WINNIPEG – December 30, 2019 – With reference to its prior news releases dated December 3 and December 17, 2019, Empire Industries Ltd. (TSX-V: “EIL”, “Empire” or the “Company”) is pleased to announce that subject to final acceptance from the TSX Venture Exchange, it has completed the second and final tranche closing of the previously announced non-brokered private placement (the “Private Placement”) and issued 16,436,414 common shares (each a “Share” and together the “Shares”) in the capital of the Company at an issue price of $0.41 per share for gross proceeds from the final tranche closing to the Company of $6.75 million. The Shares issued in the final tranche closing are subject to a four month and one day hold period.
An aggregate of 23,780,487 Shares were issued pursuant to the Private Placement for aggregate gross proceeds of $9.75 million. The Company intends to use the proceeds from the Private Placement for the retirement of the term portion of its senior secured credit facility and for general working capital purposes.
The Private Placement is a “related party transaction” within the meaning of TSX-Venture Policy 5.9 and Multilateral Instrument 61-101 because an Insider was created as a result of the Private Placement and an Insider of the Company participated in the second and final tranche. 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 Private Placement, insofar as each Insider was involved, does not exceed 25% of the market capitalization of the Company.
The Insider created as a result of the Private Placement is High Express Holdings Limited with offices located at No. 191 Shaanxi Road, Shanghai, 200030 China (“High Express”). High Express acquired a total $8.5 million Shares pursuant to the Private Placement. In the first tranche of the Private Placement, High Express acquired 7,317,073 common shares resulting in it holding 6.42% of Empire’s issued and outstanding voting shares. Upon closing the second tranche of the Private Placement, High Express’s percentage holdings increased to 15.9% of Empire’s outstanding voting shares. The Shares were acquired by High Express for investment purposes.
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. 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 the final acceptable by the TSX Venture Exchange for the Private Placement. 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 re