Empire Industries Ltd.
TSX VENTURE : EIL

Empire Industries Ltd.

February 15, 2011 07:00 ET

Empire Industries Closes Private Placements of Units and Convertible Debentures

WINNIPEG, MANITOBA--(Marketwire - Feb. 15, 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 completed the closings of the previously announced non-brokered private placements of Units and Convertible Debentures for aggregate gross proceeds of $2,660,000. The proceeds from the financings will be used for working capital purposes for Empire's North American activities.

Private Placement - The Unit Private Placement was fully subscribed placing a total 40,000,000 Units at a price of $0.05 per Unit for gross proceeds of $2,000,000. Each Unit consisted of one (1) Common Share in the capital of the Company (the "Common Shares") and one-half Common Share Purchase Warrant. Each whole Common Share Purchase Warrant entitles the holder to purchase one (1) Common Share of the Company at an exercise price of $0.10. The 7,000,000 Warrants issued at the first closing on January 31, 2011 will expire on January 31, 2013. The 13,000,000 Warrants issued at the final closing on February 14, 2011 will expire on February 14, 2013. The Common Shares, Warrants and Common Shares issuable upon exercise of the Warrants are subject to a four month hold period.

Convertible Debentures - The Company also placed $660,000 principal amount of the 10.00% Secured Subordinated Convertible Debentures. The Debentures have an annual coupon of 10% and a term of 5 years. The Debentures will initially be convertible at $0.10 per common share, however, in the event the Company obtains shareholder approval for a share consolidation, the conversion price can be lowered to $0.065 on a pre-consolidation basis. The Company is planning to seek approval for the consolidation at the next shareholder meeting scheduled for the Spring of 2011. The Debentures and Common Shares issuable upon conversion of the Debentures are subject to a four month hold period.

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.

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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