Invictus Energy : SPP Supplementary Prospectus

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INVICTUS ENERGY LIMITED

ACN 150 956 773

SUPPLEMENTARY PROSPECTUS

IMPORTANT INFORMATION

This is a supplementary prospectus (Supplementary Prospectus) intended to be read with the prospectus dated 10 January 2022 (Prospectus) issued by Invictus Energy Limited (ACN 150 956

1. (Company).

This Supplementary Prospectus is dated 17 January 2022 and was lodged with the Australian Securities and Investments Commission (ASIC) on that date. The ASIC, the ASX and their respective officers take no responsibility for the contents of this Supplementary Prospectus.

This Supplementary Prospectus should be read together with the Prospectus. Other than as set out below, all details in relation to the Prospectus remain unchanged. Terms and abbreviations defined in the Prospectus have the same meaning in this Supplementary Prospectus. If there is a conflict between the Prospectus and this Supplementary Prospectus, this Supplementary Prospectus will prevail.

This Supplementary Prospectus will be issued with the Prospectus in hard copy or as an electronic copy and may be accessed on the Company's website at www.invictusenergy.com.

This is an important document and should be read in its entirety. If you do not understand it, you should consult your professional advisers without delay.

The Directors believe that the changes in this Supplementary Prospectus are not materially adverse from the point of view of an investor. Accordingly, no action needs to be taken if you have already subscribed for new Shares under the Prospectus.

1. BACKGROUND

By this Supplementary Prospectus, the Company makes the amendments to the Prospectus as set out in sections 2 and 3 by:

1. increasing the maximum allowable subscriptions under the SPP Offer from $3,000,000 to $4,000,000 to allow for the high percentage of participation in the SPP Offer by the Company's Eligible Shareholders; and
2. making an additional offer under the Prospectus of up to 5,000,000 new Shares at an issue price of $0.10 per Share to raise up to $500,000 together with one
   (1) free Option for every two (2) Shares subscribed for and issued (Additional Offer). The Additional Offer is being made only to Mangwana Opportunities (Private) Limited (Mangwana) and an Application Form will be provided to Mangwana for the purpose of participating in the Additional Offer; and
3. amending the Closing Date of the SPP Offer.

The amendments to the Prospectus outlined in sections 2 and 3 below should be read in conjunction with the Prospectus.

In addition, the Company clarifies its allocation policy announced on 29 December 2021, 10 January 2022 and 12 January 2022. The allocation of Shares under the SPP Offer will not be undertaken on a "1st come-1st Served" basis as previously announced. Given the level of applications to date, the scale back will be undertaken on applications received prior to the Closing Date on a pro rata basis

This Supplementary Prospectus is intended to be read with the Prospectus dated 10 January 2022 issued by Invictus
Energy Limited (ACN 150 956 773).	1

For personal use only

based on the number of Shares applied for by an Applicant under the SPP Offer. The Board considers that this is the most appropriate method of dealing with the level of Applications received and the level of interest in the SPP Offer.

On 17 January 2022, the Company announced that it had received Applications well in excess of the $3,000,000 the Board had sought to raise under the SPP Offer, accepting oversubscriptions. Given the level of interest by Eligible Shareholders, the Board has resolved to accept all oversubscriptions and to increase the amount that may be raised under the SPP Offer by a further $1,000,000, such that the total amount that may be raised under the SPP Offer is $4,000,000. The Board considers that this is reasonable for all Eligible Shareholders that have put in an Application already.

In addition, the Company is making the Additional Offer to Mangwana to apply for 5,000,000 Shares at $0.10 per Share and to receive 2,500,000 Options on the same terms as the Securities issued under the Placement and the SPP. Refer to Section 6.1 of the Prospectus for the terms of the Options. The Additional Offer is being made pursuant to this Supplementary Prospectus to remove any trading restrictions on the sale of the Shares and Options to be issued under the Additional Offer.

Mangwana has agreed to a voluntary escrow of 3 months on its Shares and Options received under the Additional Offer.

SPP Offer to close early

As a result of the significant applications already received, the Board has also resolved to close the SPP Offer early. Accordingly, the timetable in Section 2.1 of the Prospectus will be amended as follows:

		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
		Lodgement of Supplementary Prospectus with the ASIC				17	January 2022
		and ASX
		Closing Date of the Additional Offer				18	January 2022
		Closing Date of the SPP Offer and announcement of the				18	January 2022
		results of the Offers**
		Issue of Securities under the SPP Offer and the Additional				21	January 2022
		Offer

This Supplementary Prospectus is intended to be read with the Prospectus dated 10 January 2022 issued by Invictus
Energy Limited (ACN 150 956 773).	2

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2. AMENDMENTS TO THE PROSPECTUS

1. Expansion of the SPP Offer
   Sections 3.2.1 and 4.1.1 of the Prospectus are amended to reflect that the total amount that may be raised under the SPP Offer is now $4,000,000.
2. The Additional Offer
   Section 4.1 of the Prospectus is amended to include the following:
   Section 4.1.4
   The Additional Offer is being made by way of a placement to Mangwana of 5,000,000 Shares at an issue price of $0.10 per Share to raise up to $500,000 together with one (1) free Option for every two (2) Shares subscribed for and issued.
   A maximum of 5,000,000 Shares and 2,500,000 Options will be issued pursuant to the Additional Offer to raise up to $500,000. No funds will be raised from the issue of the New Options.
3. Applications
   Section 4.6 of the Prospectus is amended to include the following: Securities under the Additional Offer
   The Additional Offer will be extended to Mangwana. An Application Form for Shares and Options under the Additional Offer will be provided by the Company to Mangwana.
   A completed Application Form must be returned to the Company, together with the funds to apply for the Shares and Options under the Additional Offer, by no later than 5.00pm (WST) on 18 date January 2022.
4. Use of funds
   Section 5.1 of the Prospectus is amended to include the following:
   The funds raised from the Offer and the Additional Offer are intended to be applied in accordance with the table set out below:

			Proceeds of the SPP Offer and Placement						($)				%
			Payment of the rig mobilisation fee						$2,100,000				26.25%
			Purchase of	long lead	items for 2-Well					$1,200,000				15%
			drilling campaign
			Production	Sharing	Agreement	&
			Completion of acquisition of additional				$350,000				4.4%
			SG4571 acreage
			Finalisation of the data processing of CB21				$350,000				4.4%
This Supplementary Prospectus is intended to be read with the Prospectus dated 10 January 2022 issued by Invictus
Energy Limited (ACN 150 956 773).									3

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		Proceeds of the SPP Offer and Placement					($)				%
		Seismic Survey
		Prospective Resource update					$200,000				2.5%
		General working capital					$3,800,000				47.5%
		Total					$8,000,000				100.0%

1. Effect of the Offers
   Section 5.2 of the Prospectus is amended as follows:
   The principal effect of the Offers, assuming the Company issues the maximum number of Securities will be to:
2. 1. increase the cash reserves by $8,000,000, (before deducting the estimated expenses of the Offers) immediately after completion of the Offers; and
   2. increase the number of Shares on issue from 585,077,387 (including the issue of all Placement Shares) to 665,077,387 Shares following completion of the Offers (subject to rounding); and
   3. increase the number of Options on issue from 60,363,636 to 104,738,636 Options following completion of the Placement and the Offers.
3. Capital Structure

Section 5.3 of the Prospectus is amended to include the following:

The effect of the Offers on the Company's capital structure is set out below.

	Shares1				Number
	Shares currently on issue1, 2				585,077,387
	Shares issued under the Placement1, 2				35,000,000
	Shares offered under the SPP Offer3				40,000,000
	Shares offered under the Additional Offer				5,000,000
	Total Shares on issue on completion of the Offers4				665,077,387

Notes:

1. The rights and liabilities attaching to the Shares are summarised in Section 6 of the Prospectus.
2. Includes 35,000,000 Shares issued on 6 January 2021 under the Placement.
3. Assumes the full $4,000,000 is raised under the SPP Offer.
4. Assumes no existing Options on issue are exercised.

		Options				Number
		Existing Options on issue				57,363,636
		Options to be issued under the SPP1				20,000,000
This Supplementary Prospectus is intended to be read with the Prospectus dated 10 January 2022 issued by Invictus
Energy Limited (ACN 150 956 773).	4

only

Options

Options to be issued under the Placement Offer1

Options to be issued under the Broker Offer1

Options to be issued under the Additional Offer1

Total Options on issue on completion of the Placement andOffers2, 3

Notes:

Number

17,500,000

4,375,000

2,500,000

101,738,636

For personal use

1. The terms of the Options are summarised in Section 6 of the Prospectus.
2. This assumes the SPP Offer is fully subscribed and no existing Options on issue are exercised.

2.7 Pro-forma balance sheet

Section 5.4 of the Prospectus is amended to include the following:

The audited balance sheet as at 30 June 2021 and the pro-forma balance sheet as at 30 June 2021 shown on the following page have been prepared on the basis of the accounting policies normally adopted by the Company and reflect the changes to its financial position as a result of the Offers.

This Supplementary Prospectus is intended to be read with the Prospectus dated 10 January 2022 issued by Invictus
Energy Limited (ACN 150 956 773).	5