FORTIFAI LTD — AGM Information 2023

Nov 28, 2023

ASX Announcement 29 November 2023

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ASX CODE: MKL
CAPITAL STRUCTURE
Share Price (27/11/23) $0.018
Shares on Issue (m) 475.9m
Market Cap $8.5m
MAJOR SHAREHOLDERS
Gamestar Studios 13.7%
Imagination Ent. 14.3%
Phil Mayes 11.12%
Phoenix Portfolios 12.21%
BOARD & MANAGEMENT
Michelle Gutherie
Chair
Ian Hogg
Non-Executive Director
David Butorac
Non-Executive Director
Simon Rabbitt
Interim Chief Executive Officer
Kaitlin Smith
Company Secretary
CONTACT
T : +61 8 7200 3252
E : hello@mightykingdom.com
W : www.mightykingdom.com
A : Lv4, 121 King William St
Adelaide SA 5000
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P: PO Box 3106
Rundle Mall SA 5000
Australia
ACN: 627 145 260
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Chair’s Address to Shareholders

29 November 2023

Dear Shareholders

On behalf of your Board of Directors, I would like to share with you the performance of our business during the past year and provide some commentary on the way forward for shareholders.

I want to make it clear that I joined the Company before its IPO because I had a strong belief in its team, its creative storytelling ability, and its potential in the growing global games market. It’s certainly been a challenging period and I absolutely take responsibility for the past unsustainable cash burn of the business. We had an aggressive growth plan and made several investment decisions in an attempt to accelerate revenue.

As I highlighted in last year’s AGM, from August 2022, the Company commenced a restructure of the entire business with a focus on sustainability. This process also led to a strategic investment from cornerstone investor Shane Yeend via Gamestar+ and the appointment of three new Non-Executive Directors to support and drive new opportunities and change management.

It was anticipated that Mighty Kingdom had a much stronger and more sustainable future with a strategic investment from a company that could deliver new contracts directly with owners of intellectual property.

However, this relationship with Gamestar+ did not deliver either the industry expertise or the total payment agreed for those shares. Once it became apparent that Gamestar+ did not have the available funds to settle, a position confirmed by Mr Yeend to multiple parties, we had no choice but to terminate the share subscription agreement. The Board shares your disappointment at this outcome. I am confident that we did all we could to finalise the Gamestar+ investment. The Company is committed to pursue Gamestar+’s unpaid capital contributions on your behalf.

• Over the last 12 months, in spite of the failure of Gamestar+ to complete the transaction, our key operations have seen a huge turnaround in fortunes. Your Interim CEO, Simon Rabbitt and the leadership team, have delivered a comprehensive restructuring process. This has turned our financial performance around from a $6.9m loss in the first half to a $1.7m loss in the second half of the year with further improvements anticipated.

Your management team delivered these huge improvements in a far tighter capital environment than anticipated, with our developer team focused on prioritising revenue generating projects and I wish to thank them and the entire Mighty Kingdom team for such a great result in the circumstances.

Mighty Kingdom Ltd (ASX:MKL)

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The need for a strategic partner, remains however and to this end we have commenced a strategic review of the business. Should Gamestar+ or Mr Yeend put another proposal on the table, your Board is obligated to consider that as part of its strategic review

We do note though that, contrary to assertions made by Mr Yeend in his CEO update to Gamestar+ shareholders last week, Mighty Kingdom is not in any discussions with Gamestar+ regarding a merger or change of control transaction nor has it ever been in the past.

The Board is working diligently to finalise a recommended outcome from the strategic review, with a view to ensuring shareholders will have the opportunity to vote on whether they prefer this path or any other propositions brought to the table. As your Board, we will deal only in facts, not vague promises.

At the Board level, we have said goodbye to non-executive directors Gabriele Famous, Megan Brownlow and Melanie Fletcher. We thank them for their significant contributions to the Company and we wish them well in their future.

If I am supported by shareholders to continue as a Director at this AGM, I will step down as Chair and a Director of the Company once the strategic review delivers an outcome acceptable to shareholders. In any event, I commit to resigning by the end of March 2024 at the latest.

It has been an incredibly challenging few years and I thank you all for your patience and support over this period. I look forward to seeing Mighty Kingdom continue its journey to become the global games industry success story that led me to join the team.

Michelle Guthrie

Chair

This announcement has been authorised for release by the Board of Mighty Kingdom Limited.

For further information, please contact:

Simon Rabbitt Duncan Gordon Interim Chief Executive Officer Executive Director Mighty Kingdom Limited Cerberus Advisory T: +61 8 7200 3252 T: +61 404 006 444 E: hello@mightykingdom.com

ABOUT MIGHTY KINGDOM LIMITED

Since its formation in 2010, Mighty Kingdom has released over 50 games that have been downloaded more than 50 million times. These games have included collaborations with well known brands such as Shopkins, LEGO, Gabby’s Dollhouse, Peter Rabbit and more. Mighty Kingdom is one of the largest independent game developers in Australia, working with top tier entertainment and gaming companies including Disney, LEGO, Sony, Funcom, Rogue, and Snapchat. A diverse team of talented developers with significant experience across mobile and console platforms supports its clients to develop high-quality, successful games whilst driving Mighty Kingdom’s internal IP development.

Mighty Kingdom Ltd (ASX:MKL)

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