EMPIRE RESOURCES LIMITED — Capital/Financing Update 2018

Nov 5, 2018

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ACN 092 471 513

6 November 2018

PRO-RATA NON-RENOUNCEABLE RIGHTS OFFER

The directors of Empire Resources Limited ("Company") (ASX:ERL) advise they are 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(date from which the New Shares commence trading without theentitlement to participate in the Offer).	9 November 2018
Record Date(date for identifying Shareholders entitled to participate in the Offer).	12 November 2018
Offer Document with Entitlement Form sent to Eligible Shareholders	15 November 2018
Offer opens	15 November 2018
Closing Date(last date for lodgement of Entitlement Forms and ApplicationMoney)	29 November 2018
Trading of New Shares commence on a deferred settlement basis	30 November 2018
Company to notify ASX 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.

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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	Minimum	Full
	Subscription	Subscription
Existing Shares	483,201,475	483,201,475
New Shares issued under the Offer	131,098,100	161,067,158
Underwriting fee Shares	5,015,000	5,015,000
Total Shares on issue after completion of the	619,314,575	649,283,633
Offer

Shareholders may view all the Company's ASX announcements, including those relating to the Offer, on the ASX's website at www.asx.com.au or alternatively on the Company's website at www.resourcesempire.com.au.

It is anticipated that the Offer Document offering New Shares for subscription will be mailed to Eligible Shareholders on 15 November 2018 and will be available on the ASX and Company's website on this day.

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

Overseas Shareholders

The offer is only made to Eligible Shareholders (shareholders with a registered address in Australia or New Zealand at the Record Date). Therefore, if you are a shareholder with a registered address other than Australia or New Zealand, no offer will be made to you. In making this decision, the directors have taken into account the small number of overseas shareholders and the costs and administrative complexity of complying with applicable regulations in jurisdictions outside Australia and New Zealand.

Dr Michael Ruane Non-Executive Chairman Empire Resources Limited

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