Conditional Sale of 75% of Eclipse Gold Project

The agreement includes a three-month exclusivity and due diligence period, during which the proposed purchaser will complete technical and commercial due diligence on the Project.

Highlights

• Conditional sale of Empire's 75% interest in the Eclipse ML, a non-core gold asset
• Purchaser is a reputable Western Australian mining services company operating in the Kalgoorlie region
• Total consideration of A$750,000 cash for Empire's interest, subject to successful completion of due diligence
• Transaction supports Empire's strategy to focus capital and resources on the Pitfield Titanium Project

Shaun Bunn, Managing Director, said: "This conditional sale represents a further step in our strategy to streamline the portfolio and focus management attention and capital on advancing the Pitfield Project. Eclipse is a non-core asset for Empire, and this transaction provides an opportunity to unlock value while reducing ongoing holding and resourcing costs. We look forward to progressing the due diligence phase with the purchaser."

The Eclipse ML Project

The Eclipse ML is a small granted mining lease located near Kalgoorlie, Western Australia, which has historically been subject to gold exploration. As part of its broader portfolio rationalisation strategy, Empire has been actively reviewing options to reduce exposure to non-core assets and is pleased to have entered into an exclusivity arrangement with the purchaser in respect of its interest in the Project.

Sale Terms

Key terms of the conditional sale agreement include:

• The sale relates to Empire's 75% interest in mining lease M27/153 (Eclipse ML)
• The agreement includes a three-month exclusivity and due diligence period
• During the exclusivity period, the purchaser may conduct a small RC drilling programme as part of its due diligence
• Total consideration of A$750,000 for Empire's 75% interest, comprising:

o A$50,000 non-refundable cash deposit, payable within five days of execution of the agreement; and

o A$700,000 cash payable on completion, following successful due diligence

Next Steps

The anticipated next steps are as follows:

• The due diligence period last three months, to be conducted by the Purchaser.
• A Program of Works has been submitted to the Department of Mines, Petroleum and Exploration (DMPE) to support a small drill campaign, to be funded by the Purchaser
• Subject to a successful due diligence period, settlement is expected to occur in early April.
• Empire continues to review options for other non-core assets, consistent with its strategy to accelerate development activities at the Pitfield Project.