Empire Minerals Corporation Inc. Completes Private Placement

Toronto, Ontario--(Newsfile Corp. - December 24, 2022) - Empire Minerals Corporation Inc. (the "Company") is pleased to announce that it has completed a non-brokered private placement of flow through units ("FT Units") for gross proceeds of $600,000 CDN. The Company intends to use the gross proceeds of the offering to incur "Canadian exploration expenses" that qualify as "flow-through mining expenditures" as both terms are defined in the Income Tax Act (Canada).

The Company issued 6,000,000 FT Units at a price of $0.10 CDN per unit. Each FT Unit consists of one (1) common share ("FT Common Share") and one common share purchase warrant ("Unit Warrant"). Each FT Common Share will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada). Each Unit Warrant entitles the holder to acquire one non-flow-through common Share ("Warrant Share") at a price of $0.50 CDN for a period of twenty-four (24) months from the date of issuance. All securities issued pursuant to the Private Placement are subject to a statutory hold period expiring on April 23, 2023 in accordance with applicable securities legislation. Mr. Angelo Parravano, CEO, Director and controlling shareholder as well as Mr. Robert Salna, a controlling shareholder both subscribed to 3,000,000 FT Units for $300,000 each.

The private placement is a "related party transaction" for purposes of Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101, specifically, the Company is exempt from the formal valuation requirement in section 5.4 in reliance on Section 5.5(b) as the Company is not listed on a specified market. Additionally, the Company is exempt from minority shareholder approval requirement in Section 5.6 in reliance on Section 5.7(1)(b) as the private placement is less than $2,500,000 CDN and is not listed on a specified market. The private placement is for the purpose of continuing the acquisition of mining properties; the Company has one or more independent directors in respect of the private placement; and the Company's board of directors, acting in good faith, has determined, and at least two-thirds of the Company's independent directors, acting in good faith, has determined that the Company is in need of improving its financial position and the terms of the private placement are reasonable in the circumstances of the Company.

Each related party subscriber previously held 13,000,000 common shares representing 46% of the Company. After this private placement, each subscriber holds or controls 16,000,000 common shares representing 47% of the Company with 34, 032,701 common shares issue and outstanding. On a fully diluted based, each subscriber would own 47.5% if all Unit Warrants were exercised.

The financing was approved by the board of directors pursuant to a directors' resolution dated December 21, 2022. The Company did not have a formal process for the review and approval of the private placement. Due to the size of the Company and the financial hardship, the directors, other than Mr. Angelo Parravano, approved the private placement after a discussion. The Company did not file a material change report more than 21 days before the expected closing of the private placement because the details of the transaction were not settled until shortly prior to the closing and the Company wished to close on an expedited basis for business reasons. The Company does not have any valuation or prior valuations that relate to the subject matter of or is otherwise relevant.

The Company will file a material change report on SEDAR in respect of the private placement, a copy of which will be sent by the Company to any shareholder upon request and without charge. Contact sheriquestion@gmail.com^[1] for information.

For more information, please contact

Empire Minerals Corporation Inc.Angelo Parravano, CEOangeloparravano@rogers.com^[2]

NOT FOR DISSEMINATION, DISTRIBUTION, RELEASE, OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/149483^[3]

References

1. ^{^} sheriquestion@gmail.com (www.newsfilecorp.com)
2. ^{^} angeloparravano@rogers.com (www.newsfilecorp.com)
3. ^{^} https://www.newsfilecorp.com/release/149483 (www.newsfilecorp.com)