Tuesday, January 25 2022

Article 8.01. Other events

At September 28, 2021, Southern Missouri Bancorp, Inc. (“Southern Missouri”), the parent company of South Shore, has entered into a merger agreement and plan (the “Merger Agreement”) with Fortune Financial Corporation (“Fortune”), which is the holding company of FortuneBank (“FB”). The Merger Agreement provides that, on the terms and subject to the conditions set out therein, Fortune will merge with and into Southern Missouri (the “Merger”), with Southern Missouri as a surviving company in the merger and that as a result of the merger FB will be merged with and in South Shore (the “Bank Merger”), with
South Shore as the surviving bank of the bank merger.

Subject to a capital adjustment of Fortune at closing, the transaction is valued at approximately $ 29.9 million. At the time of the merger, assuming that no change in the number of issued and outstanding common shares of the common shares of Fortune from that on the date of the merger agreement, and no change in the capital of Fortune (as defined in the agreement), each share of the ordinary shares of Fortune will be converted into a right to receive either (i) $ 12.55 in cash, or (ii) or 0.2853 share of Southern Missouri ordinary actions. The number of shares of
Southern Missouri ordinary shares to be issued was determined on the basis of $ 43.99 per share, which was southern Missouri weighted average closing price of the share on the
NASDAQ Stock Market during the 20 trading days ending on the second trading day immediately preceding the signing of the Merger Agreement.

The Merger Agreement contains the customary representations and warranties of both
Southern Missouri and Fortune, and each party has accepted customary commitments, including, but not limited to, commitments relating to (1) the conduct of its affairs during the interim period between the signing of the Merger Agreement and the effective date of the Merger , including, in the case of Fortune, specific forbearances with respect to its business operations, and (2) in the case of Fortune, its non-solicitation obligations relating to other acquisition proposals. Besides, Southern Missouri agreed to take action to add Daniel L. Jones, Chairman and CEO of Fortune, to its board of directors upon completion of the merger.

Completion of the Merger is subject to customary conditions, including approval of the Merger Agreement by Fortune shareholders and receipt of required regulatory approvals. The Merger is currently expected to be finalized in the first quarter of calendar year 2021.

The Merger Agreement provides certain termination rights for both Southern Missouri and Fortune and further provides that a termination fee of $ 1,250,000
will be payable by Fortune upon termination of the Merger Agreement in certain circumstances, as specified therein. All of the members of the board of directors of the holding company, including the majority shareholder of Fortune, have signed voting agreements under which they have agreed to vote for their common shares of Fortune in favor of the agreement. fusion.

At September 28, 2021, Southern Missouri and Fortune issued a press release announcing the signing of the merger agreement. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and incorporated by reference herein.

Forward-Looking Statements: Except for historical information contained in this document, matters contained in this current report on Form 8-K and in other reports filed or provided to the SECOND, in press releases or other public communications to shareholders, or in oral statements made with the approval of an authorized senior officer, the matters discussed in this document may be deemed to be “forward-looking statements” at meaning of the Private Securities Litigation Reform Act of 1995 that are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from forward-looking statements, including: regulatory and shareholder approvals requirements for this acquisition may not be obtained, or other conditions for the completion of the transaction may not be satisfied or canceled; cost savings, synergies and other expected benefits

of southern Missouri merger and acquisition activities, including this acquisition and southern Missouri other acquisitions, may not be completed on schedule or not at all, and costs or difficulties associated with integration issues, including, but not limited to customer and employee retention, could be larger than expected; potential negative impacts on economic conditions in southern Missouri local market areas, other markets where
Southern Missouri has loan relationships, or other aspects of southern Missouri business operations or financial markets, in general, resulting from the ongoing COVID-19 pandemic and any government or societal response thereto; the strength of United States the economy in general and the strength of local economies in which Southern Missouri conducts operations; fluctuations in interest rates and real estate values; monetary and fiscal policies of the Board of Governors of Federal Reserve System and the Government of the United States and other government initiatives affecting the financial services sector; risks of lending and investing activities, including changes in the level and direction of delinquencies and loan write-offs and changes in estimates of the adequacy of the allowance for loan losses; southern Missouri
ability to access profitable financing; development and timely acceptance of southern Missouri new products and services and the overall perceived value of those products and services by users, including features, prices and quality compared to products and services of competitors; fluctuations in real estate values ​​and residential and commercial real estate markets, as well as agricultural conditions; application for loans and deposits in
southern Missouri market area; legislative or regulatory changes that negatively affect southern Missouri Business; changes in accounting principles, policies or guidelines; exam results Southern Missouri through
southern Missouri regulators, including the possibility that southern Missouri regulators may, among other things, require Southern Missouri increase its reserve for loan losses or to write down assets; the impact of technological change; and southern Missouri successfully manage the risks associated with the above.

All forward-looking statements are based on the beliefs and assumptions of management at the time they are made. Southern Missouri makes no commitment to publicly update or revise any forward-looking statements or to update the reasons why actual results may differ from those contained in such statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed may not occur, and you should not place undue reliance on forward-looking statements.

Additional information: Southern Missouri file a registration statement on Form S-4 with the SECOND as part of the proposed transaction. The registration statement will include a power of attorney from Fortune which also constitutes a prospectus of Southern Missouri, which will be sent to Fortune shareholders. Fortune shareholders are advised to read the Management Proxy Circular / Prospectus when it becomes available as it will contain important information about Southern Missouri, Fortune, and the proposed transaction. At the time of their filing, this document and the other documents relating to the merger filed by
Southern Missouri can be obtained free of charge from DRY website at www.sec.gov. These documents can also be obtained free of charge by accessing
southern Missouri www.bankwithsouthern.com under the tab “Investor Relations” then under “SEC Filings”. Alternatively, these documents, when available, can be obtained free of charge from Southern Missouri on written request to Southern Missouri Bancorp, Inc., Attn: Investor Relations, 2991 Oak Grove Road, Poplar Bluff, Missouri, 63901, or by calling (573) 778-1800, or from Fortune upon written request to Fortune Financial Corporation., Attn: Investor Relations, 3494, boulevard Jeffco, Arnold, Missouri, 63010.

Participants in this Transaction: Southern Missouri, Fortune, and certain of their respective directors and officers may be considered participants in the solicitation of proxies from Fortune shareholders in connection with the proposed transaction. Information on the directors and officers of Southern Missouri can be found in the definitive proxy circular of Southern Missouri relating to its 2021 Annual Meeting of Shareholders filed with the SECOND through Southern Missouri to September 20, 2021. This definitive power of attorney can be obtained free of charge from the sources indicated above. Information on the directors and officers of Fortune will be included in the proxy circular / prospectus when filed with the
SECOND. Additional information regarding the interests of such participants will also be included in the proxy circular / prospectus relating to the proposed transaction when it becomes available.

Article 9.01. Financial statements and supporting documents


(d)Exhibits


99.1 Joint dated press release September 28, 2021

104 Interactive cover page data file – cover page XBRL tags are integrated

in the Inline XBRL document

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