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PRIVATE PLACEMENT FINANCING CLOSED

By May 28, 20162016 News Releases, News

Empire Rock Minerals Inc. (“Empire”) has closed its previously announced private placement financing of $320,000 comprised of 4,000,000 units at $0.08 per unit, of which $160,000 has been issued on a flow-through basis. Each unit consists of one common share and one five-year transferable warrant entitling the holder to purchase one additional share at a price of $0.15 per share during the first year and $0.30 thereafter. The flow-through shares comprising the flow-through units and flow-through shares issuable upon exercise of the warrants comprising the flow-through units will entitle the holder to receive the tax benefits applicable to flow-through shares in accordance with provisions of the Income Tax Act (Canada). The units are restricted from trading until September 28, 2016.

The $160,000 in flow-through proceeds will fund qualifying expenditures on Empire’s properties. Non-flow-through proceeds will be used to pay for costs related to the acquisition of the Fox Creek Lithium Project by Empire and other corporate matters. The financing has been accepted for filing by the TSX Venture Exchange.

The subscriptions by two insiders of Empire Rock, for a total of 500,000 units or $40,000, comprising 12.5% of the total amount raised, constitute related party transactions within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Empire Rock is relying on the exemptions contained in sections 5.5(a) and section 5.7(1)(a) as the fair market value of the participation in the private placement by the two insiders does not exceed 25 per cent of the market capitalization of Empire Rock, as determined in accordance with MI 61-101. Empire Rock’s board of directors and specifically the independent members of the board carefully reviewed and approved the private placement subscriptions by the two insiders. Empire Rock did not file a material change report in respect of the related party transaction at least 21 days before closing of the private placement as the date of closing was not previously known.

Empire is a Canadian exploration and development company focused on the emerging green energy sector. Empire has agreed to acquire a 100% interest in the Well Permit and a 70% interest in the surrounding Fox Creek Lithium Project, both located in the Fox Creek area of Alberta and totaling 362,000 acres. Empire also owns a 100% interest in the Buck Lake platinum, palladium, nickel discovery located 25 km west of the Lac des Iles mine, Thunder Bay, Ontario, Canada; an interest in the Graphite West Project, a prospective hydrothermal graphite exploration target located immediately west of Zenyatta Ventures Ltd.’s Albany hydrothermal graphite deposit; and the Gwyn Lake gold property in Ontario. Empire currently has 20,059,163 shares outstanding. Empire’s common shares are listed and called for trading on the TSX Venture Exchange with the trading symbol “EPR”.

Empire Rock Minerals Inc. News Release
May 27, 2016
Page 2 of 2
For further information contact: Lisa M. Chapman, President
E-mail: lisa@empirerockminerals.com
Tel: 604.683.3288 ext. 1009
EMPIRE ROCK MINERALS INC.
PER: “Lisa Chapman”
LISA M. CHAPMAN
President & CEO
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or the accuracy of this release. Cautionary Note to US Investors: This news release may contain information about adjacent properties on which we have no right to explore or mine. We advise U.S. investors that the SEC’s mining guidelines strictly prohibit information of this type in documents filed with the SEC. U.S. investors are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on our properties. This news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.

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