WINNIPEG, April 15, 2011 – Empire Industries Ltd. (“Empire” or the “Company”) (TSX-V: EIL) today announced that it intends to complete a non-brokered private placement Units. The Company will issue up to 60 million Units at a price of $0.05 per Unit for gross proceeds of up to $3.0 million with each Unit consisting of one common share and one warrant. Each warrant will entitle the holder to purchase one additional common share at a price of $0.10 per share for a period of two years from the date of closing of the Private Placement. The Company anticipates closing the Private Placement on or about May 31, 2011 and is subject to usual closing conditions including obtaining required regulatory approvals.
The Company expects that Mr. Qiguang Qiu (“Qiguang”) will become an Insider upon his participation in this Private Placement. The TSX Venture Exchange has approved Qiguang as an Insider of Empire. Subject to the ability to patriate funds to Canada by May 31, 2011, a company owned and controlled by Qiguang, and part of the Qiguang Group, has agreed to purchase $1.0 million of the Private Placement. With Qiguang’s participation in the private placement, the Company expects Insiders will be subscribing for more than 25% of the private placement. It will be a condition of Qiguang’s participation in the private placement that Qiguang not exercise warrants that would create Control Person status without prior shareholder approval. To the extent that Qiguang is prevented from honouring its commitment within the regulatory timelines, Empire will use its best efforts to find alternative buyers for the Units, which would then include shares and warrants.
The Company has agreed to pay finder’s fees to certain arm’s length finders of 8% cash and 8% finder’s options (each a “Finder’s Option”) with each Finder’s Option exercisable into one Unit at a price of $0.05 until one year from closing. The expiry date of any warrants issued under such Finder’s Options will not extend past the expiry date of the other warrants issued under the Private Placement. All securities issued pursuant to the Private Placement will be subject to a four month hold pursuant to applicable securities legislation.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The offered securities mentioned in this news release will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.
About Qiguang Group
Qiguang Group is based in southern China and is one of the fastest growing steel fabricators in China. It has over 1,500 employees and eight subsidiaries all in the steel fabrication, steel supply and construction business in China. The Qiguang Group processed more than 70,000 tonnes of steel in 2009 and had consolidated revenues in excess of $100 million. The Qiguang Group has the required Class 1 certifications issued by the Ministry of Construction to fabricate and install steel structures in China. Qiguang Group started the business in 2000 and has grown organically since then. For more information about the Qiguang Group, visit www.qiguanggroup.com.