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Sputnik

08/13/22 8:29 AM

#15732 RE: BreezeWoodAcres #15728

NGTF! Oh My!


NightFood Holdings, Inc. (which we refer to as “we,” “us,” “our” or the “Company”) is offering (this “Offering”) up to 5,000,000 units, each unit consisting of 4 shares of Common Stock and 1 Common Stock Purchase Warrant (“Unit”), at an offering price of $1.00, for a maximum offering amount of $5,000,000. This Offering will terminate at the earlier of: (1) the date at which the maximum offering amount has been sold, (2) one year from the qualification of this circular or _______, 2023, or (3) the date at which the Offering is earlier terminated by the Company at its sole discretion. The Offering is being conducted on a best-efforts basis with the targeted maximum offering amount (the “Maximum Offering Amount”) of $5,000,000. There is no minimum offering amount in this Offering, subject to investor minimums of $500.00. The Company may undertake one or more closings on a rolling basis, and the proceeds of this Offering will not be placed into an escrow account. After each closing, funds tendered by investors will be made available to the Company assuming the Company has accepted the investors’ subscription for the shares. After the initial closing of this Offering, we expect to hold closings on at least a monthly basis.

Sputnik

08/13/22 8:34 AM

#15733 RE: BreezeWoodAcres #15728

Dilution? NGTF! Absolutely!

Common Stock outstanding after the Offering Assuming the sale of all 5,000,000 Units, and the exercise of all 5,000,000 warrants underlying the Units, we will have 116,749,831 shares of common stock outstanding. This assumes we do not issue any other shares of common stock and no other warrants, options or other convertible securities are exercised or converted.