Empire Industries Ltd.
TSX VENTURE : EIL

Empire Industries Ltd.

May 31, 2011 16:54 ET

Empire Industries Closes Private Placement

WINNIPEG, MANITOBA--(Marketwire - May 31, 2011) -

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

Empire Industries Ltd. ("Empire" or the "Company") (TSX VENTURE:EIL) is pleased to announce that it closed the previously announced private placement of Units for aggregate gross proceeds of $2,100,000. The proceeds from the financing will be used for working capital purposes for Empire's North American activities.

The Private Placement placed a total of 42,000,000 Units at a price of $0.05 per Unit with each Unit consisting of one (1) Common Share in the capital of the Company ("Common Share") and one Common Share Purchase Warrant ("Warrant"). Each whole Warrant entitles the holder to purchase one (1) Common Share of the Company at an exercise price of $0.10 until expiry on May 31, 2013. The Common Shares, Warrants and Common Shares issuable upon exercise of the Warrants are subject to a four month hold period. The Company also issued a total of 3,200,000 Finder's Options, with each Finder's Option exercisable into one Unit at a price of $0.05 per Unit, expiring May 31, 2012. In addition, the Company paid $160,000 in cash finder's fees. As part of the private placement, $100,000 of the Company's 10% convertible debentures were redeemed and the funds were reinvested by the holders in the private placement. Mr. Qiguang Qiu did not participate in the private placement in this closing as it is contemplated that he will participate in an equity financing at a later date, subject to regulatory approval.

About Empire Industries

Empire Industries 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 export markets internationally. Empire's common shares are listed on the TSX Venture Exchange under the symbol EIL.

Reader 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". 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.

173,239,608 Common Shares

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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