Invigor : Prospectus Lodged 21 January 2022

For personal use only

INVIGOR GROUP LIMITED

ACN 081 368 274

PROSPECTUS

For the issue of 100 million Placement Shares and 50 million attaching Options (issued on a 1:2 basis) to Professional and Sophisticated Investors at an issue price of $0.10 per Placement Share (Placement), together with the Options Offer.

The Prospectus is also issued for the purpose of section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of Shares issued by the Company prior to the Closing Date.

IMPORTANT NOTICE

This Prospectus is dated 21 January 2022.

This Prospectus is important and requires your immediate attention. You should read this Prospectus in its entirety and consult your professional adviser in respect of the contents of this Prospectus.

Invigor Group Limited	ABN: 75 081 368 274
Level 16, 56 Pitt Street	Tel: [phone]
Sydney, NSW 2000	[e-mail] invigorgroup.com

For personal use only

Contents
Contents ........................................................................................................................................................	2
Key Dates for Offer ........................................................................................................................................	3
Key Offer Statistics ........................................................................................................................................	4
Important Information ....................................................................................................................................	5
1.	Chairman's Letter ..................................................................................................................................	8
2.	Investment Overview ...........................................................................................................................	10
3.	Details of the Offers .............................................................................................................................	21
4.	Purpose and effect of the Offers..........................................................................................................	27
5.	Company Overview .............................................................................................................................	31
6.	Financial Information ...........................................................................................................................	38
7.	Risk Factors.........................................................................................................................................	50
8.	Information deemed to be incorporated in this Prospectus .................................................................	55
9.	Taxation ...............................................................................................................................................	59
10.	Additional information ......................................................................................................................	62
11.	Directors' authorisation ..................................................................................................................	733
12.	Definitions ........................................................................................................................................	74

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For personal use only

Key Dates for Offer

	Event	Date
	Lodgement of Notice of Meeting	21 December 2021
	Date of EGM	21 January 2022
	Date of Lodgement of Prospectus with ASIC and	21 January 2022
	ASX
	Opening Date of the Offers	21 January 2022
	Invigor issues securities set out in the Notice of	Before 12:00pm (Sydney time), 24 January 2022
	Meeting (except for the Shares and Options
	issued under this Prospectus)*
	Closing Date of the Offers	5:00pm (Sydney time), 24 January 2022
	Settlement date for the Placement Shares	25 January 2022
	Lodgement of Appendix 2A and 3G in respect of	Before 12.00pm (Sydney time), 25 January 2022
	the Placement Shares, Placement Options and
	Options under this Prospectus
	Allotment and issue of the Placement Shares,	27 January 2022
	Placement Options and Options under this
	Prospectus*
	Dispatch of holding statements	27 January 2022
	Satisfaction of ASX reinstatement conditions	27 January 2022
	Anticipated date for reinstatement to ASX and	1 February 2022
	suspension of trading lifted
	Effective date of return of capital in respect of	4 February 2022
	PrimaryMarkets and Sumabe shares*

*Note: The proposed issue of equity securities set out in the Notice of Meeting (including the Shares and Options offered under this Prospectus), and the proposed return of capital set out in the Notice of Meeting, are subject to shareholder approval being obtained at the EGM.

All dates are indicative only and subject to change without prior written notice. Any extension of the Closing Date will have a consequential effect on the date of issue of the Placement Shares, Placement Options and all other Options offered under this Prospectus. The Company also reserves the right not to proceed with any of the Offers at any time before the issue of Securities to Applicants.

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Key Offer Statistics

Key Offer Statistics	Details

Placement

use only

Total number of Placement Shares to be issued under the Placement

Total number of Placement Options to be issued under the Placement

Offer price per Placement Share to be issued under the Placement

Offer price per Placement Option to be issued under the Placement

Up to 100,000,000 Placement Shares

Up to 50,000,000 Placement Options

$0.10 per Placement Share

As part of the Placement, Professional and Sophisticated Investors who apply for Placement Shares will also receive Placement Options on a 1:2 basis, such that one Option will be issued for every two Placement Shares issued to Professional and Sophisticated Investors.

The Placement Options will be issued for nil consideration. The exercise price of all Placement Options will be $0.25 per Placement Option.

Options Offer

Total number of Options to be issued under the Options Offer

Offer price per Option to be issued under the Options Offer

Offers of up to:

1. 10,000,000 Options to PAC Partners;
2. 3,684,002 Options to Dylide; and
3. 9,747,024 Options to Glowaim.

The Options under the Options Offer will be issued for nil consideration. The exercise price:

1. in respect of the Options proposed to be issued to PAC Partners and Dylide will be $0.25 per Option; and
2. in respect of the Options proposed to be issued to Glowaim, will be $0.10 per Option.

For personal

The proposed issue of the Placement Shares, Placement Options and the Options under the Options Offer set out above is subject to the Company obtaining certain approvals from its Shareholders at the EGM.

This Prospectus has also been prepared to meet the requirements of section 708A(11) of the Corporations Act, so that any trading restrictions on Shares issued by the Company prior to the Closing Date are removed.

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For personal use only

Important Information

Offers under this Prospectus

This Prospectus is issued by Invigor Group Limited (ACN 081 368 274) (Company or Invigor) in accordance with sections 710 and 712 of the Corporations Act.

The Offers contained in this Prospectus include:

1. the offer of Placement Shares and Placement Options under the Placement, comprising:
2. 1. the offer of up to 100,000,000 Placement Shares by way of a placement to Professional and Sophisticated Investors at an offer price of $0.10 per Placement Share to raise a maximum aggregate amount of $10 million; and
   2. the offer of up to 50,000,000 attaching Placement Options to Professional and Sophisticated Investors, as part of the Placement, with an exercise price of $0.25 per Option, on the basis that one Option will be issued for every two Placement Shares issued to Professional and Sophisticated Investors,

(collectively, the Placement); and

1. the offer of Options (other than the Placement Options), comprising of:
2. 1. the offer of 10,000,000 Options to PAC Partners for nil consideration, with an exercise price of $0.25 per Option;
   2. the offer of 3,684,002 Options to Dylide for nil consideration, with an exercise price of $0.25 per Option; and
   3. the offer of 9,747,024 Options to Glowaim for nil consideration, with an exercise price of $0.10 per Option,

(collectively, the Options Offer),

(noting that the Placement and Options Offer are collectively referred to as the Offers).

The proposed issue of the Placement Shares, Placement Options and the Options under the Options Offer set out above is subject to the Company obtaining certain approvals from its Shareholders at the EGM. See Section 3 for further details in relation to the Offers.

Lodgement

This Prospectus is dated 21 January 2022 (Prospectus Date) and a copy of this Prospectus was lodged with ASIC on that date. None of ASIC, ASX nor any of their respective officers take any responsibility for the content of this Prospectus, or the merits of the investment to which this Prospectus relates.

Expiry date

This Prospectus expires on the date that is 13 months after the Prospectus Date. No Securities may be issued under this Prospectus later than 13 months after the date of this Prospectus.

General

This Prospectus should be read in its entirety. If you do not fully understand this Prospectus or are in any doubt as to how to deal with it, you should consult your professional adviser.

Selling restrictions

This Prospectus does not constitute an offer or an invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to lodge or register this Prospectus, nor to register the Placement Shares, Options or the Offers, in any jurisdiction other than Australia.

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