Invictus Energy : SPP Offer and Issue of SPP Prospectus

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INVICTUS ENERGY LTD

ACN 150 956 773

PROSPECTUS

For the offers of:

1. 20,000,000 Shares at an issue price of $0.10 per Share to Eligible Shareholders, together with one free Option, exercisable at $0.14 on or before 31 January 2025, for every 2 Shares subscribed for by (and issued to) Eligible Shareholders under the SPP, to raise $2,000,000. Oversubscriptions up to a further 10,000,000 Shares and 5,000,000 Options may be accepted to raise up to a further $1,000,000 (SPP Offer); and
2. 17,500,000 Options, exercisable at $0.14 on or before 31 January 2025, to participants in the Placement, on the basis of one Option for every two Shares subscribed for and issued to the participants under the Placement (Placement Options Offer); and
3. 4,375,000 Options, exercisable at $0.14 on or before 31 January 2025, to the Lead Manager (Broker Offer),

(together, the Offers).

SECURITY PURCHASE PLAN INFORMATION

The SPP Offer is currently scheduled to close at 2:00pm (WST) on 27 January 2022. Valid applications must be received by that time. Details of how to apply for Securities are set out in the SPP Application Form accompanying this Prospectus.

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser. The Securities offered under this Prospectus should be considered speculative.

Legal advisor to the Offers

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T A B L E O F C O N TE N T S
1.	CORPORATE DIRECTORY..............................................................................................	1
2.	TIMETABLE AND IMPORTANT NOTES ............................................................................	2
3.	BACKGROUND TO THE OFFERS ....................................................................................	5
4.	DETAILS OF THE OFFERS................................................................................................	6
5.	PURPOSE AND EFFECT OF THE OFFERS .......................................................................	14
6.	RIGHTS AND LIABILITIES ATTACHING TO SECURITIES .................................................	18
7.	RISK FACTORS ............................................................................................................	22
8.	ADDITIONAL INFORMATION ......................................................................................	27
9.	DIRECTORS' AUTHORISATION ....................................................................................	35
10.	DEFINITIONS ...............................................................................................................	36

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1. CORPORATE DIRECTORY

Directors

Dr Stuart Lake

Non-Executive Chair

Joe Mutizwa

Deputy Chair and Non-Executive Director

Scott Macmillan

Managing Director

Gabriel Chiappini

Non-Executive Director

Company Secretary

Gabriel Chiappini

ASX Code

IVZ

Registered Office

Level 1, 10 Outram Street

WEST PERTH WA 6005

Telephone: [phone]

Email: [e-mail]

Website: www.invictusenergy.com

Share Registry*

Link Market Services

Level 12, QV1 Building

250 St Georges Terrace

PERTH WA 6000

Lawyers

Steinepreis Paganin

Lawyers and Consultants

Level 4, The Read Buildings

16 Milligan Street

PERTH WA 6000

Auditors

BDO Audit (WA) Pty Ltd

Level 9, Mia Yellagonga Tower 2

5 Spring Street

PERTH WA 6000

Lead Manager to the Placement*

PAC Partners Securities Pty Ltd (ACN 623 653 912) (AFSL: 335 374) Level 10, 330 Collins Street, MELBOURNE VIC 3000

For

• These entities have not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus. Their names are included for information purposes only.

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2. TIMETABLE AND IMPORTANT NOTES

2.1	Timetable
			Action			Date*
			Record Date of SPP		24 December 2021
			Announcement of SPP and Placement		29 December 2021
			Issue of Shares under the Placement		6	January 2022
			Lodgement of Prospectus with the ASIC and ASX		10 January 2022
			Opening Date of Offers under the Prospectus		10	January 2022
			Closing Date of Placement Options Offer and the Broker		11	January 2022
			Offer
			Issue of Options under the Placement Options Offer and		12	January 2022
			Broker Offer
			Closing Date of the SPP Offer and announcement of the		27	January 2022
			results of the Offers**
			Issue of Securities under the SPP Offer		2 February 2022

1. • These dates are indicative only and may change without prior notice.
   • Subscribers under the Offers should ensure that they have lodged their Application Form by this date.
2. Important Notes
   This Prospectus is dated 10 January 2022 and was lodged with the ASIC on that date. The ASIC, the ASX and their officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.
   No Securities may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.
   Applications for Securities offered pursuant to this Prospectus can only be submitted on an original Application Form which accompanies this Prospectus.
   This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.
3. ASIC Instrument
4. 
   In certain circumstances, a listed company may undertake a share purchase plan in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (ASIC Instrument). The ASIC Instrument allows a share purchase plan to be conducted without the use of a prospectus once in any consecutive 12-month period.

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The ASIC Instrument only applies to the offer of securities under a share purchase plan where a company's securities have not been suspended from quotation on ASX for more than a total of five days during the shorter of:

1. the period during which the class was quoted; and
2. the period of 12 months before the day on which the offer is made.

As the Company's securities were suspended from quotation for more than five days in the previous 12 months, the Company is unable to rely on the relief granted by the ASIC Instrument and, therefore, is undertaking the security purchase plan (SPP) under this Prospectus.

1. Target Market Determination
   In accordance with the design and distribution obligations under the Corporations Act, the Company has determined the target market for the offer of Options issued under this Prospectus. The Company will only distribute this Prospectus to those investors who fall within the target market determination (TMD) as set out on the Company's website (www.invictusenergy.com). By making an application under the Offers, you warrant that you have read and understood the TMD and that you fall within the target market set out in the TMD.
2. Web Site - Electronic Prospectus
   A copy of this Prospectus can be downloaded from the website of the Company at www.invictusenergy.com. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia.
   The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company.
   The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.
3. Risk Factors
   Potential investors should be aware that subscribing for Shares in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 7 of this Prospectus. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Shares in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.
4. Overseas Investors
   The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should

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