INVICTUS ENERGY LTD — Capital/Financing Update 2021

Dec 28, 2021

Proposed issue of securities

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Announcement Summary

Entity name

INVICTUS ENERGY LTD

Announcement Type

New announcement

Date of this announcement

29/12/2021

The Proposed issue is:

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An offer of securities under a securities purchase plan

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Unlisted Option	15,000,000
confirmed
IVZ	ORDINARY FULLY PAID	30,000,000

+Record date

24/12/2021

Offer closing date

27/1/2022

+Issue date

3/2/2022

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

INVICTUS ENERGY LTD

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number 21150956773

1.3 ASX issuer code

IVZ

1.4 The announcement is

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New announcement

1.5 Date of this announcement

29/12/2021

1.6 The Proposed issue is:

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An offer of +securities under a +securities purchase plan

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Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan issue can proceed on an unconditional basis? No

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Part 4B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

IVZ : ORDINARY FULLY PAID

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

IVZ : ORDINARY FULLY PAID

Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 30,000,000

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? No

Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes

Is the minimum acceptance unit based or dollar based? Dollar based ($)

Please enter the minimum acceptance value

$ 2,000

Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? Yes Is the maximum acceptance unit based or dollar based? Dollar based ($)

Please enter the maximum acceptance value

$ 30,000

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Proposed issue of securities

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Describe all the applicable parcels available for this offer in number of securities or dollar value $2,000, $5,000, $10,000, $15,000, $20,000, $25,000 & $30,000

Offer price details Has the offer price been determined? Yes In what currency will the offer What is the offer price per be made? +security? AUD - Australian Dollar AUD 0.10000 Oversubscription & Scale back details Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements Applications will be processed on a first-come-first-served principle, if applications under the SPP exceed $2.0m, the Company reserves the right to close the SPP early. In the event of oversubscriptions, the Directors may also, in their absolute discretion, decide to increase SPP acceptances by a further $1.0m. Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

The proposed attaching security can only be of an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX) New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Unlisted Option +Security type Options

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Offer ratio (ratio of attaching securities at which the new +securities will be issued)

The quantity of attaching +securities to be issued	For a given quantity of the new +securities issued
1	2
What will be done with fractional entitlements?	Maximum total number of those +securities that could be
Fractions rounded down to the nearest whole number or fractions disregarded	issued if all offers under the +securities purchase plan are accepted 15,000,000
Offer price details
Has the offer price been determined?
Yes
In what currency will the offer be made?	What is the offer price per +security?
AUD - Australian Dollar	AUD 0.10000

Please confirm whether the offer of the attaching +securities is a separate offer to the offer pursuant to the +security purchase plan No Please confirm whether the attaching +securities are being offered under a +disclosure document or +PDS Yes

Oversubscription & Scale back details

Will a scale back be applied if the offer is over-subscribed?

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Yes

Describe the scale back arrangements

Applications will be processed on a first-come-first-served principle, if applications under the SPP exceed $2.0m, the Company reserves the right to close the SPP early. In the event of oversubscriptions, the Directors may also, in their absolute discretion, decide to increase SPP acceptances by a further $1.0m.

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

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Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price

AUD 0.1400

Expiry date 31/1/2025

Details of the type of +security that will be issued if the option is exercised

IVZ : ORDINARY FULLY PAID

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Number of securities that will be issued if the option is exercised if oversubscriptions allowed to maximum 15,000,000

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

Please refer to the Company's ASX Capital Raising announcement on 29 December 2021

Part 4C - Timetable

4C.1 Date of announcement of +security purchase plan

29/12/2021

4C.2 +Record date 24/12/2021

4C.3 Date on which offer documents will be made available to investors

10/1/2022

4C.4 Offer open date

10/1/2022

4C.5 Offer closing date

27/1/2022 4C.7 +Issue date and last day for entity to announce results of +security purchase plan offer 3/2/2022

Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Yes

Part 4E - Fees and expenses

4E.1 Will there be a lead manager or broker to the proposed offer? No

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4E.2 Is the proposed offer to be underwritten?

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No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission?

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No

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

not applicable

Part 4F - Further Information

4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

The proceeds from the Placement will be used to fund a range of initiatives to further develop Invictus¿s flagship Cabora Bassa Project and general working capital

4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer

AUSTRIA, CHINA, GIBRALTAR, HONG KONG, MALAYSIA, SEYCHELLES, SINGAPORE, SOUTH AFRICA, SWITZERLAND, THAILAND, UNITED KINGDOM, USA & ZIMBABWE

4F.3 URL on the entity's website where investors can download information about the proposed offer

www.invictusenergy.com/

4F.4 Any other information the entity wishes to provide about the proposed offer

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