RISK FACTORS & DISCLOSURES

An investment in WhiteHawk Minerals Series F Redeemable Preferred Stock involves certain risks, including the risk of a substantial loss of investment. You should carefully consider the information set forth in the “Risk Factors” section of the prospectus for a discussion of material risk factors relevant to an investment in WhiteHawk Minerals Series F Redeemable Preferred Stock, including but not limited to the following:

• No assurance of any liquidity event for the Preferred Stock within any particular time frame but if the Board elects to proceed with a Liquidity Event an investment in the Series F Preferred Stock will be illiquid for a period of time.
• Our obligations to pay dividends or make distributions and, upon liquidation of us, liquidation payments in respect of the Preferred Stock is subordinate to our obligations to make any principal and interest payments with respect to our existing and future debt and securities.
• Redemptions may be subject to certain restrictions and limits and WhiteHawk may amend or terminate its redemption program at its discretion.
• The Company may redeem Shares of Series F Preferred Stock for shares of Class A common stock, which rank junior to the Series F Preferred Stock.
• The Series F Preferred Stock is subordinated in right of payment to our existing and future debt, and your interests could be diluted by the issuance of additional preferred stock, including additional shares of Series F Preferred Stock, and by other transactions.
• The Board is under no obligation to conduct a valuation of WhiteHawk assets or determine the NAV per Preferred Share within any particular time frame or at all.
• The Preferred Stock offering price is based on a fixed stated value and not based upon any independent valuation of WhiteHawk.
• A substantial or extended decline in commodity prices may adversely affect our business, financial condition, results of operations and cash flows.

These and other risks may impact the company’s financial condition, operating results, returns to its investors, and ability to make distributions as stated in the company’s prospectus.

Investors should consider the investment objectives, risks, charges and expenses of the investment company carefully before investing. The prospectus contains this and other relevant information. Investors should read the prospectus carefully before investing.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED ANY OFFERING OF WHITEHAWK MINERALS CORP. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED HEREIN. AN OFFERING IS MADE ONLY BY THE PROSPECTUS. THIS MATERIAL MUST BE PRECEDED OR ACCOMPANIED BY A PROSPECTUS. ALL INFORMATION CONTAINED IN THIS MATERIAL IS QUALIFIED IN ITS ENTIRETY BY THE TERMS OF THE PROSPECTUS. THE ACHIEVEMENT OF ANY GOALS IS NOT GUARANTEED.