EMPIRE RESOURCES LIMITED — AGM Information 2020

Sep 27, 2020

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ACN 092 471 513

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

4 NOVEMBER 2020

3.00 PM

AT

LEVEL 4 130 STIRLING STREET PERTH WESTERN AUSTRALIA 6000

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 3 pm at Level 4, 130 Stirling Street, Perth WA 6000 on 4 November 2020, to conduct the following business:

BUSINESS OF THE MEETING

ANNUAL REPORT 2020

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 2020.

ORDINARY BUSINESS – RESOLUTIONS

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT (NON-BINDING RESOLUTION)

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

“That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, the Company adopts the Remuneration Report as set out in the Directors’ Report in the Annual Report for the year ended 30 June 2020”.

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any member of the Key Management Personnel listed in the Remuneration Report or any closely related party of such a member.

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. The Chairman of the meeting intends to vote all undirected proxies in favour of Resolution 1.

RESOLUTION 2 – TO RE-ELECT DR MICHAEL RUANE AS A DIRECTOR

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

"That Dr Michael Ruane, 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, is hereby re-elected as a Director".

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RESOLUTION 3 – APPROVAL OF ADDITIONAL 10% PLACEMENT FACILITY

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That, for the purpose of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, for the purpose and on the terms set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting."

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of any person who is expected to participate in the issue of Equity Securities under the Additional 10% Placement Facility and any person who will obtain a material benefit (except a benefit solely in the capacity of a holder of ordinary securities) if the Resolution is passed, or any person associated with those persons.

However, the Company need not disregard a vote if it is cast in favour of the resolution by:

• a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way;

• the person chairing the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote as the chair decides;

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Important note: The proposed allottees of any Equity Securities under the Additional 10% Placement Capacity are not as yet known or identified. In these circumstances (and in accordance with the note set out in ASX Listing Rule 14.11.1 relating to ASX Listing Rules 7.1 and 7.1A), exclude their votes.

RESOLUTION 4 – RATIFICATION OF PREVIOUS SHARE ISSUE UNDER ASX LISTING RULE 7.1

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 7,050,000 Shares at 0.8 cents per share on 17 January 2020 to sophisticated and professional investors.”

Voting Exclusion

The Company will disregard any votes cast in favour of the resolution by or on behalf of a person who participated in the share issue and any of their respective Associates.

However, the Company need not disregard a vote if it is cast in favour of the resolution by:

• a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way;

• the person chairing the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote as the chair decides;

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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RESOLUTION 5 – RATIFICATION OF PREVIOUS SHARE ISSUE UNDER ASX LISTING RULE 7.1

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 108,966,332 Shares at 1.2 cents per share on 7 August 2020 to sophisticated and professional investors.”

Voting Exclusion

The Company will disregard any votes cast in favour of the resolution by or on behalf of a person who participated in the share issue and any of their respective Associates.

However, the Company need not disregard a vote if it is cast in favour of the resolution by:

• a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way;

• the person chairing the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote as the chair decides;

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

RESOLUTION 6 – INCREASE IN NON-EXECUTIVE DIRECTOR REMUNERATION

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

“That in accordance with ASX Listing Rule 10.17 and Clause 10.2 of the Company's Constitution, the total aggregate annual remuneration payable to non-executive Directors of the Company be increased by $100,000 per annum, from $150,000 per annum to a maximum of $250,000 per annum.”

ASX Voting Exclusion:

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

• any Director; or

• any Associate of that person.

However, the Company need not disregard a vote if it is cast in favour of the resolution by:

• a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way;

• the person chairing the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote as the chair decides;

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting prohibition

No vote must be cast (in any capacity) by or on behalf of a Director and any associate of a Director on Resolution 6 unless:

• it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 6; and

• it is not cast on behalf of a Director and any associate of a Director.

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In accordance with the Corporations Act, a person appointed as proxy must not vote, on the basis of that appointment, on Resolution 6, if that person is a member of the KMP or a Closely Related Party of a KMP, and the appointment does not specify the way the proxy is to vote on Resolution 6. However, the Company will not disregard any votes cast on Resolution 6 by such person if the person is:

• acting as proxy and the Proxy Form specifies how the proxy is to vote on Resolution 6, and the vote is not cast on behalf of a person who is otherwise excluded from voting on Resolution 6 as described above; or

• the Chairman of the meeting voting an undirected proxy and their appointment expressly authorises the Chairman to exercise the proxy even though Resolution 6 is connected with the remuneration of the KMP of the Company.

If you are a KMP or a Closely Related Party of a KMP (or are acting on behalf of any such person) and purport to cast a vote that will be disregarded by the Company (as indicated above), you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act.

By Order of the Board

_____ Simon Storm Company Secretary

25 September 2020

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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 159 Stirling Highway, Nedlands, WA 6009 or on fax number : +61 (0)8 9386 9473 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. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 3pm (WST) on 2 November 2020. 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.

“Dollar” or “$” means Australian Dollars.

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

“Equity Securities” – being an Equity Security, as defined in the Listing Rules, being a share, unit, right to a share or unit or option, a convertible security, any security that ASX decides is an equity security but not a security ASX decides to classify as a debt security.

“Explanatory Memorandum” means the explanatory memorandum set out and attached to this Notice of Meeting.

"Key Management Personnel ” is a member of the key management personnel as disclosed in the Remuneration Report.

“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.

"Remuneration Report" as set out in the Directors’ Report in the Annual Report for the year ended 30 June 2020.

“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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Explanatory Memorandum Empire Resources Ltd

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 4 November 2020 (“ the Meeting ”).

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

BUSINESS OF THE MEETING

Annual Report 2020

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 (NON-BINDING RESOLUTION)

Pursuant to section 250R(2) of the Corporations Act, the Company is required to put the Remuneration Report to a non-binding vote of Shareholders. The Annual Report contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the Managing Director and non-executive Directors. The Annual Report is available on the Company's website at www.resourcesempire.com.au.

The Corporations Act provides that Resolution 1 need only be an advisory vote of Shareholders and does not bind the directors. However, in addition, the Corporations Act provides that if the Company’s Remuneration Report resolution receives a “no” vote of 25 per cent or more of votes cast at the Meeting, the Company’s subsequent remuneration report must explain the Board’s proposed action in response or, if the Board does not propose any action, the Board’s reasons for not making any changes. The Board will take into account the outcome of the vote when considering the remuneration policy, even if it receives less than a 25% “no” vote.

In addition, the Corporations Act sets out a ‘two strikes’ re-election process. Under the ‘two strikes’ reelection process, if the Company’s remuneration report receives a ‘no’ vote of 25% or more of all votes cast at two consecutive annual general meetings (that is, ‘two strikes’), a resolution (the ‘spill resolution’) must be put to the second annual general meeting, requiring Shareholders to vote on whether the Company must hold another general meeting (known as the ‘spill meeting’) to consider the appointment of all of the Directors who stand for re-appointment (other than the Managing Director). If the spill resolution is approved by a simple majority of 50% or more of the eligible votes cast, the ‘spill meeting’ must be held within 90 days of that second annual general meeting (unless none of the Directors, other than the Managing Director, stand for re-appointment). Further information will be provided on the ‘spill resolution’ and ‘spill meeting’ for any annual general meeting at which the Company may face a ‘second strike’.

The remuneration levels for directors, officer and senior managers are competitively set to attract and retain appropriate directors and key management personnel.

The chairman of the Meeting will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on, the Remuneration Report.

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Explanatory Memorandum Empire Resources Ltd

RESOLUTION 2 – TO RE-ELECT DR MICHAEL RUANE 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, Dr Ruane is required to retire by rotation at the forthcoming annual general meeting, and being eligible, offers himself for re-election as a Director.

All Directors, with the exception of Dr Ruane, recommend Shareholders approve this Resolution concerning his re-appointment.

Other Information:

Dr Michael Ruane holds BSc and PhD qualifications in chemistry from UWA and has been involved in the mining and chemical industries for over 35 years. Dr Ruane has been responsible for the listing or development of numerous Public Companies including Metaliko Resources Ltd (merged with Echo Resources Ltd 2017 (ASX: EAR)), lntermin Resources Ltd {ASX: IRC), Reward Minerals Ltd {ASX: RWD), Haddington Resources Ltd (now Altura Mining Limited (ASX: AJM) and Wedgetail Exploration Ltd (now Millennium Minerals Ltd (ASX: MOY).

Dr Ruane is currently an executive Director of Reward Minerals Ltd and non-executive Director of NTM Gold Limited.

RESOLUTION 3 – APPROVAL OF ADDITIONAL 10% PLACEMENT FACILITY

1.1 Background

Listing Rule 7.1A enables eligible entities to issue Equity Securities of up to 10% of its issued ordinary share capital through placements over a 12 month period following the entity’s annual general meeting ( Additional 10% Placement Facility ). The Additional 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less, as at the time of the entity’s annual general meeting. The Company is an eligible entity as at the time of this Notice of Annual General Meeting and is expected to be an eligible entity as at the time of the Annual General Meeting.

Resolution 3 seeks Shareholder approval to enable the Company to issue Equity Securities under the Additional 10% Placement Facility throughout the 12 months after the Annual General Meeting. The effect of Resolution 3 will be to allow the Directors to issue Equity Securities under Listing Rule 7.1A during the period set out below.

Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote at the Annual General Meeting (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The exact number of Equity Securities that the Company may issue under the Additional 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 1.2 (b) of this Notice of Annual General Meeting below).

The Company is seeking a mandate to issue securities under the Additional 10% Placement Facility as it provides additional flexibility and capacity to the fund raising alternatives that would otherwise normally be available to the Company.

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Explanatory Memorandum Empire Resources Ltd

1.2 Regulatory Requirements

In compliance with the information requirements of Listing Rule 7.3A, Shareholders are advised of the following information:

(a) Minimum Issue Price

Equity securities issued under the Additional 10% Placement Facility must be in the same class as an existing class of quoted Equity Securities of the Company. As at the date of this Notice of Annual General Meeting, the Company has on issue one class of quoted Equity Securities, being Shares.

The issue price of Equity Securities issued under the Additional 10% Placement Facility must not be lower than 75% of the volume weighted average price for securities in the same class calculated over the 15 trading days on which trades in that class were conducted immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed ; or (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(b) Dilution

As at the date of this Notice of Annual General Meeting, the Company has 908,750,021 Shares on issue. Accordingly, if Shareholders approve Resolution 3 the Company will have the capacity to issue approximately 90.875 million Equity Securities under the Additional 10% Placement Facility in accordance with Listing Rule 7.1A.

The precise number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the following formula:

(A x D) – E

• A is the number of fully paid shares on issue 12 months before the date of issue or agreement:

• a) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

• b) plus the number of partly paid shares that became fully paid in the 12 months;

c) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the Company’s 15% placement capacity without shareholder approval;

d) less the number of fully paid shares cancelled in the 12 months.

Note that A is has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D is 10%

E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

If Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the Additional 10% Placement Facility, existing Shareholders' voting power in the Company will be diluted as shown in the table below to the extent Shareholders do not participate in the issue. There is a risk that:

(i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Annual General Meeting; and

(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities are issued as part of

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Explanatory Memorandum Empire Resources Ltd

consideration for the acquisition of a new asset, which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice of Annual General Meeting.

The table also shows:

(i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

(ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the current market price.

Variable 'A' in Listing Rule 7.1A.2	Variable 'A' in Listing Rule 7.1A.2	Dilution	Dilution	Dilution
		50% decrease in issue price (cents)	Issue price (cents)	50% increase in issue price (cents)
		0.65	1.30	1.95
Current Variable A	Voting Dilution	10%	10%	10%
908,750,021	Number of Shares	90,875,002	90,875,002	90,875,002
	Funds raised($)	$590,688	$1,181,375	$1,772,063
50% increase in current Variable A	Voting Dilution	10%	10%	10%
1,363,125,032	Number of Shares	136,312,503	136,312,503	136,312,503
	Funds raised($)	$886,031	$1,772,063	$2,658,094
100% increase in current Variable A	Voting Dilution	10%	10%	10%
1,817,500,043	Number of Shares	181,750,004	181,750,004	181,750,004
	Funds raised($)	$1,181,375	$2,362,750	$3,544,125

The table has been prepared on the following assumptions:

1. The Company issues the maximum number of Equity Securities available under the Additional 10% Placement Facility.

2. No Options (including any Options issued under the Additional 10% Placement Facility) are exercised into Shares before the date of issue of the Equity Securities;

3. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

4. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the Additional 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.

5. The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1. 6. The issue of Equity Securities under the Additional 10% Placement Facility consists only of Shares.

6. The issue price is 1.3 cents, being the closing price of the Shares on ASX on 24 September 2020.

(c) Issue Period

If Shareholders approve Resolution 3, the Company will have a mandate to issue Equity Securities under the Additional 10% Placement Facility under Listing Rule 7.1A from the date of the Annual General Meeting until the earlier of the following to occur:

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Explanatory Memorandum Empire Resources Ltd

• (i) the date that is 12 months after the date of the Annual General Meeting; and

(ii) the date of the approval by Shareholders of a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking), (the Additional 10% Placement Period). The approval will cease to be valid in the event that holders of the Company’s shares approve a transaction under rule 11.1.2 or rule 11.2.

The Company will only issue and allot Equity Securities during the Additional 10% Placement Period.

(d) Purpose of Issues

The Company may seek to issue the Equity Securities for the following purposes:

(i) non-cash consideration for the acquisition of the new assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

(ii) cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets or investments (including expense associated with such acquisition), continued exploration and maintaining its tenement holdings in good standing and/or general working capital.

The Company will provide further information at the time of issue of any Equity Securities under the Additional 10% Placement Facility in compliance with its disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A.

(e) Allocation Policy

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the Additional 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• (i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issues in which existing security holders can participate;

• (ii) the effect of the issue of the Equity Securities on the control of the Company;

• (iii) the financial situation and solvency of the Company; and

• (iv) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company is successful in acquiring new resources assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new resources assets or investments.

(f) Previous issues of Equity Securities under Listing Rule 7.1A

The Company previously obtained Shareholder approval under Listing Rule 7.1A at its Annual General Meeting on 13 November 2019. (“Previous Approval”). Since that date there has been no issue of Equity Securities pursuant to that Previous Approval.

(g) Previous issues of Equity Securities

The following table provides details regarding the total number of equity securities issued in the past 12 months preceding the date of the meeting and the percentage those issues represent of the total number of securities on issue at the commencement of the 12 month period under Listing Rules 7.1 and 7.1A:

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Explanatory Memorandum Empire Resources Ltd

Equity securities issued in prior 12 months	153,418,999	17,500,000	7,050,000	108,966,332
Percentage of the total number of equity securities on issue at the commencement of that 12 month period.	24.7%	2.8%	1.1%	17.5%
Specific details for these issues:
Date of Issue	12-Dec-19	17-Feb-20	17-Feb-20	07-Aug-20
Number Issued	153,418,999	17,500,000	7,050,000	108,966,332
Approval process	Prorata rights issue under a transaction specific prospectus	Prorata rights issue - shortfall placment	Issued under 7.1 capacity	Issued under 7.1 capacity
Class/Type of SecurityIssued	Ordinaryshares	Ordinaryshares	Ordinaryshares	Ordinaryshares
Summary of the Terms
Names of the Allottees or basis on which they were determined	Prorata rights issue under a transaction specific prospectus issued in accordance with section 713 of the Corporations Act	Bill Brooks Pty Ltd & Hera Investments Pty Ltd	Shane Tomlinson,Chris- topher Herbert, Wainwright & Hughes & Zinfandel Exploration Pty Ltd	Various sophisticated investors introduced by Panthea Capital Pty Ltd
Price(cents)	0.80	0.80	0.80	1.20
Premium/(Discount) to Market Price at issue date	(11)%	(33)%	(33)%	(20)%
For cash issues:
Cash consideration received($)	1,227,352	140,000	56,400	1,307,596
Amount of that cash that has been spent ($)	1,227,352	140,000	56,400	-
Use of cash consideration
Intended use for remaining amount of cash	N/A	N/A	N/A	Sh issue costs $65k Administration $509k Exploration$733k
For non-cash issues:
Non-cash consideration paid ($) - settlement of underwriting fees pursuant to Rights Issue offer dated 15 Nov 2018	-	-	-	-
Current value of that non-cash consideration	N/A	N/A	N/A	N/A

Voting exclusion statement

A voting exclusion statement for Resolution 3 is included in the Notice of Annual General Meeting preceding this Explanatory Memorandum. At the date of the Notice of Annual General Meeting, the Company has not approached any particular existing security holder or an identifiable class of existing security holders to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice of Annual General Meeting.

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Explanatory Memorandum Empire Resources Ltd

1.3 Board Recommendation

The Board believes that the Additional 10% Placement Facility is beneficial for the Company as it will give the Company the flexibility to issue further securities representing up to 10% of the Company’s share capital during the next 12 months. Accordingly, the Board unanimously recommend that Shareholders approve Resolution 3.

RESOLUTION 4– RATIFICATION OF PREVIOUS SHARE ISSUE UNDER ASX LISTING RULE 7.1

On 17 January 2020 the Company issued 7,050,000 fully paid ordinary shares at a price of 0.8 cents per Share.

Whilst the issue made on 17 January 2020 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 7,050,000;

• (b) the Shares were issued at an issue price of 0.8 cents per Share and were issued to Shane Tomlinson, Christopher Herbert, Wainwright & Hughes & Zinfandel Exploration Pty Ltd;

• (c) the Shares were fully paid ordinary shares in the capital of the Company;

• (d) the allottees of the Shares were Shane Tomlinson (625,000 Shares), Christopher Herbert , (800,000 Shares), Wainwright & Hughes (2,500,000 Shares) & Zinfandel Exploration Pty Ltd (3,125,000 Shares); and

• (e) funds raised from the issue of the Shares at 0.8 cents were $56,400 utilised for exploration.

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 5– RATIFICATION OF PREVIOUS SHARE ISSUE UNDER ASX LISTING RULE 7.1

On 7 August 2020 the Company issued 108,966,332 fully paid ordinary shares at a price of 1.2 cents per Share.

Whilst the issue made on 7 August 2020 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 108,966,332;

• (b) the Shares were issued at an issue price of 1.2 cents per Share and were issued to sophisticated investors introduced by Panthea Capital Pty Ltd;

• (c) the Shares were fully paid ordinary shares in the capital of the Company;

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Explanatory Memorandum Empire Resources Ltd

• (d) the allottees of the Shares were various sophisticated investors introduced by Panthea Capital Pty Ltd; and

• (e) funds raised from the issue of the Shares at 1.2 cents were $1,307,596 , to be used for exploration drilling at the Company’s Yuinmery Project, the Penny’s Gold Project near Kalgoorlie and for working capital.

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 6 – INCREASE IN NON-EXECUTIVE DIRECTOR REMUNERATION

Under clause 10.2 of the Company’s Constitution and ASX Listing Rule 10.17, the upper limit on ‐ aggregate non executive Directors’ remuneration may only be increased with Shareholder approval. The limit was last approved by shareholders in 2004 upon the listing of the Company on the ASX. The proposed increase, subject to Shareholder approval, was referred to in the Remuneration Report of the Company’s 2020 Annual Report.

Shareholder approval is sought to increase the upper limit on aggregate non ‐ executive Directors’ remuneration by $100,000 from $150,000 to $250,000 in any financial year.

The Directors are seeking Shareholder approval to increase the upper limit on aggregate non ‐ executive Directors’ remuneration for the following reasons:

(a) to ensure the Company maintains the ability to remunerate competitively and attract and retain high calibre non ‐ executive Directors;

(b) to allow for some growth in non ‐ executive Directors’ remuneration in the future to reflect market ‐ competitiveness for non executive Directors with the skills and experience appropriate for the Company’s business.; and

‐ (c) to create some capacity to appoint additional non executive Directors if necessary as part of the Board’s succession planning strategy.

The proposed maximum aggregate remuneration has been determined after consideration of the above factors and a review of remuneration paid by similar companies listed on ASX. The Board believes that the proposed increase in aggregate remuneration is appropriate for the Company and is in line with the remuneration paid by similar companies.

The following information is provided for the purposes of Listing Rule 10.17:

‐ (i) the total maximum amount payable to the non executive Directors of the Company, if shareholders approve the resolution, will increase from $150,000 to $250,000 for any financial year;

(ii) no securities were issued to the non-executive directors under Listing Rule 10.11 or 10.14 within the preceding 3 years:

(iii) the Board considers that the total maximum amount payable to the non ‐ executive Directors of the Company in remuneration is reasonable and commensurate with the role of a director of a publicly listed company, having regard to the duties and responsibilities of the position.

A voting exclusion statement for Resolution 6 is included in the Notice of Annual General Meeting preceding this Explanatory Memorandum.

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