INV.vx 2025 Annual Report

2025

FOR THE YEAR ENDED 30 JUNE 2025

04

LETTER FROM THE CEO AND CHAIRMAN

08 DIRECTORS' REPORT

24

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

1. FCIONNASNOCLIIADLATPOEDSITSTIOATNEMENT OF

2. COHNANSOGLEISDIANTEDQUSTITAYTEMENT OF

3. CAOSNHSOFLOIDWATS ED STATEMENT OF

   28

   1. SUMMARY OF MATERIAL ACCOUNTING POLICIES

30 2. NEW AND AMENDED STANDARDS NOT YET

ABN 21 150 956 773

Corporate Directory

DIRECTORS John Bentley Non-Executive Chairman

Joseph Mutizwa Non-Executive Director

& Deputy Chairman

Mr Scott Macmillan Managing Director

Mr Gabriel Chiappini Non-Executive Director

Mr Robin Sutherland Non-Executive Director

ADOPTED BY THE GROUP

30 3. FINANCIAL RISK MANAGEMENT

32

4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

33 5. SEGMENT INFORMATION

33 6. EXPENSES

1. 7. AUDITOR REMUNERATION

2. 8. TAXATION

3. 9. (LOSS) PER SHARE

4. 10. CASH AND CASH EQUIVALENTS

COMPANY SECRETARY

REGISTERED OFFICE

SHARE REGISTER

STOCK EXCHANGE LISTING

Mr Gabriel Chiappini

Level 1, 10 Outram Street West Perth WA 6005

Tel: +618 6102 5055

Fax: +618 6323 3378

Computershare Investor Services Pty Level 17, 221 St Georges Terrace Perth Western Australia 6000

Tel: 1300 787 272

Fax: +618 9323 2033

Email: web.queries@computershare.com.au

Australian Securities Exchange

(ASX: IVZ)

36 11. EXPLORATION AND EVALUATION EXPENDITURE

37 12. TRADE AND OTHER PAYABLES

37 13. SHARE CAPITAL

39 14. RESERVES

39 15. INTERESTS IN OTHER ENTITIES

42

16. RECONCILIATION OF LOSS AFTER INCOME TAX TO NET CASH OUTFLOW USED

43 17. PARENT ENTITY

44 18. RELATED PARTY TRANSACTIONS

44 19. SHARE-BASED PAYMENTS

48 20. EVENTS OCCURRING AFTER REPORTING DATE

48 21. CAPITAL AND OTHER COMMITMENTS

48 22. CONTIGENCIES

49

CONSOLIDATED ENTITY DISCLOSURE STATEMENT

1. DIRECTOR'S DECLARATION

2. INDEPENDENT AUDIT REPORT

1. AUDITORS INDEPENDENCE DECLARATION

2. OTHER ADDITIONAL ASX INFORMATION

   AUDITOR BDO Audit Pty Ltd

   Level 9, Mia Yellagonga Tower 2

   5 Spring Street

   Perth WA 6000

   SOLICITORS Steinepreis Paganin

   Level 4, The Read Buildings 16 Milligan Street

   Perth WA 6001

   WEBSITE https://www.invictusenergy.com

   
   
   

   Letter kom the Managing Director and Chairman

   
   
   

   Directors' Report

   ‌Letter kom the

   Managing Director and Chairman

   
   
   

   A year of transikon

   Laying the foundakon for growth

   It is with great pride and optimism that we reflect on the achievements of Invictus Energy Ltd over the course of the 2024 Financial Year. This year has been transformational for our company, marked by major milestones that significantly advance our journey from exploration to development, bringing us closer to realising the full potential of our projects in Zimbabwe that continue to position Invictus as a leader in Southern Africa's energy landscape.

   "We share a deep sense of pride in securing this partnership

   and in the opportunikes AMOG presents for all stakeholders as it looks to unlock A£ica's vast energy potenkal."

   Securing a

   transformakonal partnership

   Confirmation of our partnership with Qatari-based Al Mansour Holdings (AMH), led by His Highness Sheikh Mansour bin Jabor bin Jassim Al Thani of Qatar, represents one of the most

   important milestones in Invictus's history. This outcome followed more than a year of detailed negotiations, led by our senior leadership team with strong support from the Board.

   Finalised shortly after year end, this partnership has been exceptionally well received by the market. It reflects confidence not only in the quality of our Cabora Bassa Project, but also in Invictus' emergence as a trusted and credible African upstream company.

   AMH brings long-term institutional backing and investment commitment across multiple industries in Africa. By aligning with AMH, Invictus is strategically positioned at the centre of a far-reaching African growth story.

   Expanding our Akican energy footprint

   Together with AMH, we launched Al Mansour Oil & Gas (AMOG), a new Africa-focused upstream joint venture company. While Cabora Bassa remains our flagship asset, AMOG has been established to acquire and invest in upstream producing and near-term development oil and gas assets across Africa, as

   well as pursue strategic corporate merger and acquisition opportunities.

   The venture will be underpinned by the technical and commercial expertise of Invictus with the financial backing of a sovereign-linked financial partner through AMH and the Al Mansour Group. AMOG aspires to be the largest private Qatari E&P company with interests outside of Qatar. AMOG will serve as the energy sector anchor within a broader pan-African investment strategy by AMH.

   
   
   
   
   
   

   Deepening nakonal partnerships

   Invictus Energy has continued to strengthen its partnerships within Zimbabwe, underscoring the national importance

   of the Cabora Bassa Project and its role as a catalyst for the development of a domestic oil and gas industry.

   During the year, the Company received strong support from institutional shareholder, Mangwana Capital, which has been instrumental in mobilising a strategic investment consortium. This cornerstone group includes the Mutapa Investment Fund (the Sovereign Wealth Fund of Zimbabwe), the National Social Security Authority (NSSA) and a number of other leading local institutional investors. Their participation not only reinforces confidence in the Company's long-term prospects but also demonstrates alignment between Invictus' success and Zimbabwe's economic development objectives.

   A landmark achievement was Invictus' listing on the Victoria Falls Stock Exchange (VFEX), providing Zimbabwean investors with the opportunity to directly participate in the Company's growth. This milestone broadens the shareholder base, fosters inclusive ownership and enhances alignment with national stakeholders.

   Following year end, the Company achieved another significant milestone with the award of National Project Status (NPS) by the Government of Zimbabwe. NPS recognises projects of strategic national importance and confers both fiscal and non-fiscal incentives to accelerate development.

   In parallel, Invictus and the Government have finalised the terms of the Petroleum Production Sharing Agreement (PPSA), which at time of writing was being prepared for execution. The PPSA establishes the fiscal and legal framework for the Cabora Bassa Project and lays the foundation for the project to deliver lasting benefits for Zimbabwe.

   Community and environmental stewardship

   Invictus prides itself on strong connections with the communities in which it operates. During the year, we supported a range

   of social and cultural initiatives in our districts, including Independence Day celebrations and awareness workshops.

   In the week following year end, our team participated in a Ministry of Education careers day for students from 11 rural schools in upper Muzarabani, highlighting the diverse career opportunities within the energy sector. Throughout the year, Invictus was also represented at various trade and industry events and contributed to Ministry of Energy workshops on the development of a National Energy Plan.

   Corporate Social Responsibility activities towards the end of 2024, particularly fire prevention and road clearing, prevented uncontrolled bushfires during the dry season, with benefits

   extending into 2025, supporting effective environmental recovery during the wet season.

   During the year, the Environmental Management Agency (EMA) approved our Environmental and Social Impact Assessment (ESIA) for pilot production activities at the Cabora Bassa Project, which includes the Eureka Gold Mine Gas-to-Power Project. The ESIA approval reinforces our commitment to responsible, sustainable development, and paves the way for 3D seismic and further appraisal drilling.

   Additionally, the Company's Exploration Environmental Impact Assessment Certificate was renewed in April, which represents one of Zimbabwe's largest and most comprehensive ESIAs ever developed and our commitment to best practice management of environmental and social issues in our operational footprint.

   MFCI sets eye on carbon future

   Invictus's Miombo Forest Carbon Investments (MFCI) division has been closely monitoring the development and introduction of the Climate Change Management Bill 2025 - Zimbabwe's first national legislation governing emerging carbon markets.

   The Bill establishes a robust framework to monitor and regulate carbon credits for projects such as the Ngamo-Gwayi-Sikumi (NGS) REDD+ project, which supports the Company in offsetting Scope 1 and 2 emissions generated across the lifecycle of the Cabora Bassa Project.

   MFCI and its partner the Forestry Commission of Zimbabwe have completed the registration process and submitted all documentation required for approval of the NGS REDD+ project under the new regulatory framework and are now awaiting approval.

   Directors' Report

   
   
   

   Letter kom the

   Managing Director and Chairman

   
   
   
   
   
   
   
   
   

   " Planning for high-impact explorakon drilling at the Musuma-1 well is advanced and will provide valuable insights into the Eastern Margin plays, and targeted appraisal at

   the Mukuyu gas field will refine our focus for the project's inikal development phase."

   6

   INVICTUS ENERGY LIMITED

   2025 ANNUAL REPORT

   Operakonal outlook

   Over the past two years, Cabora Bassa exploration success has positioned Invictus as an emerging energy producer in Sub-Saharan Africa.

   The next 24 months will include well testing and appraisal drilling at Mukuyu, pilot production planning for our gas-to-power pilot at Eureka Gold Mine and critical permitting and infrastructure approvals. Planning for high-impact exploration drilling at the Musuma-1 well is advanced and will provide valuable insights into the Eastern Margin plays, refining our focus for the project's initial development phase.

   While the precise timeline for development will ultimately be guided by the outcomes of appraisal activities, the work

   completed to date has established a strong foundation for the transition to development. These milestones underscore the Company's commitment to advancing the Cabora Bassa Project in a disciplined and transparent manner.

   Licence renewals (including Special Grant 4571 and EPO 1848 and 1849) provide extended tenure security across the basin, supporting ongoing exploration and development.

   Improving facilikes

   Activity will be supported from our new corporate headquarters in Harare to facilitate ongoing growth as well as accommodate senior expatriate staff while in country during field activities.

   Development works also continued at our supply base in the Cabora Bassa Basin, which now has accommodation for 20 staff and supporting storage, logistics and workshop

   spaces to cater to full-scale exploration drilling and associated contractor activity.

   These facilities will provide us with the infrastructure to deliver our future programs and activities.

   Unlocking value and growing our resource base

   Invictus is committed to growing its resource base through a disciplined program of high-impact exploration and appraisal across the Cabora Bassa portfolio.

   Our fields, prospects and leads are continually advanced through seismic acquisition, drilling and well testing programs, with the objective of converting resources into Reserves classification -commercial resources that underpin long-term value.

   Completion of these appraisal programs will enable us to define a robust development plan, secure sales agreements, meet licensing requirements and obtain the financing necessary to bring these resources into production.

   The Mukuyu Gas Field's resource estimates will be updated following 3D seismic, appraisal drilling and well testing across its large 200km2 area to determine the ultimate resource volume.

   The Eastern Margin gas prospects in the Cabora Bassa Basin (which comprise eight high potential targets) are estimated to hold Prospective Resources of approximately 2.9 trillion cubic feet (Tcf ) of gas and 184 million barrels of condensate (gross mean unrisked). This includes the Musuma prospect, targeted by the upcoming Musuma-1 well, which is estimated to contain

   1.2 Tcf of gas and 73 million barrels condensate (gross mean unrisked).

   The Southern Basin Margin play contains conventional oil targets with an estimated Prospective Resource of 1.2 billion barrels of oil (gross mean unrisked) across five high potential prospects.

   Upcoming exploration drilling will aim to test and de-risk these targets.

   Corporate and financial strength

   During the year, Invictus significantly enhanced its corporate and financial position through a series of strategic initiatives. A cornerstone US$12 million placement was completed with

   Mangwana Capital, reinforcing strong local institutional support.

   Subsequent to year end, this was complemented by the landmark strategic investment from Al Mansour Holdings, which contributed US$24.5 million and secured conditional future financing of up to US$500 million to bring the Cabora Bassa Project into commercial production. The Qatari investment demonstrates confidence that the Zimbabwean Government's business-friendly policies provide a stable investment environment.

   The sovereign backing of Al Mansour Holdings underpins the establishment of Al Mansour Oil & Gas (AMOG), a joint venture platform with Invictus that will pursue broader upstream opportunities across Africa.

   Alongside these financial achievements, the Company strengthened its executive team with experienced leaders, ensuring organisational capacity is in place to deliver the next phase of growth and development.

   Looking ahead

   As we reflect on the year, we are energised by the foundation our Company has built. With the AMH partnership secured, AMOG established, NPS awarded, PPSA executed and preparations underway for appraisal and new exploration drilling, Invictus

   is poised for a new chapter of exploration, development and commercial success.

   The 2026 Financial Year will be one of execution - moving from partnerships and planning into tangible operational progress on the ground. With strong ongoing support from our partners,

   investors and the Government of Zimbabwe, we are confident in our ability to unlock the energy potential of Cabora Bassa for the benefit of all stakeholders.

   Furthermore, through our participation in AMOG, we aim to secure a position as one of Africa's leading players in the upstream sector, driving energy security, economic development and shareholder value.

   We thank our shareholders for your continued belief in our vision. Your support has been instrumental in achieving what many thought impossible and together, we are shaping a new chapter for Invictus Energy.

   John Bentley Scott Macmillan

   CHAIRMAN MANAGING DIRECTOR

   Directors' Report

   Directors' Report

   Your Directors present their report together with the financial statements on Invictus Energy Limited (the 'Company') and the entities it controlled (the

   "consolidated entity") at the year ended 30 June 2025.

   Review of Operakons

   During the year the Company undertook the following activities:

   • Eight high potential prospects defined in eastern Cabora Bassa totalling 2.9 Tcf gas and 184 MMbbl condensate (gross mean unrisked basis)

   • Narrowed focus to next exploration drilling at Musuma prospect to test eastern Cabora Bassa gas prospectivity

   • Exploration licence for SG 4571, which contains the Mukuyu discoveries, extended for three years by the Mining Affairs Board of Zimbabwe

   • 3D seismic and additional appraisal drilling and testing at Mukuyu planned

   • US$10 million Zimbabwe strategic capital raise completed at AU$0.10 per share with an additional US$2 million in oversubscriptions accepted by the Company

   • Invictus lists on Victoria Falls Stock Exchange (VFEX) under ticker code INV.vx

   • Zimbabwe Environmental Management Agency (EMA) has approved the Environmental Social Impact Assessment (ESIA) for pilot production activities at the Cabora Bassa Project

   • Musuma-1 confirmed as first high impact exploration well to be drilled outside the Mukuyu gas-condensate discovery area, selection based on strong direct hydrocarbon indicators identified

   • Preparation underway to spud well, including obtaining outstanding long lead items

   • Updated draft consolidated Petroleum Production Sharing Agreement and Petroleum Exploration Development and Production Agreement received with subsequent discussions held to finalise the terms of the agreement

   • Ministry of Finance has agreed to provide National Project Status to the Cabora Bassa Project, once formalised this would recognise the project's potential to generate broad-based economic benefits, attract foreign investment, create employment opportunities

   • Ongoing positive discussion with potential strategic partners.

   
   
   
   1. Directors and Company Secretary

      The Directors and the company secretary of the Company at any time during or since the end of the financial year are as follows.

      Directors

      Mr John Bentley - Non-Executive Chairman (Appointed 1 February 2023)

      Mr Bentley has more than 40 years' experience in international natural resource development, with a specific focus on Africa's upstream oil and gas industry since 1993, when he was appointed CEO exploration and production at South African oil company Engen Ltd. In 1996 he was instrumental in the formation of Energy Africa Ltd. and its listing on the Johannesburg and Luxembourg stock exchanges. Over the next five years as CEO, Mr Bentley led Energy Africa's growth, with a fourfold increase in production, operations in 12 African countries, and several important hydrocarbon resource discoveries. This laid the foundation for Tullow Oil to launch a successful US$500 million takeover of the Company in 2004. Mr Bentley has held executive and board roles in numerous E&P companies with the majority Africa focused including Vanco Energy Company, FirstAfrica Oil plc, Rift Oil plc, Caracal Energy Inc, Faroe Petroleum plc, Wentworth Resources Ltd and most recently Africa Energy Corp, which made the significant Brulpadda and Luiperd play opening discoveries offshore South Africa. Mr Bentley holds a degree in Metallurgy from Brunel University.

      Mr Bentley has not held any other directorships in the past 3 years.

      Interests in Invictus Energy Limited shares and options: 861,111 Ordinary shares, 8,188,333 Options and 3,500,000 Performance Rights.

      Mr Joe Mutizwa - Non-Executive Director Mangwana Capital (Appointed 19 May 2021)

      Mr Mutizwa is a non executive director of Mangwana Capital, a major shareholder of the Company and is a director of the Company's 100% owned local subsidiary Invictus Energy Resources Zimbabwe Pty Ltd. Mr Mutizwa served for ten years as Chief Executive of Delta Corporation, one of Zimbabwe`s largest listed companies before taking early retirement in 2012. He currently sits on the Presidential Advisory Council (PAC), a body appointed by Zimbabwe's President, His Excellency CDE E.D Mnangagwa, and is comprised of experts and leaders drawn from diverse sectors to advise and assist the President in formulating key economic policies and strategies in the country. Mr Mutizwa served on the board of the Reserve Bank of Zimbabwe (2015-2019) and currently chairs the boards of the of Star Africa Corporation Zimbabwe (ZSE:SACL), a local sugar refiner; as well as the board of the Infrastructure Development Bank of Zimbabwe (IDBZ). Mr Mutizwa has a BSc degree (with first class honours) from The London School of Economics; an MBA from the University of Zimbabwe and an MSc from HEC - Paris and Oxford University.

      Mr Mutizwa has not held any other directorships in the past 3 years.

      Interests in Invictus Energy Limited shares and options: 1,428,570 Ordinary shares and 7,600,000 Options

      Mr Scott Macmillan - Managing Director (Appointed 21 June 2018)

      Mr Macmillan is a Reservoir Engineer and founder of Invictus Energy Resources Pty Ltd. He has a Bachelor of Chemical Engineering and an MSc in Petroleum Engineering from Curtin University. He is a member of the Society of Petroleum Engineers (SPE) and has over 15 years experience in exploration, field development planning, reserves and resources assessment, reservoir simulation, commercial valuations and business development. He also has extensive business experience in Zimbabwe.

      Mr Macmillan is currently a Director of Condor Energy Ltd (ASX:CND). No former directorships held in the last 3 years.

      Interests in Invictus Energy Limited shares and options: 73,271,547 Ordinary shares, 9,515,000 Options and 5,000,000 Performance Rights.

      Mr Gabriel Chiappini - Non-executive Director (Appointed 6 August 2015)

      Mr Chiappini is a professional ASX Director with extensive experience in capital markets and corporate advisory services. For the last 20 years he has been managing his own consulting firm offering corporate advisory and company restructure services including acting as Chairman, Non-Executive Director and other executive services to ASX-listed clients. He has provided advice and services on equity

      raisings exceeding AU$1.1bn, debt financing in excess of AU$650m and assisted clients with both divestment and acquisition strategies.

      Mr Chiappini is a member of the AICD and CA ANZ and is currently Chair of Heavy Rare Earths Ltd (ASX:HRE) and Governance Chair/ Non-Executive Director for Black Dragon Gold Inc (ASX:BDG). He also acts as Governance Chair and Company Secretary for Middle Island Resources (ASX:MDI) and a corporate advisor to Voltaic Strategic Resources (ASX:VSR). Recently he served as the Head of Governance Australia, for Adriatic Metals plc from its IPO in 2018 through to the recent US$1.3bn takeover by DMP Metals Inc (DPM.TO | ASX:DPM).

      Mr Chiappini is currently a Director of Black Dragon Gold Corp (ASX:BDG) and Heavy Rare Earths Ltd (ASX:HRE). Former directorships held in the last 3 years: Blackrock Mining Ltd (ASX:BKT).

      Interests in Invictus Energy Limited shares and options: 9,070,995 Ordinary shares, 7,704,166 Options and 3,500,000 Performance Rights.

      9 INVICTUS ENERGY LIMITED

      Directors' Report (CONTINUED)

      Mr Robin Sutherland - Non-executive Director (Appointed 1 February 2023)

      Mr Sutherland has extensive experience in the African E&P sector, having worked on the continent for more than 35 years. He has held a variety of technical and leadership roles, joining the highly respected Energy Africa team as a specialist geophysicist in 1997, playing a role in a number of important hydrocarbon resource discoveries across several African countries. Following the acquisition of Energy

      Africa by Tullow in 2004, he led Tullow's exploration team through the discovery and appraisal of the Jubilee and TEN fields in Ghana, and the Lokichar Basin in Kenya before becoming Tullow's General Manager Exploration Africa in 2015. In 2020, Mr Sutherland launched a successful consultancy business, assisting companies with exploration, appraisal and development of Africa's extensive natural resources. Mr Sutherland holds a first class honours degree in Geophysics from Edinburgh University.

      Mr Sutherland has not held any other directorships in the past 3 years.

      Interests in Invictus Energy Limited shares and options: 461,667 Ordinary shares, 7,808,333 Options and 3,500,000 Performance Rights.

      Company Secretary

      Mr Gabriel Chiappini - refer to director details for information on Mr Chiappini.

      1. Directors' MeeĖngs

         The number of Directors' meetings and number of meetings attended by each of the Directors of the Company during the financial year were:

         DIRECTOR BOARD OF DIRECTORS MEETINGS

         	ELIGIBLE TO ATTEND	ATTENDED
         John Bentley	8	8
         Joe Mutizwa	8	8
         Scott Macmillan	8	8
         Gabriel Chiappini	8	8
         Robin Sutherland	8	8

         During the reporting period, the Directors also met or communicated as a collective group on numerous occasions to discuss and consider governance and operational strategies and resolutions.

      2. Corporate Governance

         In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Invictus Energy Limited support and have adhered to the principles of sound corporate governance. The board recognises the recommendations of the Australian Securities Exchange Corporate Governance Council and considers that the Company is in compliance with those guidelines which are of importance to the commercial operation of a junior listed resource company. The Company's Corporate Governance Statement has been approved by the Board and can be located on the Company's website at https://www.invictusenergy.com.

   2. Remunerakon Report (Audited) LeGer kom the RemuneraĖon CommiGee

      Dear Shareholders

      We are pleased to present the Invictus Energy Limited (Invictus, or the Company) Remuneration Report (Report) for the Financial Year (FY) to 30 June 2025 (FY25).

      FY25 Performance Highlights

      To support the Company's near and long-term exploration and corporate strategies, the Board believes it's important to set KMP remuneration packages appropriately to ensure retention and attraction whilst ensuring affordability for the Company. The remuneration outcomes should reflect KMP's commitment, contributions to key achievements, and alignment with shareholder interests.

      FY25 Remuneration Outcomes

      In line with market peers of similar size and stage, the FY25 remuneration approach includes fixed pay and equity-based awards through a short-term performance rights plan (STI Rights) and a long-term premium-priced options plan (LTI Options). The Board believes these

      equity-based incentives offer a cost-effective way to compensate KMP, enabling the company to allocate more cash reserves to operations compared to cash-based incentives. Below is a summary of the FY25 outcomes.

      • Fixed Remuneration (FR): there has been no change to the Managing Director (MD) fixed remuneration package.

      • STI: No Rights were issued to KMP members and other employees of the Company during the year ended 30 June 2025. No rights vested during the year ended 30 June 2025

      • LTI: a total of 35,000,000 unlisted options, were issued to Directors as a replacement retention and incentive options that lapsed during the year. These options were approved by shareholders at the 21 October 2024 shareholders meeting. The options have an exercise price of $0.105, and an expiry date of 13 November 2027. None of these options in the class vested during the year ended 30 June 2025

      • Non-Executive Director (NED) policy fees: to improve alignment with market peers, the NED fee pool was increased to $500,000 from

      $400,000 (as approved at the 2023 annual general meeting). There has been no change to the NED fees paid to the NED's during FY25.

      We are committed to transparency and an ongoing dialogue with shareholders on remuneration and we look forward to your ongoing feedback and continuing discussions with our shareholders on our remuneration approach.

      Sincerely,

      The Remuneration Committee

      2. Remunerakon Report (Audited) (CONTINUED)

      1. Key Management Personnel

         Key Management Personnel (KMP) disclosed in this Report are defined as those directors and senior executives who had authority and responsibility for planning, directing and controlling the activities of the Group during the financial year, directly or indirectly. The KMP during FY25 are set out in the following table.

         NAME	POSITION	TERM AS KMP
         John Bentley	Non-Executive Chairman	Full year
         Joe Mutizwa	Non-Executive Director and Deputy Chairman	Full year
         Scott Macmillan	Managing Director	Full year
         Gabriel Chiappini	Non-Executive Director & Governance Chair	Full year
         Robin Sutherland	Non-Executive Director	Full year

      2. RemuneraĖon Governance

      The KMP remuneration decision making is guided by the Company's remuneration governance framework as follows:

      Board of Directors (the Board)

      Remuneration Committee (the Committee)

      External remuneration consultants

      The Board:

      • approves the Company's remuneration framework including the remuneration arrangements of senior executives

      • proposes the aggregate remuneration of NEDs for shareholder approval and sets remuneration for individual NEDs

      • considers the recommendations from the Remuneration Committee

        The Committee assists the Board in monitoring and reviewing any matters of significance affecting the remuneration of the Board and employees of the Company including:

      • ensuring that the executive remuneration policy demonstrates a clear relationship between key executive performance and remuneration

      • recommending to the Board the remuneration of executive Directors

      • fairly and responsibly rewarding executives having regard to the performance of the Group, the performance of the executive and the prevailing remuneration expectations in the market

      • reviewing and approving the remuneration of direct reports to the Managing Director, and as appropriate other senior executives; and

      • reviewing and approving any equity-based plans and other incentive schemes.

      To ensure the Committee / Board is fully informed when making remuneration decisions, it may seek external, independent remuneration advice on remuneration related issues. Remuneration consultants may be engaged directly by the Committee.

      No renumeration consultants were engaged during the year ended 30 June 2025.

      Securities trading policy The Company has a securities trading policy in place. The Board of Directors ratified and approved the policy previously adopted without change, on 15 September 2019.

      Please refer to the Company website for further information regarding the policy.

      2. Remunerakon Report (Audited) (CONTINUED)

   3. RemuneraĖon principles

      In determining KMP remuneration, the Board aims to ensure that remuneration practices are aligned with the following key principles:

      • Competitive and Reasonable: remuneration design and quantum are market competitive and appropriate for the results delivered, enabling the Company to attract and retain key talent

      • Aligned to the Company strategy: there should be a performance linkage / alignment of executive remuneration setting and outcomes with the achievement of strategic business objectives

      • Transparent: remuneration arrangements, decision making should be transparent and fair; and

      • Acceptable to shareholders: the form of award and remuneration outcomes are acceptable to shareholders, the creation of value for shareholders.

   4. FY25 KMP remuneraĖon kamework

      The KMP remuneration framework consists of two components: fixed remuneration and equity-based awards. The equity-based awards are delivered through a Short-Term Incentive (STI) program and a Long-Term Incentive (LTI) program.

      The equity-based incentive awards recognise the Company's current stage of operations (pre-production, yet to generate revenue) whilst creating alignment between KMP remuneration and shareholder interest.

      The following table provides an overview of the various elements for FY25

      FIXED REMUNERATION (FR)	STI (PERFORMANCE RIGHTS)	LTI (OPTIONS)
      Purpose
      Attract and retain high quality	Focus executives and employees on delivering shared	Support KMP (senior executives
      executives through market competitive and fair remuneration.	business priorities in the short term.	and NEDs) retention and align the financial interest of executives and directors with that of shareholders over the long term.
      Delivery
      Includes base salary, superannuation	Delivered in the form of Performance Rights (Rights)	Delivered in the form of Premium

      (as required under the Australian superannuation guarantee legislation) and other prescribed non-financial benefits at the board's discretion.

      Rights will vest 12 months after the grant only if certain share price hurdles are met, and the participants are still employed by the Company following the end of the vesting period.

      For FY24 STI awards, the vesting hurdle is set at a 20-day volume Weighted Average Price (VWAP) of A$0.30 or higher.

      Priced Options (Options).

      Options vest after 3 years with the exercise price set at a 145% premium to spot share price on issue.

      Alignment to performance

      Set and reviewed annually to ensure the executive's remuneration level is competitive with the market, as well as the size, responsibilities of the role, and skills and experience.

      Note that during FY25, the Company undertook a review of fixed remuneration for KMP.

      Notwithstanding recognition of some misalignment to market, no increases to fixed remuneration were made during the year with deferral of any such increases considered prudent by the Board at the time of the review.

      KPIs are chosen to represent the key drivers of short-term success for the Company with reference to the Company' current business context and long-term strategy.

      Exercise price for LTI options is set at a premium to the share price at grant (e.g., 145%) to align with shareholder interests over the long term.

      2. Remunerakon Report (Audited) (CONTINUED)

   5. Non-ExecuĖve Director (NED) remuneraĖon policy

      At Invictus NED fees and payments to NEDs reflect the demands and responsibilities of their roles and are reviewed annually by the Board to ensure alignment with external market benchmarks and business needs.

      NED fees are determined within an aggregate Directors' fee pool limit, which is periodically recommended for approval by shareholders. The fee pool maximum was increased to $500,000 from $400,000 per annum and the increase was approved by shareholders at the general meeting on 27 October 2023.

      The base policy fee of NEDs is set at $60,000 per annum plus superannuation where applicable. There was no additional fee payable for being the member of or chairing any sub-committee, however in light of the additional complexity of the Company and the associated increased risks and work-flow, a small fee will be payable to the Committee Chairs during FY25.

      From time to time, NEDs may be granted Options as part of the LTI to support retention and align NED remuneration with shareholder interests. Please refer to Section 9 Additional disclosure for further details regarding options granted during the year.

      Section 7 Service agreements set out the FY25 fee arrangements for each NED. Section discloses actual total fees received by each NED during FY25.

   6. Company performance and ExecuĖve RemuneraĖon Outcomes in FY25

      The remuneration policy has been tailored to increase goal congruence between shareholders and KMP. Currently, this is facilitated through the issue of options and performance shares to Directors and executives to encourage the alignment of personal and shareholder interests.

      1. Overview of Company performance over the past five years interests.

         The table below shows key measures of the Group's financial performance over the past five years as required by the Corporations Act 2001.

         ITEM	2025	2024	2023	2022	2021
         EPS loss - (cents)	($0.30)	($0.38)	($0.53)	($0.58)	($0.25)
         Net loss - ('000)	($4,966,815)	($5,318,445)	($4,951,928)	($3,786,181)	($1,255,646)
         Share price (AUD)	$0.054	$0.063	$0.115	$0.175	$0.170

      2. STI outcomes

      During the June 2025 financial year, no rights vested and no short-term cash bonuses were paid or accrued for during the year.

      On 20 October 2023, a total of 1,540,000 Performance Rights were issued to KMP members and other employees of the Company. The Performance Rights will convert to ordinary shares upon the achievement of a 20 Day VWAP of $0.30 or higher before the expiry date of 15 October 2024.

      Service agreements

      Remuneration and other terms of employment for KMP are formalised in service agreements. The service agreements specify the components of remuneration, benefits and termination notice periods where applicable. Details of the service agreements are outlined in the following table.

      KMP TITLE TERM OF AGREEMENT

      SALARY / FEE (EXCLUSIVE OF SUPERANNUATION)

      NOTICE PERIOD

      John Bentley Non-Executive Chairman No fixed term GBP 50,000 N/A Joe Mutizwa NED and Deputy Chairman No fixed term AUD 60,000 N/A Gabriel Chiappini NED & Governance Chair No fixed term AUD 120,000 1 N/A Robin Sutherland NED No fixed term AUD 60,000 N/A

      Scott Macmillan Managing Director No fixed term AUD 350,000 3 months by either party

      Notes:

      1. Includes a NED fee of $60,000 per annum and a Governance Chair/company secretary fee of $60,000 per annum

      The Company may, from time to time, offer the Managing Director and NEDs the right to participate in an employee incentive plan and may be granted performance shares or other incentives on terms and performance criteria to be determined by the Board in its absolute discretion.

      No other key management personnel have service contracts in place with the consolidated entity.

      2. Remunerakon Report (Audited) (CONTINUED)

   7. Details of remuneraĖon
      
      
      

      The following tables set out remuneration paid to key management personnel of the Company during the previous year:

      2025	SHORT TERM		POST EMPLOYMENT	EQUITY SETTLED			PROPORTION OF REMUNERATION
      	CASH SALARY OTHER1 AND FEES $ $		SUPERANNUATION $	SHARES PERFORMANCE SHARES2 $ $		OPTIONS $	TOTAL $	FIXED %	PERFORMANCE LINKED %
      John Bentley	100,000	74,965	-	-	(30,100)	266,144	411,009	43%	57%
      Joe Mutizwa	60,000	67,150	-	-	(94,640)	266,144	298,654	43%	57%
      Scott Macmillan	350,000	-	40,250	-	(135,200)	266,144	521,194	75%	25%
      Gabriel Chiappini	120,000	1,492	-	-	(94,640)	266,144	292,996	41%	59%
      Robin Sutherland	60,000	-	-	-	(30,100)	266,144	296,044	20%	80%
      Total	690,000	143,607	40,250	-	(384,680)	1,330,720	1,819,897	48%	52%

      1 Represents reimbursements and out of scope work

      2024	SHORT TERM		POST EMPLOYMENT	EQUITY SETTLED			PROPORTION OF REMUNERATION
      	CASH SALARY OTHER1 AND FEES $ $		SUPERANNUATION $	SHARES PERFORMANCE SHARES $ $		OPTIONS $	TOTAL $	FIXED %	PERFORMANCE LINKED %
      John Bentley	95,916	-	-	-	-	258,089	354,005	27%	73%
      Joe Mutizwa	-	-	-	60,000	-	87,234	147,234	41%	59%
      Scott Macmillan	350,000	-	38,500	-	-	365,656	754,156	52%	48%
      Gabriel Chiappini	120,000	11,512	-	-	-	87,234	218,746	60%	40%
      Robin Sutherland	60,000	7,148	-	-	-	202,836	269,984	25%	75%
      Total	625,916	18,660	38,500	60,000	-	1,001,049	1,744,125	43%	57%

      2 Represents the reversal of the share based payment expense of the class A performance rights which expired on 31 December 2024. The following tables set out remuneration paid to key management personnel of the Company during the previous year:

      1 Represents reimbursements and out of scope work

   8. AddiĖonal disclosures

Amounts owing to Key management Personnel

There is $9,618 owed to Key Management Personnel as at 30 June 2025 (30 June 2024: nil).

Share-based compensation Options

On 13 November 2024, 35,000,000 unlisted options, valued at $1,330,720 were issued to the Directors. The options have an exercise price of $0.105, and an expiry date of 13 November 2027. The fair value per option is $0.038. The options were valued using the Black-Scholes European Pricing Model, with the following inputs used:

• Grant date: 21 October 2024

• Expiry date: 13 November 2027

• Risk free rate: 3.81%

• Stock volatility: 91%

• Share price at grant date: $0.073

• Exercise price: $0.105

$1,330,720 has been recognised as Share based payments, within the Consolidated Statement of Profit or Loss and Other Comprehensive Income for the current year.

1. Remunerakon Report (Audited) (CONTINUED)

   Performance rights

   During the June 2025 financial year, no performance rights were issued to Key Management Personnel as part of their renumeration.

   Ordinary shares

   During the June 2025 financial year, no ordinary shares were issued to Key Management Personnel as part of their renumeration.

   On 21 July 2023 306,373 ordinary shares were issued to Mangwana Capital, (as nominated by Mr Joe Mutizwa) in lieu of Director fees owed, valued at $60,000.

   Equity instruments held by key management personnel

   1. Option holdings

      The following table show options held by key management personnel during the current year.

      BALANCE AT START OF THE YEAR

      GRANTED EXERCISED/ LAPSED

      OTHER BALANCE AT

      THE END OF THE YEAR

      VESTED DURING THE

      YEAR

      VESTED AND EXERCISABLE

      UNVESTED

      2025
      John Bentley	4,188,333	7,000,000	(3,000,000)	-	8,188,333	-	8,188,333	-
      Joe Mutizwa	1,314,285	7,000,000	(714,285)	-	7,600,000	-	7,600,000	-
      Scott Macmillan	5,515,000	7,000,000	(3,000,000)	-	9,515,000	-	9,515,000	-
      Gabriel Chiappini	3,704,166	7,000,000	(3,000,000)	-	7,704,166	-	7,704,166	-
      Robin Sutherland	3,808,333	7,000,000	(3,000,000)	-	7,808,333	-	7,808,333	-
      Total	18,530,117	35,000,000	(12,714,285)	-	40,815,832	-	40,815,832	-

   2. ) Performance Rights holdings

      The following table show options held by key management personnel during the financial year.

      BALANCE AT START OF THE YEAR

      GRANTED EXERCISED/ LAPSED

      OTHER BALANCE AT

      THE END OF THE YEAR

      VESTED DURING THE

      YEAR

      VESTED AND EXERCISABLE

      UNVESTED

      2025
      John Bentley	7,000,000	-	(3,500,000)	-	3,500,000	-	-	3,500,000
      Joe Mutizwa	-	-	-	-	-	-	-	-
      Scott Macmillan	10,000,000	-	(5,000,000)	-	5,000,000	-	-	5,000,000
      Gabriel Chiappini	7,000,000	-	(3,500,000)	-	3,500,000	-	-	3,500,000
      Robin Sutherland	7,000,000	-	(3,500,000)	-	3,500,000	-	-	3,500,000
      Total	31,000,000	-	(15,500,000)	-	15,500,000	-	-	15,500,000

   3. ) Share holdings

The following table shows ordinary shares held by key management personnel during the current year.

BALANCE AT START

OF THE YEAR

RECEIVED ON EXERCISE OF OPTIONS DURING

THE YEAR

RECEIVED ON VESTING OF PERFORMANCE SHARES DURING

THE YEAR

ISSUED IN LIEU OF CASH PAYMENTS DURING THE YEAR

OTHER CHANGES

BALANCE AT THE END OF THE YEAR

2025

Directors

1. Remunerakon Report (Audited) (CONTINUED)

   Other transactions with key management personnel

   During FY25, 35,000,000 unlisted options, valued at $1,330,720 were issued to the Directors of the Company. Refer to note 19 for terms and conditions of the options.

   During the current year, the Company paid $120,000 to Laurus Corporate Services Pty Ltd, an entity related to Mr Gabriel Chiappini, for the provision of non- executive director and company secretarial services (2024: $129,091).

   During the current year, the Company paid $170,911 to Ptarmigan Natural Resources Ltd, an entity related to Mr John Bentley, for the provision of non- executive director services. (2024: $95,916).

   Black Dragon Gold Ltd an entity related to Mr Gabriel Chiappini, rents one office and one car bay at a cost of $1,326 plus GST from the Company per calendar month. The arrangement is for no fixed term and can be cancelled by either party by providing one month's notice.

   There were no other transactions with related parties during the current year.

2. Principal Ackvikes

   The principal activities of the consolidated entity carried out during the financial year consisted of the exploration and appraisal of the Cabora Bassa Project.

3. Business Risks

The Group's activities have inherent risks and the Board is unable to provide certainty of the expected results of activities, or that any or all of the likely activities will be achieved. The material business risks faced by the Group that could influence the Group's future prospects, and the Group manages these risks, are detailed below:

Exploration

Potential investors should understand that oil and gas exploration and development are high-risk undertakings. There can be no assurance that exploration of Invictus's projects, or any other permits that may be acquired in the future, will result in the discovery of an economic oil and gas resource or reserve. Even if an apparently viable resource is identified, there is no guarantee that it can be economically exploited.

The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, native title process, changing government regulations and many other factors beyond the control of the Company.

The success of the Company will also depend upon the Company having access to sufficient development capital, being able to maintain title to its permits and obtaining all required approvals for its activities.

In the event that exploration programs prove to be unsuccessful this could lead to a diminution in the value of its permits, a reduction in the case reserves of the Company and possible relinquishment of the permits. The exploration costs of the Company are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company's viability.

Potential acquisitions

As part of its business strategy, the Company may make acquisitions of, or significant investments in, companies or assets that are complementary to its business, projects, blocks or prospects in Zimbabwe, or elsewhere in Africa or other parts of the world. Any such future transactions are accompanied by the risks commonly encountered in making acquisitions of companies or assets, such as integrating cultures and systems of operation, relocation of operations, short term strain on working capital requirements, achieving mineral exploration success and retaining key staff.

Permit applications and license renewal

The Company expects that the applications for permit renewals or for any new permits will be granted following approval by the relevant Government of Zimbabwe regulatory authorities. However, the Company cannot guarantee that the current Special Grant 4571 permit that expires in June 2027 and/or Exclusive Prospecting Orders 1848 and 1849 that expire in September 2025 or any future permit applications will be granted.

4. Business Risks (CONTINUED)

Liquidity risks

There is no guarantee that there will be an ongoing liquid market for Securities. Accordingly, there is a risk that, should the market for Securities become illiquid, Shareholders will be unable to realise their investment in the Company.

Litigation

The Company may in the ordinary course of business become involved in litigation and disputes, for example with agents, contractors or third parties in respect of land access to its Tenements. Any such litigation or dispute could involve significant economic costs and

damage to relationships with agents, contractors and other stakeholders. Such outcomes may have an adverse impact on the Company's business, reputation and financial performance. As at the date of this Prospectus, the Company is not currently involved in any litigation or aware of any pending litigation.

Reliance on key personnel

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees ceases their employment with the Company.

Contractual disputes

The Company's business model is dependent in part on contractual agreements with third parties that have an interaction with the Company's target market. The Company is aware that there are associated risks when dealing with third parties including but not limited to insolvency, fraud and management failure. Should a third party contract fail, there is the potential for negative financial and brand damage for the Company.

Environmental

The Company will be subject to environmental laws and regulations with operations it may pursue in the oil and gas industry. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with all applicable laws. However, the Company may be the subject of accidents or unforeseen circumstances that could subject the Company to extensive liability.

Further, the Company may require approval from the relevant authorities before it can undertake activities that are likely to impact the environment. Failure to obtain such approvals may prevent the Company from undertaking its desired activities. The Company is unable to predict the effect of additional environmental laws and regulations that may be adopted in the future, including whether any such laws and regulations would materially increase the Company's cost of doing business or affect its operations in any area.

Insurance

The Company seeks to maintain appropriate policies of insurance consistent with those customarily carried by organisations in their industry sector. Any increase in the cost of the insurance policies of the Company or the industry in which they operate could adversely affect the Company's business, financial condition and operational results. The Company's insurance coverage may also be inadequate to cover losses it sustains. Uninsured loss or a loss in excess of the Company's insured limits could adversely affect the Company's business, financial condition and operational results.

Sovereign risk

The Company's projects are located in Zimbabwe. Possible sovereign risks include, without limitation, changes in relevant legislation or government policy, changes to royalty arrangements, changes to taxation rates and concessions and changes in the ability to enforce legal rights. Further, no assurance can be given regarding the future stability in any country in which the Company has, or may have, an interest. Any of these factors may, in the future, adversely affect the financial performance of the Company.

Hydrocarbon Reserve Estimates

Hydrocarbon reserve estimates are expressions of judgment based on knowledge, experience, interpretation and industry practice. Estimates that were valid when made may change significantly when new information becomes available. In addition, reserve estimates are necessarily imprecise and depend to some extent on interpretations, which may prove inaccurate. Should the Company encounter oil and/or gas deposits or formations different from those predicted by past drilling, sampling and similar examinations, then reserve estimates may have to be adjusted and production plans may have to be altered in a way which could adversely affect the Company's operations. Where possible, the Company will seek to have any such estimates verified or produced by an independent party with sufficient expertise in their chosen field.

Oil and natural gas exploration, production and related operations are subject to extensive rules and regulations promulgated by federal, state and local agencies. Failure to comply with such rules and regulations can result in substantial penalties. The regulatory burden on the oil and gas industry increases the cost of doing business and affects profitability. Because such rules and regulations are frequently amended or reinterpreted, the Company is unable to predict the future cost or impact of complying with such laws. Permits are required in some of the areas in which the Company will operate following completion of the Proposed Transaction for drilling operations, drilling bonds and the filing of reports concerning operations and other requirements are imposed relating to the exploration and production of oil and gas. The Company will be required to comply with various federal and state regulations regarding plugging and abandonment of oil and natural gas wells, which will impose a substantial rehabilitation obligation on the Company, which may have a material adverse effect on the Company's financial performance.

1. Business Risks (CONTINUED)

   Drilling

   Oil and gas drilling activities are subject to numerous risks, many of which are beyond the Company's control. The Company's drilling operations may be curtailed, delayed or cancelled due to a number of factors including weather conditions, mechanical difficulties, shortage or delays in the availability or delivery of rigs and/or other equipment and compliance with governmental requirements. Hazards incident to the exploration and development of oil and gas properties such as unusual or unexpected formations, pressures or other factors are inherent in drilling and operating wells and may be encountered by the Company. Completion of a well does not assure a profit on the investment or recovery of drilling, completion and operating costs.

   Farm in Partners and contractors

   Oil and gas ventures are typically operated under a farm in and/or joint venture arrangements. These arrangements include provisions that often require certain decisions relating to the projects to be passed with unanimous or majority approval of all participants. Where a venture partner does not act in the best commercial interest of the project, it could have a material adverse effect on the interests of the Company.

   The Company is unable to predict the risk of:

   1. financial failure, non-compliance with obligations or default by a participant in any venture to which the Company is, or may become, a party; or

   2. insolvency or other managerial failure by any of the contractors used by the Company in any of its activities; or

   3. insolvency or other managerial failure by any of the other service providers used by the Company for any activity,

   4. all of which could have a material adverse effect on the operations and financial performance of the Company.

The Company is undertaking ongoing due diligence and internal approvals by additional parties which may result in farm in proposals to partner with the Company for its forward work program. However, as at the date of this report, the Company confirms no binding farm-in or farm-out agreements have been entered into.

Through its 80% owned subsidiary Geo Associates (Pvt) Ltd, it has entered into an assignment agreement with Sovereign Wealth fund of Zimbabwe (SWFZ) in respect to exploration rights to Exclusive Prospecting Orders 1848 and 1849, which are contiguous to the Company's current SG 4571 licence. The assignment from SWFZ expands the Company's area in the Cabora Bassa Basin. The assignment confers

all exploration rights and obligations for the two Prospecting Orders and a conversion to a Special Grant upon application following ga commercial discovery. The Company makes no guarantee of a discovery or that any discovery will be commercially feasible.

Economic & Political

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company's exploration, development and production activities, as well as on its ability to fund those activities.

Adverse changes in the general economic and political climate in Zimbabwe and on a global basis that could impact on economic growth, oil and gas prices, interest rates, the rate of inflation, taxation and tariff laws and domestic security, which may affect the viability of any oil and gas activity that may be conducted by the Company upon the Cabora Bassa Project.

Market conditions

Share market conditions may affect the value of the Company's quoted securities regardless of the Company's operating performance. Share market conditions are affected by many factors such as:

1. general economic outlook;

2. introduction of tax reform or other new legislation;

3. interest rates and inflation rates;

4. changes in investor sentiment toward particular market sectors;

5. the demand for, and supply of, capital; and

6. terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

1. Business Risks (CONTINUED)

   Competition risk

   The industry in which the Company will be involved is subject to domestic and global competition. Although the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the Company's projects and business.

   Oil and gas price fluctuations

   The demand for, and price of, oil and natural gas is highly dependent on a variety of factors, including international supply and demand, the level of consumer product demand, weather conditions, the price and availability of alternative fuels, actions taken by governments and international cartels, and global economic and political developments.

   International oil and gas prices have fluctuated widely in recent years and may continue to fluctuate significantly in the future. Fluctuations in oil and gas prices and, in particular, a material decline in the price of oil or gas may have a material adverse effect on the Company's business, financial condition and results of operations.

   Additional requirements for capital

   The Company's capital requirements depend on numerous factors. Depending on the Company's ability to generate income from its operations, the Company may require further financing in addition to amounts raised under the Placement. Any additional equity

   financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company.

   Additional funding may be sourced from one or a combination of equity, debt, industry farm-in, or other financing methods as determined on a case by case basis when those funds are needed. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its strategy, plans or operations.

2. Results and Dividends

   The consolidated entity's loss after tax from continuing operations attributable to members of the consolidated entity for the financial year ending 30 June 2025 was $4,966,815 (2024: $5,318,445 loss).

   No dividends have been paid or declared by the Company during the year ended 30 June 2025 (2024: nil).

3. Loss Per Share

   The basic loss per share for the consolidated entity for the year was $0.30 per share (2024: $0.38 loss per share).

4. Significant Changes in the State of Affairs

   There have not been any significant changes in the State of Affairs of the Company. Invictus Energy remains focused on advancing its 80% owned Cabora Bassa Project and the development of the Ngamo-Gwayi-Sikumi (NGS) REDD+ project in Zimbabwe.

5. Events Subsequent to Reporkng Date

   On 20 August 2025 the Company issued 11,999,997 performance rights under a short-term incentive (12 month) plan and granted 22,832,154 options under the long-term incentive plan to Key Management Personnel and staff. This includes 2,500,000 performance rights and 5,075,000 options to Managing Director Scott Macmillan which are conditional to shareholder approval at the next Annual General Meeting likely to be convened in November 2025.

   On 27 August 2025 the Company announced a binding Memorandum of Understanding ("MOU") and share subscription agreement under which Al Mansour Holdings will acquire a 19.9% strategic equity stake in Invictus Energy Ltd. The strategic investment of

   $37.8million (before costs) at a share price of $0.095 will provide funding for the near term Cabora Bassa works program. Al Mansour Holdings has also agreed to provide the Company with up to US$500 million of conditional future funding. Al Mansour Holdings will appoint one representative to the Board of Directors of the Company.

   In parallel, Al Mansour Holdings and Invictus have established a joint venture ("JV") company, Al Mansour Oil & Gas ("AMOG"), an upstream oil and gas company focused on acquiring producing and near-term development oil and gas assets across key jurisdictions in Africa.

   On 15 September 2025 the Company announced the EPO 1848 & 1849 licences had been renewed for a further 3 year term.

   Other than the above, no matters or circumstances have arisen since the end of the financial year which have significantly affected or may significantly affect the operations, results or state of affairs of the Group in future financial years.

6. Likely Developments and Expected Results of Operakons

   The Company intends to develop its Cabora Bassa Basin Gas Condensate project in Zimbabwe which could be funded by debt, equity, a senior farm-in partner or a combination of each.

   In addition, the Company intends to advance the Ngamo-Gwaai-Sikumi REDD+ (NGS REDD+) with a view to generating potential carbon offset credits that may be tradeable in the future on carbon offset credits trading exchange.

7. Environmental Regulakons

   The company is not subject to the reporting requirements of either the Energy Efficiency Opportunities Act 2006 or the National Greenhouse and Energy Reporting Act 2007. When operations commence in Zimbabwe, the Company will be subject to meeting the environmental laws and regulations.

8. Equity Inskuments on Issue

   Ordinary shares

   As at the date of this report, there were 1,603,481,774 listed ordinary shares on issue.

   Listed options

   As at the date of this report, the following listed options over ordinary shares on issue is as follows:

   EXPIRY EXERCISE	NUMBER
   7-Jun-2026 $0.20	256,045,203

   Unlisted options

   As at the date of this report, the following unlisted options over ordinary shares on issue is as follows:

   EXPIRY	EXERCISE	NUMBER
   1-Feb-2026	$0.46	13,586,956
   30-Sept-2027	$0.40	108,695,645
   15-Oct-2026	$0.29	9,430,000
   13-Nov-2027 $0.105		35,000,000
   31-Jan-2027 $0.30		46,391,134

   Included in these options were options granted as renumeration to the directors during the year. Details of options granted to key management personnel are disclosed on page 15 above.

   On 20 August 2025 the Company granted 22,832,154 options under the long-term incentive plan to Key Management Personnel and staff. This includes 5,075,000 options to Managing Director Scott Macmillan which are conditional to shareholder approval at the next Annual General Meeting.

   No option holder has any right under the options to participate in any other share issue of the company or any other entity

   Performance rights

   As at the date of this report, there the following unlisted performance rights over ordinary shares on issue is as follows:

   CLASS NUMBER ISSUE DATE EXPIRY DATE VESTING CONDITION

   B 15,500,000 9-Aug-22 31-Dec-26 a) An independent estimate of Contingent Resources or Reserves (as those defined

   in the Guidelines for Application of the Petroleum Resources Management System (2011 Edition) of greater than or equal to two hundred million barrels or oil equivalent (200 mmboe) on a 100% gross project basis; and

   b) The Company achieving a 20-day volume weighted average price of at least

   $0.75 on or before 31 December 2026.

   B 7,000,000 27-Jun-23 31-Dec-26 a) An independent estimate of Contingent Resources or Reserves (as those defined

   in the Guidelines for Application of the Petroleum Resources Management System (2011 Edition) of greater than or equal to two hundred million barrels or oil equivalent (200 mmboe) on a 100% gross project basis; and

   b) The Company achieving a 20-day volume weighted average price of at least

   $0.75 on or before 31 December 2026.

9. Indemnificakon and Insurance of Officers and Auditors

   Indemnity and insurance of Officers

   An indemnity agreement has been entered into with each of the Directors and company secretary of the Company named earlier in this report. Under the agreement, the Company has agreed to indemnify those officers against any claim or for any expenses or costs which may arise as a result of work performed in their respective capacities to the extent permitted by law. There is no monetary limit to the extent of this indemnity. During the financial year the Company paid a premium in respect of a contract to insure the directors and

   officers of the Company against the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.

   Indemnity and insurance of Auditors

   The Company has not, during or since the end of the financial year ended 30 June 2025, indemnified or agreed to indemnify BDO Audit Pty Ltd or any related entity against a liability incurred by the auditors. During the financial year ended 30 June 2024, the Company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity.

10. Corporate Skucture

    Invictus Energy Limited is a Company limited by shares that is incorporated and domiciled in Australia. The Company is listed on the Australian Securities Exchange under the code "IVZ".

11. Audit and Non-Audit Services

    The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor's expertise and the experience with the Company and/or the Group are important.

    Details of the amounts paid or payable to the auditor, BDO Audit Pty Ltd ("BDO"), are set out below.

    30-JUN-25 A$		30-JUN-24 A$
    Services provided by the Auditor - BDO Audit Pty Ltd Audit and review of financial statements	73,010	51,283
    Total services provided by the Auditor	73,010	51,283

12. Proceedings on Behalf of the Company

    No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or part of the proceedings.

    No proceedings have been brought or intervened in on behalf of the company with leave of the Court under section 237 of the

    Corporations Act 2001.

13. Rounding of Amounts

    The company is of a kind referred to in ASIC Legislative Instruments 2016/191, relating to the 'rounding off' of amounts in the directors' report. Amounts in the directors' report have been rounded off in accordance with the instrument to the nearest dollar.

14. Auditor's independence declarakon

The lead auditor's Independence Declaration is set out on page 50 for the financial year ended 30 June 2025.

This report is signed in accordance with a resolution of the board of Directors and is signed on behalf of the Directors by:

Scott Macmillan

MANAGING DIRECTOR

19 September 2025

Auditors

Independence Declarakon

Tel: +61 8 6382 4600

Fax: +61 8 6382 4601

https://www.bdo.com.au

Level 9, Mia Yellagonga Tower 2

5 Spring Street

Perth, WA 6000

PO Box 700 West Perth WA 6872 Australia

DECLARATION OF INDEPENDENCE BY JARRAD PRUE TO THE DIRECTORS OF INVICTUS ENERGY LIMITED

As lead auditor of Invictus Energy Limited for the year ended 30 June 2025, I declare that, to the best of my knowledge and belief, there have been:

1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

2. No contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Invictus Energy Limited and the entities it controlled during the period.

Jarrad Prue Director

BDO Audit Pty Ltd

Perth

19 September 2025

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of A.C.N. 050 110 275 Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and A.C.N. 050 110 275 Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation

The consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the accompanying notes.

‌AS AT 30 JUNE 2025

The consolidated statement of financial position is to be read in conjunction with the accompanying notes.

FOR THE YEAR ENDED 30 JUNE 2025

26

INVICTUS ENERGY LIMITED

2025 ANNUAL REPORT

The consolidated statement of changes in equity is to be read in conjunction with the accompanying notes.

‌FOR THE YEAR ENDED 30 JUNE 2025

The consolidated statement of cash flows is to be read in conjunction with the accompanying notes.

1. Summary of Material Accounkng Policies
   1. Basis of preparaĖon

      These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. Invictus Energy Limited is a for-profit entity for the purpose of preparing the financial statements.

      1. Compliance with IFRS

         The consolidated financial statements of the Invictus Energy Limited Group also comply with International Financial Reporting Standards (IFRS).

         The Group has not elected to early adopt any new Standards or Interpretations.

         All new and amended accounting standards mandatory as at 1 July 2024 have not had an impact on the financials. Refer to note 2 for further details.

      2. Going concern

         The going concern concept relates to the assessment of the Company's ability to continue its operations (and pay its debts when they fall due) for the next 12 months from the date when the directors sign the financial report without the need to raise money from issuing shares or other sources of funding. The financial report has been prepared on a going concern basis.

         For the full year ended 30 June 2025 the Group incurred a loss after tax of $4,966,815 (2024: $5,318,445) and had total net cash outflows from operating and investing activities of $12,101,547 (2024: $49,862,724).

         The Directors have prepared an estimated cash flow forecast for the period to 31 October 2026 to determine if the Company may require additional funding during this period. The Group intends to continue with its operating activities at the Cabora Bassa Project and will incur related cash expenditure. This results in a material uncertainty that may cast a significant doubt about the Company's ability to continue as a going concern, and therefore the Group may be unable to realise its assets and discharge its liabilities in the normal course of business.

         The Directors have made an assessment on whether it is reasonable to assume that the Company will be able to continue its normal operations based on the following factors and judgements:

         • The Directors are of the opinion that the Group's exploration and development assets will attract further capital investment when required; and

         • The Directors expect the Group to be successful in securing additional funding through debt or equity issues, when and if required.

           Should the Company not be able to continue as a going concern, it may be required to realise its assets and discharge its liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements. The annual financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or liabilities that might be necessary should the entity not continue as a going concern.

      3. Basis of consolidation

         The Group financial statements consolidate those of the Parent Company and all of its subsidiaries. The Parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All subsidiaries have a reporting date of 30 June.

         All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses on transactions between Group companies. Where unrealised losses on intra-group asset sales are reversed on consolidation, the

         underlying asset is also tested for impairment from a group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.

         Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable.

   2. Foreign currency kanslaĖon

      1. Functional and presentation currency

         Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ("functional currency"). The functional currency of Invictus Energy Limited is Australian dollars ("A$", "$").

         The consolidated financial statements are presented in Australian dollars, which is the Company's presentation currency.

         
         
         

         1. Summary of Material Accounkng Policies (CONTINUED)

      2. Transactions and balances

         Transactions in foreign currencies are translated to the functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to Australian dollars at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the statement of comprehensive income.

         Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to A$ at foreign exchange rates ruling at the dates the fair value was determined.

      3. Financial statements of foreign operations

         The revenues and expenses of foreign operations, excluding foreign operations in hyperinflationary economies, are translated to Australian dollars at rates approximating to the foreign exchange rates ruling at the dates of the transactions.

         Foreign exchange differences arising on translation are recognised directly in the foreign currency translation reserve ("FCTR"), as a separate component of equity. When a foreign operation is disposed of, in part or in full, the relevant amount in the FCTR is transferred to profit or loss, as part of the gain or loss on sale where applicable.

   3. Impairment of assets

      The carrying amounts of the Company's assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the assets recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognised in the statement of comprehensive income.

      The recoverable amount is the greater of the asset's net selling price and its value in use. In assessing value in use, estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

      An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount and it is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss has been recognised. The reversal is recognised in the income statement.

   4. Financial inskuments

      1. Non-derivative financial instruments

         Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs, except as described below. Subsequent to initial recognition, non-derivative financial instruments are measured as described below.

         A financial instrument is recognised if the Group becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the Group's contractual rights to the cash flows from the financial assets expire or if the Group transfers the financial asset to another party without retaining control or substantially all risks and rewards of the asset. Purchases and sales of financial assets are accounted for at trade date, i.e. the date that the Group commits itself to purchase or sell the asset. Financial liabilities are derecognised if the Group's obligations specified in the contract expire or are discharged or cancelled.

      2. Subsequent measurement

         Loans and receivables and held-to-maturity investments are carried at amortised cost using the effective interest method. Details on how the fair value of financial instruments is determined are disclosed in note 3.

      3. Impairment

         The Group assesses at each reporting date whether there is objective evidence that a financial asset or Group of financial assets is impaired.

   5. Goods and Services Tax / Value Added Tax

      Revenue, expenses and assets are recognised net of the amount of goods and services tax ("GST") or Value Added Tax ("VAT"), except where the amount of GST/VAT incurred is not recoverable from the taxation authority. In these circumstances, the GST/VAT is recognised as part of the cost of acquisition of the asset or as part of the expense.

      Receivables and payables are stated with the amount of GST/VAT included. The net amount of GST/VAT recoverable from, or payable to, the relevant tax authority is included as a current asset or liability in the statement of financial position.

      Cash flows are included in the statement of cash flows on a gross basis. The GST/VAT components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the relevant tax authority are classified as operating cash flows.

      
      
      
      1. Summary of Material Accounkng Policies (CONTINUED)
   6. Employee benefits

      1. Short-term employee benefits

         Wages, salaries, bonuses and other salary related expenses are recognised as expenses in the year in which the associated services are rendered by employees of the Company. Short-term accumulating compensated absences such as paid annual leave are

         recognised when services rendered by employees, that increase their entitlement to future compensated absences, occur. Short-term accumulating compensated absences such as sick leave are recognised when absences occur.

      2. Defined contribution plans

         Employee benefits include statutory social insurance payments to the State Social Insurance Scheme. Contributions to this defined contribution plan are recognised as an expense as incurred.

      3. Share-based payments

The Company provides benefits to employees (including Directors) of the Company in the form of share-based payment transactions, whereby employees render services in exchange for shares or options over shares ("equity-settled transactions").

The fair value of options is recognised as an expense with a corresponding increase in equity (share-based payments reserve). The fair value is measured at grant date and recognised over the period during which the holder become unconditionally entitled to the options. Fair value is determined using an appropriate valuation method. In determining fair value, no account is taken of any performance conditions other than those related to the share price of Invictus Energy Limited ("market conditions"). The cumulative expense recognised between grant date and vesting date is adjusted to reflect the Directors best estimate of the number of options that will ultimately vest because of internal conditions of the options, such as the employees having to remain with the Company until the vesting date, or such that employees are required to meet internal performance targets.

1. New and Amended Standards not yet adopted by the Group

   The Directors have also reviewed AASB 2024-2 Amendments to Australian Accounting Standards - Classification and Measurement of Financial Instruments and AASB 18 Presentation and Disclosure in Financial Statements which are on issue not yet adopted for the

   year ended 30 June 2025. As a result of this review, the directors have determined that there is no material impact of the Standards and Interpretation on issue not yet adopted on the Group and, therefore, no change is necessary to the Group's accounting policies.

2. Financial Risk Management

The Group's activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses different methods to measure different types of risk to which it is exposed.

Risk management is carried out by the management under policies approved by the board of Directors. Group management identifies, evaluates and hedges financial risks by holding cash in interest earning deposits.

The Group holds the following financial instruments: