TORQUE METALS LIMITED.. — Director's Dealing 2023

May 29, 2023

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30 May 2023

Shane Falconer Adviser, Listing Compliance Australian Securities Exchange Ltd. Level 40, 152­158 St Georges Terrace Perth WA 6000

By email: shane.falconer@asx.com.au; ListingsCompliancePerth@asx.com.au

Change of Director’s Interest Notice Query

Dear Shane,

The Company refers to ASX’s letter of 29 May 2023 and responds as follows:

1. Please explain why the Appendix 3Y was lodged late The Appendix 3Y was lodged late due to a miscommunication, resulting in an administrative oversight. As soon as the miscommunication was identified, the Company Secretary lodged the Appendix 3Y with ASX.

1. What arrangements does TOR have in place under Listing Rule 3.19B with its directors to ensure that it is able to meet its disclosure obligations under Listing Rule 3.19A? These obligations are set out in the appointment documents for each Director, and the Company also has a Security Trading Policy and Continuous Disclosure Policy in place.

2. If the current arrangements are inadequate or not being enforced, what additional steps does TOR intend to take to ensure compliance with Listing Rule 3.19?

3. The Company notes that the late lodgement was due to a miscommunication which resulted in an administrative oversight, rather than any lack of disclosure or lack of action by a Director. Accordingly, the Company is of the view that the late lodgement was an isolated incident and the Company has reiterated its obligations under ASX Listing Rules 3.19A and 3.19B to the Directors. As a result of this incident, the Company has reviewed its processes and is of the view that its current arrangements are adequate and being enforced to ensure compliance with the ASX Listing Rules.

The responses above have been authorised by the Board of Directors of the Company.

Yours sincerely

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Neil W. McKay Company Secretary

P.O. Box 27, West Perth, W.A. 6872 +61 (0) 421 977 617 admin@torquemetals.com

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29 May 2023

Reference: 74909

Mr Neil McKay Company Secretary Torque Metals Limited

By email: neil@torquemetals.com

Dear Mr McKay

Torque Metals Limited (‘TOR’): Appendix 3Y – Change of Director’s Interest Notice Query

ASX refers to the following:

1. TOR’s Appendix 3Y lodged on the ASX Market Announcements Platform (‘MAP’) on 25 May 2023 for Mr Antony L. Lofthouse (the ‘Notice’);

2. Listing Rule 3.19A which requires an entity to tell ASX the following:

3. 3.19A.1 ‘The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the following times.

   • On the date that the entity is admitted to the official list.

   • On the date that a director is appointed.

The entity must complete Appendix 3X and give it to ASX no more than 5 business days after the entity’s admission or a director’s appointment.

3.19A.2 A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) including whether the change occurred during a closed period where prior written clearance was required and, if so, whether prior written clearance was provided. The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.

3.19A.3 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the date that the director ceases to be a director. The entity must complete Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.’

1. Listing rule 3.19B which states that:

‘An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.’

The Notice indicates that a change in Mr Lofthouse’s notifiable interest occurred on 11 May 2023. It appears that the Notice should have been lodged with ASX by 18 May 2023. Consequently, TOR may have breached Listing Rules 3.19A and/or 3.19B.

ASX Customer Service Centre 131 279 | asx.com.au

ASX Limited [[Listings]]

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Request for Information

Under Listing Rule 18.7, we ask that you answer each of the following questions having regard to Listing Rules 3.19A and 3.19B and Guidance Note 22: Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities .

1. Please explain why the Appendix 3Y was lodged late.

2. What arrangements does TOR have in place under Listing Rule 3.19B with its directors to ensure that it is able to meet its disclosure obligations under Listing Rule 3.19A?

3. If the current arrangements are inadequate or not being enforced, what additional steps does TOR intend to take to ensure compliance with Listing Rule 3.19B?

When and where to send your response

This request is made under Listing Rule 18.7. Your response is required as soon as reasonably possible and, in any event, by no later than 9 AM AWST Wednesday, 31 May 2023 . You should note that if the information requested by this letter is information required to be given to ASX under Listing Rule 3.1 and it does not fall within the exceptions mentioned in Listing Rule 3.1A, TOR’s obligation is to disclose the information ‘immediately’. This may require the information to be disclosed before the deadline set out in the previous paragraph and may require TOR to request a trading halt immediately.

Your response should be sent to me by e-mail at ListingsCompliancePerth@asx.com.au . It should not be sent directly to the ASX Market Announcements Office. This is to allow me to review your response to confirm that it is in a form appropriate for release to the market, before it is published on the ASX Market Announcements Platform.

Trading halt

If you are unable to respond to this letter by the time specified above, you should discuss with us whether it is appropriate to request a trading halt in TOR’s securities under Listing Rule 17.1. If you wish a trading halt, you must tell us:

• the reasons for the trading halt;

• how long you want the trading halt to last;

• the event you expect to happen that will end the trading halt;

• that you are not aware of any reason why the trading halt should not be granted; and

• any other information necessary to inform the market about the trading halt, or that we ask for.

We require the request for a trading halt to be in writing. The trading halt cannot extend past the commencement of normal trading on the second day after the day on which it is granted. You can find further information about trading halts in Guidance Note 16 Trading Halts & Voluntary Suspensions .

Suspension

If you are unable to respond to this letter by the time specified above, ASX will likely suspend trading in TOR’s securities under Listing Rule 17.3.

2/3 ASX Customer Service Centre 131 279 | asx.com.au

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Listing Rules 3.1 and 3.1A

In responding to this letter, you should have regard to TOR’s obligations under Listing Rules 3.1 and 3.1A and also to Guidance Note 8 Continuous Disclosure : Listing Rules 3.1 – 3.1B. It should be noted that TOR’s obligation to disclose information under Listing Rule 3.1 is not confined to, nor is it necessarily satisfied by, answering the questions set out in this letter.

Release of correspondence between ASX and entity

ASX reserves the right to release all or any part of this letter, your reply and any other related correspondence between us to the market under Listing Rule 18.7A.

Questions

If you have any questions in relation to the above, please do not hesitate to contact me.

Regards

Shane Falconer

Adviser, Listings Compliance

3/3 ASX Customer Service Centre 131 279 | asx.com.au