SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
| ______________________________ |
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)1
| Empire Energy Corporation International |
| (Name of Issuer) |
| Class A and Class B Common Shares |
| (Title of Class of Securities) |
| 291648103 |
| (CUSIP Number) |
| December 31, 2013 |
| (Date of Event Which Requires Filing of This Statement) |
Check the Appropriate box to designate the rule pursuant to which this schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
___________________
1 The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 291648103 | 13G | Page 2 of 6 Pages |
| 1 | NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS | ||
| RAB Special Situations (Master) Fund Limited | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Cayman Islands | |||
| 5 | SOLE VOTING POWER | ||
| NUMBER OF | 16,050,000 Class A* 5,000,000 Class B* | ||
| SHARES | 6 | SHARED VOTING POWER | |
| BENEFICIALLY | 0 | ||
| OWNED BY | 7 | SOLE DISPOSITIVE POWER | |
| EACH | 16,050,000 Class A* 5,000,000 Class B* | ||
| REPORTING | 8 | SHARED DISPOSITIVE POWER | |
| PERSON WITH: | 0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
16,050,000 Class A* 5,000,000 Class B* *RAB Special Situations (Master) Fund Limited owns warrants to acquire 16,050,000 Class A common shares, and warrants to acquire 5,000,000 Class B common shares. The warrants are not exercisable if, as a result of an exercise, the holder would then become a "ten percent beneficial owner" of the issuer's common stock, as defined in Rule 16a-2 under the Securities Exchange Act of 1934, as amended (the "Act"). | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||
3.7463% Class A** Up to 9.9999% Class B*** **The percentages used herein are calculated based upon 412,372,917 Class A common shares outstanding as of November 19, 2010, plus 16,050,000 Class A common shares in aggregate underlying convertible securities which are beneficially owned by the reporting | |||
CUSIP No. 291648103 | 13G | Page 3 of 6 Pages |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||
person and included pursuant to Rule 13d-3(d)(1)(i) of the Act. ***The percentages used herein are calculated based on 97,301 Class B common shares outstanding as of November 19, 2010, plus 5,000,000 Class B common shares in aggregate underlying convertible securities which are beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i) of the Act. | |||
| 12 | TYPE OF REPORTING PERSON | ||
| CO | |||
CUSIP No. 291648103 | 13G | Page 4 of 6 Pages |
Item 1 (a). Name of Issuer:
Empire Energy Corporation International
Item 1 (b). Address of Issuer’s Principal Executive Offices:
6750 Antioch Road, Suite 305
Merriam, Kansas 66204
Item 2 (a). Name of Person Filing:
RAB Special Situations (Master) Fund Limited
Item 2 (b). Address of Principal Business Office or, if None, Residence:
RAB Special Situations (Master) Fund Limited
P.O. Box 309, Ugland House
George Town, Cayman Islands KY1-1104
Item 2 (c). Citizenship:
Cayman Islands
Item 2 (d). Title of Class of Securities:
Class A Common Shares
Class B Common Shares
Item 2 (e). CUSIP Number:
291648103
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| (a) | o | Broker or dealer registered under Section 15 of the Act; |
(b) o | Bank as defined in Section 3(a)(6) of the Act; |
(c) o | Insurance Company as defined in Section 3(a)(19) of the Act; |
(d) o | Investment Company registered under Section 8 of the Investment Company Act; |
(e) o | Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
(f) o | Employee benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F); |
(g) o | Parent holding company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G); |
(h) o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
(i) o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940: |
(j) o | Group, in accordance with Rule 13d-1(b)(1)(ii)(j). |
| x | If this statement is filed pursuant to Rule 13d-1(c), check this box. |
CUSIP No. 291648103 | 13G | Page 5 of 6 Pages |
| Item 4. | Ownership. |
| Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1. |
| (a) | Amount beneficially owned: |
| See Item 9 on the cover page |
| (b) | Percent of class: |
| See Item 11 on the cover page |
| (c) | Number of shares as to which such person has: |
(i)Sole power to vote or to direct the vote
(ii)Shared power to vote or to direct the vote
(iii)Sole power to dispose or to direct the disposition of
(iv)Shared power to dispose or to direct the disposition of
See Items 5-8 on the cover page
| Item 5. | Ownership of Five Percent or Less of a Class. |
If the statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| N/A |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| N/A |
| Item 8. | Identification and Classification of Members of the Group. |
| N/A |
| Item 9. | Notice of Dissolution of Group. |
| N/A |
CUSIP No. 291648103 | 13G | Page 6 of 6 Pages |
| Item 10. | Certification. |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| SIGNATURE |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 14, 2014 | |
| RAB Special Situations (Master) Fund Limited by Simon Gwyther and Andrew Knatchbull | |
Authorised signatories for RAB Capital Limited for and on behalf of RAB Special Situations (Master) Fund Limited | |
| /s/ Simon Gwyther | |
| /s/ Andrew Knatchbulll | |