WHITEHAWK LIMITED — Capital/Financing Update 2025

Jul 24, 2025

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name WHITEHAWK LIMITED

Announcement Type

New announcement

Date of this announcement

25/7/2025

The Proposed issue is:

A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
WHKOA	OPTION EXPIRING 24-APR-2028	93,489,855
WHK	ORDINARY FULLY PAID	173,913,043

Proposed +issue date 30/9/2025

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

WHITEHAWK LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

97620459823

1.3 ASX issuer code

WHK

1.4 The announcement is

New announcement

1.5 Date of this announcement

25/7/2025

1.6 The Proposed issue is:

A placement or other type of issue

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Appendix 3B - Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 22/9/2025 Estimated No

Comments

The following issues are subject to shareholder approval, as announced in the ASX announcement dated 25 July 2025.

• 76,086,957 Placement Options;

• 21,739,130 Shares & 10,869,565 Placement Options to be issued to director's related parties;

• 5,600,000 Broker Options to brokers; and

• 933,333 Corporate Options to Viaticus Capital.

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

WHK : ORDINARY FULLY PAID

Number of +securities proposed to be issued

152,173,913

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.01150

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Appendix 3B - Proposed issue of securities

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Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? Existing class

Attaching +Security - Existing class (additional +securities in a class that is already quoted or recorded by ASX)

Details of attaching +securities proposed to be issued ASX +security code and description

WHKOA : OPTION EXPIRING 24-APR-2028

Number of +securities proposed to be issued

76,086,957 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities

One free attaching WHKOA options for every 2 New Shares subscribed exercisable at $0.02 each expiring 24 April 2028 (Placement Option). The options are subject to shareholder approval. Refer to ASX announcement dated 25 July 2025 for further details. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.000001 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

WHK : ORDINARY FULLY PAID

Number of +securities proposed to be issued

21,739,130

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Appendix 3B - Proposed issue of securities

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Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.01150

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? Existing class

Attaching +Security - Existing class (additional +securities in a class that is already quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ASX +security code and description

WHKOA : OPTION EXPIRING 24-APR-2028

Number of +securities proposed to be issued

10,869,565

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

One free attaching WHKOA options for every 2 New Shares subscribed exercisable at $0.02 each expiring 24 April 2028 (Placement Option). The options are subject to shareholder approval. Refer to ASX announcement dated 25 July 2025 for further details.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

0.000001

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

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Appendix 3B - Proposed issue of securities

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Details of +securities proposed to be issued

ASX +security code and description

WHKOA : OPTION EXPIRING 24-APR-2028

Number of +securities proposed to be issued 5,600,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Payment as set out under the lead manager engagement letter with CoPeak Pty Ltd (PEAK). These options are subject to shareholder approval and have the same terms as the free-attaching Placement Options (Broker Options). Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.000001 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description

WHKOA : OPTION EXPIRING 24-APR-2028

Number of +securities proposed to be issued

933,333 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Payment as set out under the consultancy agreement with Viaticus Capital Pty Ltd. These options are subject to shareholder approval and have the same terms as the Broker Options (Corporate Options).

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.000001

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Appendix 3B - Proposed issue of securities

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Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable 7C.1 Proposed +issue date 30/9/2025 Part 7D - Listing Rule requirements 7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No 7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes 7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1? 101,791,677 Shares 7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes 7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A? 50,382,236 Shares 7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate The Company chose a placement as it offers an efficient method of capital raising suited to current market conditions. This approach minimizes execution risks, allows flexibility to attract strategic investors, and ensures timely access to necessary funds while effectively managing dilution. 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

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Appendix 3B - Proposed issue of securities

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7E.1a Who is the lead manager/broker?

CoPeak Pty Ltd (PEAK) (ACN 607 161 900) (PEAK is a corporate authorised representative (CAR No. 1295246) of LeMessurier Securities Pty Ltd (AFSL No. 296877)

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

CoPeak will receive standard capital raising fees with 5,600,000 WHKOA options, being 280,000 for every A$100,000 raised on the same terms as the Placement Options (¿Broker Options¿) which are subject to shareholder approval.

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

None.

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Funds raised will support business growth, promote further development of WhiteHawk's AI-based cybersecurity solutions, support the growing pipeline of contract opportunities, and support working capital.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

The T1 Placement shares are issued pursuant to Whitehawk's placement capacity under ASX Listing Rules 7.1 and 7.1A. The T1 Placement Options are subject to shareholder approval to be sought at a General Meeting. Refer to the ASX announcement 25 July 2025 for further details.

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

Appendix 3B - Proposed issue of securities

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