TORQUE METALS LIMITED.. — Capital/Financing Update 2024

May 14, 2024

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

TORQUE METALS LIMITED..

Announcement Type

New announcement

Date of this announcement

15/5/2024

The Proposed issue is:

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
New class-code to be	Tranche D Performance Shares Expiring 5 years from the	5,000,000
confirmed	date of issue
TOR	ORDINARY FULLY PAID	5,200,000

Proposed +issue date 30/9/2024

Refer to next page for full details of the announcement

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Appendix 3B - 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

New announcement

1.5 Date of this announcement

15/5/2024

1.6 The Proposed issue is:

A placement or other type of issue

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Appendix 3B - Proposed issue of securities

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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? Yes 7A.1a Conditions Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 27/6/2024 Estimated

Comments

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

TOR : ORDINARY FULLY PAID

Number of +securities proposed to be issued

5,200,000

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

The Company has entered into binding option agreements with Abeh Pty Ltd and associates (Vendors) for an exclusive Option to acquire ten tenements in the West Australian Goldfields. If the Company exercises the Option to acquire the package of tenements it has committed to granting the Vendors 5,200,000 fully paid ordinary shares and 5,000,000 performance shares as consideration for the acquisition. For more information refer to ASX Announcement 15 May 2024.

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Appendix 3B - Proposed issue of securities

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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	Will these +securities rank equally in all respects from their issue date with
	the existing issued +securities in that	class?
	Yes
	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)?
	New class
	Details of +securities proposed to be issued
	ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs
	issued over them)
	Have you received confirmation from	Will the entity be seeking quotation
	ASX that the terms of the proposed	of the 'new' class of +securities on
	+securities are appropriate and	ASX?
	equitable under listing rule 6.1?	No
	No
	ASX +security code New class-code to be confirmed	+Security description Tranche D Performance Shares Expiring 5 years from the date of issue

+Security type

Performance shares/units

Number of +securities proposed to be issued

5,000,000

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

The Company has entered into binding option agreements with Abeh Pty Ltd and associates (Vendors) for an exclusive Option to acquire ten tenements in the West Australian Goldfields. If the Company exercises the Option to acquire the package of tenements it has committed to granting the Vendors 5,200,000 fully paid ordinary shares and 5,000,000 performance shares as consideration for the acquisition. For more information refer to ASX Announcement 15 May 2024.

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

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

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Appendix 3B - Proposed issue of securities

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Performance shares/units details

+Security currency

AUD - Australian Dollar

Will there be +CDIs issued over the +securities? No Is it a partly paid class of +security? No Is it a stapled +security? No

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Refer to ASX Announcement 15 May 2024 for the material terms of the Performance Shares.

Part 7C - Timetable

7C.1 Proposed +issue date

30/9/2024

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? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1

27/6/2024

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? Yes

7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow

The 5,200,000 fully paid ordinary shares will be subject to a voluntary 6 month escrow period.

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?

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Appendix 3B - Proposed issue of securities

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No

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

Part 7F - Further Information

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

Issue of fully paid ordinary shares and performance shares to vendors as consideration for the acquisition of an extensive package of tenements.

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

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS involving the same class of securities as the +securities proposed to be issued that meets the requirements of section 708A(11) or 1012DA(11)

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