INVICTUS ENERGY LTD — Proxy Solicitation & Information Statement 2022

Jun 20, 2022

INVICTUS ENERGY LTD ACN 150 956 773 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 11:00am (Perth time) DATE : 22 July 2022 PLACE : Level 1 10 Outram Street WEST PERTH WA 6005

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

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 Shareholders at 5.00pm (Perth time) on 20 July 2022.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF DECEMBER PLACEMENT – LISTING RULE 7.1A

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 35,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

2. RESOLUTION 2 – RATIFICATION OF DECEMBER PLACEMENT OPTIONS – LISTING RULE 7.1

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 17,500,000 Options on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

3. RESOLUTION 3 – RATIFICATION OF THE ISSUE OF SHARES TO THE MANGWANA OPPORUNTITIES FUND IN THE DECEMBER PLACEMENT – LISTING RULE 7.1A

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 5,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

4. RESOLUTION 4 – RATIFICATION OF THE ISSUE OF SHARES TO THE MANGWANA OPPORUNTITIES FUND IN THE DECEMBER PLACEMENT – LISTING RULE 7.1

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 2,500,000 Options on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

5. RESOLUTION 5 – RATIFICATION OF SPP OPTIONS – LISTING RULE 7.1

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 Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 20,000,000 Options on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

6. RESOLUTION 6 – RATIFICATION OF BROKER OPTIONS (DECEMBER PLACEMENT) – LISTING RULE 7.1

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 4,375,000 Options on the terms and conditions set out in the Explanatory Statement.”

7. A VOTING EXCLUSION STATEMENT APPLIES TO THIS RESOLUTION. PLEASE SEE BELOW.RESOLUTION 7 – RATIFICATION OF MAY PLACEMENT – LISTING RULE 7.1

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 38,037,129 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

8. RESOLUTION 8 – RATIFICATION OF MAY PLACEMENT – LISTING RULE 7.1A

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 18,710,466 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

9. RESOLUTION 9 – APPROVAL TO ISSUE MAY PLACEMENT OPTIONS

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 30,013 083 Options on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

10. RESOLUTION 10 – APPROVAL TO ISSUE ADDITIONAL MAY PLACEMENT SHARES

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 1,850,000 Shares on the terms and conditions set out in the Explanatory Statement.”

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A voting exclusion statement applies to this Resolution. Please see below.

11. RESOLUTION 11 – APPROVAL FOR DIRECTOR TO PARTICIPATE IN MAY PLACEMENT

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 1,428,570 Shares and 714,285 Options to Mr Joseph Mutizwa (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

12. RESOLUTION 12 – APPROVAL TO ISSUE BROKER OPTIONS (MAY PLACEMENT)

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 7,503,271 Options on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

13. RESOLUTION 13 – ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY – SCOTT MACMILLAN

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution :

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 5,000,000 Class A Performance Rights and 5,000,000 Class B Performance Rights to Scott Macmillan (or their nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

14. RESOLUTION 14 – ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY – STUART LAKE

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution :

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 3,500,000 Class A Performance Rights and 3,500,000 Class B Performance Rights to Stuart Lake (or their nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

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15. RESOLUTION 15 – ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY – JOE MUTIZWA

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution :

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 3,500,000 Class A Performance Rights and 3,500,000 Class B Performance Rights to Joe Mutizwa (or their nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

16. RESOLUTION 16 – ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY – GABRIEL CHIAPPINI

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution :

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 3,500,000 Class A Performance Rights and 3,500,000 Class B Performance Rights to Gabriel Chiappini (or their nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

17. RESOLUTION 17 – REPLACEMENT OF CONSTITUTION

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to repeal its existing Constitution and adopt a new constitution in its place in the form as signed by the chairman of the Meeting for identification purposes.”

Dated: 14 June 2022

By order of the Board

Gabriel Chiappini Company Secretary

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Voting Prohibition Statements

Resolution 9 – Issue of Shares to Related Parties

In accordance with section 224 of the Corporations Act, a vote on Resolution 9 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 (Excluded Party). However, the above 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 an 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 an 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.

Resolutions 13 - 16 – Issue of Performance Rights to Related Parties

In accordance with section 224 of the Corporations Act, a vote on any of these Resolutions must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the relevant Resolution would permit a financial benefit to be given, or an associate of such a related party (Excluded Party). However, the above 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 an 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 an 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.

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Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons:

Resolution 1 – Ratification of December Placement – Listing Rule 7.1A	A person who participated in the issue or is a counterparty to the agreement being approved (namely the participants in the December Placement) or an associate of that person or those persons.
Resolution 2 – Ratification of December Placement Options – Listing Rule 7.1	A person who participated in the issue or is a counterparty to the agreement being approved (namely the participants in the December Placement) or an associate of that person or those persons.
Resolutions 3 and 4 – Ratification of issue of Securities to Mangwana Opportunities Fund under the December Placement	A person who participated in the issue or is a counterparty to the agreement being approved (namely the Mangwana Opportunities Fund) or an associate of that person or those persons.
Resolution 5 – Ratification of SPP Options – Listing Rule 7.1	ASX has granted a waiver to enable all Shareholders to vote on Resolution 3.
Resolution 6– Ratification of December Broker Options – Listing Rule 7.1	A person who participated in the issue or is a counterparty to the agreement being approved (namely PAC Partners or any of their nominees) or an associate of that person or those persons.
Resolution 7 – Ratification of May Placement – Listing Rule 7.1	A person who participated in the issue or is a counterparty to the agreement being approved (namely the participants in the May Placement) or an associate of that person or those persons.
Resolution 8 – Ratification of May Placement – Listing Rule 7.1A	A person who participated in the issue or is a counterparty to the agreement being approved (namely the participants in the May Placement) or an associate of that person or those persons.
Resolution 9 – Approval to issue May Placement Options	A 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 an associate of that person (or those persons).
Resolution 10 – Approval to issue additional May Placement Shares	A 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 an associate of that person (or those persons).
Resolution 11 – Approval for Director to Participate in May Placement	Mr Joseph Mutizwa (or their nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.
Resolution 12 – Approval to issue May Broker Options	A 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 an associate of that person (or those persons).
Resolution 13 – Issue of Performance Rights to Related Party – Scott Macmillan	Scott Macmillan (or their nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.
Resolution 14 – Issue of Performance Rights to Related Party – Stuart Lake	Stuart Lake (or their nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.
Resolution 15 – Issue of Performance Rights to Related Party – Joe Mutizwa	Joe Mutizwa (or their nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

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Resolution 16 – Issue of Gabriel Chiappini (or their nominee) and any other person who will Performance Rights to obtain a material benefit as a result of the issue of the securities Related Party – Gabriel (except a benefit solely by reason of being a holder of ordinary Chiappini securities in the Company) or an associate of that person or those persons.

However, this does not apply to a vote cast 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 the 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 by proxy

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

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

• each Shareholder has a right to appoint a proxy;

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

• a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two 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:

• 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.

Voting in person

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

You may still attend the meeting and vote in person even if you have appointed a proxy. If you have previously submitted a Proxy, your attendance will not revoke your proxy appointment unless you actually vote at the meeting for which the proxy is proposed to be used, in which case, the proxy’s appointment is deemed to be revoked with respect to voting on that resolution.

Please bring your personalised Proxy with you as it will help you to register your attendance at the meeting. If you do not bring your Proxy with you, you can still attend the meeting but representatives from Automic will need to verify your identity. You can register from 10.30am (Perth time) on the day of the meeting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6102 5055.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. BACKGROUND

1.1 Placements

Since the Company’s Annual General Meeting, the Company has undertaken two placements and a share purchase plan.

On 29 December 2021, the Company announced that it had received commitments for a placement to raise $3.5 million through the issue of 35 million Shares at $0.10 per Share together with 1 Option for every 2 Shares subscribed for ( December Placement ). Subsequent to that announcement, on 17 January 2022, via a supplementary prospectus, the Company announced that it had increased the amount raised under the placement to $4 million following the commitment from the Mangwana Opportunities Fund for a further $500,000.

Them on 23 May 2022, the Company announced that it had received commitments for a placement to raise a further $12 million through the issue of 60 million Shares at $0.20 per Share together with 1 Option for every 2 Shares subscribed for ( May Placement ).

1.2 Resolutions

Resolutions 1 to 6 relate to the December Placement and seek approval to ratify issues of Shares and Options associated with the December Placement.

Resolutions 7 to 12 relate to the May Placement and relate to:

• (a) the ratification of Shares under Listing Rules 7.1 (Resolutions 7 and 8);

• (b) approval for the issue of Options associated with the May Placement (Resolutions 9 and 11);

• (c) approval for one of the Company’s largest shareholders to participate in the May Placement (Resolution 10); and

• (d) approval for a Director, Mr Joseph Mutizwa, to participate in the May Placement (Resolution 11).

In addition, Resolution 13 proposes minor amendments to the Company’s Constitution to address recent amendments to the Corporations Act relating to the distribution of electronic communications and the holding of meetings.

1.3 Use of funds

1.3.1 December Placement

As announced on 29 December 2021, and updated in the supplementary prospectus on 17 January 2022, funds raised under the December Placement (together with funds raised from the share purchase plan) have been used for:

• (a) payment of rig mobilisation fees;

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• (b) purchasing of long lead time items for the planned 2-well drilling programme;

• (c) finalisation of data processing of the CB21 seismic survey undertaken;

• (d) a prospective Resource update; and

• (e) general working capital.

1.3.2 May Placement

As announced on 23 May 2022, the funds raised from the May Placement are intended to be used for:

• (a) funding the upcoming Mukuyu-1 drilling programme;

• (f) working capital; and

• (g) expenses of the capital raising.

2. RESOLUTIONS 1 TO 4 – RATIFICATION OF ISSUE OF SHARES FOR DECEMBER PLACEMENT

2.1 General

Resolutions 1 to 4 seek approval to ratify the prior issue of Shares and Options under the December Placement. Resolution 1 seeks to ratify the issue of Shares issued under the Listing Rule 7.1A and Resolution 2 seeks to ratify the issue of the accompanying Options. Resolutions 3 and 4 seek to ratify the issue of Shares and Options that were considered part of the December Placement but which occurred in March 2022.

Broadly speaking, and subject to a number of exceptions, 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 shares it had on issue at the start of that period.

Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained approval to increase its limit to 25% at the annual general meeting held in November 2021.

The issue of the Shares and Options does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 10% limit in Listing Rule 7.1A (for the Shares) and 15% limit in Listing Rule 7.1 (for the Options), reducing the Company’s capacity to issue further equity securities without Shareholder approval for the 12 month period following the date of issue of those Shares and Options.

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 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rules 7.1 and 7.1A. Accordingly, the Company is seeking

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Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the December Placement Shares and Options under Resolutions 1 and 3 (Listing Rule 7.1A), and 2 and 4 (Listing Rule 7.1).

2.2 Technical information required for Resolution 1

If Resolution 1 is passed, the 35,000,000 Shares will be excluded in calculating the Company’s 10% limit in Listing Rule 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of those Shares.

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

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

• (a) the Shares were issued to professional and sophisticated investors who are clients of PAC Partners ( Lead Manager ). The recipients were identified through a bookbuild process, which involved the Lead Manager seeking expressions of interest to participate in the capital raising from nonrelated parties of the Company;

• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) 35 million Shares were issued and the Shares issued were 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 Shares were issued on 6 January 2022;

• (e) the issue price was $0.10 per Share. The Company has not and will not receive any other consideration for the issue of the Shares;

• (f) the purpose of the issue of the Shares is set out in Section 1.3.1 above; and

• (g) the Shares were not issued under an agreement.

2.3 Technical information required for Resolution 2

If Resolution 2 is passed, the 17.5 million Options will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of those Options.

If Resolution 2 is not passed, the Options will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of

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equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Options.

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 2:

• (a) the Options were issued to professional and sophisticated investors who participated in the December Placement the subject of Resolution 1 on the basis of 1 Option for every 2 Shares issued;

• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) 17.5 million Options were issued on the terms and conditions set out in Schedule 1;

• (d)

• the Options were issued on 6 January 2022;

• (e) the Options were issued for no cash consideration on the basis of 1 Option for every 2 Shares issued under the December Placement. Should the Options be exercised, the Company will receive $0.14 for each Option exercised;

• (f) the purpose of the issue of the Options is as set out in Section 1 above; and

• (g) the Options were not issued under an agreement.

2.4 Technical information required for Resolution 3

If Resolution 3 is passed, the 5,000,000 Shares will be excluded in calculating the Company’s 10% limit in Listing Rule 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of those Shares.

If Resolution 3 is not passed, the Shares will be included in calculating the Company’s 10% limit in Listing Rule 7.1A, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Shares.

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 3:

• (a) the Shares were issued to the Mangwana Opportunities Fund;

• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company,

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advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) 5 million Shares were issued and the Shares issued were 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 Shares issued on 2 March 2022 after the Mangwana Opportunities Fund provided their cash for the Shares;

• (e) the issue price was $0.10 per Share. The Company has not and will not receive any other consideration for the issue of the Shares;

• (f) the purpose of the issue of the Shares is set out in Section 1.3.1 above; and

• (g) the Shares were not issued under an agreement.

2.5 Technical information required for Resolution 4

If Resolution 4 is passed, the 2.5 million Options will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of those Options.

If Resolution 4 is not passed, the Options will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Options.

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 4:

• (a) the Options were issued to the Mangwana Opportunities Fund;

• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) 2.5 million Options were issued on the terms and conditions set out in Schedule 1;

• (d) 2.5 million Options issued on 2 March 2022, after the Mangwana Opportunities Fund provided their cash for its Shares;

• (e) the Options were issued for no cash consideration on the basis of 1 Option for every 2 Shares issued under the December Placement. Should the Options be exercised, the Company will receive $0.14 for each Option exercised;

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• (f) the purpose of the issue of the Options is as set out in Section 1 above; and

• (g) the Options were not issued under an agreement.

3. RESOLUTION 5 – RATIFICATION OF ISSUE OF SPP OPTIONS

3.1 General

As outlined in Section 1 above, Resolution 5 seeks to ratify the issue of 19,999,734 Options issued to Eligible Shareholders who participated in the share purchase plan prospectus lodged with ASIC on 10 January 2022 ( SPP ).

As summarised in Section 2.1 above, 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 shares it had on issue at the start of that period.

The issue of the Options does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by 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 date of issue of the Options.

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 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Options.

3.2

Voting exclusion

On the basis that all Eligible Shareholders were able to apply for Shares under the SPP and therefore were entitled to receive the Options the subject of Resolution 5, the Company has applied for a waiver to enable all Shareholders to vote on Resolution 5, including Shareholders that receive the Options the subject of Resolution 5. ASX has granted this waiver.

3.3

Technical information required for Resolution 5

If Resolution 5 is passed, the 19.9 million Options will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of those Options.

If Resolution 5 is not passed, the Options will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Options.

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 5:

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• (a) the Options were issued to Eligible Shareholders in the Company who applied for and were issued Shares under the SPP;

• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients under the SPP were:

• (i) other than in relation to the capacity as a Shareholder entitled to participate in the SPP, related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) 19,999,734 Options were issued on the terms and conditions set out in Schedule 1;

• (d) the Options were issued on 25 January 2022;

• (e) the Options were issued for no cash consideration on the basis of 1 Option for every 2 Shares issued under the SPP. Should the Options be exercised, the Company will receive $0.14 for each Option exercised;

• (f) the purpose of the issue of the Options is as set out in Section 1 above; and

• (g) the Options were not issued under an agreement.

4. RESOLUTION 6 – RATIFICATION OF ISSUE OF BROKER OPTIONS (DECEMBER PLACEMENT)

4.1 General

Resolution 6 seeks to ratify the issue of Options issued to PAC Partners for managing the December Placement.

As summarised in Section 2.1 above, 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 shares it had on issue at the start of that period.

The issue of the Options does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by 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 date of issue of the Options.

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 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Options.

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4.2 Technical information required for Resolution 6

If Resolution 6 is passed, the 4,375,000 Options will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of those Options.

If Resolution 6 is not passed, the Options will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Options.

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 6:

• (a) the Options were issued to PAC Partners;

• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) 4,375,000 Options were issued on the terms and conditions set out in Schedule 1;

• (d)

• the Options were issued on 25 January 2022;

• (e) the Options were issued for no cash consideration as part of the fee for PAC Partners assisting with the December Placement;

• (f) the purpose of the issue of the Options is as described in (e) above; and

• (g) the Options were issued under the mandate pursuant to which PAC Partners:

• (i) agreed to assist with the December Placement and be named as the ‘lead manager’;

• (ii) was paid management and selling fees of 2% and 4% respectively; and

• (iii) were issued the Options.

The agreement otherwise contained terms that are standard for a lead manager mandate.

5. RESOLUTIONS 7 AND 8 – RATIFICATION OF ISSUE OF SHARES FOR MAY PLACEMENT

5.1 General

Resolutions 7 and 8 seek approval to ratify the prior issue of Shares under the May Placement. Resolution 7 seeks to ratify the issue of Shares issued under the Listing

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Rule 7.1 and Resolution 8 seeks to ratify the issue of Shares issued under Listing Rule 7.1A.

As summarised in Section 2.1 above, 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 shares it had on issue at the start of that period.

The issue of the Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 10% limit in Listing Rule 7.1A and 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval for the 12 month period following the date of issue of those Shares.

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 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rules 7.1 and 7.1A. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the May Placement Shares.

5.2 Technical information required for Resolution 7

If Resolution 7 is passed, the 38,037,129 Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of those Shares.

If Resolution 7 is not passed, the Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Shares.

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 7:

• (a) the Shares were issued to professional and sophisticated investors who are clients of PAC Partners ( Lead Manager ). The recipients were identified through a bookbuild process, which involved the Lead Manager seeking expressions of interest to participate in the capital raising from nonrelated parties of the Company;

• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

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• (c) 38,037,129 Shares were issued and the Shares issued were 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 Shares were issued on 30 May 2022;

• (e) the issue price was $0.20 per Share. The Company has not and will not receive any other consideration for the issue of the Shares;

• (f) the purpose of the issue of the Shares is set out in Section 1.3.2 above; and

• (g) the Shares were not issued under an agreement.

5.3 Technical information required for Resolution 8

If Resolution 8 is passed, the 18,710,466 Shares will be excluded in calculating the Company’s 10% limit in Listing Rule 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of those Shares.

If Resolution 8 is not passed, the Shares will be included in calculating the Company’s 10% limit in Listing Rule 7.A, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Shares.

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 8:

• (a) the Shares were issued to professional and sophisticated investors who are clients of PAC Partners ( Lead Manager ). The recipients were identified through a bookbuild process, which involved the Lead Manager seeking expressions of interest to participate in the capital raising from nonrelated parties of the Company;

• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) 18,710,466 Shares were issued and the Shares issued were 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 Shares were issued on 30 May 2022;

• (e) the issue price was $0.20 per Share. The Company has not and will not receive any other consideration for the issue of the Shares;

• (f) the purpose of the issue of the Shares is set out in Section 1.3.2 above; and

• (g) the Shares were not issued under an agreement.

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6. RESOLUTION 9 – APPROVAL TO ISSUE OPTIONS UNDER MAY PLACEMENT

6.1 General

As outlined in Section 1 above, under the terms of the May Placement, the Company has agreed to issue 1 Option for every 2 Shares subscribed for, subject to the receipt of Shareholder approval. Resolution 9 seeks approval for the issue of those Options.

As summarised in Section 2.1 above, 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 shares it had on issue at the start of that period.

The proposed issue of these Options would not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

If Resolution 9 is passed, the Company will be able to proceed with the issue of the Options. In addition, the issue of the Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 9 is not passed, the Company will not be able to proceed with the issue of the Options.

6.2 Technical information required for Resolution 9

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 9:

• (a) the Options will be issued to the parties that received Shares under the May Placement;

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) the maximum number of Options to be issued is 30,013,083. The Options will be issued on the terms and conditions set out in Schedule 2;

• (d) the 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 Listing Rules) and it is intended that issue of the Options will occur on the same date;

• (e) no cash consideration will be received for the issue of the Options. However, should the Options be exercised, the Company will receive $0.35 for each Option exercised;

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• (f) the purpose of the issue of the Options is to complete the Company’s obligations under the May Placement, which has raised funds for the purpose set out in Section 1.3.2;

• (g) the Options are not being issued under, or to fund, a reverse takeover.

7. RESOLUTION 10 – APPROVAL TO ISSUE ADDITIONAL MAY PLACEMENT SHARES

7.1 General

Resolution 10 seeks approval to issue an additional 1,850,000 Shares under the May Placement. The Shares will be issued to the Mangwana Opportunities Fund, which is already a Shareholder in the Company.

As summarised in Section 2.1 above, 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 shares it had on issue at the start of that period.

The proposed issue of these Shares would not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

If Resolution 10 is passed, the Company will be able to proceed with the issue of these additional Shares under the May Placement, and the Mangwana Opportunities Fund would also receive Options the subject of Resolution 9. In addition, the issue of the Shares will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 10 is not passed, the Company will not be able to proceed with the issue of the Shares under this Resolution 10 resulting in the Company receiving $370,000 less under the Placement. The associated Options will also not be issued under Resolution 9 above.

7.2 Technical information required for Resolution 10

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 10:

• (a) the Shares will be issued to the Mangwana Opportunities Fund;

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) the maximum number of Shares to be issued is 1,850,000 and the Shares issued will all 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 Shares 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 Listing Rules) and it is intended that issue of the Shares will occur on the same date;

• (e) the Shares will be issued at a price of $0.20 per Share;

• (f) the purpose of the issue of the Shares is to raise funds to be used in the manner set out in Section 1.3.2 above;

• (g) the Shares are not being issued under, or to fund, a reverse takeover.

8. RESOLUTION 11 – APPROVAL FOR DIRECTOR TO PARTICIPATE IN MAY PLACEMENT

8.1 General

Resolution 11 seeks approval for one of the Company’s Directors, Mr Joseph Mutizwa to participate in the May Placement.

8.2 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 participation of Mr Mutizwa will result in the issue of Shares and Options which constitutes giving a financial benefit and Mr Mutizwa, is a related party of the Company by virtue of being a Director.

The Directors (other than Mr Mutizwa, 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 Resolution 11 because the Shares and Options will be issued to Mr Mutizwa (or their nominee) on the same terms as Shares issued to non-related party participants in the Capital Raising and as such the giving of the financial benefit is on arm’s length terms.

8.3

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:

• 10.11.1 a related party;

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

• 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has

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nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

• 10.11.5 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 Shares and Options falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

8.4 Technical information required by Listing Rule 14.1A

If Resolution 11 is passed, the Company will be able to proceed with the issue of the Shares and Options to Mr Mutizwa within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and will raise additional funds which will be used in the manner set out in Section 1.3.2 above. As approval pursuant to Listing Rule 7.1 is not required for the issue of the Shares and Options (because approval is being obtained under Listing Rule 10.11), the issue of the Shares and Options will not use up any of the Company’s 15% annual placement capacity.

If Resolution 11 is not passed, the Company will not be able to proceed with the issue of the Shares and Options and no further funds will be raised in respect of the May Placement.

8.5 Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolution 11:

• (a) the Shares and Options will be issued to Mr Joseph Mutizwa (or their nominee), who falls within the category set out in Listing Rule 10.11.1, as he is a related party of the Company by virtue of being a Director;

• (b) the maximum number of Shares to be issued to Mr Mutizwa (or his nominee) is 1,428,570 Shares and 714,285 Options;

• (c) the 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;

• (d) the Options will be issued on the terms and conditions set out in Schedule 2;

• (e) the Shares and Options will be issued no later than 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 anticipated the Shares and Options will be issued on the same date;

• (f) the issue price will be $0.20 per Share, being the same issue price as Shares issued to other participants in the May Placement. The Company will not receive any other consideration for the issue of the Shares;

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• (g) the Options will be issued for no cash consideration. However, should the Options be exercised, the Company will receive $0.35 per Option exercised.

• (h) the purpose of the issue of Shares and Options is to raise funds to be used in the same manner as all other funds under the May Placement, as set out in Section 1.3.2 above;

• (i) the Shares and Options to be issued under Resolution 11 are not intended to remunerate or incentivise the Director;

• (j) the Shares are not being issued under an agreement; and

• (k) a voting exclusion statements is included in Resolution 11 of the Notice.

9. RESOLUTION 12 – RATIFICATION OF ISSUE OF BROKER OPTIONS (MAY PLACEMENT)

9.1 General

Similar to the December Placement, the Company has agreed to issue Options to PAC Partners for their work acting as lead manager of the May Placement, subject to the receipt of Shareholder approval.

Resolution 12 seeks approval for the issue of those Options on the same terms as all other Options issued under the May Placement.

As summarised in Section 2.1 above, 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 shares it had on issue at the start of that period.

The proposed issue of the Options to PAC Partners does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

If Resolution 12 is passed, the Company will be able to proceed with the issue of the Options. In addition, the issue of the Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 12 is not passed, the Company will not be able to proceed with the issue of the Options to PAC Partners.

9.2 Technical information required for Resolution 12

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 12:

• (a) the Options will be issued to PAC Partners or their nominee/s;

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

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• (ii) issued more than 1% of the issued capital of the Company;

• (c) the maximum number of Options to be issued is 7,503,271. The terms and conditions of the Options are set out in Schedule 2;

• (d) the 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 Listing Rules) and it is intended that issue of the Options will occur on the same date;

• (e) no cash consideration will be received for the Options as they are being issued as part of the fee payable to PAC Partners. However, if the Options are exercised, the Company will receive $0.35 for each option exercised;

• (f) the purpose of the issue of the Options is to pay part of the fee payable to PAC Partners;

• (g) the Options were issued under the mandate pursuant to which PAC Partners:

• (i) agreed to assist with the May Placement and be named as the ‘lead manager’;

• (ii) was paid management and selling fees of 2% and 4% respectively; and

• (iii) are entitled to receive the Options, subject to Shareholder approval.

The agreement otherwise contains terms that are standard for a lead manager mandate; and

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

10. RESOLUTIONS 13 TOT 16 – ISSUE OR PERFORMANCE RIGHTS TO RELATED PARTIES

10.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue up to an aggregate of 31,000,000 Performance Rights ( Performance Rights ) to each of the current Directors of the Company (or their respective nominees) ( Related Parties ) on the terms and conditions set out below.

Resolutions 13 to 16 seek Shareholder approval for the issue of the Performance Rights to the Related Parties.

10.2 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,

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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 Performance Rights to the Related Parties constitutes giving a financial benefit and each of the Related Parties is a related party of the Company by virtue of being a Director.

As the Performance Rights are proposed to be issued to all of the Directors, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue of the Performance Rights. Accordingly, Shareholder approval for the issue of Performance Rights to the Related Parties is sought in accordance with Chapter 2E of the Corporations Act.

10.3 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:

• 10.11.1 a related party;

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

• 10.11.3 a person who is, or was at any time in the 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;

• 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

• 10.11.5 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 Performance Rights falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolutions 13 to 16 seek the required Shareholder approval for the issue of the Performance Rights under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.11.

10.4 Technical information required by Listing Rule 14.1A

If Resolutions 13 to 16 are passed, the Company will be able to proceed with the issue of the Performance Rights to the Related Parties within one 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 Performance Rights (because approval is being obtained under Listing Rule 10.11), the issue of the Options will not use up any of the Company’s 15% annual placement capacity.

If any of Resolutions 13 to 16 are not passed, the Company will not be able to proceed with the issue of the Performance Rights under that particular Resolution.

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10.5 Technical Information required by Listing Rule 10.13 and section 219 of the Corporations Act

Pursuant to and in accordance with Listing Rule 10.13 and section 219 of the Corporations Act, the following information is provided in relation to Resolutions 13 to 16:

• (a) the Performance Rights will be issued to the following persons:

• (i) Scott Macmillan (or their nominee) pursuant to Resolution 13;

• (ii) Stuart Lake (or their nominee) pursuant to Resolution 14;

• (iii) Joe Mutizwa (or their nominee) pursuant to Resolution 15; and

• (iv) Gabriel Chiappini (or their nominee) pursuant to Resolution 16,

each of whom falls within the category set out in Listing Rule 10.11.1 by virtue of being a Director;

• (b) the maximum number of Performance Rights to be issued to the Related Parties (being the nature of the financial benefit proposed to be given) is 31 million comprising:

• (i) 5 million Class A Performance Rights and 5 million Class B Performance Rights to Scott Macmillan (or his nominee) pursuant to Resolution 13;

• (ii) 3.5 million Class A Performance Rights and 3.5 million Class B Performance Rights to Stuart Lake (or his nominee) pursuant to Resolution 14;

• (iii) 3.5 million Class A Performance Rights and 3.5 million Class B Performance Rights to Joe Mutizwa (or his nominee) pursuant to Resolution 15;

• (iv) 3.5 million Class A Performance Rights and 3.5 million Class B Performance Rights to Gabriel Chiappini (or his nominee) pursuant to Resolution 16,

• (c) the terms and conditions of the Performance Rights are set out in Schedule 3;

• (d) the Performance Rights will be issued no later than 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 Performance Rights will occur on the same date;

• (e) the issue price of the Performance Rights will be nil. The Company will not receive any other consideration in respect of the issue of the Performance Rights;

• (f) the purpose of the issue of the Performance Rights is to provide a performance linked incentive component in the remuneration package for the Related Parties to align the interests of the Related Parties with those of Shareholders, to motivate and reward the performance of the Related Parties in their roles as Directors and to provide a cost effective way from the Company to remunerate the Related Parties, which will

25

allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties;

• (g) the Performance Rights will be unquoted. The Company has agreed to issue the Performance Rights to the Related Parties subject to Shareholder for the following reasons:

• (i) the Performance Rights will be unquoted, therefore there is no immediate dilutionary impact on Shareholders;

• (ii) the milestones relating to the Performance Rights are value accretive for Shareholders, therefore there will be no benefit received by the Related Parties where value is not created for Shareholders between the date of issue of the Performance Rights and the vesting of any of those Performance Rights; and

• (iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Performance Rights on the terms proposed;

(h) the number of Performance Rights to be issued to each of the Related Parties has been determined based upon a consideration of:

• (i) current market standards and/or practices of other ASX listed companies of a similar size and stage of development to the Company;

• (ii) the Company’s current share capital on issue;

• (iii) the remuneration of the Related Parties; and

• (iv) incentives to attract and ensure continuity of service of the Related Parties who have appropriate knowledge and expertise, while maintaining the Company’s cash reserves.

The Company does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Performance Rights upon the terms proposed;

(i) the total remuneration package for each of the Related Parties for the previous financial year and the proposed total remuneration package for the current financial year are set out below:

Related Party	Current Financial Year	Previous Financial Year
Scott Macmillan1	$788,475	$280,937
Stuart Lake2	$469,316	$97,480
Joe Mutizwa3	$441,597	$6,904
Gabriel Chiappini4	$441,597	$57,350

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Notes:

1. Comprising salary of $350,000, a superannuation payment of $23,568 and sharebased payments of $414,907 (including an increase of $111,035 , being the value of the Performance Rights).

2. Comprising Directors’ fees of £50,000 ($87,720 equivalent using AUD/GBP rate of 0.57), a superannuation payment of $NIL and share-based payments of $381,597 (including an increase of $77,725, being the value of the Performance Rights).

3. Comprising Directors’ fees of $60,000, a superannuation payment of $NIL and share-based payments of $381,597 (including an increase of $77,725,, being the value of the Performance Rights).

4. Comprising Directors’ fees of $60,000, a superannuation payment of $NIL and share-based payments of $381,597 (including an increase of $77,725,, being the value of the Performance Rights).

5. (j) the value of the Performance Rights and the pricing methodology is set out in Schedule 4;

6. (k) the Performance Rights are not being issued to the Related Parties under any agreement];

7. (l) the relevant interests of the Related Parties in securities of the Company as at the date of this Notice are set out below:

Related Party	Shares1	**Options2 **	**Options3 **	Performance Rights
Scott Macmillan	73,271,547	3,000,000	-	Nil
Stuart Lake	2,259,732	3,000,000	9,000,000	Nil
Joe Mutizwa	-	-	-	Nil
Gabriel Chiappini	8,862,662	3,000,000	-	Nil

Notes:

1. Fully paid ordinary shares in the capital of the Company (ASX: IVZ).

2. Unquoted Options exercisable at $0.2355 each on or before 23 July 2024.

3. Stuart Lake has 3,000,000 options exercisable at $0.06, 3,000,000 options exciserable at $0.09 and 3,000,000 options exercisable at $0.12 expiring 31 July 2022

4. (m) if all of the Performance Rights issued to the Related Parties vest and are converted to Shares, a total of 31 million Shares would be issued. This will increase the number of Shares on issue from 746,511,704 (being the total number of Shares on issue as at the date of this Notice) to 777,511,704 (assuming that no Shares are issued and no convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 4.2%, comprising 1.3% by Scott Macmillan, and 0.967% by each of the other Directors;

5. (n) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	$0.3025	5 May 2022
Lowest	$0.1025	13 December 2021

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	Price	Date
Last	$0.185	13 June 2022

• (o) each Director has a material personal interest in the outcome of Resolutions 13 to 16 on the basis that all of the Directors (or their nominees) are to be issued Options should Resolutions 13 to 16 be passed. For this reason, the Directors do not believe that it is appropriate to make a recommendation on Resolutions 13 to 16 of this Notice; and

• (p) the Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass Resolutions 13 to 16.

11. RESOLUTION 17 – REPLACEMENT OF CONSTITUTION

A company may modify or repeal its constitution or a provision of its constitution by special resolution of Shareholders.

Resolution 17 is a special resolution which will enable the Company to replace its existing Constitution. The Company is proposing the replacement of the Constitution due to various changes that have come into effect since the Company’s Constitution as adopted in 2019, including the most recent amendments relating to the use of technology at company meetings and using electronic communications with shareholders. The Board considers that it would be easier to adopt a new Constitution that to make various amendments to the Company’s existing Constitution.

The Proposed Constitution is broadly consistent with the provisions of the existing Constitution. Many of the proposed changes are administrative or minor in nature including but not limited to:

• (a) updating references to bodies or legislation which have been renamed (e.g. references to the Australian Settlement and Transfer Corporation Pty Ltd, ASTC Settlement Rules and ASTC Transfer); and

• (b) expressly providing for statutory rights by mirroring these rights in provisions of the Proposed Constitution.

The Directors believe these amendments are not material nor will they have any significant impact on Shareholders. It is not practicable to list all of the changes to the Constitution in detail in this Explanatory Statement, however, a summary of the proposed material changes is set out below.

11.2 Summary of material proposed changes

Restricted Securities (clause 2.12)

The Proposed Constitution complies with the recent changes to Listing Rule 15.12 which took effect from 1 December 2019. As a result of these changes, ASX will require certain more significant holders of restricted securities and their controllers (such as related parties, promoters, substantial holders, service providers and their associates) to execute a formal escrow agreement in the form Appendix 9A, as is currently the case. However, for less significant holdings (such as non-related parties and non-promoters), ASX will permit the Company to issue restriction notices to holders of restricted securities in the form of the new Appendix 9C

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advising them of the restriction rather than requiring signed restriction agreements.

Minimum Shareholding (clause 3)

Clause 3 of the Constitution outlines how the Company can manage shareholdings which represent an “unmarketable parcel” of shares, being a shareholding that is less than $500 based on the closing price of the Company’s Shares on ASX as at the relevant time.

The Proposed Constitution is in line with the requirements for dealing with “unmarketable parcels” outlined in the Corporations Act such that where the Company elects to undertake a sale of unmarketable parcels, the Company is only required to give one notice to holders of an unmarketable parcel to elect to retain their shareholding before the unmarketable parcel can be dealt with by the Company, saving time and administrative costs incurred by otherwise having to send out additional notices.

Clause 3 of the Proposed Constitution continues to outline in detail the process that the Company must follow for dealing with unmarketable parcels.

Direct Voting (clause 13, specifically clauses 13.35 – 13.40)

The Proposed Constitution includes a new provision which allows Shareholders to exercise their voting rights through direct voting (in addition to exercising their existing rights to appoint a proxy). Direct voting is a mechanism by which Shareholders can vote directly on resolutions which are to be determined by poll. Votes cast by direct vote by a Shareholder are taken to have been cast on the poll as if the Shareholder had cast the votes on the poll at the meeting. In order for direct voting to be available, Directors must elect that votes can be cast via direct vote for all or any resolutions and determine the manner appropriate for the casting of direct votes. If such a determination is made by the Directors, the notice of meeting will include information on the application of direct voting.

Dividends (clause 22)

Section 254T of the Corporations Act was amended effective 28 June 2010.

There is now a three-tiered test that a company will need to satisfy before paying a dividend replacing the previous test that dividends may only be paid out of profits.

The amended requirements provide that a company must not a pay a dividend unless:

• (a) the company’s assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend;

• (b) the payment of the dividend is fair and reasonable to the company’s shareholders as a whole; and

• (c) the payment of the dividend does not materially prejudice the company’s ability to pay its creditors.

The existing Constitution reflects the former profits test and restricts the dividends to be paid only out of the profits of the Company. The Proposed Constitution is updated to reflect the new requirements of the Corporations Act. The Directors

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consider it appropriate to update the Constitution for this amendment to allow more flexibility in the payment of dividends in the future should the Company be in a position to pay dividends.

Partial (proportional) takeover provisions (new clause 36)

A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder’s shares.

Pursuant to section 648G of the Corporations Act, the Company has included in the Proposed Constitution a provision whereby a proportional takeover bid for Shares may only proceed after the bid has been approved by a meeting of Shareholders held in accordance with the terms set out in the Corporations Act.

This clause of the Proposed Constitution will cease to have effect on the third anniversary of the date of the adoption of last renewal of the clause.

Information required by section 648G of the Corporations Act

Effect of proposed proportional takeover provisions

Where offers have been made under a proportional off-market bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a proportional off-market bid is prohibited unless and until a resolution to approve the proportional off-market bid is passed.

Reasons for proportional takeover provisions

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.

Knowledge of any acquisition proposals

As at the date of this Notice of Meeting, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

Potential advantages and disadvantages of proportional takeover provisions

The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The potential advantages of the proportional takeover provisions for Shareholders include:

(a) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;

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• (b) assisting in preventing Shareholders from being locked in as a minority;

• (c) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and

• (d) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.

The potential disadvantages of the proportional takeover provisions for Shareholders include:

• (a) proportional takeover bids may be discouraged;

• (b) lost opportunity to sell a portion of their Shares at a premium; and

• (c) the likelihood of a proportional takeover bid succeeding may be reduced.

Recommendation of the Board

The Directors do not believe the potential disadvantages outweigh the potential advantages of adopting the proportional takeover provisions and as a result consider that the proportional takeover provision in the Proposed Constitution is in the interest of Shareholders and unanimously recommend that Shareholders vote in favour of Resolution 17.

A copy of the proposed Constitution is available for review by Shareholders at the office of the Company. A copy of the proposed Constitution can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Company means Invictus Energy Ltd (ACN 150 956 773).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

December Placement has the meaning given to that term in Section 1.1.

Directors means the current directors of the Company.

Eligible Shareholder means a Shareholder who was registered as a holder of Shares at 5:00pm (WST) on 24 December 2021 and whose registered address is in Australia or New Zealand.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Listing Rules means the Listing Rules of ASX.

May Placement has the meaning given to that term in Section 1.1.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS ISSUED UNDER DECEMBER PLACEMENT, SPP AND ISSUED TO LEAD MANAGER FOR DECEMBER PLACEMENT

(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 $0.14 ( Exercise Price )

(c)

Expiry Date

Each Option will expire at 5:00 pm (WST) on or before 31 January 2025 ( 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) Timing of issue of Shares on exercise

Within five Business Days after the Exercise Date, 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 (g)(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.

(h) Quotation of Options

The Company will not apply for quotation of the Options.

(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 approval from the Company/board of directors.

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SCHEDULE 2 – TERMS AND CONDITIONS OF OPTIONS ISSUED UNDER MAY PLACEMENT AND ISSUED TO LEAD MANAGER FOR MAY PLACEMENT

(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 $0.35 ( Exercise Price )

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on or before 1 year from the date of issue ( 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)

Timing of issue of Shares on exercise

Within five Business Days after the Exercise Date, the Company will:

• (iv) 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;

• (v) 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

• (vi) 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 (g)(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.

(h) Quotation of Options

The Company will not apply for quotation of the Options.

(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.

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SCHEDULE 3 – TERMS AND CONDITIONS OF PERFORMANCE RI GHTS

1. General terms

(a) Milestones

The Performance Rights shall convert to Shares upon the Company achieving the applicable Milestone for that Class of Rights, prior to the applicable expiry date of that Class of Rights.

The Milestones and expiry dates for each Class of Rights is set out below.

(b) Notification to holder

The Company shall notify the holder in writing when the Milestone has been satisfied.

(c)

Conversion

Subject to paragraph (m), upon vesting, each Performance Right will, at the election of the holder, convert into one (1) Share.

(d) Share ranking

All Shares issued upon the vesting of Performance Rights will upon issue rank pari passu in all respects with other Shares.

(e) Application to ASX

The Performance Rights will not be quoted on ASX. The Company must apply for the official quotation of a Share issued on conversion of a Performance Right on ASX within the time period required by the ASX Listing Rules.

(f) Transfer of Performance Rights

The Performance Rights are not transferable.

(g) Lapse of a Performance Right

If the Milestone attached to the relevant Performance Right has not been satisfied within the time period set out in paragraph (a), the relevant Performance Rights will automatically lapse.

(h)

Participation in new issues

A Performance Right does not entitle a holder (in their capacity as a holder of a Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.

(i)

Reorganisation of capital

If at any time the issued capital of the Company is reconstructed, all rights of a holder will be changed in a manner consistent with the applicable ASX Listing Rules and the Corporations Act at the time of reorganisation.

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(j) Adjustment for bonus issue

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the number of Shares or other securities which must be issued on the conversion of a Performance Right will be increased by the number of Shares or other securities which the holder would have received if the holder had converted the Performance Right before the record date for the bonus issue.

(k) Dividend and Voting Rights

The Performance Rights do not confer on the holder an entitlement to vote (except as otherwise required by law) or receive dividends.

(l) Change in Control

Subject to paragraph (m), upon:

• (i) a takeover bid under Chapter 6 of the Corporations Act having been made in respect of the Company and:

• (A) having received acceptances for not less than 50.1% of the Company’s Shares on issue; and

• (B) having been declared unconditional by the bidder.

• (ii) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies,

then, to the extent Performance Rights have not converted into Shares due to satisfaction of the Milestone, Performance Rights will accelerate vesting conditions and will automatically convert into Shares on a onefor-one basis.

(m) Deferral of conversion if resulting in a prohibited acquisition of Shares

If the conversion of a Performance Right under paragraph (c) or (l) would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) ( General Prohibition ) then the conversion of that Performance Right shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Right would result in a contravention of the General Prohibition:

• (i) holders may give written notification to the Company if they consider that the conversion of a Performance Right may result in the contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition; and

• (ii) the Company may (but is not obliged to) by written notice to a holder request a holder to provide the written notice referred to in paragraph (m)(i) within seven days if the Company considers

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that the conversion of a Performance Right may result in a contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition.

(n) No rights to return of capital

A Performance Right does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

(o) Rights on winding up

A Performance Right does not entitle the holder to participate in the surplus profits or assets of the Company upon winding up.

(p) No other rights

A Performance Right gives the holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

2. Conversion of the Performance Rights

(a) Milestones

Subject to sub-paragraph (d), Performance Rights will vest and be convertible into one (1) Share on the achievement of the relevant milestones described below.

(b) Class A Performance Rights

Milestones:

• (i) The drilling of an exploration or appraisal well in the Cabora Bassa Project that results in the maiden booking of Contingent Resources or Reserves (as those terms are defined in the Guidelines for Application of the Petroleum Resources Management System (2011 Edition) on or before 31 December 2024; and

• (ii) the Company achieving a 20-day volume weighted average price of at least $0.50 on or before 31 December 2024.

(c) Class B Performance Rights

Milestones:

• (i) an independent estimate of Contingent Resources or Reserves (as those terms are defined in the Guidelines for Application of the Petroleum Resources Management System (2011 Edition) of greater than or equal to two hundred million barrels of oil equivalent (200 mmboe) on a 100% gross project basis; and

• (ii) the Company achieving a 20-day volume weighted average price of at least $0.75 on or before 31 December 2026.

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(d) Conversion of Performance Rights

Subject to paragraph (d)(ii) below, in the event a Milestone is satisfied, the Performance Rights held by the holders will be capable of being converted by the holder where the holder provides the Company with:

• (i) the certificate for the Performance Rights or, if the certificate for the Performance Rights has been lost, mutilated or destroyed, a declaration to that effect, accompanied by an indemnity in favour of the Company against any loss, costs or expenses which might be incurred by the Company as a consequence of its relying on the declaration that the certificate has been lost, mutilated or destroyed; and

• (ii) a notice in the form provided in the incentive performance rights plan addressed to the Company and signed by the Participant stating that the Participant request to convert the Performance Rights and specifying the number of Performance Rights which are to be converted.

If the exercise of the Performance Rights into the Company Shares would result in the holder being in contravention of section 606(1) of the Corporations Act, then the conversion of such number of Performance Rights that would cause the contravention will be deferred until such time or times thereafter the conversion would not result in such a breach.

Performance Rights that have not been converted within 12 months from the date of issue shall automatically lapse.

(e) After Conversion

The Shares issued on conversion of the Performance Rights will, as and from 5:00pm (Adelaide time) on the date of issue, rank equally with and confer rights identical with all other Shares then on issue and application will be made by the Company to ASX for official quotation of the Shares issued upon conversion.

(f) Conversion Procedure

The Company will issue the holders with a new holding statement for the Shares as soon as practicable following the conversion of the Performance Rights into Shares.

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SCHEDULE 4 – VALUATION OF PERFORMANCE RIGHTS

The Performance Rights to be issued to the Related Parties pursuant to Resolutions 13 to 16 have been independently valued.

Using an option pricing model that incorporates a trinomial option valuation and a Monte Carlo simulation and based on the assumptions set out below, the Performance Rights were ascribed the following value range:

Assumptions:
Valuation date	9 June 2022
Market price of Shares	18 cents
Exercise price	Nil cents
Expiry date (length of time from issue)	Class A 31 December 2024 Class B 31 December 2026
Risk free interest rate	Class A 3.11% Class B 3.31%
Volatility	Class A 100% Class B 100%
Probability of Success	Class A 20% Class B 10%
Indicative value per Performance Right	Class A 1.62 cents Class B 0.603 cents
Total Value of Performance Rights	Class A	Class B
- Macmillan (Resolution 13)	$80,897	$30,137
- Lake (Resolution 14)	$56,628	$21,097
- Mutizwa (Resolution 15)	$56,628	$21,097
- Chiappini (Resolution 16)	$56,628	$21,097

Note : The valuation ranges noted above are not necessarily the market prices that the Options could be traded at and they are not automatically the market prices for taxation purposes.

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

==> picture [185 x 49] intentionally omitted <==

ACN 150 956 773

LODGE YOUR VOTE

ONLINE www.linkmarketservices.com.au

BY MAIL  Invictus Energy Ltd C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX +61 2 9287 0309

 BY HAND* Link Market Services Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150; or Level 12, 680 George Street, Sydney NSW 2000

*During business hours Monday to Friday

 ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given above by 11:00am (Perth Time) on Wednesday, 20 July 2022, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting. Proxy Forms may be lodged using the reply paid envelope or:

 ONLINE www.linkmarketservices.com.au Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

BY MOBILE DEVICE

BY MOBILE DEVICE QR Code Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding. To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to participate in the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number 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 may exercise half your votes. Fractions of votes will be disregarded; and

(b) return both forms together.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to participate in the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO PARTICIPATE IN AND VOTE AT THE GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR PARTICIPATE INANCE.

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PROXY FORM

I/We being a member(s) of Invictus Energy Ltd and entitled to participate in and vote hereby appoint:

APPOINT A PROXY

the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act 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 the law, as the proxy sees fit) at the General Meeting of the Company to be held at 11:00am (Perth Time) on Friday, 22 July 2022 at Level 1, 10 Outram Street, West Perth WA 6005 (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolutions 13 - 16: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 13 - 16, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ).

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

• 1 Ratification of December Placement – Listing Rule 7.1A

• 2 Ratification of December Placement Options – Listing Rule 7.1

• 3 Ratification of the Issue of Shares to the Mangwana Opporuntities Fund in the December Placement – Listing Rule 7.1A

• 4 Ratification of the Issue of Shares to the Mangwana Opporuntities Fund in the December Placement – Listing Rule 7.1

• 5 Ratification of SPP Options – Listing Rule 7.1

• 6 Ratification of Broker Options (December Placement) – Listing Rule 7.1

• 7 Ratification of May Placement – Listing Rule 7.1

• 8 Ratification of May Placement – Listing Rule 7.1A

• For Against Abstain * For Against Abstain * 9 Approval to Issue May Placement Options

• 10 Approval to Issue Additional May Placement Shares

• 11 Approval for Director to Participate in May Placement

• 12 Approval to Issue Broker Options (May Placement)

• 13 Issue of Performance Rights to Related Party – Scott Macmillan

• 14 Issue of Performance Rights to Related Party – Stuart Lake

• 15 Issue of Performance Rights to Related Party – Joe Mutizwa

• 16 Issue of Performance Rights to Related Party – Gabriel Chiappini

• 17 Replacement of Constitution

 * If you mark the Abstain box for a particular Item, 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) Sole Director and Sole Company Secretary	Joint Shareholder 2 (Individual) Director/Company Secretary (Delete one)	Joint Shareholder 3 (Individual) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may 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).

IVZ PRX2201D