EMPIRE RESOURCES LIMITED — Interim / Quarterly Report 2013

Oct 30, 2013

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ACN 092 471 513

QUARTERLY REPORT FOR THE PERIOD ENDING 30 SEPTEMBER 2013

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Figure 1 : Project Location Map - Western Australia

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REVIEW OF OPERATIONS SEPTEMBER QUARTER 2013

Yuinmery (WA): Copper - Gold Project

(100% interest and option to earn 91.44% interest on adjoining tenements)

The Yuinmery project is a volcanogenic massive sulphide (VMS) copper - gold project located 80km southwest of Sandstone, WA.

The Company has already identified on its wholly owned tenements an indicated and inferred resource of 1,070,000 tonnes at 1.82% copper and 0.78g/t gold at the Just Desserts prospect.

A second VMS deposit has also been discovered at the A Zone prospect 1.3km north of Just Desserts. The Company is now working towards producing a maiden JORC resource for the A Zone deposit where high grade copper – gold mineralization remains open at depth. The A Zone mineralization lies on the boundary between Empire’s wholly owned tenements and tenements where the Company is earning an interest from La Mancha Resources Australia Pty Ltd.

The most advanced prospects at Empire’s flagship Yuinmery project, Just Desserts and A Zone, are now thought to occur in the same mineralized horizon which has been disrupted and offset by faulting. Based on this model, additional priority targets have been identified between the two deposits which if found to contain mineralization would greatly impact the size and economics of the project.

Increasing JORC resources at Yuinmery is a priority for the Company.

During the quarter downhole electromagnetic surveys were completed on two RC holes at the YC16 prospect but no significant anomalies were detected.

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Figure 2 : Yuinmery Project Location

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Figure 4 : YC23 Prospect - New EM Targets on Magnetics (RTP1VD)

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Figure 5

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Penny’s Find (WA): Gold Project – 60% interest

Penny’s Find contains a JORC compliant near surface resource of 314,000 tonnes @ 5.2g/t Au for 52,500ozs . Its location on a granted mining lease in close proximity to Kalgoorlie and the potential for mining a substantial portion of the deposit by open pit before progressing to underground mining, are all strong positives for the future development of the project.

Penny’s Find’s high grade, coarse gold mineralization is hosted by quartz veins at the contact between shale and basalt. Metallurgical testwork has shown both oxide and fresh mineralization to be free milling with a high gravity recoverable gold component of >60% and a total gold recovery of approximately 96%.

The current resource is defined to a vertical depth of 150m. Below this, faulting has moved the shale-basalt contact hosting the deposit 150m to the east. Locating the continuation of the Penny’s Find deposit on the other side of the fault will be a priority.

Empire entered into a staged sale agreement in 2012 with Brimstone Resources Ltd for the latter to bring Penny’s Find into production. To date Brimstone has undertaken limited RC and diamond drilling in an effort to expand and upgrade the existing resource.

Brimstone has not reported any field work was undertaken during the quarter.

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Figure 6 : Penny’s Find Location Plan

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Figure 7 : Penny’s Find Long Section

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Figure 8 : Penny’s Find Cross Section

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Point Kidman (WA): Gold Project – 80% interest

Empire Resources has an 80% interest in a large gold project at Point Kidman, 40 km to the east of Laverton in the Eastern Goldfields of WA. Currently the total acreage controlled 2 . by the Company amounts to 12 exploration licences (ELs) covering 800 km

Metal detecting by prospectors originally discovered numerous gold nuggets in the Point Kidman area spread along a 2.5 km long zone overlying quartz vein stockworks in leached and weathered granite; the mineralization being associated with cross faulting between major regional shear zones.

This new gold discovery is in an area where there are no historical gold workings or previous exploration drilling.

The association of gold mineralization with granite at Point Kidman shows strong similarities to the Granny Smith gold mine 50 km to the southwest and the Golden Cities mine located north of Kalgoorlie. Both these large gold deposits are either partially or wholly located within granite.

The Laverton region is one of the best gold endowed areas within the Yilgarn Craton and is host to a number of world class gold deposits such as the Sunrise Dam, Granny Smith and Wallaby mines, all discovered and developed within the past 30 years. The total gold produced to date from the region is in excess of 28 million ounces.

Whilst targeting gold mineralization associated with magnetic anomalies during the March 2013 quarter, aircore drilling intersected highly anomalous rare earth elements (REE) in granites at four different sites. Better intersections included 4m @ 0.27% REE and 4m @ 0.21% REE. The REE are dominated by the light rare earths (LREE) Cerium, Lanthanum, Neodymium, Praseodymium and Samarium which together comprise on average 94% of the total REE.

The magnetic targets tested by the aircore drilling lie on prominent linear structures which can be traced on regional magnetics extending for at least 20km within the Company’s tenements. Along these structures far more prominent magnetic anomalies exist than those drilled to date.

The significance of the anomalous REE discovered at four different prospects is at this stage unknown, but they are initially thought to be related to possible hydrothermal activity associated with regional shear zones.

The Company plans as soon as possible to drill lines of deep RAB holes across the 2.5 km long zone of surface gold nuggets.

The strongest shear related magnetic anomalies present within the tenements will also be tested by RAB drilling for potentially higher grades of REE.

No field work was undertaken during the quarter.

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Figure 9

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Figure 10

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Joanna (WA): Gold Project – 80% interest

2 The Company has an 80% interest in a 277 km exploration licence application located in the Canning Basin, 270km southeast of Broome. The tenement lies adjacent to the Admiral Bay Fault and is considered prospective for gold and base metal mineralization.

Along strike to the northwest, the Admiral Bay Fault is associated with substantial lead – zinc mineralization.

No field work was undertaken during the quarter.

Damperwah (WA): Copper Project – Farm-in earning 70% interest

The Company has identified an area with potential for volcanogenic massive sulphide (VMS) copper mineralization in the Warriedar Fold Belt situated approximately 320km northeast of Perth and 60km southwest of the Golden Grove copper-zinc mine.

RC drilling in the June 2012 quarter discovered copper sulphides at the Sears prospect enhancing the overall prospectivity of the area. Thin section examination of these drill chips indicates the rock sequence at Damperwah may be part of the same stratigraphy as hosts the Golden Grove mine, 60km to the northeast.

No field work was undertaken during the quarter.

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Figure 11 : Damperwah Location Plan

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Yarlarweelor (WA): Uranium Project (22% indirect interest)

The Yarlarweelor uranium project is located 125km north of Meekatharra in Western Australia. Empire Resources Ltd holds an indirect 22% interest in the project through its shareholding in ASX listed FYI Resources Ltd.

FYI Resources is targeting significant uranium mineralization (in the form of uraninite) present within the Archaean Despair Granite where it is associated with foliated granitic rocks and biotite schists in shear zones.

Previous mineralized drill intersections include the following at the Kangaroo Ridge prospect:

• 35m @ 503ppm U3O8 from 125.1m, including 5m @ 1,069ppm U3O8; and

• 7.8m @ 588ppm U3O8 from 47.8m, including 1m @ 1,873ppm U3O8

Results from detailed airborne radiometrics and geological mapping indicate shear zones prospective for uranium mineralization have a combined strike length in excess of 25 kilometres within the Company’s tenements.

FYI Resources completed three diamond holes (336m) during the quarter testing three new uranium anomalies located to the north of Kangaroo Ridge. No significant uranium mineralization was however intersected in any of these holes.

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Figure 12 – Yarlarweelor Project Location

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Troy Creek (WA): Copper - Gold - PGM Project - 45% interest

The Troy Creek copper-gold-platinum group metal (PGM) project is situated 900 km northeast of Perth on the northern margin of the Palaeoproterozoic Earaheedy Basin where the Company holds tenements covering an area of 270 sq km.

No field work was undertaken during the quarter.

Wynne (WA): Copper Project - 100% interest

After a full review of exploration results from the Wynne base metal project in the Gascoyne region of Western Australia, the tenements were surrendered.

Corporate

The Company has been active in reviewing various gold and base metal projects situated both in Australia and overseas. A number of these projects could offer attractive business opportunities and the Company will investigate these further.

DAVID SARGEANT MANAGING DIRECTOR

October 2013

For further information on the Company, visit www.resourcesempire.com.au

David Sargeant – Managing Director Phone: +61 8 9361 3100 Adrian Jessup – Executive Director Phone: +61 8 9361 3100

The information in this report that relates to Exploration Results has been compiled by Mr David Ross B.Sc(Hons), M.Sc, who is an employee of the Company. He is a member of the Australasian Institute of Mining and Metallurgy and the Australian Institute of Geoscientists. He has sufficient experience which is relevant to the style of mineralization and type of deposit under consideration and to the activity to which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. David Ross consents to the inclusion in the public release of the matters based on his information in the form and context in which it appears.

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Mineral Resource Estimates

The information is this report concerning the Mineral Resources for the Penny’s Find Deposit and the Just Desserts Deposit at Yuinmery have been estimated by Mr Peter Ball B.Sc who is a director of DataGeo Geological Consultants and is a member of the Australasian Institute of Mining and Metallurgy (AusIMM). Mr Ball has sufficient experience which is relevant to the styles of mineralization and types of deposit under consideration and qualifies as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Ball consents to the inclusion in the public release of the matters based on his information in the form and context in which it appears.

Notes on the Penny’s Find Resource

An updated resource estimate for the Penny’s Find gold mineralization was completed and announced to the market on 8 August 2007 and 12 October 2007. There has been no change to the resource since that time.

The mineral resource by category is 314,000 tonnes averaging 5.2 g/t gold down to a vertical depth of 150m below surface. The mineral resource above 0.5 g/t gold is summarised in the following table.

Penny’s Find - Classified mineral resources – August 2007

Category	Tonnes	Grade*	Ounces
Measured	79,000	4.40	11,177
Indicated	132,000	3.98	16,893
Inferred	103,000	7.33	24,276
TOTAL	314,000	5.18	52,316

*grades are based on a minimum cut-off of 0.5g/tAu and high assays cut to 25g/tAu

Resource modelling consultants Datageo calculated a JORC compliant in situ resource estimate, utilising all drill hole information available on mining lease M27/156 up to the end of June 2007.

The resource grade was estimated using ordinary kriging based on the drill hole data composited downhole to 1m intervals within constraining shapes representing the mineralization. Assumed specific gravity values used were:- oxide 2.0t/m[3] ; transitional 2.2t/m[3] ; fresh 2.5t/ m[3] .

Notes on the Yuinmery Resource

A resource estimate for the Just Desserts prospect at Yuinmery was completed and announced to the market on 9 April 2009. There has been no change in the resource since that time.

The mineral resource by category to a depth of 250m below surface is reported below. The resource comprises no oxide mineralization, only transitional and fresh.

Just	Desserts Classified Mineral	Desserts Classified Mineral	Resources	– March 2009	– March 2009
Category	Tonnes		Grade*	Grade*	Grade*
			Cu%	Aug/t	Ag g/t
0.5%Cu cutoff	Indicated	184,000	1.11	0.54	0.8
	Inferred	2,159,000	1.24	0.54	1.7
	TOTAL	2,343,000	1.23	0.54	1.6
1%Cu cutoff	Indicated	104,000	1.65	0.86	1.3
	Inferred	966,000	1.84	0.77	2.1
	TOTAL	1,070,000	1.82	0.78	2.1
1.5%Cu cutoff	Indicated	46,000	2.11	1.14	1.6
	Inferred	536,000	2.34	0.92	2.7
	TOTAL	582,000	2.33	0.93	2.6

*High assays have been cut to 9%Cu, 20g/tAu and 10g/tAg.

Resource modelling consultants Datageo calculated a JORC compliant in situ resource estimate, utilising all drill hole information available on Prospecting Licence P57/1215 up to the end of June 2008.

The resource grade was estimated using ordinary kriging based on the drill hole data composited down hole to 1m intervals within constraining shapes representing the mineralization. Assumed specific gravity values used were:- transitional 2.7t/m[3] ; fresh 3.2t/m[3] .

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