Empire Industries Announces Exchange Approval of Amendments to Exercise Price of Warrants and Conversion Price of Convertible Debenture

September 21, 2016

WINNIPEG, September 21, 2016 – Empire Industries Ltd. (“Empire”) (EIL: TSX-V) is pleased to announce that, further to disclosure contained in the Management Information Circular dated May 20, 2016 prepared in connection with the successful completion of the spin-out (the “Spin-Out”) of Empire’s hydrovac business (“Hydrovac Business”) pursuant to a plan of arrangement (the “Arrangement”) and further described in the news release dated June 28, 2016, the TSX Venture Exchange has formally approved the amendment to the exercise price of Empire’s outstanding Warrants (as defined below) and the conversion price of Empire’s outstanding Convertible Debenture (as defined below). A news release describing the initial issuance of the Warrants was released on May 15, 2013 and an Exchange Bulletin describing the initial issuance of the Convertible Debenture was released on January 3, 2012.

Warrants

Immediately prior to the effective time of the Arrangement, Empire had 27,700,000 warrants (the “Warrants”) issued and outstanding with an exercise price of $0.10 per share. At the effective time of the Arrangement, the Warrants were amended to reflect the 4-for-1 share consolidation under the Arrangement and the reduction in the value of Empire’s shareholders’ equity as a result of the Spin-Out of the Hydrovac Business. As a result of the amendment that has been approved by the TSX Venture Exchange, Empire now has an aggregate of 6,925,000 Warrants issued and outstanding which may be exercised at price per share of $0.272 at any time until 4:30 p.m. (Winnipeg time) on July 10, 2018.

Convertible Debenture

Immediately prior to the effective time of the Arrangement, Empire had $450,000 principal amount of convertible debentures (the “Convertible Debenture”) outstanding with a conversion price of $0.10 per share. At the effective time of the Arrangement, the Convertible Debenture was also amended to reflect the 4-for-1 share consolidation under the Arrangement and the reduction in the value of Empire’s shareholders’ equity as a result of the Spin-Out of the Hydrovac Business. As a result of the amendment that has been approved by the TSX Venture Exchange, the outstanding $450,000 principal amount of the Convertible Debenture is now convertible at $0.272 per share at any time until maturity of the Convertible Debenture on December 29, 2016.

For further information on: (i) the amendments to the exercise price of the Warrants and the conversion price of the Convertible Debenture, please refer to the Management Information Circular dated May 20, 2016; and (2) the reduction in the value of Empire’s shareholders’ equity as a result of the Spin-Out of the Hydrovac Business, please refer to Empire’s Consolidated Financial Statements for the 3 and 6 month periods ended June 30, 2016 and related Management’s Discussion and Analysis, each of which are available on Empire’s SEDAR profile.

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