Invictus Energy : AGM Notice of Meeting & Proxy Form

INVICTUS ENERGY LTD

ACN 150 956 773

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME:9.30am WST Perth Australia

DATE:

27 October 2023

PLACE: Celtic Club, 48 Ord Street, West Perth WA 6005

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

This Notice 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 9.30am on 25 October 2023.

B US I N E S S O F T HE M E E TI N G

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS
   To receive and consider the annual financial report of the Company for the financial year ended 30 June 2023 together with the declaration of the Directors, the Director's report, the Remuneration Report and the auditor's report.
2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-bindingresolution:

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2023."

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

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

3. RESOLUTION 2 - ELECTION OF DIRECTOR - JOHN BENTLEY

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

"That, for the purpose of clause 15.4 of the Constitution, Listing Rule 14.4 and for all other purposes, John Bentley, a Director who was appointed as an additional Director on 1 February 2023, retires, and being eligible, is elected as a Director."

4. RESOLUTION 3 - ELECTION OF DIRECTOR - ROBIN SUTHERLAND

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

"That, for the purpose of clause 15.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Robin Sutherland, a Director who was appointed as an additional Director on 1 February 2023, retires, and being eligible, is elected as a Director."

5. RESOLUTION 4 - APPROVAL OF 7.1A MANDATE

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

"That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement."

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

5665-05/3273478_9

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6. RESOLUTION 5 - RATIFICATION OF PRIOR ISSUE OF JUNE PLACEMENT SHARES UNDER 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 26,555,936 Shares on the terms and conditions set out in the Explanatory Statement."

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

7. RESOLUTION 6 - RATIFICATION OF PRIOR ISSUE OF JUNE PLACEMENT SHARES AND OPTIONS UNDER 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 79,694,064 Shares and 11,201,675 Options on the terms and conditions set out in the Explanatory Statement."

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

8. RESOLUTION 7 - RATIFICATION OF PRIOR ISSUE OF SPP 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 7.4 and for all other purposes, Shareholders ratify the issue of 11,396,841 Options on the terms and conditions set out in the Explanatory Statement."

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

9. RESOLUTION 8 - RATIFICATION OF PRIOR ISSUE OF SHARES TO SERVICE PROVIDER

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 2,083,333 Shares and 1,041,667 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 9 - RATIFICATION OF PRIOR ISSUE OF SHARES FOR 2D SEISMIC SERVICES

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 3,657,654 Shares on the terms and conditions set out in the Explanatory Statement."

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

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11. RESOLUTION 10 - APPROVAL TO ISSUE OPTIONS TO DIRECTOR - JOHN BENTLEY

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

"That, subject to the passing of Resolution 2, for the purposes of Listing Rule

10.11 and for all other purposes, approval is given for the Company to issue 3,000,000 Options to John Bentley (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.

12. RESOLUTION 11 - APPROVAL TO ISSUE OPTIONS TO DIRECTOR - ROBIN SUTHERLAND

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

"That, subject to the passing of Resolution 3, for the purposes of Listing Rule

10.11 and for all other purposes, approval is given for the Company to issue 3,000,000 Options to Robin Sutherland (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.

13. RESOLUTION 12 - RATIFICATION OF PRIOR ISSUE OF SHARES ISSUED IN TRANCHE 1 OF SEPTEMBER 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 7.4 and for all other purposes, Shareholders ratify the issue of 50,000,000 Shares on the terms and conditions set out in the Explanatory Statement."

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

14. RESOLUTION 13 - APPROVAL TO ISSUE SHARES FOR TRANCHE 2 OF SEPTEMBER 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 50,000,000 Shares on the terms and conditions set out in the Explanatory Statement."

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

15. RESOLUTION 14 - APPROVAL TO ISSUE OPTIONS TO PARTICIPANTS IN TRANCHE 1 AND TRANCHE 2 OF SEPTEMBER PLACEMENT

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 7.1 and for all other purposes, approval is given for the Company to issue up to 33,333,334 Options on the terms and conditions set out in the Explanatory Statement."

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

16. RESOLUTION 15 - INCREASE IN TOTAL AGGREGATE REMUNERATION FOR NON- EXECUTIVE DIRECTORS

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

"That, for the purposes of clause 15.8 of the Constitution, Listing Rule 10.17 and for all other purposes, Shareholders approve an increase of the total aggregate amount of fees payable to non-executive Directors from $400,000 per annum to $500,000 per annum in accordance with 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 16 - APPROVAL TO ISSUE LONG TERM EQUITY INCENTIVES TO MANAGING DIRECTOR - 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 2,515,000 Options to Scott Macmillan (or his 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.

18. RESOLUTION 17 - APPROVAL TO ISSUE LONG TERM EQUITY INCENTIVES TO NON- EXECUTIVE CHAIR - JOHN BENTLEY

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

"That, subject to the passing of Resolution 2, 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 980,000 Options to John Bentley (or his 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.

19. RESOLUTION 18 - APPROVAL TO ISSUE LONG TERM EQUITY INCENTIVES TO NON- EXECUTIVE DIRECTOR - JOE MUTIZWA

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

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