Empire Industries Ltd.
TSX VENTURE : EIL

Empire Industries Ltd.

September 01, 2010 18:53 ET

Empire Industries Announces Proposed Private Placement, Stock Option Grants

WINNIPEG, MANITOBA--(Marketwire - Sept. 1, 2010) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Empire Industries Ltd. (TSX VENTURE:EIL) today announced that it intends to complete a non-brokered private placement of a minimum of 3,571,428 Units and a maximum of 10,714,285 Units at a price of $0.07 per Unit for gross proceeds of a minimum of $250,000 and a maximum of $750,000. Each Unit will consist of one common share, one-half of one Warrant A, and one-half of one Warrant B. Each whole Warrant A will entitle the holder to purchase one additional common share at a price of $0.10 per share for a period of 12 months from the closing of the offering. Each whole Warrant B will entitle the holder to purchase one additional common share at a price of $0.125 per share for a period of 24 months from the closing of the offering.

Proceeds from the offering will be used for working capital purposes. Completion of the offering is subject to TSXV approval.

Certain insiders of the Company, as well as accredited investors, may participate in the offering. All securities issued under the offering will be subject to a four-month statutory or contractual hold period.

Incentive Stock Option Grants

The Company also announced that it has granted 1,550,000 incentive stock options to its independent directors and senior managers under the terms of its Stock Option Plan. The options have been granted for a seven year term, vesting immediately, at an exercise price of $0.09. These grants are subject to TSXV approval.

About Empire Industries Ltd.

Empire Industries Ltd. is based primarily in western Canada, and operates in two market segments: Specialized Engineered Product Manufacturing and Steel Fabrication. It also participates in a strategic partnership in the industrial maintenance services sector through its equity stake in ACE Industrial Services, based in Fort McMurray. The Company's business operations are focused on the infrastructure, commercial and industrial construction marketplace of western Canada and select niche markets internationally. Empire's common shares are listed on the TSX Venture Exchange under the symbol EIL.

Caution Concerning Forward-Looking Statements

This news release contains forward-looking statements, within the meaning of applicable securities legislation, concerning Empire's business and affairs, including the anticipated use of proceeds of the proposed private placement, the terms of the proposed private placement, and the participation by insiders and accredited investors in the proposed private placement. 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''. 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 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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