As required by applicable securities laws, Excellence Raise Overseas Limited (“EROL”) announces that in connection with the previously announced unit private placement detailed in the news release of Empire Industries Ltd. (the “Corporation”) dated May 10, 2018, EROL acquired 8,000,000 units, where each unit consists of one common share in the capital of the Issuer (“Common Shares”) and one common share purchase warrant (“Warrants”) exercisable into one common share for up to three years from closing date of the Transaction at a price of $0.45 per Unit for gross proceeds of $3,600,000 (the “Transaction”).
Prior to the Transaction, EROL owned or controlled 11,000,000 Common Shares, representing 11.96% of the issued and outstanding Common Shares at that time.
Upon completion of the Transaction, EROL has ownership or control over an aggregate of 19,000,000 Common Shares, representing approximately 18.43% of the issued and outstanding Common Shares. Assuming exercise of the Warrants acquired in the Transaction, EROL would own or control 27,000,000 Common Shares representing 24.31% of the outstanding Common Shares on a diluted basis.
James Jie Chui (“Chui”) exercises control and direction over EROL. Chui also exercises control and direction over 75,000 stock options exercisable into 75,000 Common Shares. As such, prior to the Transaction, Chui exercised control and direction over 12.04% of the issued and outstanding Common Shares on a diluted basis.
As a result of the Transaction and the issuance of the above mentioned Units, Chui exercises control and direction over 19,000,000 Common Shares, 75,000 options exercisable into 75,000 common shares and 8,000,000 Warrants as outlined below:
- 19,000,000 Common Shares through EROL;
- 8,000,000 Warrants through EROL; and
- 75,000 Options as Chui,
collectively representing 18.43% of the issued and outstanding Common Shares on a non-diluted basis, and 24.36% on a diluted basis.
EROL acquired the Common Shares and Warrants pursuant to the Transaction. The Common Shares are acquired for investment purposes. In accordance with applicable securities laws, EROL may, from time to time and at any time, directly or otherwise, acquire additional Common Shares and reserves the right to dispose of any or all of the Common Shares in accordance with applicable securities laws depending on market conditions, the business and prospects of the Issuer and other relevant factors. All Common Shares acquired and/or held by EROL were acquired for investment purposes.
In addition, EROL has entered into an undertaking with the TSX Venture Exchange and the Issuer whereby it agreed not acquire such number of Common Shares or exercise such number of stock options and/or Warrants which would result in EROL or Chui to becoming a control person of the Issuer.
EROL is a holding corporation for James Chui.
For more information about EROL contact:
President and Chairman