Empire Industries announces further details on its Co-venture Initiative

WINNIPEG, August 31, 2017 – Empire Industries Ltd. (TSX-V: EIL) is pleased to announce more details related to how the August 28, 2017 announced Co-Venture Initiative is going to proceed to completion.

The parties to the letter of intent dated August 28, 2017 (the “Letter of Intent”) are Empire Industries Ltd. (“Empire”), Excellence Raise Overseas Ltd. (“EROL”), and Dynamic Entertainment Group Ltd. (“DEGL”).  The initial transactions to be completed are the Subscription Receipt Financing and the Rights Offering.  As such, Empire is in the process of:

• Finalizing the subscription receipt agreement (the “Subscription Receipt Agreement”) under which 6.0 million Subscription Receipts will be issued to EROL at $0.50 per Subscription Receipt (the “Subscription Receipt Financing”). The Subscription Receipt Financing is expected to close in escrow on or before October 12, 2017. The Subscription Receipts will be automatically exchanged for 0 million common shares of Empire and the proceeds will be released to Empire upon satisfaction of the escrow release conditions which include, among other things, the closing of the Rights Offering.
• Once the Subscription Receipt Agreement is closed in escrow, Empire will be mailing a rights offering notice (the “Rights Offering Notice”) to Empire shareholders and filing a rights offering circular (the “Rights Offering Circular”) on SEDAR, which will contain the details of the up to $5.1 million rights offering (the “Rights Offering”). Any unused rights will be made available by the transfer agent to those Empire shareholders forwarding funds in excess of the funds required to exercise their own rights as shareholders.  The complete process will be described in the Rights Offering Circular.  A further news release will be issued once Empire has received regulatory approval for the Rights Offering.

The Subscription Receipt Financing and the Rights Offering are more fully described in the August 28, 2017 news release.  The series of transactions described in the Letter of Intent, including the Subscription Receipt Financing and the Rights Offering, are subject to regulatory approval.

Investor Presentation Update
Empire has also uploaded an investor presentation to its website, which includes a summary of the Co-venture initiative, including some helpful organization charts that graphically explain the proposed financing transactions.  This presentation can be viewed at www.empind.com.

Annual Meeting
Empire’s Annual Shareholders’ Meeting is scheduled for 10:00AM on Monday, September 18, 2017 at the Ivey Tangerine Leadership Centre, 130 King St. West, Exchange Tower, Ground Floor, Toronto, ON, M5X 1A9.  All shareholders and interested parties are welcome to attend.

About Empire Industries Ltd.

Empire focuses on designing, supplying, and installing premium theme park, media-based attractions and ride systems for the global entertainment industry. Empire also uses these same turn-key integration services for special projects such as large optical telescopes and enclosures. Through Empire’s execution of its strategy over the years, Empire owns several non-entertainment investments that it seeks to optimize and liquidate at the appropriate time.  Empire’s common shares are listed on the TSX Venture Exchange under the symbol EIL.

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’’, ‘‘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: (i) the closing of the Subscription Receipt Financing and the Rights Offering and that the conditions for completion of the same including regulatory approval will be met.  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 release.