WHITEHAWK LIMITED — Capital/Financing Update 2025

Apr 16, 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

17/4/2025

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
New class-code to be	OPTION EXPIRING MAY-2028 EX $0.02	56,666,668
confirmed
New class-code to be	OPTION EXPIRING MAY-2028 EX $0.02	10,000,000
confirmed
New class-code to be	OPTION EXPIRING MAY-2028 EX $0.02	2,000,000
confirmed
New class-code to be	OPTION EXPIRING MAY-2028 EX $0.02	1,666,667
confirmed
New class-code to be	OPTION EXPIRING MAY-2029 EX $0.02	30,000,000
confirmed

Proposed +issue date

5/5/2025

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

17/4/2025

1.6 The Proposed issue is:

A placement or other type of issue

Appendix 3B - Proposed issue of securities

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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 11/2/2025 Actual Yes

Comments

This Appendix 3B supersedes the information previously disclosed in the Appendix 3B lodged on 26 November 2024, the amended Appendix 3B lodged on 2 December 2024, and the amended Appendix 3B lodged on 10 January 2025.

On 11 February 2025 the Company received shareholder approval for the issue of options.

The revised Appendix 3B has been prepared to reflect the updated total number of options to be issued being 70,333,335 in connection with the Placement announced on 26 November 2024. This options will be quoted under a new class pursuant to the Prospectus dated 17 April 2025.

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)? New class

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

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Yes

Will the entity be seeking quotation of the 'new' class of +securities on ASX? Yes

ASX +security code

+Security description

New class-code to be confirmed OPTION EXPIRING MAY-2028 EX $0.02

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Appendix 3B - Proposed issue of securities

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+Security type

Options
Number of +securities proposed to be issued
56,666,668
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
Free-attaching unlisted options for every 3 shares subscribed ("Placement Option").
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
0.00000001
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Options details
+Security currency Exercise price	Expiry date
AUD - Australian Dollar AUD 0.0200	5/5/2028
Details of the type of +security that will be issued if the option is exercised
WHK : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
One (1) fully paid ordinary share per one (1) option exercised.
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement.
The details and term of the Placement Option is set out in the Notice of General Meeting dated 10 January 2025.
https://www.whitehawk.com/whitehawk-limited
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)?
New class
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs
issued over them)

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Appendix 3B - Proposed issue of securities

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Have you received confirmation from	Will the entity be seeking quotation
ASX that the terms of the proposed	of the 'new' class of +securities on
+securities are appropriate and	ASX?
equitable under listing rule 6.1?	Yes
Yes
ASX +security code New class-code to be confirmed	+Security description OPTION EXPIRING MAY-2028 EX $0.02
+Security type
Options
Number of +securities proposed to be issued
10,000,000
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 will have the
same terms as the Placement Options.
Please provide an estimate of the AUD	equivalent of the consideration being
provided for the +securities
0.00000001
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Options details
+Security currency	Exercise price	Expiry date
AUD - Australian Dollar	AUD 0.0200	5/5/2028
Details of the type of +security that will be issued if the option is exercised
WHK : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
One (1) fully paid ordinary share per one (1) option exercised.
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement.
The details and term of the Placement Option is set out in the Notice of General Meeting dated 10 January 2025.
https://www.whitehawk.com/whitehawk-limited
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)?

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Appendix 3B - Proposed issue of securities

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New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them) Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? Yes Yes ASX +security code +Security description New class-code to be confirmed OPTION EXPIRING MAY-2028 EX $0.02 +Security type Options Number of +securities proposed to be issued 2,000,000 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 PEAK agreed to convert $60,000 of their fees into shares on the same terms as the Placement announced on 26 November 2024, resulting in the issue of 6,000,000 shares which has been completed and 2,000,000 Placement Options subject of this Appendix 3B. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.00000001 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0200 5/5/2028 Details of the type of +security that will be issued if the option is exercised WHK : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised One (1) fully paid ordinary share per one (1) option exercised. Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities

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Appendix 3B - Proposed issue of securities

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proposed to be issued or provide the information by separate announcement.

The details and term of the Placement Option is set out in the Notice of General Meeting dated 10 January 2025. https://www.whitehawk.com/whitehawk-limited

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)?
New class
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs
issued over them)
Have you received confirmation from	Will the entity be seeking quotation
ASX that the terms of the proposed	of the 'new' class of +securities on
+securities are appropriate and	ASX?
equitable under listing rule 6.1?	Yes
Yes
ASX +security code	+Security description
New class-code to be confirmed	OPTION EXPIRING MAY-2028 EX $0.02
+Security type
Options
Number of +securities proposed to be	issued
1,666,667
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 will have the same terms as the Placement Options.
Please provide an estimate of the AUD	equivalent of the consideration being
provided for the +securities
0.00000001
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes

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Appendix 3B - Proposed issue of securities

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Options details

+Security currency

AUD - Australian Dollar

Exercise price AUD 0.0200

Expiry date 5/5/2028

Details of the type of +security that will be issued if the option is exercised

WHK : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

One (1) fully paid ordinary share per one (1) option exercised.

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

The details and term of the Placement Option is set out in the Notice of General Meeting dated 10 January 2025. https://www.whitehawk.com/whitehawk-limited

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)? New class

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

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No Yes ASX +security code +Security description New class-code to be confirmed OPTION EXPIRING MAY-2029 EX $0.02

+Security type

Options

Number of +securities proposed to be issued

30,000,000

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

The issue is to provide a performance linked incentive component in the payments made to Viaticus Capital to align the interests with those of the Company's shareholders.

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Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
0.00000001
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Options details
+Security currency Exercise price	Expiry date
AUD - Australian Dollar AUD 0.0200	5/5/2029
Details of the type of +security that will be issued if the option is exercised
WHK : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised One (1) fully paid ordinary share per one (1) option exercised.
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement. The details and term of the Placement Option is set out in the Notice of General Meeting dated 10 January 2025. https://www.whitehawk.com/whitehawk-limited

Part 7C - Timetable

7C.1 Proposed +issue date 5/5/2025

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? Yes 7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 11/2/2025 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

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Appendix 3B - Proposed issue of securities

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Part 7E - Fees and expenses

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

Yes

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?

Management fee of 2% under the offer and capital raising fee of 4% on funds raised by PEAK excluding GST, plus issue of 10 million options being in the same terms and class as the Placement Options.

In addition, PEAK has agreed to convert $60,000 of their fees into shares on the same terms as the Placement.

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, repay amounts owing to Lind Global Fund II LP, and supporting working capital of the Company.

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

Shareholder approval was received on 11 February 2025 in relation to the issue of options. Refer to the Notice of General Meeting dated 10 January 2025 for further information.

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 +disclosure document or +PDS for the +securities proposed to be issued

Appendix 3B - Proposed issue of securities

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