FORTIFAI LTD — Capital/Financing Update 2021

Dec 14, 2021

Proposed issue of securities

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Announcement Summary

Entity name

MIGHTY KINGDOM LIMITED

Announcement Type

New announcement

Date of this announcement

15/12/2021

The Proposed issue is:

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An offer of securities under a securities purchase plan A placement or other type of issue

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
MKL	ORDINARY FULLY PAID	6,896,551

+Record date

14/12/2021

Offer closing date

18/1/2022

+Issue date

25/1/2022

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
MKL	ORDINARY FULLY PAID	27,924,787

Proposed +issue date 23/12/2021

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

MIGHTY KINGDOM LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

39627145260

1.3 ASX issuer code

MKL

1.4 The announcement is

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New announcement

1.5 Date of this announcement

15/12/2021

1.6 The Proposed issue is:

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An offer of +securities under a +securities purchase plan A placement or other type of issue

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Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan issue can proceed on an unconditional basis? No

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Part 4B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description MKL : ORDINARY FULLY PAID Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description MKL : ORDINARY FULLY PAID Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 6,896,551 Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? Yes Describe the maximum subscription condition Capped at $1,000,000 Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes Is the minimum acceptance unit based or dollar based? Dollar based ($) Please enter the minimum acceptance value $ 1,000 Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? Yes Is the maximum acceptance unit based or dollar based? Dollar based ($)

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Please enter the maximum acceptance value

$ 30,000

Describe all the applicable parcels available for this offer in number of securities or dollar value

• ¿ 206,896 Shares at a total application price of $30,000;

¿ 172,413 Shares at a total application price of $25,000

¿ 137,931 Shares at a total application price of $20,000; ¿ 103,448 Shares at a total application price of $15,000; ¿ 68,965 Shares at a total application price of $10,000; ¿ 34,482 Shares at a total application price of $5,000; ¿ 13,793 Shares at a total application price of $2,000, ¿ 6,896 Shares at a total application price of $1,000.

Offer price details

Has the offer price been determined?

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Yes

In what currency will the offer What is the offer price per be made? +security? AUD - Australian Dollar AUD 0.14500

Oversubscription & Scale back details

Will a scale back be applied if the offer is over-subscribed?

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Yes

Describe the scale back arrangements

MKL may in its absolute discretion allocate less than the number of Shares applied for (Scale back). If there is a Scale back, MKL may in its absolute discretion determine to apply the Scale back to the extent and in the manner that it sees fit. In the event of a Scale back, the difference between the application monies received, and the number of new Shares allocated will be multiplied by the Issue Price and refunded to the applicant.

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

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Yes

Part 4C - Timetable

4C.1 Date of announcement of +security purchase plan

15/12/2021

4C.2 +Record date

14/12/2021

4C.3 Date on which offer documents will be made available to investors

23/12/2021

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4C.4 Offer open date 23/12/2021

4C.5 Offer closing date 18/1/2022 4C.7 +Issue date and last day for entity to announce results of +security purchase plan offer 25/1/2022

Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Yes

Part 4E - Fees and expenses 4E.1 Will there be a lead manager or broker to the proposed offer? Yes

4E.1a Who is the lead manager/broker?

Fosters Stockbroking Pty Limited

4E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 6% Total Fee 4E.2 Is the proposed offer to be underwritten? No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

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Part 4F - Further Information

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4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Development of Original IP, increase capacity for Work For Hire and Co-development projects and working capital.

4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer Only offered to Australian and New Zealand shareholders

4F.3 URL on the entity's website where investors can download information about the proposed offer https://www.mightykingdom.com/

4F.4 Any other information the entity wishes to provide about the proposed offer

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 16/2/2022 Estimated No

Comments

Tranche 1 Placement under Company's 15% capacity - 22,752,373 shares Tranche 2 Placement subject to shareholder approval - 5,172,414 shares

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

MKL : ORDINARY FULLY PAID

Number of +securities proposed to be issued

22,752,373

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash

What is the issue price per

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consideration being paid? AUD - Australian Dollar

+security? AUD 0.14500

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

MKL : ORDINARY FULLY PAID

Number of +securities proposed to be issued

5,172,414

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.14500

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Part 7C - Timetable

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7C.1 Proposed +issue date

23/12/2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

22,752,373

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Fosters Stockbroking Pty Limited

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

6% total fee 7E.2 Is the proposed issue to be underwritten? No

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7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Development of Original IP, increase capacity for Work For Hire and Co-development projects and working capital.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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