Empire Resources Limited Annual Report 2008

FY2008 Annual Report · Empire Resources Limited

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E M P I R E R E S O U R C E S L I M I T E D A N D C O N T R O L L E D E N T I T I E S
A B N 3 2 0 9 2 4 7 1 5 1 3

A n n u a l R e p o r t
f o r t h e y e a r e n d e d 3 0 J u n e 2 0 0 8

TA B L E O F C O N T E N T S

PAGE
1. Corporate Directory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IFC
2. Highlights of 2007-2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. Chairman’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4. Review of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
5. Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
6. Directors’ Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
7. Income Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
8. Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
9. Statement of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
10. Cash Flow Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
11. Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
12. Directors’ Declaration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
13. Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
14. Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

1 . C O R P O R AT E D I R E C T O R Y

DIRECTORS
Adrian Griffin BSc.(Hons) – Chairman
David Sargeant BSc. – Managing Director
Adrian Jessup BSc.(Hons) – Executive Director

MANAGEMENT
David Ross
BSc.(Hons) MSc. – Exploration Manager

COMPANY SECRETARY
Simon Storm
BCom. BCompt.(Hons) CA FCIS

REGISTERED and PRINCIPAL OFFICE
53 Canning Highway
Victoria Park 6100
Western Australia

Phone +61 (0)8 9361 3100
Facsimile +61 (0)8 9361 3184
Email info@resourcesempire.com.au
Website www.resourcesempire.com.au
ABN 32 092 471 513

SHARE REGISTRY
Security Transfer Registrars Pty Ltd
770 Canning Highway
Applecross 6153
Western Australia

AUDITOR
RSM Bird Cameron Partners
8 St George’s Terrace
Perth 6000
Western Australia

STOCK EXCHANGE LISTING
The Company is listed on the
Australian Securities Exchange Limited:
Home Exchange, Perth.
ASX code:

Shares – ERL
Options – ERLO

2 .

H I G H L I G H T S O F 2 0 0 7 - 2 0 0 8

> Discoveries & resources added during the first full year on the ASX

> 52,000-ounce gold resource confirmed at Penny’s Find (WA)

> Positive scoping development study completed at Penny’s Find

> High grade Cu-Au discovery at 100%-owned Yuinmery (WA)

> Major potential to expand zones of mineralisation at Yuinmery

by further drilling

> Apex Minerals secured as shareholder and potential partner

for treatment of Yuinmery copper-gold mineralisation

> Adequate funding for Empire through 2009 via Apex Minerals placement

> 80% earning interest in under-explored Larkin’s Find (WA)

nickel project which contains a JORC Resource of 5.2 million
tonnes averaging 0.8% nickel and 0.08% cobalt

> Numerous strong uranium anomalies identified at Yarlarweelor (WA)

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 1

3 . C H A I R M A N ’ S R E P O R T T O S H A R E H O L D E R S

Dear Shareholders

It is my pleasure to present to you this annual report, which outlines Empire's first full year of operation since listing on
the ASX on 1 February 2007. During the reporting period, the Company enjoyed great exploration success,
commencing with an upgrade of resources at Penny's Find (WA) to 314,000 tonnes at a grade of 5.18 g/t for an
estimated 52,000 ounces of contained gold.This result, achieved only six months after drilling began, was the result of
two drilling campaigns, each followed by a resource evaluation.

Drilling commenced at Yuinmery (WA) in October 2007.The first results were released in November, with the gold and
copper tenors indicating Empire had made a significant discovery. Further drilling verified the geological occurrence as
being a volcanogenic massive sulphide deposit associated with felsic magmatism. Copper values as high as 5.53% and
gold values up to 12.85 g/t were realised, and structural assessment confirmed the target horizon was synclinal in form,
suggesting that most mineralisation will be contained within the Company's ground.

The success of Empire's evaluation programs at Yuinmery did not go unnoticed within the industry. Indeed, published
results attracted a strong partner, Apex Minerals NL, which owns the nearby Youanmi gold mine - the processing plant at
this mine includes a flotation circuit which could be amenable for the production of concentrates from Yuinmery.
Apex and Empire have entered into an agreement to set the commercial terms for jointly developing the project.
In addition, Apex took a significant placement only days after the end of the 2008 financial year, and now holds
approximately 6.95% of Empire.

Not all of our endeavours in the past year were successful, however, and the high risk associated with exploration was
reflected in the Company's Torrens Project (SA).There, a single diamond drillhole penetrated 770 metres without
intersecting the source of a circular gravity anomaly interpreted as a potential IOCG occurrence. Cognisant of the high
risks associated with examination of deep geophysical targets, we have as a consequence left five similar anomalies untested.

Even with a first full year of mainly positive exploration results, the market capitalisation of Empire has declined, along
with that of many other junior exploration companies. Despite this, the board takes comfort in the fact that we have
managed to convert exploration dollars into discoveries and resources. Also, the funds raised through the Apex
placement, and the Company's mineral endowment, place us in a positive position for 2009 and beyond.

The Company will continue to develop its exploration portfolio, but will retain enough flexibility to capitalise on
other opportunities as they arise.We value the support of each and every one of our shareholders, and encourage your
continued support of Empire Resources.

Adrian Griffin
Chairman

REGISTERED and PRINCIPAL OFFICE
53 Canning Highway, Victoria Park WA 6100 (cnr Taylor Street)
Phone +618 9361 3100 Fax +618 9361 3184

Page 2

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

4 .

R E V I E W O F O P E R AT I O N S

REVIEW OF EXPLORATION

CORPORATE OBJECTIVES

The Company’s long-term objective is to become a
successful mining house through participation in the
discovery and development of one or more world-class
mineral deposits.

Empire’s short-term objective is to enhance value
and obtain a cash flow from the Company’s existing
tenements in Australia, which have potential for gold,
copper, uranium, nickel and platinum group metal
(‘PGM’) deposits.This value may be realised by
delineating reserves and commencing mining
operations, entering into significant farm-out
or royalty arrangements, and/or taking advantage
of new opportunities to provide an early cash flow.

In the 17 months since the Company listed on
the ASX, it has maintained a high level of exploration
work, completing 10 separate drilling programmes at
Penny’s Find,Yuinmery,Torrens and Troy Creek. In
addition, geophysical surveys – comprising magnetics,
electromagnetics (‘EM’), gravity and radiometrics –
have been completed at Empire’s Yuinmery,Torrens,
Yarlarweelor and Troy Creek projects, to help
accurately define drill targets.

As a result of this work, Empire has not only defined
a 52,000-ounce gold resource at Penny’s Find but also
discovered significant copper-gold mineralisation at its
Yuinmery project.

Darwin

I N D I A N
O C E A N

Derby

Port Hedland

W E S T E R N
A U S T R A L I A

PARADIS

N O R T H E R N
T E R R I T O R Y

Cairns

YARLARWEELOR

TROY CREEK

YUINMERY

NOONDIE

Alice Springs

Q U E E N S L A N D

S O U T H
A U S T R A L I A

Brisbane

Kalgoorlie

LARKIN’S FIND

PENNY’S FIND

Perth

Albany

TORRENS

N E W S O U T H
W A L E S

Adelaide

Sydney

V I C T O R I A

Melbourne

500

1000km

T A S M A N I A

Hobart

Empire’s projects in Western and South Australia.

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 3

PENNY’S FIND: gold
100% interest

Empire’s Penny’s Find project, which is situated in
the Eastern Goldfields region of Western Australia,
lies 50 kilometres northeast of Kalgoorlie and
30 kilometres from the Kanowna Belle Gold Mine.
Within mining lease M27/156, gold mineralisation is
associated with quartz veining developed at or near a
sheared contact between basalts and sediments.

At Penny’s Find, the Company previously outlined a
gold resource of 314,000 tonnes @ 5.18 g/t Au down
to a vertical depth of 150 metres below surface. The
mineral resource estimate is summarised in the
following table.

PENNY’S FIND MINERAL RESOURCE

Category
Measured

Indicated

Inferred

TOTAL

Tonnes
79,000

132,000

103,000

314,000

Grade* (g/t Au)
4.40

3.98

7.33

5.18

Ounces
11,120

16,880

24,313

52,313

* Grades are based on a minimum cut-off of 0.5 g/t Au and high

assays cut to 25 g/t Au

In the year ending June 2008, Empire completed a
diamond drilling programme consisting of four holes
totalling 1,259 metres and a rotary air blast (‘RAB’)
drilling programme of 118 holes for 5,867 metres.

The diamond drilling programme was designed to test
the depth extensions to high-grade gold mineralisation
previously outlined by reverse circulation (‘RC’)
drilling; for example, 5 m @ 20.88 g/t Au at a depth
of 140 metres from surface.Three of the four diamond
drill holes returned high-grade gold values in narrow
quartz veins within the target zone, while one missed
the target due to a fault offsetting the lode structure.
Gold was visible in quartz veins from two of the holes.
Of the intersections recorded, the better ones were as
follows.

Hole PFD001

0.50 m @ 8.11 g/t Au from 271.75 m

Hole PFD002 0.60 m @ 10.30 g/t Au from 272.50 m

Hole PFD004

2.00 m @ 5.50 g/t Au from 221.90 m

Also completed during the year was a pre-feasability
study which examined various mining and treatment
options in relation to open-pit mining of the Penny’s
Find resource.The study concluded that additional
open-pittable resources should be added to the
inventory before further studies were undertaken,
as this would markedly improve the estimated
return for the project. In addition, Empire is actively
investigating other options for the resource, in order
to maximise the return to shareholders.

Elsewhere within the Penny’s Find project area,
potential exists for additional gold resources. One area
with exploration potential is the extension of the
Penny’s Find contact zone. Lying on the contact
between basalts and sediments, it can be traced for
several kilometres along strike in a northerly direction
(the trends are based on drilling information and
aeromagnetic data). RAB drilling located 18 m @
1.71 g/t Au from 44 metres in a hole 2 kilometres
north of Penny’s Find, close to the contact described
above.This RAB programme also located a potentially
new area of gold mineralisation 2 kilometres north-
west of Penny’s Find, where a drill hole returned
4 m @ 0.82 g/t Au from 44 metres’ depth. An RC
drilling programme will test these RAB intersections
in the coming year.

Page 4

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

N
m
0
8
2
9

N
m
0
0
3
9

N
m
0
2
3
9

N
m
0
4
3
9

N
m
0
6
3
9

N
m
0
8
3
9

N
m
0
0
4
9

N
m
0
2
4
9

N
m
0
4
4
9

N
m
0
6
4
9

N
m
0
7
4
9

N
m
0
8
4
9

N
m
5
8
4
9

N
m
0
0
5
9

N
m
0
2
5
9

N
m
0
4
5
9

N
m
0
6
5
9

N
m
0
8
5
9

N
m
0
0
6
9

N
m
0
2
6
9

N
m
0
4
6
9

N
m
0
6
6
9

N
m
0
8
6
9

N
m
0
0
7
9

2/5.05

1 0

19/9.36
7/6.49

2/19.43

3/5.01

2/10.17

8/22.58
10/6.05

4/3.41

5/3.58

5/2.76

3/4.14

6/3.92

5/7.52

12/1.81

5/9.60

5/5.25

5/4.12

3/10.57

2/17.88
3

7/2.03

3/3.40

4/2.57

8/3.60

2/8.00

3/5.81

10
2/6.00

11/3.20

17/6.88
23/10.02

6/12.20

7/8.91

7/7.80

6/6.12

8/11.07

13/7.25

Base
Weathering

N
m
0
2
7
9

-20 RL

-40 RL

-60 RL

-80 RL

4/5.95

7/11.45

3/13.70

4/4.20

8/1.44

13/3.28

14/5.34

5/20.88

6/6.77

REFERENCE

7/6.40

N.S.A.

+10 g/t Au x metre intersection

+30 g/t Au x metre intersection

Drill hole pierce point

Intersection (m) / g/t Au

No significant assays

‘Pennys Find Prospect’ - M27/156
LONG SECTION

40metres

PFD001
0.50/8.11

PFD002
0.60/10.30

PFD003
N.S.A.

8/1.26

-100 RL

10/1.00

-140 RL

-160 RL

-180 RL

-200 RL

-220 RL

-240 RL

PFD004
2.00/5.50

-40 RL

-60 RL

-80 RL

-100 RL

-120 RL

-140 RL

-160 RL

-180 RL

-200 RL

-220 RL

-240 RL

8m @ 0.54 g/t Au
in RAB hole

18m @ 1.71 g/t Au
in RAB hole

Low-level anomalous
gold values in RAB
holes on contact

Geological
contact trend

Penny’s Find
gold deposit
314,000 tonnes
@ 5.18 g/t Au

Penny’s Find
shear

LEGEND

Sediments and felsic volcanics

Colluvium

Laterite

Dolerite and gabro intrusives

Basalt / andesite

Source:- Dept. of Industry and Resources

‘Penny’s Find project’

MINERALIZED TRENDS

September 2007

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 5

YUINMERY: copper-gold
100% interest

The Yuinmery copper-gold project is 475 kilometres
northeast of Perth,WA and 80 kilometres southwest
of the town of Sandstone. Lying within the Archaean
Youanmi Greenstone Belt, it covers a synclinal
sequence of chloritised felsic tuffaceous rocks with
interbedded sulphide-bearing chert horizons.

Copper-gold mineralisation, previously identified from
a number of prospects at Yuinmery, is VMS in style and
similar in nature to orebodies currently being mined at
Golden Grove and Jaguar in WA. It occurs as massive
sulphides associated with chert exhalite horizons and
as matrix sulphides in lapilli tuff, and is associated with
mafic and ultramafic intrusions. Empire holds 100%
of the Yuinmery project, which comprises 60 square
kilometres of tenements.

During the past year, the Company has completed
three programmes of RC drilling, totalling 46 holes,
for 7,470 metres.Three downhole EM surveys were
undertaken to help identify further drill targets.
Most of the work was undertaken at the Just Desserts
prospect, where drilling outlined two zones of copper-
gold sulphide mineralisation dipping about 60 degrees
to the northeast and plunging 45 degrees to the
southeast. Both have a strike length of 150 metres
and a down plunge extent of at least 250 metres.
In addition, both remain open down plunge to the
southeast and appear to be merging at depth to form
one horizon of about 12 metres true width. Previous
diamond drilling by Western Mining Corporation at
Just Desserts in the mid 1970s intersected both zones
at depth, with hole MYMD18 intersecting 18.2 m
@ 0.93% Cu, 0.52 g/t Au and hole MYMD20
intersecting 7.7 m @ 1.47% Cu, 0.36 g/t Au and
8.5 m @ 1.03% Cu, 0.26 g/t Au.

No drilling below a vertical depth of 250 metres has
yet been undertaken at Just Desserts or elsewhere on
the Yuinmery project, which highlights the potential
for a major discovery within the tenement area.

At Just Desserts,diamond drilling is planned in order
to test the down plunge extensions to both sulphide
zones, as is an initial resource calculation on both the
oxide and fresh mineralisation. Listed below are some
of the better intersections from the drilling at Just
Desserts.

Hole no.

Intersection

YRC08-01

23 m @ 2.68% Cu, 1.28 g/t Au from 80 m

includes 6 m @ 7.42% Cu, 3.01 g/t Au from 85 m

YRC08-02

13 m @ 2.58% Cu, 0.39 g/t Au from 63 m

7 m @ 4.23% Cu, 1.65 g/t Au from 106 m

YRC08-03

13 m @ 2.55% Cu, 1.67 g/t Au from 106 m

YRC08-06

YRC07-14

YRC08-21

7 m @ 1.92% Cu, 0.36 g/t Au from 149 m

14 m @ 2.08% Cu, 0.17 g/t Au from 74 m

6 m @ 4.46% Cu, 0.30 g/t Au from 68 m

8 m @ 2.95% Cu, 3.20 g/t Au from 119 m

includes 4 m @ 4.79% Cu, 3.12 g/t Au from 120 m

YRC08-31

10 m @ 4.23% Cu, 6.01 g/t Au from 123 m

includes 4 m @ 8.62% Cu, 14.08 g/t Au from 124 m

There are a number of other copper-gold prospects
within the Company’s tenements, and initial drilling
has returned encouraging sulphide intersections from
the following.

A Zone:

Trajan:

B Zone:

C Zone:

7 m @ 1.81% Cu, 0.48 g/t Au from 218 m

3 m @ 0.86% Cu, 0.45 g/t Au from 169 m

10 m @ 0.41% Cu, 0.10 g/t Au from 76 m

4 m @ 0.44% Cu, 0.19 g/t Au from 169 m

With a view to future development options,
Empire and Apex have signed a Memorandum of
Understanding (‘MoU’) to enter into commercial
negotiations relating to the Yuinmery project. Apex
owns a processing plant – complete with flotation
circuit – at Youanmi, just 6.5 kilometres southwest of
the Just Desserts prospect. Under the MoU, Empire
and Apex will investigate the possibility of future
development and production at Yuinmery.

Page 6

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

6
8
0

0
0
0
m
E

6
8
5

0
0
0
m
E

E57/767

6
9
0

0
0
0
m
E

2km

E57/766

To
Sandstone

6 840 000 mN

JUST DESSERTS
PROSPECT

P57/1214

M57/265

S a n d s t o n e

Road

N e w

t o n e

S a n d s

6 835 000 mN

O ld

o a d

P57/1215 P57/1216 P57/1217

Youanmi Minesite
(Apex Minerals)

To
Paynes
Find

E57/735

Empire Resources Ltd. Tenements

‘Yuinmery project’
TENURE MAP
As at August 2008

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 7

6 839 000mN

E
m
0
0
0

6
8
6

E
m
0
0
0

7
8
6

E
m
0
0
0

8
8
6

A Zone
anomaly

M57/265

E
m
0
0
0

9
8
6

E
m
0
0
0

0
9
6

Scale

1000 m

6 838 000mN

P57/743

6 837 000mN

P57/744

6 837 000mN

Just Desserts
anomaly

Trajan
anomaly

C Zone
anomaly

P57/745

P57/746

‘Yuinmery Project’
Ground EM anomalies
Channel 30

Surface

Y R C 08-20

Y R C 08-04
Y R C 08-30

Y R C 08-21

D 20

1.00, 0.13
1

99m

131m

0.59, 0.81
13

0.85, 1.06
10

0.65, 0.05
1

1.32, 0.60
6

0.69, 2.28
3

weathered rock
fresh rock

-50

1.64, 0.30
5

1.61, 0.42
7

gabbro

2.95, 3.20
8

felsic
tuffs

129m

2.20, 0.29
9

165m

l
o

sulphide
horizons

50metres

-100

-150

-200

-250

1.47, 0.36
7.7

1.03, 0.26
8.5

245m

KEY

2.95, 3.20
8

%Cu, g/t Au
metres

‘
’
Yuinmery roject
‘Just Desserts prospect’
CROSS SECTION 9960N

Page 8

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Surface

N
0
8
8
9

N
0
2
9
9

N
0
6
9
9

N
0
0
0
0
1

N
0
4
0
0
1

N
0
9
0
0
1

N
0
3
1
0
1

Weathered Rock
F re s h R o c k

-50

-100

08-05
NSA

5.53
3

07-13

5
1 0

08-27

08-28

1.30
20

1.55
10

08-29

NSA

08-20

08-04

08-30

08-21

Upper and lower zones
have merged

-150

MYMD18

0.93
18.2

08-16

08-01

08-02

0.70
23

1.32
6

0.65
3

08-03

08-31

1.61
7
2.95
8

08-18

0.76
5

NSA

2.58
13

2.55
13

0.96
6

08-13

08-06

1.21
16

0.92
1

MYMD15
2.10
3.9

08-14

0.90
2

08-15

NSA

07-14

NSA

08-26

NSA

08-12

0.62
1

MYMD19

NSA

-150

50metres

08-06

YRC drill hole number

MYMD20

MYMD18

Western Mining diamond hole

2.20
9

NSA

% Cu
Drill intersection (m)

% Cu x metres contour

No significant assays

0
1
08-19

NSA

1.47
7.7

08-24

NSA

-200

‘
’
Yuinmery roject
‘Just Desserts prospect’
UPPER ZONE LONG SECTION

-50

-100

-150

-200

-250

N
0
8
8
9

N
0
2
9
9

N
0
6
9
9

N
0
0
0
0
1

N
0
4
0
0
1

N
0
9
0
0
1

N
0
3
1
0
1

Surface

08-27

1.24
4

08-05

1.95
3

08-28

3.12
5

07-13

MYMD18

1.82
3

0.93
18.2

08-29

1.02
13

Upper and lower zones
have merged

MYMD20

50metres

08-19

1.03
6

08-16

08-01

08-13

08-06

1.06
16

2.68
23

1.78
10

2.08
14

08-20

08-04

1.00
1

1.64
5

Weathered Rock
Fresh Rock

08-26

1.11
3

07-14

08-12

2.92
10

2.91
6

08-30

08-31

2.20
9

08-02

4.23
10

08-03

08-18

1.03
8.5

08-14

08-15

4.23
7

1.92
7

0.68
3

1.03
1

5
0.71
8

MYMD19

NSA

08-06

YRC drill hole number

MYMD18

Western Mining diamond hole

2.20
9

NSA

% Cu
Drill intersection (m)

% Cu x metres contour

No significant assays

‘
’
Yuinmery roject
‘Just Desserts prospect’
LOWER ZONE LONG SECTION

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 9

TORRENS: copper-gold-uranium
100% interest

Empire’s Torrens project lies on the eastern margin of
the Gawler Craton in South Australia, approximately
100 kilometres northeast of Port Augusta.The Gawler
Craton, a recognised world-class IOCG province,
includes the Olympic Dam, Prominent Hill and
Carrapateena deposits.

During October 2007, the Company tested one of the
prominent circular gravity anomalies present within
the project tenements by completing one diamond
hole to a vertical depth of 770 metres.That hole –
which passed through 208 metres of Tertiary cover
rocks, then into a flat-lying sequence of Cambrian
limestones, dolomites and siltstones – had to be
abandoned while still in Cambrian rocks, due to bad
ground conditions. No mineralisation of significance
was logged in the hole.

A number of other prominent circular gravity and
magnetic anomalies remain to be tested on the project
tenements, and Empire is actively seeking a joint-
venture partner with which to undertake further
drilling.

Olympic
Dam

Andamooka

Lyndhurst

Leigh Creek

TORRENS PROJECT
Lake
LaLakkeke
Torrens
enss
TorrTT

Woomera

S O U T H

Port Augusta

Hawker

A U S T R A L I A

Quorn

Peterborough

Whyalla

Spencer
Gulf

Port Pirie

Adelaide
200 km

Location of Torrens Project.

Page 10

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

TROY CREEK: copper-gold-platinum
100% interest

Empire’s Troy Creek copper-gold-PGM project
is situated 900 kilometres northeast of Perth and
260 kilometres northeast of Wiluna.The project
tenements cover an area of 522 square kilometres
on the northern margin of the Palaeoproterozoic
Earaheedy Basin. Previous exploration within the
tenements identified multi-element anomalous
geochemistry in sedimentary rocks over a wide-
spread area extending for a strike length of more
than 20 kilometres.Within this area, separate drill
intersections of 1.5 m @ 2.98% Cu, 9.6 m @ 0.34%
Cu, and 8 m @ 0.79 g/t PGM and Au have been
obtained.

During November 2007, a total of eight vertical RC
holes, for a total of 1,063 metres, were drilled to test
seven discrete magnetic and gravity anomalies outlined
during the previous year.

The final metre of a hole drilled to test a magnetic
anomaly numbered TC37 ended in dolomitic graphitic
shale and chert containing 30% pyrite and pyrrhotite
at a depth of 171metres, the limit of the drill rig’s
capability.This final metre assayed only weakly
anomalous gold (69 parts per billion (‘ppb’)) and
palladium (30 ppb); however, the presence of magnetic
pyrrhotite is considered significant, since it may
indicate the presence of a large sulphide body as
the cause of the TC37 magnetic anomaly.

Of the other anomalies, two were shown to be
unmineralised magnetic dolerite and gabbro, while
drilling of the remaining four failed to reach target
depth.

In the coming year, Empire plans to deepen the hole
at anomaly TC37, and also to redrill the other
anomalies.

117°00´

Dampier

120°00´

Ach

123°00´

P I L B A R A

Ach

NIFTY
1.6 Mt Cu

C R A T O N

Paulsens Gold Mine
600,000 ozs

TELFER
24 Moz Au
(1 Mt Cu)

0 200km

otru

n
Waugh
(Au)

P A R A D I S P R O J E C T

Paraburdoo
SIPA
+1 Moz Au

urtS

larutc

Ilgarari (Cu)

T R O Y C R E E K
P R O J E C T

22°00´

Exmouth

Mt Clement
70,000 ozs Au

24°00´

Granite outcrops
Archaean
Lower Proterozoic

Ach
LP

Magnetic linear
Fault

Mine
Prospect

Tenements

PLUTONIC
6.8 Moz Au

Ach

Y I L G A R N

C R A T O N

Ach

Location of Troy Creek and Paradis Project.

Corrid

S
I

Ach

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 11

LARKIN’S FIND: nickel-gold
Earning an 80% interest

Empire has entered into a farm-in and joint venture of
the Larkin’s Find nickel and gold project whereby it
may earn an 80% interest in a lateritic nickel resource
with additional untested gold potential.The Larkin’s
Find nickel and gold project – covering an area of
approximately 33 square kilometres – is situated
approximately 85 kilometres southeast of the Murrin
Murrin Nickel Mine and 155 kilometres north-
northeast of Kalgoorlie in WA.

Previous exploration in the Larkin’s Find area located
widespread lateritic nickel-cobalt mineralisation.That
work outlined an inferred resource of 5.2 million
tonnes assaying 0.8% nickel and 0.08% cobalt using a
0.6% nickel cut-off grade. Additional untested areas
with further exploration potential were identified.

In July 2008, a small aircore (‘AC’) drilling programme
undertaken to verify the previous nickel exploration
confirmed the earlier work, with intersections such as
12 m @ 0.71% Ni, 0.18% Co; 11 m @ 1.04% Ni,
0.10% Co, and 11 m @ 1.13% Ni, 0.12% Co.

The Company believes that the Larkin’s Find project
area is under-explored for nickel and has seen only
minimal previous exploration for gold. Programmes to
test both the gold and nickel potential of the project
are planned for the coming year. Exploration for gold
will target northeast trending splay structures that
strike from a regionally extensive northwest trending
structure known as the Claypan Fault.This fault and
structural zone hosts gold mineralisation approximately
3 kilometres north of the tenement boundary at
Gardner’s Find.

Future nickel exploration will be directed towards
drilling untested targets to increase the size of the
resource.

Page 12

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

YARLARWEELOR: uranium
100% interest

The Yarlarweelor uranium project, which is located
125 kilometres north of Meekatharra in WA, covers an
area of 492 square kilometres.

In February 2008, the Company agreed to sell the
Yarlarweelor project to Perth-based Radon Resources
(‘Radon’), the sale being conditional upon Radon
being admitted to the official list of the ASX within
the 6-month option period. Subsequent to the end of
the reporting year, Radon notified Empire that it
would not be proceeding with the purchase, due to
unfavourable market conditions.

During April 2008, a detailed airborne radiometric and
magnetic survey completed over the eastern half of the
project area outlined numerous strong uranium
anomalies overlying Proterozoic schists and Archaean
granites and gneisses. In the 1980s, a number of these
anomalies were drilled by previous explorers, with
intersections up to 24 m @ 310 parts per million
(‘ppm’) uranium and 2 m @ 630 ppm uranium.

Empire proposes to drill-test the strongest uranium
anomalies during the coming year.

E52/2095
E52/2095

7 180 000 mN

6
2
0

0
0
0
m
E

2 km

Yarlarweelor airborne radiometric and magnetic survey.

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 13

NOONDIE: uranium
100% interest

The Noondie project comprises two exploration
licences prospective for palaeochannel calcrete type
uranium deposits.The licences are located on the
margin of Lake Noondie, between 30 and 65
kilometres southeast and east of the Company’s
Yuinmery project and approximately 100 kilometres
south of the town of Sandstone. Lake Noondie is a
large Tertiary-Recent drainage system extending
almost 100 kilometres in length and up to
25 kilometres in width.

The exploration licences cover isolated airborne
radiometric anomalies first identified in 1968. One
covers the confluence of two palaeochannel drainage
systems and represents a favourable location for the
deposition and accumulation of uranium minerals.
Field inspection confirmed that the aerial anomalies
are sourced from the drainage system and not the
basement granite rocks that were the original source
of uranium minerals. No previously recorded ground
exploration has been undertaken within the licence
areas, despite the fact that potentially economic
uranium mineralisation has been drilled elsewhere
within Lake Noondie.

The Company plans to carry out ground-based
radiometric surveys to pinpoint drilling targets.

Page 14

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

PARADIS: gold-platinum
100% interest

Empire’s Paradis project, located 25 kilometres west
of Paraburdoo in WA, contains late Archaean rocks on
the southern margin of the Pilbara Craton.The project
area, comprising two exploration licences, covers an
area of 230 square kilometres.The Paradis Project is
situated within the major west-northwest/east-
southeast structural corridor (also known as the
Ashburton Structural Corridor) that hosts the Mount
Olympus,Waugh and Paulsens deposits; these contain a
combined total in excess of 1 million ounces of gold.

While there has been no recorded drilling within the
project area, rock-chip samples taken by previous
explorers assayed up to 0.31 g/t PGM and gold, as
well as widespread anomalous gold and platinum
values in stream sediments.

Empire intends to carry out surface- and stream-
sediment geochemical sampling, which will be
followed by drill-testing of any targets identified.

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 15

5 .

C O R P O R AT E G O V E R N A N C E P R I N C I P L E S

(b)

Principle 2 Recommendations 2.1

To the extent that they are applicable, and given its
circumstances, the Company adopts the Eight Essential
Corporate Governance Principles and Best Practice
Recommendations (‘Recommendations’) published by
the Corporate Governance Council of the ASX.

As the Company’s activities develop in size, nature and
scope, the size of the Board and the implementation
of additional corporate governance structures will be
afforded further consideration.

The Board sets out below its ‘If not, why not?’ report
in relation to matters of corporate governance in
which the Company’s practices depart from the
Recommendations.

(a)

Principle 1 Recommendation 1.1

Notification of Departure
Empire has not formally disclosed the functions
reserved to the Board and those delegated to
management.The appointment of non-executive
directors to the Board is not formalised in writing by
way of a letter or other agreement.

Explanation for Departure
The Board recognises the importance of distinguishing
between the respective roles and responsibilities of the
Board and management.The Board has established an
informal framework for the management of the
Company and the roles and responsibilities of its Board
and management. Due to the small size of the Board
and of the Company, the Board does not consider it
necessary to formally document the roles of Board and
management, as it believes these roles are being carried
out in practice and are clearly understood by all
members of the Board and management.The Board is
responsible for the strategic direction of the Company,
establishing goals for management and monitoring the
achievement of these goals, monitoring the overall
corporate governance of the Company and ensuring
that shareholder value is increased.The Company has
two executives, being the managing director and an
executive director.The managing director is
responsible for ensuring that the Company achieves
the goals established by the Board.

The appointments of non-executive directors are
formalised in accordance with the regulatory
requirements and the Company’s constitution.

Notification of departure
The Company does not have a majority of
independent directors, with only one of the three
Board members being independent.

Explanation for departure
The Board considers that the current composition of
the Board is adequate for the Company’s size and
operations at present, and includes an appropriate mix
of skills and expertise relevant to the Company’s
business.The current Board structure presently consists
of the non-executive chairman, the managing director
and one executive director, only one of whom is
independent.The Company considers that each of the
directors possesses skills and experience suitable for
building the Company.The Board takes the
responsibilities of best practice in corporate
governance seriously. It is the Board’s intention to
appoint another independent director as and when the
size and complexity of the Company’s operations
changes and a suitable candidate is identified.

(c)

Principle 2 Recommendation 2.4 and Principle 4
Recommendations 4.1

Notification of Departure
Separate audit and nomination committees have not
been formed.

Explanation for Departure
The Board considers that the Company is not
currently of a size, or its affairs of such complexity, that
the formation of separate or special committees is
justified at this time.The Board as a whole is able to
address the governance aspects of the full scope of the
Company’s activities and ensure that it adheres to
appropriate ethical standards.

In particular, the Board as a whole considers those
matters that would usually be the responsibility of an
audit committee and a nomination committee.The
Board considers that, at this stage, no efficiencies or
other benefits would be gained by establishing a
separate audit committee or a separate nomination
committee.

(d)

Principle 2 Recommendation 2.5

Notification of Departure
The Company does not have in place a formal process
for evaluation of the Board, its committees, individual
directors and key executives.

Explanation for Departure
Evaluation of the Board is carried out on a continuing
and informal basis.The Company will put a formal
process in place as and when the level of operations
of the Company justifies this.

Page 16

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

(e)

Principle 3 Recommendation 3.1

(h)

Principle 7 Recommendation 7.1

Notification of Departure
The Company has not established a formal code
of conduct.

Explanation for Departure
The Board considers that its business practices, as
determined by the Board and key executives, are the
equivalent of a code of conduct.

(f)

Principle 5 Recommendation 5.1

Notification of Departure
The Company has not established written policies and
procedures designed to ensure compliance with ASX
Listing Rule disclosure requirements and
accountability for compliance.

Explanation for Departure
The directors have a long history of involvement with
public listed companies and are familiar with the
disclosure requirements of the ASX Listing Rules.

The Company has in place informal procedures that it
believes are sufficient for ensuring compliance with
ASX Listing Rule disclosure requirements and
accountability for compliance.The Board has
nominated the managing director and the company
secretary as being responsible for all matters relating to
disclosure.

(g)

Principle 6 Recommendation 6.1

Notification of Departure
The Company has not established a formal shareholder
communication strategy.

Explanation for Departure
While the Company has not established a formal
shareholder communication strategy, it actively
communicates with its shareholders in order to
identify their expectations, and actively promotes
shareholder involvement in the Company. It achieves
this by posting on its website copies of all information
lodged with the ASX. Shareholders with internet
access are encouraged to provide their email addresses
in order to receive electronic copies of information
distributed by the Company. Alternatively, hard copies
of information distributed by the Company are
available on request.

Notification of Departure
The Company has an informal risk oversight and
management policy and an internal compliance and
control system.

Explanation for Departure
The Board does not currently have formal procedures
in place but is aware of the various risks that affect the
Company and its particular business. Section 8 of the
prospectus dated 7 November 2006 provides a
summary of the relevant risk factors that may affect
the Company. As the Company develops, the Board
will develop appropriate procedures to deal with risk
oversight and management and internal compliance,
taking into account the size of the Company and the
stage of development of its projects.

(i)

Principle 8 Recommendations 8.1

Notification of departure
The Company does not have a formal remuneration
policy and has not established a separate remuneration
committee. Non-executive directors may receive
options or shares.

Explanation for Departure
The current remuneration of the directors is disclosed
in the Directors’ Report. Non-executive directors
receive a fixed fee for their services and may also
receive options or shares.The issue of options or shares
to non-executive directors may be an appropriate
method of providing sufficient incentive and reward
while maintaining cash reserves.

Due to the Company’s early stage of development and
its small size, it does not consider that a separate
remuneration committee would add any efficiency to
the process of determining the levels of remuneration
for the directors and key executives.The Board
believes it is more appropriate to set aside time at
specified Board meetings each year to specifically
address matters that would ordinarily fall to a
remuneration committee. In addition, all matters of
remuneration will continue to be in accordance with
regulatory requirements, especially in respect of related
party transactions; that is, none of the directors will
participate in any deliberations regarding their own
remuneration or related issues.

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 17

6 .

D I R E C T O R S ’ R E P O R T

Your directors submit their report on Empire
Resources Limited and its controlled entities for the
financial year ended 30 June 2008.

DIRECTORS

The Company’s directors in office during the financial
period and until the date of this report are as follows
(directors were in office for the entire period unless
otherwise stated).

Adrian Griffin
Chairman (Non–Executive)
BSc., MAusIMM

Mr Griffin graduated from the University of
Melbourne in 1975 and is a member of the
Australasian Institute of Mining and Metallurgy
(‘AusIMM’) and the Geological Society of Australia.
He began his professional career with exploration for
base metals in Tasmania, and went on to develop mine
planning, grade control and exploration methods in
iron ore with BHP.

In the 1980s, Mr Griffin was operations manager for a
number of public companies involved in the mining
and production of gold and base metals throughout
Australia and southeast Asia. In 1988, he managed the
commissioning of underground production at the
Bellevue gold mine in Western Australia.

Mr Griffin began consulting to the mining industry in
1990 and has held board positions with a number of
public companies since then. His management
experience is broad, encompassing as it does
exploration, financing, development, commissioning
and the production of a wide range of mineral
commodities.

Mr Griffin has been a director of the following listed
companies during the past 3 years.

Company
Dwyka Resources Ltd

Position
Non-executive director

Appointed
1/12/2005

Northern Uranium Ltd

Non-executive director

12/06/2006

Empire Resources Ltd

Hodges Resources Ltd

Chairman

3/02/2004

Managing director

17/08/2005

Reedy Lagoon Corporation Ltd Non-executive director

9/05/2007

Washington Resources Ltd

Managing director

7/09/2004

Page 18

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

David Sargeant
Managing director
BSc. MAusIMM

Adrian Jessup
Executive director
BSc. MAusIMM

Mr Sargeant – who holds a Bachelor of Science
degree in economic geology from the University of
Sydney – has more than 35 years’ experience as a
geologist, consultant and company director. As such, he
has been involved in numerous mineral exploration,
ore deposit evaluation and mining development
projects and is a member of AusIMM and the
Geological Society of Australia.

During his career, Mr Sargeant has held a range of
senior positions, including that of senior geologist with
Newmont Pty Ltd and senior supervisory geologist
with Esso Australia Ltd at the time of the Harbour
Lights Gold Mine discovery and development. Further,
Mr Sargeant was the first chief geologist at the Telfer
gold mine during exploration, development and
production at that project. In addition, he was
exploration manager for the Adelaide Petroleum NL
group of companies, manager of resources
development for Sabminco NL and a technical
director of Western Reefs Ltd during the period in
which that company became a successful producer at
the Dalgaranga Gold Project.

Mr Jessup also holds a Bachelor of Science degree
(with honours) in economic geology from the
University of Sydney and has more than 35 years’
continuous experience as a geologist, company
director and consultant involved in mineral
exploration, ore deposit evaluation and mining. He is
a member of AusIMM, the Geological Society of
Australia and the Australian Institute of Geoscientists.

For the last 12 years, Mr Jessup has operated a
geological consulting company. During that time, he
was a founding director of Sylvania Resources Ltd and
remained on the board for 2 years. Prior to that, Mr
Jessup was managing director of Giralia Resources NL
for 8 years, from the company’s inception in 1987.
Previously, he had worked for AMAX Exploration
Inc., as a senior geologist and as regional manager in
charge of that company’s mineral exploration in WA.

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 19

MANAGEMENT

Simon Storm
Company secretary
BCom. BCompt(Hons) CA FCIS

Mr Storm is a Chartered Accountant with more than
20 years of Australian and international experience in
the accounting profession and commerce. He
commenced his career with Deloitte Haskins & Sells
in Africa, then London, before joining Price
Waterhouse in Perth.

Mr Storm has held various senior finance and/or
company secretarial roles with both listed and unlisted
entities in the banking, resources, construction,
telecommunications and property development
industries. In the last 5 years, he has provided
consulting services covering accounting, financial and
company secretarial matters to various companies in
these sectors.

David Ross
Exploration Manager
BSc.(Hons) MSc. MAusIMM

Mr Ross holds a Bachelor of Science degree (with
honours) in geology from Aberdeen University,
Scotland and a Master of Science degree in economic
geology from McMaster University in Canada. He is a
member of AusIMM, the Geological Society of
Australia and the Australian Institute of Geoscientists.

With more than 20 years’ experience as an exploration
geologist in Western Australia, Mr Ross’ career has seen
him involved with numerous mineral exploration, ore
deposit evaluation and mine development projects for
both gold and base metals. He has held senior
geologist positions with Brunswick NL and Giralia
Resources and was geological superintendent for
Australian Resources at the Gidgee gold mine. Most
recently, Mr Ross held the position of chief geologist
with De Grey Mining Ltd, where he was instrumental
in the discovery of the Orchard Well VMS deposits.

Principal Activities

During the period, the principal activities of the
Company consisted of mineral exploration and
evaluation of properties in Australia.There has been
no significant change in these activities during the
financial period.

Dividends

Result for the Financial Period

Loss from ordinary activities after income tax expense
was $3,713,015 (2007: $3,580,357).

Review of Operations

In the 17 months since listing on the Australian
Securities Exchange, Empire Resources has maintained
a high level of exploration work completing ten
separate drilling programmes at Penny’s Find,
Yuinmery,Torrens and Troy Creek. During the
12 months ended 30 June 2008 the company spent
$2,575,000 (2007: $778,000) on exploration and
evaluation.

In addition, geophysical surveys comprising magnetics,
electromagnetics, gravity and radiometrics have been
completed at the Yuinmery,Torrens,Yarlarweelor and
Troy Creek projects to help accurately define drill
targets.

As a result of this work the Company has been
successful in defining a 52,000 ounce gold resource at
Penny’s Find and discovering significant copper – gold
mineralization at the Yuinmery project.

Significant changes in the state of affairs of the
Company during the financial year were as follows.

Exercised an option to acquire the Penny’s Find
gold project near Kalgoorlie, a high-grade gold
project with an existing resource, with the issue of
1,000,000 ordinary shares to Rubystar Nominees
Pty Ltd
Agreement to sell the Yarlarweelor uranium project
in WA for $1.75 million, comprising $1.0 million
in cash and $750,000 worth of fully paid ordinary
shares in Radon Resources Limited. At 30 June
2008, certain conditions precedent to the
finalisation of this agreement had not occurred,
and on 25 August 2008 the arrangement was
terminated.Therefore, the transaction is not
reflected in these accounts.
Consideration of $150,000 to private investor,
Meekal Pty Ltd, to purchase the remaining 10%
that it did not own of the Yuinmery copper-gold
project.
Change in accounting policy to write off
exploration, evaluation and acquisition costs in the
year they are incurred.This resulted in a write-off
of $4,403,560 against opening retained earnings
and $3,324,163 was expensed in the current year.

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

In the opinion of the directors, there were no other
significant changes in the state of affairs of the
Company.

Remuneration Report (Audited)

This report details the amount and nature of
remuneration of each director of the Company and
the executives receiving the highest remuneration.

Page 20

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Remuneration Policy
The principles used to determine the nature and
amount of remuneration are applied through a
remuneration policy which ensures that the
remuneration package properly reflects the person’s
duties and responsibilities, and that the remuneration is
competitive in attracting, retaining and motivating
people of the highest quality.

The remuneration policy, setting the terms and
conditions for the executive directors, has been
developed by the Board after seeking professional
advice and taking into account market conditions and
comparable salary levels for companies of a similar size
and operating in similar sectors.

The remuneration policy is to provide a fixed
remuneration component.The Board believes that this
remuneration policy is appropriate given the stage of
development of the Company and the activities which
it undertakes, and is also appropriate in aligning the
directors’ objectives with shareholder and businesses
objectives.

The remuneration framework has regard to
shareholders’ interests in the following ways.

It focuses on sustained growth, as well as focusing
the directors on key non-financial drivers of value.
It attracts and retains directors of a high calibre.

The remuneration framework has regard to directors’
interests in the following ways.

It rewards capability and experience.
It reflects competitive reward for contributions to
shareholder growth.
It provides a clear structure for earning rewards.
It provides recognition for contribution.

Non–executive directors
The Board’s policy is to remunerate non-executive
directors at market rates for comparable companies
for time, commitment and responsibilities.The Board
determines payments to the non-executive directors
and reviews their remuneration annually, based on
market practice, duties and accountability. Independent
external advice is sought when required.The
maximum aggregate amount of fees that can be paid
to directors is subject to approval by shareholders at a
general meeting. Fees for non-executive directors are
not linked to the performance of the economic entity.
However, to align directors’ interests with shareholder
interests, the directors are encouraged to hold shares in
the Company and may receive options.

The directors have resolved that non-executive
directors’ fees will be $30,000 per annum for the
chairman, inclusive of statutory superannuation
contributions. Shareholders have approved aggregate
remuneration for all non-executive directors at an
amount of $100,000 per annum. Where applicable,
superannuation contributions of 9% are paid on these
fees, as required by law.

Share-based Compensation (Audited)

To ensure that the Company has appropriate
mechanisms to continue to attract and retain the
services of directors and employees of a high calibre,
the Company has established the Empire Resources
Limited Share Plan (‘SP’).

The directors consider that the SP is an appropriate
method to:

a) reward directors and employees for their past

performance;

b) provide long-term incentives to participate in the

Company’s future growth;

c) motivate directors and employees and generate

employee loyalty, and

d) assist in retaining the services of valuable employees.

In all, 2,450,000 shares were issued to directors and
employees under the SP during the year at an issue
price of $0.188. Interest-free loans were provided for
the amount payable in respect of the shares, with the
amount repayable being the lesser of the issue price
and the last sale price of shares on the repayment date.
The shares issued under the SP may not be transferred
or otherwise dealt with, and will not be quoted on
ASX, until any loan in respect of the shares has been
repaid and a period of 36 months after the date of
issue has elapsed.The fair value of the shares, using a
Black and Scholes pricing model, is recognised as an
expense over the period from date of issue to vesting
date.The amount recognised as part of employee
expenses during the half-year was $18,954.

The terms and conditions of each share affecting
reported remuneration in the previous, this or future
reporting periods are as follows.

Issue
date

12 May
2008

Expiry
date

12 May
2011

Exercise
price

Value per option

Date

at grant date exercisable

$0.188

$0.139

12 May
2008

Fair values at issue date are determined using a Black-
Scholes option pricing model that takes into account
the exercise price, the term of the loan, the share price
at issue date and the expected price volatility of the
underlying share, and the risk-free rate for the term of
the option.

The model inputs for options granted during the year
ended 30 June 2008 included the following.

(a) Loans to acquire shares are granted for no

consideration and vest between issue date and
36 months.

(b) An expected price volatility of 114%.
(c) A risk-free interest rate of 7%.

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 21

Shares issued Shares issued Shares vested Shares vested
during the year during the year

for the year
ended
30-Jun-08

for the year
ended
30-Jun-07

year ended
30-Jun-08

year ended
30-Jun-07

Specified directors

Non-executive
Mr A Griffin

Executive
Mr D Sargeant

Mr A Jessup

Specified executives
Mr S Storm

Directors
Mr A Griffin

Mr D Sargeant

Mr A Jessup

Specified executives
Mr S Storm

Directors
Mr A Griffin

Mr D Sargeant

Mr A Jessup

Specified executives
Mr S Storm

500,000

750,000

500,000

350,000

–

500,000

750,000

500,000

350,000

–

Year granted

Vested
%

Forfeited
%

Financial
years in
which
shares may
vest

Minimum
total value
of grant yet
to vest
$

Maximum
total value
of grant yet
to vest
$

2007

–

2008-11

3,868

5,802

3,868

65,759

98,639

65,759

2008-11

2,708

46,031

A
Remuneration
consisting of
shares

B
Value at
issue date
$

C
Value at
exercise date
$

D
Value at
lapse date
$

E
Total of
columns B-D
$

11%

69,627

104,441

69,627

48,739

–

69,627

104,441

69,627

48,739

A = the percentage of the value of remuneration
consisting of shares, based on the value of options
expensed during the current year

B = the value at issue date calculated in accordance
with AASB 2 Share-based Payment of shares issued
during the year as part of remuneration.

C = the value at exercise date of shares that were
issued as part of remuneration and were exercised
during the year, being the intrinsic value of the
options at that date

D = the value at lapse date of shares that were issued
as part of remuneration and that lapsed during the
year. Lapsed shares refers to shares that vested but
expired due to the term of the loan expiring.

Page 22

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Executives
Executive directors receive either a salary plus
superannuation guarantee contributions as required by
law, currently set at 9%, or provide their services via a
consultancy arrangement. Directors do not receive any
retirement benefits. Individuals may, however, choose
to sacrifice part of their salary to increase payments
towards superannuation. Options are not issued as part
of remuneration for long-term incentives.

All remuneration paid to directors and executives is
valued at cost to the Company and expensed.

Compensation of Key Management Personnel for
the Year Ended 30 June 2008.

The following table discloses the remuneration of the
key management personnel (directors and executive
officers) of the Company.The information in this table
is audited.

Directors

Specified directors

Non–executive
Mr A Griffin

Executive
Mr D Sargeant

Mr A Jessup

Total specified

Specified executives
Mr S Shah – company

secretary to 30 April 07

Mr S Storm – company

secretary from 30 April 07

Total specified

Directors’
fees

Consulting
fees

Short–term employment

benefits

Post-

2008
2007

30,000
12,500

–
–

30,000
12,500

–
–

125,000
50,000

250,000
100,000

–
30,960

45,600
8,100

45,600
39,060

30,000
12,500

125,000
50,000

280,000
112,500

–
30,960

45,600
8,100

45,600
39,060

–
–

Share-
based
payments
Value
of options

3,868
–

5,802
–

3,868
–

13,539
–

–
–

2,708
–

Total

33,868
12,500

130,802
50,000

128,868
50,000

293,539
112,500

–
30,960

48,308
8,100

48,308
39,060

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 23

Employment Contracts

Mr D Sargeant

By agreement dated 24 October 2006, the Company
and Kirkdale Holdings Pty Ltd (ACN 009 096 388)
(‘Kirkdale’) agreed the terms and conditions under
which Kirkdale would provide the services of Mr
Sargeant as managing director of the Company.

The agreement:
(a) has a term of 3 years;
(b)requires the payment to Kirkdale of a fee of

$10,000 per month (increasing by 10% each year)
and reimbursement of expenses;

termination benefit of 50% of the amount due on
termination of the agreement.

Mr A Jessup

By agreement dated 24 October 2006, the Company
and Murilla Exploration Pty Ltd (ACN 068 277 190)
(‘Murilla’) agreed the terms and conditions under
which Murilla would provide the services of Mr Jessup
as an executive officer of the Company.

The agreement:
(a) has a term of 3 years;
(b)requires the payment to Murilla of a fee of $10,000

per month (increasing by 10% each year) and
reimbursement of expenses;

termination benefit of 50% of the amount due on
termination of the agreement.

Directors may be paid additional fees for special duties
or services outside the scope of the ordinary duties of
a director. Directors will also be reimbursed for all
reasonable expenses incurred in the course of their
duties.

Directors’ Interest

The relevant interest of each director in the shares and
options over shares issued by the Company at the date
of this report is as follows.

Number of
Ordinary shares

Number of
Options

Director

Direct

Indirect

Direct

Indirect

Mr A Griffin

500,000

–

300,000

–

Mr D Sargeant

– 5,850,000

– 2,849,999

Mr A Jessup

722,222 1,245,333

361,111

822,666

Company Performance

Comments on performance are set out in the review
of operations.

Significant Changes in the State of Affairs

There were no significant changes in the state of affairs
of the Company, other than those noted in the review
of operations.

Likely Developments and Expected Results

Disclosure of likely developments in the operations
of the Company and the expected results of those
operations in future financial years, and any further
information, has not been included in this report
because, in the reasonable opinion of the directors, to
do so would be likely to prejudice the business
activities of the Company.

Environmental Regulation

The Company’s operations were subject to
environmental regulations under both Commonwealth
and State legislation in relation to its exploration
activities.

The directors are not aware of any breaches during the
period covered by this report.

Share Options

Meetings of Directors

At the date of this report, unissued ordinary shares of
the Company under option are as follows.

Grant
date

19 Jun 07

1 Feb 07

Date of
expiry

30 Jun 09

31 Dec 10

Exercise
price ($)

Number under
option

0.25

27,709,075

3,000,000

30,709,075

The following table sets out the number of meetings
of the Company’s directors held during the period
ended 30 June 2008 and the number of meetings
attended by each director.

Directors’ meetings

Director

Mr A Griffin

Mr D Sargeant

Mr A Jessup

A = meetings attended

B = meetings held whilst a director

As at the date of this report the Company has not
formed any committees, as the directors consider that
at present the size of the Company does not warrant
such. Audit, corporate governance, director nomination
and remuneration matters are all handled by the full
Board.

Page 24

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Proceedings on Behalf of the Company

No person has applied to the Court under Section
237 of the Corporations Act 2001 for leave to bring
proceedings on behalf of the Company, or to intervene
in any proceedings to which the Company is a party,
for the purpose of taking responsibility on behalf of
the Company for all or part of the proceedings.

No proceedings have been brought or intervened in
on behalf of the Company with leave of the Court
under Section 237 of the Corporations Act 2001.

Indemnification and Insurance of
Directors and Officers

Indemnification
The Company has agreed to indemnify current
directors and officers and past directors and officers
against all liabilities to another person (other than the
Company or a related body corporate), including legal
expenses that may arise from their position as directors
and officers of the Company and its controlled
entities, except where the liability arises out of
conduct involving a lack of good faith. The agreement
stipulates that the Company will meet the full amount
of any such liabilities, including costs and expenses.

Insurance
The directors have not included details of the amount
of the premium paid in respect of the directors’ and
officers’ liability insurance contracts, as such disclosure
is prohibited under the terms of the contract.

Events subsequent to reporting date

On 3 July 2008, the Company placed 5 million shares
at 17 cents per share with Apex Resources Ltd to raise
AU$850,000.The funds raised will be used to progress
exploration of VMS style copper-gold occurrences
within Empire’s Yuinmery tenements, including
diamond drilling to test down plunge extensions of
mineralised zones identified at Just Desserts, and an
initial resource calculation.

The agreement to sell the Yarlarweelor uranium
project in WA for $1.75 million was terminated on
25 August 2008.

Other than that no matter or circumstance has arisen,
since the end of the financial year, which significantly
affected, or may significantly affect, the operations of
the consolidated entity, the results of those operations,
or the state of affairs of the consolidated entity in
subsequent financial years.

Non-audit Services

The Company may decide to employ the auditor on
assignments additional to its statutory audit duties
where the auditor’s expertise and experience with the
Company and/or the consolidated entity are
important.

Details of the amounts paid or payable to the auditor
(RSM Bird Cameron) for audit and non-audit services
provided during the year are set out below.

The Board has considered the position and is satisfied
that the provision of the non-audit services is
compatible with the general standard of independence
for auditors imposed by the Corporations Act 2001.
The directors are satisfied that the provision of non-
audit services by the auditor, as set out below, did not
compromise the auditor independence requirements of
the Corporations Act 2001 for the following reasons.

• All non-audit services have been reviewed by the

Board to ensure they do not impact the impartiality
and objectivity of the auditor.

• None of the services undermine the general

principles relating to auditor independence as set
out in Professional Statement FI, including
reviewing or auditing the auditor’s own work,
acting in a management or a decision-making
capacity for the Company, acting as advocate for the
Company or jointly sharing economic risks and
rewards.

During the period, the following fees were paid or
payable for services provided by the auditor of the
parent entity RSM Bird Cameron, its related practices
and non-related audit firms.

Consolidated

Year ended
30 June 2008
$

Year ended
30 June 2007
$

Assurance Services

1. Audit services

Audit and review of financial
reports and other audit work
under the Corporations Act 2001
Total remuneration for
audit services

2. Other assurance services

Tax-related

Prospectus-related

Total remuneration for other
assurance services

Total remuneration for
assurance services

20,350

6,710

–

6,710

6,050

3,300

8,250

11,550

27,060

17,600

Auditor’s Independence Declaration

Section 307C of the Corporations Act 2001 requires the
Company’s auditor, RSM Bird Cameron, to provide
the directors with a written Independence Declaration
in relation to its audit of the financial report for the
year ended 30 June 2008. This written Auditor’s
Independence Declaration is attached to the Auditor’s
Independent Audit Report to the members and forms
part of this Director’s Report.

Signed in accordance with a resolution of directors.

D Sargeant
Managing Director

Perth,Western Australia
19 September 2008

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 25

E M P I R E R E S O U R C E S L I M I T E D A N D C O N T R O L L E D E N T I T I E S

7 . I N C O M E S TAT E M E N T F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 0 8

Revenue

Other income

Depreciation expense

Exploration expense

Impairment of non-currents assets

Impairment of receivable

Employee benefits expense

Management fee expense

Accounting expense

Consultancy expense

Share-based payment

ASX expense

Corporate relations expense

Insurance expense

Other expenses

Loss before income tax
Income tax expense

Note

Consolidated group

Parent entity

2008

177,529

111,237

2007

130,155

–

2008

2007

177,529

111,237

130,155

–

(23,919)

(5,422)

(23,919)

(5,422)

(3,324,163)

(3,346,450)

(2,638,454)

(2,171,728)

–

(80,000)

(14,606)

–

(52,742)

(1,860,431)

(80,000)

(14,606)

–

(52,742)

(228,693)

(100,000)

(228,693)

(100,000)

(45,600)

(14,110)

(18,954)

(47,251)

(25,345)

(28,252)

(150,888)

(38,281)

(30,640)

–

(13,825)

(29,804)

(2,097)

(91,251)

(45,600)

(14,110)

(18,954)

(47,251)

(25,345)

(28,252)

(150,888)

(38,281)

(30,640)

–

(13,825)

(29,804)

(2,097)

(91,251)

(3,713,015)

(3,580,357)

(4,887,737)

(2,405,635)

–

Loss attributable to members of the parent entity

(3,713,015)

(3,580,357)

(4,887,737)

(2,405,635)

Basic and diluted loss per share (cents per share)

(6.00)

( 10.21)

The above Income Statement should be read in conjunction with the accompanying notes.

Page 26

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

E M P I R E R E S O U R C E S L I M I T E D A N D C O N T R O L L E D E N T I T I E S

8 . B A L A N C E S H E E T A S AT 3 0 J U N E 2 0 0 8

CURRENT ASSETS
Cash and cash equivalents

Trade and other receivables

Total Current Assets

NON-CURRENT ASSETS
Trade and other receivables

Financial assets

Plant and equipment

Total Non-current Assets

TOTAL ASSETS

CURRENT LIABILITIES
Trade and other payables

Total Current Liabilities

TOTAL LIABILITIES

NET ASSETS

EQUITY
Issued capital

Reserves

Accumulated losses

TOTAL EQUITY

Consolidated group

Parent entity

2008

2007

2008

2007

Note

1,361,273

4,327,553

1,361,213

4,327,493

67,899

134,903

67,899

134,903

1,429,172

4,462,456

1,429,112

4,462,396

–

82,605

–

64,293

–

82,605

74,722

1,100,000

64,293

1,239,015

1,511,777

4,526,749

1,511,717

5,701,411

525,604

521,265

524,754

520,415

525,604

521,265

524,754

520,415

986,173

4,005,484

986,963

5,180,996

9,420,471

8,745,721

9,420,471

8,745,721

511,541

492,587

511,541

492,587

(8,945,839)

(5,232,824)

(8,945,049)

(4,057,312)

986,173

4,005,484

986,963

5,180,996

The above Balance Sheet should be read in conjunction with the accompanying notes.

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 27

E M P I R E R E S O U R C E S L I M I T E D A N D C O N T R O L L E D E N T I T I E S

9 . S TAT E M E N T O F C H A N G E S I N E Q U I T Y F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 0 8

Consolidated group

Share capital

Accumulated

ordinary

Losses

Option

Reserve

Note

Balance at 1 July 2006
Retrospective adjustment upon change in

1,518,700

(594,527)

accounting policy for exploration expenditure

–

(1,057,940)

Shares issued during the year

Options issued during the year

Equity issue expenses

7,925,483

–

(698,462)

–

509,591

(17,004)

Total

924,173

(1,057,940)

7,925,483

509,591

(715,466)

Loss attributable to members of the parent entity

–

(3,580,357)

–

(3,580,357)

Balance at 30 June 2007

8,745,721

(5,232,824)

492,587

4,005,484

Balance at 1 July 2007
Shares issued during the year

Options issued during the year

Loss attributable to members of the parent entity

8,745,721

(5,232,824)

492,587

4,005,484

674,750

–

18,954

674,750

18,954

(3,713,015)

–

(3,713,015)

Balance at 30 June 2008

9,420,471

(8,945,839)

511,541

986,173

Parent entity

Share capital

Accumulated

ordinary

Losses

Option

Reserve

Note

Balance at 1 July 2006
Retrospective adjustment upon change in

1,518,700

(593,737)

accounting policy for exploration expenditure

–

(1,057,940)

Shares issued during the year

Options issued during the year

Equity issue expenses
Loss attributable to members of the parent entity

7,925,483

–

(698,462)
–

–
(2,405,635)

–

509,591

(17,004)
–

Total

924,963

(1,057,940)

7,925,483

509,591

(715,466)
(2,405,635)

Balance at 30 June 2007

8,745,721

(4,057,312)

492,587

5,180,996

Balance at 1 July 2007
Shares issued during the year

Options issued during the year
Loss attributable to members of the parent entity

8,745,721

(4,057,312)

492,587

5,180,996

674,750

–
–

–

(4,887,737)

–

18,954
–

674,750

18,954

(4,887,737)

Balance at 30 June 2008

9,420,471

(8,945,049)

511,541

986,963

The above Statement of Changes in Equity should be read in conjunction with the accompanying notes

Page 28

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

E M P I R E R E S O U R C E S L I M I T E D A N D C O N T R O L L E D E N T I T I E S

1 0 . C A S H F L O W S TAT E M E N T F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 0 8

Consolidated group

Parent entity

2008

2007

2008

2007

Note

Activities
Receipts from customers

Payments to suppliers and employees

Interest received

31,237

–

(558,050)

(308,686)

177,476

130,155

31,237

(558,050)

177,476

–

(308,686)

130,155

Net cash used in operating activities

19 (i)

(349,337)

(178,531)

(349,337)

(178,531)

Cash Flows from Investing Activities
Purchase of property, plant and equipment

Payment for renewal or purchase of prospects

Loans – payments made

(42,231)

–

(68,690)

(208,358)

(10,000)

(42,231)

(68,690)

–

(208,358)

(10,000)

Exploration and evaluation expenditure

(2,574,712)

(779,765)

(2,574,712)

(779,765)

Net cash used in investing activities

(2,616,943)

(1,066,813)

(2,616,943)

(1,066,813)

Cash Flows from Financing Activities
Proceeds from issue of equity securities

Equity securities issue costs

Net cash provided by financing activities

–

6,047,574

(482,966)

5,564,608

–

6,047,574

(482,966)

5,564,608

Net increase in cash held
Cash at the beginning of the financial year

(2,966,280)

4,319,264

(2,966,280)

4,319,264

4,327,553

8,289

4,327,493

8,229

Cash at the end of the financial year

1,361,273

4,327,553

1,361,213

4,327,493

The above Cash Flow Statement should be read in conjunction with the accompanying notes.

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 29

E M P I R E R E S O U R C E S L I M I T E D A N D C O N T R O L L E D E N T I T I E S
1 1 . N O T E S T O T H E F I N A N C I A L S TAT E M E N T S 3 0 J U N E 2 0 0 8

Statement of Significant Accounting Policies

The financial report covers the consolidated entity of
Empire Resources Limited (‘Empire’) and its
controlled entities and Empire as an individual parent
entity. Empire is a listed public company limited by
shares, incorporated and domiciled in Australia.

This general purpose financial report has been
prepared in accordance with Australian Accounting
Standards, Australian Accounting Interpretations, other
authoritative pronouncements of the Australian
Accounting Standards Board (AASB) and the
Corporations Act 2001. It is prepared on the basis of
historical costs, except for the revaluation of selected
non-current assets that have been measured at fair
value. The financial report is presented in Australian
dollars.

The financial report complies with Australian
Accounting Standards, which include Australian
equivalents to International Financial Reporting
Standards (AIFRS). Compliance with AIFRS ensures
that the consolidated financial report, comprising the
financial statements and notes thereto, complies with
the International Financial Reporting Standards
(IFRS).

The financial report was authorised for issue by the
Board on 19th September 2008.

The following is a summary of the material
accounting policies adopted by the consolidated
entity in the preparation of the financial report.
The accounting policies have been consistently
applied by the entities in the consolidated entity unless
otherwise stated. The accounting policies have been
consistently applied to all the years presented, unless
otherwise stated.

(a)

Principles of Consolidation

A controlled entity is any entity that Empire has the
power to control the financial and operating policies
of, so as to obtain benefits from its activities.

A list of controlled entities is contained in Note 8 to
the financial statements. All controlled entities have a
June financial year end.

All inter-company balances and transactions between
entities in the consolidated group, including any
unrealised profits or losses, have been eliminated on
consolidation. Accounting policies of subsidiaries have
been changed where necessary to ensure consistencies
with those policies applied by the parent entity.

Where controlled entities enter or leave the
consolidated group during the year, their operating
results are included/excluded from the date control
was obtained or until the date control ceased.

Business Combinations
Business combinations occur where control over
another business is obtained and results in the
consolidation of its assets and liabilities. All business
combinations, including those involving entities under
common control, are accounted for by applying the
purchase method.The purchase method requires an
acquirer of the business to be identified and for the
cost of the acquisition and fair values of identifiable
assets, liabilities and contingent liabilities to be
determined as at acquisition date, being the date
that control is obtained. Cost is determined as the
aggregate of fair values of assets given, equity issued
and liabilities assumed in exchange for control,
together with costs directly attributable to the business
combination. Any deferred consideration payable is
discounted to present value using the entity’s
incremental borrowing rate.

(b)

Plant and Equipment

Plant and equipment is measured on the cost basis less
depreciation and impairment losses.

The carrying amount of plant and equipment is
reviewed annually by directors to ensure it is not in
excess of the recoverable amount from those assets.
Recoverable amount is assessed on the basis of the
expected net cash flows that will be received from
the asset’s employment and subsequent disposal.The
expected net cash flows have been discounted to their
present values in determining recoverable amounts.

Depreciation is calculated on the straight line basis and
is brought to account over the estimated useful lives
of all plant and equipment from the time the asset
is held ready for use.The depreciation rates used are
as follows.

Office furniture
Office computer equipment
Motor vehicles

15-33%
33%
20%

The assets’ residual values and useful lives are reviewed,
and adjusted if appropriate, at each balance sheet date.

An asset’s carrying amount is written down
immediately to its recoverable amount if the assets
carrying amount is greater than its estimated
recoverable amount. Gains and losses on disposal are
determined by comparing proceeds with the carrying
amount.These gains and losses are included in the
income statement.When revalued assets are sold,
amounts included in the revaluation reserve relating to
the assets are then transferred to accumulated losses.

Page 30

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

E M P I R E R E S O U R C E S L I M I T E D A N D C O N T R O L L E D E N T I T I E S
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S 3 0 J U N E 2 0 0 8

(c)

Income Tax

(d)

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand,
deposits held at call with banks, other short-term
highly liquid investments with original maturities of
3 months or less, and bank overdrafts. Bank overdrafts
are shown within short-term borrowings in current
liabilities on the balance sheet.

(e)

Acquisition of Assets

The purchase method of accounting is used for all
acquisitions of assets, regardless of whether shares or
other assets are acquired. Cost is determined as the
fair value of the assets given up at the date of the
acquisition plus costs incidental to the acquisition.

Transaction costs arising on the issue of equity
instruments are recognised directly in equity.

(f)

Impairment of Assets

At each reporting date, the group reviews the carrying
values of its tangible and intangible assets to determine
whether there is any indication that those assets have
been impaired. If such an indication exists, the
recoverable amount of the asset, being the higher of
the asset’s fair value less costs to sell and value in use,
is compared to the asset’s carrying value. Any excess of
the asset’s carrying value over its recoverable amount is
expensed to the income statement.

Impairment testing is performed annually for goodwill
and intangible assets with indefinite lives.

Where it is not possible to estimate the recoverable
amount of an individual asset, the group estimates the
recoverable amount of the cash-generating unit to
which the asset belongs.

The Company adopts the liability method of tax-effect
accounting whereby the income tax expense is based
on the profit from ordinary activities adjusted for any
non-assessable or disallowed items.

Deferred tax is accounted for using the balance sheet
liability method in respect of temporary differences
arising between the tax bases of assets and liabilities
and their carrying amounts in the financial statements.
No deferred income tax will be recognised from the
initial recognition of an asset or liability, excluding a
business combination, where there is no effect on
accounting or taxable profit or loss.

Deferred tax is calculated at the tax rates that are
expected to apply to the period when the asset is
realised or liability is settled. Deferred tax is credited in
the income statement, except where it relates to items
that may be credited directly to equity, in which case
the deferred tax is adjusted directly against equity.

Deferred income tax assets are recognised to the
extent that it is probable that future tax profits will be
available against which the benefits of deferred tax
assets can be utilised.

The amount of benefits brought to account or
which may be realised in the future is based on the
assumption that no adverse change will occur in
income taxation legislation and the anticipation that
the economic entity will derive sufficient future
assessable income to enable the benefit to be realised
and comply with the conditions of deductibility
imposed by the law.

Empire and its wholly-owned Australian subsidiary
have formed an income tax consolidated group under
the tax consolidation legislation. Each entity in the
group recognises its own current and deferred tax
liabilities, except for any deferred tax assets and
liabilities resulting from unused tax losses and tax
credits, which are immediately assumed by the parent
entity.The current tax liability of each group entity is
then subsequently assumed by the parent entity.The
group will notify the Tax Office its intention to
form an income tax consolidated group to apply
retrospectively from 31 January 2007.The tax
consolidated group will enter into a tax-sharing
agreement whereby each company in the group
contributes to the income tax payable in proportion to
their contribution to profit before tax of the tax
consolidated group.

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 31

E M P I R E R E S O U R C E S L I M I T E D A N D C O N T R O L L E D E N T I T I E S
E M P I R E R E S O U R C E S L I M I T E D A N D C O N T R O L L E D E N T I T I E S
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S 3 0 J U N E 2 0 0 8
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S 3 0 J U N E 2 0 0 7

(g)

Financial Instruments

(j)

Trade Receivables

Recognition
Financial instruments are initially measured at cost
on trade date, which includes transaction costs, when
the related contractual rights or obligations exist.
Subsequent to initial recognition, these instruments are
measured as set out below.

Loans and Receivables
Loans and receivables are non-derivative financial assets
with fixed or determinable payments that are not
quoted in an active market and are stated at amortised
cost using the effective interest rate method.

Available-for-sale Financial Assets
Available-for-sale financial assets include any financial
assets not included in the above categories. Available-
for-sale financial assets are reflected at fair value.
Unrealised gains and losses arising from changes in
fair value are taken directly to equity.

Financial Liabilities
Non-derivative financial liabilities are recognised at
amortised cost, comprising original debt less principal
payments and amortisation.

Fair Value
Fair value is determined based on current bid prices
for all quoted investments.Valuation techniques are
applied to determine the fair value for all unlisted
securities, including recent arm’s-length transactions,
reference to similar instruments and option pricing
models.

Impairment
At each reporting date, the Company assesses whether
there is objective evidence that a financial instrument
has been impaired. In the case of available-for-sale
financial instruments, a prolonged decline in the value
of the instrument is considered to determine whether
an impairment has arisen. Impairment losses are
recognised in the income statement.

(h)

Exploration and Development Expenditure

Exploration, evaluation and acquisition costs are
written off in the year they are incurred.
Development costs are capitalised. Amortisation is not
charged on costs carried forward in respect of areas of
interest in the development phase until production.

(i)

Employee Entitlements

Salaries, Wages and Annual Leave
Liabilities for wages and salaries, including non-
monetary benefits, annual leave and accumulating sick
leave expected to be settled within 12 months of the
reporting date, are recognised in other creditors in
respect to employees’ services up to the reporting date
and are measured at the amounts expected to be paid
when the liabilities are settled. Liabilities for non-
accumulating sick leave are recognised when the leave
is taken and measured at the rates paid or payable.

All trade debtors are recognised at the amounts
receivable as they are due for settlement no more
than 30 days from the date of recognition.

Collectability of trade debtors is reviewed on
an ongoing basis. Debts which are known to be
uncollectible are written off. A provision for doubtful
debts is raised where some doubt as to collection
exists.

(k)

Trade Creditors

These amounts represent liabilities for goods and
services provided to the Company prior to the end
of the financial period and which are unpaid.The
amounts are unsecured and are usually paid within
30 days of recognition.

(l)

Recoverable Amount of Non-current Assets

The recoverable amount of an asset is the net amount
expected to be recovered through the cash inflows and
outflows arising from its continued use and subsequent
disposal.

Where the carrying amount of a non-current asset is
greater than its recoverable amount, the asset is written
down to its recoverable amount.Where net cash
inflows are derived from a group of assets working
together, recoverable amount is determined on the
basis of the relevant group of assets.The decrement
in the carrying amount is recognised as an expense in
net profit or loss in the reporting period in which the
recoverable amount write-down occurs.

The expected net cash flows used in determining
recoverable amount are not discounted to their
present value.

(m)

Leased Non-current Assets

A distinction is made between finance leases, which
effectively transfer from the lessor to the lessee
substantially all the risks and benefits incidental to
ownership of leased non-current assets, and operating
leases under which the lessor effectively retains
substantially all such risks and benefits

Operating lease payments are charged to the Profit and
Loss in the periods in which they are incurred, as this
represents the pattern of benefits derived from the
leased assets.

(n)

Revenue Recognition

Amounts disclosed as revenue are net of duties and
taxes paid. Revenue is recognised as follows.

(i) Interest

Interest earned is recognised as and when it is
receivable, including interest which is accrued and
is readily convertible to cash within 2 working days.
Accrued interest is recorded as part of other
debtors.

Page 32

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

(ii)Sundry Income

Sundry income is recognised as and when it is
receivable. Income receivable, but not received at
balance date, is recorded as part of other debtors.

(o)

Goods and Services Tax (‘GST’)

Revenues, expenses and assets are recognised net of the
amount of GST, except where the amount of GST
incurred is not recoverable from the Australian Tax
Office. In these circumstances the GST is recognised as
part of the cost of acquisition of the asset or as part of
an item of the expense. Receivables and payables in
the Balance Sheet are shown inclusive of GST.

(p)

Critical Accounting Estimates and Judgements

The directors evaluate estimates and judgments
incorporated into the financial report based on
historical knowledge and the best available current
information. Estimates assume a reasonable expectation
of future events and are based on current trends and
economic data, obtained both externally and within
the group.

Key Estimates — Impairment
The group assesses impairment at each reporting date
by evaluating conditions specific to the group that may
lead to impairment of assets.Where an impairment
trigger exists, the recoverable amount of the asset is
determined.Value-in-use calculations performed in
assessing recoverable amounts incorporate a number
of key estimates.

(ii) Revised AASB 123 Borrowing Costs and AASB
2007-6 Amendments to Australian Account
Standards arising from AASB 123 (AASB 1,
AASB 101, AASB 107, AASB 111, AASB 116 &
AASB 138 and interpretations 1 & 12).The revised
AASB 123 is applicable to annual reporting periods
commencing on or after 1 January 2009. It has
removed the option to expense all borrowing
costs and – when adopted – will require the
capitalisation of all borrowing costs directly
attributable to the acquisition, construction or
production of a qualifying asset.There will be no
impact on the financial report of the group, as the
group already capitalises borrowing costs relating
to qualifying assets.

(iii) Revised AASB 101 Presentation of Financial

Statements and AASB 2007 – 8 Amendments to
Australian Accounting Standards arising from
AASB 101. A revised AASB 101 was issued in
September 2007 and is applicable for annual
reporting periods beginning on or after 1 January
2009. It requires the presentation of a statement of
comprehensive income and makes changes to the
statement of recognised income and expense, but
will not affect any of the amounts recognised in
the financial statements. If an entity has made a
prior period adjustment or has reclassified items in
the financial statements, it will need to disclose a
third balance sheet (statement of financial position),
this one being as at the beginning of the
comparative period.

(q)

New Accounting Standards and Interpretations

(r)

Comparative Figures

When required by Accounting Standards, comparative
figures have been adjusted to conform to changes in
presentation for the current financial year.

Certain new accounting standards and interpretations
have been published that are not mandatory for
30 June 2008 reporting periods. The consolidated
entity’s assessment of the impact of these new standards
and interpretations is set out below.
(i) AASB 8 Operating Segments and AASB 2007-3
Amendments to Australian Accounting Standards
arising from AASB 8. AASB 8 and AASB 2007-3
are effective for annual reporting periods
commencing on or after 1 January 2009. AASB 8
will result in a significant change in the approach
to segment reporting, as it requires adoption of a
‘management approach’ to reporting on financial
performance.The information being reported will
be based on what the key decision-makers use
internally for evaluating segment performance and
deciding how to allocate resources to operating
segments.The Group has not yet decided when to
adopt AASB 8. Application of AASB 8 may result
in different segments, segment results and different
types of information being reported in the segment
note of the financial report. However, at this stage
it is not expected to affect any of the amounts
recognised in the financial statements.

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 33

E M P I R E R E S O U R C E S L I M I T E D A N D C O N T R O L L E D E N T I T I E S
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S 3 0 J U N E 2 0 0 8

Revenue

Revenue
Interest received

Other income

Loss from Ordinary Activities

Consolidated group

Parent entity

2008

2007

2008

2007

177,529

111,237

130,155

–

177,529

111,237

130,155

–

288,766

130,155

288,766

130,155

Consolidated group

Parent entity

2008

2007

2008

2007

Loss before income tax

The loss from ordinary activities before

income tax has been determined after:

(a) Expenses

Depreciation

Exploration costs written off

Impairment of non-current assets:

23,919

3,324,163

Impairment writedown for investment in controlled entity

Impairment writedown for loan to controlled entity

–

5,422

830

–

23,919

2,638,454

1,100,000

760,431

5,422

830

–

Income Tax

(a) Income tax recognised in profit

No income tax is payable by the parent or consolidated entities as they both recorded losses for income tax purposes
for the year, as a tax consolidated group.

(b) Numerical reconciliation between income tax expense and the loss before income tax.

Consolidated group

Parent entity

2008

2007

2008

2007

Loss before tax

(3,713,015)

(3,580,357)

(4,887,737)

(2,405,635)

Income tax benefit at 30% (2007:30%)

(1,113,905)

(1,074,107)

(1,466,321)

(721,691)

Tax effect of:

– deductible capital-raising expenditure

(34,188)

(34,187)

(34,188)

(34,187)

– non-deductible expenditure

– deductible temporary differences

– deductible exploration

– share-based payment
Deferred tax asset not recognised

Income tax benefit attributable to loss from

ordinary activities before tax

1,359

–

5,686
1,141,048

–

1,359

–

(320,571)

(330,000)

–
1,758,865

–

(320,571)

–

5,686
1,493,464

–
1,076,449

–

Page 34

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

E M P I R E R E S O U R C E S L I M I T E D A N D C O N T R O L L E D E N T I T I E S
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S 3 0 J U N E 2 0 0 8

Income Tax (continued)

Tax losses attributable to members of the

tax consolidated group – revenue

Potential tax benefit at 30%
Deferred tax liability not booked

– other
Deferred tax asset asset not booked

Amounts recognised in Profit and Loss

– impairment of non-current assets

– employee provisions

– other

Amounts recognised in equity

– share issue costs

Consolidated group

Parent entity

2008

2007

2008

2007

8,078,445

3,824,970

5,543,716

2,480,672

2,423,534

1,147,491

1,663,115

744,202

–

3,715

22,339

(9,633)

(330,000)

–

558,129

3,715

22,339

(9,633)

–

Net unrecognised deferred tax asset at 30%

2,439,955

817,491

2,237,665

744,202

A deferred tax asset attributable to income tax losses has not been recognised at balance date as the probability criteria
disclosed in Note 1(c) are not satisfied and such benefit will only be available if the conditions of deductibility also
disclosed in Note 1(c) are satisfied.

For the purposes of taxation, Empire and its 100% owned Australian subsidiary are a tax consolidated group. The head
entity of the tax consolidated group is Empire.The group intends to enter into a tax-sharing agreement and an election
for the purposes of tax consolidation will be made.

Loss Per Share

Basic and diluted loss per share (cents per share)

Consolidated group

2008

Cents

(6.00)

2007

Cents

(10.21)

Loss used in the calculation of basic EPS

(3,713,015)

(3,580,357)

Weighted average number of shares outstanding

during the year used in calculations of basic loss per share

61,919,425

35,053,193

Diluted loss per share has not been disclosed as it is not

materially different from basic loss per share

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 35

E M P I R E R E S O U R C E S L I M I T E D A N D C O N T R O L L E D E N T I T I E S
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S 3 0 J U N E 2 0 0 8

Cash and Cash Equivalents

Cash at bank and in hand

Receivables

Current

Trade receivables

Other receivables
Provision for impairment of receivables

Non-Current

Amount receivable from controlled entity

Provision for impairment of loans to controlled entities

Consolidated group

Parent entity

2008

2007

2008

2007

1,361,273

4,327,553

1,361,213

4,327,493

Consolidated group

Parent entity

2008

2007

2008

2007

80,000

67,899
(80,000)

67,899

–

134,903
–

134,903

80,000

67,899
(80,000)

67,899

–

134,903
–

134,903

–

853,261

(853,261)

167,552

(92,830)

–

74,722

Provision For Impairment of Receivables

Current trade receivables are non-interest bearing and generally on 30 day terms. A provision for impairment is
recognised when there is objective evidence that an individual trade receivable is impaired.

Consolidated Group and Parent Entity

Current trade receivables

Opening

Balance
1.7.07

Charge

for the
Year

Amounts

Written
Off

Closing

Balance
30.6.08

–

80,000

–

80,000

Page 36

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

E M P I R E R E S O U R C E S L I M I T E D A N D C O N T R O L L E D E N T I T I E S
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S 3 0 J U N E 2 0 0 8

Financial Assets

Unlisted investments, at-cost

Shares in controlled entities

Provision for impairment

Controlled Entities

Parent entity:

Empire Resources Limited

Subsidiaries of Empire Resources Limited:

PGM Technologies Oceania Pty Ltd

Torrens Resources Pty Ltd

Plant and Equipment

Cost

Accumulated depreciation

Motor Vehicles

Cost

Accumulated depreciation

Consolidated group

Parent entity

2008

2007

2008

2007

–

1,148,200

(1,148,200)

(48,200)

–

1,100,000

Country of

incorporation

Australia

Percentage Owned

2008

–

100

2007

–

100

Consolidated group

Parent entity

2008

2007

2008

2007

27,198

(13,176)

14,022

90,217

(21,634)

68,583

21,323

(7,351)

13,972

53,863

(3,542)

50,321

27,198

(13,176)

14,022

21,323

(7,351)

13,972

90,217

(21,634)

68,583

53,863

(3,542)

50,321

Total Plant and Equipment

82,605

64,293

82,605

64,293

Movements in the carrying amounts of each class of property, plant and equipment at the beginning and end of the
current financial period is as set out below.

Plant and Equipment

Balance at the beginning of year

Additions

Depreciation expense

Carrying amount at the end of the year

Motor Vehicles

Balance at the beginning of year

Additions

Depreciation expense

Carrying amount at the end of the year

Consolidated group

Parent entity

2008

2007

2008

2007

13,972

5,876

(5,826)

14,022

50,321

36,355

(18,093)

68,583

1,025

14,827

(1,880)

13,972

–

53,863

(3,542)

50,321

13,972

5,876

(5,826)

14,022

50,321

36,355

(18,093)

68,583

1,025

14,827

(1,880)

13,972

–

53,863

(3,542)

50,321

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 37

E M P I R E R E S O U R C E S L I M I T E D A N D C O N T R O L L E D E N T I T I E S
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S 3 0 J U N E 2 0 0 8

10.

Trade and Other Payables

Trade payables and accruals

Employee benefits

Non-interest-bearing loans

11.

Issued Capital

Consolidated group

Parent entity

2008

415,849

19,755

90,000

525,604

2007

$
424,838

6,427

90,000

521,265

2008

414,999

19,755

90,000

2007

$
423,988

6,427

90,000

524,754

520,415

(a)

Ordinary Shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding-up of the Company in
proportion to the number of and amounts paid on the shares.

On a show of hands every holder of ordinary shares present at a meeting, in person or by proxy, is entitled to one vote,
and upon a poll each share is entitled to one vote.

66,918,192 (2007: 60,418,192) fully paid ordinary shares

9,420,471

2008

2007

$
8,745,721

2008

9,420,471

2007

$
8,745,721

Consolidated group

Parent entity

(i) Ordinary shares – number

At 1 July 2007

Shares issued – 229,883 on 15 August 2006

at $0.10 Challenge Drilling

Shares issued – 250,000 on 27 October 2006

at $0.10 Yuinmery

Shares issued – 500,000 on 3 November 2006

at $0.10

Shares issued – 2,275,000 on 13 November 2006

at $0.10

Shares issued – 27,500,000 on 29 January 2007

at $0.20 IPO

Shares issued – 5,000,000 on 29 January 2007

at $0.20 Torrens

Shares issued – 1,000,000 on 29 January 2007

at $0.20 Penny’s Find

Shares issued – 5,000,000 on 7 June 2007

at $0.18 Yarlarweelor

Shares issued – 100,000 on 26 July 2007

at $0.30 RM Capital Pty Ltd

Shares issued – 500,000 on 31 December 2007

at $0.22 Meekal Pty Ltd

Shares issued – 100,000 on 31 December 2007

at $0.18 Simmonds

Shares issued – 100,000 on 31 December 2007

at $0.18 Muskett

Shares issued – 1,250,000 on 5 February 2008

at $0.135 Meekal Pty Ltd

Shares issued –1,000,000 on 12 May 2008

Consolidated group

Parent entity

2008

No.

2007

No.

2008

No.

2007

No.

60,418,192

18,663,309

60,418,192

18,663,309

–

229,883

250,000

500,000

2,275,000

27,500,000

5,000,000

1,000,000

5,000,000

–

229,883

250,000

500,000

2,275,000

27,500,000

5,000,000

1,000,000

5,000,000

100,000

500,000

100,000

1,250,000

–

100,000

500,000

100,000

1,250,000

1,000,000

2,450,000

1,000,000

–

at $0.18 Rubystar Nominees Pty Ltd – Penny’s Find

1,000,000

Shares issued – 2,450,000 on 12 May 2008

at $0.188 ERL Share Plan

Shares issued – 1,000,000 on 26 May 2008
at $0.15 Meekal Pty Ltd – Yuinmery

2,450,000

1,000,000

Balance at 30 June 2008

66,918,192

60,418,192

66,918,192

60,418,192

Page 38

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

E M P I R E R E S O U R C E S L I M I T E D A N D C O N T R O L L E D E N T I T I E S
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S 3 0 J U N E 2 0 0 8

11.

Issued capital (continued)

(ii) Ordinary shares – value

At 1 July 2007

Shares issued – 229,883 on 15 August 2006

at $0.10 Challenge Drilling

Shares issued – 250,000 on 27 October 2007

at $0.10 Yuinmery

Shares issued – 500,000 on 3 November 2006

at $0.10

Shares issued – 2,275,000 on 13 November 2006

at $0.10

Shares issued – 27,500,000 on 29 January 2007

at $0.20 IPO

Shares issued – 5,000,000 on 29 January 2007

at $0.20 Torrens

Shares issued – 1,000,000 on 29 January 2007

at $0.20 Penny’s Find

Shares issued – 5,000,000 on 7 June 2007

at $0.18 Yarlarweelor

Shares issued – 100,000 on 26 July 2007

at $0.30 RM Capital

Shares issued – 500,000 on 31 December 2007

at $0.22 Meekal

Shares issued – 100,000 on 31 December 2007

at $0.18 Simmonds

Shares issued – 100,000 on 31 December 2007

at $0.18 Muskett

Shares issued – 1,250,000 on 5 February 2008

at $0.135 Meekal

Shares issued – 1,000,000 on 12 May 2008 at $0.18

Rubystar Nominees Pty Ltd – Penny’s Find

Shares issued – 2,450,000 on 12 May 2008

under ERL Share Plan

Shares issued – 1,000,000 on 26 May 2008
at $0.15 Meekal Pty Ltd – Yuinmery

Less share issue costs

Consolidated group

Parent entity

2008

2007

2008

2007

8,745,721

1,518,700

8,745,721

1,518,700

–

22,983

25,000

50,000

227,500

5,500,000

1,000,000

200,000

900,000

–

22,983

25,000

50,000

227,500

5,500,000

1,000,000

200,000

900,000

30,000

110,000

18,000

168,750

180,000

–

150,000

–

30,000

110,000

18,000

168,750

180,000

–

150,000

–

(698,462)

–

(698,462)

Balance at 30 June 2008

9,420,471

8,745,721

9,420,471

8,745,721

(b)

Options
As at 30 June 2008 (30 June 2007: 30,709,075), the Company had the following options on issue over ordinary shares.

Grant date
19-Jun-07

01-Feb-07

Date of expiry
30-Jun-09

31-Dec-10

Exercise price ($) Number under option

0.25

27,709,075

3,000,000

30,709,075

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 39

E M P I R E R E S O U R C E S L I M I T E D A N D C O N T R O L L E D E N T I T I E S
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S 3 0 J U N E 2 0 0 8

12.

Reserves

Consolidated group

Parent entity

2008

2007

2008

2007

Reserves

511,541

492,587

511,541

492,587

Reserves comprise the following.

Options reserve

Balance as at start of financial year

492,587

–

492,587

–

Options issued – 3,000,000 on 1 February 2007

at a deemed price of 7.5 cents – expiry 31 December 2010

Options issued – 27,709,075 on 15 June 2007

at $0.01 – expiry 30 June 2009

Share-based payment

Less share issue costs

–

232,500

277,091

–

18,954

–

18,954

232,500

277,091

–

(17,004)

–

(17,004)

Balance as at end of the financial year

511,541

492,587

511,541

492,587

Details of certain components of the option reserve arising as a consequence of equity based payments are included in
Note 19.

13.

Financial Risk Management

The consolidated entity’s financial situation is not complex. Its activities may expose it to a variety of financial risks in
the future: market risk (including currency risk and fair value interest rate risk), credit risk, liquidity risk and cash flow
interest rate risk. At that stage, the consolidated entity’s overall risk management program will focus on the
unpredictability of the financial markets and seek to minimise potential adverse effects on the financial performance
of the consolidated entity.

Risk management is carried out under an approved framework covering a risk management policy and internal
compliance and control by management.The Board identifies, evaluates and approves measures to address financial risks.

The consolidated and the parent entity hold the following financial instruments.

Financial assets
Cash and cash equivalents

Trade and other receivables

Financial liabilities
Trade and other payables

(a)

Market Risk

Consolidated group

Parent entity

2008

2007

2008

2007

1,361,273

4,327,553

1,361,213

4,327,493

67,899

134,903

67,899

134,903

1,429,172

4,462,456

1,429,112

4,462,396

525,604

521,265

524,754

520,415

Cash flow and fair value interest rate risk
The consolidated entity’s main interest rate risk arises from cash deposits to be applied to exploration and development
of areas of interest. Deposits at variable rates expose the consolidated entity to cash flow interest rate risk. Deposits at
fixed rates expose the consolidated entity to fair value interest rate risk. During 2008 and 2007, the consolidated entity’s
deposits at variable rates were denominated in Australian dollars.

As at the reporting date, the consolidated entity had the following variable rate deposits and there were no interest rate
swap contracts outstanding.

Page 40

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

E M P I R E R E S O U R C E S L I M I T E D A N D C O N T R O L L E D E N T I T I E S
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S 3 0 J U N E 2 0 0 8

13.

Financial Risk Management (continued)

Deposit

Other cash available

Net exposure to cash flow

interest rate risk

2008

Weighted

average

2007

Weighted

average

interest rate

Balance

interest rate

Balance

887,561

473,712

$
4,323,086

4,407

6.2%

1,361,273

6.0%

4,327,493

The consolidated entity analyses its interest rate exposure on a dynamic basis.Various scenarios are simulated taking into
account the renewal of existing positions.

Sensitivity – consolidated and parent entity
During 2008, if interest rates had been 10% higher or lower than the prevailing rates realised, with all other variables
held constant, there would be an immaterial change in post-tax profit for the year. Equity would not have been
impacted.

(b)

Credit Risk

The consolidated entity has no significant concentrations of credit risk. Cash transactions are limited to high credit
quality financial institutions. Credit risk arises from cash and cash equivalents, derivative financial instruments and
deposits with banks and financial institutions, as well as credit exposures on outstanding receivables and committed
transactions. In relation to other credit risk areas, management assesses the credit quality of the customer, taking into
account its financial position, past experience and other factors.

The maximum exposure to credit risk at the reporting date is the carrying amount of the financial assets as summarised
at the beginning of this note.

(c)

Liquidity Risk
Prudent liquidity risk management implies maintaining sufficient cash, the availability of funding through an adequate
amount of committed credit facilities and the ability to close-out market positions.The consolidated entity manages
liquidity risk by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial
assets and liabilities.The consolidated entity will aim at maintaining flexibility in funding by accessing appropriate
committed credit lines available from different counterparties where appropriate and possible. Surplus funds, when
available ,are generally only invested in high-credit, quality financial institutions in highly liquid markets.

Financing arrangements
The consolidated and parent entity have no borrowing facilities.

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 41

E M P I R E R E S O U R C E S L I M I T E D A N D C O N T R O L L E D E N T I T I E S
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S 3 0 J U N E 2 0 0 8

13.

Financial Risk Management (continued)

Fixed interest rate maturing

Weighted

average

effective

Floating

interest

rate

Within year

1 to 5 years Over 5 years

bearing

Total

Non–interest-

30 June 2008

Financial Assets:

Cash and cash equivalents

6.2%

1,361,273

Trade and other receivables

Total Financial Assets

–

1,361,273

Financial Liabilities:

Trade and other payables

Short-term borrowings

Total financial liabilities

–

1,361,273

67,899

1,429,172

525,604

–

525,604

Fixed interest rate maturing

Weighted

average

effective

Floating

interest

rate

Within year

1 to 5 years Over 5 years

bearing

Total

Non–interest-

30 June 2007

Financial Assets:

Cash and cash equivalents

6.0%

4,327,553

Trade and other receivables

Total Financial Assets

–

4,327,553

Financial Liabilities:

Trade and other payables

Short-term borrowings

Total financial liabilities

–

4,327,553

134,903

4,462,456

521,265

–

521,265

Maturities of financial assets and liabilities
The note above analyses the consolidated and parent entity’s financial liabilities.These liabilities comprise trade and other
payables, are non-interest-bearing and will mature within 12 months.The amounts disclosed are the contractual
undiscounted cash flows.There are no derivatives.

Maturity analysis of financial assets and liability based on management’s expectation

Year ended 30 June 2008

<6 months

6-12 months

1-5 years

>5 years

Total

Consolidated

Financial assets
Cash and cash equivalents

Trade and other receivables

Year ended 30 June 2008

Consolidated

Financial liabilities
Trade and other payables

Net maturity

1,361,273

67,899

1,429,172

–

435,604

993,568

90,000

(90,000)

–

1,361,273

67,899

1,429,172

525,604

903,568

Page 42

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

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N O T E S T O T H E F I N A N C I A L S TAT E M E N T S 3 0 J U N E 2 0 0 8

13.

Financial Risk Management (continued)

(d)

Fair Value Estimation

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for
disclosure purposes.

The fair value of financial instruments that are not traded in an active market (for example, investments in unlisted
subsidiaries) is determined using valuation techniques or cost (impaired if appropriate).The consolidated entity uses a
variety of methods and makes assumptions that are based on market conditions existing at each balance date.

The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair
values due to their short-term nature.

14.

Capital and Leasing Commitments

(i)

Operating Lease Commitments
Non-cancellable operating leases contracted for but not

capitalised in the financial Payable – minimum lease payments

– not later than 12 months

– between 12 months and 5 years

– greater than 5 years.

The Company entered into an operating lease on 1 August 2007

for office space it occupies in Victoria Park. The term of the

lease is 3 years and expires on 1 August 2010.

(ii)

Expenditure Commitments Contracted For

Exploration tenements

In order to maintain current rights of tenure to exploration

tenements, the Company is required to outlay rentals and

to meet the minimum expenditure requirements. These

obligations are not provided for in the financial statements

and are payable:

– not later than 12 months

– between 12 months and 5 years

– greater than 5 years.

Consolidated group

Parent entity

2008

2007

2008

2007

32,649

34,418

–

28,617

68,289

–

32,649

34,418

–

28,617

68,289

–

67,067

96,906

67,067

96,906

Consolidated group

Parent entity

2008

2007

2008

2007

970,004

531,646

919,155

480,797

3,880,016

2,126,584

3,676,620

1,923,188

–

4,850,020

2,658,230

4,595,775

2,403,985

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 43

E M P I R E R E S O U R C E S L I M I T E D A N D C O N T R O L L E D E N T I T I E S
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S 3 0 J U N E 2 0 0 8

15.

Directors and Other Key Management Personnel

(i)

Details of Key Management Personnel

Chairman – non-executive
Mr A Griffin (from 3 February 2004)

Managing Director
Mr D Sargeant (from 13 April 2000)

Executive Director
Mr A Jessup (from 15 August 2003)

(ii)

Compensation of Key Management Personnel

Short-term employee benefits

Post-employment benefits

Share-based payments

Consolidated group

Parent entity

2008

318,100

–

16,246

334,346

2007

$
151,560

–

151,560

2008

325,600

–

16,246

341,846

2007

$
151,560

–

151,560

The Company has taken advantage of the relief provided by AASB 2008-4 Amendments to Australian Accounting
Standard – Key Management Personnel Disclosures by Disclosing Entities, and has transferred the detailed
remuneration disclosures to the directors’ report.The relevant information can be found in the Remuneration
Report on pages 20 to 24.

(iii)

Equity Instrument Disclosures Relating to Directors and Other Key Management Personnel
Shareholdings
The number of ordinary shares in the Company held during the year by each director and other key management
personnel, including their personally related entities or associates, are set out below.

Directors

of the period

share plan

of options

other

of the period

Balance at

the start

Issued under

On exercise

Net change

the end

Directors
Mr Adrian Griffin

Mr David Sargeant

Mr Adrian Jessup

Specified Executives
Mr Simon Storm

–

5,100,000

1,367,555

500,000

750,000

500,000

6,467,555

1,750,000

–

350,000

–

100,000

500,000

5,850,000

1,967,555

8,317,555

–

350,000

Page 44

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

E M P I R E R E S O U R C E S L I M I T E D A N D C O N T R O L L E D E N T I T I E S
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S 3 0 J U N E 2 0 0 8

15.

Directors and Other Key Management Personnel (continued)

All equity transactions with key management personnel, which relate to the Company’s listed ordinary shares, have been
entered into on an arm’s-length basis.

Option holdings

Details of shares issued as remuneration can be found in the remuneration report.

The number of options over ordinary shares in the Company held during the reporting period by each director and key
management personnel, including their personally related entities, are set out below.

Balance at

Acquired

Expired

Balance at

Vested and

the start of

the period

the end of

exercisable at

the period

30 June 2008

300,000

2,849,999

983,777

–

200,000

4,133,776

200,000

–

300,000

2,849,999

1,183,777

4,333,776

200,000

Directors
Mr Adrian Griffin

Mr David Sargeant

Mr Adrian Jessup

Specified Executives
Mr Simon Storm

16.

Related Parties

Directors and specified executives
Disclosures relating to the remuneration and shareholdings of directors and specified executives are set out in the
Directors’ Report and Note 15 respectively.

Other transactions with directors, their associates and director related entities are as follows.

Amounts paid to companies associated with certain

Directors for management services

Kirkdale Holdings Pty Ltd – Mr D Sargeant

Murilla Exploration Pty Ltd – Mr A Jessup

Total

Amounts payable to directors for directors’

fees

Mr Adrian Griffin

Consolidated group

Parent entity

2008

2007

2008

2007

125,000

250,000

50,000

100,000

125,000

250,000

50,000

100,000

30,000

12,500

30,000

12,500

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 45

E M P I R E R E S O U R C E S L I M I T E D A N D C O N T R O L L E D E N T I T I E S
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S 3 0 J U N E 2 0 0 8

17.

Remuneration of Auditors

Amounts received or due and receivable by the auditors for:

Audit or review of the financial reports of

the Company

Other services

Consolidated group

Parent entity

2008

2007

2008

2007

20,350

6,710

27,060

6,050

11,550

17,600

20,350

2,420

22,770

6,050

11,550

17,600

18.

Cash Flow Information

(i)

Reconciliation of cash flow from operations with loss after income tax

Loss after income tax

Depreciation

Share based payments expense

Impairment on non-current assets

Impairment of receivable

Exploration expenditure written off

Changes in assets and liabilities, net of the

effects of purchase of subsidiaries:

(Increase)/decrease in trade and other receivables

(Decrease)/Increase in trade and other payables

(Decrease)/Increase in employee benefits

Net cash outflow from operating activities

Consolidated group

Parent entity

2008

(3,713,015)

23,919

18,954

–

80,000

2007

$
(3,580,357)

5,422

–

2008

(4,887,737)

23,919

18,954

1,860,431

80,000

2007

$
(2,405,635)

5,422

–

3,324,163

3,346,450

2,638,454

2,171,728

(265,979)

(228,485)

(265,979)

(228,485)

(80,000)

(16,686)

13,328

–

43,527

6,427

(80,000)

(16,686)

13,328

–

43,527

6,427

(349,337)

(178,531)

(349,337)

(178,531)

Page 46

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

E M P I R E R E S O U R C E S L I M I T E D A N D C O N T R O L L E D E N T I T I E S
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S 3 0 J U N E 2 0 0 8

19.

Share-based Payments

(a)

Employee Share Plan
The Company has established an employee share plan, which is also available to directors, known as the 2008 Empire
Resources Limited Employee Share Plan (‘the Plan’) and was approved by shareholders on 28 November 2007.

The issue price for shares offered under the Plan is at the discretion of the Board, provided that the issue price is not less
than 1% below the weighted average sale price of shares sold through ASX during the 1-week period up to and
including the offer date.

A director or employee who is invited to subscribe for shares under the Plan may also be invited to apply for a loan up
to the amount payable in respect of the shares accepted, on the following terms.
a) Loans must be made solely to the participant or their nominee and in the name of either the participant or their

nominee as the case may be.

b) The principal amount outstanding under a loan will be interest-free.
c) Any loan made available to a participant shall be applied by the Company directly toward payment of the issue price

of the shares to be acquired under the Plan.

d) The term of the loan shall be 3 years from the date of issue of the shares.
e) The Company retains a lien over each share acquired pursuant to the loan until such time as the loan is repaid.

Set out below is a summary of shares issued to directors and employees under the Plan.

Consolidated and parent
entity – 30 June 2008
Issue date
12 May 2008

Expiry date
21 May 2013

Weighted average exercise price

Balance
at start
of period
$A
–

Issued
during year
Number
2,450,000

0.188

Loan repaid
during year
Number
–

Expired
during year
Number
–

Balance
at end
of year
Number
2,450,000

0.188

Exercisable
at end
of year
Number
–

Fair value of director and employee shares issued
The fair value at issue date is determined using a Black-Scholes option pricing model that takes into account the
exercise price, the term of the loan, the impact of dilution, the share price at issue date and expected price volatility of
the underlying share, the expected dividend yield and the risk free interest rate for the term of the loan.

The model inputs for shares granted during the year ended 30 June 2008 included:

(a) shares are granted for no consideration, have a 3-year life and vest from issue date to 36 months after date of issue.
(b)exercise price - $0.188.
(c) issue date - 12 May 2008.
(d)expiry date – 12 May 2011.
(e)expected price volatility of the Company’s shares: 114%.
(f) risk-free interest rate – 7.0%.
(g)the share price at issue date – $0.195.

(b)

Expenses Arising From Share-based Payment Transactions

Total expenses arising from share-based payment transactions recognised during the period as part of employee benefit
expense were as follows.

Shares issued under employee share plan

Consolidated group

Parent entity

2008

18,954

2007

–

2008

18,954

2007

–

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 47

E M P I R E R E S O U R C E S L I M I T E D A N D C O N T R O L L E D E N T I T I E S
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S 3 0 J U N E 2 0 0 8

20.

Change in Accounting Policy

The consolidated group changed its accounting policy for the financial year ending 30 June 2008 relating to the
accounting for exploration and development expenditure. Exploration and development costs were previously carried
forward to the extent that they were expected to be recouped through the successful development of the area or where
activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically
recoverable reserves.The group has now elected to write off exploration, evaluation and acquisition costs in the year
they are incurred.This change has been implemented as the directors are of the opinion that the write-off of
exploration, evaluation and acquisition costs will provide more relevant information as it results in a more accurate
reflection of the net assets of an exploration company.

The aggregate effect of the change in accounting policy on the annual financial statements for the year ended 30 June
2008 is as follows (no taxation effect results from these changes).

Consolidated Group

Income Statement
Exploration expense

Loss before income tax

Basic and diluted loss per share

Balance Sheet
Exploration and evaluation expenditure

Opening accumulated losses

Parent Entity

Income Statement
Exploration expense

Loss before income tax

Basic and diluted loss per share

Balance Sheet
Exploration and evaluation expenditure

Opening accumulated losses

Previously
($)

2008
Adjustment
($)

Restated
($)

–

(308,852)

(0.50)

(3,324,163)

(5.37)

(3,324,163)

(3,633,015)

(5.87)

3,324,163

(5,232,824)

(3,324,163)

–

(5,232,824)

Previously
($)

2008
Adjustment
($)

Restated
($)

–

(2,169,283)

(0.50)

2,638,454

(4,057,312)

(2,638,454)

(5.37)

(2,638,454)

–

(2,638,454)

(4,807,737)

(5.87)

–

(4,057,312)

Page 48

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N O T E S T O T H E F I N A N C I A L S TAT E M E N T S 3 0 J U N E 2 0 0 8

20.

Change in Accounting Policy (continued)

Consolidated Group

Income Statement
Exploration expense

Loss before income tax

Basic and diluted loss per share

Balance Sheet
Exploration and evaluation expenditure

Opening accumulated losses

Parent Entity

Income Statement
Exploration expense

Loss before income tax

Basic and diluted loss per share

Balance Sheet
Exploration and evaluation expenditure

Opening accumulated losses

Previously
($)

(830)

(234,737)

(0.67)

1,057,940

(594,527)

Previously
($)

(830)

(234,737)

(0.67)

1,057,940

(593,737)

2007
Adjustment
($)

Restated
($)

(3,345,620)

(9.54)

(1,057,940)

2007
Adjustment
($)

(2,170,898)

(9.54)

(1,057,940)

(3,346,450)

(3,580,357)

(10.21)

–

(1,652,467)

Restated
($)

(2,171,728)

(2,405,635)

(10.21)

–

(1,651,677)

21.

Segment Information

For the year ended 30 June 2008, the consolidated and parent entity operated predominantly in WA in the minerals,
development and exploration operating segment.

22.

Events After the Balance Sheet Date

In 3 July 2008, the Company placed 5 million shares at 17 cents per share with Apex Resources Ltd to raise A$850,000.
The funds raised will be used to progress exploration of VMS style copper-gold occurrences within Empire’s Yuinmery
tenements, including diamond drilling to test down plunge extensions of mineralised zones identified at Just Desserts,
and an initial resource calculation.

The agreement to sell the Yarlarweelor uranium project in Western Australia for $1.75 million was terminated on
25 August 2008.

Other than this, since 30 June 2008 there has not been any matter or circumstance not otherwise dealt with in the
financial report that has significantly affected or may significantly affect the Company.

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 49

In the directors’ opinion:

1 2 . D I R E C T O R S ’ D E C L A R AT I O N

(a) the financial statements and notes set out on pages 26 to 49 are in accordance with the Corporations Act 2001,

including:

(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional

reporting requirements, and

(ii)giving a true and fair view of the Company’s and consolidated entity’s financial position as at 30 June 2008 and of

their performance for the financial year ended on that date, and

(b)there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due

and payable, and

Standard AASB 124 Related Party Disclosures and the Corporations Regulations 2001.

The directors have been given the declarations by the chief executive officer and the chief financial officer required by
section 295A of the Corporations Act 2001.

This declaration is made in accordance with a resolution of the directors.

David Sargeant
Managing Director

Perth,Western Australia
19 September 2008

Page 50

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

8 St Georges Terrace Perth WA 6000
GPO Box R1253 Perth WA 6844
T +61 8 9261 9100 F +61 8 9261 9111
www.rsmi.com.au

INDEPENDENT AUDITOR’S REPORT
1 3 . I N D E P E N D E N T A U D I T O R ’ S R E P O R T
TO THE MEMBERS OF
T O T H E M E M B E R S O F
E M P I R E R E S O U R C E S L I M I T E D
EMPIRE RESOURCES LIMITED

Report on the Financial Report

We have audited the accompanying financial report of Empire Resources Limited (“the company”), which
comprises the balance sheet as at 30 June 2008 and the income statement, statement of changes in equity and
cash flow statement for the year ended on that date, a summary of significant accounting policies, other
explanatory notes and the directors' declaration of the consolidated entity comprising the company and the
entities it controlled at the year’s end or from time to time during the financial year.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation and fair presentation of the financial report in
accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the
Corporations Act 2001. This responsibility includes establishing and maintaining internal control relevant to the
preparation and fair presentation of the financial report that is free from material misstatement, whether due to
fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are
reasonable in the circumstances. In Note 1, the directors also state, in accordance with Accounting Standard
AASB 101 Presentation of Financial Statements, that compliance with the Australian equivalents to
International Financial Reporting Standards ensures that the financial report, comprising the financial statements
and notes, complies with International Financial Reporting Standards.

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in
accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant
ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable
assurance whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial report. The procedures selected depend on the auditor's judgement, including the assessment of the
risks of material misstatement of the financial report, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the
financial report in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made
by the directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinions.

Liability limited by a
scheme approved under
Professional Standards
Legislation

Major Offices in:
Perth, Sydney, Melbourne,
Adelaide and Canberra
ABN 36 965 185 036

RSM Bird Cameron Partners is an
independent member firm of RSM
International, an affiliation of
independent accounting and
consulting firms.

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 51

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF

EMPIRE RESOURCES LIMITED

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.

Auditor’s Opinion

In our opinion:

(a)

the financial report of Empire Resources Limited is in accordance with the Corporations Act 2001,
including:

(i) giving a true and fair view of the company's and consolidated entity’s financial position as at 30 June

2008 and of their performance for the year ended on that date; and

(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations)

and the Corporations Regulations 2001; and

(b)

the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.

Report on the Remuneration Report

We have audited the Remuneration Report included in pages 20 to 24 of the directors’ report for the financial
year ended 30 June 2008. The directors of the company are responsible for the preparation and presentation of
the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is
to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian
Auditing Standards.

Auditor’s Opinion

In our opinion the Remuneration Report of Empire Resources Limited for the financial year ended 30 June 2008
complies with section 300A of the Corporations Act 2001.

RSM BIRD CAMERON PARTNERS
Chartered Accountants

Perth, WA
Dated: 19 September 2008

S C CUBITT
Partner

Page 52

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

8 St Georges Terrace Perth WA 6000
GPO Box R1253 Perth WA 6844
T +61 8 9261 9100 F +61 8 9261 9111
www.rsmi.com.au

AUDITOR INDEPENDENCE DECLARATION

As lead auditor for the audit of the financial report of Empire Resources Limited for the year ended
30 June 2008, I declare that, to the best of my knowledge and belief, there have been no
contraventions of:

(i)

the auditor independence requirements of the Corporations Act 2001 in relation to the
audit; and

(ii)

any applicable code of professional conduct in relation to the audit.

RSM BIRD CAMERON PARTNERS
Chartered Accountants

Perth, WA
Dated: 19 September 2008

S C CUBITT
Partner

Liability limited by a
scheme approved under
Professional Standards
Legislation

Major Offices in:
Perth, Sydney, Melbourne,
Adelaide and Canberra
ABN 36 965 185 036

RSM Bird Cameron Partners is an
independent member firm of RSM
International, an affiliation of
independent accounting and
consulting firms.

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 53

1 4 . A D D I T I O N A L I N F O R M AT I O N

Additional information required by the ASX and not shown elsewhere in this report is as follows.The information is
current as at 16 September 2008.

(a)

Distribution of Shares

The numbers of shareholders, by size of holding are as follows.

Category (size of holding)
1-1,000

1,001-5,000

5,001-10,000

10,001-100,000

100,001 and over

Number of holders
7

146

406

115

767

The number of shareholdings held in less than marketable parcels is 120.

(b)

20 Largest Shareholders

The names of the 20 largest holders of quoted shares are as follows.

SHAREHOLDERS
APEX MINERALS NL

KIRKDALE HOLDINGS PTY LTD
MEEKAL PTY LTD

DW SARGEANT PTY LTD

ZETEK RESOURCES PTY LTD

MRS SUKHON SUHARITDUMRONG

RUBYSTAR NOMINEES PTY LTD

ANZ NOMINEES LIMITED

COLTRANGE PTY LTD

RBJ NOMINEES PTY LTD

MR ARTUR BIRKNER

AGENS PTY LTD

MR ADRIAN JESSUP

KIM & JENNIFER ROBINSON

ELY PLACE NOMINEES LTD

MR JIM JEFFREYS

MURILLA EXPL PL

CITIVIEW PTY LTD

MR BRETT WADE TOLHURST

MR RICHARD J & S HARRIS

2
3

Number of shares held

Holding (%)

5,000,000

3,300,000
3,098,333

2,550,000

2,472,000

2,268,500

2,000,000

1,553,791

1,376,677

1,300,000

1,182,500

900,000

722,222

699,500

666,666

644,949

633,333

600,000

550,000

549,000

6.95%

4.59%
4.31%

3.55%

3.44%

3.15%

2.78%

2.16%

1.91%

1.81%

1.64%

1.25%

1.00%

0.97%

0.93%

0.90%

0.88%

0.83%

0.76%

Stock exchange listing – listing has been granted for all the ordinary shares of the company on all member exchanges of
the ASX, except for the following, which are not quoted by virtue of restriction agreements.

32,067,471

44.57%

Quoted shares on ASX
Unquoted – escrowed until:
Shares issued under Empire Share Plan

1-Feb-09

Total issued share capital

63,976,998

2,450,000

5,491,194

71,918,192

Page 54

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

(c)

20 Largest Option Holders

The names of the 20 largest holders of quoted options are as follows.

OPTION HOLDERS
D W SARGEANT PTY LTD

MRS SUKHON SUHARITDUMRONG

ALCARDO INVESTMENTS LIMITED

MURILLA EXPLORATION PTY LTD

MR ARTUR BIRKNER

RUBYSTAR NOMINEES PTY LTD

AGENS PTY LTD

COLTRANGE PTY LTD

CAMIRA HOLDINGS PTY LTD

MR ADRIAN MARTIN LAMBERT JESSUP

ELY PLACE NOMINEES LTD

MR JIM JEFFREYS

CITIVIEW PTY LTD

MR ADRIAN CHRISTOPHER GRIFFIN

WHI SECURITIES PTY LTD

MR RICHARD JAMES & MRS SUSAN ELIZABETH HARRIS

CLODENE PTY LTD

BLAMNCO TRADING PTY LTD

NATIONAL NOMINEES LTD
AYMVESS PTY LIMITED

19
20

Number of options held

2,849,999

1,134,250

744,500

616,666

591,250

500,000

450,000

402,500

375,000

361,111

333,333

322,474

300,000

287,500

274,500

252,251

250,000

250,000
250,000

Holding (%)
10.29%

4.09%

2.69%

2.23%

2.13%

1.80%

1.62%

1.45%

1.35%

1.30%

1.20%

1.16%

1.08%

1.04%

0.99%

0.91%

0.90%

0.90%
0.90%

Stock Exchange Listing – listing has been granted for 27,709,075 options over ordinary shares of the company on all
member exchanges of the ASX.

10,845,334

39.11%

(d)

Substantial Shareholders

The names of substantial shareholders who have notified the Company in accordance with section 671B of the
Corporations Act 2001 are as follows.

Shareholder
Apex Minerals NL
David Sargeant

(e)

Voting Rights

Number of shares
5,000,000
5,850,000

All shares carry one vote per unit without restriction.

(f)

Listing Rule 4.10.19

The Company outlined in the prospectus dated 7 November 2006 that it intended to spend funds raised under that
prospectus on exploration and resource evaluation of its projects, in order to advance its exploration prospects to a stage
at which further evaluation and mining development could be financed by joint-venture funding, debt or additional
equity funds.

The Company can confirm that from admission on 31 January 2007 to 30 June 2008 it used the cash that it had at the
time of admission in a way consistent with its business objectives.

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 55

INTERESTS IN MINING AND EXPLORATION TENEMENTS as at 8 September 2008

PROJECT
TROY CREEK

PENNY’S FIND

LARKIN’S FIND

YUINMERY

PARADIS

NOONDIE

YARLARWEELOR

TORRENS

TENEMENT
E69/1486

E69/1728

E69/1729

E69/1826

E69/2357

E69/2358

E69/2485

P69/40

P69/41

P69/42

P69/43

P69/44

P69/45

E27/221

E27/255

M27/156

M27/241

M27/269

P27/1455

P27/1713

P27/1714
P27/1715

P27/1716

P27/1717

P27/1718

P27/1719

P27/1720

P27/1721

P27/1722

P27/1723

P27/1724

P27/1725

P27/1726

P27/1727

P27/1728

P27/1729
P27/1730

P27/1731

P27/1814

P27/1922

P27/1993

P27/1962

E39/1248

M57/265

P57/1214

P57/1215

P57/1216

P57/1217

E57/735

E57/766

E57/767

E47/1200

E47/1203

E57/643

E57/648

E52/2095

EL3530

EL4152

INTEREST
100%

REMARKS

100%

100%
100%

100%

100%
100%

100%

Application not yet granted

Earning up to 80%

Application not yet granted

100%

Application not yet granted

Page 56

EMPIRE RESOURCES LIMITED AND CONTROLLED ENTITIES – ANNUAL REPOR T 2008

Page 57