WHITEHAWK LIMITED

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6 April 2023

Dear Shareholders,

2023 ANNUAL GENERAL MEETING

On behalf of the Board of Directors, I invite you to the 2023 Annual General Meeting (AGM) of WhiteHawk Limited (WhiteHawk or the Company) scheduled to be held on Wednesday, 10 May 2023 at 10:00am (AEST) (Meeting) at the office of RSM, Level 13 60 Castlereagh Street Sydney NSW 2000 .

All Directors of the Company will be present (including US based directors, Terry Roberts (CEO) and Brian Hibbeln) at the Meeting and will be an opportunity to listen and ask questions about WhiteHawk’s priorities and opportunities ahead in 2023 and beyond.

To reduce the Company’s environmental footprint, the Company will not be sending hard copies of the Notice of Meeting to shareholders unless a shareholder has previously requested a hard copy. - The Notice of Meeting can be viewed and downloaded from https://www.whitehawk.com/whitehawk limited.

Shareholders are strongly encouraged to submit their Proxy Forms as soon as possible. Please refer to the attached Proxy Voting Form for guidance on how to vote. Please also provide email address in the appropriate section of the proxy form when you return it, to enable future correspondence to occur by email.

If you are unable to attend the Meeting, you also have the option to:

Lodge a proxy vote, or appoint a proxy to attend and vote on your behalf at the AGM; and/or
• Submit questions in advance of the Meeting to the Company. Questions must be submitted in writing to Kevin Kye, Company Secretary at [email protected] at least 48 hours before the Meeting

Should you wish to discuss the matters in the Notice of Meeting, please do not hesitate to contact the Company Secretary on +61 8 6311 4636 or via [email protected].

WhiteHawk’s Directors and I look forward to your attendance at the Meeting, and we thank you for your continued support.

Yours faithfully,

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Terry Roberts Chief Executive Officer and Executive Chair

-ENDS-

Authorised for release by Terry Roberts (Chief Executive Officer and Executive Chair).

WhiteHawk Limited Level 28 140 St Georges Tce Perth WA 6000 Tel : +61 8 6311 4636, Fax : +61 8 6311 4661 ABN: 97 620 459 823 www.whitehawk.com

ACN 620 459 823

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00am (AEST) DATE : Wednesday, 10 May 2023 PLACE : RSM Level 13, 60 Castlereagh Street Sydney NSW 2000

The business of the Meeting affects your shareholding and your vote is important.

This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5:00pm (AEST) on 8 May 2022.

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 31 December 2022 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 31 December 2022.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

A voting prohibition statement applies to this Resolution. Please see below.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MELISSA KING

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

“That, for the purpose of clause 15.2 of the Constitution, Listing Rule 14.5 and for all other purposes, Melissa King, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

4. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SHARES TO LIND PARTNERS

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 issue of 13,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

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

5. RESOLUTION 4 – APPROVAL TO ISSUE OPTIONS TO LIND PARTNERS

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 15,000,000 Options on the terms and conditions set out in the Explanatory Statement.”

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

6. RESOLUTION 5 – APPROVAL TO ISSUE SHARES TO S3 CONSORTIUM

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 2,500,000 Shares on the terms and conditions set out in the Explanatory Statement.”

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

7. RESOLUTION 6 – APPROVAL TO ISSUE OPTIONS TO VIATICUS

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 7,500,000 Options on the terms and conditions set out in the Explanatory Statement.”

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

8. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF SHARES TO EMPLOYEES

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 issue of 887,053 Shares on the terms and conditions set out in the Explanatory Statement.”

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

9. RESOLUTION 8 – ADOPTION OF STOCK APPRECIATION RIGHTS 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 Company to adopt an employee incentive scheme titled Stock Appreciation Rights Plan and for the issue of a maximum of 50,000,000 Stock Appreciation Rights Units under that plan, on the terms and conditions set out in the Explanatory Statement.”

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

10. RESOLUTION 9 – ISSUE OF STOCK APPRECIATION RIGHTS UNITS TO DIRECTOR – TERRY ROBERTS

To consider and, if thought fit, to pass 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 25,029,711 Stock Appreciation Rights to Terry Roberts (or her nominee) on the terms and conditions set out in the Explanatory Statement.”

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

11. RESOLUTION 10 – APPROVAL OF 7.1A MANDATE

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.”

12. RESOLUTION 11 – ADOPTION OF INCENTIVE PERFORMANCE RIGHTS AND OPTIONS 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 Company to adopt an employee incentive scheme titled Incentive Performance Rights and Options Plan and for the issue of a maximum of 20,000,000 securities under that plan, on the terms and conditions set out in the Explanatory Statement.”

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

Dated: 6 April 2023

By order of the Board

Kevin Kye Company Secretary

Voting Prohibition Statements

Resolution 1 - Adoption of Remuneration Report	A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person (thevoter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
Resolution 8 – Adoption of Stock Appreciation Rights 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 9 – Issue of Stock Appreciation Rights Units to Director – Terry Roberts	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 1 - Adoption
of Remuneration Report

A vote on this Resolution must not be cast (in any capacity) by or on
behalf of either of the following persons:
(a)
a member of the Key Management Personnel, details of
whose remuneration are included in the Remuneration
Report; or
(b)
a Closely Related Party of such a member.
However, a person (thevoter) described above may cast a vote on
this Resolution as a proxy if the vote is not cast on behalf of a person
described above and either:
(a)
the voter is appointed as a proxy by writing that specifies
the way the proxy is to vote on this Resolution; or
(b)
the voter is the Chair and the appointment of the Chair as
proxy:
(i)
does not specify the way the proxy is to vote on
this Resolution; and
(ii)
expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly
or indirectly with the remuneration of a member of
the Key Management Personnel.

Resolution 8 – Adoption
of Stock Appreciation
Rights 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 9 – Issue of
Stock Appreciation
Rights Units to Director –
Terry Roberts

Resolution 11 – Adoption
of Incentive Performance
Rights and Option Plan

Voting Exclusion Statements

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

Resolution 3 – Ratification of prior issue of Shares to Lind Partners	A person who participated in the issue or is a counterparty to the agreement being approved (namely Lind Partners (or its nominee)) or an associate of that person or those persons.
Resolution 4 – Approval to issue Options to Lind Partners	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely Lind Partners (or its nominee)) or an associate of that person (or those persons).
Resolution 5 – Approval to issue Shares to S3 Consortium	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely S3 Consortium (or its nominee)) or an associate of that person (or those persons).
Resolution 6 – Approval to issue Options to Viaticus	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely Viaticus (or its nominee)) or an associate of that person (or those persons).
Resolution 7 – Ratification of prior issue of Shares to Employees	A person who participated in the issue or is a counterparty to the agreement being approved (namely Soo Hee Kim and Michael Wayne Ferris (or their nominees)) or an associate of that person or those persons.
Resolution 8 – Adoption of Stock Appreciation Rights Plan	A person who is eligible to participate in the Stock Appreciation Rights Plan or an associate of that person or those persons.
Resolution 9 – Issue of Stock Appreciation Rights Units to Director – Terry Roberts	Terry Roberts (or her nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (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 11 – Adoption of Incentive Performance Rights and Option Plan	A person who is eligible to participate in the employee incentive scheme or an associate of that person or those persons.

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.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder who is 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. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 6311 4636.

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 31 December 2022 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.whitehawk.com.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Meeting.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MELISSA KING

3.1 General

Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting.

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Melissa King, who has served as a Director since 13 November 2020 and was elected on 13 May 2021, retires by rotation and seeks re-election.

3.2 Qualifications and other material directorships

Melissa King brings more than 20 years global experience as a senior executive, including her roles as Chief Executive Officer for both the FIBA Women’s Basketball World Cup 2022 Organising Committee and Surf Life Saving Australia and executive roles with the Sydney Opera House, Department of the Prime Minister and Cabinet APEC Australia 2007 Taskforce and the Governance Institute.

A strategic, agile and innovative leader with extensive transformation, commercial and communications experience. Melissa has advised Boards and Government Agencies on strategy, governance and fundraising, and mentors emerging leaders.

3.3 Independence

If re-elected the Board considers Melissa King will be an independent Director.

3.4 Board recommendation

The Board has reviewed Melissa King’s performance since her appointment to the Board and considers that her skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the re-election of Melissa King and recommends that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SHARES TO LIND PARTNERS

4.1 General

On 4 November 2022, the Company issued 13,000,000 Shares ( Initial Shares ) at an issue price of $0.10 per Share pursuant to a Share Subscription Agreement entered into between the Company and Lind Global Fund II, LP ( Lind Partners ) ( Share Subscription Agreement ).

The issue of the Initial Shares did not breach Listing Rule 7.1 at the time of the issue.

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.

Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

The Company’s ability to utilise the additional 10% capacity provided for in Listing Rule 7.1A for issues of equity securities following this Meeting remains conditional on Resolution 10 being passed at this Meeting.

The issue of the Initial Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by 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 date of issue of the Initial Shares.

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. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Initial Shares.

Resolution 3 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Initial Shares.

4.2 Technical information required by Listing Rule 14.1A

If Resolution 3 is passed, the Initial Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Initial Shares.

If Resolution 3 is not passed, the Initial Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Initial Shares.

It is noted that the Company’s ability to utilise the additional 10% capacity provided for in Listing Rule 7.1A for issues of equity securities following this Meeting remains conditional on Resolution 10 being passed at this Meeting.

4.3 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 3:

(a) the Initial Shares were issued to Lind Partners (or its nominee);
(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that following the issue of the Initial Shares to Lind Partners, Lind Partners became a substantial shareholder of the Company and was issued more than 1% of the issued capital of the Company;

(c) 13,000,000 Initial Shares were issued and the Initial Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Initial Shares were issued on 4 November 2022;
(e) the issue price was a deemed $0.10 per Initial Share. The Company may receive consideration for the Initial Shares in accordance with Share Subscription Agreement summarised in Schedule 1;
(f) the purpose of the issue of the Initial Shares was to satisfy the Company’s obligations under the Share Subscription Agreement; and
(g) the Initial Shares were issued to Lind Partners (or its nominee) under the Share Subscription Agreement. A summary of the material terms of the Share Subscription Agreement is set out in Schedule 1.

5. RESOLUTION 4 – APPROVAL TO ISSUE OPTIONS TO LIND PARTNERS

5.1 General

The Company is proposing to issue 15,000,000 Options to Lind Partners (or its nominee) pursuant to the Share Subscription Agreement ( SSA Options ).

As summarised in Section 4.1 above, 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.

The proposed issue of the SSA Options does not fit within any of the exceptions set out in Listing Rule 7.2. While the issue does not exceed the 15% limit in Listing Rule 7.1 and can therefore be made without breaching 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 under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder approval pursuant to Listing Rule 7.1 so that it does not use up any of its 15% placement capacity under Listing Rule 7.1.

5.2 Technical information required by Listing Rule 14.1A

If Resolution 4 is passed, the Company will be able to proceed with the issue of the SSA Options. In addition, the issue of the SSA Options 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 4 is not passed, the Company will not be able to proceed with the issue of the SSA Options. In addition, pursuant to the Share Subscription Agreement, if the SSA Options are not issued, Lind Partners may elect to reduce the Initial Shares that they will subscribe for by 5,000,000 Shares, meaning that the Company may receive less funds under the Share Subscription Agreement. Resolution 4 is independent of Resolution 3.

Resolution 4 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the SSA Options.

5.3 Technical information required by Listing Rule 7.3

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

(a) the SSA Options will be issued to Lind Partners (or its nominee);
(b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that Lind Partners is a substantial holder of the Company and the Shares to be issued when the SSA Options exercised, equate to more than 1% of the issued capital of the Company;
(c) the maximum number of SSA Options to be issued is 15,000,000. The terms and conditions of the SSA Options are set out in Schedule 2;
(d) the SSA Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);
(e) the SSA Options will be issued at a nil issue price. The Company will not receive any other consideration for the issue of the SSA Options (other than in respect of funds received on exercise of the Options);
(f) the purpose of the issue of the SSA Options is to satisfy the Company’s obligations under the Share Subscription Agreement;
(g) the SSA Options are being issued to Lind Partners (or its nominee) under the Share Subscription Agreement. A summary of the material terms of the Share Subscription Agreement is set out in Schedule 1; and
(h) the SSA Options are not being issued under, or to fund, a reverse takeover.

6. RESOLUTION 5 – APPROVAL TO ISSUE SHARES TO S3 CONSORTIUM

6.1 General

The Company is proposing to issue 2,500,000 Shares to S3 Consortium Pty Ltd (ACN 135 239 968) ( S3 Consortium ) in consideration for digital marketing services provided by S3 Consortium ( Consortium Shares ).

The proposed issue of the Consortium Shares does not fit within any of the exceptions set out in Listing Rule 7.2. While the issue does not exceed the 15% limit in Listing Rule 7.1 and can therefore be made without breaching 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 under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder approval pursuant to Listing Rule 7.1 so that it does not use up any of its 15% placement capacity under Listing Rule 7.1.

6.2 Technical information required by Listing Rule 14.1A

If Resolution 5 is passed, the Company will be able to proceed with the issue of the Consortium Shares. In addition, the issue of the Consortium Shares 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 5 is not passed, the issue of the Consortium Shares can still proceed but it will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for 12 months following the issue.

Resolution 5 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Consortium Shares.

6.3 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 5:

(a) the Consortium Shares will be issued to S3 Consortium.
(b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:
(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;
(c) the maximum number of Consortium Shares to be issued is 2,500,000. The Consortium Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);
(e) the Consortium Shares will be issued at a nil issue price, with a deemed issue price of $0.10 per Consortium Share, in consideration for StocksDigital services provided by S3 Consortium;
(f) the purpose of the issue of the Consortium Shares is to satisfy the Company’s obligations under a mandate with S3 Consortium;
(g) the Consortium Shares are being issued to S3 Consortium under the mandate. A summary of the material terms of the mandate with S3 Consortium is set out in Schedule 3; and
(h) the Consortium Shares are not being issued under, or to fund, a reverse takeover.

7. RESOLUTION 6 – APPROVAL TO ISSUE OPTIONS TO VIATICUS

7.1 General

The Company has entered into an agreement to issue 7,500,000 Options in part consideration for consultancy services provided by Viaticus Capital Pty Ltd (ACN 095 512 973) ( Viaticus ) ( Consultancy Options ).

The proposed issue of the Consultancy Options does not fit within any of the exceptions set out in Listing Rule 7.2. While the issue does not exceed the 15% limit in Listing Rule 7.1 and can therefore be made without breaching 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 under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder approval pursuant to Listing Rule 7.1 so that it does not use up any of its 15% placement capacity under Listing Rule 7.1.

7.2 Technical information required by Listing Rule 14.1A

If Resolution 6 is passed, the Company will be able to proceed with the issue of the Consultancy Options. In addition, the issue of the Consultancy Options 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 not be able to proceed with the issue of the Consultancy Options. In addition, under the consultancy agreement with Viaticus, the Company will, subject to placement capacity, need to issue Viaticus Shares, credited as fully paid, equating to the value of the Consultancy Options as at the date of the Meeting to be determined by an independent expert, with such shares to be issued within two (2) months of the date of the Meeting.

Resolution 6 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Consultancy Options.

7.3 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 6:

(a) the Consultancy Options will be issued to Viaticus (or its nominee);
(b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that Viaticus is an adviser to the Company and the Shares to be issued when the Consultancy Options exercised, equate to more than 1% of the issued capital of the Company;
(c) the maximum number of Consultancy Options to be issued is 7,500,000. The terms and conditions of the Consultancy Options are set out in Schedule 2;

(d) the Consultancy Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);
(e) the Consultancy Options will be issued at a nil issue price, in consideration for consultancy services provided by Viaticus;
(f) the purpose of the issue of the Consultancy Options is to satisfy the Company’s obligations under the consultancy mandate with Viaticus;
(g) the Consultancy Options are being issued to Viaticus under the consultancy mandate. A summary of the material terms of the consultancy mandate is set out in Schedule 4; and
(h) the Consultancy Options are not being issued under, or to fund, a reverse takeover.

8. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF SHARES TO EMPLOYEES

8.1 General

On 20 January 2023, the Company issued 887,053 Shares following Stock Appreciation Rights ( SAR ) vesting ( SAR Shares ) under two separate Stock Appreciation Rights Agreements with two employees ( SAR Agreements ).

The issue of the SAR Shares did not breach Listing Rule 7.1 at the time of the issue.

Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

The issue of the SAR Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and 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 date of issue of the SAR Shares.

Resolution 7 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the SAR Shares.

8.2 Technical information required by Listing Rule 14.1A

If Resolution 7 is passed, the SAR Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the SAR Shares.

If Resolution 7 is not passed, the SAR Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the SAR Shares.

8.3 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 7:

(a) 787,053 of the SAR Shares were issued to Soo Kim, the Company’s Chief Operating Officer and 100,000 of the SAR Shares were issued to Michael Ferris, the Company’s Director of IT Operations and Security ( SAR Share Recipients );
(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that:
(i) Soo Kim is a member of the Company’s Key Management Personnel by virtue of being Chief Operating Officer;
(ii) Michael Ferris is not a member of the Company’s Key Management Personnel, a substantial holder of the Company, adviser of the Company or an associate of any of these parties; and
(iii) Neither of the SAR Share Recipients were issued more than 1% of the issued capital of the Company;
(c) 887,053 SAR Shares were issued and the SAR Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the SAR Shares were issued on 20 January 2023;
(e) the SAR Shares were issued at a nil issue price, in lieu of a cash payment under the terms of stock appreciation rights issued to the employees. The Company has not and will not receive any other consideration for the issue of the SAR Shares;
(f) the purpose of the issue of the SAR Shares was to satisfy the Company’s obligations under the SAR Agreements; and

(g) the SAR Shares were issued to the SAR Share Recipients under the SAR Agreements with each of them. A summary of the material terms of the SAR Agreements is set out in Schedule 5.

9. RESOLUTION 8 – ADOPTION OF STOCK APPRECIATION RIGHTS PLAN

9.1 General

Resolution 8 seeks Shareholder approval for the adoption of an employee incentive scheme titled “Stock Appreciation Rights Plan” ( SAR Plan ) and for the issue of up to a maximum of 50,000,000 SAR Units under the SAR Plan in accordance with Listing Rule 7.2 (Exception 13(b)).

The objective of the SAR Plan is to attract, motivate and retain key employees in the United States and the Company considers that the adoption of the SAR Plan and the future issue of SAR Units under the SAR Plan will provide selected employees with the opportunity to participate in the future growth of the Company.

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 years before the date of issue of the securities, the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as exception to Listing Rule 7.1.

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 obtained pursuant 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.

If Resolution 8 is passed, the Company will be able to issue SAR Units under the SAR Plan to eligible participants over a period of 3 years. The issue of any SAR Units to eligible participants under the SAR Plan (up to the maximum number of SAR Units stated in Section 9.2(b) below) 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.

For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of SAR Units under the SAR Plan to a related party or a person whose relationship with the company or the related party is, in ASX’s opinion, such that approval should be obtained.

If Resolution 8 is not passed, the Company will be able to proceed with the issue of SAR Units under the SAR Plan to eligible participants, but any issues of SAR Units will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the SAR Units.

9.2 Technical information required by Listing Rule 7.2 (Exception 13)

Pursuant to and in accordance with Listing Rule 7.2 (Exception 13), the following information is provided in relation to Resolution 8:

(a) a summary of the key terms and conditions of the SAR Plan is set out in Schedule 6;
(b) the Company has issued SAR Units under the SAR Plan since the Company was admitted to the Official List; and
(c) the maximum number of SAR Units proposed to be issued under the SAR Plan, following Shareholder approval, is 50,000,000 SAR Units. It is not envisaged that the maximum number of SAR Units for which approval is sought will be issued immediately.

10. RESOLUTION 9 – ISSUE OF STOCK APPRECIATION RIGHTS UNITS TO DIRECTOR – TERRY ROBERTS

10.1 General

The Company has agreed, subject to Shareholder approval, to issue 25,029,711 Stock Appreciation Rights Units to Terry Roberts (or her nominee) on the terms and conditions set out below ( SAR Units ).

Resolution 9 seeks Shareholder approval for the issue of the SAR Units to Terry Roberts (or her nominee).

10.2 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of the SAR Units to Terry Roberts (or her nominee) constitutes giving a financial benefit and Terry Roberts is a related party of the Company by virtue of being a Director.

The Directors (other than Terry Roberts) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of SAR Units, because the agreement to issue the SAR Units, reached as part of the remuneration package for Terry Roberts, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

10.3 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;
10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
10.11.3 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 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
10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 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.

The issue of SAR Units 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.

Resolution 9 seeks the required Shareholder approval for the issue of the SAR Units under and for the purposes of Listing Rule 10.11.

10.4 Technical information required by Listing Rule 14.1A

If Resolution 9 is passed, the Company will be able to proceed with the issue of the SAR Units to Terry Roberts (or her nominee) 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 SAR Units (because approval is being obtained under Listing Rule 10.11), the issue of the SAR Units will not use up any of the Company’s 15% annual placement capacity.

If Resolution 9 is not passed, the Company will not be able to proceed with the issue of the SAR Units to Terry Roberts and the Company will have to look into alternative measures to remunerate Terry Roberts.

Resolution 9 is independent of Resolution 8.

10.5 Technical information required by Listing Rule 10.13

Pursuant to and in accordance with the requirements of Listing Rule 10.13, the following information is provided in relation to Resolution 9:

(a) the SAR Units will be issued to Terry Roberts (or her nominee), who falls within the category set out in Listing Rule 10.11.1 by virtue of Terry Roberts being a Director;
(b) the maximum number of SAR Units to be issued is 25,029,711;
(c) a summary of the material terms and conditions of the SAR Units is set out in Schedule 7;

(d) the SAR Units 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 Listing Rules);
(e) the issue price of the SAR Units will be nil, as such no funds will be raised from the issue of the SAR Units;
(f) the SAR Units are unquoted SAR Units. The Company has chosen to issue SAR Units to Terry Roberts for the following reasons:
(i) the SAR Units are unquoted, therefore, the issue of the SAR Units has no immediate dilutionary impact on Shareholders;
(ii) the issue of SAR Units to Terry Roberts will align the interests of Terry Roberts with those of Shareholders;
(iii) the issue of the SAR Units is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit 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 Terry Roberts;
(iv) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the SAR Units on the terms proposed;
(g) the current total remuneration package for Terry Roberts is US$195,388, comprising of salary of US$175,000 and other employment costs of US$20,388. If the SAR Units are issued, the total remuneration package of Terry Roberts will increase by US$187,803 to US$383,191, being the value of SAR units. The fair value of the Price SAR Units have been estimated using a Monte Carlo Simulation model and the fair value of annualised Revenue SAR Units have been estimated based on discounted present value of the agreed benefit;
(h) the SAR Units are being issued to Terry Roberts under the Roberts SAR Agreement. A summary of the material terms of the Roberts SAR Agreement is set out with the conditions of the SAR Units in Schedule 7; and
(i) a voting exclusion statement is included in Resolution 9 of the Notice.

11. RESOLUTION 10 – APPROVAL OF 7.1A MANDATE

11.1 General

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.

However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% ( 7.1A Mandate ).

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes.

As at the date of this Notice, the Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $15,647,108 (based on the number of Shares on issue and the closing price of Shares on the ASX on 23 March 2023).

Resolution 10 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

For note, a special resolution is a resolution requiring at least 75% of votes cast by shareholders present and eligible to vote at the meeting in favour of the resolution.

If Resolution 10 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 10 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A, and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

11.2 Technical information required by Listing Rule 7.1A

Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to Resolution 10:

(a) Period for which the 7.1A Mandate is valid

The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following:

(i) the date that is 12 months after the date of this Meeting;
(ii) the time and date of the Company’s next annual general meeting; and
(iii) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).

(b)

Minimum price

Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued for cash consideration at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or

(ii) if the Equity Securities are not issued within 10 trading days of the date in Section 11.2(b)(i), the date on which the Equity Securities are issued.

(c) Use of funds raised under the 7.1A Mandate

The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for general working capital or to otherwise fund the Company’s ongoing growth and development.

(d) Risk of Economic and Voting Dilution

Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 10 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue or proposed to be issued as at 23 March 2023.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate.

		Dilution	Dilution	Dilution	Dilution
Number of Shares on Issue (Variable A in Listing Rule 7.1A.2)		Shares issued – 10% voting dilution	Issue Price
			$0.033	$0.065	$0.10
			50% decrease	Issue Price	50% increase
			Funds Raised
Current	243,224,749 Shares	24,322,474 Shares	$802,641	$1,580,960	$2,383,602
50% increase	364,837,124 Shares	36,483,712 Shares	$1,203,962	$2,371,441	$3,575,403
100% increase	486,449,498 Shares	48,644,949 Shares	$1,605,283	$3,161,921	$4,767,205

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a prorata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

There are currently 243,224,749 Shares on issue comprising:
(a) 240,724,749 existing Shares as at the date of this Notice; and
(b) 2,500,000 Shares which will be issued if Resolution 5 is passed at this Meeting.
The issue price set out above is the closing market price of the Shares on the ASX on 23 March 2023 (being $0.065).

The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate.
The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.
The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A Mandate, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

(i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and
(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(e) Allocation policy under the 7.1A Mandate

The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors:

(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).

(f) Previous approval under Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 4 May 2022 ( Previous Approval ).

During the 12 month period preceding the date of the Meeting, being on and from 21 May 2022, the Company has not issued any Equity Securities pursuant to the Previous Approval.

11.3 Voting Exclusion Statement

As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.

12. RESOLUTION 11 – ADOPTION OF INCENTIVE PERFORMANCE RIGHTS AND OPTIONS PLAN

12.1 General

Resolution 11 seeks Shareholder approval for the adoption of the employee incentive scheme titled “Incentive Performance Rights and Options Plan” ( Plan ) and for the issue of up to a maximum of 20,000,000 Performance Rights and Options under the Plan in accordance with Listing Rule 7.2 (Exception 13(b)).

The objective of the Plan is to attract, motivate and retain key employees and the Company considers that the adoption of the Plan and the future issue of Performance Rights or Options under the Plan will provide selected employees with the opportunity to participate in the future growth of the Company.

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 obtained pursuant 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.

If Resolution 11 is passed, the Company will be able to issue Performance Rights and Options under the Plan to eligible participants over a period of 3 years. The issue of any Performance Rights or Options to eligible participants under the Plan (up to the maximum number of Securities stated in Section 12.2(c) below) 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.

For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of Performance Rights or Options

under the Plan to a related party or a person whose relationship with the company or the related party is, in ASX’s opinion, such that approval should be obtained.

If Resolution 11 is not passed, the Company will be able to proceed with the issue of Performance Rights and Options under the Plan to eligible participants, but any issues of Performance Rights or Options will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the Performance Rights or Options.

12.2 Technical information required by Listing Rule 7.2 (Exception 13)

Pursuant to and in accordance with Listing Rule 7.2 (Exception 13), the following information is provided in relation to Resolution 11:

(a) a summary of the key terms and conditions of the Plan is set out in Schedule 8;
(b) the Company has issued 3,000,000 Performance Rights under the Plan since the Plan was last approved by Shareholders on 21 May 2020; and
(c) the maximum number of Securities proposed to be issued under the Plan, following Shareholder approval, is 20,000,000 Securities. It is not envisaged that the maximum number of Securities for which approval is sought will be issued immediately.

GLOSSARY

$ means Australian dollars.
7.1A Mandate has the meaning given in Section 11.1.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

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 dependent 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 person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Whitehawk Limited (ACN 620 459 823).

Consortium Shares has the meaning given in Section 6.1.

Constitution means the Company’s constitution.

Consultancy Options has the meaning given in Section 7.1.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Initial Shares has the meaning given in Section 4.1.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or

if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Lind Partners means Lind Global Fund II, LP.

Listing Rules means the Listing Rules of ASX.

Meeting means the meeting convened by the Notice.

Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Plan has the meaning given in Section 12.1.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 31 December 2022.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

S3 Consortium means S3 Consortium Pty Ltd (ACN 135 239 968).

SAR has the meaning given in Section 8.1.

SAR Agreements has the meaning given in Section 8.1.

SAR Shares has the meaning given in Section 8.1.

SAR Share Recipients has the meaning given in Section 8.3.

SAR Plan has the meaning given in Section 9.1.

SAR Units has the meaning given in Section 10.1.

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

Share Subscription Agreement has the meaning given in Section 4.1.

SSA Options has the meaning given in Section 5.1.

Variable A means “A” as set out in the formula in Listing Rule 7.1A.2.

Viaticus means Viaticus Capital Pty Ltd (ACN 095 512 973).

WST means Western Standard Time as observed in Perth, Western Australia.

SCHEDULE 1 – SUMMARY OF THE SHARE SUBSCRIPTION AGREEMENT

Overview	The parties have entered into a share subscription agreement ("SSA”).
	Lind will pre-pay A$2,000,000 (“Advance Payment”) for a deemed value
	of A$2,200,000 (“Advance Payment Credit”), which may be used to
	subscribe to ordinary shares of the Company (“Subscription Shares”)
	within 24 months from the date of Advance Payment.
	The Investor and the Company may agree to fund additional A$1,000,000
	on pro-rata pricing and terms, upon mutual agreement after 180 days, or
	any other time upon mutual agreement.
Use of Proceeds	General working capital to support pipeline of cyber risk
	contract opportunities in Australia and the US.
Initial Shares	(a) On receipt of the Advance Payment, the Company will issue
	13,000,000 ordinary shares to investor (“Initial Shares”). Each Initial
	Share shall be deemed to be issued for the Fixed Purchase Price.
	The Initial Shares will reduce the Subscription Shares required to be
	issued under the SSA. The Initial Shares will be issued based on the
	Purchase Price as calculated at the time of payment.
	(b) After the termination of this Agreement the Investor must, subject to
	this clause 4 and there being no unused Advance Payment Credit,
	pay the Company the then current Purchase Price, multiplied by
	the Initial Share Number.
Subscription	Shares will be issued for the remaining amount of the Advance Payment
Shares	Credit (after issue of the Initial Shares) based on the Purchase Price
	defined below, within 24 months from the date of the Advance Payment.

	The Subscription Shares will also be subject to Lock Up Limit and Share
	Issuance Limit defined below.
	In the event of a termination of the SSA, Investor will make an additional
	payment to the Company equal to the Initial Shares (13 million) multiplied
	by the Purchase Price as calculated at the time of payment.
	Once the Advance Payment Credit is A$500,000 or less, any issue of
	shares will be offset against any remaining Initial Shares.
	If any Advance Payment Credit remains 24 months after the Advance
	Payment, it will be used to subscribe for Subscription Shares at that time at
	the Purchase Price. (i.e., no cash payment required).
Purchase Price	The Subscription Shares will be issued at the Purchase Price, defined as
	the following:
	(a) Fixed Subscription Price at A$0.10 per share (“Price A”); or
	(b) Variable Subscription Price of 90% of the average of the five lowest
	daily VWAPs during the 20 actual trading days prior to the date on
	which the Subscription Price is to be determined, rounded down to
	the lowest A$0,001 (“Price B”)
Lock Up Limit	For 150 days, Investor can only request share issuance at Price A.
Share Issuance Limit	The Purchase Price in relation to issue of the Subscription Shares will be
	limited (“Share Issuance Limit”) as follows:
	Months 1 – 5 Price A only
	Months 6 – 12 Price A – no limit
	Price B – limited to $150,000 per month Months 13 to 24 No limit
Options	Subject to obtaining shareholder approval at the next Annual General
	Meeting, the Company will issue 15,000,000 unlisted options, with exercise
	price of A$0.10 per option and expiration date of 36 months after issue.

	Where shareholder approval is not obtained, Lind may reduce the
	number of Initial Shares by 5,000,000 shares.
	Pro-rata options will be issued for follow-on tranches, subject to requisite
	shareholder approvals.
Company’s rights	Company’s option to pay in cash
	Company will have the right (but not the obligation) to forego issuing
	shares for any Investor request for share issuance and, instead, pay cash
	for the value of shares that would have been issued at the Purchase
	Price.
	Company buy-back right
	Company will have the right (but not the obligation) to repay 100% of the
	Investment amount outstanding (amount for which Shares have not yet
	been issued) at any time by providing notice to Investor and repaying
	that amount in cash (“Buy-Back Right”). Should Company exercise its
	Buy-Back Right, Investor will have the option to exclude up to 1/3 of the
	outstanding Investment amount from being repaid and receive shares at
	the Purchase Price.
	Company’s option to terminate
	Company will have the right to terminate the Agreement at any time.
Fees and expenses	3.0% fee of the Funded Amount (AU$60,000) will be deducted via offset of
	funds advanced.
	In addition, the Company shall make a non-refundable payment
	towards the Investor’s legal costs in the amount of AU$15,000 to a law
	firm designated by the Investor on execution of the Term Sheet.
	The private placement was arranged by Viaticus, as advisor to Whitehawk,
	for which Viaticus will receive a 1% transaction management fee.
Placement Capacity	The Options will be issued subject to shareholder approval.
	The Initial Shares will be issued pursuant to the Company’s placement
	capacity under ASX Listing Rule 7.1.
	If necessary, the Company will obtain a refreshment of its share capacity
	and an approval of the Agreement at its next shareholder meeting.
	The aggregate maximum number of Initial Shares and Subscription Shares
	that the Company will be required to issue under the SSA is 33,000,000
	Subscription Shares.
Shorting	Investor will not trade in the Company’s shares prior to the date of the
	Agreement and will only sell the Company’s shares if, at the time of the
	sale, it has a presently exercisable and unconditional right to vest the
	shares and otherwise complies with the requirements of the Corporations
	Act.
	Investor will be limited to selling no more than a total of AU$150,000 of
	Advanced Placement Shares within the first 150 days after closing;
	thereafter, these restrictions will no longer apply.
Other	There is no security provided by the Company in respect of the SSA. No
	interest is payable under the SSA.

SCHEDULE 2 – TERMS AND CONDITIONS OF SSA OPTIONS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b)

Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.10 ( Exercise Price )

(c)

Expiry Date

Each Option will expire at 5:00 pm (WST) on that date which is three (3) years from the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e)

Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f)

Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g)

Timing of issue of Shares on exercise

Within five Business Days after the Exercise Date, the Company will:

(i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company

must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j)

Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(k)

Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(l) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

SCHEDULE 3 – SUMMARY OF THE S3 CONSORTIUM MANDATE

A summary of the key terms of mandate between the Company and S3 Consortium ( Mandate ) are set out below.

Services	S3 Consortium agreed to provide digital marketing services, including digital marketing campaigns delivered through S3 Consortium’s digital advertising technology platform. Specific services include portfolio launches, creation and distribution of ongoing content.
Term	The Mandate commenced on 19 January 2023 (Commencement Date) and will continue for a term of 24 months.
Fees	In consideration for its services, the company agreed to pay/issue S3 Consortium: (a) 2,500,000 Shares; and (a) $25,000 GST in cash. The Shares issued pursuant to (a) above will be subject to the following voluntary escrow: (a) 625,000 Shares escrowed until 14 July 2023; (b) 625,000 Shares escrowed until 12 January 2024; (c) 625,000 Shares escrowed until 12 July 2024; and (d) 625,000 Shares escrowed until 10 January 2025.
Termination	(a) The Company may terminate the Mandate by giving S3 Consortium 45 day’s notice. (b) S3 Consortium may terminate the Mandate: (i) at any time by giving the Company ten (10) business days’ notice; or (ii) immediately if the Company is in breach of the Mandate or otherwise suffers an insolvency event. If S3 Consortium terminates the Mandate pursuant to (i) above, within six (6) months of the Commencement Date, S3 Consortium will: (i) sell the Consortium Shares and issue the funds to the Company (up to the maximum agreed fees); or (ii) pay the Company in cash any amounts not yet spent on marketing, at S3 Consortium’s discretion.

The Mandate otherwise contains standard terms and conditions for an agreement of its nature.

SCHEDULE 4 – SUMMARY OF THE CONSULTANCY MANDATE

A summary of the key terms of the consultancy mandate between the Company and Viaticus ( Consultancy Mandate ) are set out below.

Services	Viaticus agreed to provide corporate finance advice to the Company, including providing assistance with the Company’s road shows in Australia, continental Europe and the United States.
Term	The Mandate commenced on 1 January 2023 (Commencement Date) and may be renewed annually by mutual agreement of the parties in writing or otherwise terminated in accordance with the terms and conditions of the Consultancy Mandate.
Fees	In consideration for its services, the company agreed to pay Viaticus: (a) a monthly retainer of US$5,000 during the Term; (b) if the lead consultant or another employee of Viaticus accompanies the Company on a road show to investors introduced by or through Viaticus, in Australia, Continental Europe or the United States, a daily fee of US$500 (plus GST); (c) a capital raising fee of 6% of the amount invested by each investor, introduced by or through Viaticus, in a capital raising of the Company; and (d) a transaction management fee of 1% of the amount invested by a broker or licenced fund manager, introduced by or through Viaticus, in a capital raising of the Company.
Options	In addition to the consideration above, the Company agreed, subject to shareholder approval, to issue Viaticus 7,500,000 Consultancy Options.
Expenses	The Company agreed to reimburse Viaticus for all expenses incurred in carrying out its role under the Consultancy Mandate, with the prior approval of the CEO or the Board of the Company.
Termination	(a) The Consultancy Mandate may be terminated by the Company by notice in writing to Viaticus if at any time Viaticus commits a material or substantial breach of the Consultancy Mandate. (b) Either party may terminate the Consultancy Mandate at any time by providing at least three (3) months’ notice in writing to the other party.

The Consultancy Mandate otherwise contains standard terms and conditions for an agreement of its nature.

SCHEDULE 5 – SUMMARY OF THE SAR AGREEMENTS

A summary of the key terms of the SAR Agreements with Soo Kim and Michael Ferris are set out below. Whilst two separate SAR Agreements have been entered into, all the terms and conditions other than the Vesting Conditions and base price are the same for both SAR Agreements.

Vesting Conditions	Soo Kim SAR Units: (a) 5,000,000 SAR Units will vest on the date on which the five (5) day volume weighted average price of Shares (Fair Market Value) appreciates by $0.05 over the base price of $0.14 (Base Price) per SAR Unit, subject to Ms Kim’s continued employment with the Company; (b) 500,000 SAR Units will vest on the first anniversary of 1 January 2021 (Vesting Inception Date), subject to Ms Kim’s continued employment with the Company; and (c) 500,000 SAR Units will vest on the second anniversary of the Vesting Inception Date, subject to Ms Kim’s continued employment with the Company. Michael Ferris SAR Units: (a) 100,000 SAR Units will vest on 1 January 2023 (Vesting Inception Date), subject to Mr Ferris’ continued employment with the Company; (b) 50,000 SAR Units will vest on the first anniversary of the Vesting Inception Date, subject to Mr Ferris’ continued employment with the Company; (c) 50,000 SAR Units will vest on the second anniversary of the Vesting Inception Date, subject to Mr Ferris’ continued employment with the Company; (d) 50,000 SAR Units will vest on the third anniversary of the Vesting Inception Date, subject to Mr Ferris’ continued employment with the Company; and (e) 50,000 SAR Units will vest on the forth anniversary of the Vesting Inception Date, subject to Mr Ferris’ continued employment with the Company.
Payment of Vested SAR Units	The Company agreed to pay the SAR Share Recipient the aggregate value of SAR Units no later than twenty (20) business days from the vesting date in cash or Shares, based on the Fair Market Value of Shares on the Vesting Date.
Forfeiture	(a) Upon termination of the SAR Share Recipient’s employment with the Company, any unvested portion of SAR Units will terminate and any unexercised or unpaid SAR Units will be forfeited. (b) If the SAR Share Recipient breaches any agreement prohibiting or restricting the release of confidential information regarding the Company, solicitation of employees or customers of the Company or competition against the Company, any SAR Units not yet paid will be forfeited. (c) Subject to the SAR Share Recipient’s continued employment, upon a change of control of the Company, SAR Units will become fully vested.

Vesting
Conditions

Soo Kim SAR Units:
(a)
5,000,000 SAR Units will vest on the date on which the five (5) day
volume weighted average price of Shares (Fair Market Value)
appreciates by $0.05 over the base price of $0.14 (Base Price) per
SAR Unit, subject to Ms Kim’s continued employment with the
Company;
(b)
500,000 SAR Units will vest on the first anniversary of 1 January 2021
(Vesting Inception Date), subject to Ms Kim’s continued employment
with the Company; and
(c)
500,000 SAR Units will vest on the second anniversary of the Vesting
Inception Date, subject to Ms Kim’s continued employment with the
Company.
Michael Ferris SAR Units:
(a)
100,000 SAR Units will vest on 1 January 2023 (Vesting Inception Date),
subject to Mr Ferris’ continued employment with the Company;
(b)
50,000 SAR Units will vest on the first anniversary of the Vesting
Inception Date, subject to Mr Ferris’ continued employment with the
Company;
(c)
50,000 SAR Units will vest on the second anniversary of the Vesting
Inception Date, subject to Mr Ferris’ continued employment with the
Company;
(d)
50,000 SAR Units will vest on the third anniversary of the Vesting
Inception Date, subject to Mr Ferris’ continued employment with the
Company; and
(e)
50,000 SAR Units will vest on the forth anniversary of the Vesting
Inception Date, subject to Mr Ferris’ continued employment with the
Company.

Payment of
Vested SAR Units

The Company agreed to pay the SAR Share Recipient the aggregate value
of SAR Units no later than twenty (20) business days from the vesting date in
cash or Shares, based on the Fair Market Value of Shares on the Vesting Date.

Forfeiture

(a)
Upon termination of the SAR Share Recipient’s employment with the
Company, any unvested portion of SAR Units will terminate and any
unexercised or unpaid SAR Units will be forfeited.
(b)
If the SAR Share Recipient breaches any agreement prohibiting or
restricting the release of confidential information regarding the
Company, solicitation of employees or customers of the Company
or competition against the Company, any SAR Units not yet paid will
be forfeited.
(c)
Subject to the SAR Share Recipient’s continued employment, upon
a change of control of the Company, SAR Units will become fully
vested.

SCHEDULE 6 – SUMMARY OF THE SAR PLAN

The key terms of the SAR Plan are as follows:

Purpose	The purpose of the SAR Plan is to provide deferred compensation to selected employees of the Company, create incentives for participating employees to improve Shareholder value and attract, retain and reward the best available persons for positions of substantial responsibility.
Grant of SAR Units	(a) The Board may, in its sole discretion, choose to select employees or classes of employees to participate in the SAR Plan. (b) The grant of SAR Units will be evidence by a grant agreement between the Company and the grantee, setting out the terms and conditions (including the vesting conditions) of the SAR Units. (c) The SAR Units will be issued for no consideration. (d) The SAR Units granted to a grantee will be credited to an SAR Unit account established by the Company.
Value of SAR Units	The Value of any SAR Unit is the amount by which the Fair Market Value of one Share on such date exceeds the Base Price of the SAR Unit.
Voting and dividend rights	The SAR Units do not entitle the grantee to receive any dividends or voting rights.
Termination of continuous service	In the event that the grantee’s continuous service is terminated, any unvested SAR Units will be forfeited.
Transfer of SAR Units	SAR Units, and any rights and privileges attaching to the SAR Rights, may not be transferred, assigned or pledged in any manner (other than by will or by the laws of descent and distribution)
Changes in capital and corporate structure	In the event of a reorganisation, recapitalisation, share split, share dividend, consolidation, or any other change in the corporate structure of the Company, the Board will make such adjustments as deemed appropriate and equitable in the number of SAR Units and the Shares to which the SAR Units relate.
Termination and modification of the SAR Plan	The Board may terminate the SAR Plan without Shareholder approval. However, any modification of the SAR Plan will not become effective without prior Shareholder approval.
SAR Plan Limit	The maximum number of SAR Units that may be awarded under the SAR Plan shall not exceed an aggregate of 50,000,000 SAR Units.

SCHEDULE 7 – TERMS AND CONDITIONS OF ROBERTS SAR AGREEMENT AND SAR UNITS

Nature of SAR Unit	“SAR Unit” shall mean a bookkeeping entry, credited to a SAR Unit Account established by the Company on behalf of Grantee, which is equivalent in certain respects to the appreciation in value of one fully paid ordinary share (“Common Stock”) over the Base Price per SAR Unit, without transferring to Grantee any of the attributes of ownership of a share of Common Stock. SAR Units shall be denominated either “Price SAR Units” or “Revenue SAR Units” of varying classes, depending on the applicable milestones that apply to each SAR Unit.
Base Price	The Base Price per SAR Unit is $0.076.
Fair Market Value	The Fair Market Value is the five (5) fay volume-weighted average price of Shares.
Vesting Conditions - Price SAR Units	(a) Upon, the first date that the Fair Market Value of the Common Stock appreciates and exceeds AU$0.209, provided Grantee has continued in the employment of the Corporation or any Affiliate of the Corporation from the Grant Date through such date, 7,857,143 SAR Units shall become vested with an expiration date of June 1, 2027. (b) Upon, the first date that the Fair Market Value of the Common Stock appreciates and exceeds AU$0.285, provided Grantee has continued in the employment of the Corporation or any Affiliate of the Corporation from the Grant Date through such date, 6,818,182 SAR Units shall become vested with an expiration date of June 1, 2027. (c) Upon, the first date that the Fair Market Value of the Common Stock appreciates and exceeds AU$0.361, provided Grantee has continued in the employment of the Corporation or any Affiliate of the Corporation from the Grant Date through such date, 6,333,333 SAR Units shall become vested with an expiration date of June 1, 2027. (d) Upon, the first date that the Fair Market Value of the Common Stock appreciates and exceeds AU$0.437, provided Grantee has continued in the employment of the Corporation or any Affiliate of the Corporation from the Grant Date through such date, 2,421,053 SAR Units shall become vested with an expiration date of June 1, 2027.
Vesting Conditions - Revenue SAR Units	(a) Class A Revenue SAR Units- Upon the release of WHK’s annual report, provided that the Grantee has continued in the employment of the Corporation or any Affiliate of the Corporation from the Grant Date through such date: (i) 160,000 Class A Revenue SAR Units shall vest if Annual Revenue for the year ended December 31, 2023 is greater than US$4,822,949; (ii) 160,000 Class A Revenue SAR Units shall vest if Annual Revenue for the year ended December 31, 2024 is greater than US$4,822,949;

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(iii) 160,000 Class A Revenue SAR Units shall vest if Annual Revenue for the year ended December 31, 2025 is greater than US$4,822,949; and
(iv) 160,000 Class A Revenue SAR Units shall vest if Annual Revenue for the year ended December 31, 2026 is greater than US$4,822,949.
(v) Each Class A Revenue SAR Unit will expire on June 1, 2027.
(b) Class B Revenue SAR Units - Upon the release of WHK’s annual report, provided that the Grantee has continued in the employment of the Corporation or any Affiliate of the Corporation from the Grant Date through such date: (i) 80,000 Class B Revenue SAR Units shall vest if Annual Revenue for the year ended December 31, 2023 is greater than US$5,626,773;
(ii) 80,000 Class B Revenue SAR Units shall vest if Annual Revenue for the year ended December 31, 2024 is greater than US$5,626,773;
(iii) 80,000 Class B Revenue SAR Units shall vest if Annual Revenue for the year ended December 31, 2025 is greater than US$5,626,773;
(iv) 80,000 Class B Revenue SAR Units shall vest if Annual Revenue for the year ended December 31, 2026 is greater than US$5,626,773;
(v) Each Class B Revenue SAR Unit will expire on June 1, 2027.
(c) Class C Revenue SAR Units - Upon the release of WHK’s annual report, provided that the Grantee has continued in the employment of the Corporation or any Affiliate of the Corporation from the Grant Date through such date: (i) 80,000 Class C Revenue SAR Units shall vest if Annual Revenue for the year ended December 31, 2023 is greater than US$6,430,598;
(ii) 80,000 Class C Revenue SAR Units shall vest if Annual Revenue for the year ended December 31, 2024 is greater than US$6,430,598;
(iii) 80,000 Class C Revenue SAR Units shall vest if Annual Revenue for the year ended December 31, 2025 is greater than US$6,430,598;
(iv) 80,000 Class C Revenue SAR Units shall vest if Annual Revenue for the year ended December 31, 2026 is greater than US$6,430,598;
(v) Each Class C Revenue SAR Unit will expire on June 1, 2027.
(d) Class D Revenue SAR Units - Upon the release of WHK’s annual report, provided that the Grantee has continued in the employment of the Corporation or any Affiliate of the Corporation from the Grant Date through such date: (i) 80,000 Class D Revenue SAR Units shall vest if Annual Revenue for the year ended December 31, 2023 is greater than US$7,234,423;
(ii) 80,000 Class D Revenue SAR Units shall vest if Annual Revenue for the year ended December 31, 2024 is greater than US$7,234,423;

	(iii) 80,000 Class D Revenue SAR Units shall vest if Annual Revenue for the year ended December 31, 2025 is greater than US$7,234,423; (iv) 80,000 Class D Revenue SAR Units shall vest if Annual Revenue for the year ended December 31, 2026 is greater than US$7,234,423; (v) Each Class D Revenue SAR Unit will expire on June 1, 2027.
Payment for Vested Price SAR Units	(a) The Grantee shall be issued an amount of Common Stock in WHK or cash (or combination of shares and cash) equal to the Price SAR Unit Value upon the vesting of any Price SAR Units. (b) The “Price SAR Unit Value” is the difference between the target Fair Market Value of one share of the Corporation’s Common Stock and the Base Price of the Price SAR Unit multiplied by the number of vested Price SAR Units, where: (i) the “Base Price” is AU$0.076; and (ii) the “Fair Market Value” is the five-day VWAP of WHK Common Stock at the vesting date.
Payment for Vested Revenue SAR Units	(a) The Grantee shall be issued an amount of Common Stock in WHK or cash (or combination of shares and cash) equal to the Revenue SAR Unit Value upon the vesting of any Revenue SAR Units. (b) The “Revenue SAR Unit Value” is Australian dollar amount equal to the number of vested Revenue SAR Units.
Form and effect of payment	Any payment that comes due for vested SAR Units shall be made in a cash lump sum or at the discretion of the Company number of Common Stock in WHK (or combination of cash and Common Stocks) equal to Price SAR Unit Value or Revenue SAR Unit Value divided by Fair Market Value on the vesting date.
Transferability	SAR Units granted hereunder, and any rights and privileges pertaining thereto, may not be transferred, assigned, pledged or hypothecated in any manner, by operation of law or otherwise, other than by will or by the laws of descent and distribution, and shall not be subject to execution, attachment or similar process.
Termination of Employment	Any unvested portion of the SAR Units shall terminate upon termination of Grantee’s employment with the Corporation or an Affiliate for any reason.
Breach of confidentiality/noncompete provisions	Any portion of the SAR Units not yet paid, whether vested or not, shall be forfeited in the event that the Grantee at any time violates or breaches in any manner any agreement prohibiting and/or restricting any of the following: (i) release of confidential information regarding the Corporation, its employees or its customers, (ii) solicitation of employees or customers of the Corporation or (iii) competition against the Corporation.
Change of control	The SAR Units shall become vested fully vested upon a Change in Control, provided Grantee has continued in the employment of the Company or any affiliate of the Company.

SCHEDULE 8 – TERMS AND CONDITIONS OF PERFORMANCE RIGHTS PLAN

The key terms of the Performance Rights and Option Plan are as follows:

(a) Eligibility

Participants in the Plan may be:

(i) a Director (whether executive or non-executive) of the Company and any associated body corporate of the Company (each a Group Company);
(ii) a full or part time employee of any Group Company;
(iii) a casual employee or contractor of a Group Company to the extent permitted by ASIC Class Order 14/1000 as amended or replaced (Class Order); or
(iv) a prospective participant, being a person to whom the offer is made but who can only accept the offer if an arrangement has been entered into that will result in the person becoming a participant under subparagraphs (i), (ii) or (iii)above,

who is declared by the Board to be eligible to receive grants of Awards under the Plan ( Eligible Participants ).

(b)

Offer

The Board may, from time to time, in its absolute discretion, make a written offer to any Eligible Participant (including an Eligible Participant who has previously received an offer) to apply for Awards, upon the terms set out in the Plan and upon such additional terms and conditions as the Board determines ( Offer ).

(c)

Plan limit

The Company must have reasonable grounds to believe, when making an offer, that the number of Shares to be received on exercise of Awards offered under an offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on the Class Order at any time during the previous 3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the offer.

(d) Issue price

Unless the Awards are quoted on the ASX, Awards issued under the Plan will be issued for no more than nominal cash consideration.

(e) Vesting Conditions

An Award may be made subject to vesting conditions as determined by the Board in its discretion and as specified in the offer for the Awards (Vesting Conditions).

(f) Vesting

The Board may in its absolute discretion (except in respect of a change of control occurring where Vesting Conditions are deemed to be automatically waived) by written notice to a Participant (being an Eligible Participant to whom Awards have been granted under the Plan or their nominee where the Awards have been granted to the nominee of the Eligible Participant (Relevant Person)), resolve to waive any of the Vesting Conditions applying to Awards due to:

(i) special circumstances arising in relation to a Relevant Person in respect of those Performance Rights, being:

(A) a Relevant Person ceasing to be an Eligible Participant due to:
(I) death or total or permanent disability of a Relevant Person; or
(II) retirement or redundancy of a Relevant Person;
(B) a Relevant Person suffering severe financial hardship;
(C) any other circumstance stated to constitute “special circumstances” in the terms of the relevant Offer made to and accepted by the Participant;
(D) any other circumstances determined by the Board at any time (whether before or after the Offer) and notified to the Relevant Participant which circumstances may relate to the Participant, a class of Participant, including the Participant or particular circumstances or class of circumstances applying to the Participant;
(E) a change of control occurring; or
(F) the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company.

(g)

Lapse of an Award

An Award will lapse upon the earlier to occur of:

(i) an unauthorised dealing, or hedging of, the Award occurring;
(ii) a Vesting Condition in relation to the Award is not satisfied by its due date, or becomes incapable of satisfaction, as determined by the Board in its absolute discretion, unless the Board exercises its discretion to waive the Vesting Condition and vest the Award;
(iii) in respect of unvested Awards only, an Eligible Participant ceases to be an Eligible Participant, unless the Board exercises its discretion to vest the Award in the circumstances set out in paragraph (f) or the Board resolves, in its absolute discretion, to allow the unvested Awards to remain unvested after the Relevant Person ceases to be an Eligible Participant;
(iv) in respect of vested Awards only, a relevant person ceases to be an Eligible Participant and the Award granted in respect of that person is not exercised within a one (1) month period (or such later date as the

Board determines) of the date that person ceases to be an Eligible Participant;

(v) the Board deems that an Award lapses due to fraud, dishonesty or other improper behaviour of the Eligible Participant;
(vi) the Company undergoes a change of control or a winding up resolution or order is made and the Board does not exercise its discretion to vest the Award; and
(vii) the expiry date of the Award.

(h)

Shares resulting from the exercise of the Awards shall, subject to any Sale Restrictions (refer paragraph (i)) from the date of issue, rank on equal terms with all other Shares on issue.

(i)

Sale Restrictions

The Board may, in its discretion, determine at any time up until exercise of Awards, that a restriction period will apply to some or all of the Shares issued to an Eligible Participant (or their eligible nominee) on exercise of those Awards up to a maximum of five (5) years from the grant date of the Awards. In addition, the Board may, in its sole discretion, having regard to the circumstances at the time, waive any such restriction period determined.

(j)

No Participation Rights

There are no participating rights or entitlements inherent in the Awards and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Awards.

(k)

Change in exercise price of number of underlying securities

Unless specified in the offer of the Awards and subject to compliance with the ASX Listing Rules, an Award does not confer the right to a change in exercise price or in the number of underlying Shares over which the Award can be exercised.

(l)

Reorganisation

If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder of an Award are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

(m)

Trust

The Board may, at any time, establish a trust for the sole purpose of acquiring and holding Shares in respect of which a Participant may exercise, or has exercised, vested Awards, including for the purpose of enforcing the disposal restrictions and appoint a trustee to act as trustee of the trust. The trustee will hold the Shares as trustee for and on behalf of a Participant as beneficial owner upon the terms of the trust. The Board may at any time amend all or any of the provisions of the Plan to effect the establishment of such a trust and the appointment of such a trustee.

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AI assistant

WHITEHAWK LIMITED — AGM Information 2023

66062_rns_2023-04-05_0f08de38-7fdc-4974-ae9b-49aeb790c526.pdf

2023 ANNUAL GENERAL MEETING