Empire Industries Proposes Consolidation of Common Shares

WINNIPEG, September 1, 2015 – Empire Industries Ltd. (TSX-V: EIL) (“Empire” or the “Company”) today announced that the consolidation of its Common Shares will be considered by its shareholders at the upcoming Annual and Special Meeting of the Shareholders (the “Meeting”) at the Ivey Tangerine Leadership Centre, 130 King Street West, Exchange Tower (Ground Floor), Toronto, Ontario, M5X 1A9, on September 23, 2015 at 10:00 AM (Eastern Time).

At the Meeting, the shareholders will be asked to approve a special resolution authorizing the amendment of the Company’s articles to consolidate the issued and outstanding common shares in the capital of the Company (the “Common Shares”) on the basis of ten (10) pre-consolidation Common Shares for every one (1) post-consolidation Common Share or such other consolidation ratio that the Board of Directors (the “Board”) of the Company deems appropriate provided such ratio shall not be greater than 10 pre-consolidation Common Shares for every 1 post-consolidation Common Share (the “Share Consolidation”), and the number of post-consolidation Common Shares must be a whole number of Common Shares.  Subject to acceptance by the TSX Venture Exchange (the “TSXV”), the approval of the special resolution would give the Board the authority to implement the Share Consolidation or, in its discretion, revoke the special resolution and abandon the Share Consolidation without further approval or action or prior notice to the shareholders.

The Board proposes to reduce the number of Common Shares of the Company as management believes it is in the Company’s best interest to consolidate the shares to increase the Company’s share price, reduce shareholders’ transaction costs and improve trading liquidity.  Many brokerage houses and institutional investors have internal policies and practices that either prohibits them from investing in low-priced shares or which tend to discourage individual brokers from recommending low-priced shares to their customers.

As of the date of this news release, the Company has 259,336,473 Common Shares issued and outstanding.  After giving effect to the Share Consolidation, the Company will have approximately 25,933,647 Common Shares issued and outstanding.

The proposed Share Consolidation is subject to the approval by the shareholders of the Company and acceptance by the TSXV.

“We are seeking shareholder approval for a stock consolidation so the board can have the authority to implement such a consolidation if the conditions are right,” said Guy Nelson, Chief Executive Officer of Empire Industries.  “Our shareholders granted a similar request for authority back in 2008, but the board chose not to implement a stock consolidation that year because of the stock market conditions that developed after the authority was granted.  The board will again exercise its best judgement in determining when or whether to proceed with the stock consolidation, assuming shareholder approval is obtained at our upcoming shareholders’ meeting.”