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 UNITED STATES
 
 SECURITIES AND EXCHANGE COMMISSION
 
 Washington, D.C. 20549
 
 
 
 FORM 8-K
 
 
 
 CURRENT REPORT
 
 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
 
 Date of Earliest Event Reported: May 26, 2015
 
 
 
 
 
 Empire Energy Corporation International
 
 (Exact name of registrant as specified in its charter)
 
 
 
 
 
 
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 |  | Nevada 
 
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 | 1-10077 
 
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 | 87-0401761 
 
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 Incorporation)
 
 
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 identification no.)
 
 
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 6750 Antioch Road
 
 Merriam, Kansas 66204
 
 (Address of principal executive offices, including zip code)
 
 
 
 
  +61 3 6231 3529 
 (Registrant’s telephone number, including area code)
 
 
 
 
 
 Check the appropriate box below if the Form 8-K  filing is intended to simultaneously satisfy the filing obligation of  the registrant under any of the following provisions (see General  Instruction A.2 below):
 
 
 
 . Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
 . Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
 . Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 210.14d-2(b))
 
 
 
 . Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
 
 
 
 
 
 
 Item 8.01 Other Events
 
 
 
 On May 27, 2015 Alpha Prospects  PLC issued the following press release regarding its interest in Empire  Energy Corporation International.
 
 
 
 ALPHA PROSPECTS PLC
 
 (“Alpha”)
 
 
 
 EMPIRE ENERGY UPDATE
 
 SMART WIN AGREEMENT
 
 
 
 Alpha Prospects Plc, the  investment management company listed on the GXG Exchange, focused on  companies with fast growth and/or recovery prospects, announces that  agreement has been reached between Empire Energy Corporation  International Inc (“Empire”) and Smart Win International Limited (“Smart  Win”).
 
 
 
 Tasmanian Oil And Gas Limited  (“TOG”), in which Alpha holds a majority shareholding, will be working  closely with Empire to develop the Tasmanian interests.
 
 
 
 The following statement was issued by Paul Batista, Empire’s US counsel:
 
 
 
 “Empire Energy Corporation  International and Empire’s Chief Executive Officer, Malcolm Bendall, and  Smart Win International Limited have agreed to resolve their claims and  counterclaims on a basis that allows Empire the opportunity to continue  to finance and purse Empire’s business plans and historical assets in  the Tasmanian Basin. The settlement agreement, which is confidential,  permits Smart Win to retain an equity investment in Empire.
 
 
 
 The resolution between Smart Win  and Empire will, in the opinion of Empire’s management, give Empire the  ability to pursue the parties, such as Hunt Energy and others, which  were responsible for the impairment of Empire’s assets and business  plans.
 
 
 
 Empire recognises that third  parties with improper pre-meditated objectives were responsible for the  loss of Empire’s business plan to exploit oil and gas energy resources  covered by licenses issued to Empire and one of its subsidiaries by the  Tasmanian Government.
 
 
 
 The settlement empowers Empire to  focus on its efforts to implement plans to exploit oil and other energy  resources in Tasmania.”
 
 
 
 27 May 2015
 
 Enquiries:
 
 
 
 Alpha Prospects PLC
 
 Christopher Foster
 
 
  +44 20 7518 4300 
 
  +44 (0) 7525 688 741 
 
 
 Lothbury Financial Services
 
 Michael Padley
 
 
  +44 20 3290 0707 
 
 Company website: alphaprospectsplc.com
 
 
 
 
 
 
 On May 26, 2015 Alpha Prospects  PLC issued the following press release regarding its interest in Empire  Energy Corporation International.
 
 
 
 ALPHA PROSPECTS PLC
 
 ("Alpha" or the "Company")
 
 
 
 TOG Investment
 
 
 
 Alpha Prospects Plc ("Alpha"), the  investment management company listed on the GXG Exchange, focused on  companies with fast growth and/or recovery prospects, is pleased to  announce that it has today purchased 4,500,000 shares (representing a  44.7% shareholding)  in Tasmanian Oil and Gas Ltd ("TOG") from Empire  Energy Corporation International, Inc. ("EEGC"), and 2,500,001 shares  (representing 24.8%) from TXO Plc.
 
 
 
 The consideration payable to EEGC  is £346,095, which is to be satisfied by the issue of 13,843,800 new  Alpha shares at 2.5p each and for TXO the payment of £ 192,275 is to be  satisfied by the issue of 7,691,000 new Alpha shares.
 
 
 
 Following these transactions Alpha will own a total of 9,066,959 shares in TOG equating to 90.2%.
 
 
 
 Post the above share issues, the  Company's enlarged issued share capital will comprise 309,645,777  Ordinary Shares with voting rights.  The Company does not hold any  shares in Treasury.  The figure of 309,645,777 Ordinary Shares may  therefore be used by shareholders in the Company as the denominator for  the calculations by which they will determine if they are required to  notify their interest in, or a change in their interest in, the share  capital of the Company.
 
 
 
 EEGC's holding will be 13,843,800  shares and TXO's 7,691,000 shares, representing 4.5% and 2.5% of the  issued share capital of Alpha, respectively.
 
 
 
 Christopher Foster, CEO of Alpha  Prospects Plc, commented: "Having acquired control of TOG, we look  forward to working with the team in Tasmania, who have exceptional local  knowledge, to drive the business forward.  A number of licence  applications are being worked on to develop and expand the Tasmanian  interests, which the Board believe offer an excellent opportunity based  on results to date."
 
 
 
 Company website: alphaprospectsplc.com
 
 
 
 26 May 2015
 
 
 
 Enquiries:
 
 
 
 Alpha Prospects PLC
 
 Christopher Foster
 
 
  +44 20 7518 4300 
 
  +44 (0) 7525 688 741 
 
 
 Lothbury Financial Services
 
 Michael Padley
 
 
  +44 20 3290 0707 
 
 
 
 
 Empire Contact: Malcolm Bendall
 
 
  +61 3 6231 3529 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 SIGNATURES
 
 
 
 Pursuant to the  requirements of the Securities Exchange Act of 1934, the Company has  duly caused this report to be signed on its behalf by the undersigned  hereunto duly authorized.
 
 
 
 
 
 EMPIRE ENERGY CORPORATION INTERNATIONAL
 
 
 
 Dated: May 27, 2015
 
 
 
 By:   /s/ Malcolm Bendall
 
 Mr. Malcolm Bendall
 
 Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
 
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