Vancouver, British Columbia, Canada, December 16, 2011. Empire Mining Corporation
") is pleased to announce that is has issued the share consideration to Alacer Gold Corp. ("Alacer
") in connection with its acquisition of a 100% interest in the Bursa Licences, which cover the Demirtepe and Karapinar projects in Turkey, as last announced October 19, 2011. Empire is now required to pay the sum of US$1,500,000 on or before December 31, 2011 to complete the acquisition.
In the aforementioned issuance, Empire has issued 11,563,861 common shares (each, a "Share
") to Alacer. Alacer is located at 10333 East Dry Creek Road, Suite 240, Englewood, CO 80112, United States. Prior to the aforementioned issuance, Alacer held 1,000,000 Shares, which represented approximately 1.93% of Empire's issued and outstanding Shares. Alacer now holds 12,563,861 Shares, representing approximately 19.9% of Empire's issued and outstanding Shares and an increase of approximately 17.97%. Empire understands that Alacer's Share holdings are all direct ownership. Shares issued to Alacer are issued at the deemed price of $0.37 per Share. Alacer has informed Empire that its purpose in effecting the aforementioned transaction is for investment purposes and it has no present intention to acquire ownership of, or control over, additional securities of Empire. Empire has issued the Shares in reliance on the Accredited Investor exemption under applicable securities law.
ON BEHALF OF THE BOARD
Robert F. Giustra
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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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 closing conditions to complete the acquisition. 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 approvals of the transactions; the ability to make the required payments under the amended agreement; changes in the market; decisions respecting whether or not to pursue the transactions; 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 approvals; that Empire will continue to desire to close the transactions thereunder; 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.