Invictus Energy Terminates Subscription Agreement with Al Mansour Holdings

Invictus Energy Ltd has announced the termination of its Subscription Agreement with Al Mansour Holdings (AMH), bringing to an end discussions relating to the previously disclosed strategic investment and joint venture arrangements between the two parties.

As previously announced on 27 August 2025, Invictus and AMH entered into a Subscription Agreement under which AMH agreed to acquire a 19.9% equity stake in Invictus for a total investment of A$37.8 million (before costs). Concurrently, the parties established a joint venture company, Al Mansour Oil & Gas (AMOG), intended to operate as an upstream oil and gas platform focused on acquiring producing and near-term development assets across selected African jurisdictions.

In addition, AMH had indicated its intention to provide Invictus with up to US$500 million in conditional future funding to support the development of the Cabora Bassa Project to commercial production. This proposed funding was subject to the execution of separate binding agreements, regulatory approvals, and project development milestones.

Subsequent to the initial announcement, Invictus disclosed on 24 September and 29 September 2025 that the settlement date of the Subscription Agreement had been deferred to on or before 1 December 2025. The deferral was agreed to allow alignment with AMH’s evolving strategic priorities and to enable both parties to finalise the AMOG Master Joint Venture Alliance and Shareholders’ Agreement.

On 26 November 2025, Invictus further advised the market that, alongside finalising the AMOG partnership framework, the parties were exploring a revised transaction structure that could potentially allow AMH and associated Qatari parties to obtain up to a 50% shareholding in Invictus. Any such transaction would have required shareholder approval at an Extraordinary General Meeting. In the absence of certainty that binding terms could be agreed, the parties agreed to further defer settlement of the Subscription Agreement to on or before 27 January 2026.

Following extensive discussions, Invictus has advised that the parties were unable to reach agreement on acceptable terms for the Revised Transaction. The Company stated that certain terms sought by AMH were unacceptable, non-commercial, and inconsistent with applicable ASX Listing Rules and ASIC regulatory requirements.

Invictus said it has also determined that AMH did not intend to fulfil its contractual obligations under the Subscription Agreement. As a result, the Company has accepted what it considers to be AMH’s repudiation of the agreement and has terminated the Subscription Agreement with immediate effect. All discussions with AMH have ceased, and no further negotiations or transactions are being pursued between the parties.

While the Board expressed disappointment that the proposed strategic investment could not be concluded, it emphasised that the decision to terminate the agreement was taken in the best interests of Invictus and its shareholders. The Board noted that the termination protects the Company’s assets, governance framework, and regulatory compliance obligations, while preserving shareholder value.

Invictus concludes it remains focused on advancing its core asset portfolio in the Cabora Bassa Basin and continues to engage actively with alternative strategic investors, funding counterparties, and potential industry partners. The Board indicated it is encouraged by the level of interest received and believes the Company is well positioned to secure value-accretive partnerships that support its forward work programme and long-term growth strategy.