|September 18, 2007|
Empire Mining Announces Qualifying Transaction
| ||VANCOUVER, B.C., September 18, 2007 - Empire Mining Corporation ("Empire") (EPC.P: TSX-V), is pleased to report that it has entered into an option agreement (the "Agreement") with Anatolia Minerals Development Ltd. ("Anatolia"), to earn a 65% interest in the Bursa copper-molybdenum-gold porphyry property (the "Property") located in western Turkey. |
The proposed transaction will serve as Empire's qualifying transaction (the "Qualifying Transaction") for the purposes of the policies of the TSX Venture Exchange (the "Exchange"). It is a condition of the Agreement that the transaction complete on or before November 15, 2007. On conclusion of the proposed Qualifying Transaction Empire will trade as a Tier 2 Mining Issuer on the Exchange.
Pursuant to the terms of the Agreement, dated September 17, 2007, Empire can earn a 65% interest in the Property by:
1) Making cash payments to Anatolia totalling US$520,000 over 5 years;
2) Making payments to Anatolia over 5 years of Empire common shares totalling 5% of Empire's fully diluted share capital as at the 5th anniversary of the Agreement;
3) Making expenditures on the Property totalling US$7.5 million over 5 years; and
4) Completing a pre-feasibility report on the Property by the 6th anniversary of the Agreement.
Upon earning a 65% interest in the Property, Empire and Anatolia will enter into a formal joint venture agreement establishing each party's ownership, rights and obligations in the joint development and operation of the Property.
The Bursa Property covers 2975km2 over a belt of demonstrated copper and molybdenum porphyry systems in Bursa and Kutahya provinces, 120km south of Istanbul.
The most consistently mineralized porphyry system found on the Bursa Property to date is Karapinar where past drilling by RTZ intersected 0.35% Cu over approximately 350 meters. Molybdenum consistently surpassed 0.01% Mo towards the bottom of these holes and occasionally exceeded 0.04%
Mo and gold averaged 0.15g/t Au. A number of drill targets on the Property with potential for economically important porphyry and associated skarn systems remain untested.
Empire will engage an independent qualified person to prepare a technical report with respect to the Property in accordance with the requirements of NI 43-101 and the Exchange. Empire's Qualified Person for the purposes of this news release is John F. Prochnau, P.Eng., a director of Empire.
Anatolia Minerals Development Ltd., is incorporated under the laws of Yukon Territory and publicly traded on the Toronto Stock Exchange. Anatolia is a leading minerals explorer in Turkey, with development now proceeding on its 100% owned Çöpler Gold Project.
Empire currently has $1,375,000 in working capital which is sufficient to complete the proposed Qualifying Transaction and to fund the anticipated first year exploration expenditure of $500,000. There is no financing required, nor does Empire propose to undertake a financing at this time.
The proposed Qualifying Transaction does not constitute a Non-Arms' Length Transaction under the Policies of the Exchange. There are no Non-Arms' Length Parties to Empire who are directors or insiders of Anatolia. Empire does not intend on obtaining shareholder approval for the proposed transaction but rather will be preparing and filing a filing statement under the policies of the Exchange.
It is contemplated that the current directors and officers of Empire will continue to hold their positions with Empire upon completion of the proposed Qualifying Transaction. The size of Empire's board of directors is currently determined at three and consists of Kenneth P. Judge, Chairman, President & CEO, John F. Prochnau and Robert F. Giustra. Sean C. McGrath and Jacqueline Collins hold the offices of Chief Financial Officer and Corporate Secretary respectively.
Mr. Judge, Chairman, President & CEO, completed degrees in Commerce, Jurisprudence and Laws at the University of Western Australia before qualifying as a Barrister and Solicitor specializing in international mergers and acquisitions law. Mr. Judge is a resident of Monaco from where he is involved in private investment and restructuring of resource companies.
Mr. Prochnau, Director, is a mining engineer and geologist. Early in his career, Mr. Prochnau held management positions with Selection Trust Group and Billiton International Metals B.V. Mr. Prochnau was the founder of Brancote Holdings plc which discovered the 3.8 million oz. high-grade Esquel Gold Deposit in Argentina which was subsequently acquired by Meridian Gold Corp.
Mr. Giustra, Director, holds an Economics degree from the University of Western Ontario. Mr. Giustra has been actively engaged in the creation, financing, development, restructuring and management of publicly-traded junior mining companies since 1992. His early experience in public markets includes working as an Investor Advisor with a national securities brokerage firm and later as an Investment Banker at an international investment dealer where he co-founded the equity sales and corporate finance departments.
Mr. McGrath, CFO, is a professional accountant who has spent the last nine years providing financial management services to publicly traded companies, with emphasis on junior mineral exploration and oil and gas exploration companies. He holds a Bachelor of Commerce (Hons) degree from Memorial University of Newfoundland and has attained two professional accounting designations - CGA and CPA.
Ms. Collins, Corporate Secretary, is a Securities/Corporate Finance Paralegal with over 21 years experience as a legal administrator, corporate secretary and paralegal at both independent and national law firms, and with public resource companies. She specializes in the preparation, finalization and filing of all securities documents for US and Canadian foreign and domestic issuers with Canadian and US securities regulators, including all continuous disclosure documents.
Global Securities Corporation, subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.
Completion of the transaction is subject a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved of the contents of this press release.
ON BEHALF OF THE BOARD
Robert F. Giustra, Director
For further information please call 1-866-689-2599.
Cautionary note for US Investors: This news release may contain forward-looking statements that may address future events and conditions and therefore involve inherent risks or uncertainties. Actual results may differ materially from those currently anticipated in such statements.
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