FORTIFAI LTD — Proxy Solicitation & Information Statement 2023

Nov 19, 2023

ASX Announcement 20 November 2023

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ASX CODE: MKL
CAPITAL STRUCTURE
Share Price (17/11/23) $0.02
Shares on Issue (m) 475.9m
Market Cap $9.5m
MAJOR SHAREHOLDERS
Gamestar Studios 28.1%
Phil Mayes 11.1%
Phoenix Portfolios 12.21%
BOARD & MANAGEMENT
Michelle Guthrie
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
P: PO Box 3106
Rundle Mall SA 5000
Australia
ACN: 627 145 260
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Shareholder Letter

Mighty Kingdom Limited (ASX:MKL) today releases a shareholder letter being emailed and posted to Mighty Kingdom Limited shareholders.

The shareholder letter is attached to this announcement.

This release has been approved by the Board of Mighty Kingdom Limited.

For further information, please contact

Simon Rabbitt

Duncan Gordon

Interim Chief Executive Officer Investor Relations Mighty Kingdom Limited T: +61 404 006 444 T: +61 8 7200 3252 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 include the popular Shopkins, LEGO Friends: Heartlake Rush, Gabby’s Dollhouse, Wild Life and Ava’s Manor. 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 team of experienced 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.

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Mighty Kingdom Limited (ASX: MKL)

Level 4 121 King William Street Adelaide SA 5000 (08) 7200 3252 hello@mightykingdom.com

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20[th] November 2023

Dear Valued Shareholders,

The Board of Mighty Kingdom Limited (“MKL” or the “Company”) wishes to provide some further updates to keep you informed on the progress and changes that the Company is undertaking.

As announced to the market in October of this year, MKL is embarking on a Strategic Review process with the aim to drive profitable growth of the Company with an immediate increase in shareholder value.

Since listing, MKL has had an aggressive growth plan and made several investment decisions to accelerate revenue. However, once it became clear that the strategy was no longer financially viable due to a range of factors, the Company implemented measures to contain costs and stabilise the business for the next growth phase.

This strategy was what led MKL to enter into strategic agreements with Gamestar, including a share issue in which Gamestar would become a significant shareholder. However, this relationship did not deliver either the industry expertise or the total payment agreed for those shares. The Board share your disappointment at this outcome.

Over the last 12 months, MKL has undertaken significant change with a focus to improve the underlying financial performance and efficiency. To date, the management team has delivered on this objective. The result has seen the Company stabilise and is now able to enter the next phase of growth.

Our recently announced Strategic Review process is the opportunity to build on the work successfully completed in the last 12 months. Capitalising on the core competencies of the existing management and creative teams, MKL is seeking quality strategic partner(s) who bring growth opportunities, sector experience, and recognise the potential to further strengthen the Company’s position.

The Board and management team of MKL will always ensure they are acting in the best interests of all shareholders. All outcomes of the Strategic Review that would result in changes to strategic direction, capital and cost management and Board and management structures will be tabled and considered.

The Board of MKL is committed to change at every level of this business to add value for all shareholders . Our role is to facilitate this strategic review, make responsible decisions and deliver the best opportunity available in the market for shareholders to consider. Nothing is off the table.

It is the intention of your Company’s Board to deliver a proposal for consideration before the end of CY2023 with our responsibility being to drive the best possible outcomes for all shareholders.

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In addition, we will continue to progress actions around Gamestar’s unpaid capital contribution. Be assured, your Board will be relentless in bringing this to account to ensure your returns will benefit from those shares issued to Gamestar that remain unpaid to this day.

In addition, the Board refers to recent shareholder communications and social media statements from, or attributed to, MKL's former CEO and Gamestar CEO and director, Shane Yeend.

The Company unequivocally rejects the characterisations and assertions made in Mr Yeend’s communications. Shareholders should not rely on Mr Yeend’s comments and to do so would be to act on misinformation.

The facts are:

• Gamestar and Shane Yeend continue to owe the Company $2.4 million for unpaid shares and game development work.

• Gamestar has only paid for around 50% of its issued shares.

• Gamestar has failed to meet its obligations resulting in termination of the Share Subscription Agreement.

• MKL has received no legal claims from Mr Yeend or Gamestar.

• Mr Yeend has not articulated any strategic direction for MKL.

• Gamestar intends to use its voting rights on unpaid shares at the AGM.

We are deeply disappointed that Mr Yeend continues to make negative public statements about the Company. These statements are damaging to the Company's reputation and, in the Board’s view, seeks to harm our ability to attract new investors and is detrimental to all shareholders.

As an ASX listed company, we are obligated to deal only in facts. We have done this through our continuous disclosure statements. Whilst the Company has experienced challenging times, we are confident that with the management team in place, the demonstrated improvement in financial performance and the Strategic Review process, we are in a good position to continue to be a major player in the games industry.

We will always act in the best interests of all shareholders . We are committed to creating value for all shareholders and delivering on our long-term strategy.

Should you have any inquiries, please call 1800 426 488 for our Shareholder Information Line.

YOUR VOTE IN FAVOUR OF ALL RESOLUTIONS WILL ALLOW THE COMPANY TO RETAIN CONSISTENCY AND ACCOUNTABILITY AS IT ADVANCES ITS STRATEGIC REVIEW PROCESS.

Thank you for your continued support.

Sincerely, The Board of Directors Mighty Kingdom Limited

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SCAN HERE TO VOTE YOU’RE YOUR CONTROL NUMBER If you have a SRN: 133424 If you have a HIN: 183424

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