Annual Report to shareholders

EMPIRE RESOURCES LIMITED

ABN 32 092 471 513

Annual Report

30 June 2024

Empire Resources Limited

Review of Operations

Figure 1: Project Location Map

Empire Resources Limited (ASX: ERL) is a gold and copper focussed exploration and development company. Empire owns four highly prospective projects. The Yuinmery Copper-Gold Project 470km northeast of Perth in the Youanmi Greenstone Belt, the Barloweerie multi-element precious and base metal project, the Nanadie Copper-Gold Project southeast of Meekatharra in the Murchison Region and the Penny's Gold Project 45km northeast 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 may complement the Company's development objectives.

Empire 2024 Annual Report 3

Empire Resources Limited

Review of Operations

Yuinmery Project (Cu-Au)

The Yuinmery Copper-Gold project is in the Mid-West region of Western Australia and consists of five granted tenements, two Mining Leases and three Exploration Licences for a total area of 66.7 km2. The project currently hosts a JORC 2012 Resource of 2.52Mt @ 1.31% Cu, 0.49g/t Au and 1.76g/t Ag using a 0.5% Cu cut-off.

The Yuinmery project area covers the eastern portion of the Archaean Youanmi greenstone belt with rock types consisting largely of mafic and ultramafic volcanics with altered chloritic felsic and intermediate volcanic units. The volcanic units contain a number of intercalated strongly sulphidic cherty sediments, which are host to Volcanic Massive Sulphide (VMS) copper-gold mineralisation. The project area lies between the Youanmi Shear zone (western boundary) and the Yuinmery Shear zone (eastern boundary with the southern area covering the southern closure of a northerly plunging syncline.

Empire's improved understanding of the geology, alteration characteristics and geological structure at Yuinmery, paired with discovery of new Cu-Au,Cu-Ni and PGM occurrences have now enhanced the Company's opportunities to target previously untested areas.

A-Zone is developing into an exciting prospect where additional near surface high grade copper/gold mineralisation has been encountered. The YT01 prospect is also developing into a large tonnage potential copper system and remains a focus for the Company going forward.

Activities for the year focused on ongoing assessment for project wide resource growth potential including compilation and cataloguing of drill core, gathering specific gravity data from historic drill core to support future work programmes and resource estimations. Investigation continued into new geophysical techniques such as MobileMT, an advanced generation of airborne Natural Source Audio Frequency Magnetotelluric (ANSAF) technology capable of high-resolution deep resistivity 3D mapping to depths exceeding 1km that could be applied at Yuinmery to detect deep conductive bodies beyond the capabilities of traditional geophysical techniques. The progressive rehabilitation of historic drilling sites was also continued.

The Yuinmery Project remains an important part of Empire's portfolio, offering an opportunity for potential discovery of economic copper gold mineralisation.

Penny's Gold Project (WA)

The Penny's Gold Project is located 45km east of Kalgoorlie, Western Australia within the north-northwest trending Gindalbie greenstone belt consisting of a sequence of mafic-ultramafic volcanic rocks with intercalated horizons of felsic volcanic rocks and metasediments. The sequence has been subjected to multiple deformation events resulting in significant folding, pronounced foliation, and a northerly plunging mineral lineation. To the east of the project is the GMQ shear where subsidiary structures are common and locally appear to influence spatial distribution of gold mineralisation, particularly where structures intersect or bifurcate. Outcrop within the project area is poor with the regolith dominated by a deeply dissected laterite weathering profile and the subsequently derived colluvial products.

The Penny's Gold Project occupies the ground adjoining the Penny's Find Gold Mine mining lease which was previously owned by Empire. The Company is entitled to royalty on gold produced from the Penny's Find mine, which hosts a high-grade Resource of 429kt @ 4.57g/t Au for 63,000oz (ASX: HRZ 29 December 2023).

Gold mineralisation at Penny's Gold project occurs within a lower order northwest trending shear that intersects a northerly trending structure. This structure is interpreted to continue to the north through the project area. To the east of this structure and within the project area lie multiple northerly and northwest trending structures interpreted from reprocessed aeromagnetic data.

AC drilling conducted by Empire to date has demonstrated the prospectivity and potential for additional economic gold mineralisation analogous to the high-grade Penny's Find Gold Mine.

Empire 2024 Annual Report 4

Empire Resources Limited

Review of Operations

Barloweerie Project (Zn-Pb-Ag-Au-Cu)

The Company has one granted exploration licence. The application for three additional tenements were withdrawn following a review of the areas prospectivity and the tenements proximity to File Notation Area (FNA) 7618 relating to the Square Kilometer Array Project. The retained tenement of 112.8km2 is located approximately 155km west of Cue, WA.

The exploration licence covers part of the Barloweerie greenstone belt where historical exploration discovered highly anomalous zinc, lead, silver, gold and copper mineralisation in a volcanogenic massive sulphide (VMS) setting. The Barloweerie Project has had limited modern exploration since 1987 when strong mineralisation was encountered in RC and diamond drilling, including:

• 5m @ 4.8% Zn from 38m (SDH34)
• 1m @ 3.9% Pb from 15m (SDH19)
• 5m @ 100.0g/t Ag from 28m (SDH31)
• 2m @ 0.58% Cu from 19m (SDP8)

Nanadie Project (Cu-Au)

The Company has three granted exploration licences totalling 127.3km2 located approximately 65km southeast of Meekatharra, WA.

The Nanadie Copper-Gold Project partially overlies the Barrambie Greenstone Belt which consists of a 1- 4km wide sequence of strongly sheared chlorite-quartz-muscovite schists, amphibolites, BIF's and ultramafics. Much of the tenement is covered by aeolian sand, sheetwash and calcrete.

Empire's Nanadie Copper-Gold Project lies immediately along strike from Cyprium Metals Limited (ASX: CYM) Nanadie Well Copper Project. Cyprium's Nanadie Well Copper Project has a reported JORC 2004 Inferred Resource of 40.4Mt @ 0.40% Cu & 0.10g/t Au for its Nanadie Well copper project containing 162,000 tonnes of copper and 130,000 oz of gold (refer to ASX: CYM "Nanadie Well Mineral Resource Estimate" 19 July 2022).

The geological sequence hosting the Nanadie Well deposit is interpreted to continue north into Empire's tenure. A regional shear, informally known as the Nanadie Well Regional Shear traverses the Empire project from north to south. Several geochemical and geophysical anomalies have been identified along the Nanadie Well Regional Shear that warrant further investigation.

INVESTMENTS

Penny's Find Royalty

The Company previously part owned and mined the Penny's Find Gold Mine. The mine was subsequently sold and as part of the settlement, Empire is entitled to a 5% ad valorem royalty payment on gold and silver produced from the Penny's Find Gold Mine up to the first 50,000 oz of gold recovered, and 2.5% on gold and silver produced above that amount.

Empire is also entitled to milestone payment obligations:

• Mining commencement payment of $200,000
• First gold pour payment of $200,000

Owned by Horizon Minerals Ltd (ASX: HRZ), the Penny's Find Gold Mine is located approximately 45km northeast of Kalgoorlie in the Eastern Goldfields of Western Australia.

On 29 December 2023 Horizon Minerals announced an updated Mineral Resource for Penny's Find of 429,000t @ 4.57gt Au for 63,000oz Au at a 1.5gt Au lower grade cutoff. HRZ stated a feasibility study, and a maiden reserve would be completed during 2024.

Empire 2024 Annual Report 5

Empire Resources Limited

Review of Operations

Empire is pleased with the progress Horizon Minerals has made to date and looks forward to near term development of Penny's Find Gold Mine.

Gnaweeda Royalty

Empire retains a 1% gross revenue royalty on tenement E51/1995 now owned by Great Boulder Resources (ASX: GBR). Empire notes that Great Boulder has been particularly active in the region at its Side Well Gold Project which is proximal to E51/1995.

GBR reported to the ASX (16/12/2023) a resource of 7,450,000t @ 2.8gt Au for 668,000oz Au (using a 0.5gt Au for open pit and 1.0gt Au for underground) for the Side Well Project.

Empire looks forward to seeing progress at Gnaweeda under the stewardship of Great Boulder's accomplished exploration team.

Diversity Royalty

Empire retains a 1% net smelter royalty on tenement E57/1202 owned by Diversity Resources Pty Ltd (Diversity). The tenement forms a part of Diversity's Youanmi Lithium Project.

Empire looks forward to seeing progress on tenement E57/1202 under Diversity's stewardship.

CORPORATE ACTIVITIES

Share Issue

In May 2024, 370,978,327 shares were issued at 0.2 cents per new share raising $741,957 before share issue costs.

Project Assessment

During the year, Empire continued to assess opportunities complimentary to its existing portfolio undertaking technical assessments and commercial negotiations. The Company assessed numerous prospective projects during the year and while there has been no firm commitment towards a transaction, the Company continues to engage with several parties regarding opportunities complimentary to Empire's business.

COMPETENT PERSON STATEMENTS

The information in this report that relates to Exploration Results is based on information compiled and/or reviewed by Mr Mark Shelverton, who is a Member of the Australian Institute of Geoscientists. Mr Shelverton is a full-time employee of Empire Resources Limited and has sufficient experience that is relevant to the style of mineralisation and type of deposits 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 Shelverton consents to the inclusion in this presentation 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.

Empire 2024 Annual Report 6

Empire Resources Limited

Review of Operations

The 2012 JORC reportable resources of primary and transitional copper-gold sulphide mineralisation above a 0.5% and a 1.0% copper cut-off are summarised below.

Just Desserts Reportable Mineral Resources - April 2016

Reportable Mineral Resource to depth of 170m

Empire 2024 Annual Report 7

Empire Resources Limited

Directors' Report

Your Directors submit their report on Empire Resources Limited (the "Company") and its controlled entity (the "Group") for the financial year ended 30 June 2024.

Directors

The Company's Directors in office during the financial year and until the date of this report are as follows. Directors were in office for the entire period unless otherwise stated.

Michael Ruane - Non-Executive Chairman PhD MRACI

Dr Ruane holds a PhD in chemistry from UWA and has been involved in the mining and chemical industries for over 40 years. Dr Ruane has been responsible for listing or development of numerous Public Companies including Echo Resources Ltd (ASX: EAR) acquired by Northern Star Resources Ltd (November 2019) and Reward Minerals Ltd (ASX: RWD).

Dr Ruane held the following positions in these ASX listed entities in the past 3 years:

Jeremy Atkinson - Non-Executive Director BA CPA GradDipAppFin

Mr Atkinson is a qualified CPA (Australia), professionally trained in project financial modelling. In the past 15 years Mr Atkinson has specialised professionally in the construction of financial models for mining projects in Australia, Africa, Europe and South America and is very conversant with commercial terms and cost parameters associated with mining and processing of a range of mineral commodities including gold and copper. He also holds a degree in modern languages from Oxford University and speaks English, French and German languages fluently. Prior to his involvement in the mining industry Mr Atkinson spent 18 years in senior strategic and operational positions in the development and turnaround of various international manufacturing businesses.

Mr Atkinson held no other positions in any listed company in the last 3 years.

Colin McCavana - Non-Executive Director (appointed 5 August 2024)

Mr McCavana has over 40 years' experience in mining and earthmoving industries, including the management, acquisition, exploration and development of projects in Australia, USA, Tanzania, Mozambique and Indonesia.

Mr McCavana held the following positions in these ASX listed entities in the past 3 years:

Empire 2024 Annual Report 8

Empire Resources Limited

Directors' Report

Sean Richardson - Managing Director MEng MSc MBA FAusIMM MEIAust GAICD (resigned 2 August 2024)

Mr Richardson is an experienced minerals industry executive with 30 years' operational, consultancy and managerial experience in Australian, North American, African, South-East and Central Asian mineral projects. Mr Richardson's experience ranges from exploration through project development and into production having held operational and senior management positions with a number of companies including; Western Mining Corporation, Normandy Mining, Bardoc Gold Limited, North West Nickel, Shaw River Manganese, Atlas Iron and Auricup Resources.

Mr Richardson holds a Master of Engineering Technology (Mining Engineering), a Master of Business Administration (Curtin), a Master of Science in Mineral Economics (WASM), a Graduate Diploma in Mining (WASM) and an Advanced Certificate in Engineering and Mine Surveying (TAFE). Mr Richardson is also a Graduate Member of the Australian Institute of Company Directors (GAICD), a Fellow of the Australasian Institute of Mining and Metallurgy (FAusIMM) and a Member of Engineers Australia (MEIAust).

Mr Richardson held no other positions in any listed company in the last 3 years.

Bianca Taveira - Company Secretary

Mrs Taveira is an experienced company administrator and manager who has acted as Company Secretary to a number of unlisted public and ASX listed natural resource companies for over two decades. During this time Mrs Taveira has been involved in a number of initial public offerings, reverse takeover transactions, corporate transactions and capital raisings. Mrs Taveira has a corporate and compliance background and is experienced with administration of the shareholder registry, the ASX Listing Rules, mining tenement management and the Department of Mines regulations.

Mrs Taveira currently acts as Company Secretary for Reward Minerals Limited (ASX: RWD).

Principal Activities

During the period, the principal activities of the Company consisted of mineral exploration and evaluation of properties in Australia.

Dividends

No dividends have been paid during the period and no dividends have been recommended by the Directors.

Result for the Financial Period

The loss from ordinary activities after provision for income tax was $985,407 (2023: $1,424,150).

Review of Results and Operations

The operations and results of the Company for the financial year are reviewed below.

This review includes information on the financial position of the Company and its business strategies and prospects for future financial years.

Empire 2024 Annual Report 9