EMPIRE RESOURCES LIMITED — Interim / Quarterly Report 2020

Apr 28, 2020

ASX Release

29 April 2020

==> picture [151 x 86] intentionally omitted <==

QUARTERLY REPORT FOR THE PERIOD ENDING 31 MARCH 2020

YUINMERY PROJECT

YT01 & YT19 Prospects

• Aircore reconnaissance drilling assays demonstrate strong anomalism at prospects YT01 and YT19 within the newly identified 3.5km geophysical target, including:

• 17m @ 3,766ppm Cu & 101ppb Au from surface and 12m @ 4,022ppm Cu & 185ppb Au from 19m (YAC19-04)

• Follow-up RC drilling in January confirms copper-gold mineralisation at YT01 prospect, including:

• 1m @ 2.56% Cu from 44m and 3m @ 1.31% Cu from 48m within 8m @ 1.21% Cu from 44m all within a broad zone of mineralisation of 28m @ 0.85% Cu & 0.20g/t Au from 32m (YRC20-03)

• Further RC drilling completed at YT01 in March demonstrates potential for sulphide mineralisation. Assay results have been received subsequent to quarter’s end[10] .

Smith Well Prospect

• RC Drilling at Smith Well in January returns 68m @ 0.37% Cu & 0.13% Ni of disseminated sulphide mineralisation from 50m in hole YRC20-10, including 1m @ 1.26% Cu from 60m and 1m @ 1.03% Cu & 0.23% Ni from 67m

• Follow up RC Drilling in March at Smith Well continues to demonstrate the potential of the prospect. Assay results have been received subsequent to quarter’s end[10] .

PENNY’S PROJECT

• Results from reconnaissance aircore drilling program identify anomalous gold within the supergene of Area 1, including 4m @ 1,021ppb Au from 56m (PAC19-40)

• The supergene envelope remains open in all directions and offers excellent potential for future exploration success.

CORPORATE

• Completion of shortfall placement raises $196,400 before costs

• $900k cash plus substantial investments and royalty income potential puts the Company in a strong financial position for 2020

www.resourcesempire.com.au 159 Stirling Highway Tel: +61 (0)8 9386 4699 info@resourcesempire.com.au Nedlands WA 6009 Fax: +61 (0)8 9386 9473

Empire Resources Limited ACN 092 471 513 ASX:ERL

ASX Announcement 29 April 2020

==> picture [82 x 47] intentionally omitted <==

Empire Resources Limited (ASX:ERL) (‘the Company’ or ‘Empire’) is pleased to provide its quarterly activities report for the period ending 31 March 2020.

Empire Managing Director, Sean Richardson commented:

“The Company has delivered excellent exploration results for the Yuinmery Project with two RC drill programs completed during the quarter demonstrating the potential for the project.

“Drilling at Smith Well continues to reveal disseminated sulphide mineralisation at depth whilst drilling at the newly identified YT01 prospect demonstrates potential for new discoveries to be made.

“The Company’s exploration activities continue to add value to its projects, whilst the Company’s investment interests continue to mature offering potential for significant, non-dilutive revenue into 2020.”

YUINMERY COPPER-GOLD PROJECT

In January 2020 Empire received final assay results from the initial 3,085m reconnaissance aircore (AC) drill program at the Yuinmery Copper-Gold Project[7] . The program tested six prospects, including four new target areas identified during the independent geological review completed by the Company in September 2019[3] . The aircore drilling program focussed on identifying anomalism within the regolith that can assist in the identification of additional primary copper sulphide mineralisation prospects analogous to the current Just Desserts JORC 2012 Resource of 2.52Mt @ 1.31% Cu, 0.49g/t Au,1.76g/t Ag[1] .

The reconnaissance aircore drilling returned strongly anomalous copper-gold mineralisation within the regolith across multiple prospects. Results include 2m @ 3,707ppm Cu & 702ppb Au from 3m and 2m @ 4,043ppm Cu & 454ppb Au from 20m within a broad mineralised zone of 36m @ 3,482ppm Cu & 117ppb Au (YAC19-04) from surface at prospect YT19 and 2m @ 10,369ppm Cu from 4m within 12m @ 6,619ppm Cu (YAC19-34) from surface at prospect Marcus.

Encouragingly the reconnaissance aircore drilling at YT01 and YT19 indicated a new 3.5km long prospective geophysical horizon to the south-east of the Just Desserts deposit. These results demonstrate potential for multiple copper-gold deposits discoveries at Yuinmery and warrant follow up reverse circulation (RC) drilling to test the identified anomalism for continuity at depth.

In January 2020 Empire completed an eleven (11) hole reverse circulation (RC) drill program for 1,014m at the Yuinmery Copper-Gold Project[8] . The program tested five prospects, following up encouraging copper-gold anomalism identified from recent aircore drilling. The drilling also tested the northern extension of the Smith Well prospect where historic copper, nickel and gold mineralisation has been identified.

In March the Company complete a seven (7) hole, 780m RC drilling program at the project. The March RC program followed up the encouraging results from the January RC program to test the depth of mineralisation at YT01. Two RC holes were also drilled at Smith Well to test the continuity of mineralisation intercepted in hole YRC20-10. Results of the March RC drilling program were received subsequent to the end of the quarter.

2

ASX Announcement 29 April 2020

==> picture [82 x 47] intentionally omitted <==

YT01 & YT19 Prospects

RC drilling at YT01 and YT19 in January 2020 followed up the encouraging results from the reconnaissance aircore drilling, testing for down dip continuation of anomalous copper-gold mineralisation.

Broad zones of mineralisation were intercepted with higher grade zones ranging from 4m to 8m of malachite (copper oxide mineral) returning copper grades >1% and gold up to 0.4 g/t Au. The identified anomalous copper-gold envelopes also sit within horizons of broader alteration effects consisting of iron, chlorite, talc and apatite, which are present at the Just Desserts deposit. Traces of chalcopyrite were also observed in the fresh rock material at the base of YRC20-02.

Four metre composite samples were collected across the complete hole length and submitted for multi-element analysis. Results from the initial 4m composites include:

• 8m @ 1.09% Cu & 0.37g/t Au from 44m within 28m @ 0.60% Cu & 0.20g/t Au from 32m

• (YRC20-03)

• 4m @ 0.89% Cu & 0.12g/t Au from 56m within 24m @ 0.54% Cu & 0.08g/t Au from 56m (YRC20-02)

Following receipt of the initial 4m composite assays, original 1m split samples from the January RC drilling were selected and submitted for analysis. Results received subsequent to quarters end[10] include:

• 1m @ 2.56% Cu from 44m and 3m @ 1.31% Cu from 48m within 12m @ 1.02% Cu from 44m (YRC20-03)

• 3m @ 1.01% Cu from 57m and 1m @ 1.03% Cu from 79m (YRC20-02)

==> picture [505 x 328] intentionally omitted <==

Figure 1 – YT01 Drillhole Locations Overlain Mid-Time EM Geophysics

3

ASX Announcement 29 April 2020

==> picture [82 x 47] intentionally omitted <==

RC drilling at YT01 in March followed up encouraging results in the upper oxide / transition zone by testing down dip extensions targeting copper-gold bearing sulphide mineralisation at depth.

Drilling intercepted trace and disseminated sulphides, including chalcopyrite, pyrrhotite and pyrite in holes YRC20-14, YRC20-15, YRC20-16 and YRC20-17. Results from the initial 4m composite assays sent for multi-element analysis were received subsequent to quarters end[10] with results from drilling including:

• 30m @ 0.50% Cu & 0.07g/t Au from 108m to EOH, including 12m @ 0.73% Cu & 0.10g/t Au from 112m (YRC20-14)

• 12m @ 0.37% Cu & 0.14g/t Au from 144m to EOH, including 4m @ 0.61% Cu & 0.37g/t Au from 152m to EOH (YRC20-15)

• 24m @ 0.44% Cu & 0.12g/t Au from 56m including 4m @ 0.82% Cu & 0.09g/t Au from 56m (YRC20-16)

Select original 1m split samples from the March 2020 drilling have been collected and submitted for analysis.

==> picture [483 x 483] intentionally omitted <==

Figure 2 – YT01 Prospect Cross Section 686,850mE

4

==> picture [159 x 11] intentionally omitted <==

----- Start of picture text -----

ASX Announcement 29 April 2020
----- End of picture text -----

==> picture [82 x 47] intentionally omitted <==

==> picture [483 x 482] intentionally omitted <==

Figure 3 – YT01 Prospect Cross Section 687,250mE

Downhole Electromagnetic (DHEM) geophysical surveys are currently being planned for the June quarter. The DHEM surveys will test for electromagnetic signatures commonly associated with sulphide mineralisation. Any encouraging electromagnetic responses returned from the DHEM surveys will assist the Company in designing future drilling programs targeting sulphide mineralisation.

Smith Well Prospect

In January 2020 two holes were drilled at Smith Well to follow up historical drill hole anomalism and to establish orientation parameters for the prospect. YRC20-10 intercepted a broad downdip zone of disseminated sulphide mineralisation (including chalcopyrite, pyrrhotite and pyrite), returning 68m @ 0.37% Cu & 0.13% Ni from 50m. Assay results within this intercept include:

• 1m @ 1.26% Cu from 60m

• 3m @ 0.65% Cu & 0.15% Ni from 67m, including 1m @ 1.03% Cu & 0.23% Ni from 67m

• 22m @ 0.51% Cu & 0.19% Ni from 79m, including 2m @ 1.22% Cu from 91m

5

ASX Announcement 29 April 2020

==> picture [82 x 47] intentionally omitted <==

Two holes were drilled in the March RC program to confirm the dip and orientation of the mineralisation identified in YRC20-10. Both holes intercepted oxide and sulphide mineralisation. Assays received from this drilling subsequent to the quarters end[10] include:

• 28m @ 0.33% Cu & 0.01% Ni from 60m (YRC20-12)

• 12m @ 0.49% Cu, 0.28% Ni & 0.03% Co from 86m, including 4m @ 0.61% Cu, 0.32% Ni & 0.04% Co from 94m (YRC20-13).

==> picture [470 x 444] intentionally omitted <==

Figure 4 – Smith Well Drillhole Locations & Modelled Plates Overlain Mid-Time EM Geophysics

Smith Well is interpreted to lie within a broad stratigraphic horizon extending from Smith Well in the east around to the Just Deserts deposit to the west. This stratigraphic horizon includes multiple existing prospects such as C-Zone and Claudius, where promising historical Cu-Au mineralisation has been identified. Smith Well differs from other prospects at Yuinmery in its elevated nickel content. This is interpreted to be the result of fluids from a mafic intrusion interacting with the original copper-gold mineralisation within the volcanics. Further exploration is required to make a definitive assessment.

Additional 1m split samples from the March 2020 drilling at Smith Well have been collected and submitted for analysis.

6

ASX Announcement 29 April 2020

==> picture [82 x 47] intentionally omitted <==

Further RC drilling is planned for Smith Well in May 2020 to continue testing the extent and orientation of mineralisation at this exciting prospect. Following the drilling, and subject to results, a program of Downhole Electromagnetic (DHEM) geophysical surveys has been planned for the June quarter. The DHEM surveys will test for off-hole conductors and a guide to the presence of sulphide mineralisation.

==> picture [469 x 570] intentionally omitted <==

Figure 5 – Smith Well Oblique Section

7

ASX Announcement 29 April 2020

==> picture [82 x 47] intentionally omitted <==

PENNY’S GOLD PROJECT

In January 2020 Empire received final assay results from the initial 2,995m reconnaissance aircore (AC) drill program at the Penny’s Gold Project. The program focused on testing previously identified targets defined by surface geochemical anomalism coincident with interpreted structures[3] .

Geochemical data and preliminary structural interpretation highlighted two areas with a collective strike of approximately 4km. Several prospects that have previously been identified along the Penny’s Find Shear also remain a key focus for further exploration.

==> picture [502 x 502] intentionally omitted <==

Figure 6 – Penny’s Find Project Drilling

8

ASX Announcement 29 April 2020

==> picture [82 x 47] intentionally omitted <==

The reconnaissance aircore drilling at the Penny’s Gold Project successfully identified several new zones of anomalous gold mineralisation, including 4m @ 1,021ppb Au from 56m in hole PAC19-40 at Area1. This intercept occurs within a broad 150m interpreted supergene envelope that is open in all directions.

Broad arsenic anomalism, a pathfinder for gold in the target area, was encountered surrounding discrete gold mineralisation with assays returned up to 3,571ppm As at Area 2. Further RC drilling is warranted at Penny’s to test the extent of the identified gold anomalism in Area 1 and to test the arsenic-gold association within the fresh rock horizon in Area 2.

==> picture [502 x 321] intentionally omitted <==

Figure 7 – Cross Section 6,626,850mN Highlighting Supergene Enrichment.

9

ASX Announcement 29 April 2020

==> picture [82 x 47] intentionally omitted <==

CORPORATE ACTIVITIES

Rights Issue - Shortfall

On 20 January 2020[6] the Company issued 24,550,000 New Shares under the shortfall provisions of the December 2019 non-renounceable rights issue[5] . The shortfall placement raised $196,400 before costs and completes the rights issue.

Penny’s Find Royalty Payment

On 13 March 2020 Orminex (ASX:ONX) announced the completion of obtaining statutory approvals for the Penny’s Find Gold Mine with the issue of the important water extraction licence on 4 January 2020[9] . Orminex is now focussing on reviewing the proposed mine plan and drilling ahead of the commencement of mining site works at the Penny’s Find Gold Mine during the June 2020 quarter.

The Company anticipates revenue from the Penny’s Find Gold Mine during 2020 with milestone payments from the anticipated commencement of mining activities ($200,000) and first gold pour ($200,000) plus ongoing gold royalty payments.

Investments

During the period the Company sold 261,292 shares in NTM Gold Limited (ASX:NTM) @ $0.085 per share, realising approximately $22,137 after costs.

At the close of the quarter the Company held 45,888,708 shares in NTM Gold Limited (ASX:NTM) representing a 7.6% interest. Empire acquired its shares in NTM in July 2019 at $0.0325 per share for $1,499,875 invested[2] . The closing price of $0.050 at the end of the quarter values the holding at $2,294,435.

Financial Position

Expenditure during the December quarter was approximately $536,000 with cash on hand at quarters end of $900,000.

Eastern Goldfields Milling Services (EGMS)

Empire is in dispute with Eastern Goldfield Milling Services Pty Ltd regarding unaccounted gold following a toll treatment milling campaign conducted by EGMS at its Burbanks Gold Processing facility in late 2017. The Company is seeking to recover gold valued in excess of $1 Million. The matter has been referred to arbitration.

The next arbitration hearing is scheduled to be heard in the June 2020 quarter.

10

ASX Announcement 29 April 2020

==> picture [82 x 47] intentionally omitted <==

This announcement is authorised for release by:

Sean Richardson Managing Director

For further information on the Company Phone: +61 8 9386 4699 www.resourcesempire.com.au

About Empire

Empire Resources Limited (ASX:ERL) is a gold and copper focussed exploration and development company. Empire owns 100% of two highly prospective projects. The Yuinmery Copper-Gold Project 470km North East of Perth in the base metal rich Youanmi greenstone belt and the Penny’s Gold Project 45km North East of Kalgoorlie in the prolific Eastern Goldfields Region of Western Australia. Empire’s projects have numerous exploration targets with excellent potential.

Empire has an experienced team of exploration, development and financial professionals who are committed to developing a sustainable and profitable mineral business. Empire seeks to extract value from direct exploration in its existing projects as well as identifying value accretive investment opportunities that complement the Company’s development objectives.

Competent Person Statement

The information in this report that relates to Exploration Results is based on information compiled and/or reviewed by Shane Tomlinson, who is a Member of the Australian Institute of Geoscientists. Mr Tomlinson is an independent geological consultant and has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Tomlinson consents to the inclusion in the report of the matters based on this information in the form and context in which they appear.

The information is this release concerning the Mineral Resources for the Just Desserts deposit has 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 style of mineralization and type of deposit under consideration and qualifies as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Ball consents to the inclusion in this public release of the matters based on his information in the form and context in which it appears.

Additional JORC Information

Further details relating to the information in this release can be found in the following ASX announcements:

1. ASX:ERL “ Updated Copper-Gold Resource Yuinmery Project ” 17 May 2016

2. ASX:ERL “Empire Makes Investment in NTM Gold Limited” 11 July 2019

3. ASX:ERL “ Exploration Projects Update ” 16 September 2019

4. ASX:ERL “ Prospectus - Non- Renounceable Rights Issue ” 5 November 2019

5. ASX:ERL “ Rights Issue Completion and Shortfall Notification ” 10 December 2019

6. ASX:ERL “ Proposed issue of Securities - ERL ” 17 January 2020

7. ASX:ERL “ Strong Anomalism in Reconnaissance Drilling ” 24 January 2020

8. ASX:ERL “ Drilling Confirms New Cu-Au & Cu-Ni Prospects at Yuinmery ” 11 March 2020

9. ASX:ONX “ Corporate and Operations Update ” 13 March 2020

10. ASX:ERL “ Yuinmery Delivers Excellent Cu-Au and Cu-Ni Results ” 24 April 2020

11

ASX Announcement 29 April 2020

==> picture [82 x 47] intentionally omitted <==

==> picture [367 x 366] intentionally omitted <==

Project Location Map

Tenement Holdings at 31 March 2020

Tenement Holdings at 31 March 2020	Tenement Holdings at 31 March 2020	Tenement Holdings at 31 March 2020	Tenement Holdings at 31 March 2020	Tenement Holdings at 31 March 2020
PROJECT	TENEMENT NUMBER	PERCENTAGE INTEREST HELD	PERCENTAGE INTEREST HELD	COMMENTS/ CHANGES SINCE LAST QUARTER
		31 December 2019	31 March 2020
PENNY'S	E27/410	100	0	Relinquished
	E27/420	100	100
	E27/553	100	100
	E27/591	100	100
	E27/592	100	100
	E27/593	100	100
	P27/2245	100	100
	P27/2262	100	100
YUINMERY	M57/265	100	100
	M57/636	100	100
	E57/1037	100	100
	E57/681	91.89	91.89
	E57/1027	91.89	91.89
BARLOWEERIE	E59/2306	100	100
POISON HILLS	E51/1938	0	0	Application

12