Empire Mining Corporation
TSX VENTURE : EPC

Empire Mining Corporation

July 26, 2011 09:00 ET

Empire Mining to Acquire 100% of Bursa Copper-Gold Project

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 26, 2011) - Empire Mining Corporation (TSX VENTURE:EPC) ("Empire") is pleased to announce that it has entered into an agreement to acquire a 100% interest in the Bursa Project in Turkey where drilling by Empire has encountered significant grades and intervals of copper-gold-silver and molybdenum skarn mineralization, including the discovery hole at the Bursa-Demirtepe target which intersected 47.53 meters of 2.02% Copper, 0.96 g/t Gold and 21.64 g/t Silver including 8 meters of 9.1% Copper, 4.68 g/t Gold and 95.3 g/t Silver.

Robert Giustra, Chairman of Empire stated: "The outright purchase of the Bursa project eliminates the requirement to complete a pre-feasibly study in the limited time remaining pursuant to the option terms and allows Empire to focus its efforts on resource expansion. More importantly however, a single cash and share payment by Empire will now result in an immediate equity interest in the project of 100%. When considering that the option terms allowed Empire to earn only 65% in consideration of significant exploration expenditures, annual cash payments and a share payment component calculated on a fully diluted basis, it is very evident that the new deal is an exceptional accomplishment for Empire and its shareholders."

Empire has been earning a 65% interest in the Bursa Project pursuant to an option agreement (the "Original Agreement") with Alacer Gold Corp. ("Alacer"), however the parties have now amended the agreement (the "Amended Agreement") to allow Empire to terminate the Original Agreement and complete the purchase (the "Purchase) of an outright 100% interest in the project by making a cash payment of US$1.5 million and by issuing such number of common shares equal to 19.9% of Empire's issued and outstanding share capital, less any Empire shares already owned by Alacer.

Provided that Alacer has an equity interest of at least 10% in Empire, it will also have the right to appoint a director to Empire's board at Annual General Meetings, and a pre-emptive right to participate in any future equity financing of common shares of Empire to allow it to maintain its ownership interest as at the date announcing the offering.

The parties have agreed to use best efforts to complete the Purchase on or before September 30, 2011.

The Original Agreement was signed on September 17, 2007, and amended on October 11, 2007 and on February 13, 2009, and is between (among other subsidiary parties) Anatolia Minerals Development Limited (as Alacer was then known) and Empire. Under the Original Agreement, Empire could earn a maximum interest of 65% over a 6 year period by:

  1. Making cash payments totaling US$520,000 ($100,000 paid to date);
  2. Issuing shares totaling 5% of Empire's post-issuance fully diluted share capital as at the 5th anniversary of the agreement (800,000 shares paid to date);
  3. Making exploration expenditures totaling US$7.5 million (approx. $3.7 million incurred to date); and
  4. Completing a pre-feasibility study.

The Bursa Property is situated 120 km south of Istanbul in western Turkey and is comprised of mineral licenses within a trend of demonstrated copper, molybdenum and gold porphyry systems.

There are two principal porphyry target areas at the Bursa Project - Karapinar and Demirtepe. Previous work at Karapinar intercepted thick intervals of copper mineralized porphyry with significant molybdenum and gold over a surface area of approximately 600 by 650 meters. Demirtepe is the second target to be drill tested by Empire at Bursa and lies about 6 km to the north of the Karapinar target.

The Discovery hole DTH-001 completed by Empire on the Demirtepe target was announced in January 2011 and intersected significant copper-gold-silver skarn mineralization including 2.02% copper, 0.96 g/t gold and 21.64 g/t silver over 47.35 m from 112.2 m to 159.55 m. Higher grade intercepts included 9.1% copper, 4.68 g/t gold and 95.3 g/t silver over a sampled width of 8.0 m from 140.3 m to 148.3 m.

As a result of the discovery in the first hole drilled, the program at Demirtepe was expanded with an additional 10,000 meters of diamond drilling and accelerated with additional drill rigs. The size of the mineralized system at Demirtepe, as indicated by the 1,000 by 500 meter soil geochemical anomalies, geophysical anomalies, and scattered old workings suggests that the skarn mineralization encountered in the first drill-hole, and probably the target of ancient miners, is driven by a deeper porphyry system. Ongoing drilling has been focused on obtaining continuity within and expansion of the skarn mineralization.

The licenses forming the Bursa Property cover a portion of a Palaeozoic sedimentary-metamorphic-intrusive complex inlier punctuated by Tertiary intrusions, mainly granodiorite, with associated porphyry-style hydrothermal alteration and mineralisation. The inlier is partially faulted and its northern margin is delineated by the major west-northwest trending Eskişihir Fault. The area is comparable in many ways with other porphyry-bearing areas within the Tethyan Belt.

Empire's Qualified Person, David C. Cliff, BSc (Hons), MIMMM, C Eng, FGS, also Empire's President & CEO, has reviewed and approved the content of this news release.

ON BEHALF OF THE BOARD

Robert F. Giustra, Chairman

This release contains forward-looking information and statements, as defined by law including without limitation Canadian securities laws and the "safe harbor" provisions of the US Private Securities Litigation Reform Act of 1995 ("forward-looking statements"), respecting the Amended Agreement, and the closing conditions underlying such Amending Agreement. Forward-looking statements involve risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied by the forward-looking statements, including without limitation the ability to obtain regulatory and TSX Venture Exchange approvals of the transactions contemplated under the Amended Agreement; the ability to obtain applicable exemptions from prospectus and registration requirements in connection with the issuance of securities of Empire; ability to make the required payments under the Amended Agreement, which may include the requirement to obtain alternate financing; changes in the market; decisions respecting whether or not to pursue the transactions contemplated under the Amended Agreement; non-performance by contractual counterparties; and general business and economic conditions. Forward-looking statements are based on a number of assumptions that may prove to be incorrect, including without limitation assumptions about: general business and economic conditions; that Empire will be able to successfully complete the conditions precedent to the Amended Agreement, including without limitation the ability to obtain regulatory and TSX Venture Exchange approvals; that Empire will continue to desire to close the transactions under the Amended Agreement; the ability to locate sufficient financing for ongoing operations; and general market conditions. The foregoing list is not exhaustive and Empire undertakes no obligation to update any of the foregoing except as required by law.

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.

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