TORQUE METALS LIMITED.. — Proxy Solicitation & Information Statement 2022

May 29, 2022

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Torque Metals Limited ACN 621 122 905

NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM

29 June 2022

11.00 am WST

The Celtic Club

48 Ord Street, West Perth, WA 6005

This Notice of General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on 0421 977 617.

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the General Meeting of Shareholders of Torque Metals Limited (ACN 621 122 905) will be held at The Celtic Club, 48 Ord Street, West Perth on 29 June 2022 commencing at 11.00 am WST.

The Explanatory Memorandum to this Notice provides additional information on matter to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1.

VOTING ELIGIBILITY

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders at 11.00 am WST on 27 June 2022.

VOTING IN PERSON

To vote in person, attend the General Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company; and

• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

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Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

Voting Prohibition

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment on Resolution 3 if the person is either:

• a member of the Key Management Personnel of the Company; or

• a Closely Related Party of such a member, and

the appointment does not specify the way the proxy is to vote on Resolution 3.

However, the prohibition does not apply if the proxy is the Chair and the appointment expressly authorises the Chair to exercise the proxy even if Resolution 3 is connected directly or indirectly with remuneration of a member of the Key Management Personnel of the Company.

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AGENDA

1. Resolution 1 – Ratification of Prior Issue of Placement

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of:

• (a) 9,422,777 Shares issued under Listing Rule 7.1; and

• (b) 5,527,223 Shares issued under Listing Rule 7.1A,

• on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

• (a) any person who participated in the issue (or is a counterparty to the agreement being approved); or

• (b) any Associate of any person who participated in the issue (or is a counterparty to the agreement being approved).

However, this does not apply to a vote case in favour of the Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;

• (b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

2. Resolution 2 – Approval to issue Placement Options

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 7,475,000 Placement Options, on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

• (a) any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or

• (b) any Associate of that person (or those persons).

However, this does not apply to a vote case in favour of the Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;

• (b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

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• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

3. Resolution 3 – Approval to issue Placement Shares and Placement Options to Director – Antony Lofthouse

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 50,000 Placement Shares and 25,000 Placement Options to Antony Lofthouse (and/or his nominees) on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Antony Lofthouse (and/or his nominees) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reasons of being a holder of ordinary securities in the Company) or an Associate of that person or those persons.

However, this does not apply to a vote case in favour of the Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 3 Excluded Party ). However, this prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 3 Excluded Party.

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolution 3 Excluded Party, the above prohibition does not apply if:

• (a) the proxy is the Chair; and

• (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

4. Resolution 4 – Approval to Issue Broker Options to Lead Manager

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

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“That, for the purposes of ASX Listing Rule 7.1 and for all purposes, approval is given for the Company to issue up to 3,750,000 Options to Euroz Hartleys on the terms and conditions set out in the Explanatory Statement. ”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

• (a) any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or

• (b) any Associate of that person (or those persons).

However, this does not apply to a vote case in favour of the Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;

• (b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Dated 30 May 2022

BY ORDER OF THE BOARD

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Neil W. McKay Company Secretary

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EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held at The Celtic Club, 48 Ord Street, West Perth, WA 6005 on 29 June 2022 at 11.00 am (WST).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Resolution 1 – Ratification of Prior Issue of Placement Shares

2.1 Background

On 5 May 2022, the Company undertook a placement to raise $3,000,000 ( Placement ).

The Placement comprised of an issue of a total of 15,000,000 new Shares issued at an issue price of $0.20 per Share ( Placement Shares ) with free attaching unlisted Options in the Company on a 1:2 basis (exercisable at $0.30 on or before the date that is 18 months after the issue date) ( Placement Options ).

A total of 14,950,000 Placement Shares were issued pursuant to existing capacity available under Listing Rule 7.1 and Listing Rule 7.1A ( Unrelated Party Placement Shares ) as follows:

• (a) 9,422,777 Placement Shares were issued pursuant to existing capacity available under Listing Rule 7.1; and

• (b) 5,527,223 Placement Shares were issued pursuant to existing capacity available under Listing Rule 7.1A.

The remaining 50,000 Placement Shares are to be issued to Company Director, Antony Lofthouse, subject to Shareholder approval (the subject of Resolution 3) ( Related Party Placement Shares ) .

The Placement Options have not yet been issued by the Company and will be issued subject to Shareholder approval (the subject of Resolution 2).

The Placement was managed by Euroz Hartleys ( Lead Manager ), who pursuant to the terms of a capital raising agreement with the Company received a cash fee of 6% of the gross proceeds raised by the Placement.

The agreement between the Company and Euroz Hartleys otherwise contains standard terms considered standard for an agreement of this nature.

( Lead Manager Agreement ).

Under the Lead Manager Agreement, the Lead Manager (or its nominee(s)) is also entitled to 3,750,000 unlisted Options (exercisable at $0.30 on or before the date that is 18 months after the issue date) subject to Shareholder approval ( Broker Options ). Resolution 4 seeks approval for the issue of the Broker Options.

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2.2 Purpose and Use of Funds

Funds raised pursuant to the Placement will be applied towards:

• (a) Upcoming AC and RC drill programs at the Paris Gold Project (Paris) and surrounding regional targets, specifically:

• (i) Carreras prospect;

• (ii) Paris South prospect;

• (iii) Observation prospect;

• (iv) Caruso prospect; and

• (b) RC drilling at the Bullfinch Gold Project;

• (c) Ground EM survey to further define nickel targets within Paris;

• (d) Diamond drilling to test EM anomaly at Paris; and

• (e) general working capital purposes.

2.3 ASX Listing Rules 7.1 and 7.1A

Broadly speaking, and subject to a number of exceptions which are contained in Listing Rule 7.2 (which do not apply in the circumstance of this Resolution), Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. The issue of the Unrelated Party Placement Shares does not fit within any of the exceptions in Listing Rule 7.2 and, as it has not yet been approved by the Company’s Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue date.

Listing Rule 7.1A enables eligible entities to issue equity securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting at which the shareholders approve the 10% placement facility. The 10% placement facility is in addition to the company’s 15% placement capacity under Listing Rule 7.1.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 or Listing 7.1A and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under those rules.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1 or Listing Rule 7.1A. To this end, Resolution 1 seeks Shareholder approval for the ratification of the issue of:

• (a) 9,422,777 Unrelated Party Placement Shares which were issued under Listing Rule 7.1; and

• (b) 5,527,223 Unrelated Party Placement Shares which were issued under Listing Rule 7.1A,

under and for the purpose of Listing Rule 7.4.

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2.4 Technical information required by Listing Rule 14.1A

If Resolution 1 is passed, the Unrelated Party Placement Shares issued will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1 and 10% limit in Listing Rule 7.1A, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 1 is not passed, the Unrelated Party Placement Shares issued will be included in calculating the Company’s 15% limit in Listing Rule 7.1 and 10% limit in Listing Rule 7.1A, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

2.5 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 1:

• (a) the Unrelated Party Placement Shares were issued to sophisticated and professional investors who are clients of Euroz Hartleys, none of whom are related parties, members of the key management personnel, a substantial holder or an advisor to the Company (or an associate of any of these persons) holding more than 1% of the Company’s current issued capital;

• (b)

• the Company issued:

• (i) 9,422,777 Unrelated Party Placement Shares under Listing Rule 7.1; and

• (ii) 5,527,223 Unrelated Party Placement Shares under Listing Rule 7.1A;

• (c) the Unrelated Party Placement Shares are all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the date on which the Unrelated Party Placement Shares were issued was 5 May 2022;

• (e) the issue price of the Unrelated Party Placement Shares under the Placement was $0.20 per Unrelated Party Placement Share;

• (f) the purpose if the issue of the Unrelated Party Placement Shares is to raise funds for the purposes detailed in Section 2.2 above;

• (g) the Unrelated Party Placement Shares have been issued pursuant to an offer agreement entered into with each of the Placement participants, a summary of the material terms of which are set out in Schedule 2;

• (h) a voting exclusion statement is included in Resolution 1 of the Notice.

The Directors believe that Resolution 1 is in the best interest of the Company and its Shareholders and unanimously recommends that Shareholders vote in favour of this Resolution.

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3. Resolution 2 – Approval to issue Placement Options

3.1 General

As set out in Section 2.1, the Company issued a total of 14,950,000 Unrelated Party Placement Shares to Placement participants. Subject to Shareholder approval, Placement participants were offered a 1 for 2 free attaching Option, exercisable at $0.30 each and expiring 18 months after the date of issue ( Unrelated Party Placement Options ). Resolution 2 seeks Shareholder approval for the issue of up to 7,475,000 Unrelated Party Placement Options to unrelated party Placement participants.

3.2

ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 2.3 above.

3.3 Technical information required by ASX Listing Rule 14.1A

If Resolution 2 is passed, the Company will be able to proceed with the issue of the Unrelated Party Placement Options. In addition, the issue of the Unrelated Party Placement Options will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 2 is not passed, the Company will not be able to proceed with the issue of the Unrelated Party Placement Options.

3.4 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 2:

• (a) the Unrelated Party Placement Options will be issued to sophisticated and professional investors who participated in the Placement and are clients of Euroz Hartleys, none of whom are related parties, members of the key management personnel, a substantial holder or an advisor to the Company (or an associate of any of these persons) holding more than 1% of the Company’s current issued capital;

• (b)

• a maximum of 7,475,000 Unrelated Party Placement Options will be issued;

• (c) the Unrelated Party Placement Options issued will be unlisted options exercisable at $0.30 each and expiring 18 months after the date of issue. Full terms and conditions of the Unrelated Party Placement Options are outlined in Schedule 3;

• (d) the Unrelated Party Placement Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• (e) the issue price will be nil per Unrelated Party Placement Option as they are free attaching to the Unrelated Party Placement Shares;

• (f) the primary purpose of the issue of the Unrelated Party Placement Options is to fulfil the terms and conditions of the Placement;

• (g) the Unrelated Party Placement Options will be issued pursuant to the offer agreements with each of the Placement participants, a summary of the material terms of which are set out in Schedule 2;

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• (h) the Unrelated Party Placement Options are not being issued under, or to fund, a reverse takeover; and

• (i) a voting exclusion statement is included in Resolution 2 of this Notice.

The Directors believe that Resolution 2 is in the best interest of the Company and its Shareholders and unanimously recommends that Shareholders vote in favour of this Resolution.

4. Resolution 3 – Approval to issue Placement Shares and Placement Options to Director – Antony Lofthouse

4.1 General

As detailed in Section 2.1, the Company has undertaken the Placement.

Mr Antony Lofthouse, a Director of the Company, wishes to participate in the Placement.

Resolution 3 seeks Shareholder approval for the issue of up to 50,000 Shares and 25,000 free attaching Options ( Related Party Placement Securities ) to Mr Antony Lofthouse (or his nominee) arising from the participation by Mr Antony Lofthouse in the Placement ( Participation ).

4.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of the Related Party Placement Securities constitutes giving a financial benefit and Mr Antony Lofthouse is a related party of the Company by virtue of being Director.

The Directors (other than Mr Antony Lofthouse who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Related Party Placement Securities because the Related Party Placement Securities are issued on the same terms as the Unrelated Party Placement Shares and Unrelated Party Placement Options, and therefore the Directors consider that the issue of these Related Party Placement Securities are on arms' length.

4.3 ASX Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

• (a) a related party;

• (b) a person who is, or was at any time in the six (6) months before the issue or agreement, a substantial (30%+) holder in the company;

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• (c) a person who is, or was at any time in the six (6) months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• (d) an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

• (e) a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The issue of the Related Party Placement Securities falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. Accordingly, the issue of the Related Party Placement Securities requires the approval of Shareholders under Listing Rule 10.11.

Resolution 3 seeks the required Shareholder approval for the issue of the Related Party Placement Securities under and for the purposes Listing Rule 10.11.

4.4 Technical information required by ASX Listing Rule 14.1A

If Resolution 3 is passed, the Company will be able to proceed with the issue of the Related Party Placement Securities to Mr Antony Lofthouse within one (1) month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Related Party Placement Securities (because approval is being obtained under Listing Rule 10.11), the issue of the Related Party Placement Securities will not use up any of the Company’s 15% placement capacity under Listing Rule 7.1.The issue of the Related Party Placement Securities will also allow the Company to have additional funds for the purposes summarised in Section 2.2. above.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Related Party Placement Securities and the Company will not be able to access the additional $10,000 of funds from Mr Antony Lofthouse for the purposes of the use of funds summarised in Section 2.2. above.

4.5 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided:

• (a) the Related Party Placement Securities will be issued to Mr Antony Lofthouse (or his respective nominees). Mr Antony Lofthouse falls within the category set out in Listing Rule 10.11.1 by virtue of being a Director;

• (b) the number of Related Party Placement Securities to be issued to Mr Antony Lofthouse is as follows: is as follows:

• (i) 50,000 Placement Shares; and

• (ii) 25,000 free attaching Placement Options;

• (c) the Placement Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

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• (d) the Placement Options will be issued on the same terms and conditions, as those Placement Shares issued to unrelated placement participants, as set out in Schedule 3 of this Notice;

• (e) the Related Party Placement Securities will be issued no later than one (1) month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Related Party Placement Securities will occur on the same date;

• (f) the issue price of the Placement Shares to be issued to Mr Antony Lofthouse will be $0.20. The issue price of the Options will be nil as they are free attached to the Placement Shares;

• (g) the primary purpose of the issue of the Related Party Placement Securities is for the Company to raise funds under the Placement. The intended use of funds raised under the Placement is summarised at Section 2.2 above;

• (h) the issue of the Related Party Placement Securities is not intended to remunerate My Antony Lofthouse;

• (i) the Related Party Placement Securities are being issued under an offer agreement with Mr Antony Lofthouse, a summary of which is set out in Schedule 2; and

• (j) a voting exclusion statement is included in Resolution 3 of this Notice.

The Directors (other than Mr Antony Lofthouse) believe that Resolution 3 is in the best interest of the Company and its Shareholders and unanimously recommends that Shareholders vote in favour of this Resolution.

5. Resolution 4 – Approval to Issue Broker Options to Lead Manager

5.1 General

As set out in Section 2.1, Euroz Hartleys acted as lead manager to the Placement.

Pursuant to the Lead Manager Agreement, the Lead Manager is to receive one (1) Option (exercisable at $0.30 and expiring on the date that is 18 months from the date of issue) for every four (4) Shares subscribed for under the Placement.

This Resolution 4 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 3,750,000 Broker Options.

5.2 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 2.3 above.

5.3 Technical Information required by ASX Listing Rule 14.1A

If Resolution 4 is passed, the Company will be able to proceed with the issue of the Broker Options during the period of three (3) months after the Meeting, without using the Company’s 15% annual placement capacity.

If Resolution 4 is not passed, the Company will not be able to proceed with the issue of the Broker Options.

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5.4 Technical Information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Broker Options:

• (a) the Broker Options will be issued to the Lead Manager (Euroz Hartleys Limited) (and/or their nominees);

• (b) the maximum number of Broker Options to be issued are 3,750,000;

• (c) the Broker Options are to be issued no later than three (3) months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that the issue will occur on the same date;

• (d) each Broker Option is issued for a nil issue price as they are consideration for services provided by the Broker pursuant to the Lead Manager Agreement;

• (e) the Broker Options will be issued on the terms and conditions as set out in Schedule 3; (f) the purpose of the issue is to satisfy the Company’s obligations under the Lead Manager Agreement;

• (g) the Broker Options are being issued pursuant to the Lead Manager Agreement (as summarised in Section 2.1 above);

• (h) the Broker Options are not being issued under, or to fund, a reverse takeover; and

• (i) a voting exclusion statement is included in Resolution 4 of the Notice.

The Directors believe that Resolution 4 is in the best interest of the Company and its Shareholders and unanimously recommends that Shareholders vote in favour of this Resolution.

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SCHEDULE 1 – Definitions

In this Notice and the Explanatory Memorandum:

• $ means Australian Dollars.

Associate has the meaning given in sections 12 and 16 of the Corporations Act. Section 12 is to be applied as if paragraph 12(1)(a) included a reference to the Listing Rules and on the basis that the Company is the “designated body” for the purposes of that section. A related party of a director or officer of the Company or of a Child Entity of the Company is to be taken to be an associate of the director or officer unless the contrary is established.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

Board means the board of Directors.

Broker Options has the meaning given to it in Section 2.1.

Business Day means:

• (a) for determining when a notice, consent or other communication is given, a day that is not a Saturday, Sunday or public holiday in the place to which the notice, consent or other communication is sent; and

• (b) for any other purpose, a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Perth.

Chair means the person appointed to chair the Meeting convened by this Notice.

Closely Related Party means:

• (a) a spouse or child of the member; or

• (b) has the meaning given in section 9 of the Corporations Act.

Company means Torque Metals Limited (ACN 621 122 905).

Constitution means the constitution of the Company as at the commencement of the Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Lead Manager or Euroz Hartleys means Euroz Hartleys Limited (ABN 33 104 195 057).

Lead Manager Agreement has the meaning given to it in Section 2.1.

Listing Rules means the listing rules of ASX.

Meeting has the meaning in the introductory paragraph of the Notice.

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Notice means this notice of meeting.

Offer Agreements means the agreements entered with Placement participants having the terms set out in Schedule 2.

Option means an option which entities the holder to subscribe for one Share.

Participation has the meaning given to it in Section 4.1.

Placement has the meaning given to it in Section 2.1.

Placement Options has the meaning given to it in Section 2.1.

Placement Shares has the meaning given to it in Section 2.1.

Proxy Form means the proxy form attached to the Notice.

Related Party Placement Securities has the meaning given to it in Section 4.1.

Resolution means resolution contained in the Notice.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

Unrelated Party Placement Options has the meaning given to it in Section 3.1.

Unrelated Party Placement Shares has the meaning given to it in Section 2.1.

WST means Western Standard Time, being the time in Perth, Western Australia.

In this Notice and the Explanatory Memorandum words importing the singular include the plural and vice versa.

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SCHEDULE 2 – Summary of Terms of Offer Agreements

The Company has entered into an offer agreement with each of the Placement participants ( Offer Agreements ).

The material terms of the Offer Agreements are summarised below:

• (a) ( Subscription Offer ): Each participant may subscribe for the firm allocation of shares as detailed in their relevant offer agreement, at an issue price of $0.20 per share.

Subject to shareholder approval, the Company will issue 1 free attaching unlisted option for every 2 shares issued pursuant to the placement (exercisable at $0.30, with an expiry date of 18 months from the date of issue).

• (b) ( Terms and conditions of New Shares ): The shares will be issued on the terms and conditions contained in each Offer Agreement and will be held by the holder subject to the Corporations Act, the Listing Rules of the ASX and the Company’s constitution. With effect from their date of issue, the shares will rank equally in all respects with the existing fully paid ordinary shares in the Company. The Company will apply to ASX Limited for official quotation of the shares on the ASX in accordance with the ASX Listing Rules and the Corporations Act.

The Company will issue in the order of 15 million shares as part of the Issue. However it may elect (in its absolute discretion) to issue less or more than that number, in which case the monies raised will be applied to some or all of the purposes specified above.

• (c) ( Shareholder Approval ): The issue of the shares is not subject to prior approval of the Company’s shareholders. Director participation and the issue of the attaching Options is subject to shareholder approval at a general meeting.

The Offer Agreements otherwise contains standard representations, warranties, acknowledgments and other terms considered standard for an agreement of this nature.

SCHEDULE 3 – Terms of the Related Party Placement Options, Unrelated Party Placement Options and Broker Options

The terms and conditions of the Options are as follows:

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.30 ( Exercise Price )

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on the date that is 18 months after the date of issue of the Options ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Quotation

The Company will not apply for quotation of the Options on ASX.

(h)

Timing of issue of Shares on exercise

Following the Exercise Date and within the time period specified by the ASX Listing Rules, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

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If a notice delivered under (ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(i) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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LODGE YOUR PROXY APPOINTMENT ONLINE

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ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login

MOBILE DEVICE PROXY APPOINTMENT Lodge your proxy by scanning the QR code below, and enter your registered postcode. It is a fast, convenient and a secure way to lodge your vote. GENERAL MEETING PROXY FORM I/We being shareholder(s) of Torque Metals Limited and entitled to attend and vote hereby: APPOINT A PROXY The Chair of  PLEASE NOTE: If you leave the section blank, the OR the Meeting Chair of the Meeting will be your proxy. or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) named, the Chair of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the General Meeting of the Company to be held at The Celtic Club, 48 Ord Street, West Perth, WA 6005 on 29 June 2022 at 11.00am (WST) and at any adjournment or postponement of that Meeting. Chair’s voting intentions in relation to undirected proxies: The Chair intends to vote all undirected proxies in favour of all Resolutions. In exceptional circumstances, the Chair may change his/her voting intentions on any Resolution. In the event this occurs, an ASX announcement will be made immediately disclosing the reasons for the change. VOTING DIRECTIONS Resolutions For Against Abstain* 1 Ratification of Prior issue of Placement Shares ◼ ◼ ◼ 2 Approval to issue Placement Options ◼ ◼ ◼ 2 Approval to issue Placement Shares and Placement Options to Director – Antony Lofthouse ◼ ◼ ◼ 4 Approval to Issue Broker Options to Lead Manager ◼ ◼ ◼  * If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director This form should be signed by the shareholder. If a joint holding, all the shareholders should sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth). Email Address Please tick here to agree to receive communications sent by the Company via email. This may include meeting notifications, dividend remittance, and selected announcements.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE. CHANGE OF ADDRESS CORPORATE REPRESENTATIVES This form shows your address as it appears on Company’s share register. If this If a representative of a nominated corporation is to attend the Meeting the information is incorrect, please make the correction on the form. Shareholders appropriate “Certificate of Appointment of Corporate Representative” should sponsored by a broker should advise their broker of any changes. be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Advanced Share APPOINTMENT OF A PROXY Registry. If you wish to appoint the Chair as your proxy, mark the box in Step 1. If you SIGNING INSTRUCTIONS ON THE PROXY FORM wish to appoint someone other than the Chair, please write that person’s name in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy Individual: may be an individual or a body corporate. Where the holding is in one name, the security holder must sign. Joint Holding: DEFAULT TO THE CHAIR OF THE MEETING Where the holding is in more than one name, all of the security holders should If you leave Step 1 blank, or if your appointed proxy does not attend the sign. Meeting, then the proxy appointment will automatically default to the Chair of Power of Attorney: the Meeting. If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or a certified photocopy of the Power of VOTING DIRECTIONS – PROXY APPOINTMENT Attorney to this form when you return it. Companies: You may direct your proxy on how to vote by placing a mark in one of the boxes Where the company has a Sole Director who is also the Sole Company opposite each resolution of business. All your shares will be voted in Secretary, this form must be signed by that person. If the company (pursuant accordance with such a direction unless you indicate only a portion of voting to section 204A of the Corporations Act 2001) does not have a Company rights are to be voted on any resolution by inserting the percentage or number Secretary, a Sole Director can sign alone. Otherwise this form must be signed of shares you wish to vote in the appropriate box or boxes. If you do not mark by a Director jointly with either another Director or a Company Secretary. any of the boxes on a given resolution, your proxy may vote as they choose to Please sign in the appropriate place to indicate the office held. the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution will be invalid. LODGE YOUR PROXY FORM PLEASE NOTE: If you appoint the Chair as your proxy (or if they are appointed by default) but do not direct them how to vote on a resolution (that is, you do This Proxy Form (and any power of attorney under which it is not complete any of the boxes “For”, “Against” or “Abstain” opposite that signed) must be received at an address given below by 11.00am resolution), the Chair may vote as they see fit on that resolution. (WST) on 27 June 2022, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that APPOINTMENT OF A SECOND PROXY time will not be valid for the scheduled Meeting. You are entitled to appoint up to two persons as proxies to attend the Meeting ONLINE PROXY APPOINTMENT and vote on a poll. If you wish to appoint a second proxy, an additional Proxy www.advancedshare.com.au/investor-login Form may be obtained by telephoning Advanced Share Registry Limited or you may copy this form and return them both together. BY MAIL To appoint a second proxy you must: Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or (a) on each Proxy Form state the percentage of your voting rights or number PO Box 1156, Nedlands WA 6909 of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy BY FAX may exercise half your votes. Fractions of votes will be disregarded; and +61 8 6370 4203 (b) return both forms together. BY EMAIL COMPLIANCE WITH LISTING RULE 14.11 admin@advancedshare.com.au In accordance to Listing Rule 14.11, if you hold shares on behalf of another person(s) or entity/entities or you are a trustee, nominee, custodian or other IN PERSON fiduciary holder of the shares, you are required to ensure that the person(s) or Advanced Share Registry Limited entity/entities for which you hold the shares are not excluded from voting on 110 Stirling Hwy, Nedlands WA 6009 resolutions where there is a voting exclusion. Listing Rule 14.11 requires you to receive written confirmation from the person or entity providing the voting ALL ENQUIRIES TO instruction to you and you must vote in accordance with the instruction Telephone: +61 8 9389 8033 provided. By lodging your proxy votes, you confirm to the company that you are in compliance with Listing Rule 14.11.