______________________________

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)

 

 

___________________

    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).

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

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).

(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:

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

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

	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