TORQUE METALS LIMITED.. — Capital/Financing Update 2023

Dec 12, 2023

Proposed issue of securities

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Announcement Summary

Entity name

TORQUE METALS LIMITED..

Announcement Type

New announcement

Date of this announcement

13/12/2023

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
TORAO	OPTION EXPIRING 07-MAY-2026 EX $0.25	3,100,000

Proposed +issue date 5/1/2024

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

TORQUE METALS LIMITED..

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ACN

Registration Number 621122905

1.3 ASX issuer code

TOR

1.4 The announcement is

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New announcement

1.5 Date of this announcement

13/12/2023

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description TORAO : OPTION EXPIRING 07-MAY-2026 EX $0.25 Number of +securities proposed to be issued 3,100,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities

1,000,000 Options are being issued to Euroz Hartleys as consideration for their underwriting services of the TOREA Options. 2,100,000 options are being issued to the sub-underwriters of the TOREA Options on a one new option for every option sub-underwritten basis. For more information refer to ASX Announcement 13 December 2023.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

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Yes

Part 7C - Timetable

7C.1 Proposed +issue date 5/1/2024

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

3,100,000 unlisted options exercisable $0.25 expiring 7 May 2026.

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

7E.2 Is the proposed issue to be underwritten? No

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7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

2,100,000 options are to be issued to the sub-underwriters of the TORAE on the basis of one new option for every sub-underwritten option and 1,000,000 options are to be issued to Euroz Hartleys as part consideration for their underwriting services of the TORAE options. Euroz Hartleys will also receive a standard 6% fee.

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Settlement of underwriting fees as announced on 13 December 2023

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

Refer ASX Announcement 13 December 2023

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