Annual report
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FOR THE YEAR ENDED 30 JUNE 2026 2026
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Invictus Energy Limited 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 JOINT COMPANY SECRETARIES Mr Gabriel Chiappini Mrs Victoria McLellan (appointed 7 January 2026) REGISTERED OFFICE Level 1, 10 Outram Street West Perth WA 6005 Tel: +618 6102 5055 Fax: +618 6323 3378 SHARE REGISTER 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 STOCK EXCHANGE LISTINGS Australian Securities Exchange (ASX: IVZ) AUDITOR BDO Audit Pty Ltd Level 9, Mia Yellagonga Tower 2 5 Spring Street Perth WA 6000 SOLICITORS Hamilton Locke Pty Ltd Level 39, 152 -158 St Georges Terrace Perth Western Australia 6000 WEBSITE www.invictusenergy.com 04 LETTER FROM THE CEO AND CHAIRMAN 08 DIRECTORS’ REPORT 24 AUDITORS INDEPENDENCE DECLARATION 26 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 27 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 28 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 29 CONSOLIDATED STATEMENT OF CASH FLOWS 30 1. SUMMARY OF MATERIAL ACCOUNTING POLICIES 32 2. NEW ACCOUNTING STANDARDS NOT YET MANDATORY OR EARLY ADOPTED 32 3. FINANCIAL RISK MANAGEMENT 34 4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS 35 5. SEGMENT INFORMATION 35 6. EXPENSES 36 7. AUDITOR REMUNERATION 36 8. TAXATION 37 9. (LOSS) PER SHARE 38 10. CASH AND CASH EQUIVALENTS 38 11. EXPLORATION AND EVALUATION EXPENDITURE 39 12. TRADE AND OTHER PAYABLES 39 13. SHARE CAPITAL 41 14. RESERVES 41 15. INTERESTS IN OTHER ENTITIES 44 16. RECONCILIATION OF LOSS AFTER INCOME TAX TO NET CASH OUTFLOW USED 44 17. PARENT ENTITY 45 18. RELATED PARTY TRANSACTIONS 46 19. SHARE-BASED PAYMENTS 50 20. EVENTS OCCURRING AFTER REPORTING DATE 50 21. CAPITAL AND OTHER COMMITMENTS 50 22. CONTINGENCIES 51 CONSOLIDATED ENTITY DISCLOSURE STATEMENT 52 DIRECTOR’S DECLARATION 53 INDEPENDENT AUDIT REPORT 57 OTHER ADDITIONAL ASX INFORMATION
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Letter from the Managing Director and Chairman
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Directors’ Report Letter from the Managing Director and Chairman Building momentum, unlocking value. Dear shareholders, The 2026 financial year was an important year of progress for Invictus Energy, during which we strengthened the foundations required to advance the Cabora Bassa Project from a successful frontier exploration campaign towards appraisal, commercialisation and ultimately development. We secured the long-term fiscal and legal framework for the Project, secured funding and operational capability required for our upcoming high-impact Musuma-1 exploration well, progressed pathways to early commercialisation and positioned Invictus to capture additional growth opportunities across Africa. A milestone half a decade in the making The execution of the Petroleum Production Sharing Agreement (PPSA) with the Republic of Zimbabwe in May 2026 has finally established a clear, stable and commercially attractive framework for the future development of the Project. It is a significant achievement not only for the Company, but also for the country which now has a comprehensive framework to attract investment and a pathway through which a successful exploration project can become a major new energy industry for Zimbabwe and the wider region. The agreement represents the culmination of several years of detailed engagement between the Company, Government and their respective advisers. Its execution establishes a hybrid profit and production-sharing structure and a stable, transparent and internationally competitive legal and fiscal foundation on which to commercialise our discoveries. In addition, we secured the granting of National Project Status (NPS) and the associated fiscal and non-fiscal incentives available to projects of national significance that materially reduces the risk and the cost of development and enhances the bankability of the Project. The PPSA and NPS status enjoyed by the Project provides a strong foundation from which we can attract capital, strategic investors, upstream partners and associated midstream and downstream investment into Cabora Bassa. Alongside the PPSA, we also secured a three-year renewal of our core EPOs 1848 and 1849, extending our tenure over the Cabora Bassa licence area including the eight eastern margin prospects and five basin margin oil prospects that host significant untested oil and gas potential. Together, National Project Status, the PPSA and our extended licence position represent important de-risking steps that stand us in good stead to advance Cabora Bassa. 4 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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Advancing the next chapter of exploration In April 2026, the Company raised A$10 million from sophisticated and institutional investors specifically to fund the drilling of the Musuma-1 exploration well. Musuma-1 will test a new play type in the eastern portion of our 360,000-hectare licence area, targeting 1.2 trillion cubic feet of gas and 73 million barrels of condensate on a gross mean unrisked basis. Musuma-1 will test a large independent prospect in a previously undrilled portion of the basin and represents another opportunity to materially expand the resource base within our acreage. Importantly, the well complements the existing Mukuyu discovery and provides the opportunity to demonstrate the broader prospectivity and scale of the Cabora Bassa Basin, provide the Company with optionality and guide our initial development efforts in the basin for early monetisation. While the groundwork for the Musuma-1 campaign was laid throughout the year, activity across our key workstreams has accelerated markedly since year-end. In the weeks following 30 June we executed a revised rig contract with Exalo Drilling for Rig 202, secured drilling and well services from SLB, progressed civil works and logistics planning and we are on track to spud in November. We have also completed upgrades to our Zambezi Valley supply base, providing improved facilities and support infrastructure for our personnel and contractors as they mobilise for the campaign ahead. The upcoming drilling campaign represents another important catalyst for Invictus and provides shareholders with exposure to a material exploration opportunity in a newly proven basin with extensive running room. Creating a pathway to commercialisation FY2026 also saw increasing emphasis placed on demonstrating how the Mukuyu discovery can be commercialised. The Cabora Bassa Project is strategically located within a region experiencing growing demand for reliable and affordable energy across the mining, industrial and power generation sectors. Zimbabwe and its neighbouring markets continue to rely heavily on expensive imported liquid fuels and face material electricity supply constraints. Indigenous natural gas has the potential to provide a lower-cost, reliable and scalable source of energy while supporting industrial development, mining investment and regional energy security. During the year, we continued to advance discussions with potential gas customers across the power generation, mining, industrial and fertiliser sectors. A significant milestone was the environmental approval received for pilot production activities covering the extraction, processing, liquefaction and transportation of gas from Mukuyu and the greater licence area. This provides a pathway for Invictus to pursue early gas monetisation opportunities while appraisal and full-field development planning continue. Our objective is to establish an initial commercial pathway capable of demonstrating the economic value of the resource and generating valuable operating data and early reservoir insights which we can utilise to optimise a larger-scale development. In parallel, we are evaluating longer-term development concepts including baseload gas-to-power, industrial gas supply and opportunities to access regional electricity markets through the Southern African Power Pool. The scale of the regional opportunity is significant. Southern and Central Africa contain some of the world’s most important critical mineral resources, particularly copper, cobalt and lithium, yet access to affordable and reliable power remains one of the largest constraints on new investment. Cabora Bassa is uniquely positioned at the heart of these critical mineral corridors and has the ability to become an important indigenous source of energy supporting this industrial growth. 5 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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Directors’ Report Deepening our partnership with Zimbabwe Invictus’ success has always been closely linked to the support of our partners and stakeholders in Zimbabwe. During FY2026, we continued to deepen those relationships across Government, local communities, traditional leadership, institutional investors and Zimbabwean businesses. None of this progress would be possible without the continued support of the Government of Zimbabwe, whose engagement throughout the PPSA negotiation, the award of National Project Status, and our licence renewals reflects a genuine national commitment to unlocking the country’s untapped energy resources. We remain encouraged by the stability of our operating environment and the constructive, collaborative relationship we continue to build with our host government, which we regard as a genuine long- term partner in this project’s success. This is further strengthened by the ongoing partnership and investment from local institutional shareholders including the Mutapa Investment Fund, which extends confidence beyond regulatory support to direct financial participation. The Mutapa Investment Fund, Zimbabwe’s Sovereign Wealth Fund, holds a 10% back-in right on commercial development following award of a production licence and reflects the importance we place on ensuring Zimbabwean participation in the development of the country’s natural resources. The Cabora Bassa Project has the potential to become a nationally significant development capable of delivering investment, employment, government revenues, energy security and new industrial opportunities. We remain committed to developing the Project in partnership with Zimbabwe and ensuring that its successful development creates sustainable and lasting benefits for the country and its people. International E&P Macro Commentary The international E&P landscape strengthened materially during the year, as ongoing geopolitical conflicts in Europe and the Middle East reinforced the strategic importance of secure, reliable and diversified energy supply. Disruptions to major oil and LNG trade routes and supply contributed to periods of significant commodity price volatility and sharp price escalation, placing energy security firmly back at the centre of government and corporate decision-making. At the same time, a more pragmatic approach to the energy transition has continued to emerge across host governments, industry and capital providers, with growing recognition that continued investment in hydrocarbons to meet global energy demand, maintain system reliability and support economic growth is required for decades to come. Against this backdrop, exploration and M&A activity has experienced a notable resurgence, with IOCs, NOCs and independent companies increasingly looking beyond their traditional regional positions to secure new resource opportunities. Sub-Saharan Africa has emerged as a particular focus of this renewed exploration appetite, supported by recent exploration success in underexplored basins. This region is the leading destination for new exploration acreage capture, underscoring the continent’s growing importance within global upstream portfolios. Letter from the Managing Director and Chairman 6 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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Building an African growth platform During the year we also continued to develop Invictus’ broader corporate growth strategy. Our experience in successfully identifying, financing and drilling one of Africa’s largest recent onshore frontier discoveries has provided the Company with a strong industry reputation, possessing a differentiated technical and commercial skillset that is highly sought by potential partners and can be applied to opportunities elsewhere on the continent. Our strategy is focused on disciplined expansion into upstream opportunities where Invictus can leverage its capability and strategic relationships to acquire interests in high-quality producing and near-term development oil and gas assets to broaden and diversify our portfolio. During FY2026 we progressed a number of initiatives across Africa while deepening relationships with host governments and regulators, national oil companies, local partners and international energy companies across a number of opportunities as well as financial partners to support future transactions. We will continue to pursue these opportunities selectively. Any transaction must be capable of enhancing shareholder value and complementing, rather than distracting from, our primary objective of unlocking the value of the Cabora Bassa Project. Corporate update and shareholder support The progress achieved during FY2026 would not have been possible without the continued support of our shareholders. We remain conscious that frontier exploration and development requires patience, disciplined capital allocation and careful management of risk. During the year, there were periods where partnership and commercial arrangements did not materialise as we had envisaged and the time required to finalise regulatory issues exceeded our initial expectations. However, the execution of the Petroleum Production Sharing Agreement has now substantially strengthened the foundation upon which we can move forward. Our priority remains to deploy shareholder capital into activities capable of materially increasing the value of the Company’s resource base and progressing Cabora Bassa towards commercial production. We are grateful, as always, to our dedicated team at Invictus team for its continued professionalism and commitment through a year that has been marked by challenges and triumphs. Energised for the future As we look to the year ahead, our priorities are clear. The Musuma-1 well will spud in November 2026 and represents the Company’s most important near-term catalyst, with the potential to transform the scale of our resource base and open new development options across the eastern basin. In parallel, we will progress appraisal planning at Mukuyu Gas Field, continue to advance discussions with prospective strategic and funding partners now that the fiscal and legal framework supporting the project is settled, and maintain the financial discipline that has characterised the Company’s approach through a difficult funding environment. We also continue to progress other new venture opportunities that may further diversify and strengthen the Company’s revenue base. The past year asked a great deal of Invictus, navigating several challenges from which your Company has emerged stronger. The Company has travelled a considerable distance since first entering the Cabora Bassa Basin. From an overlooked frontier acreage position we matured a high-quality portfolio of prospects and leads, drilled basin opening wells which has opened up a new petroleum province with a significant gas-condensate discovery, established a long-term commercial framework and preparing to drill another high-impact exploration well which has the potential to be another defining moment for this Company and for Zimbabwe’s emerging gas industry. On behalf of the Board, we thank our shareholders for your continued confidence and support through what has been a pivotal year. The opportunity ahead of us is significant, and we look forward to the next phase of Invictus’ development with confidence.” Yours faithfully, John Bentley NON-EXECUTIVE CHAIRMAN Scott Macmillan MANAGING DIRECTOR “ 7 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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Directors’ Report R eview of Operations During the year the Company undertook the following activities: • Cabora Bassa Project officially granted National Project Status (NPS) by the Zimbabwe Finance Minister Hon. Prof Mthuli Ncube. • Exclusive Prospecting Orders 1848 and 1849 Licences renewed for further three-year term. • Preparation and planning continued for Musuma- 1 drilling campaign. • Preparation and planning continued for appraisal activities at Mukuyu Gas Field. • Zimbabwe’s Environmental Management Agency renewed the Environmental Impact Assessment (EIA) for Special Grant 4571 and Exclusive Prospecting Orders 1848 and 1849. • Operational preparations for the high-impact Musuma-1 exploration well in the Cabora Bassa Basin, Zimbabwe commenced ahead of planned drilling activities in H22026. • Petroleum Production Sharing Agreement (PPSA) executed between Geo Associates (Pvt) Ltd and the Republic of Zimbabwe which establishes a robust legal, fiscal and operational framework governing the Cabora Bassa Project through exploration, appraisal, development and production. • Binding MOU and Share subscriptions agreement signed with Al Mansour holdings to acquire a 19.9% stake in Invictus Energy Limited. • On 7 January 2026, Ms Victoria McLellan was appointed as Joint Company Secretary. • The Company terminated the Al Mansour Holdings (AMH) Subscription Agreement and Al Mansour Oil & Gas (AMOG) Joint Venture strategic partnership after the parties were unable to agree on acceptable terms for a revised transaction, with certain proposed provisions inconsistent with regulatory and governance requirements. • $10 million capital raising via Placement to sophisticated and institutional investors with the participants in the placement receiving one attaching option for every two shares allocated under the placement, which are exercisable at $0.10 and have an expiry date of 20 May 2028. Directors’ Report Y our Directors present their report together with the consolidated financial statements on Invictus Energy Limited (the ‘Company’) and the entities it controlled (the “consolidated entity”) at the year ended 30 June 2026. 8 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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1. D IRECTORS 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, 7,980,000 Options and 3,500,000 Performance Rights. Mr Joe Mutizwa – Non- Executive Director and Deputy Chairman (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 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, 14,590,000 Options and 7,500,000 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, 7,600,000 Options and 3,500,000 Performance Rights. 9 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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Directors’ Report 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: 416,667 Ordinary shares, 7,600,000 Options and 3,500,000 Performance Rights. Compan y Secretaries Mr Gabriel Chiappini – Joint Company Secretary refer to director details for information on Mr Chiappini. Mrs Victoria McLellan – Joint Company Secretary (Appointed 7 January 2026) Mrs McLellan is a Chartered Accountant with over 20 years’ experience in the oil and gas industry with extensive expertise in governance and regulatory compliance gained at FAR (ASX:FAR) and in her role as Chief Financial Officer and Company Secretary at Metgasco (ASX:MEL). Interests in Invictus Energy Limited shares and options: 4,084,421 Options and 1,500,000 Performance Rights. 1.1 Directors’ Meetings 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 6 5 Joe Mutizwa 6 6 Scott Macmillan 6 6 Gabriel Chiappini 6 5 Robin Sutherland 6 6 In addition to the formal Board meetings disclosed above, the Directors communicated regularly throughout the year to consider governance, operational and strategic matters. 1.2 Corporate Go vernance 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 www.invictusenergy.com. 10 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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2. Re muneration Report (Audited) Letter from the Remuneration Committee 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 2026 (FY26). FY26 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. FY26 Remuneration Outcomes In line with market peers of similar size and stage, the FY26 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 FY26 outcomes. • Fixed Remuneration (FR): there has been no change to the Managing Director (MD) or Chief Financial Officer & Joint Company Secretary (CFO) fixed remuneration packages. • STI: 2,500,000 rights were issued to the MD and were approved by shareholders at the 27 November 2025 shareholders meeting. These rights issued in the year vested during the year ended 30 June 2026. • L TI: 5,075,000 of these options were issued to the MD and were approved by shareholders at the 27 November 2025 shareholders meeting. The options have an exercise price of $0.10, and an expiry date of 31 August 2028. All of these options in the class vested during the year ended 30 June 2026. • Non-Executive Director (NED) policy fees: There has been no change to the NED fees paid to the NED’s during FY26. 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 11 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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Directors’ Report 2. Re muneration Report (Audited) (CONTINUED) 1. K ey 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 FY26 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 Chair of the Remuneration Committee Full year Scott Macmillan Managing Director Full year Gabriel Chiappini Non-Executive Director & Joint Company Secretary Chair of the Audit Committee Full year Robin Sutherland Non-Executive Director Full year Victoria McLellan Chief Financial Officer & Joint Company Secretary 7 January 2026 2. R emuneration Governance The KMP remuneration decision making is guided by the Company’s remuneration governance framework as follows: Board of Directors (the Board) 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 Remuneration Committee (the 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. External remuneration consultants 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 remuneration consultants were engaged during the year ended 30 June 2026. 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. 3. R emuneration Committee and Audit Committee The Remuneration Committee and Audit Committee are made up of Non-Executive Directors with Joe Mutizwa as the Chair of Remuneration Committee and Gabriel Chiappini as Chair of the Audit Committee. The number of Remuneration and Audit Committee meetings and number of meetings attended by each member of the during the financial year were: NON-EXECUTIVE DIRECTORS REMUNERATION COMMITTEE MEETINGS AUDIT COMMITTEE MEETINGS ELIGIBLE TO ATTEND ATTENDED ELIGIBLE TO ATTEND ATTENDED John Bentley 1 1 2 1 Joe Mutizwa 1 1 2 2 Gabriel Chiappini 1 1 2 2 Robin Sutherland 1 1 2 2 12 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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2. Re muneration Report (Audited) (CONTINUED) 4. R emuneration 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. 5. FY26 KMP remuneration framew ork 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 FY26. FIXED REMUNERATION (FR) STI (PERFORMANCE RIGHTS) L TI (OPTIONS) Purpose Attract and retain high quality executives through market competitive and fair remuneration. Focus executives and employees on delivering shared business priorities in the short term. Support KMP (senior executives 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 (as required under the Australian superannuation guarantee legislation) and other prescribed non-financial benefits at the board’s discretion. Delivered in the form of Performance Rights (Rights). Rights will vest 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 FY26 STI awards, the vesting hurdle is set at a 20-day volume Weighted Average Price (VWAP) of A$0.10 or higher. Delivered in the form of Premium Priced Options (Options). Options exercise price set at a 145% premium to spot share price on award. For FY26 LTI awards, the exercise price hurdle is set A$0.10. 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 FY26, the Company did not undertake 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’s 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. 13 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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Directors’ Report 2. Re muneration Report (Audited) (CONTINUED) 6. Non-Ex ecutive Director (NED) remuneration 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 is $500,000 per annum. 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. 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 FY26 fee arrangements for each NED. Section discloses actual total fees received by each NED during FY26. 7. Compan y performance and Executive Remuneration Outcomes in FY26 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. Overview of Company performance over the past five years 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 2026 2025 2024 2023 2022 EPS loss – (cents) ($0.38) ($0.30) ($0.38) ($0.53) ($0.58) Net loss ($6,541,741) ($4,966,815) ($5,318,445) ($4,951,928) ($3,786,181) Share price (AUD) $0.053 $0.054 $0.063 $0.115 $0.175 STI outcomes On 17 December 2025 2,500,000 Performance Rights were issued to the MD of the company. The Performance Rights will convert to ordinary shares upon the achievement of a 20 Day VWAP of $0.10 or higher before the expiry date of 20 August 2026. During the June 2026 financial year, the rights issued during the year vested but no short-term cash bonuses were paid or accrued for during the year. During the June 2025 financial year, no rights issued or vested and no short-term cash bonuses were paid or accrued for during the year. 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 & Joint Company Secretary 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 Victoria McLellan Chief Financial Officer & Joint Company Secretary No fixed term AUD 232,000 2 3 months by either party Notes: 1. I ncludes a NED fee of $60,000 per annum and a Governance Chair/company secretary fee of $60,000 per annum 2. T he CFO is employed on a 0.8 Full-Time equivalent basis The Company may, from time to time, offer the Managing Director, Chief Financial Officer 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. 14 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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2. Remuneration Report (Audited) (CONTINUED) 8. Details of remuneration The following tables set out remuneration paid to key management personnel of the Company during the current year: SHORT TERM POST EMPLOYMENT LONG TERM EQUITY SETTLED PROPORTION OF REMUNERATION CASH SALARY AND FEES OTHER1 SUPER- ANNUATION OTHER2 SHARES PERFORMANCE SHARES OPTIONS TOTAL FIXED PERFORMANCE LINKED 2026 $ $ $ $ $ $ $ % % John Bentley 98,933 42,411 - - - - - 141,344 100% 0% Joe Mutizwa 60,000 98,768 - - - - - 158,768 100% 0% Scott Macmillan 350,000 4,029 42,000 46,668 - 222,500 323,618 988,815 45% 55% Gabriel Chiappini 120,000 29,256 - - - - - 149,256 100% 0% Robin Sutherland 60,000 - - - - - - 60,000 100% 0% Victoria McLellan3 111,233 1,933 13,348 - - - -- 126,514 100% 0% Total 800,166 176,397 55,348 46,668 - 222,500 323,618 1,624,697 66% 34% 1 Represents reimbursements, annual leave and out of scope work 2 Represents long service leave provision being established. 3 Victoria McLellan became a KMP on 7 January 2026 when she was appointed as Joint Company Secretary The following tables set out remuneration paid to key management personnel of the Company during the previous year: SHORT TERM POST EMPLOYMENT EQUITY SETTLED PROPORTION OF REMUNERATION CASH SALARY AND FEES OTHER1 SUPERANNUATION SHARES PERFORMANCE SHARES OPTIONS TOTAL FIXED PERFORMANCE LINKED 2025 $ $ $ $ $ $ $ % % 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 9. Additional disclosures Amounts owing to Key management Personnel There is no amounts owed to Key Management Personnel as at 30 June 2026 (30 June 2025: $9,618). Share-based compensation Options On 27 November 2025, 5,075,000 unlisted options, valued at $323,618 were issued to Mr Scott Macmillan. The options have an exercise price of $0.10, and an expiry date of 31 August 2028. The fair value per option is $0.064. The options were valued using the Black-Scholes European Pricing Model, with the following inputs used: • Grant date: 27 November 2025 • Expiry date: 31 August 2028 • Risk free rate: 3.84% • Stock volatility: 96% • Share price at grant date: $0.105 • Exercise price: $0.10 $323,618 has been recognised as Directors’ and executives’ fees, within the Consolidated Statement of Profit or Loss and Other Comprehensive Income for the current period. 15 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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Directors’ Report 2. Re muneration Report (Audited) (CONTINUED) Performance rights On 27 November 2025, 2,500,000 Performance Rights were issued to Mr Scott Macmillan. The Performance Rights can be converted to ordinary shares upon the following milestone being achieved: • The volume weighted average share price (VWAP) of the Company’s shares being equal to or greater than AUD$0.10 for a consecutive 20 day trading period on the Australian Securities Exchange (ASX) Set out below are the assumptions of the indicative fair value of the Performance Rights ASSUMPTIONS PERFORMANCE RIGHTS Valuation Method Hybrid Up-and-In Trinomial Model Spot Price $0.105 Exercise Price Nil Grant Date 27 November 2025 Start of performance period 20 August 2025 End of performance period 20 August 2026 Performance period 1.00 Expiry Date 20 August 2026 Remaining life of the Rights (years) 0.73 VWAP barrier $0.100 Adjusted VWAP barrier $0.144 Risk free rate 3.78% Dividend yield Nil Volatility 110% Valuation per right $0.089 $222,500 has been recognised as Directors’ and executives’ fees, within the Consolidated Statement of Profit or Loss and Other Comprehensive Income for the current period. During the June 2025 financial year, no performance rights were issued to Key Management Personnel as part of their remuneration. Ordinary shares During the June 2026 financial year, no ordinary shares were issued to Key Management Personnel as part of their remuneration. Equity instruments held by key management personnel (i) Option holdings The following table shows options held by key management personnel during the current year. BALANCE AT START OF THE YEAR GRANTED EXERCISED/ LAPSED OTHER1 BALANCE AT THE END OF THE YEAR VESTED DURING THE YEAR VESTED AND EXERCISABLE UNVESTED 2026 John Bentley 8,188,333 - (208,333) - 7,980,000 - 7,980,000 - Joe Mutizwa 7,600,000 - - - 7,600,000 - 7,600,000 - Scott Macmillan 9,515,000 5,075,000 - - 14,590,000 5,075,000 14,590,000 - Gabriel Chiappini 7,704,166 - (104,166) - 7,600,000 - 7,600,000 - Robin Sutherland 7,808,333 - (208,333) - 7,600,000 - 7,600,000 - Victoria McLellan - - - 4,084,421 4,084,421 - 4,084,421 - Total 40,815,832 5,075,000 (520,832) 4,084,421 49,454,421 5,075,000 49,454,421 - 1 Options were granted prior to becoming a KMP on 7 January 2026 16 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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(ii) Performance Rights holdings The following table shows performance rights held by key management personnel during the financial year. BALANCE AT START OF THE YEAR GRANTED EXERCISED/ LAPSED OTHER1 BALANCE AT THE END OF THE YEAR VESTED DURING THE YEAR VESTED AND EXERCISABLE UNVESTED 2026 John Bentley 3,500,000 - - - 3,500,000 - - 3,500,000 Joe Mutizwa - - - - - - - - Scott Macmillan 5,000,000 2,500,000 - - 7,500,000 2,500,000 2,500,000 5,000,000 Gabriel Chiappini 3,500,000 - - - 3,500,000 - - 3,500,000 Robin Sutherland 3,500,000 - - - 3,500,000 - - 3,500,000 Victoria McLellan - - - 1,500,000 1,500,000 - 1,500,000 - Total 15,500,000 2,500,000 - 1,500,000 19,500,000 2,500,000 4,000,000 15,500,000 1 Performance rights were granted prior to becoming a KMP on 7 January 2026 (iii) 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 2026 Directors John Bentley 861,111 - - - - 861,111 Joe Mutizwa 1,428,570 - - - - 1,428,570 Scott Macmillan 73,271,547 - - - - 73,271,547 Gabriel Chiappini 9,070,995 - - - - 9,070,995 Robin Sutherland 416,667 - - - - 416,667 Victoria McLellan - - - - - - Total 85,048,890 - - - - 85,048,890 Other transactions with key management personnel During the current year, the Company paid $140,250 to Laurus Corporate Services Pty Ltd, an entity related to Mr Gabriel Chiappini, for the provision of non-executive director and company secretarial services (2025: $120,000). During the current year, the Company paid $137,049 to Ptarmigan Natural Resources Ltd, an entity related to Mr John Bentley, for the provision of non-executive director services (2025: $170,911). 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. End of Audited Remuneration Report. 3. P rincipal Activities The principal activities of the consolidated entity carried out during the financial year consisted of the exploration and appraisal of the Cabora Bassa Project. 17 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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Directors’ Report 4. B usiness 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 licence 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 2028 or any future permit applications will be granted. 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 annual report, 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. 18 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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4. B usiness Risks (CONTINUED) 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. 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: a) financial failur e, non-compliance with obligations or default by a participant in any venture to which the Company is, or may become, a party; or b) insolv ency or other managerial failure by any of the contractors used by the Company in any of its activities; or c) insolv ency or other managerial failure by any of the other service providers used by the Company for any activity, d) all of which could ha ve a material adverse effect on the operations and financial performance of the Company. 19 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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Directors’ Report 4. B usiness Risks (CONTINUED) 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 a 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: a) general economic outlook ; b) intr oduction of tax reform or other new legislation; c) int erest rates and inflation rates; d) changes in in vestor sentiment toward particular market sectors; e) the demand f or, and supply of, capital; and f ) t errorism 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. 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. 20 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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5. R esults 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 2026 was $6,541,741 (2025: $4,966,815 loss). No dividends have been paid or declared by the Company during the year ended 30 June 2026 (2025: nil). 6. L oss Per Share The basic loss per share for the consolidated entity for the year was $0.38 per share (2025: $0.30 loss per share). 7. S ignificant 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. 8. E vents Subsequent to Reporting Date On 5 August 2026 the Company signed a Deed of Variation with Exalo Drilling S.A. for Exalo Rig 202 to drill the Musuma-1 exploration well at the Cabora Bassa Project. On 7 August 2026, 8,000,000 Performance rights were converted to 8,000,000 ordinary shares which included 2,500,000 related to Mr Scott Macmillan and 1,500,000 related to Mrs Victoria McLellan. On 11 September 2026 the Company announced that it had awarded the key drilling and well services contract to SLB (formerly Schlumberger) for the high-impact Musuma-1 exploration well. 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. 9. L ikely Developments and Expected Results of Operations 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-Gwayi-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. 10. E nvironmental Regulations 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. 11. E quity Instruments on Issue Ordinary shares As at the date of this report, there were 1,778,337,385 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 20-May-2028 $0.10 113,194,444 21 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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Directors’ Report 11. E quity Instruments on Issue (CONTINUED) Unlisted options As at the date of this report, the following unlisted options over ordinary shares on issue is as follows: EXPIRY EXERCISE NUMBER 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 31-Aug-2028 $0.10 22,832,154 Included in these options were options granted as remuneration to the directors during the year. Details of options granted to key management personnel are disclosed on page 15 above. 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, 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 estimat e 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) T he 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 estimat e 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) T he Company achieving a 20-day volume weighted average price of at least $0.75 on or before 31 December 2026. - 8,000,000 20-Aug-25 20-Aug-26 The Company achieving a 20-day volume weighted average price of at least $0.10 on or before 20 August 2026. 12. I ndemnification and Insurance of Officers and Auditors Indemnity and insurance of Officers An indemnity agreement has been entered into with each of the Directors and company secretary of the Company named earlier in this report. Under the agreement, the Company has agreed to indemnify those officers against any claim or for any expenses or costs which may arise as a result of work performed in their respective capacities to the extent permitted by law. There is no monetary limit to the extent of this indemnity. During the financial year the Company paid a premium in respect of a contract to insure the directors and officers of the Company against the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. Indemnity and insurance of Auditors The Company has not, during or since the end of the financial year ended 30 June 2026, indemnified or agreed to indemnify BDO Audit Pty Ltd or any related entity against a liability incurred by the auditors. During the financial year ended 30 June 2025, the Company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity. 13. C orporate Structure Invictus Energy Limited is a Company limited by shares that is incorporated and domiciled in Australia. The Company is listed on the Australian Securities Exchange under the code “IVZ” . 22 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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Directors’ Report 14. A udit and Non-Audit Services The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and the experience with the Company and/or the Group are important. Details of the amounts paid or payable to the auditor, BDO Audit Pty Ltd (“BDO”), are set out below. 2026 2025 A$ A$ Services provided by the Auditor – BDO Audit Pty Ltd Audit and review of financial statements 68,291 73,010 Total services provided by the Auditor 68,291 73,010 15. P roceedings 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. 16. R ounding of Amounts The company is of a kind referred to in ASIC Legislative Instruments 2026/183, 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. 17. A uditor’s independence declaration The lead auditor’s Independence Declaration is set out on page 24 for the financial year ended 30 June 2026. 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 25 September 2026 23 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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Auditors Independence Declaration Level 9, Mia Yellagonga Tower 2 5 Spring Street Perth, WA 6000 PO Box 700 West Perth WA 6872 Australia Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all 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. DECLARATION OF INDEPENDENCE BY DAVE ANDREWS TO THE DIRECTORS OF INVICTUS ENERGY LIMITED As lead auditor of Invictus Energy Limited for the year ended 30 June 2026, 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 year. Dave Andrews Director BDO Audit Pty Ltd Perth 25 September 2026 Level 9, Mia Yellagonga Tower 2 5 Spring Street Perth, WA 6000 PO Box 700 West Perth WA 6872 Australia Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all 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. DECLARATION OF INDEPENDENCE BY DAVE ANDREWS TO THE DIRECTORS OF INVICTUS ENERGY LIMITED As lead auditor of Invictus Energy Limited for the year ended 30 June 2026, 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 year. Dave Andrews Director BDO Audit Pty Ltd Perth 25 September 2026 24 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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Annual Financial Report 25 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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FOR THE YEAR ENDED 30 JUNE 2026 2026 2025 NOTES A$ A$ Continuing operations Interest revenue 192,290 187,626 Other Income 98,716 85,498 Corporate costs 6 (2,579,032) (633,085) Professional fees 6 (643,437) (516,572) Directors’ and executives’ fees (1,344,710) (1,754,352) Finance costs (70,992) (33,291) Other 6 (2,007,658) (2,046,153) Depreciation (176,040) (185,009) Foreign currency (loss)/gain 4,696 (37,900) Loss from continuing operations before income tax (6,526,167) (4,933,238) Income tax expense 8 (15,574) (33,577) Loss from continuing operations after income tax (6,541,741) (4,966,815) (Loss) for the year attributable to: Members of the parent entity (6,260,825) (4,654,883) Non-controlling interest 15 (280,916) (311,932) (Loss) for the year (6,541,741) (4,966,815) Other comprehensive (loss)/income: Items that may be reclassified subsequently to profit or loss: Foreign currency translation – members of parent entity (288,889) 200,062 Foreign currency translation – non-controlling interest 15 (206,597) 97,364 Total other comprehensive (loss)/income net of tax for the year (495,486) 297,426 Total comprehensive (loss)/gain for the year attributable to: Members of the parent entity (6,549,714) (4,454,821) Non-controlling interest (487,513) (214,568) (7,037,227) (4,669,389) Basic and diluted loss per share (cents) 9 (0.38) (0.30) The consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the accompanying notes. Consolidated Statement of Profit or Loss and Other Comprehensive Income 26 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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AS AT 30 JUNE 2026 Consolidated Statement of Financial Position 2026 2025 NOTES A$ A$ Assets Current assets Cash and cash equivalents 10 10,885,755 8,677,024 Trade and other receivables 45,470 384,615 Other financial assets 123,414 120,771 Other current assets 82,677 113,271 Total current assets 11,137,316 9,295,681 Non-current assets Investments in associates 4,847 5,084 Exploration and evaluation expenditure 11 131,416,727 127,942,928 Leasehold acquisition costs for Carbon Credits 738,144 774,093 Property, plant and equipment 13,422 27,898 Right of use asset 489,035 126,581 Total non-current assets 132,662,175 128,876,584 Total assets 143,799,491 138,172,265 Liabilities Current liabilities Trade and other payables 12 1,917,426 643,746 Provisions 162,904 171,098 Lease liability 135,179 62,653 Total current liabilities 2,215,509 877,497 Non-current liabilities Lease liability 419,690 105,040 Provisions 46,668 - Total non-current liabilities 466,358 105,040 Total liabilities 2,681,867 982,537 Net assets 141,117,624 137,189,728 Equity Share capital 13 175,068,892 165,893,098 Reserves 14 11,479,433 9,978,993 Accumulated loss (45,148,977) (38,888,152) Total equity attributable to owners of Invictus Energy Limited 141,399,348 136,983,939 Non-controlling interest 15 (281,724) 205,789 Total equity 141,117,624 137,189,728 The consolidated statement of financial position is to be read in conjunction with the accompanying notes. 27 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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FOR THE YEAR ENDED 30 JUNE 2026 Consolidated Statement of Changes in Equity SHARE CAPITAL FOREIGN CURRENCY TRANSLATION RESERVE SHARE-BASED PAYMENT RESERVE TOTAL RESERVES ACCUMULATED LOSS TOTAL ATTRIBUTABLE TO EQUITY HOLDERS OF THE GROUP/COMPANY NON- CONTROLLING INTEREST TOTAL EQUITY A$ A$ A$ A$ A$ A$ A$ A$ Balance at 1 July 2024 148,332,526 339,067 8,588,464 8,927,531 (34,233,269) 123,026,788 420,357 123,447,145 Loss for the year - - - - (4,654,883) (4,654,883) (311,932) (4,966,815) Foreign currency translation - 200,062 - 200,062 - 200,062 97,364 297,426 Total comprehensive loss for the year - 200,062 - 200,062 (4,654,883) (4,454,821) (214,568) (4,669,389) Issue of shares – capital raising 18,857,717 - - - - 18,857,717 - 18,857,717 Capital raising costs (note 13 and 19) (1,300,182) - - - - (1,300,182) - (1,300,182) Shares issued - exercise of options 3,037 - - - - 3,037 - 3,037 Share-based payments (note 19) - - 851,400 851,400 - 851,400 - 851,400 Total distributions to owners of Company recognised directly in equity 17,560,572 - 851,400 851,400 - 18,411,972 - 18,411,972 Balance at 30 June 2025 165,893,098 539,129 9,439,864 9,978,993 (38,888,152) 136,983,939 205,789 137,189,728 Loss for the year - - - - (6,260,825) (6,260,825) (280,916) (6,541,741) Foreign currency translation - (288,889) - (288,889) - (288,889) (206,597) (495,486) Total comprehensive loss for the year - (288,889) - (288,889) (6,260,825) (6,549,714) (487,513) (7,037,227) Issue of shares – capital raising 10,000,000 - - - - 10,000,000 - 10,000,000 Capital raising costs (note 13 and 19) (1,278,661) - - - - (1,278,661) - (1,278,661) Issue of shares - exercise of options 4,456 - - - - 4,456 - 4,456 Issue of shares – exercise of performance rights 199,999 - (199,999) (199,999) - - - - Share-based payments (note 19) 250,000 - 1,989,328 1,989,328 - 2,239,328 - 2,239,328 Total distributions to owners of Company recognised directly in equity 9,175,794 - 1,789,329 1,789,329 - 10,965,123 - 10,965,123 Balance at 30 June 2026 175,068,892 250,240 11,229,193 11,479,433 (45,148,977) 141,399,348 (281,724) 141,117,624 The consolidated statement of changes in equity is to be read in conjunction with the accompanying notes. 28 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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FOR THE YEAR ENDED 30 JUNE 2026 Consolidated Statement of Cash Flows 2026 2025 NOTES A$ A$ Cash flows from operating activities Payments to suppliers and employees (4,504,124) (4,770,297) Interest received 192,290 187,626 Interest paid - (18,043) Income tax paid (29,217) (8,030) Other 94,921 85,498 Net cash used in operating activities 16 (4,246,130) (4,523,246) Cash flows from investing activities Exploration and evaluation payments 11 (2,765,274) (7,563,656) Purchase of PPE (7,565) (9,561) Acquisition of associate - (5,084) Net cash used in investing activities (2,772,839) (7,578,301) Cash flows from financing activities Proceeds from issue of shares 13 10,000,000 18,857,717 Share issuance costs 13 (776,326) (1,291,000) Exercise of options 13 4,456 3,037 Net cash from financing activities 9,228,130 17,569,754 Total cash movement for the year 2,209,161 5,468,207 Cash at the beginning of the year 8,677,024 3,256,044 Effect of exchange rate changes on cash and cash equivalents (430) (47,227) Total cash at the end of the year 10 10,885,755 8,677,024 The consolidated statement of cash flows is to be read in conjunction with the accompanying notes. 29 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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FOR THE YEAR ENDED 30 JUNE 2026 1. S ummary of Material Accounting Policies A. Basis of preparation 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. (i) C ompliance 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 2025 have not had an impact on the financials. Refer to note 2 for further details. (ii) G oing 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 2026 the Group incurred a loss after tax of $6,541,741(2025: $4,966,815) and had total net cash outflows from operating and investing activities of $7,018,969 (2025: $12,101,547). The Directors have prepared an estimated cash flow forecast for the period to 30 September 2027 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. (iii) Basis of c onsolidation 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. B. Foreign currency translation (i) F unctional 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$” , “$”). The consolidated financial statements are presented in Australian dollars, which is the Company’s presentation currency. Notes to the Consolidated Financial Statements 30 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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1. S ummary of Material Accounting Policies (CONTINUED) (ii) T ransactions and balances Transactions in foreign currencies are translated to the functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to Australian dollars at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the statement of comprehensive income. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to A$ at foreign exchange rates ruling at the dates the fair value was determined. (iii) F inancial 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. C. 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. D. Financial instruments The Company’s financial instruments comprise cash and cash equivalents, trade and other receivables, trade and other payables, and lease liabilities. These instruments are initially recognised at fair value, which generally represents the transaction price, and are subsequently measured in accordance with their classification under applicable accounting standards. Financial assets are classified as measured at amortised cost, fair value through other comprehensive income (FVOCI), or fair value through profit or loss (FVTPL), based on the Company’s business model for managing the assets and the contractual cash flow characteristics. Impairment of financial assets measured at amortised cost or FVOCI is assessed using an expected credit loss model, incorporating forward-looking information. Financial liabilities are generally measured at amortised cost, except for those designated at FVTPL or arising from derivative contracts. E. Goods and Services T ax / 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. F. Emplo yee benefits (i) S hort-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. 31 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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FOR THE YEAR ENDED 30 JUNE 2026 1. S ummary of Material Accounting Policies (CONTINUED) (ii) Defined c ontribution 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. (iii) S hare-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. 2. N ew accounting standards not yet mandatory or early adopted Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Consolidated Entity for the annual reporting period ended 30 June 2026. The Consolidated Entity’s assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the consolidated entity, are set out below. AASB 18 Presentation and Disclosure in Financial Statements This standard is applicable to annual reporting periods beginning on or after 1 January 2027 and early adoption is permitted. The standard replaces IAS 1 ‘Presentation of Financial Statements’ , with many of the original disclosure requirements retained and there will be no impact on the recognition and measurement of items in the financial statements. But the standard will affect presentation and disclosure in the financial statements, including introducing five categories in the statement of profit or loss and other comprehensive income: operating, investing, financing, income taxes and discontinued operations. The standard introduces two mandatory sub-totals in the statement: ‘Operating profit’ and ‘Profit before financing and income taxes’ . There are also new disclosure requirements for ‘management- defined performance measures’ , such as earnings before interest, taxes, depreciation and amortisation (‘EBITDA’) or ‘adjusted profit’ . The standard provides enhanced guidance on grouping of information (aggregation and disaggregation), including whether to present this information in the primary financial statements or in the notes. The consolidated entity will adopt this standard from 1 July 2027 and it is expected that there will be a change to the layout of the statement of profit or loss and other comprehensive income. 3. F inancial 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: 2026 2025 A$ A$ Financial assets Cash and cash equivalents 10,885,755 8,677,024 Trade and other receivables 45,470 384,615 Total financial assets 10,931,225 9,061,639 Financial liabilities Trade payables (1,917,427) (643,746) Lease liability – current (135,179) (62,653) Lease liability – non current (419,690) (105,040) Total financial liabilities (2,472,296) (811,439) Net financial instruments 8,458,929 8,250,198 Notes to the Consolidated Financial Statements 32 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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3. F inancial Risk Management (CONTINUED) (a) Mark et risk Foreign currency risk Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the entity’s functional currency and net investments in foreign operations. The consolidated entity has the Australian dollar (A$) as its functional currency, which is also the currency for the Group’s transactions. Some exposure to foreign exchange risk exists in respect to its Cabora Bassa project which has transactions denominated in US Dollars. The risk is measured using sensitivity analysis and cash flow forecasting. The Group’s exposure to US Dollar foreign currency risk at the reporting date, expressed in Australian Dollars, was: 2026 2025 A$ A$ Cash and cash equivalents 2,988,968 5,497,018 Trade and other payables (1,474,505) (450,653) Lease liabilities (99,873) (115,414) Total exposure to foreign currency risk 1,414,590 4,930,951 Group sensitivity to movements in foreign exchange rates is shown in the summarised sensitivity analysis table below: 30 JUNE 2026 CARRYING AMOUNT FOREIGN EXCHANGE RISK -10% 10% PROFIT EQUITY PROFIT EQUITY A$ A$ A$ A$ A$ Financial assets Cash and cash equivalents 2,988,968 (298,897) 298,897 298,897 (298,897) Financial assets Trade and other payables (1,474,505) 147,450 (147,450) (147,450) 147,450 Lease liabilities (99,873) 9,987 (9,987) (9,987) 9,987 Net exposure to foreign currency risk 1,414,590 (141,460) 141,460 141,460 (141,460) 30 JUNE 2025 CARRYING AMOUNT FOREIGN EXCHANGE RISK -10% 10% PROFIT EQUITY PROFIT EQUITY A$ A$ A$ A$ A$ Financial assets Cash and cash equivalents 5,497,018 (549,702) 549,702 549,702 (549,702) Financial liabilities Trade and other payables (450,653) 45,065 (45,065) (45,065) 45,065 Lease liabilities (115,414) 11,541 (11,541) (11,541) 11,541 Net exposure to foreign currency risk 4,930,951 (493,096) 493,096 493,096 (493,096) Foreign exchange volatility was chosen to reflect expected short-term fluctuations in the US Dollar. (b) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities, the ability to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, the management aims at maintaining flexibility in funding by keeping committed credit lines available with a variety of counterparties. Surplus funds are only invested in instruments that are tradeable in highly liquid markets. The tables below analyse the Group’s financial liabilities into relevant maturity groupings. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying amounts as the impact of discounting is not significant. 30-JUN-26 LESS THAN 6 MONTHS 6 - 12 MONTHS 1 - 2 YEARS 2 - 5 YEARS TOTAL CONTRACTUAL CASH FLOWS CARRYING AMOUNT OF LIABILITIES Trade and other payables 1,917,427 - - - 1,917,427 1,917,427 Lease liabilities 98,638 98,638 197,277 302,350 696,903 554,869 Total exposure to liquidity risk 2,016,065 98,638 197,277 302,350 2,614,330 2,472,296 33 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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FOR THE YEAR ENDED 30 JUNE 2026 3. F inancial Risk Management (CONTINUED) (b) Liquidity risk (CONTINUED) 30-JUN-25 LESS THAN 6 MONTHS 6 TO 12 MONTHS 1 TO 2 YEARS 2 TO 5 YEARS TOTAL CONTRACTUAL CASH FLOWS CARRYING AMOUNT OF LIABILITIES Trade and other payables 643,746 - - - 643,746 643,746 Total exposure to liquidity risk 643,746 - - - 643,746 643,746 Interest rate risk The Group’s exposure to interest rate risk and the effective weighted average interest rate for classes of financial assets and liabilities is set out below: WEIGHTED AVERAGE INTEREST RATE 30-JUN-26 WEIGHTED AVERAGE INTEREST RATE 30-JUN-25 Floating interest rate: Cash available at call 2.74% 10,854,495 2.76% 6,002,024 Fixed interest rate: Deposits at call 5.11% 31,260 3.06% 2,675,000 Lease liabilities 14.45% (554,869) - Total exposure to interest rate risk 10,330,886 8,677,024 The Group’s sensitivity to movement in interest rates is not significant to the group. (c) Credit risk The carrying amount of cash and cash equivalents and trade and other receivables (excluding prepayments) represent the Group’s maximum exposure to credit risk in relation to financial assets. Cash and short-term liquid investments are placed with reputable banks, so no significant credit risk is expected. None of the financial assets are either past due or impaired. (d) Fair v alue measurements The carrying values of trade receivables and payables are assumed to approximate their fair values due to their short-term nature. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments. 4. C ritical Accounting Estimates and Judgements Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates and judgements may differ from the related actual results and may have a significant effect on the carrying amount of assets and liabilities within the next financial year and on the amounts recognised in the financial statements. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. (a) Impairment of deferred e xploration and evaluation expenditure Exploration and evaluation costs are carried forward where right of tenure of the area of interest is current. These costs are carried forward in respect of an area that has not at balance date reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. The Board and Management have assessed the carrying value of the Exploration and Evaluation Expenditure and no impairment was required. Refer to the accounting policy stated in note 11 for movements in the exploration and evaluation expenditure balance. (b) Share-based pa yment transactions The group measures the cost of equity-settled transactions with Directors, employees and consultants by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using appropriate valuation techniques. Notes to the Consolidated Financial Statements 34 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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4. C ritical Accounting Estimates and Judgements (CONTINUED) (c) T ax in foreign jurisdictions The consolidated entity operates in overseas jurisdictions and accordingly is required to comply with the taxation requirements of those relevant countries. This results in the consolidated entity making estimates in relation to taxes including but not limited to income tax, goods and services tax, withholding tax and employee income tax. The consolidated entity estimates its tax liabilities based on the consolidated entity’s understanding of the tax law. Where the final outcome of these matters is different from the amounts that were initially recorded, such differences will impact profit or loss in the period in which they are settled. 5. S egment Information Description of segments The Directors have determined the Group has one reportable segment, being exploration of oil and gas in Zimbabwe. As the Group is focused on hydrocarbon exploration, the Board monitors the Group based on actual versus budgeted exploration expenditure incurred by area of interest. This internal reporting framework is the most relevant to assist the Board with making decisions regarding the Group and its ongoing exploration activities, while also taking into consideration the results of exploration work that has been performed to date. 6. Expenses 2026 2025 A$ A$ Corporate cost Employee costs 589,771 247,508 Contractor costs 566,539 - Share based payments - Employees 895,447 - Other 527,275 385,578 Total corporate costs 2,579,032 633,086 Professional fees Audit fees 68,291 73,010 Company Secretarial 60,000 60,000 Accounting fees 800 47,725 Legal fees 50,412 59,428 Corporate advisory - 29,500 Staff recruitment costs - 51,736 Investor relations 128,766 161,415 Corporate tax advice 46,952 33,758 Share-based payments expense – Consultants - shares issued in lieu of services1 250,000 - Share-based payments expense – Consultants - options issued in lieu of services2 38,216 - Total professional fees 643,437 516,572 Other Corporate costs for the foreign subsidiaries 1,445,456 1,678,086 Other 562,202 368,067 Total other expenses 2,007,658 2,046,153 1 On 30 April 2026 4,166,667 shares were issued to investor relation consultants of the Company in lieu of fees owed, valued at $250,000. 2 On 20 May 2026 2,083,333 options were issued to investor relation consultants of the Company, valued at $38,216. 35 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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FOR THE YEAR ENDED 30 JUNE 2026 7. A uditor Remuneration 2026 2025 A$ A$ Services provided by the Auditor – BDO Audit Pty Ltd Audit and review of financial statements 68,291 73,010 Total services provided by the Auditor 68,291 73,010 8. Taxation The income tax expense for the period presented comprises current and deferred tax. Income tax is recognised in the statement of profit or loss and other comprehensive income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company’s subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred tax is provided using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised, or to the extent that the Group has deferred tax liabilities with the same taxation authority. The Group is subject to income taxes in Australia and jurisdictions where it has foreign operations. Significant judgement is required in determining the provision for income taxes across the Group. There are certain transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The group estimates its tax liabilities based on the Group’s understanding of the tax law. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made. 2026 2025 A$ A$ INCOME TAX EXPENSE The components of tax expense comprise: Current income tax charge (benefit) 20,743 25,547 Adjustments in respect of previous current income tax (5,169) 8,030 Total income tax expense from continuing operation 15,574 33,577 A reconciliation of income tax expense (benefit) applicable to accounting profit before income tax at the statutory income tax rate to income tax expense at the Company’s effective income tax rate for the years ended 30 June 2026 and 30 June 2025 is as follows: Accounting profit (loss) before income tax (6,526,167) (4,933,238) Prima facie tax payable on profit from ordinary activities before income tax at 30% (2025: 30%) adjusted for: (1,957,850) (1,479,972) Non-deductible expenses 605 390,253 NANE related expenditure 741,540 - Temporary differences and losses not recognised 771,771 690,504 Share based payments expense 443,934 399,219 Adjustments in respect of previous current income tax (5,169) 8,030 Assessment of passive income 20,743 25,547 Income tax expense/(benefit) 15,574 33,577 The applicable weighted average effective tax rates are as follows: 0.80% 2.27% Notes to the Consolidated Financial Statements 36 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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8. Taxation (CONTINUED) 2026 2025 Unrecognised deferred tax assets/(liabilities) A$ A$ Deferred tax assets/(liabilities) have not been recognised in respect of the following items: Receivables 7,154 (1) Property, plant and equipment 179 - Right of use asset (120,684) (3,711) Trade and other payables 46,352 64,718 Right of use liability 136,499 15,684 Provisions 63,006 - Australian tax losses 7,457,340 6,063,163 Capital loss 57,956 57,956 Capital raising costs 908,856 1,226,814 8,556,657 7,424,623 Offset against deferred tax liabilities recognised - - Deferred tax assets not brought to account 8,556,657 7,424,623 The tax losses do not expire under current legislation. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the Company can utilise the benefits. The tax benefits of the above deferred tax assets will only be obtained if: a. T he consolidated entity derives future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised; b. T he consolidated entity continues to comply with the conditions for deductibility imposed by law; and c. No changes in income tax leg islation adversely affect the consolidated entity from utilising the benefits. 9. ( Loss) per Share Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for the bonus elements in ordinary shares issued during the year. The calculation of basic loss per share at the reporting date was based on the loss attributable to ordinary shareholders of $6, 260,825 (2025: loss of $4,654,883) and a weighted average number of ordinary shares outstanding during the current financial year of 1,633,120,543 (2025: 1,544,070,441) shares calculated as follows: 2026 2025 A$ A$ Loss for the year (6,260,825) (4,654,883) Weighted average number of ordinary shares (basic and diluted) 1,633,120,543 1,544,070,441 Basic and diluted loss per share (cents) (0.38) (0.30) Diluted gain/(loss) per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. At 30 June 2026, Company had 113,194,444 listed options, 222,348,933 unlisted options, 30,500,000 performance rights that could potentially dilute basic earnings per share in future periods. These instruments were excluded from the calculation of diluted loss per share for the year ended 30 June 2026 because their inclusion would have reduced the loss per share and therefore would have been anti- dilutive. Accordingly, diluted loss per share is equal to basic loss per share. 37 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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FOR THE YEAR ENDED 30 JUNE 2026 10. C ash and Cash Equivalents Cash and cash equivalents comprise cash balances, short-term bills and call deposits. 2026 2025 A$ A$ Cash and cash equivalents consist of: Cash on hand 10,854,495 6,002,024 Term deposits 31,260 2,675,000 Total cash and cash equivalents 10,885,755 8,677,024 11. E xploration and Evaluation Expenditure Exploration and evaluation costs are allocated separately to specific areas of interest. Each area of interest is limited to a size related to a known and probable Mineral Resource capable of supporting a mining operation. Such costs comprise net direct costs and an appropriate portion of related overhead expenditure directly related to activities in the area of interest. Exploration and evaluation costs incurred in the normal course of operations are capitalised. Exploration and evaluation costs are capitalised where they are the result of an acquisition from a third party. These capitalised costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. When a decision to proceed to development is made the exploration and evaluation costs capitalised to that area are transferred to mine development within property, plant and equipment. All costs subsequently incurred to develop a mine prior to the start of mining operations within the area of interest are capitalised. These costs include expenditure to develop new ore bodies within the area of interest, to define further mineralisation in existing areas of interest, to expand the capacity of a mine and to maintain production. The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors, including whether the Company decides to exploit the related lease itself, or, if not, whether it successfully recovers the related exploration and evaluation asset through sale. Factors that could impact future recoverability include the level of reserves and resources, future technological changes, cost of drilling and production, production rates, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices. As at 30 June 2026, the carrying value of the capitalised exploration and evaluation properties of the consolidated entity was $131,416,727 (2025: $127,942,928); the carrying amounts of individual projects are as per the reconciliation of movement in exploration and evaluation property below. Reconciliation of movement in exploration and evaluation expenditure CABORA BASSA PROJECT 2026 2025 A$ A$ Project carrying value at 1 July 127,942,928 122,097,259 Cost incurred during the year 3,917,603 5,554,675 Effect of translation to presentation currency (443,804) 290,994 Project carrying value at 30 June 131,416,727 127,942,928 The total recoverability of the carrying amounts of exploration and evaluation assets is dependent on the successful development and commercial exploitation or sale of the respective areas of interest. Notes to the Consolidated Financial Statements 38 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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12. T rade and Other Payables Trade and other payables are non-interest bearing liabilities stated at cost and settled within 30 days. 2026 2025 A$ A$ Trade creditors 1,620,303 522,849 Accrued expenses 297,123 120,897 Total trade and other payables 1,917,426 643,746 Trade and other payables are non-interest bearing liabilities stated at cost and settled within 30 days. Information about the Group’s exposure to foreign currency risk is provided in note 3. 13. Sh are Capital Ordinary shares are classified as equity and recognised at the fair value of the consideration received by the Company. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options for the acquisition of a business are not included in the cost of the acquisition as part of the purchase consideration. If the entity reacquires its own equity instruments, for example as a result of a share buy-back, those instruments are deducted from equity and the associated shares are cancelled. No gain or loss is recognised in the profit or loss and the consideration paid including any directly attributable incremental costs (net of income taxes) is recognised directly in equity. The Group’s capital is comprised of ordinary shares and options over ordinary shares of the Company. 2026 2025 A$ A$ Shares on issue 191,970,682 181,516,227 Issuance cost (16,901,790) (15,623,129) Total share capital 175,068,892 165,893,098 Reconciliation of movement in issued capital NUMBER OF SHARES A$ Balance as at 1 July 2024 1,417,895,548 148,332,526 Shares issued - placement 185,564,536 18,857,717 Shares issued - options exercised 21,690 3,037 Share issuance costs - (1,300,182) Balance as at 30 June 2025 1,603,481,774 165,893,098 Shares issued - placement 1 166,666,667 10,000,000 Shares issued - suppliers in lieu of fees owed 2 4,166,667 250,000 Shares issued - options exercised 22,280 4,456 Shares issued - performance rights exercised 3,999,997 199,999 Share issuance costs - (1,278,661) Balance as at 30 June 2026 1,778,337,385 175,068,892 1 T he Company raised $10,000,000 by issuing 166,666,667 ordinary shares and 83,333,333 free-attaching – unlisted options ( one - for- two basis) via Placement to sophisticated and institutional investors. The shares were issued on 29 April 2026. The unlisted options ar e exercisable at $0.10, by 20 May 2028. 2 On 30 Apr il 2026 4,166,667 shares were issued to investor relation consultants of the Company in lieu of fees owed, valued at $250,000. Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in the proportion to the number and amount paid on the shares held. At 30 June 2026, the Company had 335,543,377 options over ordinary shares on issue (2025: 469,148,938). 39 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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FOR THE YEAR ENDED 30 JUNE 2026 13. Sh are Capital (CONTINUED) Reconciliation of movement in options over ordinary shares NUMBER ISSUE DATE EXPIRY DATE EXERCISE PRICE (CENTS) Total options as at 30 June 2024 431,522,687 Director options 1 35,000,000 13-Nov-2024 13-Nov-2027 10.5 Placement options 2 46,391,134 31-Jan-2025 31-Jan-2027 30 Exercise of options (21,690) various 31-Jan-2025 14 Lapse of options (43,743,193) Total options as at 30 June 2025 469,148,938 Director options 1 5,075,000 17-Dec-2025 31-Aug-2028 10 Staff options 2 17,757,154 20-Aug-2025 31-Aug-2028 10 Placement options 3 83,333,333 20-May-2026 20-May-2028 10 Broker options 4 27,777,778 20-May-2026 20-May-2028 10 Consultant options 5 2,083,333 20-May-2026 20-May-2028 10 Exercise of options (22,280) various 7-Jun-2026 20 Lapse of options (269,609,879) Total options as at 30 June 2026 335,543,377 1 On 17 D ecember 2025 Scott Macmillan was awarded 5,075,000 unlisted options with an expiry date of 31 August 2028 and an exercise pr ice of $0.10. 2 On 20 A ugust 2025, 17,757,154 unlisted options were issued to the Company’s senior personnel. The options have an exercise price of $0.10 and an expir y date of 31 August 2028. 3 On 20 M ay 2026, 83,333,333 listed options were issued to investors in the $10 million placement receiving one attaching option for e very two shares allocated under the placement, which are exercisable at $0.10 and have an expiry date of 20 May 2028. 4 On 20 M ay 2026, 27,777,778 listed options were issued to the Company’s Lead Manager, which are exercisable at $0.10 and have an expir y date of 20 May 2028. 5 On 20 M ay 2026, 2,083,333 listed options were issued to investor relation consultants of the Company, which are exercisable at $0.10 and ha ve an expiry date of 20 May 2028. Options over ordinary shares carry no voting or dividend rights. Performance shares over ordinary shares During the year there were 11,999,997 performance rights issued to key management personnel and staff of the company. The performance rights will vest upon the Company achieving a 20 day volume weighted average price of $0.10 or greater during the period commencing 20 August 2025 and ending 20 August 2026 (inclusive). On 9 June 2026 3,999,997 of the performance rights issued during the year were converted into ordinary shares. There were 11,999,997 performance rights issued in the year ended 30 June 2026 (2025: nil performance rights). As at 30 June 2026, the Company has 30,500,000 performance rights over ordinary shares on issue (2025: 22,500,000). Reconciliation of movement in performance rights over ordinary shares NUMBER ISSUE DATE EXPIRY DATE Total as at 30 June 2024 46,540,000 Performance rights lapsed (24,040,000) Total as at 30 June 2025 22,500,000 Performance rights granted to staff Performance rights granted to Directors Performance rights converted 9,499,997 2,500,000 (3,999,997) 20-Aug-2025 17-Dec-2025 20-Aug-2026 20-Aug-2026 Total as at 30 June 2026 30,500,000 Capital risk management The Group’s objectives when managing capital are to safeguard their ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. Notes to the Consolidated Financial Statements 40 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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14. Reserves Share-based payments reserve The share-based payments reserve represents the value of options issued under the compensation arrangement that the consolidated entity is required to include in the consolidated financial statements. No gain or loss is recognised in the profit or loss on the purchase, sale, issue or cancellation of the consolidated entity’s own equity instruments. Translation reserve The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations where their functional currency is different to the presentation currency of the reporting entity. 2026 2025 A$ A$ Share-based payments reserve 11,229,193 9,439,864 Foreign currency translation reserve 250,240 539,129 Total reserves 11,479,433 9,978,993 Reconciliation of movement in reserves Share-based payments reserve Balance as at 1 July 9,439,864 8,588,464 Performance rights – Staff (note 19) 474,999 - Performance rights – Directors (note 19) 222,500 - Options issued – Senior management personnel (note 19) 420,448 - Options issued – Directors (note 19) 323,618 1,330,720 Options issued – Investor relations (note 19) 38,216 - Options issued – Brokers (note 19) 509,547 - Exercise of performance rights (199,999) - Expired performance rights - (479,320) Balance as at 30 June 11,229,193 9,439,864 Foreign currency translation reserve Balance as at 1 July 539,129 339,067 Effect of translation of foreign currency operation to Group presentation currency (288,889) 200,062 Balance as at 30 June 250,240 539,129 Total reserves balance as at 30 June 11,479,433 9,978,993 15. I nterests in Other Entities The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Invictus Energy Limited (“the Company” or “the parent entity”) as at 30 June 2026 and the results of all subsidiaries for the year then ended. Invictus Energy Limited and its subsidiaries together are referred to in this financial report as the Group or the consolidated entity. Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity. The acquisition method of accounting is used to account for business combinations by the Group. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent. Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss and other comprehensive income, statement of financial position and statement of changes in equity of the consolidated entity. Losses incurred by the consolidated entity are attributed to the non-controlling interest in full, even if that results in a deficit balance. 41 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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FOR THE YEAR ENDED 30 JUNE 2026 15. I nterests in Other Entities (CONTINUED) Non-controlling interests in the results and equity of subsidiaries are shown separately in the statement of comprehensive income, statement of financial position and statement of changes in equity. (a) Subsidiaries The consolidated entity’s principal subsidiaries at 30 June 2026 and 30 June 2025 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the consolidated entity, and the proportion of ownership interests held equals the voting rights held by the consolidated entity. The country of incorporation or registration is also their principal place of business. Principal activity of all subsidiaries is gas exploration and development. PLACE OF BUSINESS/ COUNTRY OF INCORPORATION OWNERSHIP INTEREST HELD BY THE CONSOLIDATED ENTITY NON-CONTROLLING INTERESTS NAME OF ENTITY 2026 2025 2026 2025 Invictus Energy Limited Australia N/A N/A N/A N/A HIS Texas LLC USA 100% 100% 0% 0% Invictus Energy Resources Pty Limited Australia 100% 100% 0% 0% Invictus Energy Mauritius Limited Mauritius 100% 100% 0% 0% Invictus Energy Resources Zimbabwe (Pvt) Ltd Zimbabwe 100% 100% 0% 0% Geo Associates (Pvt) Ltd Zimbabwe 80% 80% 20% 20% Miombo Forest Carbon Investments Pty Ltd Australia 100% 100% 0% 0% Miombo Forest Carbon Investments Mauritius Ltd Mauritius 100% 100% 0% 0% Miombo Forest Carbon Investments Zimbabwe (Pvt) Ltd Zimbabwe 100% 100% 0% 0% Ngamo-Gwayi-Sikumi Carbon Investments (Pvt) Ltd Zimbabwe 100% 100% 0% 0% b) Associates The consolidated entity’s principal associates at 30 June 2026 and 30 June 2025 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the consolidated entity, and the proportion of ownership interests held equals the voting rights held by the consolidated entity. The country of incorporation or registration is also their principal place of business. PLACE OF BUSINESS/ COUNTRY OF INCORPORATION OWNERSHIP INTEREST HELD BY THE CONSOLIDATED ENTITY NON-CONTROLLING INTERESTS NAME OF ENTITY 2026 2025 2026 2025 Stratum Resources (Private) Limited Zimbabwe 33% 33% 67% 67% Notes to the Consolidated Financial Statements 42 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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15. I nterests in Other Entities (CONTINUED) c) Non-controlling interests The following table sets out the summarised financial information for each subsidiary that has non-controlling interests. Amounts disclosed are before intercompany eliminations. GEO ASSOCIATES (PVT) L TD 2026 2025 A$ A$ Summarised statement of financial position Current assets 324,218 834,347 Current liabilities (251,922) (10,374) Current net liabilities/assets 72,296 823,973 Non-current assets 1 9,647,642 9,645,456 Non-current liabilities (16,691,223) (16,325,182) Non-current net assets / liabilities (7,043,581) (6,679,726) Net liabilities (6,971,285) (5,855,753) Accumulated NCI (281,724) 205,789 1 Represents capitalised exploration costs. Refer to note 11 for further details. Statement of Profit or Loss and Other Comprehensive Income Revenue - - Expenses 1,404,582 1,559,659 Loss for the year 1,404,582 1,559,659 Other comprehensive loss - - Total comprehensive loss 1,404,582 1,559,659 Loss allocated to NCI (280,916) (311,932) FCTR allocated to NCI (206,597) 97,364 Summarised cash flows Cash flows from/ (used in) operating activities - - Cash flows from/ (used in) investing activities - - Cash flows from/ (used in) financing activities - - Net increase/(decrease) in cash and cash equivalents - - (d) T ransactions with non-controlling interests There were no transactions with the non-controlling interests during the current year (2025: nil). 43 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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FOR THE YEAR ENDED 30 JUNE 2026 16. R econciliation of Loss After Income Tax to Net Cash Outflow Used 2026 2025 NOTES A$ A$ Loss after tax (6,541,741) (4,966,815) Add/(less) non-cash items: Share-based payments expense – Directors 19 546,118 851,400 Share-based payments expense – Staff and Senior Management 19 895,447 - Depreciation 176,040 185,009 Share-based payments expense – Consultants – shares and options issued in lieu of services 19 288,216 - Changes in working capital: (Decrease)/increase in trade and other receivables 339,145 (132,706) (Decrease)/increase in other assets 30,594 (33,995) Increase/(decrease) in trade and other payables 28,245 (478,179) (Decrease)/increase in provisions (8,194) 51,440 Net cash outflow from operating activities (4,246,130) (4,523,246) Non- cash investing and financing activities: Capital issuance costs – shares issued to consultants 19 - 278,697 Capital issuance costs – options issued to brokers 19 509,547 - 17. P arent Entity 2026 2025 A$ A$ Current assets 10,656,291 5,475,659 Non-current assets 409,844 13,407 Total assets 11,066,135 5,489,066 Current liabilities (518,241) (383,288) Non-current liabilities (380,453) - Total liabilities (898,694) (383,288) Net assets 10,167,441 5,105,778 Contributed equity 174,868,893 165,893,098 Share-based payment reserve 11,429,192 9,904,040 Foreign currency translation reserve - - Accumulated losses (176,130,644) (170,691,360) Total equity 10,167,441 5,105,778 Loss for the year 5,880,425 13,721,688 Total comprehensive loss for the year 5,880,425 13,721,688 Commitments Refer to note 21: Capital and Other Commitments. Contingencies There were no contingent assets or liabilities of the parent as at 30 June 2026 related to exploration and evaluation expenditure (30 June 2025: $nil). Notes to the Consolidated Financial Statements 44 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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17. P arent Entity (CONTINUED) Guarantees entered into by the parent entity in relation to the debts of its subsidiaries There are no deeds of cross guarantee in place by the parent entity. Determining the parent entity financial information The financial information for the parent entity has been prepared on the same basis as the consolidated financial statements, except as set out below (i) I nvestments in subsidiaries and associates entities Investments in subsidiary and associate entities are accounted for at cost, less any impairments, in the financial statements of parent entity. Dividends received from associates are recognised in the parent entity’s profit and loss which its right to receive the dividend is established. 18. R elated Party Transactions (a) Parent entities The ultimate parent entity within the Group is Invictus Energy Limited incorporated in Australia. (b) Subsidiaries Interests in subsidiaries are set out in note 15(a). (c) Other related party transactions During FY26, 5,075,000 unlisted options, valued at $323,618 and 2,500,000 Performance Rights, valued at $222,500 were issued to Mr Scott Macmillan. Refer to note 19 for terms and conditions of the options. During the current year, the Company paid $140,250 to Laurus Corporate Services Pty Ltd, an entity related to Mr Gabriel Chiappini, for the provision of non-executive director and company secretarial services (2025: $120,000). During the current year, the Company paid $137,049 to Ptarmigan Natural Resources Ltd, an entity related to Mr John Bentley, for the provision of non-executive director services (2025: $170,911). Black Dragon Gold Ltd an entity related to Mr Gabriel Chiappini, rents one office and one car bay at a cost of $1,326 plus GST from the Company per calendar month. The arrangement is for no fixed term and can be cancelled by either party by providing one month’s notice. There were no other transactions with related parties during the current year. (d) K ey management personnel The following persons were Directors and key management personnel of Invictus Energy Limited during the financial year: Non-Executive Chairman Mr J Bentley Non-Executive Deputy Chairman Mr J Mutizwa Managing Director Mr S Macmillan Non-Executive Directors Mr R Sutherland Non-Executive Director and Joint Company Secretary Mr G Chiappini Chief Financial Officer and Joint Company Secretary Ms V McLellan (from 7 January 2026) There were no other persons, other than the Directors as detailed above, that were identified as key management personnel of the Company during the current year. (e) K ey management personnel compensation The key management personnel compensation was as follows: 2026 2025 A$ A$ Short-term employee benefits 976,563 833,607 Post-employment benefits 55,348 40,250 Long-term employee benefits 46,668 - Share-based payment 546,118 946,040 Total key management personnel compensation 1,624,697 1,819,897 45 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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FOR THE YEAR ENDED 30 JUNE 2026 19. S hare Based Payments (a) Emplo yee options over ordinary shares Decisions to grant options are made by the Board and are based on aligning the long-term interests of key management personnel, employees, consultants and strategic external parties with those of the Company’s shareholders. The exercise price of options is based on the weighted average price at which the Company’s shares are traded on the Australian Securities Exchange (ASX) on or about the date of grant. Each option is convertible into one ordinary share. The fair value of an option is measured using an appropriate valuation method. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the transactions are not taken into account in determining fair value. Share options granted 2026 On 20 August 2025, 17,757,154 unlisted options, valued at $420,448 were issued to the employees. The options have an exercise price of $0.10, and an expiry date of 31 August 2028. The fair value per option is $0.024. The options were valued using the Black-Scholes European Pricing Model, with the following inputs used: • Grant date: 20 August 2025 • Expiry date: 31 August 2028 • Risk free rate: 3.38% • Stock volatility: 96% • Share price at grant date: $0.05 • Exercise price: $0.10 $420,448 has been recognised as Corporate costs, within the Consolidated Statement of Profit or Loss and Other Comprehensive Income for the current period. On 27 November 2025, 5,075,000 unlisted options, valued at $323,618 were issued to Mr Scott Macmillan. The options have an exercise price of $0.10, and an expiry date of 31 August 2028. The fair value per option is $0.064. The options were valued using the Black-Scholes European Pricing Model, with the following inputs used: • Grant date: 27 November 2025 • Expiry date: 31 August 2028 • Risk free rate: 3.84% • Stock volatility: 96% • Share price at grant date: $0.105 • Exercise price: $0.10 $323,618 has been recognised as Directors’ and executives’ fees, within the Consolidated Statement of Profit or Loss and Other Comprehensive Income for the current period. On 20 May 2026, 27,777,778 listed options, valued at $509,547 were issued to the Company’s Lead Manager. The options have an exercise price of $0.10, and an expiry date of 20 May 2028. The fair value per option is $0.018. The options were valued using the Black-Scholes European Pricing Model, with the following inputs used: • Grant date: 20 May 2026 • Expiry date: 20 May 2028 • Risk free rate: 4.71% • Stock volatility: 96% • Share price at grant date: $0.051 • Exercise price: $0.10 $509,547 has been recognised as share issuance costs, within share capital in the Consolidated Statement of Financial Position for the year ended 30 June 2026. Notes to the Consolidated Financial Statements 46 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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19. S hare Based Payments (CONTINUED) On 20 May 2026, 2,083,333 listed options, valued at $38,216 were issued to investor relation consultants of the Company. The options have an exercise price of $0.10, and an expiry date of 20 May 2028. The fair value per option is $0.018. The options were valued using the Black-Scholes European Pricing Model, with the following inputs used: • Grant date: 20 May 2026 • Expiry date: 20 May 2028 • Risk free rate: 4.71% • Stock volatility: 96% • Share price at grant date: $0.051 • Exercise price: $0.10 $38,216 has been recognised as professional fees, within the Consolidated Statement of Profit or Loss and Other Comprehensive Income for the current period 2025 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 Directors’ and executives’ fees, within the Consolidated Statement of Profit or Loss and Other Comprehensive Income for the current year. Reconciliation of movement in share options 2026 2025 AVERAGE EXERCISE PRICE PER OPTION NUMBER OF OPTIONS AVERAGE EXERCISE PRICE PER OPTION NUMBER OF OPTIONS As at 1 July $0.26 469,148,938 $0.26 431,522,687 Granted during the year $0.10 136,026,5981 $0.22 81,391,134 Exercised during the year $0.20 (22,280) $0.14 (21,690) Lapsed during the year $0.18 (269,609,879) $0.18 (43,743,193) As at 30 June $0.23 335,543,377 $0.26 469,148,938 Vested and exercisable at 30 June $0.23 335,543,377 $0.26 469,148,938 1 During the current year, there were a total of 83,333,333 listed options (‘free attaching placement options’) issued to participants in capital raises during the year, on a 1:2 basis (1 option for every 2 shares). The options have an exercise price of $0.10 and an expiry date of 20 May 2028 respectively. No amount is recognised in respect of these free attaching placement options. 47 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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FOR THE YEAR ENDED 30 JUNE 2026 19. S hare Based Payments (CONTINUED) Share options outstanding at the end of the year EXPIRY DATE EXERCISE PRICE (CENTS) NUMBER OF OPTIONS 2026 2025 30.9.2027 40 108,695,645 108,695,645 7.6.2026 20 - 256,045,203 1.2.2026 46 - 13,586,956 15.10.2026 29 9,430,000 9,430,000 31.01.2027 30 46,391,134 46,391,134 13.11.2027 10.5 35,000,000 35,000,000 20.05.2028 10 113,194,444 - 31.08.2028 10 22,832,154 - 335,543,377 469,148,938 Weighted average remaining contractual life of options outstanding at 30 June 2026 is 1.42 years (30 June 2025: 1.41 years). (b) Performance rights o ver ordinary shares Decisions to grant performance rights are made by the Board and are based on aligning the long-term interests of key management personnel, employees, consultants and strategic external parties with those of the Company’s shareholders. Each performance right converts into one ordinary share for a nil exercise price upon the completion of certain vesting conditions. The fair value of a performance right is measured using the share price at grant date. Performance rights granted 2026 On 20 August 2025, 9,499,997 Performance Rights were issued to the employees. The Performance Rights can be converted to ordinary shares upon the following milestone being achieved: • T he volume weighted average share price (VWAP) of the Company’s shares being equal to or greater than AUD$0.10 for a consecutive 20 da y trading period on the Australian Securities Exchange (ASX) ASSUMPTIONS PERFORMANCE RIGHTS Valuation Method Hybrid Up-and-In Trinomial Model Spot Price $0.05 Exercise Price Nil Grant Date 20 August 2025 Start of performance period 20 August 2025 End of performance period 20 August 2026 Performance period 1.00 Expiry Date 20 August 2026 Remaining life of the Rights (years) 1.00 VWAP barrier $0.100 Risk free rate 3.33% Dividend yield Nil Volatility 110% Valuation per right $0.05 $474,999 has been recognised as corporate costs, within the Consolidated Statement of Profit or Loss and Other Comprehensive Income for the current year. On 27 November 2025, 2,500,000 Performance Rights were issued to Mr Scott Macmillan. The Performance Rights can be converted to ordinary shares upon the following milestone being achieved: • T he volume weighted average share price (VWAP) of the Company’s shares being equal to or greater than AUD$0.10 for a consecutive 20 da y trading period on the Australian Securities Exchange (ASX) Notes to the Consolidated Financial Statements 48 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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19. S hare Based Payments (CONTINUED) Set out below are the assumptions used in assessing the indicative fair value of the Performance Rights: ASSUMPTIONS PERFORMANCE RIGHTS Valuation Method Hybrid Up-and-In Trinomial Model Spot Price $0.105 Exercise Price Nil Grant Date 27 November 2025 Start of performance period 20 August 2025 End of performance period 20 August 2026 Performance period 1.00 Expiry Date 20 August 2026 Remaining life of the Rights (years) 0.73 VWAP barrier $0.100 Adjusted VWAP barrier $0.144 Risk free rate 3.78% Dividend yield Nil Volatility 110% Valuation per right $0.089 $222,500 has been recognised as Directors’ and executives’ fees, within the Consolidated Statement of Profit or Loss and Other Comprehensive Income for the current period. 2025 No performance rights were granted in the financial year ended 30 June 2025. Reconciliation of movement in performance rights 2026 2025 NUMBER NUMBER As at 1 July 22,500,000 46,540,000 Granted during the year 11,999,997 - Exercised during the year (3,999,997) - Expired during the year - (24,040,000) As at 30 June 30,500,000 22,500,000 Decisions to grant performance rights are made by the Board and are based on aligning the long-term interests of key management personnel, employees, consultants and strategic external parties with those of the Company’s shareholders. Each performance right converts into one ordinary share for a nil exercise price upon certain milestones being met. The fair value of a performance right is measured using the share price at the grant date. (c) Shares issued 2026 On 30 April 2026 the company settled $250,000 amounts due to a supplier related to investor relations by issuing 4,166,667 ordinary shares. The fair value of the shares recognised is by direct reference to the fair value of the services received. 2025 On 31 December 2024 the company settled $278,697 amounts due to suppliers related to the Zimbabwe strategic capital raise by issuing 2,711,298 ordinary shares. The fair value of the shares recognised is by direct reference to the fair value of the services received. 49 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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FOR THE YEAR ENDED 30 JUNE 2026 19. S hare Based Payments (CONTINUED) (d) Expenses arising from share-based pa yment transactions 2026 2025 A$ A$ Directors’ and executives’ fees – performance rights issued to Directors 222,500 - Directors’ and executives’ fees – options issued to Directors 323,618 851,400 Directors’ and executives’ fees – performance rights issued to senior management personnel and staff 474,999 - Directors’ and executives’ fees – options issued to senior management personnel 420,448 - Professional fees – shares issued to consultants 250,000 - Professional fees – options issued to consultants 38,216 - Total share-based payments expense recognised in income statement 1,729,781 851,400 Capital issuance costs: Professional fees – shares issued to consultants - 278,697 Professional fees – options issued to consultants 509,547 - Total share based payments 2,239,328 1,130,097 20. E vents Occurring After Reporting Date On 5 August 2026 the Company signed a Deed of Variation with Exalo Drilling S.A. for Exalo Rig 202 to drill the Musuma-1 exploration well at the Cabora Bassa Project. On 7 August 2026, 8,000,000 Performance rights were converted to 8,000,000 ordinary shares which included 2,500,000 related to Mr Scott Macmillan and 1,500,000 related to Mrs Victoria McLellan. On 11 September 2026 the Company announced that it had awarded the key drilling and well services contract to SLB (formerly Schlumberger) for the high-impact Musuma-1 exploration well. 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. 21. C apital and Other Commitments Renewal application Geo Associates (Pvt) Ltd is the holder of Special Grant 4571 (SG4571), EPO 1848 and EPO 1849 and is required to pay a renewal fee of US$54,000 during the 30 June 2026 financial year. Exploration and evaluation commitments Exploration and evaluation expenditure contractually committed to as at 30 June 2026 is as follows: 30-JUN-26 30-JUN-25 A$ A$ Not later than 1 year 4,245,596 8,994,434 Later than 1 year but not later than 2 years - - Later than 2 years but not later than 5 years - - 4,245,596 8,994,434 22. Contingencies There were no contingent liabilities as at 30 June 2026 (30 June 2025: nil). Notes to the Consolidated Financial Statements 50 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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Consolidated Entity Disclosure Statement NAME OF ENTITY TYPE OF ENTITY TRUSTEE, PARTNER OR PARTICIPANT IN JOINT VENTURE COUNTRY OF INCORPORATION % OF SHARE CAPITAL AUSTRALIAN RESIDENT FOREIGN TAX JURISDICTION(S) IN WHICH THE ENTITY IS A RESIDENT FOR TAX PURPOSES (ACCORDING TO THE LAW OF THE FOREIGN JURISDICTION) Invictus Energy Limited Body Corporate n/a Australia n/a Yes n/a Invictus Energy Resources Pty Limited Body Corporate n/a Australia 100% Yes n/a Miombo Forest Carbon Investments Pty Ltd Body Corporate n/a Australia 100% Yes n/a Invictus Energy Mauritius Limited Body Corporate n/a Mauritius 100% No Mauritius Miombo Forest Carbon Investments Mauritius Ltd Body Corporate n/a Mauritius 100% No Mauritius Invictus Energy Resources Zimbabwe (Pvt) Ltd Body Corporate n/a Zimbabwe 100% No Zimbabwe Geo Associates (Pvt) Ltd Body Corporate n/a Zimbabwe 80% No Zimbabwe Miombo Forest Carbon Investments Zimbabwe (Pvt) Ltd Body Corporate n/a Zimbabwe 100% No Zimbabwe Ngamo-Gwayi-Sikumi Carbon Investments (Pvt) Ltd Body Corporate n/a Zimbabwe 100% No Zimbabwe HIS Texas LLC Body Corporate n/a USA 100% No USA 51 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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FOR THE YEAR ENDED 30 JUNE 2026 Director’s Declaration In the Directors’ opinion: a) the accompan ying financial statements set out on pages 26 to 50 and the Remuneration Report in the Directors’ Report are in accordance with the Corporations Act 2001, including: i. g iving a true and fair view of the Group’s financial position as at 30 June 2026 and of its performance, as represented by the results of its operations, changes in equity and cash flows, for the year ended on that date; and ii. complying with A ustralian Accounting Standards, Corporations Regulations 2001 and other mandatory professional reporting requirements; b) T he Consolidated Entity Disclosure Statement as at 30 June 2026 set out on page 51 is true and correct. c) ther e are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. d) the financial stat ements and notes thereto are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board. This declaration is made after receiving the declarations required to be made to the Directors in accordance with section 295A of the Corporations Act 2001 for the year ended 30 June 2026. This declaration is made in accordance with a resolution of the Board of Directors. Scott Macmillan MANAGING DIRECTOR 25 September 2026 52 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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Independent Audit Report Level 9, Mia Yellagonga Tower 2 5 Spring Street Perth, WA 6000 PO Box 700 West Perth WA 6872 Australia Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all 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. INDEPENDENT AUDITOR'S REPORT To the members of Invictus Energy Limited Report on the Audit of the Financial Report Opinion We have audited the financial report of Invictus Energy Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2026, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial report, including material accounting policy information, the consolidated entity disclosure statement and the directors’ declaration. In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001, including: i) Giving a true and fair view of the Group’s financial position as at 30 June 2026 and of its financial performance for the year ended on that date; and ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to audits of the financial report of public interest entities in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material uncertainty related to going concern We draw attention to Note 1A(ii) in the financial report which describes the events and/or conditions which give rise to the existence of a material uncertainty that may cast significant doubt about the group’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. Our opinion is not modified in respect of this matter. Level 9, Mia Yellagonga Tower 2 5 Spring Street Perth, WA 6000 PO Box 700 West Perth WA 6872 Australia Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all 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. INDEPENDENT AUDITOR'S REPORT To the members of Invictus Energy Limited Report on the Audit of the Financial Report Opinion We have audited the financial report of Invictus Energy Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2026, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial report, including material accounting policy information, the consolidated entity disclosure statement and the directors’ declaration. In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001, including: i) Giving a true and fair view of the Group’s financial position as at 30 June 2026 and of its financial performance for the year ended on that date; and ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to audits of the financial report of public interest entities in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material uncertainty related to going concern We draw attention to Note 1A(ii) in the financial report which describes the events and/or conditions which give rise to the existence of a material uncertainty that may cast significant doubt about the group’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. Our opinion is not modified in respect of this matter. 53 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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FOR THE YEAR ENDED 30 JUNE 2026 Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material uncertainty related to going concern section, we have determined the matters described below to be the key audit matters to be communicated in our report. Carrying Value of Exploration and Evaluation Assets Key audit matter How the matter was addressed in our audit At 30 June 2026 the carrying value of exploration and evaluation assets was disclosed in Note 11 of the financial report. As the carrying value of the exploration and evaluation asset represents a significant asset of the Group, we considered it necessary to assess whether any facts or circumstances exist to suggest that the carrying amount of this asset may exceed its recoverable amount. Judgement is applied in determining the treatment of exploration expenditure in accordance with Australian Accounting Standard AASB 6 Exploration for and Evaluation of Mineral Resources. In particular: Whether the conditions for capitalisation are satisfied; Which elements of exploration and evaluation expenditures qualify for recognition; and Whether facts and circumstances indicate that the exploration and expenditure asset should be tested for impairment. As a result, this is considered a key audit matter. Our procedures included, but were not limited to the following: Obtaining a schedule of tenements held by the Group and assessing whether the rights to tenure remained current at balance date; Considering the status of the ongoing exploration programmes by holding discussions with management, and reviewing the Group’s exploration budgets, ASX announcements and director’s minutes; Considering whether exploration assets had reached a stage where a reasonable assessment of economically recoverable reserves existed; Considering whether there are any other facts or circumstances existing to suggest impairment testing was required; and Assessing the adequacy of the related disclosure in Note 11 of the financial report. Independent Audit Report 54 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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Independent Audit Report Other information The directors are responsible for the other information. The other information comprises the information in the Group’s annual report for the year ended 30 June 2026, but does not include the financial report and the auditor’s report thereon. Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the Financial Report The directors of the Company are responsible for the preparation of: a) the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and b) the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001, and for such internal control as the directors determine is necessary to enable the preparation of: i) the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and ii) the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s responsibilities for the audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. 55 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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FOR THE YEAR ENDED 30 JUNE 2026 Independent Audit Report A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at: https://www.auasb.gov.au/media/bwvjcgre/ar1_2024.pdf This description forms part of our auditor’s report. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 11 to 17 of the directors’ report for the year ended 30 June 2026. In our opinion, the Remuneration Report of Invictus Energy Limited, for the year ended 30 June 2026, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. BDO Audit Pty Ltd Dave Andrews Director Perth, 25 September 2026 56 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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Other Additional ASX Information Top 20 Ordinary Shareholders as at 14 September 2026 RANK NAME # OF SHARES % 1 MANGWANA NOMINEES (PVT) LTD (VFEX) 184,792,683 10.34% 2 CITICORP NOMINEES PTY LIMITED 93,037,937 5.21% 3 USA CONTROL ACCOUNT (OTC Stock Exchange) 78,933,551 4.42% 4 BAYETHE INVESTMENTS PTY LTD 73,875,133 4.14% 5 BNP PARIBAS NOMINEES PTY LTD 52,177,072 2.92% 6 BNP PARIBAS NOMS PTY LTD 34,527,003 1.93% 7 BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM 32,505,952 1.82% 8 MANGWANA NOMINEES (PRIVATE) LIMITED 18,002,043 1.01% 9 MR LINCOLN ARTHUR HERTWECK 15,000,000 0.84% 10 FINCLEAR SERVICES PTY LTD 12,229,643 0.68% 11 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 9,844,658 0.55% 12 MR GORDON JOSEPH PEARN + MRS JOELLE MARIE PEARN 9,085,169 0.51% 13 MR GABRIEL CHIAPPINI & MRS ROSA CHIAPPINI 8,890,507 0.50% 14 MR MATTHEW JAMES AVERY 8,612,376 0.48% 15 SANLAM PRIVATE WEALTH PTY LTD 8,559,738 0.48% 16 MR ROBERT HASTINGS SMYTHE 8,000,000 0.45% 17 JAERICA PTY LTD 7,513,047 0.42% 18 MR HENRY VECCHIO 7,020,450 0.39% 19 MR GORDON JOSEPH PEARN 6,875,000 0.38% 20 MR MUHAMMAD OSAMAH NASEEM 6,797,884 0.38% 676,279,846 37.85% Substantial Shareholders as at 14 September 2026 None Range of shares as at 14 September 2026 RANGE SECURITIES % NO. OF HOLDERS 100,001 and Over 1,632,389,847 91.38% 1,721 10,001 to 100,000 140,226,509 7.85% 3,555 5,001 to 10,000 9,489,067 0.53% 1,205 1,001 to 5,000 4,205,579 0.24% 1,244 1 to 1,000 26,383 0.00% 156 Total 1,786,337,385 100% 7,881 Unmarketable Parcels 8,155,768 0.46% 2,012 57 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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FOR THE YEAR ENDED 30 JUNE 2026 Other Additional ASX Information Top 20 Listed Option holders as at 14 September 2026 RANK NAME # OF OPTIONS % 1 HOPE STREET EQUITIES PTY LTD 15,347,223 13.56% 2 CITICORP NOMINEES PTY LIMITED 14,377,758 12.70% 3 UBS NOMINEES PTY LTD 12,848,801 11.35% 4 VIDOG CAPITAL PTY LTD 5,694,444 5.03% 5 MR SHAE DYLAN OWEN 5,000,000 4.42% 6 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED – A/C 2 4,791,667 4.23% 7 MR HONG BUU TRUONG + MS ZHEN LIANG 4,671,967 4.13% 8 MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED 4,314,440 3.81% 9 MR DONATO IACOVANTUONO + MS EDDY NATIVIDAD KONJA CASTRO 2,336,162 2.06% 10 MRS MARIE-MICHELE KYRIAKOPOULOS + MR JOHN KYRIAKOPOULOS 2,290,000 2.02% 11 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 2,100,000 1.86% 12 S3 CONSORTIUM PTY LTD 2,083,333 1.84% 13 AXSIM FUNDS MANAGEMENT PTY LTD 2,025,550 1.79% 14 PIGEQUITY PTY LTD 1,666,667 1.47% 15 S3 CONSORTIUM HOLDINGS PTY LTD 1,650,000 1.46% 16 MR ALEXANDER NICHOLAS ANDERSON 1,501,740 1.33% 17 HENDRIE SUPER FUND PTY LTD 1,500,000 1.33% 18 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 1,458,333 1.29% 19 KENDALI PTY LTD 1,354,167 1.20% 20 MR DONATO IACOVANTUONO 1,304,766 1.15% 88,317,018 78.03% Substantial Option holders as at 14 September 2026 None Range of listed Options as at 14 September 2026 RANGE SECURITIES % NO. OF HOLDERS 100,001 and Over 110,600,623 97.71% 77 10,001 to 100,000 2,593,819 2.29% 46 5,001 to 10,000 0 0.00% 0 1,001 to 5,000 0 0.00% 0 1 to 1,000 2 0.00% 2 Total 113,194,444 100.00% 125 Tenement Schedule TENEMENT REFERENCE AND LOCATION NATURE OF INTEREST INTEREST AT BEGINNING OF PERIOD INTEREST AT END OF PERIOD SG 4571 – Cabora Bassa Gas Condensate Project, Zimbabwe via 80% equity ownership interest in Geo Associates (Pvt) Ltd 80% 80% EPO 1848 – Cabora Bassa Gas Condensate Project, Zimbabwe via 80% equity ownership interest in Geo Associates (Pvt) Ltd 80% 80% EPO 1849 – Cabora Bassa Gas Condensate Project, Zimbabwe via 80% equity ownership interest in Geo Associates (Pvt) Ltd 80% 80% 58 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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Notes 59 INVICTUS ENERGY LIMITED 2026 ANNUAL REPORT
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FOR THE YEAR ENDED 30 JUNE 2026 www.invictusenergy.com