WHITEHAWK LIMITED — Capital/Financing Update 2019

May 19, 2019

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

WHITEHAWK LIMITED

ABN 97 620 459 823

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	(1) Ordinary Fully Paid Shares (2) Ordinary Fully Paid Shares (3) Ordinary Fully Paid Shares
	(1) 25,000,000 (2) 3,000,000 (3) 1,538,462
	(1) Ordinary Fully Paid Shares (2) Ordinary Fully Paid Shares (3) Ordinary Fully Paid Shares

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• 4 Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted[+] securities?

Yes, the fully paid ordinary shares rank equally with all other ordinary shares on issue in the Company.

If the additional[+] securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h_in relation to the+securities_ the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed	(1) 25,000,000 ordinary shares at 10 cents each (2) Nil (3) $100,000 based on share price agreed at the date of agreement on 5 February 2019
	(1) Funds raised will be used to support expected new contracts in the US and the Company’s objective to increase its international footprint as announced on 14 May 2019 (2) The shares are issued upon vesting of performance rights as outlined in the Entitlement Issue Prospectus lodged with ASX on 17 September 2018 and ratified by shareholders on 8 May 2019 (3) Services rendered in lieu of cash payment
	Yes
	8 May 2019

• See chapter 19 for defined terms.

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6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the+issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	14,038,462
	12,500,000
	3,000,000 (approved on 8 May 2019)
	Nil
	Yes Issue date – 20 May 2019 Issue price – 10 cents per share 15 day VWAP to 9 May 2019 – 11.21 cents per share 75% of 15 day VWAP to 9 May 2019 – 8.4 cents per share Source : CommsecIRESS
	N/A
	See Annexure 1
	20 May 2019

8 Number and +class of all +securities quoted on ASX ( including the +securities in section 2 if applicable)

9 Number and +class of all +securities not quoted on ASX ( including the +securities in section 2 if applicable)

Number	+Class
142,944,441	Ordinary Shares
Number	+Class
13,374,751 10,000,000 8,333 866,673 8,249,994 15,400,000 2,192,276 6,439,405 316,700 8,888,889	Ordinary shares subject to 24 months escrow Options exercisable At $0.20 expiring 23 January 2023, subject to 24 months escrow Options exercisable At $0.25 expiring 23 January 2020, subject to 24 months escrow Options exercisable At $0.25 expiring 23 January 2020, subject to escrow until 20 December 2018 Options exercisable At $0.25 expiring expiring 23 January 2020 Performance Rights subject to 24 months escrow Options exercisable At $0.10 expiring expiring 22 October 2020 Options exercisable At $0.10 expiring expiring 26 October 2020 Options exercisable At $0.10 expiring expiring 31 October 2020 Options exercisable At $0.10 expiring expiring 12 November 2020

10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

• See chapter 19 for defined terms.

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Part 2 - Pro rata issue

11	Is security holder approval
	required?
12	Is the issue renounceable or non-
	renounceable?
13	Ratio in which the+securities
	will be offered
14	+Class of+securities to which the
	offer relates
15	+Record date to determine
	entitlements
16	Will holdings on different
	registers (or subregisters) be
	aggregated for calculating
	entitlements?
17	Policy for deciding entitlements
	in relation to fractions
18	Names of countries in which the
	entity has security holders who
	will not be sent new offer
	documents
	Note: Security holders must be told how their
	entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of
	acceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee
	or commission
22	Names of any brokers to the
	issue

23	Fee or commission payable to
	the broker to the issue
24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of security holders
25	If the issue is contingent on
	security holders’ approval, the
	date of the meeting
26	Date entitlement and acceptance
	form and offer documents will
	be sent to persons entitled
27	If the entity has issued options,
	and the terms entitle option
	holders to participate on
	exercise, the date on which
	notices will be sent to option
	holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do security holders sell
	their entitlements_in full_through
	a broker?
31	How do security holders sell_part_
	of their entitlements through a
	broker and accept for the
	balance?
32	How do security holders dispose
	of their entitlements (except by
	sale through a broker)?
33	+Issue date

• See chapter 19 for defined terms.

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Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a)[Securities described in Part 1 ]

• (b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional +securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

• 1 - 1,000

• 1,001 - 5,000

• 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

• 38 Number of[+] securities for which N/A +quotation is sought

• 39 +Class of +securities for which N/A quotation is sought

• 40 Do the[+] securities rank equally in N/A all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41 Reason for request for quotation N/A now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security)

Number +Class 42 Number and +class of all N/A N/A +securities quoted on ASX ( including the +securities in clause 38)

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the[+] securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: .......................................... Date: ....20 May 2019....... Company secretary

Print name: ........Kevin Kye........................................

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue	69,502,498
Addthe following: • Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid+ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	509,524 (1 June 2018) 1,336,806 (23 August 2018) 4,384,528 (22 October 2018) 12,878,807 (26 October 2018) 633,399 (31 October 2018) 17,777,778 (12 November 2018) 600,000 (21 January 2019) 16,153,846 (11 Feb 2019) 3,003,544 (20 February 2019) 3,000,000 (20 May 2019)
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
“A”	129,780,730

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	19,467,110
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	12,500,000 – shares issued 20 May 2019 1,538,462 – shares issued 20 May 2019 for services rendered
“C”	14,038,462
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	19,467,110
Subtract“C” Note: number must be same as shown in Step 3	14,038,462
Total[“A” x 0.15] – “C”	5,428,648 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

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Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A” 129,780,730
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10 12,978,073
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of [+] equity securities issued 12,500,000 – shares issued 20 May 2019
or agreed to be issued in that 12 month
period under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
“E” 12,500,000
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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	12,978,073
Subtract“E” Note: number must be same as shown in Step 3	12,500,000
Total[“A” x 0.10] – “E”	478,073 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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NOTICE UNDER SECTION 708A(5)(e) OF THE CORPORATIONS ACT

Further to the announcement of WhiteHawk Limited ( Company ) on 20 May 2019 in relation to the placement of the following ordinary shares:

• 25,000,000 ordinary shares as announced to ASX on 14 May 2019

• 3,000,000 ordinary shares on conversion of 3,000,000 performance rights

• 1,538,462 ordinary shares for services rendered

• the Company confirms that the Shares have been issued and, pursuant to section 708A(5)(e) of the Corporations Act 2001 (Cth) ( Corporations Act ), gives notice that:

• the Company issued the Shares without disclosure under Part 6D.2 of the Corporations Act; and

• as at the date of this notice, the Company has complied with:

the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

section 674 of the Corporations Act; and

1. as at the date of this notice, there is no information to be disclosed which is excluded information (as defined in section 708A(7) of the Corporations Act) that is reasonable for investors and their professional advisers to expect to find in a disclosure document.

2. See chapter 19 for defined terms.

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