WHITEHAWK LIMITED — Capital/Financing Update 2024

Dec 10, 2024

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11 December 2024

PERFORMANCE RIGHTS TERMS AND CONDITIONS

Perth, WA and Alexandria, VA – WhiteHawk Limited (ASX:WHK) ( WhiteHawk or the Company ) advises the terms and conditions of the 15,000,000 performance rights ( PRs ) issued under the Company’s Performance Rights and Options Plan approved by shareholders at the WhiteHawk Annual General Meeting dated 10 May 2023.

-ENDS-

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

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

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TERMS AND CONDITIONS OF THE PERFORMANCE RIGHTS

The performance rights are issued subject to the following terms and conditions:

1.	Entitlement	Each PR entitles the holder to subscribe for one Share upon exercise of the PR.
2.	Plan	The PRs are granted under the Company's Incentive Performance Rights and
		Options Plan (Plan).
		Defined terms in these terms and conditions have the same meaning as in the
		Plan. In the event of any inconsistency between the Plan and these terms and
		conditions, these terms and conditions will apply to the extent of the
		inconsistency.
3.	Consideration	Nil consideration is payable for the grant of the PR.
4.	Vesting milestones	The PRs will vest as follows:
		(a) Class A PRs:immediately, on the date of issuance being 2 December 2024
		(theMilestone 1);
		(b) Class B PRs:2 December 2025, subject to holder remaining an employee
		of the Company (theMilestone 2); and
		(c) Class C PRs:2 December 2026, subject to holder remaining an employee
		of the Company (theMilestone 3).
		The Class A Milestone, Class B Milestone and Class C Milestone are each
		referred to as aMilestone.
		A PR will vest when a vesting notice is given to you.
5.	Expiry date	The PRs will expire three (3) years from the date of issue (Expiry Date), being
		1 December 2027.
		For the avoidance of doubt, any unexercised PRs will automatically lapse on the
		Expiry Date.
6.	Rights attaching	Prior to a PRs being exercised, the holder:
	to PRs	(a) does not have any interest (legal, equitable or otherwise) in any Share the
		subject of the Performance Right other than as expressly set out in the Plan;
		(b) is not entitled to receive notice of, vote at or attend a meeting of the
		shareholders of the Company;
		(c) is not entitled to receive any dividends declared by the Company; and
		(d) is not entitled to participate in any new issue of Shares (refer to section 15).
7.	Restrictions on	The PRs cannot be sold, assigned, transferred, have a security interest granted
	dealing with PRs	over or otherwise dealt with unless in Special Circumstances under the Plan
		(including in the case of death or total or permanent disability of the holder) with
		the consent of the Board in which case the PRs may be exercisable on terms
		determined by the Board.
		A holder must not enter into any arrangement for the purpose of hedging their
		economic exposure to a PR that has been granted to them.
8.	Cash payment	On exercise of the vested PRs you (or your Nominated Party) will be entitled to
	on exercise	receive Shares.

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

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9.	Forfeiture	PRs will be forfeited in the following circumstances:	PRs will be forfeited in the following circumstances:
	conditions	(a)	in the case of unvested PRs only, where the holder ceases to be an Eligible
			Participant (e.g. is no longer employed or their office or engagement is
			discontinued with the Group);
		(b)	where a Participant acts fraudulently, dishonestly, negligently, in
			contravention of any Group policy or wilfully breaches their duties to the
			Group and the Board exercises its discretion to deem some or all of the
			Convertible Securities held by a Participant to have been forfeited;
		(c)	where there is a failure to satisfy the vesting conditions in accordance with
			the Plan;
		(d)	on the date the holder or their Nominated Party (if applicable) becomes
			insolvent; or
		(e)	on the Expiry Date,
		subject to the discretion of the Board.
**10. **	Cessation of	If a	holder ceases employment with the Company, the manner in which any PRs
	employment	(vested or unvested) will be dealt with will depend on the circumstances of
		cessation:
		**(a) **	Resignation by holder
			If within six (6) months of the conversion of the vested PRs the holder
			ceases to be an employee, the holder is required to repay to the
			Company an amount equivalent to the value of the converted PRs,
			determined based on the market value of the shares as at the conversion
			date. The unvested PRs will be forfeited in accordance with their terms.
		(b)	Redundancy by the Company
			If the cessation of employment is due to redundancy or a termination
			initiated by the Company under similar circumstances, any vested
			Performance Rights must be exercised by the holder within three (3)
			months from the termination date. Any vested Performance Rights that
			remain unexercised after this period will lapse. The unvested PRs will be
			forfeited in accordance with their terms.
		(c)	Exemptions from repayment obligation
			The repayment obligation set out in (a) does not apply if:

(i) the cessation of employment is due to redundancy, termination initiated by the Company under similar circumstances set out in (b); or (ii) a change of control event occurs, as defined in the PR terms. 11. Exercise The holder may exercise their PRs by lodging with the Company, on or prior to the Expiry Date:

(a) in whole or in part; and

(b) a written notice of exercise of PRs specifying the number of PRs being exercised ( Exercise Notice ).

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

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12. Timing of issue of Within five business days after the issue of an Exercise Notice by the holder, the Shares and quotation Company will: of Shares on exercise (a) issue, allocate or cause to be transferred to the holder the number of Shares to which the holder is entitled;

• (b) if required, issue a substitute certificate for any remaining unexercised PRs held by the holder; and

• (c) do all such acts, matters and things to obtain the grant of quotation of the Shares by ASX in accordance with the ASX Listing Rules and subject to the expiry of any restriction period that applies to the Shares under the Corporations Act or the ASX Listing Rules.

13. Restriction period The PRs (including any Shares issued on exercise of the PRs) will not be subject and restrictions on to any restriction periods. transfer of Shares on Additionally, Shares issued on exercise of the PRs are subject to the following

exercise restrictions:

	transfer of Shares on exercise	Additionally, Shares issued on exercise of the PRs are subject to the following restrictions:
		(a) if the Company is required but is unable to give ASX a notice that complies
		with section 708A(5)(e) of the Corporations Act, Shares issued on exercise
		of the PRs may not be traded until 12 months after their issue unless the
		Company, at its sole discretion, elects to issue a prospectus pursuant to
		section 708A(11) of the Act;
		(b) all Shares issued on exercise of the PRs are subject to restrictions imposed
		by applicable law on dealing in Shares by persons who possess material
		information likely to affect the value of the Shares and which is not generally
		available; and
		(c) all Shares issued on exercise of the PRs are subject to the terms of the
		Company’s Securities Trading Policy.
**14. **	Rights attaching to	All Shares issued upon exercise of the PRs will rank equally in all respects with
	Shares on exercise	the then Shares of the Company.
**15. **	Change of control	If a Change of Control Event occurs (being an event which results in any person
		(either alone or together with associates) owning more than 50% of the
		Company’s issued capital), unvested PRs will vest unless the Board determines
		in its discretion otherwise. The Board’s discretion in determining the treatment
		of any unvested PRs on a Change of Control Event is limited to vesting or varying
		the Vesting Conditions in respect to the PRs and does not include a discretion
		to lapse or forfeit unvested PRs for less than fair value.
**16. **	Participation in	Subject always to the rights under paragraphs 6 and 14, holders of PRs will not
	entitlements and	be entitled to participate in new issues of capital offered to holders of Shares
	bonus issues	such as bonus issues and entitlement issues.
**17. **	Adjustment for	If Shares are issued by the Company by way of bonus issue (other than an issue
	bonus issue	in lieu of dividends or by way of dividend reinvestment), the holder of PRs is
		entitled, upon exercise of the PRs, to receive an issue of as many additional
		Shares as would have been issued to the holder if the holder held Shares equal
		in number to the Shares in respect of which the PRs are exercised.

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

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**18. **	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 each Participant holding PRs 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.
**19. **	Buy-back	Subject to applicable law, the Company may at any time buy-back the PRs in
		accordance with the terms of the Plan.
**20. **	Withholding	If the holder is liable for tax, duties or other amounts on the vesting or exercise
		of their PRs, and the Company is liable to make a payment to the appropriate
		authorities on account of that liability, unless the holder and the Company
		agree otherwise, the Company must issue to the holder, and arrange (as the
		holder’s attorney) for a nominee to sell at the prevailing market price such
		number of Shares which would otherwise be issued and allocated to the holder
		so that the net proceeds of sale (after allowing for reasonable sale costs) equal
		the payment the Company is required to pay to the appropriate authorities. The
		Company is entitled to apply such net sale costs to pay the appropriate
		authorities, with any excess sale proceeds to be remitted to the Participant.

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