Empire Industries Ltd.

Empire Industries Ltd.
Tornado Technologies Inc.

Tornado Technologies Inc.

December 03, 2007 09:00 ET

Empire Industries Ltd. and Tornado Technologies Inc. Reports the Successful Acquisiton of Tornado by Empire

WINNIPEG, MANITOBA--(Marketwire - Dec. 3, 2007) - Empire Industries Ltd. ("Empire") (TSX VENTURE:EIL), one of western Canada's fastest growing steel fabrication and construction service providers, and Tornado Technologies Inc. ("Tornado") (TSX VENTURE:TDO), jointly announced today the successful completion of the previously announced amalgamation pursuant to which Empire has acquired all of the issued and outstanding common shares of Tornado on the basis of 2.09 common shares of Empire for each outstanding common share of Tornado (the "Transaction").

In connection with completion of the Transaction, Messrs. Bill Rollins and Robert Marshall have been appointed to Empire's board of directors effective on completion of the Transaction. All of Tornado's senior management remains in place.

Letters of Transmittal were previously forwarded to shareholders of Tornado to be utilized by them in order to exchange their certificates representing common shares of Tornado for certificates representing common shares of Empire.

The common shares of Tornado have been halted from trading on the TSX Venture Exchange and will remain halted indefinitely pending the issuance of a Bulletin of the TSX Venture Exchange confirming the formal de-listing of the common shares of Tornado from such exchange.

Highlights of the Acquisition:

- Pro forma revenue for the six months ending June 30, 2007 of $79 million

- Pro forma EBITDA for the six months ending June 30, 2007 of $5.2 million

- Pro forma total assets at June 30, 2007 of $115 million

- Pro forma shareholders' equity at June 30, 2007 of $39.5 million ($0.45 per share)

- Combined employees of approximately 800

- Share exchange ratio of 2.09 will result in approximately 31 million Empire common shares being issued to Tornado shareholders, bringing the total number of Empire shares issued and outstanding to approximately 88.6 million. (June 30, 2007 pro forma)

"Empire has a strategic mandate to focus its business on three core product areas; steel fabrication (structural, plate and pipe), steel construction and maintenance services and industrial equipment manufacturing targeted for the western Canadian market place. The acquisition of Tornado greatly enhances Empire's plate steel fabrication capability as well as its industrial equipment manufacturing capability. Empire is pleased to join these two high quality businesses together as one public company. The Transaction increases our Alberta steel fabrication capacity concurrent with strengthening our balance sheet. Moreover, we have identified specific synergistic benefits that we will begin taking advantage of." said Guy Nelson, CEO of Empire.

"Tornado is excited about joining forces with Empire. Empire's mix of business immediately extends Tornado's operations and sales opportunities across Western Canada. This Transaction provides the combined company with the scale and breadth of product offering needed to take advantage of the tremendous opportunities both companies have in Western Canada," stated Bill Rollins, CEO of Tornado.

About Empire Industries Ltd.

Empire Industries Ltd. ("Empire") is a public company that was formed in July 2006 in a reverse takeover of Empire Iron Works Ltd., a Western Canadian steel fabricator and construction services provider that commenced operations in 1958. Empire is one of Western Canada's fastest growing steel fabrication and construction service providers. Empire's mission is to increase shareholder value by adding value to steel. Empire realizes its mission by growing profits organically and through strategic acquisitions in the burgeoning industrial, commercial and institutional construction marketplace of Western Canada. Empire trades on the TSX Venture Exchange under the trading symbol EIL.

About Tornado Technologies Inc.

Tornado Technologies Inc. ("Tornado") has been in operation since 1985 and went public in 1997. Tornado designs, fabricates and sells a wide range of products to the oil and gas industry. It manufactures three primary product lines; combustion equipment (including flares, incinerators, pilots, ignition systems, and flame & detonation arrestors), production equipment (separators, knock-out tanks, and production tanks), metering skids, dehydrators, treaters and line-heaters) and truck mounted equipment (hydrovac and vacuum trucks). Tornado changed its name from Petro Field Industries Inc. effective April 17, 2007. Tornado has three fabrication plants in Alberta (Calgary, Stettler and Gadsby) and one in Houston, Texas. Tornado is now a wholly owned subsidiary of Empire.

For more information on Tornado, please visit Tornado's web-site at www.tornadotech.com.

For more information on Empire, please visit Empire's web-site at: www.empind.com.

This press release contains forward-looking statements, within the meaning of applicable securities legislation, concerning Empire's business and affairs. These statements are identifiable by their use of verbs such as "expect", as well as by the use of future or conditional tenses. 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. Empire assumes no obligation to revise or update these forward-looking statements to reflect the occurrence of unanticipated future events, except as may be required under applicable securities laws.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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