EMPIRE CAPITAL CORP. ANNOUNCES PROPOSED NON-BROKERED PRIVATE PLACEMENT

TSX Venture Exchange: EPM
Shares Issued and Outstanding: 8,465,933

HALIFAX, April 6 /CNW/ - Empire Capital Corp. (TSXV:EPM) ("Empire Capital" or the "Company") is pleased to announce a private placement to raise up to $2 million through the issuance of 1,500,000 units ("Units") at a price of $1.00 per Unit for gross proceeds of $1,500,000, and 400,000 flow-through shares at a price of $1.25 per share for gross proceeds of $500,000 (collectively, the "Offering"), subject to regulatory approval and closing.

Each Unit will consist of one common share (a "Common Share") and one-half (½) of one Common Share purchase warrant (a "Warrant"). Each whole Warrant will entitle the holder to acquire one additional Common Share at a price of $1.50 for a period of 24 months from the date of issuance. If the closing share price of the common shares on the TSX Venture Exchange is greater than $2.50 per common share for a period of 20 consecutive trading days at any time following the issuance of the Warrants, the Company may accelerate the expiry date of the Warrants by issuing a press release announcing the reduced warrant term whereupon the Warrants will expire on the 30th calendar day after the date of the press release.

The Company intends to use the net proceeds of the Offering for mineral exploration and working capital purposes. The securities issued pursuant to the Offering will be subject to a four-month and one day statutory hold period. In connection with the Offering, certain eligible finders will receive a commission.

About Empire

Empire Capital Corp. is a junior explorer focused on gold. Our model is find targets that have the potential for multi-million ounce deposits and to that end the company has been reviewing opportunities in Canada, USA, Africa and South America.

Forward-Looking Information

This news release contains forward-looking statements which include statements regarding the Corporation's future plans, as well as statements regarding financial and business prospects and the Corporation's future plans, objectives or economic performance and financial outlooks. The Corporation believes that the expectations reflected in this news release are reasonable but actual results may be affected by a variety of variables and may be materially different from the results or events predicted in the forward-looking statements. Readers are therefore cautioned not to place undue reliance on these forward-looking statements.

There can be no assurance that the exploration program will identify any priority targets. The actual results and future events could differ materially from those anticipated in this news release. The time frames identified to work programs and other activities may vary significantly from actual completion of the proposed work programs.

In evaluating forward-looking statements readers should consider the risk factors which could cause actual results or events to differ materially from those indicated by such forward-looking statements. These forward-looking statements are made as of the date hereof, and unless otherwise required by applicable securities laws, the Corporation does not intend nor does it undertake any obligation to update or revise any forward-looking statements.

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 of accuracy of this release.

CAUTIONARY STATEMENT: Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release. This news release contains certain forward-looking statements which are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected. Empire Capital does not undertake any obligation to update forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking-statements.

SOURCE Empire Capital Corp.

For further information:

Terry Christopher
CEO and President
408 - 1550 Bedford Highway,
Bedford, NS, B4A 1E6
Tel: (902) 405-3520
info@empirecapitalcorp.ca
www.empirecapitalcorp.ca

Profil de l'entreprise

Empire Capital Corp.

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