EMPIRE RESOURCES LIMITED — Capital/Financing Update 2021

Oct 28, 2021

Proposed issue of securities

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Announcement Summary

Entity name

EMPIRE RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

29/10/2021

The Proposed issue is:

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A standard pro rata issue (including non-renounceable or renounceable)

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Option having an exercise price of 1.6 cents and an expiry	64,910,716
confirmed	date of 30 November 2023
ERL	ORDINARY FULLY PAID	129,821,432

Ex date

3/11/2021

+Record date

4/11/2021

Offer closing date

30/11/2021

Issue date

7/12/2021

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

EMPIRE RESOURCES LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type Registration Number ACN 092471513

1.3 ASX issuer code

ERL

1.4 The announcement is

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New announcement

1.5 Date of this announcement

29/10/2021

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable)

1.6a The proposed standard +pro rata issue is:

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• Non-renounceable

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

ERL : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? Yes No

Details of +securities proposed to be issued

ASX +security code and description

ERL : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

The quantity of additional +securities For a given quantity of +securities to be issued held 1 7

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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 129,821,432 whole number

Offer price details for retail security holders

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.01200

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?

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Yes

Describe the limits on over-subscription

The Company will not issue Shortfall so that any party's voting power in the Company will exceed 20% or to otherwise infringe section 606 of the Corporations Act.

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

The Shortfall will be allocated at the discretion of the Directors in consultation with the Lead Manager

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

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ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms	Will the entity be seeking quotation of the 'new' class of
of the proposed +securities are appropriate and	+securities on ASX?
equitable under listing rule 6.1?
No	No
ASX +security code	+Security description
New class-code to be confirmed	Option having an exercise price of 1.6 cents and an expiry
	date of 30 November 2023

+Security type
Options
Offer ratio (ratio of attaching securities at which the new +securities will be issued)
The quantity of attaching +securities to be issued	For a given quantity of the new +securities issued
1	2
What will be done with fractional entitlements?	Maximum number of +securities proposed to be issued
Fractions rounded up to the next whole number	(subject to rounding)
	64,910,716
Offer price details for retail security holders
In what currency will the offer be made?	What is the offer price per +security for the retail offer?
	AUD 0.00000
AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?

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Yes

Describe the limits on over-subscription

The Company will not issue Shortfall so that any party's voting power in the Company will exceed 20% or to otherwise infringe section 606 of the Corporations Act.

Will a scale back be applied if the offer is over-subscribed? Yes

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Describe the scale back arrangements

The Shortfall will be allocated at the discretion of the Directors in consultation with the Lead Manager

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 0.0160 30/11/2023

Details of the type of +security that will be issued if the option is exercised

ERL : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

One fully paid ordinary share (ERL)

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Refer to section 6.2 of Prospectus

Part 3C - Timetable

3C.1 +Record date

4/11/2021

3C.2 Ex date

3/11/2021

3C.4 Record date

4/11/2021

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

9/11/2021

3C.6 Offer closing date

30/11/2021

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3C.7 Last day to extend the offer closing date 25/11/2021 3C.9 Trading in new +securities commences on a deferred settlement basis 1/12/2021 3C.11 +Issue date and last day for entity to announce results of +pro rata issue 7/12/2021 3C.12 Date trading starts on a normal T+2 basis 8/12/2021 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis 10/12/2021 Part 3E - Fees and expenses 3E.1 Will there be a lead manager or broker to the proposed offer? Yes 3E.1a Who is the lead manager/broker? Panthea Capital Pty Ltd 3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? The Lead Manager will be paid a fixed fee of $20,000 plus GST plus a fee of 4% plus GST on the value of any Shortfall that it places 3E.2 Is the proposed offer to be underwritten? No

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No 3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

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Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

¿ to undertake exploration and drilling campaigns at the Company's Projects (Yuinmery, Penny's Gold, Nanadie and Barloweerie); ¿ for general working capital; and ¿ to pay the costs of the Offer.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No 3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

Botswana Guernsey China Germany Hong Kong Korea, Republic of Singapore Switzerland Thailand United Arab Emirates United Kingdom United States Vanuatu Virgin Islands, British

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes

3F.5a Please provide further details of the offer to eligible beneficiaries

Eligible Shareholders holding Shares on behalf of persons who are resident outside Australia or New Zealand (including nominees, custodians and trustees) are responsible for ensuring that any dealing with their Entitlement and any New Shares and New Options issued do not breach the laws and regulations in the relevant overseas jurisdiction, and should seek independent professional advice and observe any applicable restrictions relating to the taking up of Entitlement or the distribution of this Prospectus or the Entitlement and Acceptance Form.

3F.6 URL on the entity's website where investors can download information about the proposed issue

3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes

3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with

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the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued

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