Empire Industries Ltd.
TSX VENTURE : EIL

Empire Industries Ltd.

September 21, 2016 17:16 ET

Empire Industries Announces Exchange Approval of Amendments to Exercise Price of Warrants and Conversion Price of Convertible Debenture

WINNIPEG, MANITOBA--(Marketwired - Sept. 21, 2016) - Empire Industries Ltd. ("Empire") (TSX VENTURE:EIL) is pleased to announce that, further to disclosure contained in the Management Information Circular dated May 20, 2016 prepared in connection with the successful completion of the spin-out (the "Spin-Out") of Empire's hydrovac business ("Hydrovac Business") pursuant to a plan of arrangement (the "Arrangement") and further described in the news release dated June 28, 2016, the TSX Venture Exchange has formally approved the amendment to the exercise price of Empire's outstanding Warrants (as defined below) and the conversion price of Empire's outstanding Convertible Debenture (as defined below). A news release describing the initial issuance of the Warrants was released on May 15, 2013 and an Exchange Bulletin describing the initial issuance of the Convertible Debenture was released on January 3, 2012.

Warrants

Immediately prior to the effective time of the Arrangement, Empire had 27,700,000 warrants (the "Warrants") issued and outstanding with an exercise price of $0.10 per share. At the effective time of the Arrangement, the Warrants were amended to reflect the 4-for-1 share consolidation under the Arrangement and the reduction in the value of Empire's shareholders' equity as a result of the Spin-Out of the Hydrovac Business. As a result of the amendment that has been approved by the TSX Venture Exchange, Empire now has an aggregate of 6,925,000 Warrants issued and outstanding which may be exercised at price per share of $0.272 at any time until 4:30 p.m. (Winnipeg time) on July 10, 2018.

Convertible Debenture

Immediately prior to the effective time of the Arrangement, Empire had $450,000 principal amount of convertible debentures (the "Convertible Debenture") outstanding with a conversion price of $0.10 per share. At the effective time of the Arrangement, the Convertible Debenture was also amended to reflect the 4-for-1 share consolidation under the Arrangement and the reduction in the value of Empire's shareholders' equity as a result of the Spin-Out of the Hydrovac Business. As a result of the amendment that has been approved by the TSX Venture Exchange, the outstanding $450,000 principal amount of the Convertible Debenture is now convertible at $0.272 per share at any time until maturity of the Convertible Debenture on December 29, 2016.

For further information on: (i) the amendments to the exercise price of the Warrants and the conversion price of the Convertible Debenture, please refer to the Management Information Circular dated May 20, 2016; and (2) the reduction in the value of Empire's shareholders' equity as a result of the Spin-Out of the Hydrovac Business, please refer to Empire's Consolidated Financial Statements for the 3 and 6 month periods ended June 30, 2016 and related Management's Discussion and Analysis, each of which are available on Empire's SEDAR profile.

About Empire Industries Ltd.

Empire Industries Ltd. manufactures specialized engineered products and sells these products domestically and in select international export markets. The company develops; designs and engineers products for the rapidly growing, global, media based attractions market and also uses these globally competitive competencies in the optical telescope market. The company also provides steel fabrication & installation services, primarily to the industrial, commercial and infrastructure market in Western Canada. The company has two key strategic equity partnerships; a 49% ownership of ACE Industrial Services that operates in the oil sands industrial maintenance services market, and a 45% ownership of a Chinese joint venture company in the steel fabrication market in Asia. Empire's common shares are listed on the TSX Venture Exchange under the symbol EIL.

Advisory

This news release contains forward‐looking statements, within the meaning of applicable securities legislation, concerning Empire's business and affairs. In certain cases, forward‐looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or similar expressions and includes suggestions of future outcomes. 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. Forward‐looking information is provided as of the date of this press release, and Empire assumes no obligation to update or revise them to reflect new events or circumstances, except as may be required under applicable securities laws. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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