Empire Industries Closes Private Placement of Debenture Units

WINNIPEG, MANITOBA--(Marketwire - Dec. 29, 2011) - Empire Industries Ltd. ("Empire" or the "Company") (TSX VENTURE:EIL) today is pleased to announce that it has completed a non-brokered private placement Debenture Units. The Company issued 100 Debenture Units at a price of $5,000 per Debenture Unit for gross proceeds of up to $500,000 with each Debenture Unit consisting of $5,000 principal amount of 15.00% secured subordinated convertible debentures (the "Debentures") and 50,000 Common Share purchase warrants (the "Warrants"). The Debentures are convertible into fully paid and non-assessable Common Shares of the Company at the option of the holder at any time for a term of five (5) years from today at a price of $0.10 per Common Share. Each Warrant entitles the holder to purchase one additional common share at a price of $0.10 per share for a period of three (3) years from the today. The Company advises that Insiders subscribed for greater than 25% of the Private Placement. All securities issued pursuant to the Private Placement will be subject to a four month hold pursuant to applicable securities legislation.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The offered securities mentioned in this news release will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.

About Empire Industries Ltd.

Empire Industries Ltd. manufactures specialized engineered products and sells these products domestically and in select international export markets. The company also provides steel fabrication and installation services, primarily to the industrial, commercial and infrastructure market in Western Canada. The company also has two key strategic equity partnerships: a 49% ownership of ACE Industrial Services that operates in the oil sands industrial maintenance services market, and a 45% ownership of a Chinese joint venture company in the steel fabrication market in Asia. 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.

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 forward looking statements are based on current expectations, and are naturally subject to uncertainty and changes in circumstances that may cause actual results to differ materially. Readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking information is provided as of the date of this press release, and Empire assumes no obligation to update or revise them to reflect new events or circumstances, except as may be required under applicable securities laws.