Invigor : Statement of Confirmations for Reinstatement

ASX Announcement

20 April 2022

STATEMENT OF CONFIRMATIONS

Invigor Group Limited (ASX: IVO) ("Invigor" or "the Company") provides the following confirmations to satisfy certain conditions for reinstatement of the Company's securities to quotation on ASX.

Capitalised terms in this announcement have the same meaning as given under the Company's prospectus dated 21 January 2022 (Prospectus) unless the context otherwise requires.

• 1. Top 20 Shareholders

  Refer to Schedule A.

• 2. Distribution Schedule

  Refer to Schedule B.

• 3. Capital Placement and Prospectus Status

  The Company confirms the prospectus closed 24 January 2022 and the following results:

  • a) Subscriptions for 91,676,896 shares at $0.10 per share, were received, totalling $9.168m ($6.8m cash before capital raise costs and $2.368m in satisfaction of creditor repayments). Issuance of 45,838,446 Options at $0.25 exercise price issued on a 1:2 basis.

  • b) Issuance of placement options totalling 13,684,002 at a $0.25 exercise price per option, as per the Prospectus.

  c) Issuance of placement options totalling 9,747,024 at a $0.10 exercise price per option as per the Prospectus.

• 4. Debt Restructure

  The Company confirms the issue of the following shares subsequent to shareholder approval at the 21 January 2022 General Meeting:

  a) 35,151,390 shares at $0.30 per share were issued converting debt of $10.545m to

Equity.

b) 9,383,975 shares at $0.07 per share (30% discount to $0.10 placement shares) were issued, converting convertible notes of $0.657m to Equity.

• c) 663,255 shares at $0.10 per share were issued to secured staff loan recipients, converting $0.066m to Equity.

• d) 125,000 shares at $0.20 per share were issued to Mr Gary Inberg in lieu of Directors Fees of $0.025m

• e) 35,151,390, $0.30 shares and 9,383,975, $0.07 shares have been voluntarily escrowed for six months to 27 July 2022.

• 5. Selective Capital Reduction

  Cancellation of shares issued to PrimaryMarkets and Sumabe Australia Pty Ltd as per the shareholder approval obtained at the January 21 2022 General Meeting.

• 6. Statement of Capital Structure

  The capital structure of the Company following the offer is set out below, further details of which are set out in the Prospectus:

  See over page

Shares

Warrant Holder	Value	Expiry date
Partners for Growth IV, LP @ $8	250,000	26 April 2022
Allectus Capital Limited @ $4	133,333	7 June 2022
Total	363,333
Notes

Shares

Shares on issue on completion of offer	153,199,866
Options (Unlisted)
Options on issue	Number	Expiry date
Options @ $10	3,750	19 April 2022
Options @ $10	25,758	20 May 2022
Options @ $6	5,004	22 June 2022
Options @ $10	10,002	3 July 2022
Options @ $10	1,251	5 July 2022
Options @ $6	2,502	5 July 2022
Options @ $10	8,340	1 August 2022
Options @ $10	3,750	3 April 2023
Options @ 7c	2,125,000	7 May 2023
Options @ $20	441,676	4 December 2023
Options @ 15c	200,000	29 June 2024
Options @ 25c	400,000	29 June 2025
Options @ 40c	300,000	29 June 2025
Options @ 50c	400,000	29 June 2025
Options @ 25c	400,000	1 July 2025
Options @ 40c	300,000	1 July 2025
Options @ 50c	400,000	1 July 2025
Options @10c	9,747,026	27 January 2025
Options @25c1	59,522,448	27 January 2025
TOTAL OPTIONS	74,296,507
Notes

1. The full terms and conditions of the $0.25 Options issued 28 January as listed in the prospectus are set out in Schedule C.

Warrants

As per the Prospectus, there are two Warrants on issue, per the details below:

2. Warrants issued to Partners for Growth IV, LP @$6 with a value of $333,333 expired on 2 February 2022 as disclosed to the market on 03 February 2022

5. Pro Forma Balance Sheet:

FY2021 Audited $000	31 Mar 2022 Pro Forma $000
Cash and cash equivalents (a) Trade and other receivables Total current assets 1 1,618 1,020 1,097 1,021 2,715 Property, plant and equipment Iong-term Loan Receivable 2 2 0 87
Total non-current assets 2 89
Total assets 1,023 2,804
Cash and cash equivalents 47 0 Trade and other creditors and accruals Interest bearing loans and borrowings Provisions 8,351 940 12,523 11 234 124 Total current liabilities 21,155 1,075 Interest bearing loans and borrowings Provisions 0 2,706 37 163
Total non-current liabilities 37 2,869
Total liabilities 21,192 3,944
Net assets (20,169) (1,140)
Issued capital (b) Reserves Accumulated losses 276 20,149 3,868 3,873 (24,313) (25,162)
Total equity (20,169) (1,140)

As illustrated above, the Board confirms that it satisfies the 'working capital test' of at least $1.5 million pursuant to listing Rule 1.3.3(c)

See Schedule D for full proforma Balance Sheet and independent Accountants Certificate.

6. Statement of Commitments

The statement of commitments based on funds raised is set out below:

$9.168 million raise $ million %
Debt retirement Working capital Payments to accrued creditors Transaction costs	3.2 34.8 1.6 17.4 3.7 40.2 0.7 7.6
Total	9.2 100

• 7. Working Capital

  The Directors are satisfied that upon reinstatement of its Shares to trading on the Official List, the Company will have sufficient working capital to carry out its objectives as stated in the Prospectus.

• 8. Current Debt Structure

  Debt Holder	Amount	Repayment Date
  $'000
  a. Allectus Capital Limited Working Capital Loan	1,400	30 April 2024
  b. Glowaim Facility	929	31 May 2023
  c. Marcel Equity Pty Ltd (CN Assignment)	377	30 April 2023
  Total	2,706
  Notes:

  • a. Working Capital loan, secured, interest rate at 8%pa, with a matching dollar for dollar ($1,400,000) issue of options, with the facility fully repayable on 30 April 2024. The number of options to be issued will be determined by dividing $1,400,000 by the price equivalent to the average share price (VWAP) of the first 10 days of trading following re-instatement. The exercise price of the options will also be equivalent to the 10-day VWAP mentioned above. The issue of options will be subject to shareholder approval, which will be sought at the upcoming AGM to be held on 31 May 2022, and the terms of these options will be detailed in the Notice of Meeting.

  • b. Glowaim, fixed term loan facility is secured and accrues interest at 20% pa and is repayable by 31 May 2023 or earlier at the Company's discretion without penalty.

  • c. Marcel Equity Pty Ltd, (CN Assignment) fixed term loan is unsecured and accrues interest at 20%pa. and is repayable by 30 April 2023 or earlier, at the Company's discretion, without penalty.