Invictus Energy : Securities Placement Capacity Update

8 SEPTEMBER 2023

PLACEMENT CAPACITY UPDATE

Invictus Energy Limited ("Invictus" or "the Company"), confirms the following update in relation to its placement capacity under ASX Listing Rules 7.1 and 7.1A.

In preparing the Company's notice of 2023 Annual General Meeting, it has become apparent that the Company inadvertently breached its maximum placement capacity in relation to its placement, announced on 6 June 2023.

In relation to that breach:

1. The breach occurred on 6 June 2023 when the Company agreed to issue shares and options under that placement;
2. The breach occurred as a result of the agreement to issue 41,923,147 options in excess of the Company's available capacity under Listing Rule 7.1 at that date when it agreed the terms of the placement;
3. On 7 June 2023 the Company's shareholders ratified all previous issues of shares, refreshing the Company's placement capacity under Listing Rule 7.1 and 7.1A meaning the Company had the capacity to issue those 41,923,147 options as at 7 June 2023
4. At no point did the Company issue any shares or options over and above its placement capacity limits under Listing Rules 7.1 or 7.1A when it issued the shares and options under the placement on 14 and 15 June 2023.

The ASX will not permit a company to issue securities in excess of its placement capacity. Accordingly, the Company cannot ratify the issue of the 41,923,147 options, and they will be counted as securities issued without shareholder approval under Listing Rule 7.1 when calculating the Company's placement capacity for 12 months from their issue on the 6 June 2023.

The Company has provided an undertaking to the ASX that it will not issue any equity securities without shareholder approval until 16 September 2023 unless the issue comes within an exception in Listing Rule 7.2.

Annexed to this announcement are the worksheets prepared by the Company used to calculate its placement capacity.

--ends--

Invictus Energy Limited

ABN 21 150 956 773

L1, 10 Outram Street, West Perth WA 6005 Australia

T: [phone] E: [e-mail]

Approved for release by the Board

Questions and Enquiries
Investors	Media
Scott Macmillan	Josh Nyman
MANAGING DIRECTOR	SPOKE.
P. [phone]	P. [phone]
E. [e-mail]	E. [e-mail]

About Invictus Energy Ltd (ASX: IVZ)

Invictus Energy Ltd is an independent upstream oil and gas company listed on the Australian Securities Exchange (ASX: IVZ). The Company is headquartered in Perth, Australia and has offices in Harare, Zimbabwe. Invictus is opening one of the last untested large frontier rift basins in onshore Africa - the Cabora Bassa Basin - in northern Zimbabwe through a high impact exploration programme.

Invictus Energy is committed to operating in a safe, ethical and responsible manner, respecting the environment, our staff, contractors and the communities in which we work.

Work sheet to calculate placement capacity under Listing Rule 7.1

Guidance Note 21 Annexure B

Step 1: calculate "A" in rule 7.1

Date of issue or agreement to issue securities	24 August 2023
The "relevant period" as defined in rule 7.1
Note: if the entity has been admitted to the official list for	Note Invictus Energy fully refreshed its LR7.1 & LR7.1A allowance at the AGM
12 months or more, this will be the 12 month period
held on 24 November 2022
immediately preceding the date of the issue or agreement
referred to in the previous cell; if the entity has been	(i) A1 below represents the Shares on issue from 25 November 2022 following 100%
admitted to the official list for less than 12 months, this
will be the period from the date the entity was admitted to	refresh of the Company's 7.1 & 7.1A placement capacity
the official list to the date immediately preceding the date
of the issue or agreement).
A1: total number of fully paid ordinary securities	878,422,840(i)
on issue at the commencement of the relevant
period
A2: number of fully paid ordinary securities	106,127,015, 2 June 2023, SPP shares $0.12 each, exception 5
issued in the relevant period under an exception in
rule 7.2 other than exception 9, 16 or 17	4,625,000, 27 June 2023, $0.12 each, exception 14
	306,373, 21 July 2023, exception 14
A3: number of fully paid ordinary securities	28/11/2022 17 cent option conversion	52,272
issued in the relevant period on the conversion of
28/11/2022 14 cent option conversion	431,164
convertible securities within rule 7.2 exception 9
where: (a) the convertible securities were issued or	29/11/2022 17 cent option conversion	90,909
agreed to be issued before the commencement of	14/12/2022 14 cent option conversion	3,181,116
the relevant period; or (b) the issue of, or
14/12/2022 17 cent option conversion	143,000
agreement to issue, the convertible securities was
approved or taken to be approved under rule 7.1 or	16/12/2022 17 cent option conversion	5,698,516
7.4	12/01/2023 14 cent option conversion	27,113
	30/01/2023 14 cent option conversion	67,240
	30/01/2023 17 cent option conversion	68,182
	26/06/2023 14 cent option conversion	37,958
	7/08/2023 14 cent option conversion	19,521
	Total	9,816,991
A4: number of fully paid ordinary securities
issued in the relevant period under an agreement to
issue securities within rule 7.2 exception 16 where:
(a) the agreement was entered into before the
commencement of the relevant period; or (b) the
agreement or issue was approved or taken to be
approved under rule 7.1 or 7.4
A5: number of any other fully paid ordinary	72,875,000 shares,$0.12 each, resolution 7, EGM held 7 June 2023
securities issued in the relevant period with	5,833,333 shares, $0.12 each, resolution 5, EGM held 7 June 2023
approval under rule 7.1 or 7.4
Note: This may include fully paid ordinary securities issued in the
relevant period under an agreement to issue securities within
rule 7.2 exception 17 where the issue is subsequently approved
under rule 7.1.

A6: number of partly paid ordinary securities that	-
became fully paid ordinary securities in the
relevant period
A7: number of fully paid ordinary securities	-
cancelled in the relevant period
"A" = A1 + A2 + A3 + A4 + A5 +A6 - A7	1,078,006,552
Step 2: calculate the aggregate rule 7.1 placement capacity available
Rule 7.1 capacity = A x 15%	161,700,982
Step 3: calculate "C" in rule 7.1 (placement capacity already used)
C1: total number of equity securities issued or	April Placement attaching options - 36,437,500, 6 April 2023
agreed to be issued in the relevant period
	Broker Placement options - 10,397,917, 6 April 2023
	SPP Overs attaching options - 11,396,770, 31 May 2023
	June Placement shares - 79,694,064, 6 June 2023 (balance of shares from a total
	106,250,000, allowing for 26,555,936 shares allocated to 7.1A )
	June Placement options - 53,124,981, 6 June 2023
	Shares issued in lieu of fees - 2,083,333, 21 July 2023
	Option issued in lieu of fees - 1,041,667, 21 July 2023
	Shares issued in lieu of fees - 3,657,654, 24 August 2023
C2: number of equity securities issued or agreed	April Placement attaching options - 36,437,500,
to be issued in the relevant period with security
holder approval under rule 7.1 or 7.4	Broker Placement options - 10,397,917,
C3: number of equity securities issued or agreed
to be issued in the relevant period under rule 7.1A.2
C4: number of equity securities issued or agreed
to be issued in the relevant period under an
exception in rule 7.2
"C" = C1 - C2 - C3 - C4	150,998,469
Step 4: calculate remaining rule 7.1 placement capacity
Remaining capacity = Rule 7.1 capacity - C	10,702,513

Capacity is prior to quarantining of securities subject to the placement capacity breach

Work sheet to calculate placement capacity under Listing Rule 7.1A

Guidance Note 21 Annexure C

Step 1: confirm entitlement to use rule 7.1A placement capacity

Date of AGM approving additional placement	24-Nov-2022
capacity under rule 7.1A (must be not more than 12
months prior to the issue or agreement to issue
securities in question)
Confirm that at the date of the AGM above, the	Confirmed that the market capitalisation at 24 November 2022 was below $300 million
entity's market capitalisation was less than	and not included in ASX 300 Index
$300 million and the entity was not included in the
S&P/ASX 300 Index
Confirm that since the date of the AGM above the	Confirmed
entity has not had a subsequent AGM
Confirm that since the date of the AGM above the	Confirmed
entity's security holders have not passed a
resolution approving a transaction under Listing
Rule 11.1.2 or 11.2
Confirm the securities being issued are in a class of	Confirmed
securities presently quoted on ASX
If the securities were issued within 10 trading days	April placement announced 6 April 2023 issuing 72,875,000 at $0.12 each, with the 15
of date on which the price for the issue of the	day VWAP calculated from 14 March - 3 April 2023, VWAP of $0.10716 as
securities was agreed, state:	calculated via IRESS. Representing a 10.7% discount to the 15 day VWAP.
• the date on which the price for the issue of the
securities was agreed (the agreement date);
• the period covered by the 15 trading days on	June placement announced 6 June 2023 issuing 26,555,936 at $0.12 each, with the 15
which trades in that class were recorded	day VWAP calculated from 12 May - 1 June 2023, VWAP of $0.11424 as
immediately before the agreement date; and	calculated via IRESS. Representing a 4.8% discount to the 15 day VWAP.
• the volume weighted average price ('VWAP') for
securities in the relevant class over that period
If the securities were not issued within 10 trading	NA
days of date on which the price for the issue of the
securities was agreed, state:
• the date on which the securities were issued
(the issue date);
• the period covered by the 15 trading days on
which trades in that class were recorded
immediately before the issue date; and
• the volume weighted average price ('VWAP') for
securities in the relevant class over that period
Who was the source of the VWAP calculation	IRESS
referred to above
Confirm the securities have been or are being	Confirmed
issued for a cash consideration only