INVICTUS ENERGY LTD — Capital/Financing Update 2021

Dec 28, 2021

HIGHLIGHTS

• $3.5m Placement to sophisticated & institutional investors

• Up to $2m Share Purchase Plan Offer

• Placement & SPP participants to receive attaching option on a 1-for-2 basis, exercise price of $0.14 & 3- year term

• 2-Well Drilling Program planned for 1HCY22, with proceeds to be used to fund the mobilisation of the Exalo #202 drilling rig and long lead items

• Muzarabani-1 well targeting prospective resources of 8.2 Tcf + 247 million barrels conventional gas condensate[1 ]

Invictus Energy Limited ("Invictus" or "the Company"), is pleased to announce a Placement of $3.5m and Share Purchase Plan (“SPP”) of up to $2m to raise a total aggregate amount of up to $5.5m (“Capital Raising”).

About Invictus Energy

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 250,000 acres within the Cabora Bassa Basin in Zimbabwe. Special Grant 4571 contains the world class multiTCF Mzarabani and Msasa conventional gas-condensate prospects.

Board & Management

Dr Stuart Lake

NON-EXECUTIVE CHAIRMAN

Joe Mutizwa

NON-EXECUTIVE & DEPUTY CHAIRMAN

Invictus Managing Director Scott Macmillan commented:

Scott Macmillan

MANAGING DIRECTOR

“We are pleased to offer our long-term and loyal shareholders the right to participate in a SPP alongside the placement participants. As announced on 9 December 2021, we are positioning Invictus to undertake a 2-well exploration campaign commencing 1H 2022 including the drilling of Muzarabani-1 well targeting prospective[#] resources of 8.2 Tcf + 247 million barrels conventional gas condensate[1] . The placement & SPP follows on from recent announcements securing the Exalo #202 Rig and a farm in option agreement with Cluff Energy Africa Limited.

Gabriel Chiappini

NON-EXECUTIVE DIRECTOR & COMPANY SECRETARY

Brent Barber

COUNTRY MANAGER

We have a busy 1[st] half of 2022 planned with finalisation of our data processing for our seismic survey, update of our prospect and lead inventory, conclusion of our farm-out process and securing long lead items as we embark on our planned 2-well drilling campaign of our world class asset including the Muzarabani-1 well which will be one of the largest conventional targets drilled globally in 2022.”

L1 10 Outram Street, West Perth, WA 6005 Australia T: +61 8 6102 5055 E: info@invictusenergy.com

Invictus Energy Limited ABN 21 150 956 773

www.invictusenergy.com

Capital Raising

1. Placement

The Company has received firm commitments from sophisticated and institutional investors to raise $3.5m (before costs) by way of placement (Placement). Under the Placement, Invictus will issue 35,000,000 new fully paid ordinary shares (New Shares) at an issue price of $0.10 per New Share, which represents a 13.0% discount to last closing price of Invictus shares on 22 December 2021, being the last trading date before the Placement, and a 14.1% discount to the 5-day VWAP prior to that date.

Use of Funds

The proceeds from the Placement will be used to fund a range of initiatives to further develop Invictus’s flagship Cabora Bassa Project, these include:

• Payment of the rig mobilisation fee

• Purchase of long lead items for the planned 2-well drilling programme

• Finalisation of the data processing of CB21 Seismic Surve

2. Share Purchase Plan

In concert with the Placement, Invictus is pleased to offer all eligible shareholders a SPP to raise up to $2.0m, resulting in a maximum of 20,000,000 shares being issued under the SPP. All eligible shareholders will have the opportunity to apply for up to $30,000 worth of New Shares.

The issue price under the SPP of $0.10 is equal to that of the New Shares issued under the Placement, with SPP participants also receiving attaching option on a 1-for-2 basis, at a strike price of $0.14, with a 3-year term. No brokerage or commissions are payable by shareholders in respect to the New Shares applied for under the SPP. 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.

The Offer is offered exclusively to all Eligible Shareholders (including Custodians), being registered holders of Shares as at 7.00pm (AEDT) on 24 December 2021 (Record Date) with a registered address in Australia and New Zealand, and not resident or located in the United States or any other jurisdiction in or into which an offer of New Shares would be unlawful, who meet certain other conditions as expressly prescribed in the Terms & Conditions (Eligible Shareholders).

Eligible shareholders who wish to participate in the SPP will be required to complete the personalised application form accompanying the SPP offer document and pay the applicable funds in accordance with the instructions in those documents, prior to the closing date of the SPP.

Proceeds from the SPP will be allocated to further purchases of long lead items for the planned 2-well drilling campaign and for general working capital.

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SPP Indicative Timetable[(i)]

Details	Date
Record Date for Share Purchase Plan	24-Dec-2021
Announce Share Purchase Plan and placement and Lodge Appendix 3B	29 -Dec-2021
Issue of Shares under Placement, and lodge Appendix 2A and Cleansing Notice with ASX	6-Jan-2022
Lodgement of Share Purchase Plan Prospectus/offer booklet to shareholders	10-Jan-2022
Opening date for Share Purchase Plan	10-Jan-2022
Closing date for Share Purchase Plan	27-Jan-2022
Announcement of result of Share Purchase Plan	1-Feb-2022
Issue of new Shares under the Share Purchase Plan and lodge Appendix 2A	2-Feb-2022

• (i) The Directors reserve their right, subject to the Corporations Act and the ASX Listing Rules, to vary the closing date without prior notice, including closing the Offer early. Accordingly, the Directors encourage any Eligible Shareholders (including Custodians) wishing to participate in the Offer to lodge their Application Forms and/or remit their Application Monies as soon as possible. If the closing date is varied, subsequent dates may also be varied accordingly.

The Placement shares of 35,000,000 are to be issued under the Company’s placement capacity pursuant to ASX Listing Rule 7.1A. The Placement Options are to be issued under the Company’s placement capacity pursuant to ASX Listing Rule 7.1. Shares issued under the SPP will issued under an exception per ASX Listing Rule 7.2. The SPP options will be issued under a separate prospectus and be issued utilising the Company’s ASX Listing Rule 7.1 capacity.

PAC Partners acted as lead manager to the placement and will be paid a management fee of 2% and a selling fee of 4% for the placement funds received. PAC Partners to receive lead manager unlisted options on a ratio of 1-for-8 of the total placement shares issued, with an exercise price of $0.14, unlisted, with a 3- year expiry period. PAC Partners options will be issued under the Company’s ASX Listing Rule 7.1 allowance.

- Ends -

Authorised for release by the Board

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

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About the Cabora Bassa Project

The Cabora Bassa Project encompasses the Muzarabani Prospect, an 8.2 TCF and liquids rich conventional gascondensate 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. The Company is advancing the current exploration program with the acquisition of infill seismic data for a planned 1H 2022 basin opening drilling campaign.

#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.

The Company is not aware of any new information and that all material assumptions and technical parameters underpinning prospective resource estimate continue to apply and have not materially changed.

1: For further details on the Prospective Resource refer to the 1 July 2019 ASX announcement

*Giant fields are conventional oil or gas fields with a recoverable reserve of 500 MMboe or more as defined by the American Association of Petroleum Geologists (AAPG)

*Elephant fields are conventional oil or gas fields with a recoverable reserve of 1 Billion boe (1,000 MMboe) or more as defined by the American Association of Petroleum Geologists (AAPG)

SG 4571 - Special Grant Permit 4571 was granted in August 2017. The Company entered into the second exploration period in August 2020 which runs until June 2024. Invictus has an 80% equity stake in SG4571 via its subsidiary Geo Associates (Private) Limited

For further information, please contact:

Scott Macmillan

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

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