REG - Empire Metals Ltd - Execution of SPA for Eclipse Mining Lease

Empire MetalsAnnouncement

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RNS Number : 8035E  Empire Metals Limited  19 May 2026

Empire Metals Limited / LON: EEE, OTCQX: EPMLF / Sector: Natural Resources

 

 

19 May 2026

Empire Metals Limited

("Empire" or "the Company")

 

 Execution of Sale and Purchase Agreement for Eclipse Mining Lease

 

Empire Metals Limited (AIM: EEE | OTCQX: EPMLF), the AIM-quoted and
OTCQX-traded exploration and development company, is pleased to announce that
its wholly-owned Australian subsidiary, Empire Metals Australia Pty Ltd, has
executed a definitive sale and purchase agreement (the "Sale Agreement") for
the sale of its 75% interest in the Eclipse Mining Lease ("Eclipse ML"), a
non-core gold asset located near Kalgoorlie, Western Australia, on the terms
previously announced.

 

Highlights

·    Definitive Sale Agreement executed for the disposal of Empire's 75%
interest in the Eclipse ML.

·    Total consideration for Empire's 75% interest payable is A$750,000,
including a A$50,000 non-refundable deposit already received and A$700,000
payable in cash on completion.

·    The Eclipse ML sale is consistent with Empire's strategy to divest
non-core assets and focus capital and management resources on advancing the
Pitfield Titanium Project, in Western Australia.

 

Shaun Bunn, Managing Director, said: "We are pleased to confirm execution of
the  definitive sale and purchase agreement for Empire's 75% interest in the
Eclipse Mining Lease. The transaction allows the Company to direct capital and
management focus to advancing the Pitfield Titanium Project, one of the
largest titanium discoveries globally. Completion of the sale is expected in
the near term, subject to satisfaction of the remaining conditions."

 

Background

As announced on 30 December 2025, Empire's wholly-owned Australian subsidiary
entered into a conditional sale agreement for its 75% interest in mining lease
M27/153 (Eclipse ML), held in joint venture with the holder of the remaining
25% interest. The agreement included a three-month exclusivity and due
diligence period, which was extended by one month on 31 March 2026 to enable
the purchaser to complete its analysis of assay results from a 10-hole,
514-metre RC drilling programme carried out at the Project during the due
diligence period.

 

Sale Terms

Key terms of the Sale Agreement include:

·    the sale relates to Empire's 75% interest in mining lease M27/153
(Eclipse ML);

·    total consideration for Empire's 75% interest payable is A$750,000,
including a A$50,000 non-refundable deposit already received and A$700,000
payable in cash on completion;

·    completion is subject to satisfaction of customary conditions
precedent including Ministerial approval;

·    the Sale Agreement contains representations, warranties and
indemnities customary for a transaction of this nature.

 

Next Steps

The parties will now work towards satisfaction of the conditions precedent
under the Sale Agreement, with completion expected to follow shortly
thereafter. A further announcement will be made on completion of the
transaction.

Empire continues to review options for other non-core assets, consistent with
its strategy to accelerate development activities at the Pitfield Project.

 

Market Abuse Regulation (MAR) Disclosure

Certain information contained in this announcement would have been deemed
inside information for the purposes of Article 7 of Regulation (EU) No
596/2014, as incorporated into UK law by the European Union (Withdrawal) Act
2018, until the release of this announcement.

 

For further information please visit www.empiremetals.co.uk
(http://www.empiremetals.co.uk) or contact:

 

 Empire Metals Ltd                                                        Tel: 020 4583 1440

 Shaun Bunn / Greg Kuenzel / Arabella Burwell

 S. P. Angel Corporate Finance LLP (Nomad & Joint Broker)                Tel: 020 3470 0470

 Ewan Leggat / Adam Cowl

 Canaccord Genuity Limited (Joint Broker)                                Tel: 020 7523 8000

 James Asensio / Christian Calabrese / Rory Blundell / Charlie Hammond

 Shard Capital Partners LLP (Joint Broker)                               Tel: 020 7186 9950

 Damon Heath

 Tavistock (Financial PR)                                                empiremetals@tavistock.co.uk (mailto:empiremetals@tavistock.co.uk)

 Emily Moss / Josephine Clerkin                                          Tel: 020 7920 3150

 

About Empire Metals Limited

Empire Metals Ltd (AIM: EEE and OTCQX: EPMLF) is an exploration and resource
development company focused on the commercialisation of the Pitfield Titanium
Project, located in Western Australia. The titanium discovery at Pitfield is
of unprecedented scale and hosts one of the largest and highest-grade titanium
resources reported globally, with a Mineral Resource Estimate (MRE) totalling
2.2 billion tonnes grading 5.1% TiO₂ for 113 million tonnes of contained
TiO₂.

Titanium mineralisation at Pitfield occurs from surface and displays
exceptional grade continuity along strike and down dip. The MRE extends across
just 20% of the known mineralised footprint, providing substantial potential
for further resource expansion.

Conventional processing has already produced a high-purity product grading
99.25% TiO₂, suitable for titanium sponge metal or pigment feedstock. With
excellent logistics and established infrastructure, Pitfield is strategically
positioned to supply the growing global demand for titanium and other critical
minerals.

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