EMPIRE RESOURCES LIMITED — Share Issue/Capital Change 2016

Jul 17, 2016

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ACN 092 471 513

18 July 2016

SHARE PLACEMENT: ASX LISTING RULE 7.1A.4(B) & 3.10.5A NOTICE

Empire Resources Limited (ASX: ERL) (“the Company”) advises that it has issued 63,000,000 fully paid ordinary shares at 2.0 cents per share under ASX Listing Rule 7.1 and 7.1A, as announced on 11 July 2016.

The Company hereby provides notice to the ASX for the purposes of ASX Listing Rule 3.10.5A and ASX Listing Rule 7.1A.4(B) that on 18 July 2016 it issued 63,000,000 fully paid ordinary shares in the Company, of which 28,682,279 ordinary shares were issued in accordance with ASX Listing Rule 7.1A (“LR 7.1A Placement”).

The issue price was 2.0 cents per share, with a total of $1,260,000 in funds raised before costs.

Pursuant to the provisions of ASX Listing Rule 3.10.5A in which the issue of 28,682,279 ordinary shares were made under ASX Listing Rule 7.1A, the Company states that:

a) The 7.1A Placement of 28,682,279 ordinary shares represented 8.13% of the expanded ordinary shares on issue of the Company, resulting in a dilution to the existing holders of ordinary securities by that amount.

Further details of the approximate percentage of the post-placement capital (after including the 63,000,000 ordinary shares issued under ASX Listing Rules 7.1 and 7.1A) held in aggregate by the following, are as follows:

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Post Placement
Placement % of issued
% of capital held by
issued pre-placement
capital sh'ers
16.27% 83.73%
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Pre Placement Securityholders
Participants Non- New
in Placement Participants in Shareholders
Placement
1.36% 82.37% 14.91%
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PRINCIPAL AND REGISTERED OFFICE

53 Canning Highway Victoria Park WA 6100

Tel: +61 (0)8 9361-3100

Fax: +61 (0)8 9361-3184

b) The Company issued the shares as a placement under ASX Listing Rule 7.1A as it was of the view that it was the most efficient and expedient mechanism to raise the funds required for development of the Penny’s Find Gold Project.

c) The Company confirms that there was no underwriter with respect to the Placement.

d) Applications for the 28,682,279 ordinary shares issued under ASX LR 7.1A were made via Proserpine Capital Partners Pty Ltd (‘Proserpine’). The Company will pay Proserpine a capital raising fee of 6%, of the total placement amount. The Company also agreed to issue the broker up to 10,000,000 unlisted options (of which 1 million were issued on 22 June 2016), exercisable at 4 cents, with a term of 3 years from date of issue.

_____ Simon Storm Company Secretary

PRINCIPAL AND REGISTERED OFFICE

53 Canning Highway Victoria Park WA 6100

Tel: +61 (0)8 9361-3100 Fax: +61 (0)8 9361-3184

Appendix 3B New issue announcement

.Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

EMPIRE RESOURCES LIMITED

ABN

32 092 471 513

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Ordinary Shares (ERL) Unlisted Options
	63,000,000 ordinary shares (ERL) 9,000,000 Unlisted Options
	Unlisted Options Exercise price – 4 cents Expiry Date – 18 July 2019

• See chapter 19 for defined terms.

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4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A	Ordinary Shares - Yes Unlisted Options - Will rank equally with existing securities (ERL) upon exercise
	Ordinary Shares - $0.02 Unlisted Options - Nil
	For development of the Penny’s Find Gold Project and to provide working capital. Unlisted options – issued pursuant to a capital raising mandate for introduction of new investors.
	Yes
	27 November 2015
	34,317,721 ordinary shares 9,000,000 unlisted options
	28,682,279

• See chapter 19 for defined terms.

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6e Number of[+] securities issued - with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued - under an exception in rule 7.2 6g If securities issued under rule Yes - 15 day VWAP 2.5 cents (75% - 1.9 7.1A, was issue price at least 75% cents) on 11 July 16 (Commsec) of 15 day VWAP as calculated under rule 7.1A.3? Include the Issue price on 18 July 2016 – 2.0 cents issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under n/a rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining rule 7.1 Nil - issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 rule 7.1A - 3,362,869 and release to ASX Market Announcements 7 Dates of entering +securities 18 July 2016 into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 387,201,475 Ordinary shares +securities quoted on ASX ( including the securities in section 2 if applicable)

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)	Number	+Class
	30,000,000 (ERLAK)	Tranche 1- 10 Million options with an exercise price of 4 cents each, when the share price maintains a 30 day VWAP of 4 cents or more-expiring 31 Aug 2016 Tranche 2- 10 Million options with an exercise price of 5 cents each, when the share price maintains a 30 day VWAP of 5 cents or more-expiring 31 Aug 2016 Tranche 3- 10 Million options at an exercise price of 6 cents each, when the share price maintains a 30 day VWAP of 6 cents or more-expiring 31 Aug 2016
	22,102,000 (ERLAA)	Unlisted options with an exercise price of 2.5 cents each, expiring 3 May2019
	1,000,000 (ERLAA)	Unlisted options with an exercise price of 4 cents each, expiring 22 June 2019
	9,000,000	Unlisted options with an exercise price of 4 cents each, expiring 18 July2019

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

n/a

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval n/a required? 12 Is the issue renounceable or nonrenounceable?

• See chapter 19 for defined terms.

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13	Ratio in which the+securities
	will be offered
14	+Class of+securities to which the
	offer relates
15	+Record date to determine
	entitlements
16	Will holdings on different
	registers (or subregisters) be
	aggregated for calculating
	entitlements?
17	Policy for deciding entitlements
	in relation to fractions
18	Names of countries in which the
	entity has+security holders who
	will not be sent new issue
	documents
	Note: Security holders must be told how their
	entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of
	acceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee
	or commission
22	Names of any brokers to the
	issue
23	Fee or commission payable to the
	broker to the issue
24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of+security holders
25	If the issue is contingent on
	+security holders’ approval, the
	date of the meeting

• See chapter 19 for defined terms.

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26	Date entitlement and acceptance
	form and prospectus or Product
	Disclosure Statement will be sent
	to persons entitled
27	If the entity has issued options,
	and the terms entitle option
	holders to participate on
	exercise, the date on which
	notices will be sent to option
	holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do+security holders sell
	their entitlements_in full_through
	a broker?
31	How do+security holders sell
	part of their entitlements
	through a broker and accept for
	the balance?
32	How do+security holders dispose
	of their entitlements (except by
	sale through a broker)?
33	+Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities

• ( tick one )

• (a)  Securities described in Part 1

• (b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

• See chapter 19 for defined terms.

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Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of securities for which n/a +quotation is sought

39 Class of +securities for which quotation is sought

40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?

If the additional securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• See chapter 19 for defined terms.

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41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

Number +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before

• See chapter 19 for defined terms.

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+quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................Date: 18 July 2016 ( ~~Director~~ /Company Secretary)

Print name: SIMON STORM

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

• Insert number of fully paid ordinary 259,201,475 securities on issue 12 months before date of issue or agreement to issue Add the following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2

• Number of fully paid ordinary securities 61,250,000 issued in that 12 month period with shareholder approval

• • Number of partly paid ordinary securities that became fully paid in that 12 month period

• Note: • Include only ordinary securities here – other classes of equity securities cannot be added

• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

Subtract the number of fully paid ordinary securities cancelled during that 12 month period “A” 320,451,475

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 48,067,721

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

• Insert number of equity securities issued or agreed to be issued in that 12 month period 3,750,000 ordinary shares

• not counting those issued: 10,000,000 unlisted options 34,317,721 ordinary shares

• • Under an exception in rule 7.2 -

• • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4

• Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities

• • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• “C” 48,067,721

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 “A” x 0.15 48,067,721 Note: number must be same as shown in Step 2 Subtract “C” 48,067,721 Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” - [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 320,451,475 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 32,045,148

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of equity securities issued or 28,682,279 agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E” 28,682,279

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	32,045,148
Subtract“E” Note: number must be same as shown in Step 3	28,682,279
Total[“A” x 0.10] – “E”	3,362,869 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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