Empire Industries announces Private Placement of Debenture Units

WINNIPEG, Wednesday, December 28, 2011 – Empire Industries Ltd. (“Empire” or the “Company”) (TSX-V: EIL) today announced that it intends to complete a non-brokered private placement Debenture Units. The Company will issue up to 100 Debenture Units at a price of $5,000 per Debenture Unit for gross proceeds of up to $500,000 with each Debenture Unit consisting of $5,000 principal amount of 15.00% secured subordinated convertible debentures (the “Debentures”) and 50,000 Common Share purchase warrants (the “Warrants”). The Debentures will be convertible into fully paid and non-assessable Common Shares of the Company at the option of the holder at any time for a term of five (5) years from closing of the Private Placement at a price of $0.10 per Common Share. Each Warrant will entitle the holder to purchase one additional common share at a price of $0.10 per share for a period of three (3) years from the date of closing of the Private Placement. The Company anticipates closing the Private Placement tomorrow and is subject to usual closing conditions including obtaining required regulatory approvals. The Company advises that Insiders will be subscribing for greater than 25% of 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.