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WHITEHAWK LIMITED AGM Information 2026
66062_rns_2026-04-28_eb2f3002-8d9d-47f3-8c1a-a95cdc2204b8.pdf
AGM Information
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WHITEHAWK LIMITED
ACN 620 459 823
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME: 9:00am (AEST)
DATE: Friday, 29 May 2026
PLACE: The Meeting will be held online. To attend the Meeting, please use the following link and follow the instructions set out in this Notice:
https://us06web.zoom.us/webinar/register/WN_2D2bN8I6SDqOacFakorN1Q
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 Wednesday, 27 May 2026.
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BUSINESS OF THE MEETING
AGENDA
FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company for the financial year ended 31 December 2025 together with the declaration of the Directors, the Director's report, the Remuneration Report and the auditor's report.
1. 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 2025."
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
2. RESOLUTION 2 – ELECTION OF LISA WADE WHO HAS BEEN NOMINATED BY A SHAREHOLDER
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 15.3 of the Constitution, Listing Rule 14.3 and for all other purposes, Lisa Wade, a Director, retires by rotation, and being eligible, is re-elected as a Director."
3. RESOLUTION 3 – ELECTION OF DEMETRIO RUSSO WHO HAS BEEN NOMINATED BY A SHAREHOLDER
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 15.3 of the Constitution, Listing Rule 14.3 and for all other purposes, Demetrio Russo, a Director, retires by rotation, and being eligible, is re-elected as a Director."
4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER THE PLACEMENT – LISTING RULE 7.1
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 128,596,134 Shares on the terms and conditions set out in the Explanatory Statement."
5. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER THE PLACEMENT – LISTING RULE 7.1A
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 85,689,580 Shares on the terms and conditions set out in the Explanatory Statement."
6. RESOLUTION 6 – APPROVAL TO ISSUE OPTIONS UNDER THE PLACEMENT
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 107,142,857 Options to the Placement Participants on the terms and conditions set out in the Explanatory Statement."
- RESOLUTION 7 – APPROVAL TO ISSUE OPTIONS TO GBA CAPITAL
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 32,142,858 Options to GBA Capital (or its nominee/s) on the terms and conditions set out in the Explanatory Statement."
- RESOLUTION 8 – APPROVAL TO ISSUE SHARES TO GIUSEPPE PORCELLI
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 15,000,000 Shares to Giuseppe Porcelli (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement."
- RESOLUTION 9 – 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."
Dated: 29 April 2026
Voting Prohibition Statements
| Resolution 1 - Adoption of Remuneration Report | In accordance with sections 250(BD)(2) and 250R, a vote on this Resolution must not be cast: (a) by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member, regardless of the capacity in which the vote is cast; or (b) as a proxy by a member of the Key Management Personnel at the date of the Meeting, or their Closely Related Parties. However, a person (the voter) 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 - Approval to issue Shares to Giuseppe Porcelli | 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. |
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 4 - Ratification of prior issue of Shares under the Placement – Listing Rule 7.1 | The Placement Participants or any other person who participated in the issue or an associate of that person or those persons. |
|---|---|
| Resolution 5 - Ratification of prior issue of Shares under the Placement – Listing Rule 7.1A | The Placement Participants or any other person who participated in the issue or an associate of that person or those persons. |
| Resolution 6 - Approval to Issue Options under the Placement | 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) or an associate of that person (or those persons). |
| Resolution 7 - Approval to Issue Options to GBA Capital | GBA Capital or any other 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) or an associate of that person (or those persons). |
| Resolution 8 - Approval to Issue Shares to Giuseppe Porcelli | Giuseppe Porcelli (or their nominee(s)) 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. |
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 and online attendance
How to attend the Meeting
To attend the Meeting, please pre-register in advance for the Meeting via the following link: https://us06web.zoom.us/webinar/register/WN_2D2bN8I6SDqOacFakorN1Q
After online registration, a confirmation of registration and information on how to attend the virtual Meeting will be provided.
Participating in the Meeting
Shareholders and proxyholders attending the Meeting may submit questions in advance of the Meeting by emailing their questions to [email protected].
Shareholders and proxyholders may also vote on the Resolutions in real time during the Meeting and may ask questions online once they have been verified. It may not be possible to respond on all questions raised during the Meeting and therefore Shareholders are encouraged to submit questions prior to the Meeting before 5:00pm (AEST) on Wednesday, 27 May 2026.
How to vote online at the Meeting
To vote at the Meeting, you can log in by entering https://meetnow.global/MFJPD5J on your computer, tablet or smartphone. Online registration will open 30 minutes before the Meeting.
To make the registration process quicker, please have your SRN/HIN and registered postcode or country code ready. Proxyholder will need to contact Computershare prior to the Meeting to obtain their login details.
To vote online at the Meeting, please follow the instructions below:
Step 1: Click on 'Join Meeting Now'
Step 2: Enter your SRN/HIN
Proxyholders will need to contact Computershare on +61 3 9415 4024 prior to the Meeting to obtain their login details
Step 3: Enter your postcode registered to your holding if you are an Australian security holder. If you are an overseas securityholder select the country of your registered holding from the drop-down list
Step 4: Accept the Terms and Conditions and 'Click Continue'.
You can cast votes at the appropriate times while the Meeting is in progress.
Voting by proxy
If you are unable to participate in the Meeting, you are encouraged to appoint a proxy to participate and vote on your behalf. If you direct your proxy on how to vote, your votes will be cast at the Meeting in accordance with your directions.
To vote by proxy, please complete your Proxy Form online by visiting www.investorvote.com.au, or by post, fax, 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.
Completed Proxy Forms (and any necessary supporting documents) must be received by the Company's share registry no later than 5:00pm (AEST) on Wednesday, 27 May 2026. Even if you plan to participate in the Meeting online, we encourage you to submit your proxy vote as early as possible so that your vote will be counted if for any reason you cannot participate on the day of the Meeting.
Voting in person
In accordance with the Company's Constitution, the Directors have elected to hold the Meeting virtually and therefore Shareholders will not be able to physically attend the Meeting in person.
Accordingly, the Directors strongly encourage all Shareholders to either lodge a directed Proxy Form prior to the Meeting or attend and vote online at the Meeting in accordance with the instructions set out above in this Notice.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 2 9713 9495.
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.
- 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 2025 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/whitehawk-limited.
- 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 to 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.
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- RESOLUTION 2 – ELECTION OF LISA WADE WHO HAS BEEN NOMINATED BY A SHAREHOLDER
3.1 General
Pursuant to clause 15.3 of the Constitution, the Company may elect a person as a Director at a general meeting on the basis that a nomination has been received in accordance with the Constitution. Kathryn Valerie Van Der Zwan nominated Lisa Wade as a Director and Ms Wade subsequently consented to act as a Director within the time prescribed under the Constitution.
Further information in relation to Lisa Wade is set out below.
| Qualifications, experience and other material directorships | Lisa Wade is a senior financial services executive with over 30 years of experience spanning global financial markets, funds management, investment banking, derivatives trading, ESG product development, real-world asset tokenisation, and digital asset management. She was named FinTech Australia's Female FinTech Leader of the Year in 2024.
Ms Wade served as Chief Executive Officer and Chief Investment Officer of DigitalX Limited (ASX: DCC) from February 2022 to September 2024. During her tenure, DigitalX successfully launched the BTXX Bitcoin ETF on the ASX in July 2024, which was described as a watershed moment for the firm. She was responsible for the management of four investment funds and led the Company through the adoption of the World Economic Forum ESG framework.
Prior to joining DigitalX, Ms Wade served as Head of Digital Innovation and Sustainability (and Director, Product and Channel Development) at National Australia Bank (NAB), where she led blockchain securities and platform development. She authored Project Atom, the Reserve Bank of Australia's Central Bank Digital Currency research project in collaboration with the Commonwealth Bank of Australia and Perpetual, and co-founded Carbonplace (formerly Global Project Carbon), a tokenised voluntary carbon credit platform with CIBC, NatWest, NAB and others. She also co-created NAB's award-winning Low Carbon Shared Platform, and served as Co-Chair of NAB Pride.
As Head of Community Assets at Bendigo Bank (2013–2016), Ms Wade led ESG product development strategy, co-created Community Super, developed Australia's first Community Assets investment heatmap (with Climateworks) and co-created a world-first community micro-grid renewable energy investment model.
Ms Wade is a co-founder of Arkx Investment Management (2006–2009), Australia's first dedicated carbon fund, which achieved approximately 20% outperformance against the MSCI World Index, secured IAG as cornerstone investor, and negotiated a strategic stake sale to Ascalon (Westpac). She also co-founded Change Investment Management (later Ecofin Australia) in 2009, and Australia's first Clean Energy Equity Fund in 2007.
Earlier in her career, Ms Wade served as Director, Equities at Citigroup, specialising in Index Arbitrage, Program Trading, OTC Derivatives and Market Making, and as Global Portfolio Manager and Options Market Maker at the ESCOR Group.
Ms Wade is founder of NEOMI, a tokenisation auction platform for impact investment, and co-creator of impactio, a blockchain impact investment platform piloted by WWF and Cartoys. She was formerly Director / Co-Chair of the Digital |
| --- | --- |
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| | Economy Council of Australia (DECA, formerly Blockchain Australia) from 2018 to 2025.
Ms Wade holds current appointments as Senior Adviser to Cloudtech Global, a Board member of the ACS Blockchain Board, a member of the Digital Finance CRC Commercialisation Board, Board Director of Assetona, and Chair of blockchain and AI startup Fableration. She is a Climate Reality Leader under AI Gore's initiative and an Earth Hour ambassador.
Ms Wade does not currently hold any other listed company directorships. |
| --- | --- |
| Independence | If elected, the Board considers that Ms Lisa Wade will be an independent Director. |
| Other material information | The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person's experience, educational qualifications, character, criminal record and bankruptcy history. The Company was not able to undertake these checks prior to issuing this Notice. |
| Board recommendation | Having received an acknowledgement from Ms Wade that they will have sufficient time to fulfil their responsibilities as a Director and on the basis that the Board considers that the skill and experience of Ms Wade will enhance the Board's ability to perform its role, the Directors recommend that Shareholders vote in favour of this Resolution. |
3.2 Technical information required by Listing Rule 14.1A
If this Resolution is passed, Ms Wade will be elected to the Board as an independent Director.
If this Resolution is not passed, Ms Wade will not join the Board as an independent Director.
4. RESOLUTION 3 – ELECTION OF DEMETRIO RUSSO WHO HAS BEEN NOMINATED BY A SHAREHOLDER
4.1 General
Pursuant to clause 15.3 of the Constitution, the Company may elect a person as a Director at a general meeting on the basis that a nomination has been received in accordance with the Constitution. 10 Bolivianos Pty Ltd (ACN 620 725 902) nominated Demetrio Russo as a Director and Mr Russo subsequently consented to act as a Director within the time prescribed under the Constitution.
Further information in relation to Mr Russo is set out below.
| Qualifications, experience and other material directorships | Demetrio Russo is a global telecom and digital platform executive with over 25 years of leadership across North America, Europe and the GCC, with a proven track record of scaling businesses, leading turnarounds and driving large-scale transformation in complex and highly competitive markets.
Mr Russo served as Vice President at Nokia Corporation, with full P&L accountability for a €600M multi-country business, where he led a successful turnaround, restored growth and strengthened long-term profitability across diverse regulatory and economic environments. He brings a unique combination of commercial leadership, operational execution and strategic repositioning, managing high-value, multi-year engagements with Tier-1 customers and consistently delivering double-digit growth and margin expansion. |
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His experience spans regional and global leadership roles driving performance across multi- country organisations, business transformation shifting models toward services, platforms and recurring revenue, and strategic partnerships and joint ventures enabling market expansion and capability building.
In addition to corporate leadership, Mr Russo is a founder and operator, having built and successfully exited an enterprise technology platform, and currently leading initiatives focused on artificial intelligence, digital platforms and technology sovereignty.
Mr Russo currently works at the intersection of AI, enterprise transformation and ecosystem development, helping organisations translate emerging technologies into scalable, secure and commercially viable platforms. He collaborates closely with boards, investors, governments and executive teams to structure partnerships, lead complex negotiations and build high-performing organisations with measurable impact.
Mr Russo is an Italian citizen, Canadian Permanent Resident and UAE Golden Visa holder.
| Independence | If elected, the Board considers that Mr Demetrio Russo will be an independent Director. |
|---|---|
| Other material information | The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person's experience, educational qualifications, character, criminal record and bankruptcy history. The Company was not able to undertake these checks prior to issuing this Notice. |
| Board recommendation | Having received an acknowledgement from Mr Russo that they will have sufficient time to fulfil their responsibilities as a Director and on the basis that the Board considers that he skill and experience of Mr Russo will enhance the Board's ability to perform its role, the Directors recommend that Shareholders vote in favour of this Resolution. |
4.2 Technical information required by Listing Rule 14.1A
If this Resolution is passed, Mr Russo will be elected to the Board as an independent Director.
If this Resolution is not passed, Mr Russo will not join the Board as an independent Director.
5. BACKGROUND TO RESOLUTIONS 4 TO 7
On 15 April 2026, the Company announced that it had secured commitments from sophisticated and professional investors (Placement Participants) to raise approximately $1,500,000 (before costs) via placement (Placement) of 214,285,714 Shares at an issue price of $0.007 per Share, together with one free attaching Options for every two Shares subscribed for and issued, exercisable at $0.013 each and expiring on the date that is three years from the date of issue. The issue of the free attaching Options are subject to Shareholder approval (being the subject of Resolution 6). Subject to the ASX Listing Rules, the Company will apply for quotation of the Options.
On 22 April 2026, the Company issued 128,596,134 Shares pursuant to the Company's capacity under Listing Rule 7.1 (being, the subject of Resolution 4) and 85,689,580 Shares pursuant to the Company's placement capacity under Listing Rule 7.1A (being, the subject of Resolution 5).
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5.1 Lead Manger
The Company engaged GBA Capital Pty Ltd (GBA Capital) to act as sole lead manager to the Placement pursuant to a lead manager mandate between the Company and GBA Capital (Lead Manager Mandate).
Pursuant to the Lead Manager Mandate, in consideration for lead manager services provided in respect of the Placement, the Company agreed to pay/issue:
(a) subject to Shareholder approval, issue 32,142,858 Options on the same terms as the Options under the Placement (being, the subject of Resolution 7);
(b) a fee of 6.0% plus GST on the gross proceeds raised by the Company under the Placement (being, $90,000).
The Lead Manager Mandate otherwise contains terms which are standard for an agreement of this type.
5.2 Use of funds
Funds raised from the Placement will be applied towards Quixxi Clarity AI integration, commercial expansion and revenue growth, product enhancement and AI governance capability buildout, working capital and costs of the Placement.
- RESOLUTIONS 4 AND 5 – RATIFICATION OF PRIOR ISSUE OF SHARES - LISTING RULES 7.1 AND 7.1A WHERE THERE IS A SPLIT ISSUE UNDER LISTING RULES 7.1 AND 7.1A
6.1 General
These Resolutions seek Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of an aggregate of 214,285,714 Shares at an issue price of $0.007 per Share to raise $1,500,000 (before costs).
128,596,134 Shares were issued pursuant to the Company's capacity under Listing Rule 7.1 (being, the subject of Resolution 4) and 85,689,580 Shares were issued pursuant to the Company's placement capacity under Listing Rule 7.1A (being, the subject of Resolution 5) on 22 April 2026.
6.2 Listing Rules 7.1 and 7.1A
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 12 month period.
Under Listing Rule 7.1A however, 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 obtained this approval at its annual general meeting held on 20 May 2025. The Company's ability to utilise the additional 10% capacity is conditional on Resolution 9 being passed at this Meeting.
The issue 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 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company's capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of the issue.
6.3 Listing Rule 7.4
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.
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6.4 Technical information required by Listing Rule 14.1A
If these Resolutions are passed, the issue 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 the issue.
If these Resolutions are not passed, the issue 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 the Company can issue without Shareholder approval over the 12 month period following the date of the issue.
The Company's ability to utilise the additional 10% capacity provided for in Listing Rule 7.1A remains conditional on Resolution 9 being passed at this Meeting.
6.5 Technical information required by Listing Rules 7.4 and 7.5
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Names of persons to whom Securities were issued or the basis on which those persons were identified/selected | Professional and sophisticated investors who were identified through a bookbuild process, which involved GBA Capital seeking expressions of interest to participate in the capital raising from non-related parties of the Company. |
| The Company confirms that no Material Persons were issued more than 1% of the issued capital of the Company. | |
| Number and class of Securities issued | 214,285,714 Shares were issued on the following basis: |
| (a) 128,596,134 Shares were issued under Listing Rule 7.1 (ratification of which is sought under Resolution 4); and | |
| (b) 85,689,580 Shares issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 5). | |
| Terms of Securities | The Shares were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares. |
| Date(s) on or by which the Securities were issued | 22 April 2026. |
| Price or other consideration the Company received for the Securities | $0.007 per Share for Shares issued pursuant to Listing Rule 7.1 and Listing Rule 7.1A. |
| Purpose of the issue, including the intended use of any funds raised by the issue | The purpose of the issue was to raise is set out in Section 5.2. |
| Summary of material terms of agreement to issue | The Shares were issued pursuant to customary placement letters between the Company and the professional and sophisticated investors. |
| Voting Exclusion Statement | A voting exclusion statement applies to this Resolution. |
| Compliance | The issue did not breach Listing Rule 7.1. |
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7. RESOLUTION 6 – APPROVAL TO ISSUE OPTIONS UNDER THE PLACEMENT
7.1 General
As set out in Section 4 above, this Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 107,142,857 free attaching Options to the Placement Participants.
A summary of Listing Rule 7.1 is set out in Section 6.2 above.
The proposed issue falls within exception 17 of Listing Rule 7.2 which excludes from the restrictions in Listing Rules 7.1 and 7.1A an agreement to issue equity securities that is conditional on the holders of its ordinary securities approving the issue under Listing Rule 7.1 before the issue is made. The proposed issue therefore requires the approval of Shareholders under Listing Rule 7.1.
7.2 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the Company will be able to proceed with the issue. In addition, the issue 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 this Resolution is not passed, the Company will not be able to proceed with the issue. As a consequence, if the Company is unable to proceed with the issue, it may be required to negotiate alternative forms of incentive to the Placement Participants.
7.3 Technical information required by Listing Rule 7.3
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected | The Placement Participants were identified through a bookbuild process, which involved GBA Capital seeking expressions of interest to participate in the capital raising from non-related parties of the Company. |
| The Company confirms that no Material Persons were issued more than 1% of the issued capital of the Company. | |
| Number of Securities and class to be issued | 107,142,857 Options will be issued |
| Terms of Securities | The Options will be issued on the terms and conditions set out in Schedule 1. |
| Date(s) on or by which the Securities will be issued | The Company will not issue any Options later than three 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). |
| Price or other consideration the Company will receive for the Securities | The Options will be issued for nil consideration, as the Options are being issued free attaching on a 2:1 basis with the Shares under the Placement. No funds will be raised through the issue of the Options. |
| Purpose of the issue, including the intended use of any funds raised by the issue | The Options are being issued free attaching to the Shares issued under the Placement. Refer to Section 5.2 for details for the proposed use of funds raised under the Placement. |
| Summary of material terms of agreement to issue | The Options were not issued under an agreement. |
| Voting exclusion statement | A voting exclusion statement applies to this Resolution. |
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8. RESOLUTION 7 – APPROVAL TO ISSUE OPTIONS TO GBA CAPITAL
8.1 General
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 32,142,858 Options in consideration for lead manager services provided by GBA Capital pursuant to the Lead Manager Mandate.
A summary of Listing Rule 7.1 is set out in Section 6.2 above.
The proposed issue falls within exception 17 of Listing Rule 7.2 which excludes from the restrictions in Listing Rules 7.1 and 7.1A an agreement to issue equity securities that is conditional on the holders of its ordinary securities approving the issue under Listing Rule 7.1 before the issue is made. The proposed issue therefore requires the approval of Shareholders under Listing Rule 7.1.
8.2 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the Company will be able to proceed with the issue. In addition, the issue 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 this Resolution is not passed, the Company will not be able to proceed with the issue, and a cash equivalent will be payable.
8.3 Technical information required by Listing Rule 7.3
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected | GBA Capital (or its nominee/s). |
| Number of Securities and class to be issued | 32,142,858 Options will be issued. |
| Terms of Securities | The Options will be issued on the terms and conditions set out in Schedule 1. |
| Date(s) on or by which the Securities will be issued | The Company will not issue any Securities later than three 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). |
| Price or other consideration the Company will receive for the Securities | The Options will be issued at a nil issue price, in consideration for lead manager services provided by GBA Capital pursuant to the Lead Manager Mandate. |
| Purpose of the issue, including the intended use of any funds raised by the issue | The purpose of the issue is to satisfy the Company’s obligations under the Lead Manager Mandate. |
| Summary of material terms of agreement to issue | The Options are being issued under the Lead Manager Mandate, a summary of the material terms of which is set out in Section 5.1. |
| Voting exclusion statement | A voting exclusion statement applies to this Resolution. |
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9. RESOLUTION 8 – APPROVAL TO ISSUE OPTIONS TO GIUSEPPE PORCELLI
9.1 General
This Resolution seeks Shareholder approval for the purposes of Listing Rule 10.11 for the issue of up to 15,000,000 Shares to Giuseppe Porcelli (or his nominee(s)) on the terms and conditions set out below.
9.2 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 constitutes giving a financial benefit and Giuseppe Porcelli is a related party of the Company by virtue of being a Director.
The Directors (other than Giuseppe Porcelli who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue because the agreement to issue the Shares, reached as part of the remuneration package for Giuseppe Porcelli, is considered reasonable remuneration in the circumstances and was negotiated on an arm's length basis.
9.3 Listing Rule 10.11
Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:
10.11.1 a related party;
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 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.
9.4 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the Company will be able to proceed with the issue 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 (because approval is being obtained under Listing Rule 10.11), the issue will not use up any of the Company's 15% annual placement capacity.
If this Resolution is not passed, the Company will not be able to proceed with the issue.
Technical Information required by Listing Rule 10.13
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Name of the person to whom Securities will be issued | Giuseppe Porcelli |
| Categorisation under Listing Rule 10.11 | The recipient falls within the category set out in Listing Rule 10.11.1 as they are a related party of the Company by virtue of being a Director. |
| Any nominee(s) of the recipient who receive Securities may constitute 'associates' for the purposes of Listing Rule 10.11.4. | |
| Number of Securities and class to be issued | Up to 15,000,000 Shares will be issued. |
| Terms of Securities | The Shares were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares. |
| Date(s) on or by which the Securities will be issued | The Company expects to issue the Securities within 5 Business Days of the Meeting. In any event, the Company will not issue any Securities later than one 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). |
| Price or other consideration the Company will receive for the Securities | The Securities will be issued at a nil issue price. |
| Purpose of the issue, including the intended use of any funds raised by the issue | The purpose of the issue is to provide a performance linked incentive component in the remuneration package for Giuseppe Porcelli to motivate and reward their performance as a Director and to provide cost effective remuneration to Giuseppe Porcelli, enabling 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 Giuseppe Porcelli. |
| Remuneration package | The current total remuneration package for Giuseppe Porcelli is US$22,500. If the Securities are issued, the total remuneration package of Giuseppe Porcelli will increase by US$74,849.23 to US$97,349.23, being the value of the Shares (based on a deemed issue price of AU$0.007). |
| Summary of material terms of agreement to issue | The Shares are being issued under the executive services agreement between the Company and Giuseppe Porcelli, a summary of the material terms of which is set out in Schedule 2. |
| Voting exclusion statement | A voting exclusion statement applies to this Resolution. |
| Voting prohibition statement | A voting prohibition statement applies to this Resolution. |
- RESOLUTION 9 – APPROVAL OF 7.1A MANDATE
10.1 General
This Resolution 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.
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 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. As of the date of this Notice, the Company's market capitalisation is $7,937,966. The Company is therefore an Eligible Entity.
10.2 Technical information required by Listing Rule 14.1A
For this Resolution to be passed, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be cast in favour of the Resolution.
If this Resolution 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 this Resolution 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.
10.3 Technical information required by Listing Rule 7.3A
| REQUIRED INFORMATION | DETAILS |
|---|---|
| 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: |
| (a) the date that is 12 months after the date of this Meeting; | |
| (b) the time and date of the Company’s next annual general meeting; and | |
| (c) 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). | |
| 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: |
| (a) 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 | |
| (b) if the Equity Securities are not issued within 10 trading days of the date in paragraph (a) above, the date on which the Equity Securities are issued. | |
| Use of funds | The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for the acquisition of new resources, assets and investments (including expenses associated with such an acquisition), continued exploration expenditure on the Company’s current assets/or projects (funds would then be used for project, feasibility studies and ongoing project administration), the development of the Company’s current business and general working capital. |
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REQUIRED INFORMATION
DETAILS
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 this Resolution 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 April 2026.
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 | |||||
|---|---|---|---|---|---|
| Number of Shares on Issue (Variable A in Listing Rule 7.1A.2) | Shares issued – 10% voting dilution | Issue Price | |||
| $0.004 | $0.007 | $0.011 | |||
| 50% decrease | Issue Price | 50% increase | |||
| Funds Raised | |||||
| Current | 1,133.9 | ||||
| 95,130 Shares | 113,399.5 | ||||
| 13 Shares | $453,598 | $793,796 | $1,247,394 | ||
| 50% increase | 1,700.9 | ||||
| 92,695 Shares | 170,099.2 | ||||
| 69 Shares | $680,397 | $1,190.6 | |||
| 94 | $1,871,091 | ||||
| 100% increase | 2,267.9 | ||||
| 90,260 Shares | 226,799.0 | ||||
| 26 Shares | $907,196 | $1,587.5 | |||
| 93 | $2,494,789 |
*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 pro-rata 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 1,133,995,130 Shares on issue existing Shares as at the date of this Notice.
- The issue price set out above is the closing market price of the Shares on the ASX on 23 April 2026 (being $0.0070) (Issue Price). The Issue Price at a 50% increase and 50% decrease are each rounded to three decimal places prior to the calculation of the funds raised.
- 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
| REQUIRED INFORMATION | DETAILS |
|---|---|
| consider the dilution caused to their own shareholding depending on their specific circumstances. | |
| 7. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed. | |
| 8. 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%. | |
| 9. 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: | |
| (a) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and | |
| (b) 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. | |
| Allocation policy under 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: | |
| (a) the purpose of the issue; | |
| (b) 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; | |
| (c) the effect of the issue of the Equity Securities on the control of the Company; | |
| (d) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company; | |
| (e) prevailing market conditions; and | |
| (f) advice from corporate, financial and broking advisers (if applicable). | |
| Previous approval under Listing Rule 7.1A.2 | The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 20 May 2025 (Previous Approval). |
| During the 12-month period preceding the date of the Meeting, being on and from 29 May 2025, the Company issued 136,071,816 Shares pursuant to the Previous Approval (Previous Issue), which represent approximately 11.48% of the total diluted number of Equity Securities on issue in the Company on 29 May 2025, which was 1,426,848,055. | |
| Further details of the issues of Equity Securities by the Company pursuant to Listing Rule 7.1A.2 during the 12 month period preceding the date of the Meeting are set out in Schedule 3. |
| REQUIRED INFORMATION | DETAILS |
|---|---|
| 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. |
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GLOSSARY
$ or AUS means Australian dollars.
7.1A Mandate has the meaning given in Section 10.1.
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.
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).
Constitution means the Company's constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Eligible Entity means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less.
Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.
Explanatory Statement means the explanatory statement accompanying the Notice.
Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.
Listing Rules means the Listing Rules of ASX.
Material Person means a related party of the Company, member of the Key Management Personnel, substantial holder of the Company, adviser of the Company or associate of any of these parties.
Meeting means the meeting convened by the Notice.
Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.
Option means an option to acquire a Share.
Proxy Form means the proxy form accompanying the Notice.
Remuneration Report means the remuneration report set out in the Director's report section of the Company's annual financial report for the year ended 31 December 2025.
Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
Section means a section of the Explanatory Statement.
22
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
US$ means United States of America dollars.
Variable A means "A" as set out in the formula in Listing Rule 7.1A.2.
WST means Western Standard Time as observed in Perth, Western Australia.
Share means a fully paid ordinary share in the capital of the Company.
23
24
SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS
| 2. | Entitlement | Each Option entitles the holder to subscribe for one Share upon exercise of the Option. |
|---|---|---|
| 3. | Exercise Price | Subject to paragraph 10, the amount payable upon exercise of each Option will be $0.013 (Exercise Price). |
| 4. | Expiry Date | Each Option will expire at 5:00 pm (AWST) on the date that is three years from the date of issue (Expiry Date). |
| An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date | ||
| 5. | Exercise Period | The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period). |
| 6. | Exercise Notice | The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Exercise Notice) 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. |
| 7. | Exercise Date | An Exercise Notice is only effective on and from the later of the date of receipt of the Exercise Notice and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date). |
| 8. | Timing of issue of Shares on exercise | Within five Business Days after the Exercise Date, the Company will: |
| (a) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice and for which cleared funds have been received by the Company; | ||
| (b) 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 | ||
| (c) 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 paragraph 8(b) 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. | ||
| 9. | Shares issued on exercise | Shares issued on exercise of the Options rank equally with the then issued shares of the Company. |
| 10. | Reorganisation | If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of the holder will be changed to the extent necessary to comply with the ASX Listing Rules applicable to a reorganisation of capital at the time of the reorganisation. |
| 11. | 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. | ||
|---|---|---|
| 12. | 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. |
| 13. | Transferability | The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws. |
25
26
SCHEDULE 2 – SUMMARY OF EXECUTIVE SERVICES AGREEMENT
| Terms | Summary |
|---|---|
| Position: | Chief Strategy Officer and Executive Director. |
| Term: | Indefinite on 6 months notice. |
| Initial Period: | Six (6) months from the Commencement Date. Compensation, subject to shareholder approval, of 2.5 million Shares per month during the initial period, up to a maximum of 15 million. |
| Mr Porcelli will continue to receive director fee as contracted. | |
| Base salary: | To be reviewed at the end of the Initial Period. |
| Long Term Incentive Plan (“LTIP”) amount: | Upon successful completion of the Initial Period and subject to Shareholder approval, Mr Porcelli will be entitled to participate in up to 30 million performance rights under the Company’s existing Employee Securities Scheme, if applicable to be issued in three (3) tranches: |
| • Tranche 1: 10,000,000; | |
| • Tranche 2: 10,000,000; and | |
| • Tranche 3: 10,000,000. | |
| Termination and notice period: | Mr Porcelli or the Company may conclude the engagement at any time by giving six (6) months’ notice to the other party. |
| Other provisions: | The Executive Services Agreement contains standard provisions regarding duties, entitlements, confidentiality, intellectual property and restrictions. |
4598-03/3944671_6
27
SCHEDULE 3 – ISSUES OF EQUITY SECURITIES UNDER LISTING RULE 7.1A SINCE 29 MAY 2025
| DATE | RECIPIENTS | NUMBER AND CLASS OF EQUITY SECURITIES ISSUED | ISSUE PRICE AND DISCOUNT TO MARKET PRICE (IF APPLICABLE) | TOTAL CASH CONSIDERATION AND USE OF FUNDS |
|---|---|---|---|---|
| Issue – 11 August 2025 | ||||
| Appendix 2A – 11 August 2025 | Professional and sophisticated investors as part of a placement announced on 25 July 2025. The placement participants were identified through a bookbuild process, which involved the Company seeking expressions of interest to participate in the placement from non-related parties of the Company. | 50,382,236 Shares² | $0.0115 | |
| (representing a premium to Market Price of 9.52%) | Amount raised or to be raised: $579,395.71 | |||
| Amount spent: $579,395.71 | ||||
| Use of funds: The Funds will be applied towards working capital and to support the Company’s growing pipeline of AI/ML based cyber risk SaaS and PaaS contract opportunities that include: | ||||
| • Continuation of current sales campaigns via new Marketing and Sales SaaS Platforms; | ||||
| • Execution of near term new and expanded contracts; | ||||
| • the Company’s responses to 2025 Proposals from U.S. Federal, State & Local open Opportunities; | ||||
| • IR and PR campaigns after new contracts are finalized; and | ||||
| • AI/ML Analytics and Automation advances to the Company’s Cyber Platform in support of current and future Cyber Resilience Moonshot client requirements. | ||||
| Amount remaining: $NIL | ||||
| Issue – 22 April 2026 | ||||
| Appendix 2A – 22 April 2026 | Professional and sophisticated investors as part of a placement announced on 15 April 2026. The placement participants were identified through a bookbuild process, which involved the Company seeking expressions of interest to participate in the placement from non-related parties of the Company. | 85,689,580 Shares³ | $0.007 | |
| (representing a premium to Market Price of 16.67%) | Amount raised or to be raised: $1,500,000 | |||
| Amount spent: $104,500.01 | ||||
| Use of funds: The Funds will be applied towards Quixxi Clarity AI integration, commercial expansion and revenue growth, product enhancement and AI governance capability buildout, |
28
| DATE | RECIPIENTS | NUMBER AND CLASS OF EQUITY SECURITIES ISSUED | ISSUE PRICE AND DISCOUNT TO MARKET PRICE (IF APPLICABLE) | TOTAL CASH CONSIDERATION AND USE OF FUNDS |
|---|---|---|---|---|
| working capital and costs of the raise. | ||||
| Amount remaining: $1,395,499.99 | ||||
| Proposed use of remaining funds:³ The Funds will be applied towards Quixxi Clarity AI integration, commercial expansion and revenue growth, product enhancement and AI governance capability buildout, working capital. |
Notes:
1. Market Price means the closing price of Shares on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.
2. Fully paid ordinary shares in the capital of the Company, ASX Code: FRS (terms are set out in the Constitution).
3. This is a statement of current intentions as at the date of this Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.
WHITEHAWK
WhiteHawk Limited
ABN 97 620 459 823
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WHK
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
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www.intermediaryonline.com
By Mail:
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001
Australia
By Fax:
1800 783 447 within Australia or
+61 3 9473 2555 outside Australia
PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.
Samples/000001/000001/i12
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.
I 9999999999 IND
Proxy Form
Please mark ☐ to indicate your directions
Step 1 Appoint a Proxy to Vote on Your Behalf
XX
I/We being a member/s of WhiteHawk Limited hereby appoint
☐ the Chair of the Meeting
OR
PLEASE NOTE: Leave this box blank if you have selected the Chair of the Meeting. Do not insert your own name(s).
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of WhiteHawk Limited to be held as a virtual meeting on Friday, 29 May 2026 at 9:00am (AEST) and at any adjournment or postponement of that meeting.
Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1 and 8 and (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1 and 8 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chair.
Important Note: If the Chair of the Meeting is (or becomes) your proxy you can direct the Chair to vote for or against or abstain from voting on Resolutions 1 and 8 by marking the appropriate box in step 2.
Step 2 Items of Business
PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
| For | Against | Abstain | |
|---|---|---|---|
| 1 Adoption of Remuneration Report | ☐ | ☐ | ☐ |
| 2 Election of Lisa Wade who has been nominated by a Shareholder | ☐ | ☐ | ☐ |
| 3 Election of Demetrio Russo who has been nominated by a Shareholder | ☐ | ☐ | ☐ |
| 4 Ratification of prior issue of Shares under the Placement - Listing Rule 7.1 | ☐ | ☐ | ☐ |
| 5 Ratification of prior issue of Shares under the Placement - Listing Rule 7.1A | ☐ | ☐ | ☐ |
| 6 Approval to issue Options under the Placement | ☐ | ☐ | ☐ |
| 7 Approval to issue Options to GBA Capital | ☐ | ☐ | ☐ |
| 8 Approval to issue Shares to Giuseppe Porcelli | ☐ | ☐ | ☐ |
| 9 Approval of 7.1A Mandate | ☐ | ☐ | ☐ |
The Chair of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chair of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.
Step 3 Signature of Securityholder(s)
This section must be completed.
WHK
999999A
Computershare
WHITEHAWK
WhiteHawk Limited
ABN 97 620 459 823
WHKRM
MR RETURN SAMPLE
123 SAMPLE STREET
SAMPLE SUBURB
SAMPLETOWN VIC 3030
Dear Securityholder,
We have been trying to contact you in connection with your securityholding in WhiteHawk Limited. Unfortunately, our correspondence has been returned to us marked "Unknown at the current address". For security reasons we have flagged this against your securityholding which will exclude you from future mailings, other than notices of meeting.
Please note if you have previously elected to receive a hard copy Annual Report (including the financial report, directors' report and auditor's report) the dispatch of that report to you has been suspended but will be resumed on receipt of instructions from you to do so.
We value you as a securityholder and request that you supply your current address so that we can keep you informed about our Company. Where the correspondence has been returned to us in error we request that you advise us of this so that we may correct our records.
You are requested to include the following;
- Securityholder Reference Number (SRN);
- ASX trading code;
- Name of company in which security is held;
- Old address; and
- New address.
Please ensure that the notification is signed by all holders and forwarded to our Share Registry at:
Computershare Investor Services Pty Limited
GPO Box 2975
Melbourne Victoria 3001
Australia
Note: If your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.
Yours sincerely
WhiteHawk Limited
Samples/000002/000003/i12