WHK
Whitehawk Limited
ASX
Notice of General Meeting/Proxy Form
Sentiment:
Notice of General Meeting
12 September 2024 6:19 PM
WhiteHawk Limited shareholders are invited to a virtual general meeting on October 17, 2024, to vote on resolutions concerning share issuances to Lind Partners and directors, including the ratification of a prior share issue.
Capital raise
Resolution 1 seeks ratification of a prior share issue of 15,000,000 shares to Lind Partners.
Resolution 2 proposes issuing 12,500,000 options to Lind Partners.
Resolutions 3 and 4 seek approval for future share issuances to Lind Partners.
Resolution 5 proposes issuing 200,000 shares to related party Phil George.
Summary
- WhiteHawk Limited is holding a virtual general meeting on October 17, 2024, at 9:00 am (AEDT).
- Shareholders can attend the meeting virtually via Zoom after pre-registering.
- The meeting will cover eight resolutions, primarily focused on share issuances.
- Resolution 1 seeks ratification of a prior issue of 15,000,000 shares to Lind Partners at $0.022 per share.
- Resolution 2 proposes issuing 12,500,000 options to Lind Partners, exercisable at $0.022 within three years.
- Resolutions 3 and 4 seek approval for future share issuances to Lind Partners under 2024 and 2022 agreements, respectively.
- Resolution 5 concerns issuing 200,000 shares to related party Phil George.
- Resolutions 6-8 propose issuing incentive performance rights to directors Phil George, Melissa King, and Brian Hibbeln.
- Shareholders can vote in real-time during the meeting or submit their votes in advance by October 15, 2024.
- Detailed information on the resolutions and voting procedures is available on WhiteHawk's website and ASX announcement platform.
Sentiment
Score: 5
Explanation: The announcement is neutral. While the company is securing funding, there are also risks associated with share dilution and market volatility.
Highlights
- Virtual general meeting scheduled for October 17, 2024, at 9:00 am (AEDT).
- Pre-registration required for virtual attendance via Zoom.
- Eight resolutions to be considered, mainly concerning share issuances.
- 15,000,000 shares previously issued to Lind Partners at $0.022 per share require ratification.
- Proposed issuance of 12,500,000 options to Lind Partners, exercisable at $0.022 within three years.
- Future share issuances to Lind Partners under 2024 and 2022 agreements require shareholder approval.
- 200,000 shares to be issued to related party Phil George.
- Incentive performance rights to be issued to directors Phil George, Melissa King, and Brian Hibbeln.
- Proxy voting deadline is 9:00 am (AEDT) on October 15, 2024.
Positives
- WhiteHawk is securing additional funding through share issuances and options.
- The company is providing shareholders with a convenient virtual meeting option.
- The share issuances are intended to support the company's growth and working capital.
- Incentive performance rights align the interests of directors with shareholders.
Negatives
- The resolutions involve significant share dilutions.
- The company's share price has been volatile recently.
Risks
- The success of the company's future plans depends on securing and executing contracts.
- Share price volatility could impact the value of the issued shares and options.
- Failure to obtain shareholder approval for the resolutions could hinder the company's plans.
Future Outlook
The company intends to use the funds raised to support its pipeline of cyber risk contract opportunities in Australia and the US.
Management Comments
- The Directors (other than Mr George who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Remuneration Review Shares because the agreement to issue the Remuneration Review Shares, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.
- For this reason, the Directors do not believe that it is appropriate to make a recommendation on Resolutions 6 to 8 of this Notice.
Industry Context
This announcement reflects the ongoing need for cybersecurity solutions and the financing strategies employed by companies in the sector to fund growth and expansion.
Next Steps
- Hold a virtual general meeting on October 17, 2024.
- Issue shares and options to Lind Partners (subject to shareholder approval).
- Issue shares to Phil George (subject to shareholder approval).
- Issue incentive performance rights to directors (subject to shareholder approval).
Key Dates
- August 6, 2024: Subscription agreement with Lind Partners announced
- August 7, 2024: 15,000,000 shares issued to Lind Partners
- August 22, 2024: Share price used for valuation of Incentive Performance Rights
- August 23, 2024: Valuation date for Incentive Performance Rights
- August 24, 2024: Foreign exchange rate used for valuation of Incentive Performance Rights
- October 14, 2024: Deadline for submitting questions before the meeting
- October 15, 2024: Deadline for submitting proxy votes
- October 17, 2024: Date of the virtual general meeting
- January 7, 2025: Date when subscription price changes under 2024 agreement
- August 7, 2025: Date when subscription price changes under 2024 agreement
- August 7, 2026: Date when subscription price changes under 2024 agreement
- January 19, 2025: First vesting date for Incentive Performance Rights
- January 19, 2026: Second vesting date for Incentive Performance Rights
- January 19, 2027: Third vesting date for Incentive Performance Rights
Keywords
WhiteHawk, Share Issuance, General Meeting, Lind Partners, Options, Virtual Meeting, Shareholder Approval, Corporate Governance, Cybersecurity
WHK
Whitehawk Limited
ASX
Sector: Software & Services
Filings with Classifications
Capital raise
17 April 2025 12:02 AM
Notice of Annual General Meeting
- The company is seeking approval to issue future shares to Lind Partners under the 2024 Agreement.
- The company is seeking approval of a 7.1A mandate to issue up to 10% of the company's issued capital.
Capital raise
28 March 2025 12:03 AM
Annual Report
- The company has the ability to continue to raise additional funds on a timely basis pursuant to the Corporations Act 2001.
Worse than expected
28 March 2025 12:03 AM
Annual Report
- The company reported a net loss after tax of US$1,780,630, indicating that the company is not yet profitable.
Better than expected
27 February 2025 4:04 PM
Preliminary Final Report
- The company's revenue increased by 15.6% compared to the previous year.
Capital raise
10 February 2025 5:54 PM
General Meeting Results
- The company received approval to issue Tranche 2 placement shares.
- The company received approval to issue placement options.
- The company received approval to issue broker options.
- The company received approval to issue securities to Peak in lieu of fees.
- The company received approval to issue securities to Viaticus Capital.
- The company received approval to issue incentive options to Viaticus Capital.
Worse than expected
30 January 2025 4:18 PM
Quarterly Activities Report
- The company reported a net cash loss from operations of US$84,000 for the quarter, indicating worse than expected financial performance.
Capital raise
30 January 2025 4:18 PM
Quarterly Activities Report
- WhiteHawk will seek shareholder approval to raise up to $535,000 under Tranche 2 of the Placement at the General Meeting scheduled on 11 February 2025.
Capital raise
9 January 2025 7:37 PM
Notice of General Meeting
- The company is seeking approval to issue up to 53,500,000 shares at $0.01 each, potentially raising $535,000.
- The company is also issuing options to placement participants, brokers, and consultants, which could lead to further capital raises if exercised.
Better than expected
12 December 2024 6:42 PM
Contract Renewal Announcement
- The contract renewal represents increased revenue compared to the previous contract with the same client.
Capital raise
1 December 2024 9:21 PM
Capital Raise Announcement
- WhiteHawk Limited is raising capital through the issue of 120,000,000 ordinary shares at AUD 0.01000 each and 40,000,000 placement options.
- The capital raise is subject to shareholder approval by January 28, 2025.
Delay expected
1 December 2024 9:21 PM
Capital Raise Announcement
- The issue date for the shares and placement options has been delayed pending shareholder approval, which is expected by January 28, 2025.
Capital raise
1 December 2024 9:10 PM
Securities Quotation Application
- Further share issues are planned to complete the placement, subject to shareholder approval.
Capital raise
25 November 2024 5:28 PM
Capital Raise Proposal
- WhiteHawk Limited is proposing to issue 56,000,000 ordinary shares and 28,666,667 options.
- The funds raised will be used for business growth, further development of AI-based cybersecurity solutions, debt repayment, and working capital.
Capital raise
25 November 2024 5:28 PM
Capital Raise Announcement
- Further capital raising is planned, subject to shareholder approval, involving the issuance of additional shares and options.
Better than expected
25 November 2024 5:28 PM
Capital Raise Announcement
- The successful A$1.7 million capital raise exceeded expectations, providing WhiteHawk with the resources to pursue its growth strategy and repay debt.
Capital raise
21 November 2024 5:13 PM
Trading Halt Announcement
- WhiteHawk Limited is planning a capital raising.
Capital raise
12 September 2024 6:19 PM
Notice of General Meeting
- Resolution 1 seeks ratification of a prior share issue of 15,000,000 shares to Lind Partners.
- Resolution 2 proposes issuing 12,500,000 options to Lind Partners.
- Resolutions 3 and 4 seek approval for future share issuances to Lind Partners.
- Resolution 5 proposes issuing 200,000 shares to related party Phil George.
Capital raise
6 August 2024 7:37 PM
Capital Raise Announcement
- WhiteHawk has secured an initial A$500,000 investment from Lind Global Fund II, LP.
- The Investment may be increased up to A$1M at a later stage on the same terms subject to mutual agreement.
- The company will issue 12,500,000 unlisted 3-year options to Lind at a 2c exercise price, subject to shareholder approval.
Delay expected
31 July 2024 1:45 AM
Quarterly Activities Report
- The final award of Peraton's bid for the Veterans Affairs Supply Chain Risk Management (SCRM) contract is delayed.
- The contract competition with D&B on the U.S. General Services Administration (GSA) SCRIPTS BPA Contract Vehicle has been delayed.
Capital raise
31 July 2024 1:45 AM
Quarterly Activities Report
- The Company is currently exploring funding options in the market in the event of delay of pending new contracts.
Capital raise
3 April 2024 10:34 PM
Notice of Annual General Meeting
- The company is seeking approval to issue up to 44,444,445 Placement Options to placement participants.
- The company is seeking approval to issue up to 17,777,778 Lead Manager Options to Alpine Capital.
- The company is seeking approval to issue up to 12,500,000 Consultant Options to Viaticus Capital.
- The company is seeking approval for a 7.1A mandate, allowing the company to issue equity securities up to 10% of its issued capital.
Delay expected
27 March 2024 8:34 PM
Annual Report
- The final award of Peraton's bid for Veterans Affairs Supply Chain Risk Management (SCRM) was delayed by 5 months.
- A Critical Infrastructure Cyber Risk Assessment (CIRA) Program contract for USD $1.9M, for State and Local client via Peraton delayed in procurement and State Legislature.
Worse than expected
27 March 2024 8:34 PM
Annual Report
- The company reported a net loss after tax of US$2,844,279, which is worse than the previous year's loss of US$1,537,740.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.