EMPIRE RESOURCES LIMITED — Capital/Financing Update 2018

Sep 23, 2018

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ACN 092 471 513

21 September 2018

ASX Release

PENNY'S FIND ASSETS REVERT TO EMPIRE IN SETTLEMENT OF JV PARTNER’s DEBT

• Empire acquires 100 percent of Penny’s Find Gold Mine

• Empire acquires 100 percent of the Penny’s Find exploration tenements

• Finalises all matters with Brimstone

WA gold producer, Empire Resources Ltd (“Empire”, “Company”, ASX code: ERL) has moved to full ownership of all assets and exploration tenements associated with the Penny’s Find gold mine, 50 kilometres northeast of Kalgoorlie.

The outcome follows the conclusion of negotiations concerning debt owed to it by Empire’s 40% joint venture participant in Penny’s Find, the public unlisted Brimstone Resources Ltd (“Brimstone”). The parties have agreed to enter into a Settlement Agreement evidencing the finalisation of matters between Empire and Brimstone.

Brimstone incurred the debt as a consequence of Empire funding Brimstone’s share of the the mining JV expenditure. A receiver was appointed by Empire to Brimstone's 40% interest in the mine late in June 2018 for non-payment of more than A$1 million owing to Empire under the mining joint venture.

Under the settlement agreement:

• Empire will own all of the project including its mine infrastructure, resource inventory, and other associated facilities, as well as several nearby gold exploration tenements;

• Brimstone will withdraw all court cases commenced by Brimstone;

• Empire will be entitled to retain all proceeds arising from the dispute with Eastern Goldfields Mining Services; and

• Empire indemnifies Brimstone in respect to the claim commenced by Mr Steve Norregaard.

Empire Managing Director, Mr David Sargeant, said today full assessment and a final investment decision on taking Penny’s Find into a much larger, longer-term underground gold mine, had been put on hold pending the resolution of the ownership of Brimstone's interest in the mine.

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Figure 1 shows the location of the mine in relation to Kalgoorlie.

Figure 2 shows the Penny's Find mine and associated exploration tenements now 100% owned by Empire (shaded in red).

DAVID SARGEANT MANAGING DIRECTOR September 2018

For further information on the Company, David Sargeant – Managing Director Phone: +61 8 9361 3100 Visit: www.resourcesempire.com.au

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Figure 1 - Location Penny’s Find Project

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----- Start of picture text ----- Department of Map Grid of Australia, 1994 - Zone 51 Live tenement TENGRAPH (c) 1992, 1993Mines, Industry Regulation and Safety 10:51 AM, 04/04/2018Pending application[Public Plan] EX17530 TGOL8EEnquiry System V7.270.2 Application over live tenement386000mE E 27/551 388000mE 390000mE 392000mE 394000mEC Mayday NM 27/140 MAYDAYM 27/476M 27/145P 27/1988E 27/591f [KURN 1] ELDORADOA Eldonna 7A Eldonna 4A Eldonna 2E 27/489E 27/410DE 27/592D P 27/2250EDDP 27/1979 P 27/2318M 27/501E 27/420P 27/2251 P 27/2249E [Forestry D] P 27/2006 E 27/553P 27/2262 Eldona D (PR) ED YVE PENNY'S FIND E 27/593TENEMENTS L 27/93SHADED RED G 27/1 T HE [Pen]M 27/156 L 27/92bc bc B Pennys Find PEN NY'S FINDL 27/91hBullock Holes (PD) P 27/2245L 27/90DESIGNATED MINING AREA E 27/574LAKEFigure 2Penny's Find Tenements PENNY121°49' 121°50' 121°51' 121°52' 121°53' 121°54'This plan has been compiled from various data sources received from a number of agencies and with informationsupplied by applicants for mining tenements. No responsibility is accepted for any error or omission. TheCommonwealth of Australia (c) 2002, through Geoscience Australia and the Department of Defence, maintains Scale: 1:50,000copyright over those parts of the topographic data it has provided for display in TENGRAPH. Users wishing to usethe data in its unaltered form should contact Geoscience Australia at www.ga.gov.au. Confirmation of the extentand composition of any Native Title Claims should be sought from the Native Title Spatial Services Landgate. 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 4.5 5.0 kmTengraph does not identify any land that has been alienated from the Crown before 1 January 1899 and a search oftitle records should be carried out through Landgate to identify this category of land. Land alienated from theCrown prior to 1 January 1899 may be open for mining only in respect to gold, silver and precious metals.bRoadKanownabEL 27/64P27/2007L 27/64P27/2008b-30°27'6630000mN-30°28'6628000mN-30°29'6626000mN-30°30'6624000mN-30°31'6622000mN-30°32'-30°33' 6620000mNEbEbbbc bc----- End of picture text -----

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