EMPIRE RESOURCES LIMITED — AGM Information 2009

Oct 18, 2009

ACN 092 471 513

NOTICE OF ANNUAL GENERAL MEETING

The attached "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 19th November 2009 at 10 a.m., to conduct the following business:

BUSINESS OF THE MEETING

ANNUAL REPORT 2009

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 2009.

ORDINARY BUSINESS – RESOLUTIONS

RESOLUTION 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 2009 be adopted."

RESOLUTION 2 – TO RE-ELECT MR ADRIAN JESSUP AS A DIRECTOR

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

"That Mr Adrian Jessup, 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".

RESOLUTION 3 – RATIFICATION OF PREVIOUS SHARE ISSUE

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 10,750,000 fully paid ordinary shares at 5 cents per share on 14 August 2009 to sophisticated and professional investors, to fund ongoing working capital requirements of the Company."

Voting Exclusion

For the purposes of ASX Listing Rule 7.5.6 in relation to Resolution 3, the Company will disregard any votes cast by or on behalf of a person who participated in the placement or any of their respective associates. However, the Company need not disregard a vote if:

(a) 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

(b) 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.

RESOLUTION 4 – ISSUE OF SHARES

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

"That, for the purposes of Listing Rule 7.1 of the Listing Rules of ASX and for all other purposes, the Company be authorised to allot and issue 1,850,000 fully paid ordinary shares at 5 cents per share to sophisticated and professional investors, to fund ongoing working capital requirements of the Company."

Voting Exclusion

In accordance with Listing Rule 7.3.8, any votes cast on Resolution 4 by or on behalf of a person who may participate in the issue of shares and a person who might obtain a benefit, except a benefit solely in the capacity as a holder of Shares, if Resolution 4 is passed, or any of the respective associates of such persons, will be disregarded.

However, the Company need not disregard a vote if:

(a) 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

(b) 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.

RESOLUTION 5 – ESTABLISHMENT OF THE EMPIRE RESOURCES OPTION PLAN

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

"That, for the purposes of Listing Rule 7.2, exception 9(b) and for all other purposes, the Directors are authorised to implement and maintain the Empire Resources Option Plan and to issue Options under the Plan from time to time upon the terms and conditions specified in the Empire Resources Option Plan Rules as an exception to Listing Rule 7.1 for a period of 3 years after the date of this meeting."

Voting Exclusion

For the purpose of Exception 9 of Listing Rule 7.2 in relation to Resolution 5, the Company will disregard any votes cast on Resolution 5 by a director of the entity (except one who is ineligible to participate in the option plan) and any of their associates.

RESOLUTION 6 – APPOINTMENT OF AUDITOR

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:

"That, for the purposes of section 327D of the Corporations Act and for all other purposes, approval is given for the Directors to appoint HLB Mann Judd of 15 Rheola Street, West Perth, WA, as auditor of the Company, having been nominated by a shareholder and consented in writing to act in the capacity of auditor."

All Shareholders are invited to attend. An Explanatory Memorandum to Shareholders follows this notice.

By Order of the Board

Simon Storm Company Secretary

13 October 2009

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 17th November 2009. 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.

"Committee" means the Board's Remuneration Committee or such other committee as is established by the Board to administer the Plan.

"Company" means Empire Resources Limited ACN 092 471 513.

"Corporations Act" means the Corporations Act 2001 (Cth).

"Director" means a director of the Company.

"Dollar" or "\$" means Australian Dollars.

"Empire Option Plan Terms" means the terms and conditions of the Empire Resources Option Plan as summarised in the Explanatory Memorandum.

"Employee" includes an officer, employee or contractor of, or consultant to, the Company.

"Explanatory Memorandum" means the explanatory memorandum set out and attached 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.

"Plan", depending upon the context, means the Empire Resources Option Plan.

"Plan Option" means an Option granted under the Option Plan.

"Plan Security" means a Plan Option.

"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.

EMPIRE RESOURCES LIMITED EXPLANATORY MEMORANDUM

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 19th November 2009 ("the Meeting").

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

BUSINESS OF THE MEETING

Annual Report 2009

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

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

Section 250R of the Corporations Act requires that a resolution must be put to the vote at the Company's annual general meeting that the remuneration report be adopted. 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.

RESOLUTION 2 – TO RE-ELECT MR ADRIAN JESSUP AS A 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 Jessup is required to retire by rotation at the forthcoming annual general meeting, and being eligible, offers himself for re-election as a Director.

Mr Jessup also holds a Bachelor of Science degree (with honours) in economic geology from the University of Sydney and has more than 35 years continuous experience as a geologist, company director and consultant involved in mineral exploration, ore deposit evaluation and mining. He is a member of AusIMM, the Geological Society of Australia and the Australian Institute of Geoscientists.

For the last twelve years, Mr Jessup has operated a geological consulting company. During that time, he was a founding director of Sylvania Resources Limited and remained on the board for two years. Prior to that, Mr Jessup was managing director of Giralia Resources NL for eight years, from the company's inception in 1987. Previously, he had worked for AMAX Exploration Inc., as a senior geologist and as regional manager in charge of that company's mineral exploration in Western Australia.

RESOLUTION 3 – RATIFICATION OF PREVIOUS SHARE ISSUE

On 14 August 2009, the Company issued 10,750,000 fully paid ordinary shares at a price of 5 cents per Share.

Whilst the issue made on 14 August 2009 did not require the prior approval of Shareholders as it was within the Company's existing 15% placement capacity, the purpose of this resolution is to give approval to the allotment of these Shares in accordance with the requirements of Listing Rule 7.4 to provide the Company with the flexibility to issue further securities in accordance with the limits under the Listing Rules should the need arise in the future.

The following information is provided to Shareholders in accordance with the requirements of Listing Rule 7.5:

• (a) the number of Shares allotted and issued was 10,750,000;
• (b) the Shares were issued at an issue price of 5 cents per Share;
• (c) the Shares were fully paid ordinary shares in the capital of the Company;
• (d) the allottees of the Shares were sophisticated and professional investors introduced by Bligh Capital Pty Ltd and Kirke Securities Limited; and
• (e) the funds raised from the issue of the Shares were used to fund working capital requirements of the Company.

The approval given under this resolution is not given for any other purpose other than to provide the Company with the flexibility to issue further securities.

RESOLUTION 4 – ISSUE OF SHARES

The Company has resolved to issue 1,850,000 Shares at a price of 5 cents per Share.

ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that a Company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

Shareholder approval for the proposed issue is required pursuant to ASX Listing Rule 7.1.

The effect of Resolution 4 will be to allow the Directors to issue the Shares pursuant to Resolution 4 during the period of 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

ASX Listing Rule 7.3

The following information is provided to Shareholders in accordance with the requirements of Listing Rule 7.3:

• (a) the maximum number of securities to be issued under Resolution 4 is 1,850,000 Shares;

• (b) the Shares will be issued no later than 3 months after the date of Shareholder approval (or such later date to the extent permitted by any ASX waiver of the ASX Listing Rules) and it is anticipated that allotment will occur on one date;

• (c) the Shares will be issued at an issue price of 5 cents per Share;

• (d) the allottees of the Shares are sophisticated and professional investors introduced by Kirke Securities Limited;
• (e) funds raised by the issue will be utilised for exploration and other working capital requirements; and
• (f) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares.

RESOLUTION 5 – ESTABLISHMENT OF THE EMPIRE RESOURCES OPTION PLAN

To ensure that the Company has appropriate mechanisms to continue to attract and retain the services of Directors and Employees of a high calibre, the Company has established an Option Plan.

The Directors and Employees of the Company have been, and will continue to be, essential to the growth of the Company.

The Directors consider that the Plan is an appropriate method to:

• (a) reward Directors and Employees for their past performance;
• (b) provide long-term incentives to participate in the Company's future growth;
• (c) motivate Directors and Employees and generate loyalty in Employees; and
• (d) assist to retain the services of valuable Employees.

The Plan will be used as part of the remuneration planning for senior Employees. ASX corporate governance guidelines recommend that executive remuneration packages involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the Company's circumstances and goals. The Plan will also be used as part of the remuneration package for non-executive Directors. Although this is not in accordance with the recommendations contained in the corporate governance guidelines, the Company considers that it is appropriate for non-executive Directors to participate in the Plan, given the size of the Company.

Although the Company is not required to obtain shareholder approval for the introduction of the Plan, if the Plan is approved, any Options granted under the Plan within 3 years of approval of the Plan, will be an exception to Listing Rule 7.1.

Listing Rule 7.1 broadly provides, subject to certain exceptions, that a company may not issue or agree to issue securities representing more than 15% of the nominal value of the company's issued capital at the beginning of any 12 month period without shareholder approval. If Shareholders approve this resolution, then the Options granted under the Plan would not be included in the 15% limit imposed by Listing Rule 7.1 for a period of 3 years.

A summary of the Empire Resources Option Plan Terms is set out below. A copy of the full Terms will be sent to any member of the Company upon request.

Summary of the Plan

Set out below is a summary of the Empire Resources Option Plan Terms.

It is at the discretion of the Committee who will be issued invitations to apply for Options under the Option Plan and the number of Options the subject of an invitation. Offers of Options by the Committee are subject to the limits imposed by the Plan. The Committee may not offer or issue Plan Securities where the effect would be that the number of Plan Securities offered or granted, when aggregated with the number of:

(1) Shares issued on the exercise of options granted within the previous 3 years under any share option scheme;

(2) Shares remaining issuable in respect of options granted on the same date or within the previous 3 years under any share option scheme; and

(3) Shares issued on the same date or within the previous 3 years under any share incentive scheme, would exceed 10% of the total number of Shares on issue at the date of the proposed offer, issue or grant.

Pursuant to the Listing Rules, any issue of securities under the Plans to a related party of the Company, including a Director, will require prior shareholder approval.

Officers, employees, contractors and consultants may be offered the opportunity to participate in the Empire Resources Option Plan, each such director, employee and consultant who participates in the Option Plan being an "Option Plan Participant".

The Committee will from time to time set corporate goals that will apply to all Option Plan Participants. In addition, each Option Plan Participant will have assigned to him or her personal goals. Upon the attainment of corporate or personal goals (in each case the date that is 30 Business Days after the attainment of the relevant goal being the "Qualification Date"), an Option Plan Participant will be offered the opportunity for a specified period after the Qualification Date for the Option Plan Participant or his or her nominee to apply for and be granted free of charge a specified number of Options at a specified exercise price.

The exercise price of Options granted pursuant to the Option Plan is at the discretion of the Committee, provided that the exercise price is not less than the VWAP calculated during ten Business Day period up to and including the Qualification Date, or, if there were no transactions in Shares during that ten Business Day period, the last price at which an offer was made to purchase Shares on ASX.

The expiry date of Options granted under the Option Plan is at the discretion of the Committee. An Option Plan Participant holding Options granted pursuant to the Option Plan can exercise the Options at any time prior to the expiry date of the Options, subject to the lapse of Options:

(1) six months after the Retirement or Retrenchment (as those terms are defined under the Option Plan), bankruptcy or insolvency, or the death of the option holder or the person through whom the option holder is entitled to such Options; and

(2) one month after an Option holder ceases to be a person entitled to hold Options under the Option Plan.

Options granted under the Option Plan are not transferable.

Shares allotted upon the exercise of an Option granted under the Option Plan will be of the same class and will rank equally with the existing issued Shares in the Company.

RESOLUTION 6 – APPOINTMENT OF AUDITOR

In accordance with section 327D(1) of the Corporations Act, the Company has sought and obtained a nomination from a shareholder to appoint HLB Mann Judd as the Company's auditor. A copy of this nomination is attached to this Explanatory Statement as Annexure A.

HLB Mann Judd has given written consent to act as the Company's auditor in accordance with section 328A(1) of the Corporations Act.

" RSM Bird Cameron have applied to the ASIC for their consent to its resignation in accordance with Section 329(5) of the Corporations Act.

If Resolution 6 is passed and subject to the receipt of ASIC's consent to RSM Bird Cameron Partners resignation prior to the meeting, the appointment of HLB Mann Judd as the Company's auditor will take effect at the close of this Annual General Meeting.

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

the Meeting

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

the Chairman of (mark with an X) OR

Write here the name of the individual or body corporate you are appointing if this individual or 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.

		For	Against	Abstain*
Resolution 1	Adoption of Remuneration Report
		For	Against	Abstain*
Resolution 2	To re-elect Mr Adrian Jessup as a Director
		For	Against	Abstain*
Resolution 3	Ratification of previous share issues
		For	Against	Abstain*
Resolution 4	Issue of shares
		For	Against	Abstain*
Resolution 5	Establishment of Empire Resources Option Plan
		For	Against	Abstain*
Resolution 6	Appointment of Auditor

Voting directions to your proxy – please mark 6 to indicate your directions

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.

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

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 2009. Any Proxy Form received after that time will not be valid for the scheduled meeting.

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