WINNIPEG, July 10, 2013 – Empire Industries Ltd. (“Empire” or the “Company”) (TSX-V: EIL) is pleased to announce that today it closed a non-brokered private placement of units (the “Private Placement”) to Canada Zhoufa Agricultural Holding Company Limited (“Canada Zhoufa”), a subsidiary of Zhejiang ZF Investment Co. Ltd. (“ZZG”) of China. The Company issued 60,000,000 Units at a price of $0.05 per Unit for gross proceeds of $3,000,000 with each Unit consisting of one common share and one-half of one warrant. Each whole warrant will entitle the holder to purchase one additional common share at a price of $0.05 per share on or before the date that is one (1) year from the closing, and thereafter at an exercise price of $0.10 per share on or before the date that is five (5) years from the closing. Canada Zhoufa subscribed for 50,400,000 Units for gross proceeds of $2,520,000. Insiders of the Company subscribed for 9,600,000 Units for gross proceeds of $480,000 or approximately 16% of the private placement. All securities issued pursuant to the Private Placement are subject to a four month hold pursuant to applicable securities legislation.
In conjunction with the closing of the Private Placement, the Board of Directors has appointed Jack Chang as a director of the Company. Mr. Chang is the founder and managing partner of Canadian Resources Capital, a private investment firm that is active in cross border businesses.
With reference to its press release dated May 15, 2013, the Company wishes to advise that the $2.0 million Convertible Debenture Private Placement, joint venture capitalization and the two Credit Facilities described therein will require additional time to complete, and close at a later date. Because the TSX-V preliminary approval of the Convertible Debenture Private Placement will expire before the Company expects to close the Convertible Debenture, the Company formally withdraws the existing application on file with the TSX-V. The Company intends to re-submit the application to the TSX-V and close the Convertible Debenture Financing as soon as practicable.
Zhejiang ZF Investment Co., Ltd. (ZZG)
Mr. Junliang Xie is the founder and Chairman of ZZG, a personal holding company with private equity investments in over ten independently operated industrial and service companies, predominately in China. Mr. Xie was in the first class of the Private Equity Investment Program offered by Peking University. Mr. Xie holds an Executive MBA degree from Zhejiang University. Mr.Xie is a director of three private equity funds in China; Zhoushan Rongsheng Investment Co., Ltd., Zhoushan Marine Economy Venture Capital Co., Ltd. and Beijing Qianzhou Qingyuan Investment Fund Management Co., Ltd. He is also the Managing Director of a recently created, RMB ¥5 billion (USD $800 million) private equity fund called the Zhoushan Restructuring Private Equity Fund, whose purpose is to invest for financial returns and improve Zhoushan industries’ global competitiveness.