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WHITEHAWK LIMITED Capital/Financing Update 2018

Sep 20, 2018

66062_rns_2018-09-20_e78d3ec1-cd98-47e4-90d5-4bcc458aefe0.pdf

Capital/Financing Update

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FOR IMMEDIATE RELEASE 21 September 2018

Mail Out of Prospectus and Acceptance Form

Perth, WA and Alexandria, VA - WhiteHawk Limited (ASX: WHK) ("WhiteHawk" or "the Company") announced on 17 September 2018, a non-renounceable entitlement offer ("Offer") to raise up to approximately A$1.6 million (before costs) to grow the business through low cost high impact sales channels and to support and expand the 360 Cyber Risk Framework product lines and the Cybercrime Support Network 211 Hotline and other customer facing partnerships that drive SME business customers in need to the Online Cybersecurity Exchange at scale.

Under the Entitlements Issue, eligible shareholders will be able to subscribe for one (1) new share for every existing two (2) shares they hold as at 20 September 2018 ( New Shares ) together with one (1) free attaching unlisted 2 year option exercisable at 10c ( Options ) for every two (2) New Shares subscribed.

The price of New Shares under the Offer is $0.045 each ( Issue Price ) represents an 18% discount to the last closing price of the company’s shares of 5.5c on 14th September 2018 immediately before the announcement of the Offer and a 17% discount to the volume weighted average trading price (VWAP) for the 20 trading days to 14th September 2018 of 5.42 cents. The calculation of the discount does not include the added value of the free attaching Options.

The Entitlement Issue Prospectus ("Prospectus") was released to the ASX on 17 September 2018 and is available on WhiteHawk website (www.whitehawk.com).

WhiteHawk advises that the Prospectus together with the personalised Entitlement and Acceptance Form ("Acceptance Form") has today been mailed out to eligible shareholders. A sample Acceptance Form is attached to this announcement.

The closing date for acceptances is 15 October 2018, as detailed in the Prospectus. Shareholders are advised that the instructions for acceptance and applications for any shortfall offer shares are set out in the Prospectus and in the Acceptance Form.

-ENDS-

For enquiries in relation to shareholdings, please contact Automic Share Registry on 1300 288 664.

For enquiries in relation to investor and corporate matters, please contact Kevin Kye via [email protected] or +61 8 6311 4636.

About WhiteHawk

Launched in 2016, WhiteHawk began as a cyber risk advisory service with a vision to develop the first onine self-service, cyber security exchange, simplifying how companies and organizations discover, decide, and purchase cyber security solutions that directly mitigate their key cyber business risks.

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

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Today, we help US companies to connect to content, solutions, and service providers through evolving our rich data and user experience. WhiteHawk is a cloud-based cyber security exchange platform that delivers virtual consultations, Artificial Intelligence Cyber Risk Profile’s that immediately match SME customers to tailored ‘solutions on demand. The platform enables customers to leverage their tailored Security Story to find affordable and impactful cyber tools, content, and relevant services through our algorithms and expertise, to better understand how to improve and stay ahead of today’s cyber threats. The Platform enables companies to fill their needs on an ongoing basis with demonstrated cost and time savings. For more information, visit www.whitehawk.com.

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

All Registry Communication to:

WHITEHAWK LIMITED | ABN 97 620 459 823

PO Box 2226, Strawberry Hills NSW 2012 1300 288 664 (within Australia) +61 2 9698 5414 (international) [email protected] www.automic.com.au

SRN/HIN :

ENTITLEMENT AND ACCEPTANCE FORM

OFFER CLOSES 5:00PM (WST) MONDAY 15 OCTOBER 2018 (UNLESS IT IS LAWFULLY EXTENDED)

Shares held as at the Record Date, Entitlement to Shares on a 1 Share Number of free attaching New Amount payable on full acceptance 5:00pm (WST) on 20/09/2018 for every 2 Shares held Options on full acceptance at A$0.045 per New Share

IMPORTANT : As an Eligible Shareholder you are entitled to acquire the above New Shares for the amount payable and to receive 1 New Option for every 2 New Shares acquired at no additional consideration. The exercise price of the New Options is $0.10 and the expiry date is 2 years from date of issue. The Prospectus contains information about investing in the Shares and you should carefully read the Prospectus before applying for Shares. This Entitlement and Acceptance Form should be read in conjunction with the Prospectus. If you do not understand it or you are in doubt as to how you should deal with it, you should seek professional advice.

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Insert the number of Shares applied for and Payment Amount (multiply the number in section 1 by A$0.045
1 accepted (being not more than your Entitlement shown 2 (If the dollar amount below divided by the issue price is a fraction of a
above) Share, the Shares allotted will be rounded down)
A$
, , , , .
As an Eligible Shareholder, you are invited to apply for additional Shares via the Shortfall Offer, providing you have taken up your full Entitlement together with 1 free attaching
New Option for every 2 New Shares subscribed for and issued. Should you wish to apply for Shortfall Shares please complete the following sections. The Company reserves the
right to accept or reject applications for Shares in the Shortfall Offer and no interest will be paid on funds returned to the applicant.
----- End of picture text -----

Insert the number of Shortfall Shares applied for Payment Amount (multiply the number in section 3 by A$0.045 3 4 (If the dollar amount below divided by the issue price is a fraction of a Share, the Shares allotted will be rounded down) A$ , , , , .

5: FOR BPAY PAYMENT

Biller Code:

Ref:

You do not need to return this form if you have made payment via BPAY®. Your BPAY® reference number will process your payment to your entitlement electronically and you will be deemed to have applied for such Securities for which you have paid.

6: FOR CHEQUE PAYMENT – INSERT DETAILS

Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable toWhitehawk Limited
crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.
Cheque Number
BSB
Account Number
-
BSB Account Number
-
7: PROVIDE YOUR CONTACT DETAILS
Telephone Number
Contact Name(PLEASE PRINT)
( )
Email Address
SUPPORT YOUR COMPANY: By providing your email address, you elect to receive all communications despatched by the
electronically (where legally permissible).
Contact Name (PLEASE PRINT )

INSTRUCTIONS FOR COMPLETION OF THIS FORM

The Offer to which this Entitlement and Acceptance Form relates is not being made to investors located or resident outside of Australia, New Zealand, Singapore or United Kingdom. In particular, this Offer is not being made to any person in the U.S. or to a U.S. person. The Prospectus and Entitlement and Acceptance Form do not constitute an offer or invitation to acquire shares in any place in which, or to any person to whom, it would be unlawful to make such an offer or invitation.

ACCEPTANCE OF OFFER

By returning the Entitlement and Acceptance Form with payment to the Registry:

  • you represent and warrant that you have read and understood the Prospectus and that you acknowledge the matters, and make the warranties and representations;

  • you provide authorisation to be registered as the holder of shares acquired by you and agree to be bound by the Constitution of the Company.

HOW TO APPLY FOR SHARES

1 Acceptance of Shares

Enter into section 1 the number of Shares you wish to apply for. The number of Shares must be equal to or less than your Entitlement, which is set out overleaf.

2 Payment Amount

Enter into section 2 the total amount payable for the number of Shares for which you are applying. If the dollar amount divided by the issue price is a fraction of a Share, the Shares allotted will be rounded down.

3 Application for Shortfall Shares via the Shortfall Offer You can only apply for Shortfall Shares if you have applied for your full entitlement in section 1. The Company reserves the right to accept or reject applications for Shortfall Shares via the Shortfall Offer and no interest will be paid on funds returned to the applicant. Enter into section 3 the number of Shortfall Shares you wish to apply for.

4 Payment Amount Enter into section 4 the total amount payable for the number of Shortfall Shares for which you are applying. If the dollar amount divided by the issue price is a fraction of a Share, the Shares allotted will be rounded down.

5 BPAY®

You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. To BPAY® this payment via internet or telephone banking use your reference number quoted on the front of this form. Multiple acceptances must be paid separately. Applicants should be aware of their financial institution’s cut-off time (the payment must be made to be processed overnight). It is your responsibility to ensure funds are submitted correctly by the Closing Date.

You do not need to return this form if you have made payment via BPAY®. Your BPAY® reference number will process your payment to your Entitlement electronically and you will be deemed to have applied for such securities for which you have paid.

6 Cheque Details

Enter your cheque details in section 6. Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable to Whitehawk Limited and crossed “Not Negotiable”. Please ensure sufficient funds are held in your account. If you provide a cheque for an incorrect amount the Company may treat you as applying for as many Shares as your cheque will pay for.

7 Contact Details Please enter a contact number we may reach you on between the hours of 9:00am and 5:00pm AEST. We may use this email* or number to contact you regarding your acceptance of the Shares, if necessary.

*By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible )

LODGING YOUR ENTITLEMENT AND ACCEPTANCE FORM

This form must be received at an address given below by 5:00pm (WST) on Monday, 15 October 2018. (If you are making cheque payment)

BY MAIL

Whitehawk Limited C/- Automic PO Box 2226 Strawberry Hills NSW 2012

BY HAND DELIVERY (Between Sydney office hours 9:00am – 5:00pm AEST)

Automic Level 29 201 Elizabeth Street Sydney NSW 2000

If you require further information about the Offer, please contact Automic on 1300 288 664

between 9:00am and 5:00pm (AEST).