basis of 2.09 common shares of Empire for each outstanding common share of Tornado (the "Transaction"). Shareholders of Tornado voted in excess of 99% in favour of the Transaction. The Transaction is anticipated to become effective on November 30, 2007.

Highlights of the Acquisition:

- Proforma revenue for the six months ending June 30, 2007 of $79 million

- Proforma EBITDA for the six months ending June 30, 2007 of $5.2 million

- Proforma total assets at June 30, 2007 of $115 million

- Proforma shareholders' equity at June 30, 2007 of $39.5 million ($0.45 per share)

- Combined employees of approximately 800

- Share exchange ratio of 2.09 will result in approximately 31 million Empire common shares being issued to Tornado shareholders, bringing the total number of Empire shares issued and outstanding to approximately 88.6 million. (June 30, 2007 proforma)

- Targeted three key areas to generate incremental earnings as a consequence of the acquisition;

-- reduction in public company expenses,

-- improvement in Alberta marketing and sales program and

-- increased manufacturing capacity for producing Tornado hydrovac units at Empire's equipment manufacturing subsidiary.

- Empire has a strategic mandate to focus its business on three core product areas;

-- steel fabrication (structural, plate and pipe),

-- steel construction and maintenance services and

-- industrial equipment manufacturing targeted for the western Canadian market place.

- The acquisition of Tornado greatly enhances Empire's plate steel fabrication capability as well as its industrial equipment manufacturing capability

"Empire is pleased to join these two high quality businesses together as one public company. The Transaction increases our Alberta steel fabrication capacity concurrent with strengthening our balance sheet. Moreover, we have identified specific synergistic benefits that we will begin taking advantage of as soon as the Transaction is completed." said Guy Nelson, CEO of Empire.

"Tornado is excited about joining forces with Empire. Empire's mix of business immediately extends Tornado's operations and sales opportunities across Western Canada. This Transaction provides the combined company with the scale and breadth of product offering needed to take advantage of the tremendous opportunities both companies have in Western Canada," stated Bill Rollins, CEO of Tornado.

About Empire Industries Ltd.

Empire Industries Ltd. ("Empire") is a public company that was formed in July 2006. Its founding subsidiary, Empire Iron Works Ltd. was founded in 1958. Empire is one of Western Canada's fastest growing steel fabrication and construction service providers. Empire's mission is to increase shareholder value by adding value to steel. Empire realizes its mission by growing profits organically and through strategic acquisitions in the burgeoning industrial, commercial and institutional construction marketplace of Western Canada. Empire trades on the TSX Venture Exchange under the trading symbol EIL.

About Tornado Technologies Inc.

Tornado Technologies Inc. ("Tornado") has been in operation since 1985 and went public in 1997. Tornado designs, fabricates and sells a range of products and custom steel fabrications for the oil and gas industry. It manufactures three primary product lines; combustion equipment (including flares, incinerators, pilots and ignition systems, flame & detonation arrestors), production equipment (knock-out tanks, production tanks, metering skids, dehydrators, treaters and line-heaters) and truck mounted equipment (hydrovac and vacuum trucks). Tornado changed its name from Petro Field Industries Inc. effective April 17, 2007. Tornado has three fabrication plants in Alberta (Calgary, Stettler and Gadsby) and one in Houston, Texas. Tornado trades on the TSX Venture Exchange under the trading symbol TDO.

This press release contains forward-looking statements, within the meaning of applicable securities legislation, concerning Empire's and Tornado's business and affairs. These statements are identifiable by their use of verbs such as "expect", as well as by the use of future or conditional tenses. These forward looking statements are based on current expectations, and are naturally subject to uncertainty and changes in circumstances that may cause actual results to differ materially. Readers are cautioned not to place undue reliance on such forward-looking statements. Empire and Tornado assume no obligation to revise or update these forward-looking statements to reflect the occurrence of unanticipated future events, except as may be required under applicable securities laws. EBITDA is a non-GAAP measure, defined as earnings before interest and bank charges, income taxes, depreciation and amortization.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information