WhiteHawk Minerals Corp 8-K, filed Oct 6, 2026
WhiteHawk Minerals Corp. (WHK)
About this 8-K
WhiteHawk Minerals Corp filed this 8-K on October 6, 2026, reporting on events of October 1, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 6, 2026 (
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
|||
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification Number) |
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities |
registered pursuant to Section 12(b) of the Act: |
|
|
|
|
|
Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On October 6, 2026, WhiteHawk Minerals Corp. (the “Company”) entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) with Preferred Capital Securities, LLC (the “Dealer Manager”), pursuant to which the Dealer Manager has agreed to serve as the Company’s agent and dealer manager for the Company’s offering (the “Offering”) of up to 100,000 shares (the “Shares”) of Series F Redeemable Preferred Stock, par value $0.0001 per share (the “Series F Preferred Stock”), as set forth in the Prospectus (as defined below). The Company filed the Certificate of Designations of the Series F Redeemable Preferred Stock relating to the Shares (the “Certificate of Designations”) with the Secretary of State of the State of Delaware on October 1, 2026.
On October 1, 2026, the Company filed a registration statement on Form S-1 (File No. 333-299246) (the “Registration Statement”), including a prospectus, with the Securities and Exchange Commission (the “SEC”) under the Securities Act to register the offer and sale of the Shares, which Registration Statement was declared effective by the SEC on October 6, 2026. The Shares will be offered and sold pursuant to the prospectus contained in the Registration Statement (the “Prospectus”).
Pursuant to the Certificate of Designations, the Series F Preferred Stock will pay cumulative dividends at a fixed annual rate of 7.5% per annum of the stated value of $1,000.00 per share (the “Stated Value”). Prior to the listing of Series F Preferred Stock on a national securities exchange, each holder of shares of Series F Preferred Stock is entitled to redeem any portion of the outstanding shares held by such holder at any time, subject to certain early redemption fees and limitations. The Company may, at its option, redeem shares of Series F Preferred Stock on or after the first anniversary of the date on which such shares have been issued upon not more than 90 calendar days written notice to the holders prior to the date fixed for redemption thereof, subject to certain limitations.
The Dealer Manager Agreement provides that the Dealer Manager will use its “best efforts” to sell the Shares in the Offering pursuant to a subscription agreement as set forth in the Prospectus. The Dealer Manager is not required to sell any specific number or dollar amount of the Series F Preferred Stock but will use its best efforts to sell the Series F Preferred Stock offered. Each Share will be sold at a public offering price of up to $1,000.00 per share, subject to adjustment as set forth in the Prospectus. Subject to the terms, conditions and limitations described in the Dealer Manager Agreement, the Company will pay to the Dealer Manager a dealer manager fee in an amount equal to up to 2.5% of the Stated Value per Share sold in the Offering and a selling commission of up to 5.5% of the Stated Value per Share sold in the Offering. The Company may pay reduced selling commissions or may eliminate commissions on certain sales of the Series F Preferred Stock, including the reduction or elimination of selling commissions in accordance with, and on the terms set forth in, the Prospectus. The Company expects the Dealer Manager to authorize participating broker-dealers that are members of the Financial Industry Regulatory Authority to sell the Shares. The Dealer Manager may reallow all or a portion of its selling commission attributable to a participating broker-dealer. The Dealer Manager may also reallow a portion of its dealer manager fee earned on the proceeds raised by a participating broker-dealer, to such participating broker-dealer as a marketing fee.
Pursuant to the Dealer Manager Agreement, the Company has agreed to indemnify the Dealer Manager and participating broker-dealers, and the Dealer Manager has agreed to indemnify the Company, against certain losses, claims, damages and liabilities, including, but not limited to, those arising out of (i) untrue statements of a material fact contained in the Registration Statement, Prospectus or any amendment or supplement thereto relating to the Offering or (ii) the omission or alleged omission to state a material fact required to be stated in the Registration Statement, Prospectus or any amendment or supplement thereto relating to the Offering.
The Company intends to rely on the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), for the issuance of any shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), for which the Series F Preferred Stock may be redeemed.
On October 6, 2026, the Company entered into a Preferred Shareholder Services Agreement (the “Services Agreement”) with Preferred Shareholder Services, LLC (“PSS”), an affiliate of the Dealer Manager, pursuant to which PSS will provide certain non-distribution related support services to the Company relating to the Series F Preferred Stock. The Company is responsible for payments due under the Services Agreement. The services to be provided by PSS include, among other things, assistance with recordkeeping, communications with the holders of Series F Preferred Stock dealing with administrative matters, oversight and administration of an e-delivery program for communications to all affected parties, and facilitation of and acting as liaison to the transfer agent and other service providers for the holders of Series F Preferred Stock.
The foregoing descriptions of the Dealer Manager Agreement and the Services Agreement are only summaries and are qualified in their entireties by references to the full texts of the Dealer Manager Agreement and the Services Agreement, copies of which are filed as Exhibits 1.1 and 10.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
In connection with the Offering, the Company has adopted a form of Subscription Agreement (the “Subscription Agreement”) pursuant to which purchasers of Series F Preferred Stock will subscribe for Shares.
The foregoing description of the Subscription Agreement is only a summary and is qualified in its entirety by reference to the full text of the Subscription Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Additional Information
This Current Report on Form 8-K does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities. The Shares are being offered and sold only by means of the Prospectus. Electronic copies of the Prospectus may be obtained on the SEC’s website at www.sec.gov or by contacting Preferred Capital Securities, LLC at 3290 Northside Parkway, NW, Suite 800, Atlanta, Georgia 30327, by telephone at (855) 320-1414 or by e-mail at operations@pcsalts.com.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 1, 2026, the Company filed the Certificate of Designations with the Secretary of State of the State of Delaware to establish the Series F Preferred Stock, designating 100,000 shares of the Company’s authorized preferred stock as Series F Redeemable Preferred Stock. The Series F Preferred Stock ranks, with respect to the payment of dividends and rights upon liquidation, dissolution or winding up of the Company’s affairs: (i) senior to all classes or series of the Company’s Class A common stock; (ii) on a parity with the Company’s Series B Preferred Stock; and (iii) junior to the Company’s Series E Preferred Stock and to all existing and future debt indebtedness of the Company.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03, as applicable.
The foregoing description of the Certificate of Designations is only a summary and is qualified in its entirety by reference to the full text of the Certificate of Designations, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
|
Description |
|
|
|
1.1 |
|
|
3.1 |
|
Certificate of Designations of Series F Preferred Stock of the Registrant. |
10.1 |
|
|
10.2 |
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, without limitation, statements regarding the Offering, the Company’s ability to sell Shares in the Offering, the intended use of proceeds and other statements that are not historical facts. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied. Words such as “expect,” “estimate,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements.
Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: the Company’s ability to sell Shares in the Offering, including the risk that the Dealer Manager may not be able to sell any or all of the Shares on a best efforts basis; the Company’s ability to use the proceeds from the Offering as intended; changes in commodity prices; regulatory changes; general economic and market conditions; and the risks described under “Risk Factors” in the Prospectus and the Company’s filings with the SEC. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company assumes no obligation to update any forward-looking statement, except as required by applicable law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
WhiteHawk Minerals Corp. |
|
|
|
|
Date: October 6, 2026 |
By: |
/s/ Daniel Herz |
|
|
Daniel Herz |
|
|
Chief Executive Officer |
Exhibit 1.1
WHITEHAWK MINERALS CORP.
Offering of $100,000,000 Series F Redeemable Preferred Stock
DEALER MANAGER AGREEMENT
Dated: October 6, 2026
Preferred Capital Securities, LLC
3290 Northside Parkway, NW
Suite 800
Atlanta, Georgia 30327
Ladies and Gentlemen:
WhiteHawk Minerals Corp. (NYSE: WHK) (the “Company”), will offer to investors deemed suitable pursuant to the standards set forth in FINRA Rule 2111 through a registered ongoing offering (the “Offering”) of Series F Redeemable Preferred Stock of the Company (the “Shares”) to be offered and sold on the terms and conditions set forth in the Company’s registration statement on Form S-1 (Reg. No. 333-299246), as the same may be amended or supplemented (the “Registration Statement”), that has been filed with the Securities and Exchange Commission (the “SEC”), and a prospectus and any prospectus supplements filed with the SEC pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”) in connection with the Offering. Subject to the notice requirements set forth in Section 18, the Company reserves the right to conduct other offerings registered or exempt from registration with the SEC.
The Company hereby appoints Preferred Capital Securities, LLC, a Georgia limited liability company (the “Dealer Manager”), as its agent and exclusive distributor during the Subscription Period (as defined below) for the purpose of finding, on a best efforts basis, purchasers for the Shares for cash through such broker-dealers or registered investment advisors that agree with the Dealer Manager to participate in the Offering (individually, a “Financial Intermediary” and collectively, the “Financial Intermediaries”), all of which shall be members of either the Financial Industry Regulatory Authority, Inc. (“FINRA”), or registered as investment advisors with the SEC or state regulatory authorities, as appropriate, as evidenced by the execution of a Financial Intermediary Agreement (the “Financial Intermediary Agreement”) between each Financial Intermediary and the Dealer Manager. The Financial Intermediary Agreements shall include agreements with FINRA registered participating broker-dealers (“Participating Broker-Dealers”) (the “Participating Broker-Dealer Agreements”), as well as Select Registered Investment Advisor Agreements with SEC and/or state registered investment advisors (the “RIA Agreements”). The Dealer Manager may also arrange for the sale of Shares for cash directly to its own clients and customers as well as friends and family members at the offering price and subject to the terms and conditions stated in the Prospectus. The Dealer Manager hereby agrees to use its best efforts to find Financial Intermediaries to offer and sell, or recommend, Shares on said terms and conditions during the Subscription Period (as defined below).
The term “Subscription Period” shall mean that period during which the Shares may be offered for sale, commencing on the date of this Agreement until the Offering is terminated as provided in the Prospectus and this Agreement. Upon termination of the Subscription Period for the Offering, the Dealer Manager’s agency and this Agreement shall terminate without obligation on the part of the Dealer Manager or the Company except as otherwise set forth in this Agreement.
In connection with the sale of Shares, the Company hereby agrees with you, the Dealer Manager, as follows:
1
2
3
4
5
The Dealer Manager agrees that it will retain in its records and make available to the Company for a period of at least six (6) years following the termination of the Offering, information disclosing the basis upon which the above determination of suitability was reached as to each investor who purchases Shares directly through the Dealer Manager acting as a Participating Dealer. For the avoidance of doubt, if the Dealer Manager is not directly offering the Shares to a prospective investor in connection with a retail sale by the Dealer Manager, then there is a Financial Intermediary that is offering or recommending the purchase of the Shares, which Financial Intermediary will be governed by its Financial Intermediary Agreement with the Dealer Manager.
6
7
Notwithstanding anything set forth in this Section 5.1, no reallowance for any reason shall increase the Dealer Manager Fee above 2.5% of the Stated Value of Shares sold in the Offering or cause the Company to pay any amount additional to the Dealer Manager Fee.
8
9
10
Other Expenses are considered underwriting compensation and will be reimbursed by the Company or, if incurred by the Dealer Manager, the corresponding payments of the Dealer Manager Fee may be reduced by the aggregate value of such compensation. However, in no event will all forms of underwriting compensation in this offering exceed 8% of gross offering proceeds.
11
12
The Company will reimburse each Company Indemnified Person for any legal or other expenses reasonably incurred by such Company Indemnified Person, in connection with investigating or defending such Loss, expense or action as such expenses are incurred.
Notwithstanding the foregoing provisions of this Section 6.1, the Company will not be liable in any such case to the extent that any such Loss or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager, or to the Company by or on behalf of any Financial Intermediary through the Dealer Manager, specifically for use in the preparation of the Registration Statement or Prospectus or any such amendment or supplement thereto, or any such investor sales literature, broker-dealer use only marketing materials, or Securities Application.
The Company shall have the right to assume and conduct the defense of any claim, action, or proceeding subject to indemnification under this Agreement with counsel selected by the Company and reasonably acceptable to the Company Indemnified Persons; provided, that the Company shall not settle any such claim, action or proceeding unless it only involves the payment of money and the Company pays all such amounts, does not include any admission of wrongdoing or liability by the Company Indemnified Persons, provides for a full and unconditional release of the Company Indemnified Persons from all liability with respect to such claim, action, or proceeding, or results in a dismissal with prejudice of the claim, action, or proceeding against the Company Indemnified Persons, and does not impose any injunctive or other non-monetary relief upon the Company Indemnified Persons.
13
in the case of each of clauses (a) and (b) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Dealer Manager specifically for use with reference to the Dealer Manager in the preparation of the Registration Statement or Prospectus or any amendments or supplements thereto, the investor sales literature, the broker-dealer and investment advisor use only marketing materials, or any such Securities Application; or
The Dealer Manager will reimburse each Dealer Manager Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending such Loss, expense or action.
14
in the case of each of clauses (a) and (b), above, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company or the Dealer Manager by or on behalf of such Financial Intermediary specifically for use with reference to such Financial Intermediary in the preparation of the Registration Statement, Prospectus, or any amendments or supplements thereto, the investor sales literature, the broker-dealer and investment advisor use only marketing materials; or
Each such Financial Intermediary will reimburse each Financial Intermediary Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, expense or action. This indemnity agreement will be in addition to any liability that such Financial Intermediary may otherwise have. The Dealer Manager shall, in its agreement with the Financial Intermediaries, cause the Financial Intermediaries to comply with the terms of this Section 6.3.
15
The failure of an indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from any liability under this Section 6.
In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the indemnified party for reasonable legal and other expenses (subject to Section 6.5) incurred by such indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party. Any indemnified party shall not be bound to perform or refrain from performing any act pursuant to the terms of any settlement of any claim or action effected without the consent of such indemnified party.
The relative benefits received by the Dealer Manager on the one hand and the Company on the other hand shall be deemed to be in the same proportion as the total net proceeds
16
from sales of Shares received by the Dealer Manager and the Company (after deducting any amounts payable to the Dealer Manager) bear to the total discounts, commissions and other compensation received by the Dealer Manager.
17
The Dealer Manager and each person associated with the Dealer Manager agrees as to investors to whom it makes a recommendation with respect to the purchase of the Shares in the Offering, and each Financial Intermediary in its Financial Intermediary Agreement
18
shall agree with respect to investors to whom it makes such recommendations, that it has a reasonable basis to believe such recommendation is suitable for the customer. The Dealer Manager agrees as to investors to whom it makes a recommendation with respect to the purchase of the Shares in the Offering (and each Financial Intermediary in its Financial Intermediary Agreement shall agree, with respect to investors to whom it makes such recommendations) that it will rely on relevant information provided by the investor, including information as to the investor’s age, investment objectives, investment experience, investment time horizon, income, net worth, financial situation and needs, tax status, other investments, liquidity needs, risk tolerance and other pertinent information. The Dealer Manager agrees as to investors to whom it makes a recommendation with respect to the purchase of the Shares in the Offering (and each Financial Intermediary in its Financial Intermediary Agreement shall agree, with respect to Investors to whom it makes such recommendations) to maintain in the files of the Dealer Manager (or the Financial Intermediary, as applicable) documents disclosing the basis upon which the determination of suitability was reached as to each investor.
In making the determinations as to financial qualifications and as to suitability, the Dealer Manager and Financial Intermediaries may rely on (A) representations from investment advisers who are not affiliated with a Participating Broker-Dealer, and banks acting as trustees or fiduciaries, and (B) information it has obtained from a prospective investor, including such information as the investment objectives, other investments, financial situation and needs of the person or any other information known by the Dealer Manager (or Financial Intermediary, as applicable), after due inquiry. Notwithstanding the foregoing, the Dealer Manager shall not, and each Financial Intermediary shall agree not to, execute any transaction in the Company in a discretionary account without prior written approval of the transaction by the customer.
All of the Discloser’s Confidential Information, including any derivative works thereof, is, and shall remain, proprietary to the Discloser.
“Personal Information” means all contact information of a person or entity provided by the Discloser to the other party, such as addresses, telephone numbers, information
19
regarding the person’s gender, age, social security number, account numbers, financial and health information, Identifying Information (as defined below), and any information regarding any person's/entity's relationship to the Discloser.
“Identifying Information” means any name or number that may be used, alone or in conjunction with any other information, to identify a specific person, including without limitation, any name, social security number, date of birth, state of residence or government issued driver’s license or identification number, alien registration number, government passport number, employer or taxpayer identification number; unique biometric data, such as fingerprint, voice print, retina scan or iris image, or other unique physical characteristic; unique electronic identification number, address, or routing code; or telecommunication identifying information or access device, as well as any consumer information within the definition of “nonpublic personal information” as set forth in Article V of the Gramm- Leach-Bliley Act (15 USC 6801 et seq.) and the rules and regulations adopted pursuant thereto, as amended from time to time.
provided in each case that such foregoing information was not delivered to or obtained by the Recipient as a result of any breach of this Agreement, applicable law or any contractual or fiduciary obligation owed to Discloser known to the Recipient.
The Recipient also may disclose the Discloser’s Confidential Information to the extent such disclosure is required by law, provided that the Discloser is given prompt notice of the disclosure requirement, to the extent practicable, so that the Discloser has an opportunity to petition for protective concealment of, or oppose, the disclosure.
20
21
22
23
24
in each case above provided such communication is addressed to the intended recipient thereof as set forth below:
If to the Company: |
|
WhiteHawk Minerals Corp. 2000 Market Street, Suite 910 |
|
|
|
If to the Dealer Manager: |
|
Preferred Capital Securities, LLC |
25
[Signatures Appear on Next Page]
26
If the foregoing correctly sets forth our understanding, please indicate your acceptance thereof in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement between us as of the date first above written.
Very truly yours, |
|
|
|
WHITEHAWK MINERALS CORP. |
|
|
|
By: |
/s/ Jeff Slotterback |
Name: |
Jeff Slotterback |
Title: |
Chief Financial Officer |
Accepted and agreed as of the date first above written:
PREFERRED CAPITAL SECURITIES, LLC |
|
|
|
By: |
/s/ Jeff Smith |
Name: |
Jeff Smith |
Title: |
Chief Executive Officer |
27
Exhibit 3.1
CERTIFICATE OF DESIGNATIONS OF PREFERRED STOCK OF
WHITEHAWK MINERALS CORP.
WhiteHawk Minerals Corp., a Delaware corporation (the “Company”), hereby certifies that, pursuant to the provisions of Sections 103, 141 and 151 of the General Corporation Law of the State of Delaware, on September 15, 2026, the board of directors of the Company (the “Board”) adopted the resolution shown immediately below, which resolution is now, and at all times since its date of adoption has been in full force and effect:
RESOLVED, that pursuant to the provisions of the Amended and Restated Certificate of Incorporation of the Company (as such may be amended, modified or restated from time to time, the “Amended and Restated Charter”), which authorizes 400,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”), and the authority thereby vested in the Board, a series of Preferred Stock be, and it is hereby, created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof are as set forth in the Amended and Restated Charter and this Certificate of Designations, as it may be amended from time to time (the “Certificate of Designations”) as follows:
SECTION 1. Designation and Number of Shares. Pursuant to the Amended and Restated Charter, there is hereby created out of the authorized and unissued shares of Preferred Stock a series of Preferred Stock consisting of 100,000 shares of Preferred Stock designated as “Series F Preferred Stock” (the “Series F Preferred Stock”). To the extent not prohibited by the Amended and Restated Charter, the provisions hereof or other provisions of applicable law, such number of shares may be increased or decreased by resolution of the Board; provided, however, that no decrease shall reduce the number of shares of Series F Preferred Stock to less than the number of shares of Series F Preferred Stock then outstanding. Shares of the Series F Preferred Stock that are redeemed, purchased or otherwise acquired by the Company shall be cancelled, and shall revert to authorized but unissued shares of Preferred Stock undesignated as to series and subject to later issuance.
SECTION 2. Rank. The Series F Preferred Stock shall, as to the payment of dividends and the distribution of assets upon the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, rank (i) senior to each class or series of the Company’s Common Stock par value $0.0001 per share (the “Common Stock”) and any other class or series of capital stock of the Company, if the holders of Series F Preferred Stock are entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up in preference or priority to the holders of shares of such class or series (such securities collectively referred to herein as the “Junior Securities”); (ii) on parity with the Company’s Series B Preferred Stock, in proportion to their respective amounts of accrued and unpaid dividends per share or liquidation preference; (iii) on parity with other classes or series of equity securities issued in the future, if, pursuant to the specific terms of such class or series of equity securities, the holders of such class or series of equity securities and the holders of the Series F Preferred Stock are entitled to the receipt of dividends and of amounts distributable upon liquidation, dissolution, or winding up in proportion to their respective amounts of accrued and unpaid dividends per share or liquidation preferences, without preference or priority of one over the other; (iv) junior to the Series E Preferred Stock and to any other class or series of the Company’s equity securities if, pursuant to the specific terms of such class or series, the holders of such class or series are entitled to the receipt of dividends or amounts distributable upon liquidation, dissolution, or winding up in preference or priority to the holders of the Series F Preferred Stock; and (v) junior to all our existing and future debt indebtedness.
SECTION 3. Uncertificated Shares. The shares of Series F Preferred Stock shall be in uncertificated, book-entry form as permitted by the bylaws of the Company and the Delaware General Corporation Law.
SECTION 4. Voting.
SECTION 5. Dividends.
SECTION 6. Redemption.
SECTION 7. Shares to be Retired. All shares of Series F Preferred Stock redeemed by the Company in accordance with Section 6 shall be retired and cancelled and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series.
SECTION 8. Liquidation, Dissolution or Winding Up of the Company. In the event of a voluntary or involuntary liquidation, dissolution or winding up of the Company, holders of the Series F Preferred Stock will be entitled to receive, prior and in preference to any distribution to holders of Junior Securities, an amount equal to the Stated Value of the shares held by such Holder plus all accrued and unpaid dividends thereon.
SECTION 9. Severability. In the event any provision of these terms for the Series F Preferred Stock is for any reason held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and these terms for the Series F Preferred Stock shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
SECTION 10. Miscellaneous.
SECTION 11. Definitions.
The Company is permitted to waive the Holder Optional Redemption Fee in its sole and absolute discretion. The Company’s right to waive the Holder Optional Redemption Fee does not obligate the Company to establish any such waiver, and the Company may never establish any such waiver.
[Signature page follows]
IN WITNESS WHEREOF, the Company has caused this Certificate of Designations to be signed by its undersigned duly authorized officer.
WHITEHAWK MINERALS CORP. |
|
|
|
By |
/s/ Daniel C. Herz |
Name: |
Daniel C. Herz |
Title: |
Chief Executive Officer |
[Signature Page to Certificate of Designations]
Exhibit 10.1
SERVICES AGREEMENT
THIS SERVICES AGREEMENT (this “Agreement”) is made and entered into as of October 6, 2026 (the “Effective Date”), by and between Preferred Shareholder Services, LLC (“PSS”), a Delaware limited liability company, and WhiteHawk Minerals Corp., a Delaware corporation (the “Company” or the “Issuer” and together with PSS the “Parties”).
WHEREAS, The Issuer is launching an offering for shares of its Series F Redeemable Preferred Stock (“Shares”) (the "Offering"), to be offered and sold on the terms and conditions set forth in the Company’s registration statement on Form S-1 and prospectus that will be filed with the Securities and Exchange Commission (“SEC”), as the same may be amended or supplemented (the “Registration Statement”);
WHEREAS, the Issuer desires to retain PSS to act as its agent to procure or otherwise deliver certain services for the benefit of the Issuer in connection with the Offering, as set forth herein, and PSS is willing and desires to accept such retention, all upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the terms and conditions hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed between PSS and the Issuer (collectively, the “Parties”), as follows:
2
The Issuer agrees to pay to PSS, and PSS agrees to accept as full compensation for all Services rendered by PSS as described on Exhibit A hereunder, fees in accordance with the Service Fee Schedule attached as Exhibit C (“Service Fees”). The Parties agree that the Service Fees to be paid as set forth in Exhibit C are competitive rates in the industry. The Issuer agrees to timely pay any and all fees due under this Agreement as set forth in Section 3.D, below.
In order to facilitate the additional incremental data transfer, communications, and recordkeeping necessary to implement an efficient closing of the Offering for all Parties, for the final six months prior to the scheduled closing of the Offerings, PSS will provide those specific services to accommodate this transition (the “Close Out Services”). The additional fee for the Close Out Services is provided in Exhibit C.
At least sixty (60) days before the expiration of the initial term of this Agreement or a Renewal Term as defined in Section 7 hereof, PSS and the Issuer agree to evaluate the need for an updated Exhibit C fee schedule for the upcoming Renewal Term, and if it is determined a new schedule is needed, the parties agree to negotiate in good faith. Changes to the fee schedule in Exhibit C shall be effective upon written approval and an amendment to Exhibit C, setting forth the new fee schedule, shall be attached as Amended Exhibit C to this Agreement.
In the event the Parties fail to agree upon a new fee schedule as of such date and neither Party exercises its right to terminate by such date, an automatic pricing update to the Service Fee shall take effect based on the following calculation: The Service Fee shall be adjusted at a minimum to an amount equal to the current Service Fee paid for the Services increased by the percentage increase for the twelve-month period of the previous calendar year of the CPI-W (defined below), or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, reasonably acceptable to the Parties. As used herein, “CPI-W” shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers for Boston-Brockton-Nashua, MA-NH-ME-CT, (Base Period: 1982-84 = 100), as published by the United States Department of Labor, Bureau of Labor Statistics.
All amounts due and payable under this Agreement, including all Exhibits thereto, shall be due and payable to PSS by the Issuer within thirty (30) calendar days of request for payment or reimbursement by PSS, except for any fees or expenses that are subject to good faith dispute. In the event of such a dispute, only that portion of the fee or expense subject to the good faith dispute may be withheld. The Issuer shall notify PSS in writing within thirty (30) calendar days following the receipt of each invoice if the Issuer is disputing any amounts in good faith together with a statement specifying the portion of fees or expenses being withheld and a reasonably detailed explanation of the reasons for withholding such fees or expenses. If the Issuer does not provide such notice of dispute within the required time, the invoice will be deemed accepted. Whenever
3
the Issuer withholds payment of a disputed portion of any invoice, the Parties will negotiate expeditiously and in good faith to resolve any such disputes within thirty (30) calendar days of the original notice of dispute. The Issuer shall settle such disputed amounts within ten (10) calendar days of the day on which the Parties agree on the amount to be paid by the payment of the agreed amount. If no agreement is reached, such disputed amounts shall be settled as may be required by law or legal process.
From time to time, the Issuer may request that PSS provide services to it beyond those Services contemplated in this Agreement (“Additional Services”). If PSS, in its sole discretion, determines that contemplated Additional Services may require employees of PSS to spend in excess of 20 work hours dedicated to such Additional Services, PSS and the Issuer shall negotiate a separate statement of work and fee schedule regarding such Additional Services. For the avoidance of doubt, the Additional Services shall not include any services that constitute or are deemed:
4
5
PSS shall have no responsibility for the accuracy of any information that has been provided by or obtained from third parties.
Nothing contained herein shall cause PSS to be deemed a trustee or fiduciary for or on behalf of the Issuer, any investor, or any other person or entity. The Services delivered by PSS hereunder are in addition to the services provided by PSS under any other agreements, if applicable, between the Parties.
6
7
Each of the Issuer and PSS hereby acknowledges and agrees that PSS (A) is not a registered transfer agent under Section 17A(c) of the Exchange Act and is not acting as a fiduciary or in the capacity of a transfer agent; (B) is not a member of the Financial Industry Regulatory Authority (FINRA) and is not acting as a broker or dealer in connection with delivering Services; and (C) is not registered as an investment advisor under Investment Advisers Act of 1940 and/or any similar state securities laws, rules, or regulations.
The provisions of Section 3 (Compensation), Section 4 (Confidentiality of Records), Section 5 (Limitation of Liability; Indemnification), Section 8 (Survival of Terms), and Section 12 (Governing Law and Venue), shall survive any termination of this Agreement.
8
Unless otherwise provided herein, all notices or other communications under this Agreement must be in writing and signed by an authorized officer (or such other persons as either Party shall specify in written notice to the other).
All such notices shall be deemed given and received when delivered by hand or facsimile transmission in conjunction with a transmission confirmation, or after three (3) days following placement in the U.S. mail addressed to the other Party, first class certified mail, or via overnight courier service, at the applicable address set forth in this Section.
If sent to PSS: Claire McLean, President, 3290 Northside Pkwy NW, Suite 800, Atlanta, GA 30327
If sent to the Issuer: Jeffrey Slotterback, 2000 Market St, #910 Philadelphia, PA 19103
The failure of any Party to insist upon or enforce strict performance by any other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, such provision or right shall be and remain in full force and effect.
Except for the assignment by PSS (i) to a successor corporation upon the merger or consolidation of PSS, (ii) to an affiliate of PSS, or (iii) upon the sale of all or substantially all of PSS’s business of providing services similar to the Services, this Agreement shall not be assigned by any Party without the prior written consent of the other Party.
This Agreement shall be construed in accordance with the applicable laws of the State of Georgia, excluding the conflict of laws provisions thereof. Any aggrieved Party may proceed to enforce its rights in the appropriate action at law or in equity. Venue for all suits arising out of this Agreement shall lie exclusively in the courts of Fulton County, Georgia. By execution of this Agreement, each Party hereby submits itself to the in personam jurisdiction of all courts of Fulton County, Georgia, and waives any right they may have to seek any change of jurisdiction or venue.
In the event any provision of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the invalid, illegal, or unenforceable provision shall be replaced by a mutually acceptable provision, which, being valid, legal and enforceable, comes closest to the intention of the Parties.
9
The Issuer shall obtain the prior written consent of PSS for any reference to PSS or services to be furnished by PSS in any communication or document; provided that PSS shall have no responsibility or liability for the content of any such communication or document. The Issuer does not require PSS's permission regarding disclosures in the Issuer’s registration statement, prospectus, or statement of additional information. However, PSS shall have the opportunity to review such disclosure prior to its dissemination. PSS shall obtain the prior written consent of the Issuer for any reference to the Issuer or the Issuer in any PSS communication or document, other than those contracts or agreements referenced or contemplated herein; provided that the Issuer shall have no responsibility or liability for the content of any such communication or document.
The section and paragraph headings contained herein are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement.
This Agreement may be executed in counterpart copies, each of which shall be deemed an original but all of which together shall constitute one and the same instrument comprising this Agreement.
Unless otherwise contemplated in this Agreement, the Parties agree to pay their own attorneys’ fees and costs as may be incurred in negotiating, preparing and drafting this Agreement, whether the same is finally entered into and executed or not.
No modification, amendment, supplement to, or waiver of this Agreement or any of its provisions shall be binding upon PSS or the Issuer unless made in writing and duly signed by authorized officers of each of PSS and the Issuer. This Agreement constitutes the entire understanding between the Parties, and all prior or contemporaneous correspondence, conversations or memoranda are merged in, replaced by, and without effect on this Agreement.
Notwithstanding the foregoing, the Parties may, from time to time, enter into one or more letter agreements or side letters (each, a “Side Letter”) to amend, supplement, modify, or waive any terms or provisions of this Agreement, including, without limitation, the Service Fees and any fee schedules set forth in the Exhibits hereto. Each such Side Letter shall be deemed to form part of this Agreement and, to the extent of any inconsistency between the terms of a Side Letter and the terms of this Agreement, the terms of the most recently executed Side Letter shall control. All terms and provisions of this Agreement not expressly modified or superseded by a Side Letter shall remain in full force and effect.
(signature page follows)
10
IN WITNESS WHEREOF, the Parties have duly executed this Services Agreement as of the Effective Date.
Preferred Shareholder Services, LLC
By: |
/s/ Claire McLean |
Name: |
Claire McLean |
Title: |
President |
WhiteHawk Minerals Corp.
By: |
/s/ Jeffrey Slotterback |
Name: |
Jeffrey Slotterback |
Title: |
Chief Financial Officer |
11
EXHIBIT A
Services
Services Offered for the Service Fee
Shareholder Communication Services
EXHIBIT B
Service Escalations to the Issuer and Its Designee
EXHIBIT C
Service Fee
In exchange for the services set forth in this Agreement, the Issuer shall pay to PSS the following, which shall collectively constitute the Service Fee.
Account Opening Fee.
The Issuer shall pay PSS a non-refundable account opening fee of $450 per account opened in connection with the Offering (the “Account Opening Fee”). Subject to Section 3 of this Agreement, the Account Opening Fee shall be dependent on the Issuer’s acceptance of the investor’s subscription.
Ongoing Service Fee
The Issuer shall pay to PSS an ongoing service fee per account in accordance with the Account Size Schedule below (the “Ongoing Service Fee”). Subject to Section 3 of this Agreement, the Ongoing Service Fee shall be dependent upon the Issuer’s acceptance of the investor’s subscription.
Service Fee Schedule*
Account Range Minimum |
Account Range Maximum |
Annual Fee Per Account |
Monthly Fee Per Account |
--- |
$11,249 |
$112 |
$9.33 |
$11,250 |
$16,874 |
$141 |
$11.75 |
$16,875 |
$25,249 |
$211 |
$17.58 |
$25,250 |
$37,999 |
$316 |
$26.33 |
$38,000 |
$56,999 |
$475 |
$39.58 |
$57,000 |
$85,499 |
$712 |
$59.33 |
$85,500 |
$128,000 |
$1,068 |
$89.00 |
$128,001 |
$192,000 |
$1,600 |
$133.33 |
$192,001 |
No Maximum |
$2,200 |
$183.33 |
*PSS will invoice the Issuer monthly.
The Minimum Service Fee shall be $5,000 per month.
Termination Fee
A fee for the termination of the Servicing Agreement (“Termination Fee”) will be due and payable upon any termination of the Agreement without cause. This Termination Fee is also payable to PSS upon the sale, bankruptcy, merger of the Company or full or partial call of the Preferred Shares of the Company or withdrawal of the Offering, if applicable. The Termination Fee will be an amount equal to twenty (20) times the most recent quarter’s Service Fee.
Close Out Fee
Upon the closing of the Offering (“Scheduled Closing Date”), the Issuer will pay PSS a monthly fee in the amount of seventy-five thousand dollars ($75,000) for each of the six (6) months prior to the Scheduled Closing Date (the “Close Out Fee”). The Close Out Fee shall be paid in addition to any other Service Fees payable by the Company to PSS.