WHITEHAWK LIMITED — Proxy Solicitation & Information Statement 2024

Jan 18, 2024

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19 January 2024

Dear Shareholders,

NOTICE OF GENERAL MEETING

The General Meeting of WhiteHawk Limited is scheduled to be held on Tuesday 20 February 2024 at 9:00 am (AEDT) ( Meeting ).

The Board has resolved to hold the Meeting virtually and there will not be a physical location where shareholders can attend the Meeting in person.

The Company will not be sending hard copies of the Notice of Meeting to shareholders unless a shareholder has previously requested a hard copy. The Notice of Meeting can be viewed and downloaded from https://www.whitehawk.com/whitehawk-limited.

If you are unable to access any of the Meeting online, please contact the Company’s Share Registry, Automic Registry, on +1300 288 664 or via email at meetings@automicgroup.com.au.

The Company will notify Shareholders via the Company’s website at www.whitehawk.com and the Company’s ASX Announcement Platform at www.asx.com.au (ASX: WHK) if changing circumstances impact the planning or arrangements for the Meeting.

How to attend the Virtual Meeting

To attend the Virtual Meeting, please pre-register in advance for the Virtual Meeting via the following link. After online registration, a confirmation of registration and information on how to attend the Virtual meeting will be provided.

- https://us02web.zoom.us/webinar/register/WN_U mBkHKWRpy6OhA4VUxSJQ

Participating in the Virtual Meeting

Shareholders and proxyholders attending the Virtual Meeting may submit questions in advance of the Virtual Meeting by emailing their questions to investors@whitehawk.com. Shareholders and proxyholders may also vote on the resolutions in real time during the Virtual Meeting and may ask questions online once they have been verified. It may not be possible to respond on all questions raised during the Meeting and therefore shareholders are encouraged to submit questions prior to the Virtual Meeting before 5:00pm (AWST) on Friday 16 February 2024.

How to vote in real time during the Virtual Meeting

In order to vote virtually in real time during the Virtual Meeting, shareholders will need to create/register and have an account with Company’s share registry, Automic, via the following link. If live voting for the Virtual Meeting is open, click on “meeting open for voting” and follow the steps provided.

https://investor.automic.com.au/#home

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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How to submit your vote in advance of the Virtual Meeting

Shareholders may also vote at the Virtual Meeting by completing and lodging their Proxy Form online via the following link. Alternatively, shareholders may follow the instructions set out on the Proxy Form. Proxy voting instructions must be received by 9:00am (AEDT) on Sunday 18 February 2024.

https://investor.automic.com.au/#/loginsah

-ENDS-

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

For more information:

Media inquiries (USA) Investor inquiries (AUS) Institutional Inquiries WhiteHawk WhiteHawk Viaticus Capital Marketing & Communications Company Secretary Principal Morgan Goodale Kevin Kye Gavin Rezos publicrelations@whitehawk.com investors@whitehawk.com grezos@viaticuscapital.com +1 571 236 8526 +61 8 6311 4636 +447447560303

About WhiteHawk

Launched in 2016, WhiteHawk began as a cyber risk advisory service with a vision to develop the first online self-service, cyber security exchange, simplifying how companies and organizations discover, decide, and purchase cyber security solutions that directly mitigate their key cyber business risks. Today, we help US companies to connect to content, solutions, and service providers through evolving our rich data and user experience. WhiteHawk is a cloud-based cyber security exchange platform that delivers virtual consultations, Artificial Intelligence Cyber Risk Profile’s that immediately match customers to tailored ‘solutions on demand. The platform enables customers to leverage their tailored Security Story to find affordable and impactful cyber tools, content, and relevant services through our algorithms and expertise, to better understand how to improve and stay ahead of today’s cyber threats. The Platform enables companies to fill their needs on an ongoing basis with demonstrated cost and time savings. For more information, visit www.whitehawk.com.

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

WHITEHAWK LIMITED ACN 620 459 823 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 9:00am (AEDT) DATE : Tuesday, 20 February 2024 PLACE : The Meeting will be held online . To attend the Meeting, please use the following link and follow the instructions set out in this Notice: - https://us02web.zoom.us/webinar/register/WN_U mBkHKWRpy6OhA4VUxSJQ.

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

IMPORTANT INFORMATION: The Meeting will be held as a virtual meeting only. If you are a Shareholder and you wish to attend the Meeting virtually, please register in advance for the Meeting in accordance with this Notice.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 9:00am (AEDT) on Sunday, 18 February 2024.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUES OF SHARES TO LIND PARTNERS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 41,788,230 Shares to Lind Partners on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

2. RESOLUTION 2 – APPROVAL TO ISSUE SHARES TO LIND PARTNERS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 8,333,334 Shares to Lind Partners on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

3. RESOLUTION 3 – APPROVAL TO ISSUE SHARES – FUTURE CAPITAL RAISING

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to that number of Shares, when multiplied by the issue price, will raise up to $2,500,000 on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

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Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out below by or on behalf of the following persons:

Resolution 1 – Ratification of prior issue of Shares to Lind Partners	A person who participated in the issue or is a counterparty to the agreement being approved (namely Lind Partners (or its nominee)) or an associate of that person or those persons.
Resolution 2 – Approval to issue Shares to Lind Partners	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely Lind Partners (or its nominee)) or an associate of that person (or those persons).
Resolution 3 – Approval to issue Shares – Future Capital Raising	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely the Future Capital Raising participants (or their nominees/)) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting and online attendance

How to attend the Meeting

To attend the Meeting, please pre-register in advance for the Meeting via the following link: - https://us02web.zoom.us/webinar/register/WN_U mBkHKWRpy6OhA4VUxSJQ

After online registration, a confirmation of registration and information on how to attend the Virtual meeting will be provided.

Participating in the Meeting

Shareholders and proxyholders attending the Meeting may submit questions in advance of the Meeting by emailing their questions to investors@whitehawk.com .

Shareholders and proxyholders may also vote on the Resolutions in real time during the Meeting and may ask questions online once they have been verified. It may not be possible to respond on all questions raised during the Meeting and therefore Shareholders are encouraged to submit questions prior to the Meeting before 5:00pm (AWST) on Friday, 16 February 2024.

How to vote in real time during the Meeting

In order to vote virtually in real time during the Meeting, Shareholders will need to create/register and have an account with Company’s share registry, Automic, via the following link: https://investor.automic.com.au/#home

If live voting for the Meeting is open, click on “meeting open for voting” and follow the steps provided.

How to submit your vote in advance of the Meeting

Shareholders may also vote at the Meeting by completing and lodging their Proxy Form online via the following link: https://investor.automic.com.au/#/loginsah

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Alternatively, shareholders may follow the instructions set out on the Proxy Form. Proxy voting instructions must be received by 9:00am (AEDT) on Sunday, 18 February 2024.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (2) proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

In accordance with the Company’s Constitution as approved by Shareholders on 4 May 2022, the Directors have elected to hold the Meeting virtually and therefore Shareholders will not be able to physically attend the Meeting in person.

Accordingly, the Directors strongly encourage all Shareholders to either lodge a directed Proxy Form prior to the Meeting or attend and vote online at the Meeting in accordance with the instructions set out above in this Notice.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6311 4636.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUES OF SHARES TO LIND PARTNERS

1.1 General

The Company has issued an aggregate of 41,788,230 Shares ( Subscription Shares ) at various issue prices per Share pursuant to a Share Subscription Agreement entered into between the Company and Lind Global Fund II, LP ( Lind Partners ) ( Share Subscription Agreement ). The Subscription Shares were issued as follows:

• (a) 2,343,750 Subscription Shares were issued on 3 March 2023 at an issue price of $0.064 per Share;

• (b) 3,658,537 Subscription Shares were issued on 1 May 2023 at an issue price of $0.041 per Share;

• (c) 5,769,231 Subscription Shares were issued on 30 June 2023 at an issue price of $0.026 per Share;

• (d) 5,000,000 Subscription Shares were issued on 4 September 2023 at an issue price of $0.030 per Share;

• (e) 6,818,182 Subscription Shares were issued on 3 October 2023 at an issue price of $0.022 per Share;

• (f) 9,375,000 Subscription Shares were issued on 6 November 2023 at an issue price of $0.016 per Share; and

• (g) 8,823,530 Subscription Shares were issued on 1 December 2023 at an issue price of $0.017 per Share.

The issue of the Subscription Shares did not breach Listing Rule 7.1 at the time of their various issues as set out above.

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 10 May 2023.

The issue of the Subscription Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder

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approval under Listing Rule 7.1 for the 12 month period following the dates of issue of the Subscription Shares.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Subscription Shares.

Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Subscription Shares.

1.2 Technical information required by Listing Rule 14.1A

If Resolution 1 is passed, the Subscription Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the various dates of issue of the Subscription Shares set out above.

If Resolution 1 is not passed, the Subscription Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the various dates of issue of the Subscription Shares set out above.

Resolution 1 is independent of Resolutions 2 and 3.

1.3 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 1:

• (a) the Subscription Shares were issued to Lind Partners (or its nominee);

• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms Lind Partners is a substantial shareholder of the Company and the Shares issued to Lind Partners equate to more than 1% of the issued capital of the Company;

• (c) an aggregate of 41,788,230 Subscription Shares were issued and the Subscription Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Subscription Shares were issued on various dates and at various deemed issue prices per Share. The Company received consideration for the Subscription Shares in accordance with the Share Subscription Agreement summarised in Schedule 1. The Subscription Shares were issued as follows:

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• (i) 2,343,750 Subscription Shares were issued on 3 March 2023 at an issue price of $0.064 per Share;

• (ii) 3,658,537 Subscription Shares were issued on 1 May 2023 at an issue price of $0.041 per Share;

• (iii) 5,769,231 Subscription Shares were issued on 30 June 2023 at an issue price of $0.026 per Share;

• (iv) 5,000,000 Subscription Shares were issued on 4 September 2023 at an issue price of $0.030 per Share;

• (v) 6,818,182 Subscription Shares were issued on 3 October 2023 at an issue price of $0.022 per Share;

• (vi) 9,375,000 Subscription Shares were issued on 6 November 2023 at an issue price of $0.016 per Share; and

• (vii) 8,823,530 Subscription Shares were issued on 1 December 2023 at an issue price of $0.017 per Share;

• (e) the purpose of the issue of the Subscription Shares was to satisfy the Company’s obligations under the Share Subscription Agreement; and

• (f) the Subscription Shares were issued to Lind Partners (or its nominee) under the Share Subscription Agreement. A summary of the material terms of the Share Subscription Agreement is set out in Schedule 1.

2. RESOLUTION 2 – APPROVAL TO ISSUE SHARES TO LIND PARTNERS

2.1 Background Information

Under the Share Subscription Agreement, the Company is required to issue 8,333,334 Shares at an issue price of $0.018 per Share ( Subscription Notice Shares ) pursuant to a subscription notice issued by Lind Partners to the Company on 22 December 2023 ( Subscription Notice ).

The purpose of Resolution 2 is to seek shareholder approval of the issue of the Subscription Notice Shares to Lind Partners (or its nominee) under the Share Subscription Agreement for the three-month period from the date of this Meeting. This is the maximum period allowed for this type of approval under the Listing Rules.

As summarised in Section 1.1 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The proposed issue of the Subscription Notice Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

2.2

Technical information required by Listing Rule 14.1A

If Resolution 2 is passed, the Company will be able to proceed with the issue of the Subscription Notice Shares. In addition, the issue of the Subscription Notice Shares will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

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If Resolution 2 is not passed, the Company will not be able to proceed with the issue of the Subscription Notice Shares and the Company will be in breach under the Share Subscription Agreement, meaning that the Company will have to seek alternative means of satisfying its obligations under the Share Subscription Agreement.

Resolution 2 is independent of Resolutions 1 and 3.

Resolution 2 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Subscription Notice Shares.

2.3 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 2:

• (a) the Subscription Notice Shares will be issued to Lind Partners (or its nominee);

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that Lind Partners is a substantial holder of the Company and the Shares issued to Lind Partners equate to more than 1% of the issued capital of the Company;

• (c) the maximum number of Subscription Notice Shares to be issued is 8,333,334;

• (d) The Subscription Notice Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (e) the Subscription Notice Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that the issue of the Subscription Notice Shares will occur on the same date;

• (f) the issue price of the Subscription Notice Shares is $0.018 per Share, calculated in accordance with the terms of the Share Subscription Agreement (which are summarised in Schedule 1). The Company will not receive any other consideration for the issue of the Subscription Notice Shares;

• (g) the purpose of the issue of the Subscription Notice Shares is to satisfy the Company’s obligations under the Share Subscription Agreement;

• (h) the Subscription Notice Shares are being issued to Lind Partners (or its nominee) under the Share Subscription Agreement. A summary of the material terms of the Share Subscription Agreement is set out in Schedule 1; and

• (i) the Subscription Notice Shares are not being issued under, or to fund, a reverse takeover.

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3. RESOLUTION 3 – APPROVAL TO ISSUE SHARES – FUTURE CAPITAL RAISING

3.1 General

The Company may undertake a future capital raising with unrelated participants to raise up to $2,500,000 ( Future Capital Raising ). Accordingly, the Company is seeking Shareholder approval pursuant to Resolution 3 to issue up to that number of Shares which, when multiplied by the issue price, will raise up to $2,500,000 ( Capital Raising Shares ).

The Company is seeking to engage a broker or advisor to manage the issue of the Capital Raising Shares. The terms of such an engagement have not yet been finalised but it is likely that the broker or advisor will be paid a market standard percentage of the amount raised under the issue of the Capital Raising Shares.

As summarised in Section 1.1 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period. The proposed issue of the Capital Raising Shares does not fall within any of these exceptions and may exceed the 15% limit in Listing Rule 7.1. Accordingly, the Company is seeking Shareholder approval under Listing Rule 7.1 for the issue of the Capital Raising Shares in order to retain as much flexibility as possible to issue additional equity securities.

3.2 Use of Funds

The Company’s intends to use the funds raised by the issue of the Capital Raising Shares over the 6 to 12 months following the completion of the Future Capital Raising on terminating the Share Subscription Agreement with Lind Partners as well as for general working capital and corporate expenses.

3.3 Technical information required by Listing Rule 14.1A

The issue of the Capital Raising Shares does not fall within any of the exceptions set out in Listing Rule 7.2 and whilst the number of Capital Raising Shares may not exceed the 15% limit in Listing Rule 7.1, the Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval under Listing Rule 7.1. To do this, the Company is asking Shareholders to approve the issue of the Capital Raising Shares under Listing Rule 7.1 so that it does not use up any of the 15% limit on issue equity securities without Shareholder approval set out in Listing Rule 7.1.

If Resolution 3 is passed, the Company will be able to proceed with the issue of the Capital Raising Shares. In addition, the issue of the Capital Raising Shares will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 3 is not passed, the Company may be able to proceed with the issue of the Capital Raising Shares to the extent that the Company has sufficient placement capacity under Listing Rules 7.1 and 7.1A. If the Company does not have sufficient placement capacity to complete the Future Capital Raising, the Company will have reduced access to funding which may have an impact on its ongoing operations and the Company will have to consider other financing options.

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Resolution 3 is independent of Resolutions 1 and 2. Resolution 3 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Capital Raising Shares.

3.4 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 3:

• (a) the Capital Raising Shares will be issued to professional and sophisticated investors who will be identified by the Directors and/or a broker or advisor that is engaged by the Company to manage the issue of the Capital Raising Shares. The recipients will be identified through a bookbuild process, which will involve the Directors and/or a broker or advisor seeking expressions of interest to participate in the capital raising from non-related parties of the Company. The Company confirms that Shareholders who vote in favour of Resolution 3 will be excluded from participating in the Future Capital Raising if Resolution 3 is passed;

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) the maximum number of Capital Raising Shares to be issued is up to that number of Shares which, when multiplied by the issue price, equals $2,500,000. The Capital Raising Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Capital Raising Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Capital Raising Shares will occur on the same date;

• (e) the issue price of the Capital Raising Shares will be no less than a 25% discount of the volume weighted average prices calculated over the 15 trading days immediately before:

• (i) the date on which the price at which securities are to be issued is agreed; or

• (ii) if the securities are not issued within 10 trading days of the date in 3.4(e)(i), the date on which the securities are issued.

The Company will not receive any other consideration for the issue of the Capital Raising Shares;

• (f) the purpose of the issue of the Capital Raising Shares is to raise $2,500,000. The Company intends to apply the funds raised from the issue as set out in Section 3.2 above;

• (g) the Capital Raising Shares are not be issued under an agreement; and

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• (h) the Capital Raising Shares are not be issued under, or to fund, a reverse takeover.

3.5 Dilution

Set out below is a worked example of the number of Capital Raising Shares that may be issued under Resolution 3 based on an assumed issue prices of $0.013, $0.025 and $0.038 per Capital Raising Share, being the volume weighted average price for Shares on the 5 days on which sales in Shares were recorded before 8 January 2024, and the volume weighted prices which are 50% higher and 50% lower than that price.

Assumed issue price	Maximum number of Capital Raising Shares which may be **issued1 **	Current Shares on issue as at the date of this Notice2	Increase in the number of Shares on issue assuming the Company issued the maximum amount pursuant to Resolution 3 3	Dilution effect on existing Shareholders
$0.013	192,307,692	329,337,389	521,645,081	36.87%
$0.025	100,000,000	329,337,389	429,337,389	23.29%
$0.038	65,789,474	329,337,389	395,126,863	16.65%

Notes :

1. Rounded to the nearest whole number.

2. There are currently 329,337,389 Shares on issue as at the date of this Notice and this table assumes no Options are exercised, no convertible securities converted or additional Shares issued, other than the maximum number of Shares which may be issued pursuant to Resolution 3 (based on the assumed issue prices set out in the table).

3. The Company notes that the above workings are an example only and the actual issue price may differ. This will result in the maximum number of Shares to be issued and the dilution percentage to also differ.

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GLOSSARY

$ means Australian dollars.

AEDT means Australian Eastern Daylight Time as observed in Sydney, New South Wales.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

AWST means Western Standard Time as observed in Perth, Western Australia.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Capital Raising Shares has the meaning given in Section 3.1.

Chair means the chair of the Meeting.

Company means Whitehawk Limited (ACN 620 459 823).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Future Capital Raising has the meaning given in Section 3.1.

General Meeting or Meeting means the meeting convened by the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Lind Partners means Lind Global Fund II, LP.

Listing Rules means the Listing Rules of ASX.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

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Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

Share Subscription Agreement has the meaning given in Section 1.1.

Subscription Notice has the meaning given in Section 2.1.

Subscription Notice Shares has the meaning given in Section 2.1.

Subscription Shares has the meaning given in Section 1.1.

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SCHEDULE 1 – SUMMARY OF THE SHARE SUBSCRIPTION AGREEMENT

Overview	The parties have entered into a share subscription agreement ("SSA”).
	Lind will pre-pay A$2,000,000 (“Advance Payment”) for a deemed
	value of A$2,200,000 (“Advance Payment Credit”), which may be
	used to subscribe to ordinary shares of the Company (“Subscription
	Shares”) within 24 months from the date of Advance Payment.
	The Investor and the Company may agree to fund additional
	A$1,000,000 on pro-rata pricing and terms, upon mutual agreement
	after 180 days, or any other time upon mutual agreement.
Use of Proceeds	General working capital to support pipeline of cyber risk
	contract opportunities in Australia and the US.
Initial Shares	(a) On receipt of the Advance Payment, the Company will issue
	13,000,000 ordinary shares to investor (“Initial Shares”). Each
	Initial Share shall be deemed to be issued for the Fixed
	Purchase Price. The Initial Shares will reduce the Subscription
	Shares required to be issued under the SSA. The Initial Shares will
	be issued based on the Purchase Price as calculated at the
	time of payment.
	(b) After the termination of this Agreement the Investor must,
	subject to this clause 4 and there being no unused Advance
	Payment Credit, pay the Company the then current Purchase
	Price, multiplied by the Initial Share Number.
Subscription	Shares will be issued for the remaining amount of the Advance
Shares	Payment Credit (after issue of the Initial Shares) based on the
	Purchase Price defined below, within 24 months from the date of the
	Advance Payment.
	The Subscription Shares will also be subject to Lock Up Limit and Share
	Issuance Limit defined below.
	In the event of a termination of the SSA, Investor will make an
	additional payment to the Company equal to the Initial Shares (13
	million) multiplied by the Purchase Price as calculated at the time of
	payment.
	Once the Advance Payment Credit is A$500,000 or less, any issue of
	shares will be offset against any remaining Initial Shares.
	If any Advance Payment Credit remains 24 months after the
	Advance Payment, it will be used to subscribe for Subscription Shares
	at that time at the Purchase Price. (i.e., no cash payment required).
Purchase Price	The Subscription Shares will be issued at the Purchase Price, defined as
	the following:
	(a) Fixed Subscription Price at A$0.10 per share (Price A); or
	(b) Variable Subscription Price of 90% of the average of the five
	lowest daily VWAPs during the 20 actual trading days prior to
	the date on which the Subscription Price is to be determined,
	rounded down to the lowest A$0,001 (Price B)
Lock Up Limit	For 150 days, Investor can only request share issuance at Price A.
Share Issuance Limit	The Purchase Price in relation to issue of the Subscription Shares will be
	limited (Share Issuance Limit) as follows:
	Months 1 – 5: Price A only
	Months 6 – 12: Price A – no limit

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	Price B – limited to $150,000 per month
	Months 13 to 24: No limit
Options	Subject to obtaining shareholder approval at the next Annual
	General Meeting, the Company will issue 15,000,000 unlisted options,
	with exercise price of A$0.10 per option and expiration date of 36
	months after issue.
	Where shareholder approval is not obtained, Lind may reduce the
	number of Initial Shares by 5,000,000 shares.
	Pro-rata options will be issued for follow-on tranches, subject to
	requisite shareholder approvals.
Company’s rights	Company’s option to pay in cash
	Company will have the right (but not the obligation) to forego issuing
	shares for any Investor request for share issuance and, instead, pay
	cash for the value of shares that would have been issued at the
	Purchase Price.
	Company buy-back right
	Company will have the right (but not the obligation) to repay 100% of
	the Investment amount outstanding (amount for which Shares have
	not yet been issued) at any time by providing notice to Investor and
	repaying that amount in cash (“Buy-Back Right”). Should Company
	exercise its Buy-Back Right, Investor will have the option to exclude up
	to 1/3 of the outstanding Investment amount from being repaid and
	receive shares at the Purchase Price.
	Company’s option to terminate
	Company will have the right to terminate the Agreement at any time.
Fees and expenses	3.0% fee of the Funded Amount (AU$60,000) will be deducted via
	offset of funds advanced.
	In addition, the Company shall make a non-refundable payment
	towards the Investor’s legal costs in the amount of AU$15,000 to a
	law firm designated by the Investor on execution of the Term Sheet.
	The private placement was arranged by Viaticus, as advisor to
	Whitehawk, for which Viaticus will receive a 1% transaction
	management fee.
Placement Capacity	The Options will be issued subject to shareholder approval.
	The Initial Shares will be issued pursuant to the Company’s placement
	capacity under ASX Listing Rule 7.1.
	If necessary, the Company will obtain a refreshment of its share
	capacity and an approval of the Agreement at its next shareholder
	meeting.
	The aggregate maximum number of Initial Shares and Subscription
	Shares that the Company will be required to issue under the SSA is
	33,000,000 Subscription Shares.
	The aggregate maximum number of new Shares (which for clarity
	does not include any Shares the past issue of which has been ratified
	by the Company’s shareholders in a manner permitted under the
	Listing Rules) that the Company may or is required to issue on the issue
	of the Initial Shares and on one or more subscriptions, without the
	Company first obtaining Shareholder Approval, is 33,000,000.
Shorting	Investor will not trade in the Company’s shares prior to the date of
	the Agreement and will onlysell the Company’s shares if, at the time

14

	of the sale, it has a presently exercisable and unconditional right to
	vest the shares and otherwise complies with the requirements of the
	Corporations Act.
	Investor will be limited to selling no more than a total of AU$150,000 of
	Advanced Placement Shares within the first 150 days after closing;
	thereafter, these restrictions will no longer apply.
Other	There is no security provided by the Company in respect of the SSA.
	No interest is payable under the SSA.

15

Whitehawk Limited | ABN 97 620 459 823

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Proxy Voting Form If you are attending the virtual Meeting please retain this Proxy Voting Form

for online Securityholder registration.

Your proxy voting instruction must be received by 09.00am (AEDT) on Sunday, 18 February 2024 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 – APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form , including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders should sign. Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address: Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

Lodging your Proxy Voting Form:

Online

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsah or scan the QR code below using your smartphone

Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.

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BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic:

WEBSITE: https://automicgroup.com.au/

PHONE:

1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

VIRTUAL PARTICIPATION AT THE MEETING:

I/We being a Shareholder entitled to attend and vote at the General Meeting of Whitehawk Limited, to be held virtually at 09.00am (AEDT) on Tuesday, 20 February 2024 hereby:

The company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic, where

Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as platform powered by Automic, where your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or shareholders will be able to watch, listen, and the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have vote online. been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. To access the virtual meeting: 1. Open your internet browser and go to investor.automic.com.au 2. Login with your username and password or The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is click “register” if you haven’t already created entitled to vote. an account. Shareholders are encouraged to Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising create an account prior to the start of the the Chair to vote in accordance with the Chair’s voting intention. meeting to ensure there is no delay in attending the virtual meeting Further information on how to do this is set out in the Notice of Meeting. The Explanatory Notes that accompany and form part of the Notice of Meeting describe the various matters to be considered.

STEP 2 - Your voting direction

MP Resolutions For Against Abstain 1 Ratification of Prior Issue of Shares to Lind Partners 2 Approval to Issue Shares to Lind Partners 3 Approval to Issue Shares – Future Capital Raising Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

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STEP 3 – Signatures and contact details
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone Date (DD/MM/YY)
/ /
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).
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