WhiteHawk Minerals Corp. has entered into a Securities Purchase Agreement to sell approximately 2,873,563 shares of its Class A common stock to a group of investors. The shares are priced at $26.10 each, resulting in an expected aggregate gross proceeds of approximately $75.0 million, before deducting placement agent fees and other expenses.
The transaction, which is exempt from registration under Section 4(a)(2) of the Securities Act of 1933, is expected to close on September 21, 2026. Raymond James & Associates, Inc. and Stifel, Nicolaus & Company, Incorporated are serving as placement agents for the offering.
According to the filing, the company intends to use the net proceeds from the private placement to fund its recently announced acquisitions and for general corporate purposes.
In connection with the transaction, the company also entered into a Registration Rights Agreement with the investors. This agreement requires the company to file a registration statement with the Securities and Exchange Commission within 45 days of the closing date to allow for the resale of the shares. The company has agreed to use its best efforts to have this statement declared effective by the SEC as soon as possible, subject to a maximum timeline of 75 days following the initial filing if a review is required.
The filing also notes that the company has agreed to indemnify the investors and related parties under the registration statement and to pay all related registration expenses. Additionally, the agreement stipulates that if the company fails to file or maintain the effectiveness of the registration statement within specified timeframes, it will be required to pay liquidated damages to the investors.
