FORTIFAI LTD — Proxy Solicitation & Information Statement 2024

Jul 16, 2024

This document is important and requires your immediate attention.

Mighty Kingdom Ltd ACN 627 145 260

Notice of Extraordinary General Meeting and Explanatory Statement

The Extraordinary General Meeting of Mighty Kingdom Ltd will be held at HLB Mann Judd, 169 Fullarton Road, Dulwich SA 5065 at 4:00pm (Adelaide time) on Friday 16 August 2024.

Contents

• A. Notice of Extraordinary General Meeting

• B. Explanatory Statement

• C. Proxy form

Important note

This booklet sets out information to assist Shareholders to assess the resolutions to be considered at the Extraordinary General Meeting.

You should read this information carefully and in its entirety before making a decision as to how to vote at the Extraordinary General Meeting ( Meeting ). No responsibility is taken for the contents of this booklet by ASIC, ASX or any of their officers.

If you do not fully understand the contents of this information you should consult your financial or legal adviser for assistance.

A Notice of Extraordinary General Meeting and Proxy Form are included in/with this booklet. Shareholders are urged to complete the online proxy at www.investorvote.com.au or return the enclosed Proxy Form as soon as possible, irrespective of whether or not they intend to attend the Extraordinary General Meeting.

Questions

If you have any queries regarding the contents of this booklet or in relation to the Extraordinary General Meeting, please contact the Company Secretary, Ms Katelyn Adams, on (08) 8133 5000. Questions may also be submitted by emailing investorrelations@mightykingdom.com or by submitting an online question when lodging your proxy vote online at www.investorvote.com.au.

Technical difficulties

Technical difficulties may arise during the course of the EGM. The Chair has discretion as to whether and how the meeting should proceed in the event that a technical difficulty arises. In exercising this discretion, the Chair will have regard to the number of Shareholders impacted and the extent to which participation in the business of the meeting is affected.

Where the Chair considers it appropriate, the Chair may continue to hold the meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to lodge a proxy by 4:00pm (Adelaide time) Wednesday 14 August 2024.

How to submit your vote in advance of the meeting

Voting by Proxy

To be valid, your Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 4:00pm (Adelaide time) on Wednesday 14 August 2024. Any Proxy Form received after that time will not be valid for the Extraordinary General Meeting as scheduled.

Online At www.investorvote.com.au

By mail Share Registry – Computershare Investor Services Pty Limited, GPO Box 242, Melbourne Victoria 3001, Australia By fax 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia) By mobile Scan the QR Code on your Proxy Form and follow the prompts Custodian For Intermediary Online subscribers only (custodians) please visit voting www.intermediaryonline.com to submit your voting intentions

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Mighty Kingdom Limited ACN 627 145 260

Notice of Extraordinary General Meeting

Notice is given that the Extraordinary General Meeting of Shareholders of Mighty Kingdom Ltd will be held at 4:00pm (Adelaide time) on Friday 16 August 2024.

Agenda

The Explanatory Statement that accompanies and forms part of this Notice of Extraordinary General Meeting describes the business to be transacted at the Extraordinary General Meeting.

Ordinary Business

Resolution 1 – Consolidation of Capital

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:

“That, pursuant to Section 254H(1) of the Corporations Act, Listing Rule 7.20 and for all other purposes, Shareholders approve the consolidation of the issued share capital of the Company on the basis that every 15 fully paid ordinary Shares be consolidated into one (1) fully paid ordinary Share (rounded up to the next whole number of shares), and that any outstanding Options on issue be adjusted in accordance with Listing Rule 7.22, with such consolidation taking effect within 14 after this Resolution is passed or such other date as the Board may determine.”

Resolution 2 – Approval of issue of Short-Dated Broker Options – Listing Rule 7.1

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 225,000,000 Options (15,000,000 Options on a post-consolidation basis) to the JLMs on the terms and conditions set out in the Explanatory Statement.”

Note: A voting exclusion statement applies to this Resolution. Please see below.

Resolution 3 – Approval of issue of Long-Dated Broker Options – Listing Rule 7.1

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 349,999,995 Options (23,333,333 Options on a post-consolidation basis) to the JLMs and Corporate Advisor on the terms and conditions set out in the Explanatory Statement.”

Note: A voting exclusion statement applies to this Resolution. Please see below.

Resolution 4 – Approval of issue of 708 Capital Shares – Listing Rule 7.1

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:

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“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 25,000,000 fully paid ordinary shares (1,666,667 fully paid ordinary shares on a postconsolidation basis) in the Company to 708 Capital on the terms and conditions set out in the Explanatory Statement.”

Note: A voting exclusion statement applies to this Resolution. Please see below.

Resolution 5 – Ratification of prior issue of Overallocation Shares in the 2024 Placement – Listing Rule 7.4

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 58,333,332 fully paid ordinary shares (3,888,889 fully paid ordinary shares on a post-consolidation basis) in the Company on the terms and conditions set out in the Explanatory Statement.”

Note: A voting exclusion statement applies to this Resolution. Please see below.

Resolution 6 - Approval of issue of securities under Employee Incentives Plan

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:

“That for the purposes of Listing Rule 7.2 Exception 13(b) and for all other purposes, approval is given for the issue of securities in the Company for another three years commencing on 16 August 2024 under the Employee Incentives Plan, upon and subject to the terms and conditions set out in the Explanatory Statement.”

Note: A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

Resolution 7 – Approval of issue of Options to Mr Hogg, Non-Executive Director – Listing Rule 10.11

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 9,000,000 Options (600,000 Options on a post-consolidation basis) to Mr Ian Hogg (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Note: A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

Resolution 8 – Approval of issue of Options to Mr Butorac, Non-Executive Director – Listing Rule 10.11

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 9,000,000 Options (600,000 Options on a post-consolidation basis) to Mr David Butorac (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Note: A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

By order of the Board

Katelyn Adams Company Secretary Dated: 17 July 2024

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Voting Prohibition Statements

In accordance with Section 250BD of the Corporations Act, the Company will disregard any votes cast in favour of the Resolutions set out below by or on behalf of the following persons:

Resolution 6 - Approval of issue of securities under Employee Incentives Plan	A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
Resolution 7 – Approval of issue of Options to Mr Hogg, Non- Executive Director – Listing Rule 10.11
Resolution 8 – Approval of issue of Options to Mr Butorac, Non- Executive Director – Listing Rule 10.11

Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolutions set out below by or on behalf of the following persons:

Resolution 2 – Approval of issue of Short-Dated Broker Options – Listing Rule 7.1	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of the Short-Dated Broker Options (except a benefit solely by reason of being a holder of ordinary securities in the Company), or an associate of that person or those persons.
Resolution 3 – Approval of issue of Long-Dated Broker Options - Listing Rule 7.1	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of the Long-Dated Broker Options (except a benefit solely by reason of being a holder of ordinary securities in the Company),or an associate of thatperson or thosepersons.
Resolution 4 – Approval of issue of 708 Capital Shares – Listing Rule 7.1	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of the 708 Capital Shares (except a benefit solely by reason of being a holder of ordinary securities in the Company),or an associate of thatperson or thosepersons.
Resolution 5 – Ratification of prior issue of Overallocation Shares in the 2024 Placement – Listing Rule 7.4	A person who participated in the issue (namely the recipients of the Overallocation Shares under the 2024 Placement) or is a counterparty to the agreement being approved, or an associate of that person or those persons.
Resolution 6 – Approval of issue of securities under Employee Incentives Plan	The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is eligible to participate in the Employee Incentives Plan or any associates (as defined in the Listing Rules) of those persons.
Resolution 7 – Approval of issue of Options to Mr Hogg, Non- Executive Director – Listing Rule 10.11	Mr Ian Hogg (or his nominee) and any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of the Options (except a benefit solely by reason of being a holder of ordinary securities in the Company), or an associate of that person or thosepersons.
Resolution 8 – Approval of issue of Options to Mr Butorac, Non- Executive Director – Listing Rule 10.11	Mr David Butorac (or his nominee) and any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of the Options (except a benefit solely by reason of being a holder of ordinary securities in the Company), or an associate of that person or thosepersons.

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However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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Explanatory Statement

1. General Information

This Explanatory Statement and all attachments are important documents. They should be read carefully.

This Explanatory Statement has been prepared for the Shareholders of Mighty Kingdom Ltd in connection with the Extraordinary General Meeting of the Company to be held at 4:00pm (Adelaide time) on Friday 16 August 2024.

The purpose of this Explanatory Statement is to provide Shareholders with the information known to the Company that the Board considers material to their decision on whether to approve the Resolutions in the accompanying Notice. This document is important and should be read in conjunction with all of the information contained in this booklet, including the Notice. Capitalised terms in this Explanatory Statement are defined in the Glossary.

Proxies

Please note that: (a) a Shareholder entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint a proxy; (b) a proxy need not be a member of the Company; (c) a Shareholder may appoint a body corporate or an individual as its proxy; (d) a body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy; and (e) Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company or its share registry in advance of the Extraordinary General Meeting.

To vote by proxy, please complete and sign the Proxy Form and return it so that it is received by no later than 4:00pm (Adelaide time) on Wednesday 14 August 2024 in accordance with the instructions set out on the Proxy Form. Proxy Forms received later than this time will be invalid.

Alternatively, you may appoint a proxy using an electronic facility available at the website www.investorvote.com.au. At the website, shareholders will be able to view an electronic version of the proxy form, which will accept proxy appointments and register them accordingly.

Voting entitlements

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001, the Board has determined that a person’s entitlement to vote at the Extraordinary General Meeting will be the entitlement of that person set out in the register of Shareholders as at 7:00pm (Adelaide time) on Wednesday 14 August 2024. Accordingly, transactions registered after that time will be disregarded in determining Shareholders’ entitlements to attend and vote at the Extraordinary General Meeting.

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2. Background

2.1 Consolidation of Capital – Resolution 1

Resolution 1 seeks Shareholder approval for the consolidation of the issued share capital of the Company on the basis that every 15 fully paid ordinary shares be consolidated into 1 fully paid ordinary Share (rounded up to the next whole number of shares), and that Options on issue will also be adjusted.

Subject to Shareholder approval, the consolidation of capital will occur within 14 days after the date of this Meeting, or such other date as the Board may determine. Further information relating to the consolidation of capital can be found in the Explanatory Statement of Resolution 1.

2.2 Short-Dated Broker Options and Long-Dated Broker Options – Resolutions 2 and 3

Taylor Collison Limited (ACN 008 172 450 AFSL 247083) ( Taylor Collison ) and 708 Capital Pty Ltd (ACN 142 319 202) ( 708 Capital ) acted as Joint Lead Managers ( JLMs ) to the Entitlements Issue and Cerberus Investments Pty Ltd (ACN 107 652 737) ( Cerberus ) acted as Corporate Advisor to the Entitlements Issue. In addition to their fees or as part of their fees, the JLMs and Cerberus will also receive Options in the Company.

Taylor Collison and 708 Capital will receive up to 225,000,000 Short-Dated Broker Options (15,000,000 Short-Dated Broker Options on a post-consolidation basis) as outlined in Resolution 2. Taylor Collison, 708 Capital and Cerberus will receive up to 349,999,995 Long-Dated Broker Options (23,333,333 Long-Dated Broker Options on a post-consolidation basis) as outlined in Resolution 3.

Further information relating to the Short-Dated Broker Options can be found in the Explanatory Statement of Resolution 2 and further information relating to the Long-Dated Broker Options can be found in the Explanatory Statement of Resolution 3.

2.3 708 Capital Shares – Resolution 4

708 Capital will receive up to 25,000,000 fully paid ordinary shares (1,666,667 fully paid ordinary shares on a post-consolidation basis) in the Company ( 708 Capital Shares ) in lieu of their fees under the mandate for the Entitlements Issue.

Further information relating to the 708 Capital Shares can be found in the Explanatory Statement of Resolution 4.

2.4 Overallocation Shares – Resolution 5

As announced to the ASX on the 14 June 2024, an additional $175,000 was accepted by the Company due to an inadvertent over-allocation during the Placement Bookbuild process on the same terms as the placement previously announced on 24 April 2024.

58,333,332 fully paid ordinary shares (3,888,889 fully paid ordinary shares on a post-consolidation basis) in the Company ( Overallocation Shares ) were issued on 17 June 2024 pursuant to the Company’s available placement capacity under Listing Rule 7.1. Accordingly, this Resolution 5 seeks shareholder approval to ratify the issue of the Overallocation Shares so that they do not use up the Company’s capacity under Listing Rule 7.1 to issue up to 15% Shares in the 12 months following their issue.

Further information relating to the Overallocation Shares can be found in the Explanatory Statement of Resolution 5.

2.5 Employee Incentive Plan – Resolution 6

Resolution 6 seeks Shareholder approval to proportionally increase the number of securities that the Company can issue under the Employee Incentives Plan to align with the recently expanded capital of the Company due to the Entitlements Issue. Further information relating to the Employee Incentive Plan can be found in the Explanatory Statement of Resolution 6.

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2.6 Top Up Director Options – Resolutions 7 and 8

Resolutions 7 and 8 seek Shareholder approval to issue 9,000,000 Options (600,000 Options on a postconsolidation basis) to each of Mr Ian Hogg and Mr David Butorac (or their nominees) ( Related Parties ) to “top up” their director compensation as part of their agreed remuneration package (the Top Up Director Options ). Further information relating to the issue of Top Up Director Options to the Related Parties can be found in the Explanatory Statement of Resolutions 7 and 8.

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3. Resolution 1 – Consolidation of Capital

3.1 Background

This Resolution 1 seeks Shareholder approval to undertake a consolidation of the number of Shares on issue on the basis that every 15 Shares held be consolidated into one (1) fully paid ordinary Share (rounded up to the next whole number of shares) ( Consolidation ). Similarly, the number of Options on issue will be consolidated into one (1) Option. The exercise price of the Options will be amended in inverse proportion to the consolidation ratio.

3.2 Technical information required for approval under Listing Rule 7.20

Pursuant to and in accordance with Listing Rule 7.20, the following information is provided in relation to Resolution 1:

(i) Purpose of proposed resolution

The Directors have proposed the Consolidation for the following reasons:

• (i) the Company currently has 3,215,943,034 Shares on issue which represents a relatively large number when compared to its listed peer group;

• (ii) the Company’s recently expanded capital due to the Entitlements Issue increased the number of Shares held in the Company, and the Company now seeks to consolidate the capital;

• (iii) the Directors consider that the Consolidation will assist in reducing the volatility of the Company’s share price and enable a more consistent valuation of the Company; and

• (iv) the Consolidation is also expected to assist in positioning the Company for long term growth by making an investment in the Company’s securities more attractive to institutional and other investors.

(ii) Legal requirements

Section 254H of the Corporations Act provides that a Company may, by resolution passed at a general meeting, convert all or any of its share into a larger or smaller number.

• Listing Rule 7.20 provides that where an entity proposes to reorganise its capital, it must tell shareholders: (i) the effect of the proposal on the number of securities and the amount paid (if any) on the securities;

• (ii) the proposed treatment of any fractional entitlements; and

• (iii) the proposed treatment of any convertible securities on issue.

Listing Rule 7.22.1 requires that where a listed entity with Options undertakes a consolidation of its capital, the number of its Options must be consolidated in the same ratio as the ordinary capital and the exercise price must be amended in inverse proportion to that ratio.

(iii) Effect of Consolidation

The result of the Consolidation is that each security holding will be reduced by 15 times its current level.

As the Consolidation applies equally to all Shareholders, individual shareholdings will be reduced in the same ratio as the total number of Shares (subject to rounding). Accordingly, assuming no other market movements or impacts occur, the Consolidation will have no effect on the percentage interest in the Company of each Shareholder.

The Consolidation will not result in any change to the substantive rights and obligations of existing Shareholders.

The change in capital structure of the Company following the Consolidation, subject to adjustment for rounding, is as follows:

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Shares

Shares
	Number*
Shares currentlyon issue	3,215,943,034
Shares on issue after Consolidation	214,396,203

*Assumes no Options exercised prior to Consolidation.

Options

Options
Options on Issue	Pre-Consolidated Number*	Post- Consolidated Number on a 1:15 basis*	Pre- Consolidated Exercise price	Post- Consolidated Exercise Price
Options Expiring 19/12/2025	12,000,000	800,000	$0.035	$0.525
Options Expiring 31/12/2025	7,200,000	480,000	$0.04	$0.60
Options Expiring 19/11/2025	10,254,109	683,608	$0.15	$2.25
Options Expiring 16/02/2026	4,679,500	311,967	$0.15	$2.25
Options Expiring 19/11/2025	2,234,750	148,984	$0.15	$2.25
Options Expiring 14/06/2029	15,000,000	1,000,000	$0.015	$0.225
Options Expiring 14/06/2029	20,000,000	1,333,334	$0.006	$0.09
Options Expiring 12 months from issue (Short-Dated Broker Options)**	225,000,000	15,000,000	$0.004	$0.06
Options Expiring 5 years from issue (Long-dated Broker Options)**	349,999,995	23,333,333	$0.006	$0.090
Total Options	646,368,354	43,091,224	N/A	N/A

*Assumes no Options exercised or forfeited prior to Consolidation.

**Options not yet issued but anticipated to be issued prior to the Consolidation Record Date.

(iv) Fractional entitlements

Where the Consolidation results in an entitlement to a fraction of a Share or Option, that fraction will be rounded up to the nearest whole number of Shares or Options.

(v) Holding statements

Taking effect from the date of the Consolidation, all existing holding statements will cease to have any effect, except as evidence of entitlement to a certain number of securities on a post consolidation basis. New holding statements will be issued to security holders, who are encouraged to check their holdings after the Consolidation.

(vi) Taxation

The Consolidation should not result in a capital gains tax event for Australian tax residents. The cost base of the Shares held after the Consolidation will be the sum of the cost bases of the original Shares preconsolidation. The acquisition date of Shares held after the Consolidation will be the same as the date on which the original Shares were acquired.

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This Explanatory Statement does not however consider the tax implications in respect of Shares or other securities held on revenue account, as trading stock or by non-resident Shareholders. Shareholders should consider their own circumstances and seek their own professional advice in relation to their tax position. Neither the Company nor any of its officers or employees assumes any liability or responsibility for advising Shareholders or other security holders about the tax consequences of the proposed Consolidation.

(i) Indicative Timetable

Date	Event
Wednesday, 17 July2024	Announcement of Consolidation and issue of Appendix 3A.3 notice
Friday, 16 August 2024	Meeting held with Resolution to approve Consolidation. Companynotifies ASX that Consolidation is approved.
Tuesday, 20 August 2024	Effective Date of Consolidation.
Wednesday, 21 August 2024	Last day for trading pre-consolidation securities.
Thursday, 22 August 2024	Trading in the reorganised securities on a deferred settlement basis starts.
Friday, 23 August 2024	Record Date for Consolidation.Last day for Company to register transfers on apre-consolidation basis.
Monday, 26 August 2024	First day for Company to update its register and to send holding statements to security holders reflecting the change in the number of securities they hold. In the case of Options first day for the Companyto issue new certificates.
Friday, 30 August 2024	Last day for the Company to update its register and to send holding statements to security holders reflecting the change in the number of securities theyhold and to notifyASX that this has occurred.
Monday, 2 September 2024	Normal trading in reorganised securities starts.

Board recommendation

The Board members recommend that Shareholders vote in favour of Resolution 1.

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4. Resolution 2 – Approval of issue of Short-Dated Broker Options – Listing Rule 7.1

4.1 Background

This Resolution 2 seeks Shareholder approval for the issue of up to 225,000,000 Options (15,000,000 Options on a post-consolidation basis) (Short-Dated Broker Options) to Taylor Collison and 708 Capital in addition to their fees under their mandate as JLMs in the Entitlements Issue.

If this Resolution 2 is passed, the effect will be to allow the Company to issue the Short-Dated Broker Options during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% placement capacity.

If Resolution 2 is not passed, the Company will still be obliged to issue the Short-Dated Broker Options, and will utilise its capacity under ASX Listing Rule 7.1 as soon as such capacity is available to issue such Options, subject to compliance with any applicable laws and Listing Rules.

4.2 Technical information required for approval under Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 2:

Technical information required	Short-Dated Broker Options
The names of the persons to whom the Company will issue the securities or the basis upon which those persons were or will be identified or selected	Taylor Collison and 708 Capital.
The number and class of securities the Company will issue	Up to 255,000,000 Short-Dated Broker Options (15,000,000 Short-Dated Broker Options on a post-consolidation basis).
The date on or by which the Company will issue the securities	No later than 3 months after the date of this EGM.
The price or other consideration the Company will receive for the securities	Issued pursuant to the terms of the mandate with the JLMs in respect of the Entitlements Issue.
Purpose of the issue, including the intended use of any funds raised by the issue	The issue is pursuant to the terms of the mandate with the JLMs in respect of the Entitlements Issue and no funds are raised bythe issue.
A summary of any material terms of the relevant agreement the securities are being issued under	Offer price (pre-consolidation): $0.004 Offer price (post-consolidation): $0.06 Expiry: 12 monthspost issue
No reverse takeover	The Short-Dated Broker Options are not issued under or to fund a reverse takeover.
Voting exclusion statement	A voting exclusion statement for Resolution 2 is included in this Noticeprecedingthis ExplanatoryStatement.

4.3 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 2.

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5. Resolution 3 – Approval of issue of Long-Dated Broker Options – Listing Rule 7.1

5.1 Background

This Resolution 3 seeks Shareholder approval for the issue of up to 349,999,995 Options (23,333,333 Options on a post-consolidation basis) ( Long-Dated Broker Options ) to Taylor Collison and 708 Capital in addition to their fees under the mandate as JLMs in the Entitlements Issue and to Cerberus as part of its fees as Corporate Advisor in the Entitlements Issue.

If this Resolution 3 is passed, the effect of this Resolution 3 will be to allow the Company to issue the LongDated Broker Options during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% placement capacity.

If Resolution 3 is not passed, the Company will still be obliged to issue the Long-Dated Broker Options, and will utilise its capacity under ASX Listing Rule 7.1 as soon as such capacity is available to issue such Options, subject to compliance with any applicable laws and Listing Rules.

5.2 Technical information required for approval under Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 3:

Technical information required	Short-Dated Broker Options
The names of the persons to whom the Company will issue the securities or the basis upon which those persons were or will be identified or selected	Taylor Collison,708 Capital and Cerberus.
The number and class of securities the Company will issue	Up to 349,999,995 Long-Dated Broker Options (23,333,333 Long-Dated Broker Options on a post-consolidation basis).
The date on or by which the Company will issue the securities	No later than 3 months after the date of this EGM.
The price or other consideration the Company will receive for the securities	Issued pursuant to the terms of the mandate and otherwise as agreed in respect of the Entitlements Issue.
Purpose of the issue, including the intended use of any funds raised by the issue	The issue is pursuant to the terms of the mandate and otherwise as agreed in respect of the Entitlements Issue and no funds are raised bythe issue.
A summary of any material terms of the relevant agreement the securities are being issued under	Offer price (pre-consolidation): $0.006 Offer price (post-consolidation): $0.09 Expiry: 5yearspost issue
No reverse takeover	The Long-Dated Broker Options are not issued under or to fund a reverse takeover.
Voting exclusion statement	A voting exclusion statement for Resolution 3 is included in this Noticeprecedingthis ExplanatoryStatement

5.3 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 3.

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6. Resolution 4 – Approval of issue of 708 Capital Shares – Listing Rule 7.1

6.1 Background

The Company is proposing to issue up to 25,000,000 fully paid ordinary shares (1,666,667 fully paid ordinary shares on a post-consolidation basis) in the Company to 708 Capital in lieu of their fees under their mandate for the Entitlements Issue ( 708 Capital Shares ).

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

Resolution 4 seeks the required shareholder approval to issue the 708 Capital Shares under and fort he purposes of Listing Rule 7.1.

If this Resolution 4 is passed, the effect will be to allow the Company to issue the 708 Capital Shares during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% placement capacity.

If Resolution 4 is not passed, the Company will still be obliged to issue the 708 Capital Shares, and will utilise its capacity under ASX Listing Rule 7.1 as soon as such capacity is available to issue such Options, subject to compliance with any applicable laws and Listing Rules.

6.2 Technical information required for approval under Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 4:

Technical information required	708 Capital Shares
The names of the persons to whom the Company will issue the securities or the basis upon which those persons were or will be identified or selected	708 Capital
The number and class of securities the Company will issue	Up to 25,000,000 fully paid ordinary shares (1,666,667 fully paid ordinary shares on a post-consolidation basis). The shares will be subject to a voluntary escrow period of 12 months from issue.
The date on or by which the Company will issue the securities	No later than 3 months after the date of this EGM.
The price or other consideration the Company will receive for the securities	Issued pursuant to the terms of the mandate in respect of the Entitlements Issue.
Purpose of the issue, including the intended use of any funds raised by the issue	The issue is pursuant to the terms of the mandate in respect of the Entitlements Issue and no funds are raised by the issue.
A summary of any material terms of the relevant agreement the securities are being issued under	Offer price (pre-consolidation): $0.003 Offer price (post-consolidation): $0.05
No reverse takeover	The 708 Capital Shares are not issued under or to fund a reverse takeover.
Voting exclusion statement	A voting exclusion statement for Resolution 4 is included in this Noticeprecedingthis ExplanatoryStatement.

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6.3 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 4.

7. Resolution 5 – Ratification of prior issue of Overallocation Shares in the 2024 Placement – Listing Rule 7.4

7.1 Background

As announced to the ASX on 14 June 2024, the Company advised Shareholders it would accept an additional $175,000 on the same terms as the placement previously announced on 24 April 2024 due to an inadvertent over-allocation during the Placement Bookbuild process.

On the 17 June 2024 ( Issue Date ), the Company issued 58,333,332 fully paid ordinary shares (3,888,889 fully paid ordinary shares on a post-consolidation basis) in the Company to sophisticated and institutional investors ( Overallocation Shares ).

The Overallocation Shares were issued pursuant to the Company’s available placement capacity under Listing Rule 7.1. Accordingly, this Resolution 5 seeks Shareholder approval to ratify the issue of the Overallocation Shares so that they do not use up the Company’s capacity under Listing Rule 7.1 to issue up to 15% Shares in the 12 months following their issue.

7.2 Regulatory Requirements

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

The Overallocation Shares did not fit within any of the exceptions and, as it has not yet been approved by the Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the Issue Date.

Listing Rule 7.4 allows the Shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the Company’s capacity to issue further equity securities without Shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1.

To this end, Resolution 5 seeks Shareholder approval to the Overallocation Shares and for the purposes of Listing Rule 7.4.

If Resolution 5 is passed, the Overallocation Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the Issue Date.

If Resolution 5 is not passed, the Overallocation Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the Issue Date.

7.3 Technical information required for approval under Listing Rule 7.4

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 5:

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Technical information required	Overallocation Shares
The names of the persons to whom the entity issued or agreed to issue the securities or the basis on which those persons were identified or selected	The Overallocation Shares were issued to ACN 161 604 315 Pty Ltd, an entity associated with JLM 708 Capital.
The number and class of securities the Company issued or agreed to issue	58,333,332 fully paid ordinary shares (3,888,889 fully paid ordinary shares on a post-consolidation basis)
The date or dates on which the securities were or will be issued	17 June 2024
The price or other consideration the entity has received or will receive for the issue	The total cash consideration received by the Company was $175,000.
The purpose of the issue, including the use or intended use of any funds raised by the issue	The purpose of the placement is for additional working capital to assist the Company in achieving its strategic goals with flexibility to take on new contracts in the Work For Hire space as well as co-development and pursuit of acquisition opportunities.
A summary of any material terms of the relevant agreement the securities are being issued under	Offer price (pre-consolidation): $0.003 Offer price (post-consolidation): $0.05
No reverse takeover	The Overallocation Shares are not issued under or to fund a reverse takeover.
Voting exclusion statement	A voting exclusion statement for Resolution 5 is included in this noticeprecedingthis ExplanatoryStatement.

7.4 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 5.

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8. Resolution 6 – Approval of issue of securities under Employee Incentives Plan

8.1 General

Resolution 6 seeks Shareholder approval for the issue of securities under the Plan in accordance with Listing Rule 7.2 Exception 13(b).

The purpose of the Plan is to assist in the reward, retention and motivation of Eligible Participants and link the reward of Eligible Participants to Shareholder value creation. The Company considers that adoption of the Plan and the future issue of Securities (including Performance Rights) under the Plan will align the interests of Eligible Participants with shareholders of the Group by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

8.2

Listing Rule 7.1

Subject to a number of exceptions, Listing Rule 7.1 effectively limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of the period.

8.3 Listing Rule 7.2 Exception 13(b)

Listing Rule 7.2 Exception 13(b) provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if, within three (3) years before the date of the issue of the securities, the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as an exception to Listing Rule 7.1.

Listing Rule 7.2 Exception 13(b) is only available if and to the extent that the number of equity securities issued under the scheme does not exceed the maximum number set out in the entity’s notice of meeting dispatched to shareholders in respect of the meeting at which Shareholder approval was to Listing Rule 7.2 Exception 13(b). Exception 13(b) also ceases to be available if there is a material change to the terms of the scheme from those set out in the notice of meeting.

8.4 Information required by Listing Rule 7.2 Exception 13(b)

Pursuant to and in accordance with Listing Rule 7.2 Exception 13(b), the following information is provided in relation to Resolution 6:

• 8.4.1 a summary of the key terms and conditions of the Plan is set out in Schedule;

• 8.4.2 the Company has not issued any Securities under the Plan since Shareholder approval was obtained at the Company’s AGM on 29 November 2023; and

• 8.4.3 the maximum number of Securities proposed to be issued under the Plan, following Shareholder approval is 160,797,152 Securities (being 5% of the number of ordinary shares currently on issue excluding new issues) (10,719,811 Securities on a post-consolidation basis).

A voting exclusion statement has been provided for this Resolution in the Agenda Section in this Notice.

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8.5 Effect of Resolution 6

If Resolution 6 is passed, the Company will be able to issue Securities under the Plan to Eligible Participants (which must not include those who otherwise require approvals under Listing Rule 10.14, such as directors, associates or directors or persons who in ASX’s opinion would require approval) over a period of 3 years from the date of approval. The issue of any Securities under the Plan (up to a maximum of 160,797,152 on Securities (on a pre-consolidation basis) stated in 8.4 above) will be excluded from the calculation of the number of equity securities that the company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 6 is not passed, the Company will be able to proceed with the future issue of Securities under the Plan to Eligible Participants, but any issues of Securities will reduce, to that extent, the Company’s capacity to issue Securities without Shareholder approval under Listing Rule 7.1 and for the 12 month period following the issue of Securities outside of the previous approval received by shareholders at the Company’s AGM on 29 November 2023.

The Directors unanimously support the Plan and recommend that Shareholders vote in favour of Resolution 6. The Chair intends to vote undirected proxies in favour of Resolution 6.

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9. Resolutions 7 and 8 – Approval of issue of Options to Mr Hogg, Non-Executive Director and Approval of issue of Options to Mr Butorac, Non-Executive Director – Listing Rule 10.11

9.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue up to 9,000,000 Options (600,000 Options on a post-consolidation basis) to each of Mr Ian Hogg or his nominee ( Hogg Options ) and up to 9,000,000 Options (600,000 Options on a post-consolidation basis) to Mr David Butorac or his nominee ( Butorac Options ) (each of Mr Hogg and Mr Butorac a Related Party ) on the terms and conditions set out below (collectively the Top Up Director Options ).

Resolutions 7 and 8 seek Shareholder approval for the issue of the Top Up Director Options to the Related Parties.

9.2 Chapter 2E of the Corporations Act

A summary of Chapter 2E of the Corporations Act is set out in Section 6.2.

The issue of Top Up Director Options to the Related Parties constitutes giving a financial benefit and each of the Related Parties is a related party of the Company by virtue of being a Director.

Section 211 of the Corporations Act sets out that member approval is not needed to give a financial benefit if:

• (a) the benefit is remuneration to a related party as an officer or employee of the public company or a company that controls or is controlled by the public company; and

• (b) to give the remuneration would be reasonable given the circumstances of the public company giving the remuneration and the related party’s circumstances, including the responsibilities involved in the office or employment.

The Directors (other than the Related Parties) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required with respect to the Top Up Director Options because the agreement to issue the Top Up Director Options to the Related Parties was reached as part of changes to the remuneration package for the Related Parties due to the Company’s financial circumstances, is considered reasonable remuneration in the circumstances, was negotiated on an arm’s length basis and the value of the Options being based on Black Scholes valuation factoring the exercise price per Option being based on the market price of the Company’s Shares on 5 March 2024.

9.3 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

• 10.11.1 a related party;

• a person who is, or was at any time in the 6 months before the issue or agreement, a

• 10.11.2 substantial (30%+) holder in the company;

• a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of

• 10.11.3 the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

a person whose relationship with the company or a person referred to in Listing Rules

• 10.11.5 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders, unless it obtains the approval of its shareholders.

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The issue of the Top Up Director Options falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolutions 7 and 8 seek the required Shareholder approval for the issue of the Top Up Director Options under and for the purposes of Listing Rule 10.11.

9.4 Technical information required by Listing Rule 14.1A

If Resolutions 7 and 8 are passed, the Company will be able to proceed with the issue of the Top Up Director Options to the Related Parties within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Top Up Director Options (because approval is being obtained under Listing Rule 10.11), the issue of the Top Up Director Options will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 7 and 8 are not passed, the Company will not be able to proceed with the issue of the Top Up Director Options.

If one of either Resolution 7 or Resolution 8 is passed, then the Company will be able to proceed with the issue of the relevant Top Up Director Options the subject of the Resolution that was passed, to the relevant Related Party within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). With respect to the Resolution that was not passed, then the Company will not be able to proceed with the issue of the relevant Top Up Director Options the subject of that Resolution to that relevant Related Party.

For the sake of completeness, Resolutions 7 and 8 are not dependent on each other, with the effect that both Resolutions may be passed or not passed, or one is passed while the other is not passed, and accordingly the relevant securities will be issued for the Resolution or Resolutions that are passed.

9.5 Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to the proposed issue of the Top Up Director Options to Mr Hogg and Mr Butorac:

Technical Information Required	Hogg Options	Butorac Options
The names of the persons to whom the entity agreed to issue the securities and the category in rule 10.11 the person falls within	The Hogg Options are proposed to be issued to Mr Hogg or his nominee who is a related party to the Company (Listing Rule 10.11.1 category) by virtue of being a Non- Executive Director.	The Butorac Options are proposed to be issued to Mr Butorac or his nominee who is a related party to the Company (Listing Rule 10.11.1 category) by virtue of being a Non- Executive Director.
Number of securities and class of securities issued	The maximum number of Hogg Options to be issued under Resolution 7 is 9,000,000 (600,000 on apost-consolidation basis).	The maximum number of Butorac Options to be issued under Resolution 8 is 9,000,000 (600,000 on apost-consolidation basis).
Terms of the securities	Exercise price: $0.006 Exercise price (post-consolidation): $0.09 Expiry: 14 June 2029
Date of issue	The Hogg Options will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ListingRules).	The Butorac Options will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ListingRules).

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Issue price or other consideration	The issue price of the Top Up Director Options will be nil. The Company will not receive any other consideration in respect of the issue of the Top Up Director Options (other than in respect of funds received on exercise of the Top Up Director Options at $0.006 pre-consolidation or $0.09 post-consolidation).	The issue price of the Top Up Director Options will be nil. The Company will not receive any other consideration in respect of the issue of the Top Up Director Options (other than in respect of funds received on exercise of the Top Up Director Options at $0.006 pre-consolidation or $0.09 post-consolidation).
Purpose of the issue, including the intended use of the funds raised	The purpose of the issue of the Top Up Director Options is to “top up” the equity-based incentive for Mr Hogg and Mr Butorac in their remuneration packages for the Related Parties to align the interests of the Related Parties with those of Shareholders, to motivate and reward the performance of the Related Parties in their roles as Non-Executive Directors and to provide a cost effective way from the Company to remunerate the Related Parties, which will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties.
Details of the Related Parties’ current total remuneration packages – The total remuneration package for each of the Related Parties for the previous financial year and the proposed total remuneration package for the current financialyear	Current Financial Year (FY25): $60,000 Previous Financial Year (FY24): $60,000	Current Financial Year (FY25): $120,000 Previous Financial Year (FY24): $94,000
Relevant agreement	The Top Up Director Options will be issued otherwise on the terms of the Employee Incentives Plan, as summarised in the Schedule.The Top Up Director Options are not proposed to be issued under the Employee Incentives Plan.
Voting exclusion statement	A Voting Exclusion Statement has been provided for these Resolutions in the Agenda Section in this Notice.

9.6 Board recommendation

Mr Hogg and Mr Butorac decline to make a recommendation to Shareholders in relation to Resolutions 7 and 8 due to their material personal interest in the outcome of the Resolutions on the basis that they are to be issued the Options should Resolutions 7 and 8 be passed.

The other Board members recommend that Shareholders vote in favour of Resolutions 7 and 8.

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GLOSSARY

DEFINITIONS

In this Notice, words importing the singular include the plural and vice versa.

$ means Australian Dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means the ASX Limited (ABN 98 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

Board means the board of Directors.

Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Adelaide, Australia.

Chair means the person appointed to chair the Meeting convened by the Notice.

Closely Related Party of a member of the Key Management Personnel means:

• a) a spouse or child of the member;

• b) a child of the member’s spouse;

• c) a dependant of the member or the member’s spouse;

• d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• e) a company the member controls; or

• f) a personal prescribed by the Corporations Regulation.

Company means Mighty Kingdom Limited ACN 627 145 260.

Company Secretary means the company secretary of the Company, Ms Katelyn Adams.

Corporations Act means the Corporations Act 2001 (Cth).

Corporations Regulation means the Corporations Regulation 2001 (Cth).

Director means a director of the Company.

Employee Incentive Plan means the employee incentive plan outlined in the Schedule.

Entitlements Issue means the accelerated renounceable entitlement offer announced by the Company to the ASX on the 15 March 2024, 25 March 2024 and 4 April 2024.

Explanatory Statement means the explanatory statement which forms part of the Notice.

Extraordinary General Meeting means a duly convened general meeting (or any adjournment thereof) of the

Shareholders at which the Resolutions will be proposed at 4:00pm Adelaide time on Friday, 16 August 2024.

Key Management Personnel has the same meaning as in the accounting standards and includes those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity.

Listing Rules means the listing rules of ASX.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the five trading days immediately preceding that given date, unless otherwise specified.

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Meeting has the meaning given in the introductory paragraph of the Notice.

Notice means this Notice of Extraordinary General Meeting.

Options mean options exercisable for Shares.

Plan means the Company’s Employee Incentives Plan.

Resolution means a resolution referred to in the Notice.

Security means a security in the capital of the Company granted under these Rules, including a Plan Share, Option, Performance Right or other Convertible Security.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

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SCHEDULE

KEY TERMS AND CONDITIONS OF THE EMPLOYEE INCENTIVES PLAN

The key terms of the Employee Incentives Plan are as follows:

1. Eligible Participant

The Board may from time to time determine that an Eligible Participant may participate in the Plan.

2. Purpose

The purpose of the Plan is to:

• a. assist in the reward, retention and motivation of Eligible Participants;

• b. link the reward of Eligible Participants to Shareholder value creation; and

• c. align the interests of Eligible Participants with shareholders of the Group by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

3. Administration of the Plan

The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the rules of the Plan in its sole and absolute discretion. The Board may delegate its powers and discretion.

4. Eligibility, Invitation and Application

The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an Invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides. On receipt of an Invitation, an Eligible Participant may apply for the Securities the subject of the Invitation by sending a completed Application Form to the Company. The Board may accept an Application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the Invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the Invitation.

5. Grant of Securities

The Company will, to the extent that it has accepted a duly completed Application Form, grant the Participant the relevant number of Securities, subject to the terms and conditions set out in the Invitation, the rules of the Plan and any Ancillary Documentation required.

6. Term of Convertible Securities

Prior to a Convertible Security being exercised, a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible other than those expressly set out in these the rules of the Plan. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

7. Vesting of Convertible Securities

Any vesting conditions applicable to the grant of Convertible Securities will be described in the Invitation. A Convertible Security will only vest on the occurrence or satisfactions of the Vesting Conditions specified in respect of that Convertible Security. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.

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8. Exercise of Convertible Securities

To exercise a Convertible Security, the Participant must deliver a signed Notice of Exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the Exercise Price (if any) to or as directed by the Company, at any time prior to the expiry date of the Convertible Securities specified in the Invitation. An Invitation may specify that, in lieu of paying the Exercise Price for the number of Convertible Securities specified in the Invitation, the Participant may elect for a Cashless Exercise. Where the Participant elects for a Cashless Exercise, the Company will issue to the Participant the number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the Exercise Price that would otherwise be payable to exercise those Convertible Securities.

9. Delivery of Shares on exercise of Convertible Securities

As soon as practicable after the valid exercise of Convertible Securities by a Participant, the Company will issue, allocate or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under these Rules; and/or where permitted in the Invitation, pay a cash amount to that Participant. Where Convertible Securities may be delivered in accordance with either Shares or a cash amount, the Board may determine the preferred settlement of its obligations in its absolute discretion.

10. Forfeiture of Convertible Securities

Unless the Invitation provides otherwise, if a Participant becomes a Leaver, the Participant may retain all of their vested Convertible Securities; and must forfeit all of their unvested Convertible Securities on a date determined by the Board, unless the Board provides express written consent that the Participant may retain some or all of their unvested Convertible Securities. Where the Board determines that a Participant has acted fraudulently or dishonestly, or wilfully breached his or her duties to the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

11. Change of control

If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.

12. Rights attaching to Plan Shares

All Plan Shares will rank pari passu in all respects with the Shares of the same class. If Plan Shares are in the same class as Shares which are listed on the ASX, the Company will apply for quotation of the Plan Shares issued (or any unquoted Plan Shares transferred) within the time required by the Listing Rules after the date of allotment. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.

13. Disposal restrictions on Plan Share

Subject to the Company having to impose a Restriction Period on Plan Shares to the extent necessary to comply with any escrow restrictions imposed by the Listing Rules, the Board may, in its discretion, determine in the Invitation or at any time up until the exercise of the Convertible Securities, that a Restriction Period will apply to some or all of the Plan Shares. The Board may implement any procedure it deems appropriate to restrict a Participant from dealing with any Plan Shares subject to the Restriction Period for as long as those Plan Shares are subject to the Restriction Period.

For so long as a Plan Share is a Restricted Plan Share, the Participant will not transfer, encumber or otherwise dispose of, or have a Security Interest granted over that Plan Share; or take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

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14. Adjustment of Convertible Securities

If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation. If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised. Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights. Subject to the above paragraph, during the currency of any Convertible Securities and prior to their exercise, the holders of Convertible Securities are not entitled to participate in any new issue of Shares of the Company as a result of their holding of Convertible Securities.

15. Restrictions on and amendments to the Plan

Subject to the following paragraph, the Board may at any time amend any provisions of the rules of the Plan, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the rules of the Plan be given retrospective effect, immediate effect or future effect. No amendment to any provision of the rules of the Plan may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

16. Duration

The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period, or indefinitely, and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants. If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

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Need assistance?

Phone:

1300 556 161 (within Australia) +61 3 9415 4000 (outside Australia)

ABN 39 627 145 260 Online: www.investorcentre.com/contact YOUR VOTE IS IMPORTANT For your proxy appointment to be effective it must be received by 4:00pm (ACST) on Wednesday, 14 August 2024. Proxy Form How to Vote on Items of Business Lodge your Proxy Form: All your securities will be voted in accordance with your directions. Online: APPOINTMENT OF PROXY Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes Lodge your vote online at opposite each item of business. If you do not mark a box your proxy may vote or abstain as www.investorvote.com.au using your they choose (to the extent permitted by law). If you mark more than one box on an item your secure access information or use your vote will be invalid on that item. mobile device to scan the personalised QR code. Voting a portion of your holding: Indicate a portion of your voting rights by inserting the Your secure access information is percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%. Control Number: SRN/HIN: Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of PIN: votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or For Intermediary Online number of securities for each in Step 1 overleaf. subscribers (custodians) go to www.intermediaryonline.com A proxy need not be a securityholder of the Company. SIGNING INSTRUCTIONS FOR POSTAL FORMS By Mail: Individual: Where the holding is in one name, the securityholder must sign. Joint Holding: Where the holding is in more than one name, all of the securityholders should Computershare Investor Services Pty Limited sign. GPO Box 242 Melbourne VIC 3001 Power of Attorney: If you have not already lodged the Power of Attorney with the registry, Australia please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also By Fax: sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office 1800 783 447 within Australia or held. Delete titles as applicable.

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes. Proxy Form Please mark to indicate your directions Step 1 Appoint a Proxy to Vote on Your Behalf I/We being a member/s of Mighty Kingdom Limited hereby appoint the Chairman PLEASE NOTE: Leave this box blank if OR you have selected the Chairman of the of the Meeting Meeting. Do not insert your own name(s). or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Extraordinary General Meeting of Mighty Kingdom Limited to be held at HLB Mann Judd, 169 Fullarton Road, Dulwich, SA 5065 on Friday, 16 August 2024 at 4:00pm (ACST) and at any adjournment or postponement of that meeting. Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 6, 7 and 8 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 6, 7 and 8 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 6, 7 and 8 by marking the appropriate box in step 2. Step 2 Items of Business PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. For Against Resolution 1 Consolidation of Capital Resolution 2 Approval of issue of Short-Dated Broker Options – Listing Rule 7.1 Resolution 3 Approval of issue of Long-Dated Broker Options – Listing Rule 7.1 Resolution 4 Approval of issue of 708 Capital Shares – Listing Rule 7.1 Resolution 5 Ratification of prior issue of Overallocation Shares in the 2024 Placement – Listing Rule 7.4 Resolution 6 Approval of issue of securities under Employee Incentives Plan Resolution 7 Approval of issue of Options to Mr Hogg, Non-Executive Director – Listing Rule 10.11 Resolution 8 Approval of issue of Options to Mr Butorac, Non-Executive Director – Listing Rule 10.11 The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made. Step 3 Signature of Securityholder(s) This section must be completed. Individual or Securityholder 1 Securityholder 2 Securityholder 3 / / Sole Director & Sole Company Secretary Director Director/Company Secretary Date Update your communication details (Optional) By providing your email address, you consent to receive future Notice Mobile Number Email Address of Meeting & Proxy communications electronically

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Extraordinary General Meeting of Mighty Kingdom Limited to be held at HLB Mann Judd, 169 Fullarton Road, Dulwich, SA 5065 on Friday, 16 August 2024 at 4:00pm (ACST) and at any adjournment or postponement of that meeting. Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 6, 7 and 8 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 6, 7 and 8 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 6, 7 and 8 by marking the appropriate box in step 2.

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. For Against Abstain

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