INVICTUS ENERGY LTD — Capital/Financing Update 2014

Oct 6, 2014

ASX Announcement 7 October 2014

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Sunbird Completes $5m Stage 1 Capital Raising

Southern African gas explorer and developer Sunbird Energy Ltd (ASX: SNY ) is pleased to announce the completion of the Stage 1, USD$5,000,000, Vandasia Transaction, previously announced on 9 September 2014.

The USD$5,000,000 Stage 1 investment by the Pan-African investment company Vandasia Investments Limited (Vandasia) for subscription of 20,367,127 fully paid shares, equates to AUD$0.277 per share which is a premium of 45.6% to the Company’s closing share price on 8 September prior to announcement of the Transaction.

On completion of Stage 2 of the transaction, Sunbird will have received over AUD$25,000,000 in capital (subject to exchange rates) and will secure a major strategic partner in Vandasia to help advance development of the Ibhubesi Gas Project in South Africa. Stage 2 of the investment, which is subject to shareholder approval and execution of a Gas Sales Term Sheet with a potential customer, is due for completion by 30 November 2014.

The Transaction involves two capital raisings at the equivalent weighted average price of approximately AUD$0.37 per share (subject to exchange rates) and the acquisition and conversion of 47,750,000 existing AUD$0.20 options, providing Vandasia a 43.9% interest in the Company. Overall, the transaction is priced at a premium of approximately 80% to Sunbird's closing share price on 8 September prior to announcement of the Transaction.

The Transaction will deliver the funding required to advance the Ibhubesi Gas Project to commercialisation and provides Sunbird with a highly capable strategic shareholder with extensive industry experience in Africa.

Sunbird is pleased to welcome Vandasia as a strategic partner and major new shareholder. The investment by Vandasia demonstrates the value proposition of the Ibhubesi Gas Project as South Africa’s largest undeveloped gas field and the advanced nature of Sunbird’s gas supply negotiations.

STAGE 1 TRANSACTION DETAILS

Dilution to existing shareholders as a result of the issue under Listing Rule 7.1 is 14.9% (17,448,750 shares), dilution to existing shareholders as a result of the issue under Listing Rule 7.1A is 2.51% (2,918,377 shares) and the total dilution to existing shareholders is 17.5% (20,367,127 shares).

The 2,918,377 shares issued under Listing Rule 7.1A were issued for cash consideration. The Company issued the shares as a placement under Listing Rule 7.1A to Vandasia as a placement was considered the most efficient mechanism for the Company to raise funds, attract a cornerstone investor and valued strategic partner to the Company.

Sunbird Energy Ltd – ACN 150 956 773 Level 1, 50 Ord Street, West Perth, WA 6005 www.sunbirdenergy.com T: +61 (0) 8 9463 3260 F: +61 (0) 8 9462 6630

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No underwriting arrangements are in place for the issue of shares under Listing Rule 7.1A.

Fees payable to Musa Capital as Sunbird’s corporate advisor amount to US$250,000, and the issue of 1,500,000 performance rights subject to shareholder approval.

An Appendix 3B and Section 708A(5)(e) Notice are attached.

* ENDS *

For further information please visit www.sunbirdenergy.com or contact:

Will Barker Managing Director, Sunbird Energy Ltd Kerwin Rana Chairman, Sunbird Energy Ltd

Tel: +61 8 9463 3260 Tel: +27 11 484 5005

About Sunbird Energy Ltd

Sunbird Energy Ltd is an ASX-listed (ASX:SNY) gas explorer and developer focused on southern Africa where limited domestic gas supply and growing energy needs have created significant opportunity for the development of large scale energy projects.

Sunbird holds a 76% interest in Ibhubesi Gas Project (IGP) which is the largest undeveloped gas discovery in South Africa, 540 Bcf 2P (SNY 76%: 410 Bcf). The IGP is located within Production Right Block 2A, which covers a 5,000km[2] area within the Orange Basin. The block is located 380km north west of Cape Town and 70 km off the coast of the Northern Cape Province.

The Ibhubesi Gas Project has multiple development opportunities to supply the high value South African energy market including ongoing gas sales negotiations with Eskom for the provision of gas to the existing Ankerlig Power Station, Independent Power Producers and major industrial users.

Sunbird also has a portfolio of five Coal Bed Methane (CBM) projects covering an extensive area (10,070 km[2] ) of prospective coal basins in South Africa and Botswana and with a 644 Bcf 2C (SNY 74%: 477 Bcf) gas resource across its Mopane project in South Africa.

Sunbird Energy Ltd – ACN 150 956 773 Level 1, 50 Ord Street, West Perth, WA 6005 www.sunbirdenergy.com T: +61 (0) 8 9463 3260 F: +61 (0) 8 9462 6630

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NOTICE UNDER SECTION 708A(5)(e) OF THE CORPORATIONS ACT

Sunbird Energy Limited ("Company") has today issued 20,367,127 fully paid ordinary shares ("Shares") pursuant to section 708A(5)(e) of the Corporations Act 2001 (Cth) ("Act"). The Company advises that the Act restricts the on-sale of securities issued without disclosure, unless the sale is exempt under section 708 or 708A. By the Company giving this notice, a sale of the Shares will fall within the exemption in section 708A(5) of the Act.

The Company hereby notifies ASX under paragraph 708A(5)(e) of the Act that:

• 1) the Company issued the securities without disclosure to investors under Part 6D.2 of the Act;

• 2) as at the date of this notice, the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company, and section 674 of the Act; and

• 3) as at the date of this notice, there is no information that is excluded information under section 708A(7) and (8) of the Act that has not already been disclosed to investors generally.

Sunbird Energy Ltd – ACN 150 956 773 Level 1, 50 Ord Street, West Perth, WA 6005 www.sunbirdenergy.com T: +61 (0) 8 9463 3260 F: +61 (0) 8 9462 6630

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Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

Sunbird Energy Limited

ABN

21 150 956 773

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Fully Paid Ordinary Shares
	20,367,127
	Fully Paid Ordinary Shares

• See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2	Yes
	$0.28
	20,367,127 Fully Paid Ordinary Shares issued by the Company to sophisticated and professional investor pursuant to a private placement
	Yes
	25 November 2013
	17,448,750
	2,918,377
	Nil
	Nil

• 6g If securities issued under rule n/a 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.

• 6h If securities were issued under rule n/a 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

• 6i Calculate the entity’s remaining 0 – capacity under Listing Rule 7.1

• issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 8,714,123 – capacity under Listing Rule 7.1A

• and release to ASX Market Announcements

• 7 Dates of entering[+] securities into 7 October 2014 uncertificated holdings or despatch of certificates Number +Class

• 8 Number and +class of all 136,692,127 Ordinary Shares +securities quoted on ASX ( including the securities in section 2 if applicable)

• See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

9 Number and +class of all +securities not quoted on ASX (_including_the securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)		Number	+Class
		Performance Rights 9,150,000 Unlisted Options 5,000,000 53,000,000 4,000,000 4,000,000 4,000,000 5,000,000 5,000,000 5,000,000 5,000,000 1,000,000 500,000 1,000,000 3,500,000 1,500,000 1,000,000	Vest on satisfaction of various performance milestones between 1 November 2013 and 1 May 2015 Options ex 20c exp 19/01/15 Options ex 20c exp 19/01/15 Options ex 20c exp 19/01/15 Options ex 20c exp 19/01/16 Options ex 20c exp 19/01/17 Options ex 25c exp various dates Options ex 30c exp various dates Options ex 25c exp various dates Options ex 30c exp various dates Options ex 50c exp 22/5/2016 Options ex 20c exp 22/11/2015 Options ex 25c exp 31/12/2015 Options ex 25c exp 31/12/2015 Options ex 20c exp 31/12/2015 Options ex 50c exp 1/10/2016
		The Company does not have a dividend policy

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval n/a required?

12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a

• See chapter 19 for defined terms.

Appendix 3B Page 5

01/08/2012

broker? 31 How do+security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date
	n/a
	n/a
	n/a

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one )

• (a) Securities described in Part 1

• (b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of securities for which NA +quotation is sought 39 Class of +securities for which NA quotation is sought

40 Do the[+] securities rank equally in all NA respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation NA now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

• See chapter 19 for defined terms.

Appendix 3B Page 7

01/08/2012

42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

Number	+Class
NA	NA

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

  • Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that noone has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the[+] securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: ............................................................ Date: 7 October 2014 Company secretary Print name: Richard Barker COMPANY SECRETARY

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	112,700,000
Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	Nil 3,050,000 shares (issued 11 November 2013) 375,000 shares (issued 26 February 2014) 200,000 shares (issued 4 July 2014)
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	Nil
“A”	116,325,000

• See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	17,448,750
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	17,448,750
“C”	17,448,750
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	17,448,750
Subtract“C” Note: number must be same as shown in Step 3	17,448,750
Total[“A” x 0.15] – “C”	0 [Note: this is the remaining placement capacity under rule 7.1]

Part 2

Part 2	Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	116,325,000
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	11,632,500
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	2,918,377
“E”	2,918,377

• See chapter 19 for defined terms.

Appendix 3B Page 11

01/08/2012

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	11,632,500
Subtract“E” Note: number must be same as shown in Step 3	2,918,377
Total[“A” x 0.10] – “E”	8,714,123 [Note: this is the remaining placement capacity under rule 7.1A]