INVICTUS ENERGY LTD — Capital/Financing Update 2019

Nov 19, 2019

ASX ANNOUNCEMENT ASX: IVZ

ASX ANNOUNCEMENT

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ABOUT INVICTUS ENERGY LTD

Invictus Energy Ltd is an independent oil and gas exploration company focused on high impact energy resources in subSaharan Africa. Our asset portfolio consists of a highly prospective 250,000 acres within the Cabora Bassa Basin in Zimbabwe. Special Grant 4571 contains the world class multi-TCF Mzarabani and Msasa conventional gas-condensate prospects.

BOARD & MANAGEMENT

Dr Stuart Lake Non-Executive Chairman

Scott Macmillan Managing Director

20 NOVEMBER 2019

PLACEMENT COMPLETED $1.5 MILLION

Invictus Energy Limited ("Invictus" or "the Company") (ASX:IVZ) is pleased to confirm that further to the announcement on 12 November 2019 it has completed a Placement to raise $1.5 million (before costs) by issuing 57,692,314 shares at an issue price of $0.026.

Shares were issued to new and existing institutional and sophisticated investors under the Company’s existing ASX Listing Rule 7.1 and 7.1A placement capacity. A total of 18,592,125 shares were issued under the Company’s Listing Rule 7.1 allowance and 39,100,189 shares were issued in accordance with Listing Rule 7.1A.

Ashanti Capital acted as Lead Manager to the Placement.

Brent Barber Country Manager

Barnaby Egerton-Warburton Non-Executive Director

Eric de Mori Non-Executive Director

Gabriel Chiappini Non-Executive Director & Company Secretary

Together with the existing cash reserves, the new funds ensure Invictus is well funded through this growth phase as farm-out discussions develop, preparatory works for the on ground exploration phase commence, the Company progresses its Corporate Social Responsibility program within the community resulting from the completed Environmental Impact Assessment field survey, and government discussions on the petroleum regulatory framework.

Invictus Energy Limited Invictus Energy Limited ABN 21 150 956 773 24 Outram Street, West Perth WA 6005 Australia ABN 21 150 956 773 T: +61 8 6102 5055 E: info@invictusenergy.com 50 Ord Street, West Perth WA 6005 Australia info@invictusenergy.com 24 Outram Street, West Perth, WA 6005 Australia T: +61 8 6102 5055 E: info@invictusenergy.com

www.invictusenergy.com www.invictusenergy.com

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For further information, please contact:

Scott Macmillan Managing Director P + 61 (08) 6102 5055 info@invictusenergy.com

Corporate Advisor Ashanti Capital P +61 (08) 6169 2668

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Corporate Advisor and Lead Manager

For further information on Invictus Energy, please visit the Company's website at www.invictusenergy.com

About the Cabora Bassa Project

The Cabora Bassa Project encompasses the Mzarabani Prospect, a multi-TCF and liquids rich conventional gas-condensate target, which is potentially the largest, undrilled seismically defined structure onshore Africa. The prospect is defined by a robust dataset acquired by Mobil in the early 1990s that includes seismic, gravity, aeromagnetic and geochemical data.

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#Cautionary Statement: The estimated quantities of petroleum that may be potentially recovered by the application of a future development project relate to undiscovered accumulations. These estimates have both an associated risk of discovery and a risk of development. Further exploration, appraisal and evaluation are required to determine the existence of a significant quantity of potentially movable hydrocarbons. Prospective Resource assessments in this release were estimated using probabilistic methods in accordance with SPE-PRMS standards.

IVZ ASX ANNOUNCEMENT | PAGE 2

ASX ANNOUNCEMENT ASX: IVZ

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ABOUT INVICTUS ENERGY LTD

Invictus Energy Ltd is an independent oil and gas exploration company focused on high impact energy resources in sub-Saharan Africa. Our asset portfolio consists of a highly prospective portion of the Cabora Bassa Basin in Zimbabwe, one of the largest under-explored interior rift basins in Africa.

20 NOVEMBER 2019

CLEANSING NOTICE

Invictus Energy Limited ("Invictus" or "the Company") , confirms that on 19 November 2019 it completed the issue of 57,692,314 fully paid ordinary shares in the capital of the Company. The Shares were allotted pursuant to a placement announced on 12 November 2019 and were issued at $0.026 per share.

BOARD & MANAGEMENT

Scott Macmillan Managing Director

Brent Barber Country Manager

Barnaby Egerton-Warburton Non-Executive Director

Eric de Mori Non-Executive Director

Gabriel Chiappini Non-Executive Director and Company Secretary

invictusenergy.com

The Company gives notice pursuant to section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act) that:

1. the Company issued the Shares without disclosure under Part 6D.2 of the Corporations Act; and

2. as at the date of this notice, the Company has complied with:

(a) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

• (b) section 674 of the Corporations Act; and

• as at the date of this notice, there is no information to be disclosed which is excluded information (as defined in sections 708A(7) and 708A(8) of the Corporations Act) that is reasonable for investors and their professional advisers to expect to find in a disclosure document. ‘Excluded Information’ is information:

• (a) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

• (b) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

• (i) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

• (ii) the rights and liabilities attaching to the Shares.

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Invictus Energy Limited ABN 21 150 956 773

www.invictusenergy.com

50 Ord Street, West Perth WA 6005 Australia T: +61 8 6102 5055 E: info@invictusenergy.com 50 Ord Street, West Perth WA 6005 Australia info@invictusenergy.com

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

Invictus 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
	57,692,314 Shares

4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities? 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	Yes
	Shares issued at $0.026 per share
	Continued development of the Cabora Bassa project
	Yes
	15 November 2019
	18,592,125
	39,100,189

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	n/a
	n/a

6g If securities issued under rule 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 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 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and+class of all+securities quoted on ASX (_including_the securities in section 2 if applicable)	Yes $0.02918 IRESS
	n/a
	Refer to Annexure 1
	19 November 2019
	Number	+Class
	448,694,206	Ordinary Shares

• 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
		31,587,822 44,179,281 35,000,000 500,000 3,000,000 3,000,000 3,000,000	Class B Performance Shares Class C Performance Shares Unlisted Options, $0.06 exercise, expire 25 June 2021 Shares escrowed 31 July 2020 Options, $0.06 exercise, expire 31 July 2022 Options, $0.09 exercise, expire 31 July 2022 Options, $0.12 exercise, expire 31 July 2022
		The Company does not have a dividend policy

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

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.

Gabriel Chiappini Director/Company Secretary 19 November 2019

• See chapter 19 for defined terms.

Appendix 3B Page 5

01/08/2012

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

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Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
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Insert number of fully paid ordinary 365,746,191
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities
25,755,701
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
Subtract the number of fully paid ordinary
securities cancelled during that 12 month
period
“A” 391,501,892
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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	58,725,284
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	18,592,125
“C”	18,592,125
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	58,725,284
Subtract“C” Note: number must be same as shown in Step 3	18,592,125
Total[“A” x 0.15] – “C”	40,133,159

placement capacity under rule 7.1
“A” x 0.15
	58,725,284
Note: number must be same as shown in
Step 2
Subtract“C”
Note: number must be same as shown in
Step 3	18,592,125
Total[“A” x 0.15] – “C”	40,133,159

• See chapter 19 for defined terms.

Appendix 3B Page 7

01/08/2012

Part 2

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Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A”
391,501,892
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Multiply “A” by 0.10 39,150,189
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of equity securities issued 39,100,189
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
“E” 39,100,189
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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	39,150,189
Subtract“E” Note: number must be same as shown in Step 3	39,100,189
Total[“A” x 0.10] – “E”	50,000

• See chapter 19 for defined terms.

Appendix 3B Page

01/08/2012