Empire Industries Ltd.

Empire Industries Ltd.

June 28, 2016 07:00 ET

Empire Industries Completes Spin-Out of Hydrovac Business

CALGARY, ALBERTA--(Marketwired - June 27, 2016) - Empire Industries Ltd. ("Empire") (TSX VENTURE:EIL) is pleased to announce that, further to its news release of May 18, 2016 it has successfully completed its previously announced plan of arrangement (the "Arrangement") pursuant to which Empire spun out Empire's hydrovac business including all of the tangible and intangible assets, employees and operations of Tornado Trucks, a division of Empire (the "Hydrovac Business"), to Tornado Global Hydrovacs Ltd. ("Tornado").

In connection with the Arrangement, common shares of Empire will be exchanged for one quarter (1/4) of a new Empire common share and one eighth (1/8) of a new Tornado common share for every common shares of Empire currently owned. Empire has delivered a letter of transmittal to all registered shareholders to facilitate the exchange of the common shares of Empire.

With the completion of the Arrangement, the new Empire common shares will continue to trade on the TSX Venture Exchange (the "TSXV") under the symbol "EIL". On June 27, 2016 the TSXV conditionally approved the listing of the common shares of Tornado. Upon satisfaction of the conditions of the TSXV it is expected that the common shares of Tornado will commence trading on the TSXV under the symbol "TGH". As a result of the Arrangement, Tornado is a reporting issuer in the Provinces of British Columbia, Alberta and Ontario.

On June 21, 2016, Empire held a special meeting of the holders of Empire common shares and options to acquire Empire common shares to consider the Arrangement. At the meeting, the Arrangement was approved by 99.81% of the holders of Empire common shares and 100% of the holders of options to acquire Empire common shares. Subsequently, on June 24, 2016, the Court of Queen's Bench of Alberta issued a final order approving the Arrangement.

"The creation of a new public company called Tornado Global Hydrovacs Ltd. (TGH: TSX-V ) was three years in the making. Empire studied the Chinese excavation market extensively, developed an aggressive plan and found a strategic partner that committed to fund $10 million ($7.5 million of equity and $2.5 million of subordinate debt) towards leveraging Tornado's proprietary knowledge and hydrovac truck design in China as well as continuing to manufacture and sell its unique hydrovac truck in North America. Empire determined that this opportunity was best pursued by a separate company, allowing Empire to focus its attention on its media-based attractions business. Therefore we found a strategic investor to fund this exciting initiative while allowing Empire shareholders to participate directly through their 54.5% ownership of Tornado."

Upon listing of the Tornado common shares, it is expected that the escrow release conditions of the previously announced private placement of subscription receipts of Tornado for aggregate proceeds of approximately US $3,521,127 on January 25, 2016 and RMB 11,946,110 on February 29, 2016 will be satisfied.

Empire and Tornado will provide a further update on the application to have the Tornado common shares listed for trading on the TSXV as well as the exchange of the Tornado subscription receipts for Tornado common shares and the release of the aggregate subscription funds, when such transactions are completed.

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.

About Tornado Global Hydrovacs Ltd.

The company designs, manufactures and sells Hydrovac trucks for excavation service providers to the oil and gas industry and the municipal markets. Hydrovac trucks use high pressure water to pulverize soil and turn it into mud, and then vacuum up the resulting mud into its tank. Tornado currently operates in North America and intends to expand its hydrovac business into China.

For more information about Empire, visit www.empind.com.


The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither the Exchange nor its Regulation Service Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Certain statements contained in this news release constitute forward-looking statements. These statements relate to future events. All statements other than statements of historical fact are forward-looking statements. The use of the words "may", "expected", "believes", "anticipates" and other words of a similar nature are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Although Empire believes these statements to be reasonable, no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. Such statements include statements with respect to the anticipated benefits of the Arrangement, the satisfaction of the Escrow Release Conditions or the release of the proceeds of the Private Placement. Actual results could differ materially from those anticipated in these forward-looking statements as a result of prevailing economic conditions, receipt of requisite regulatory approvals, and other factors, many of which are beyond the control of Empire. The forward-looking statements contained in this news release represent Empire's expectations as of the date hereof, and are subject to change after such date. Empire disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as may be required by applicable securities regulations.

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