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Empire Announces Closing of Private Placement of Convertible Preferred Shares, Raising a Total of $7,550,000

WINNIPEG, Manitoba, June 11, 2019 (GLOBE NEWSWIRE) -- Empire Industries Ltd. (TSX-V: “EIL”, “Empire” or the “Company”) is pleased to announce that it has closed the final tranche of the non-brokered private placement financing announced on April 25, 2019 of 180,000 convertible preferred shares (“Preferred Shares”) at an issue price of $10.00 per share (the “Issue Price”) for gross proceeds to the Company of up to $1,800,000 (the “Offering”). Overall, the offering has yielded gross proceeds to the Company of $7,550,000.

“We were pleased to see the high investor take-up on our convertible preferred share offering,” said Guy Nelson, Executive Chairman and Chief Executive Officer of Empire.  “We see it as a vote of confidence in our business.  The proceeds will help provide the working capital we need to execute our $233 million backlog of work already under contract.”

Each Preferred Share will accrue dividends at 8% per annum payable annually in arrears and be convertible into common shares of the Company at anytime before thirty-six (36) months from the date of issue at $0.45 per common share and thereafter until sixty (60) months from the date of issue for $0.75 per common share; provided that, only the redemption value of the Preferred Shares, being equal to the Issue Price per share, may be converted into common shares of Empire.  The Preferred Shares may also be redeemed by the Company upon the earlier of: (i) thirty-six (36) months and one (1) day from the date of issue; and (ii) immediately upon the volume-weighted average trading price of the common shares exceeding $1.00 per Common Share for the prior thirty (30) trading days, and may be retracted by the holder any time after thirty-six (36) months and one (1) day from the date of issue.

The Offering remains subject to customary conditions, including receipt of final regulatory approvals. All securities issued under the fourth tranche closing the Offering are subject to a four month and one day hold period. The Company intends to use the proceeds from the Offering for general working capital purposes.

A director of Empire, Mr. James Chui, participated in the Offering which constitutes a related party transaction under TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101. The Company is relying on an exemption from the formal valuation and minority approval provisions of Multilateral Instrument 61-101 in reliance on sections 5.5(a) and 5.7(a) on the basis that the aggregate fair market value of the transaction, insofar as the interested party was involved, does not exceed 25% of the market capitalization of the Company.

About Empire Industries Ltd.

Empire focuses on designing, supplying, and installing iconic media-based attractions and ride systems for the global theme park industry. Empire also uses these same turn-key integration services for special projects such as large optical telescopes and enclosures. Empire also has commenced an initiative to leverage its world class flying theater and attraction development capability on a co-venture ownership basis. Empire’s common shares are listed on the TSX Venture Exchange under the symbol EIL. 

For more information about the Company, visit www.empind.com or contact:

Guy Nelson
Chief Executive Officer
Phone: (416) 366-7977
Email: gnelson@empind.com
Allan Francis
Vice President – Corporate Affairs and Administration
Phone: (204) 589-9301
Email: afrancis@empind.com

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’’, “evaluating” ‘‘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 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: (i) the final regulatory approvals of the Offering; and (ii) the use the proceeds of the Offering for working capital to fund the Company’s ongoing projects.  Actual results could differ materially from those anticipated in these forward-looking statements as a result of prevailing economic conditions, 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. 

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.