WHITEHAWK LIMITED — Director's Dealing 2022

Dec 20, 2022

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity	Whitehawk Limited
ABN	97 620 459 823

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Terry Roberts
Date of last notice	11 February 2021

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.
Date of change	N/A
No. of securities held prior to change	22,287,162 Fully Paid Ordinary Shares
Class	N/A
Number acquired	N/A
Number disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and estimatedvaluation	N/A
No. of securities held after change	22,287,162 Fully Paid Ordinary Shares

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Nature of change See below Part 2 – Change of director’s Example: on-market trade, off-market trade, interest in contracts exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	On 31 October 2017, the Company entered a Exchange Agreement with the shareholders of WhiteHawk US (US Shareholder) andViaticus Capital PtyLtd
Nature of interest	Pursuant to the Exchange Agreement, US Shareholders to receive shares in the Company upon the achievement of certain milestones of the Company’s business.
Name of registered holder (if issued securities)	-
Date of change	21 December 2022
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	On 31 October 2017, the Company entered a Exchange Agreement with the shareholders of WhiteHawk US (US Shareholder) and Viaticus Capital Pty Ltd. Pursuant to the Exchange Agreement, US Shareholders to receive shares in the Company upon the achievement of certain milestones of the Company’s business. The milestones are summarised in Section 13.1(a) of the Replacement Prospectus released on the ASX Announcement Platform on 22 January 2018. Subject to following milestones being met under the Exchange Agreement, Ms Roberts may be issued: 1. 16,257,600 shares upon the Company’s 5 day VWAP exceeding A$0.60 and achieving one of the below (a) Consolidated revenue of $5 million from the WhiteHawk US business; or (b) 1,000 customer products; or (c) 2,500 on-line contracts 2. 16,257,600 shares upon the Company’s 5 day VWAP exceeding A$0.80 and achieving one of the below (a) Consolidated revenue of $10 million from the WhiteHawk US business; or (b) 2,000 customer products; or (c) 5,000 on-line contracts
Interest acquired	-

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Interest disposed	The conditional right to 32,515,200 shares (“conditional shares”) lapsed because the specified milestones have not been met by the expiry date.
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	Nil

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	-
If prior written clearance was provided, on what date was this provided?	-

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3