EMPIRE RESOURCES LIMITED — AGM Information 2008

Oct 13, 2008

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ACN 092 471 513

NOTICE OF ANNUAL GENERAL MEETING

The attached Annexure A “Explanatory Memorandum” should be read in conjunction with this Notice of Meeting.

NOTICE IS HEREBY GIVEN that the Annual General Meeting of shareholders of Empire Resources Limited ACN 092 471 513 (“ the Company ”) will be held at the Metro Hotel, Banksia Room, 61 Canning Highway, South Perth, Western Australia on 19[th] November 2008 at 10 a.m., to conduct the following business:

BUSINESS OF THE MEETING

ANNUAL REPORT 2008

To receive and consider the financial report together with the Directors’ report (including the remuneration report) and auditor’s report for the financial year ended 30 June 2008.

ORDINARY BUSINESS – RESOLUTIONS

1. Adoption of Remuneration Report

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the remuneration report for the period ended 30 June 2008 be adopted.”

2. To re-elect Mr Adrian Griffin as a Director

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That Mr Adrian Griffin, who retires as a Director in accordance with rule 3.6 of the Company’s Constitution and, being eligible, having offered himself for re-election, be and is hereby re-elected as a Director".

3. Ratification of previous share issues – Meekal Pty Ltd

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purpose of ASX Listing Rule 7.4 and for all other purposes, shareholders of the Company approve and ratify the prior issue of 500,000, 1,250,000 and 1,000,000 fully paid ordinary shares on 4 December 2007, 5 February 2008 and 26 May 2008 respectively, to Meekal Pty Ltd, to complete the acquisition of a 100% interest in the Yuinmery copper-gold project.”

The Company will disregard any votes cast on this resolution by a person who participated in the issue or an associate or associates of that person. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or

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it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

4. Ratification of previous share issue – Peter Simmonds

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purpose of ASX Listing Rule 7.4 and for all other purposes, shareholders of the Company approve and ratify the prior issue of 100,000 fully paid ordinary shares on 4 December 2007 to Peter Simmonds pursuant to the Larkins Find Gold and Nickel Project Farm in and JV Agreement.”

The Company will disregard any votes cast on this resolution by a person who participated in the issue or an associate or associates of that person. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

5. Ratification of previous share issue – Raymond Muskett

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purpose of ASX Listing Rule 7.4 and for all other purposes, shareholders of the Company approve and ratify the prior issue of 100,000 fully paid ordinary shares on 4 December 2007 to Raymond Muskett pursuant to the Larkins Find Gold and Nickel Project Farm in and JV Agreement.”

The Company will disregard any votes cast on this resolution by a person who participated in the issue or an associate or associates of that person. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

6. Ratification of previous share issue – Rubystar Nominees Pty Ltd

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purpose of ASX Listing Rule 7.4 and for all other purposes, shareholders of the Company approve and ratify the prior issue of 1,000,000 fully paid ordinary shares on 12 May 2008 to Rubystar Nominees Pty Ltd pursuant to the Penny’s Find Option Agreement.”

The Company will disregard any votes cast on this resolution by a person who participated in the issue or an associate or associates of that person. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

7. Ratification of previous share issue – Apex Minerals NL

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purpose of ASX Listing Rule 7.4 and for all other purposes, shareholders of the Company approve and ratify the prior placement of 5,000,000 fully paid ordinary shares on 3 July 2008 to Apex Minerals NL.”

The Company will disregard any votes cast on this resolution by a person who participated in the issue or an associate or associates of that person. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or

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it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

All Shareholders are invited to attend. An Explanatory Memorandum to Shareholders follows this notice as detailed in Annexure A.

By Order of the Board

Simon Storm Company Secretary

23 September 2008

PROXIES

1. A Proxy Form is enclosed with this Notice.

2. A member may appoint not more than 2 proxies. A proxy need not be a member.

3. Where a member appoints 2 proxies and does not specify the proportion or number of the member's votes each proxy may exercise half of the member's rights.

4. An instrument appointing a proxy or a power of attorney may not be treated as valid unless:

(a) in the case of a proxy, the Proxy Form, and, if it is executed by an attorney, the relevant power of attorney or a certified copy of it; and

(b) in the case of an attorney, the power of attorney or a certified copy of it, to the satisfaction of the Directors is or are deposited at the Company's registered office at 53 Canning Highway, Victoria Park, Western Australia or on fax number (08) 9361-3184 by no later than 48 hours before the time fixed for holding the meeting.

1. An instrument appointing a proxy must be in writing under the hand of the appointor or of the appointor's attorney duly authorised in writing or, if the appointor is a body corporate, either under its common seal if it has a common seal, or under the hand of an officer or duly authorised attorney or duly authorised representative.

2. In accordance with regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined that all securities of the Company registered as at 48 hours before the time appointed for the meeting will be taken for purposes of the meeting, to be held by the persons who are registered holders thereof at 10.00 a.m. WST on 17[th] November 2008. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the meeting.

OTHER

Words, which are defined in the Explanatory Memorandum, have the same meaning when used in this Notice of Meeting unless the context requires otherwise. For assistance in considering the Notice of Meeting and the Explanatory Memorandum, the following words are defined here:

“ASX” means Australian Securities Exchange Limited (ACN 008 624 691).

“ Board’ means the board of directors of the Company.

“Company” means Empire Resources Limited ACN 092 471 513.

“Corporations Act” means the Corporations Act 2001 (Cth).

• “Director ” means a director of the Company.

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“Dollar” or “$” means Australian Dollars.

“Explanatory Memorandum” means the explanatory memorandum set out in Annexure A to this Notice of Meeting.

“Listing Rules” means the listing rules of ASX.

“Notice of Meeting ” or “Notice” means this notice of annual general meeting.

“Proxy Form” means the proxy form accompanying this Notice of Meeting.

“Resolution” means a resolution set out in this Notice of Meeting.

“Shareholder” means a holder of Shares.

“Shares” means fully paid ordinary shares in the capital of the Company.

“WST” means Western Standard Time.

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EMPIRE RESOURCES LIMITED EXPLANATORY MEMORANDUM

ANNEXURE A

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the annual general meeting of Shareholders to be held on 19[th] November 2008 (“ the Meeting ”).

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting.

BUSINESS OF THE MEETING

Annual Report 2008

Section 317 of the Corporations Act requires the Directors to lay before the annual general meeting the financial report, Directors’ report (including the remuneration report) and the auditor’s report for the last financial year that ended before the annual general meeting.

In accordance with section 250S of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions or make statements in relation to these reports but no formal resolution to adopt the reports will be put to Shareholders at the annual general meeting (save for Resolution 1 for the adoption of the remuneration report).

ORDINARY BUSINESS – RESOLUTIONS

1. Resolution 1 – Adoption of Remuneration Report

Section 250R of the Corporations Act requires that a resolution that the remuneration report be adopted must be put to the vote at the Company’s annual general meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company.

In accordance with section 250SA of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions, or make comments on, the remuneration report at the annual general meeting.

2. Resolution 2 – Re-election of Mr Griffin as Director

In accordance with rule 3.6 of the Company’s Constitution, at each annual general meeting of the Company one third of the Directors for the time being, or if their number is not 3 or a multiple of 3, then the number nearest to but not exceeding 1/3 need to retire from office by rotation, but no Director may retain office for more than 3 years without submitting himself or herself for re-election even though the submission results in more than 1/3 of the Directors retiring from office.

Accordingly, Mr Griffin is required to retire by rotation at the forthcoming annual general meeting, and being eligible, offers himself for re-election as a Director.

Mr Griffin is a member of the Australasian Institute of Mining and Metallurgy ('AusIMM') and the Geological Society of Australia. He began his professional career with exploration for base metals in Tasmania. He went on to develop mine planning, grade control and exploration methods in iron ore with BHP.

In the 1980s, Mr Griffin was operations manager for a number of public companies involved in the mining and production of gold and base metals throughout Australia and southeast Asia. In 1988, he managed the commissioning of underground production at the Bellevue gold mine in Western Australia.

Mr Griffin began consulting to the mining industry in 1990 and has held board positions with a number of public companies since then. His management experience is broad, encompassing as it does exploration, financing, development, commissioning and the production of a wide range of mineral commodities.

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The Board of Directors, with the exception of Mr Griffin, unanimously recommend that you vote in favour of Mr Griffin’s re-election as a Director.

3. Resolutions 3 to 7 (inclusive) – Ratification of previous Share issues

Resolution Number	Allottee	Price	Issue Date	Number of	Explanation
		$		Shares
	Meekal Pty Ltd	0.22	4-Dec-07	500,000	Complete the acquisition of a 100% interest in the Yuinmery copper-gold project.
3		0.135	5-Feb-08	1,250,000
		0.15	26-May-08	1,000,000
4	Peter Simmonds	0.18	4-Dec-07	100,000	Issue pursuant to the Larkins Find Gold and Nickel Project Farm in and JVAgreement.
5	Raymond Muskett	0.18	4-Dec-07	100,000	Issue pursuant to the Larkins Find Gold and Nickel Project Farm in and JVAgreement.
6	Rubystar Nominees Pty Ltd	0.18	12-May-08	1,000,000	Pursuant to the Penny’s Find Option Agreement.
7	Apex Minerals N.L	0.17	3-Jul-08	5,000,000	Placement to raise $850,000 to progress Yuinmery copper-gold projectinWA

The Shares issued rank pari passu with all other ordinary shares on issue.

ASX Listing Rule 7.1 requires shareholder approval for an issue of securities if, over a 12 month period, the number of securities issued would exceed 15% of the number of ordinary shares on issue at the start of that 12 month period, subject to certain exceptions. Under ASX Listing Rule 7.4, an issue of securities made without approval under ASX Listing Rule 7.1 is treated as having been made with approval for the purposes of ASX Listing Rule 7.1 if the issue did not breach ASX Listing Rule 7.1, and the issue is subsequently approved by shareholders.

Pursuant to ASX Listing Rule 7.4, approval is sought for the prior issue of Shares in Resolutions 3 to 7 (inclusive) to refresh the Company's ability to issue securities within the 15% limit in a 12 month period without shareholder approval.

The Directors recommend that shareholders vote in favour of Resolutions 3 to 7 (inclusive).

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ANNUAL GENERAL MEETING PROXY FORM

Empire Resources Limited ACN 092 471 513

All correspondence to: The Company Secretary Enquiries 08 9361 3100 Facsimile 08 9361 3184

[Insert Name]

Reference Number :

[Insert address]

Appointment of Proxy I/We being a member/s of Empire Resources Limited and entitled to attend and vote hereby appoint

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the Chairman of Write here the name of the individual or body the Meeting corporate you are appointing if this individual or OR (mark with an X ) body corporate is someone other than the Chairman of the Meeting. Please note that a member cannot appoint themself as their proxy.

or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Empire Resources Limited, to be held at the the Metro Hotel, Banksia Room, 61 Canning Highway, South Perth, and at any adjournment of that meeting.

Voting directions to your proxy – please mark � to indicate your directions

	Voting directions to your proxy – please mar	k�to indicate your dir	ections
Resolution 1	Adoption of Remuneration Report		For Against Abstain*
Resolution 2	To re-elect Mr Adrian Griffin as a Director		For Against Abstain*
Resolution 3	Ratification of previous share issues - Meekal Pty Ltd		For Against Abstain*
Resolution 4	Ratification of previous share issue - Peter Simmonds		For Against Abstain*
Resolution 5	Ratification of previous share issue - Raymond Muskett		For Against Abstain*
Resolution 6	Ratification of previous share issue - Rubystar Nominees Pty Ltd		For Against Abstain*
Resolution 7	Ratification of previous share issue - Apex Minerals N.L		For Against Abstain*

The Chairman of the Meeting intends to vote undirected proxies in favour of all the items of business.

*If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

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PLEASE SIGN HERE This section must be signed in accordance with the instructions below to enable your directions to be implemented.

Individual or Security Security Holder 2 Security Holder 2 Holder 1

Sole Director and Sole Director Company Secretary

Director/Company Secretary

/ / Contact Name Contact Daytime Telephone Date

How to complete this Proxy Form

1 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a Shareholder of the company. Do not write the name of the issuer company or the registered Shareholder in the space.

2 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your Shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of Shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

3 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company or you may copy this form.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of Shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

4 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, all of the Shareholders should sign.

Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with Security Transfer Registrars Pty Ltd. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed In accordance with section 127 of the Corporations Act 2001. Please indicate the office held by signing in the appropriate place.

If a representative of a corporate Shareholder or proxy is to attend the meeting written proof of the representative’s appointment is to be lodged with or presented to Empire Resources Limited before the meeting.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 10 am on 17 November 2008. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged : - by posting, to Empire Resources Limited or by delivery to the Registered Office of Empire Resources Limited - by facsimile to	Address
	53 Canning Highway, Victoria Park, WA 6100 (08) 9361 3184

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