Empress Resources Corp. and Alto Ventures Ltd. announce they have entered into a non-binding letter agreement for a proposed business combination. Pursuant to the Transaction, Alto will acquire all the issued and outstanding common shares of Empress from their holders on the basis of one common share of Alto being exchanged for each common share of Empress. The combination of Alto and Empress will create a well-funded exploration-focused company ("New Alto") which will hold the mineral properties currently held by Alto. Alto will undergo a 5:1 share consolidation effective upon closing of the Transaction. As part of the Transaction, Empress will spin off a new company ("New Empress") with each Empress shareholder receiving one share of New Empress for every Empress share held. New Empress will acquire up to ten royalties and marketable securities from Alto and in exchange, Alto shareholders will receive one share of New Empress for every Alto share held. New Alto's Board of Directors will consist of Duncan Gordon (Chairman), Richard Mazur, Jeremy Bond, David Rhodes, and Michael Bandrowski. Michael Bandrowski will also serve as CEO of New Alto. Mr. Bandrowski has over 15 years of capital markets and exploration experience on both domestic and international markets. Most recently he was Director, Mining Investment Banking at a Canadian bank where he focused on small and mid-cap mining companies.