EMPIRE RESOURCES LIMITED — Capital/Financing Update 2014

Dec 8, 2014

==> picture [186 x 107] intentionally omitted <==

ACN 092 471 513

9 December 2014

ASX Limited Exchange Centre Level 4 20 Bridge Street Sydney NSW 2000

Dear Sir

UPDATE IN RELATION TO ASX LISTING RULE 7.1A

In relation to the past issue of securities by Empire Resources Limited (ASX: ERL) (Empire or Company) pursuant to ASX Listing Rule 7.1A, Empire provides the following information in accordance with ASX Listing Rule 3.10.5A.

1. Appendix 3B dated 3 November2014 (Box 6d should read 5,936,444 and not Nil)

a) The dilution to pre-placement security holders who did not participate in the placement as a result of the shares issued pursuant to the placement under Listing Rule 7.1A (5,936,444 shares) was 2.83%.

Because some existing security holders participated in the placement, the following disclosure shows separately the percentage of the post-placement capital held in aggregate by:

• pre-placement security holders who did notparticipate in theplacement	84.57%
• pre-placement security holders who didparticipate;and	15.43%
• participants in the placement who were notpreviouslysecurityholders.	-

b) The Company issued these shares to fund the exploration and part development of various barite deposits through a newly formed Angolan company, and provide working capital, as announced to the ASX on 22 October 2014.

The issue of the securities was part of the funding arrangement agreed to with third parties, and on the basis of this arrangement, a pro-rata issue or other type of issue in which existing ordinary security holders would have been eligible to participate would not have been appropriate in the circumstances.

c) No underwriting arrangements were entered into in relation to the placement.

PRINCIPAL AND REGISTERED OFFICE

53 Canning Highway Victoria Park WA 6100

Tel: +61 (0)8 9361-3100 Fax: +61 (0)8 9361-3184

d) Fees are payable in accordance with the agreement with the company's corporate advisor, William Buck, as reported to the ASX in May 2013.

2. Appendix 3B dated 20 November2014 (Box 6d should read 17,047,555 and not Nil)

a) The dilution to pre-placement security holders who did not participate in the placement as a result of the shares issued pursuant to the placement under Listing Rule 7.1A (11,111,111 shares) was 5.14%.

Because some existing security holders participated in the placement, the following disclosure shows separately the percentage of the post-placement capital held in aggregate by:

• pre-placement security holders who did notparticipate in theplacement;	80.43%
• pre-placement security holders who didparticipate;and	19.57%
• participants in the placement who were notpreviouslysecurityholders.	-

b) The Company issued these shares to fund the exploration and part development of various barite deposits through a newly formed Angolan company, and provide working capital, as announced to the ASX on 22 October 2014. The issue of the securities was part of the funding arrangement agreed to with third parties, and on the basis of this arrangement, a pro-rata issue or other type of issue in which existing ordinary security holders would have been eligible to participate would not have been appropriate in the circumstances.

c) No underwriting arrangements were entered into in relation to the placement.

d) Fees are payable in accordance with the agreement with the company's corporate advisor, William Buck, as reported to the ASX in May 2013.

Yours faithfully

____ Simon Storm Company Secretary

PRINCIPAL AND REGISTERED OFFICE

53 Canning Highway Victoria Park WA 6100

Tel: +61 (0)8 9361-3100 Fax: +61 (0)8 9361-3184