EMPIRE RESOURCES LIMITED — Capital/Financing Update 2018

Nov 5, 2018

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ACN 092 471 513

6 November 2018

Dear Optionholder,

PRO-RATA NON-RENOUNCEABLE RIGHTS OFFER

As announced on 6 November 2018, Empire Resources Limited (" Company ") is seeking to raise up to approximately $1,610,672 by a pro-rata non-renounceable rights offer ("Offer") of up to approximately 161,067,158 shares on the basis of 1 new share ("New Share") for every 3 shares held at an issue price of 1 cent per New Share. The Company expects to lodge an offer document for the Offer ("Offer Document") with the ASX on 15 November 2018.

The funds raised under the Offer will be used to repay some existing debts, for exploration and development of the Company's Projects, for working capital and to meet Offer expenses.

The Offer is partly underwritten to the sum of $1,135,000 by Mac Equity Partners Pty Ltd. The fee payable to the Underwriter is the issue of 5,015,000 Shares. Minimum subscription under the Offer is $1,310,981.

The timetable for the Offer is as follows:

Pro-rata Offer announced	6 November 2018
New Shares quoted on an "ex" basis	9 November 2018
(date from which the New Shares commence trading without the
entitlement to participate in the Offer).
Record Date	12 November 2018
(date for identifying Shareholders entitled to participate in the Offer).
Offer Document with Entitlement Form sent to Eligible Shareholders	15 November 2018
Offer opens	15 November 2018
Closing Date	29 November 2018
(last date for lodgement of Entitlement Forms and Application
Money)
Trading of New Shares commence on a deferred settlement basis	30 November 2018
Company to notify ASX notified of the Shortfall (if any)	4 December 2018
Issue of New Shares and end of deferred settlement trading	6 December 2018

Subject to the Listing Rules, the above dates may be changed without notice.

PRINCIPAL AND REGISTERED OFFICE

53 Canning Highway Victoria Park WA 6100

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

The Offer will be made to the Company's shareholders with a registered address in Australia or New Zealand on the Record Date (" Eligible Shareholders ").

Assuming that no further Options are exercised before the Record Date, the effect of the Offer on the Company’s issued share capital at Minimum Subscription and Full Subscription is shown in the following table:

Shares	MinimumSubscriptionFullSubscription
Existing SharesNew Shares issued under the OfferUnderwriting fee SharesTotal Shares on issue after completion of theOffer	483,201,475483,201,475131,098,100161,067,1585,015,0005,015,000
	619,314,575649,283,633

It is anticipated that the Offer Document offering New Shares for subscription will be mailed to Eligible Shareholders on 15 November 2018. The Offer Document may be viewed on the ASX's website at www.asx.com.au or alternatively on the Company's website at www.resourcesempire.com.au.

Application will be made to ASX for official quotation of the New Shares. No shareholder approval is required to the Offer.

Optionholders

Optionholders are not entitled to participate in the Offer. Should optionholders with a registered address in Australia or New Zealand wish to participate in the Offer they should exercise their options in accordance with the terms and conditions of the options in a timely manner and in any event to ensure the exercise of the options and the issue of the shares is completed by the Record Date of 12 November 2018.

If you do not wish to participate in the Offer, no action is required.

If you have any questions please do not hesitate to contact the Company.

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