Execution of SPA for Eclipse Mining Lease

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 or contact:

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.