WHITEHAWK LIMITED

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2021 Annual Report

For the year ended 31 December 2021

2021 ANNUAL REPORT

WHITEHAWK LIMITED

CORPORATE INFORMATION	3
CHAIR LETTER	4
DIRECTORS’ REPORT	6
REMUNERATION REPORT	16
CORPORATE GOVERNANCE STATEMENT	21
AUDITOR'S INDEPENDENCE DECLARATION	22
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME	23
CONSOLIDATED STATEMENT OF FINANCIAL POSITION	24
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY	25
CONSOLIDATED STATEMENT OF CASH FLOWS	26
NOTES TO THE FINANCIAL STATEMENTS	27
DECLARATION BY DIRECTORS	58
AUDITOR'S REPORT	59
SHAREHOLDER INFORMATION	62

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WHITEHAWK LIMITED

CORPORATE INFORMATION

Directors

Terry Roberts Philip George Melissa King Brian Hibbeln (appointed 31 August 2021) Tiffany Kleemann (resigned 13 May 2021)

ASX Code

WHK

Website

http://www.whitehawk.com

Registered Office

Level 28 140 St Georges Terrace Perth WA 6000

Principal Place of Business

Accountant

Traverse Accountants Level 3 35 Lime Street Sydney NSW 2000 Australia

Alexandria, VA USA

Auditor

Share Registry

Automic Registry Services Level 5 191 St Georges Terrace Perth WA 6000

RSM Australia Partners Level 13 60 Castlereagh Street Sydney NSW 2000 Australia

Lawyer

Company Secretary

Kevin Kye

Steinepreis Paganin Level 4, The Read Buildings, 16 Milligan Street Perth WA 6000 Australia

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WHITEHAWK LIMITED

CHAIR LETTER

Dear Shareholders,

Today, with daily State Actor cyber threats and online criminal attacks at an all-time high, our key product lines are needed as never before. As recently urged by the Chair of the Australian Cyber Security Centre (ACSC), “The corporate watchdog expects all boards, senior management, licensees and other regulated entities to pay heightened attention to their entity's exposure and mitigate breaches and enhanced cyber security posture means reviewing and enhancing detection, mitigation, and response measures.” https://au.news.yahoo.com/corporate-cop-warns-cyber-risk-013120616.html

As we all start to come out of the Global Pandemic and with our portfolio of effective, proven, and automated product lines - our primary focus remains on scaling sales through awareness, channels and embed contracts. Our foundational annual subscription product lines of Cyber Risk Radar and Cyber Risk Program continue to bring in Fortune 1000 clients and partners. And now having been vetted throughout 2021 by Amazon Web Services and Dun & Bradstreet, we are honing these joint product lines, marketing, and sales relationships to drive additional sales channels for our 100% automated Cyber Risk Scorecards. Knowing that with an EMBED subscription sales model, we can effectively grow recurring annual revenue, impact, and achieve a global customer set.

Your continued participation as a shareholder in WHK will help enable businesses to have access to knowledge, products, and actionable plans to defeat cyber crime and cyber criminals through WHK products and marketplace. Your investment is a direct investment in defeating bad actors of all kinds and making cybercrime less profitable.

WhiteHawk Value Proposition :

Unique end-to-end Cyber Risk Product Lines, from risk scoping to risk mitigation – proven, accessible, scalable, affordable. All via online and virtual services.
Gross margins now on average at 40% and by leveraging our Research and Development, we can improve gross margins significantly - with an EMBED Business Model.
A continuously renewed pipeline of Channels, Public and Private Sector Partnerships, and Fortune 1000 Leads.
200+ strong innovative partner solutions that advance our offerings and impact, continuously across current and future clients.
Advancement of the Cyber Risk Platform as a Service (PaaS) that can be implemented as a Cyber Risk Management Framework across any Critical Infrastructure Sector or tailored/white labeled to directly service ISP, MSP, Financial and Insurance Sectors’ Business and Family Office clients.
Throughout the Pandemic, our COO has managed and retained an extremely Talented, Productive and Positive In-House Technical and Cyber Business Team.

WhiteHawk High Level Objectives :

Continue to retain and grow Cyber Risk Radar and Cyber Risk Program contracts across current/future pipelines, as baseline annual recurring revenue and for product improvement
Advance current US Defense Industrial Base Partnerships, in order to team on all Cyber and Supply Chain Risk Federal Requests for Information and Proposals
Positioning of the WHK Cyber Risk Platform to Mastercard, Global Cyber Alliance and State & Local entities as the optimal, tailorable, and impactful approach to service thousands of companies or organizations globally and regionally
Execute phase 1 of Cyber Compliance sales with Dun &Bradstreet Federal, transitioning to Dun &Bradstreet EMBED Commercial Sales Channel longer term
Optimize Company financial position with annual recurring revenue SaaS and PaaS contracts, whilst always ensuring continuous product line improvement based upon customer feedback and technical innovation and automation.

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WhiteHawk Near Term Objectives :

Close on three current Cyber Risk Radar & Program contract proposals, based upon successful Proofs of Concept (POC)
Advance Dun &Bradstreet and Amazon Web Services sales to US Federal Systems Integrators (FSIs) and US Federal & Commercial Sectors – Contracting Cyber Compliance and Cyber Risk Scorecard subscriptions respectively
Kick-Off Cyber Risk PaaS & EMBED Cyber Risk Scorecard sales to Global Cyber Alliance and/or Mastercard
Maximize ceiling on current government contracts & respond with Defense Industrial Partners on two known 2022 Cyber-Supply Chain Risk Management (C-SCRM) Request For Proposal (RFP).

2021 Sales Strategy Roadblocks & Resolution :

U.S. Defense Industrial Base (DIB) Cyber regulatory framework, the Cybersecurity Maturity Model Certification 1.0 (CMMC) that was launched in 2020, has been revamped by the current Biden administration to CMMC 2.0 and newly realigned by the United States Office of the Secretary of Defense from Acquisition to the CIO Office - resulting in a year+ delay of its implementation. This delay in implementing the Cyber Maturity Regulatory framework across 330,000 US Defense Industrial Base (DIB)Companies caused a ripple effect on all associated sales channels that WHK had developed. These channels are now updated and ready to launch as soon as the new CMMC 2.0 timelines for implementation are published.
In 2021 the U.S. Federal Government instituted a new platform eBuy for most open contract solicitations. This transition resulted in WHK not being able to respond to Requests for Proposals (RFP) for which WHK had shaped via our Request for Information (RFI) responses. As a result, WHK was precluded from openly competing as a commercial company without an appropriate eBuy, GSA, FedRamp approved Prime Partner. As a result, WHK has put these partnerships in place, already jointly responding last month to two C-SCRM RFI’s and will follow this approach going forward.

On behalf of your Company’s Board, Management and employees, I thank shareholders for their continued support of WhiteHawk's growth and look forward to engaging with shareholders at our AGM In early May.

Terry W Roberts Chair

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WHITEHAWK LIMITED

DIRECTORS’ REPORT

Your directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the ‘Group') consisting of WhiteHawk Limited (referred to hereafter as the 'Company') and the entities it controlled at the end of, or during, the year ended 31 December 2021.

DIRECTORS

The following persons were directors of the Company during the financial year and up to the date of this report:

TERRY ROBERTS

Chief Executive Officer and Chairwoman

PHILIP GEORGE Non-Executive Director

MELISSA KING Non-Executive Director BRIAN HIBBELN Non-Executive Director (appointed 31 August 2021)

TIFFANY KLEEMANN Non-Executive Director (resigned 13 May 2021)

CHIEF EXECUTIVE OFFICER

TERRY ROBERTS

COMPANY SECRETARY

KEVIN KYE B Comm, CA, AGIA, ACG

INFORMATION ON DIRECTORS

TERRY ROBERTS

Chief Executive Officer and Executive Chairwoman Appointed: 19 January 2018 Length of Service: 50 Months Qualifications: BA, MSSI, C&S, Cyber Exec Program Director's Interests: 22,287,162 shares

Terry Roberts is a global risk and cyber intelligence professional with over 20 years of Executive level experience across government, industry and academia, to include TASC VP Cyber Engineering and Analytics; an Executive Director Carnegie Mellon Software Engineering Institute; and the Deputy Director of Naval Intelligence.

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Before establishing WhiteHawk US, Ms Roberts was the TASC VP (a $1.3B Defence Industrial Base Company), for Cyber Engineering and Analytics across the US Government, running all Cyber/IT, Financial and Business Analytics cross cutting, innovative technical services. Prior to TASC, Ms Roberts was an Executive Director of the Carnegie Mellon Software Engineering Institute, leading the technical body of work for the entire US Interagency (over $40M portfolio), with a special focus on leveraging and transitioning commercial innovation and acquisition excellence to government programs and capabilities, establishing the Emerging Technologies Center and Cyber Intelligence Consortium.

Before transitioning to industry in 2009, Ms. Roberts was the Deputy Director of Naval Intelligence (DDNI), where she led, together with the Director of Naval Intelligence, more than 20,000 intelligence and information-warfare military and civilian professionals and managed more than $5 billion in resources, technologies, and programs globally, leading the initial approach for the merging of Naval Communications and Intelligence under the OPNAV N2/N6 and the creation of the Information Dominance Corps. Ms Roberts also served as the Director of Requirements and Resources for the Office of the Under Secretary of Defence for Intelligence (USDI), spearheading the creation and implementation of the Military Intelligence Program (MIP) ($21B Program in capabilities and personnel), in partnership with the Director of National Intelligence, the Services, the Combat Support Agencies, and the Office of the Secretary of Defence (OSD).

Terry has held many executive positions, including Director of Intelligence, Commander Naval Forces Europe and Commander-in-Chief NATO AFSOUTH; Director, Defence Intelligence Resource Management Office (manager of the General Defence Intelligence Program); Director, Naval Command, Control, Communications, Computers, Intelligence, Surveillance and Reconnaissance (C4ISR) Scientific and Technical Intelligence (S&TI) analysis at the Office of Naval Intelligence; special assistant to the Associate Director of Central Intelligence for Military Support and the Chief of Staff for the Director Military Intelligence Staff. In addition, Terry has directed, conducted, and enabled intelligence operations globally, with much of this work being focused on the requirements, planning, and implementation of intelligence and communications technologies, software, and architectures.

Terry Roberts is Chair Emeritus of the Intelligence and National Security Alliance (INSA) Cyber Council, was a Member of the AFCEA Intelligence Committee from 2008-2017, former President, Naval Intelligence Professionals (NIP), a 2017/18 Cyber Fellow at New America (non-partisan think tank), and a member of the USNA Cyber Education Advisory Board of Directors since 2010 and of the Cyber Florida Advisory Board of Directors since 2018.

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Terry’s personal awards include the Office of the Secretary of Defence Medal for Exceptional Civilian Service; the Navy Senior Civilian Award of Distinction, the NGA Personal Medallion for Excellence; the Coast Guard Distinguished Public Service Award; the Director of Central Intelligence National Intelligence Certificate of Distinction; the National Intelligence Reform Medal; and the National Intelligence Meritorious Unit Citation.

Ms Roberts has not previously been a director of any other ASX listed company.

The Board does not consider Ms Roberts to be an independent director due to her role as an executive director of the Company.

PHILIP GEORGE

Non-Executive Director Appointed 14 July 2017 Length of Service: 55 Months Qualifications: B Science, Internetworking & Security Director's Interests: 800,000 shares, 200,000 performance rights

Philip George has experience as a managing director and CEO with a strong background in finance, cybersecurity and technology. He has previously worked as a CEO, CTO & Operations Manager & GM. For the last eleven years, Mr George primarily serviced the Finance, Oil & Gas, Start-up & Mining and Petrochemical industries. Mr George is a former Operations Manager for Uber Australia.

Mr George is the founder of NURV Consulting which delivers modern cloud-based telephony solutions to small & medium businesses. Mr George is the founder of Bamboo, a mobile fintech platform that allows people to effortlessly invest using their spare change.

The Board considers Mr George to be an independent director as Mr George is free from any business or other relationship that could materially interfere with, or reasonably be perceived to materially interfere with, the independent exercise of his judgement.

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Melissa King

Non-Executive Director Appointed 13 November 2020 Length of Service: 15 Months Qualifications: BA, MBA, GAICD Director's Interests: 284,496 shares and 762,740 performance rights

Melissa King is a strategic, agile and innovative leader with extensive transformation, commercial and communications experience. Melissa currently leads the Organising Committee for the FIBA Women’s Basketball World Cup 2022. As the Chief Executive of Australia’s most iconic not for profit humanitarian organisation, Surf Life Saving Australia she was instrumental in navigating the organisation through a time of change and growth including digital and business transformation. Melissa has advised Boards and Government Agencies on strategy, governance and fundraising, and mentors emerging leaders.

Melissa experience spans corporate, government and for purpose sectors with organisations including Sydney Opera House, Department of Prime Minister & Cabinet – APEC Australia 2007 Taskforce and the Governance Institute.

Melissa’s interest in cyber risk is linked to the importance data protection and the importance of implementing measures to mitigate risk and protect the organisation and its members/customers, a position she continues to encourage for businesses small, medium and large today. Melissa is also a strong advocate for the Sustainable Development Goals and is Non-Executive Director on the United Nations Association of Australia (UNAA) Board.

The Board considers Ms King to be an independent director as she is free from any business or other relationship that could materially interfere with, or reasonably be perceived to materially interfere with, the independent exercise of her judgement.

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Brian A Hibbeln

Non-Executive Director Appointed: 31 August 2021 Length of service: 7 months Qualifications: BS in Physics from USAFA, MS Physics from FIT Director’s Interest: Nil

Brian Hibbeln is a proven Executive technologist and innovator, with three decades across the Department of Defense and the US Intelligence Community, driving innovation, advanced technologies, partnerships and funding, to the direct benefit of warfighters, thereby giving the U.S. and our Allies a competitive edge on the battlefield. Today, he is a strategic advisor to policy institutes, technology associations and growth-minded technology firms that rely on his recommendations to guide and drive their future successes.

He is currently a venture partner for SineWave Ventures, LLC, an early-stage venture capital firm dedicated to accelerating technologies across the Fortune 500 and public sector ecosystems; a senior fellow at the Potomac Institute for Policy Studies, a U.S. based premier think tank for technology policy; a senior advisor for Blackstone Private Equity, the world’s largest Private Equity and alternative asset manager. Brian is also a principal with Potomac Advocates, a leading Washington D.C. government relations and lobbying firm. As Chief Innovation Officer for NineTwelve, he was named vice chairman of the Hypersonic Ground Test Center (HGTC) at Purdue University.

Brian co-founded the United States Technology Leadership Council, advancing U.S. technology leadership to benefit society.

Prior to entering the private sector, Brian served over three decades in the U.S. Defense Department and Intelligence Community, championing novel uses of commercial systems, sensors and platforms.

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MEETINGS OF DIRECTORS

During the financial year ended 31 December 2021, the number of formal Directors’ meetings held, and number of such formal meetings attended by each of the Directors of the Company were as follows.

DIRECTOR	ELIGIBLE TO ATTEND	MEETINGS ATTENDED
Terry Roberts	9	9
Philip George	9	8
Melissa King	9	9
Brian Hibbeln	3	3

REVIEW OF OPERATIONS AND FINANCIAL RESULTS

The net loss after tax for the year was US$2,465,754 (2020 loss: US$1,809,633).

PRINCIPAL ACTIVITIES AND STRATEGY

The Group developed the first online cyber resilience focused Cybersecurity Exchange platform of end-to-end Cyber Risk Software as a Service (SaaS) and Platform as a Service (PaaS) products and services, providing automated and scalable cyber risk scoping, prioritization and mitigation solutions for businesses and organizations of all sizes.

The Groups core annual subscription product lines include the Cyber Risk Radar - focused on scalable and automated Cyber-Supply Chain Risk Management (C-SCRM); the Cyber Risk Program - focused on a mid to large company or organization’s 3[rd] party Cyber Risk Audit from a Hacker’s perspective; the Cyber Risk Scorecard - a 100% automated

assessment of a company’s threat landscape, priority risks, maturity, compliance, plus an actionable risk mitigation strategy. The Cyber Risk Scorecard is now for sale via Amazon Web Services (AWS) online Marketplace:

https://aws.amazon.com/marketplace/pp/prodview t7qm4zw4kiovi and integrated with - Dun & Bradstreet’s Investigate platform: https://www.dnb.com/products/public sector/investigate.html All product lines are automated and scalable, to include tailored action plans, Virtual Consults by Cyber Analysts and/or Cyber deep Subject Matter Experts and online interactive accounts.

By design the Group fully leverages publicly available global risk data sets and AI based algorithms, resilience tradecraft, cyber maturity frameworks and risk analytics - to assess, validate, and mitigate Digital Age Risks efficiently and effectively, across hundreds to thousands of companies and organizations in a non-intrusive, not on-premises (Hacker View) approach. In addition, the Group reviews cyber and risk innovative solutions continuously, partnering only with best of breed solution and channel providers, ensuring a breadth of options that target identified risk priorities – while remaining easy to implement, impactful, and cost effective.

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Because amazingly most company and organization executives globally still have no sense of urgency about identifying and addressing their top cyber risks, the Group continues to target, vet, and establish key sales channels that embed the Cyber Risk Scorecard within their services to their business clients at scale, to include MSP’s, ISP’s, Financial Institutions, Insurance Groups, and Professional Associations. This is an approach that can scale renewable subscription growth across thousands of companies to the benefit and resilience of all.

RECENT HIGHLIGHTS

Invoiced in 2021, US$3.4M over US$1.9M revenue recognized in 2020 being a 180% increase year on year.
Revenue reported below does not include US$1M unearned revenue already invoiced in 2021.
WhiteHawk ends 2021 with a cash balance of US$1,350,130 and no debt and the balance does not include US$928K in trade receivables as of 31 December 2021.
US$2.5M loss after income tax includes non-cash expenditures relating to loss on the SWAP agreement of US$207K, depreciation and amortization expense of US$240K, share based payment expenditure of US$577K.
As a result of continued product line innovation and automation, were able to leverage in-house Research & Development to maintain margins on average at 40%+ in 2021, while advancing all product line features.
Marketing and PR expenditures were significantly decreased by using in-house personnel to manage social media, email and partner engagement campaigns plus a transition to optimized PR and communications partners.
Employee benefits were tailored and expanded to retain top technical talent.
WhiteHawk maintained and/or reduced expenses for most P&L items other than Employee benefits expense, cited above.
Executed Master Agreement with Dun & Bradstreet as a Cyber Compliance partner, initial contract for one year with 4 option years of a broad “Cyber Compliance” reports subscription to include a contract for an initial 2,500 annual licenses. Executed integrated offering kick-off of 01FEB22 and with commensurate marketing and sales campaigns in February and March.
Continuing to drive and grow public and private sector client base through a mix of direct client engagements and Proofs of Concept contracts that converted to full paying client engagements. WhiteHawk team continues to service a wide range of clients comprising large Private and Public Sector US companies and organizations, all leveraging the Company’s automated and scalable services to monitor, prioritize and mitigate their cyber risk exposure to global State Actors and Cyber Criminals targeting all on a daily basis - either directly or through their Supply Chains.

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Executing joint sales campaigns across key US Federal Government Departments and Contractors, as part of the Amazon Web Services (AWS) Partner Network (APN), focused on joint solution for regulatory compliance with Cybersecurity Maturity Model Certification (CMMC) now required across all US Department of Defense contractors and suppliers. AWS - Amazon Web Services, Inc. is a subsidiary of Amazon providing on-demand cloud computing platforms globally.

2022 OUTLOOK

WhiteHawk continues to stay abreast of risk and security market innovation and automation, while adopting client feedback to seamlessly advance both the Cybersecurity online Exchange and all software as a service product lines, to include:

Provisioning of additional platform infrastructure, both Microsoft Azure Cloud and AWS Cloud Services for compute, storage, database.
The addition of Cyber Risk Journey features, data feeds, Industry best practice cybersecurity Frameworks (e.g., CMMC, NIST, HIPPA, GDPR, etc.).
Advanced management, automation, tiering and batch generation, in the production of Cyber Risk Scorecards at scale in support of larger Cyber Risk Radar contracts.
Creation of co-branded or white labeled tailored versions of automated Cyber Risk Scorecards.
Ability to integrate Data Sources from multiple partners, in order to satisfy varying client requirements and to advance fidelity and breadth of product lines.
Development of services enabling clients to access, order, and pull Cyber Risk Scorecards via APIs or Vendor Partners to pull Cyber Risk Scorecards.
The Integration with the Amazon Web Services (AWS) Marketplace to receive and process orders performed online globally.

Strategic Sales Channels:

Dun & Bradstreet is the Global Business Risk and Credit Risk Data Manager across 400,000,000+ companies. Together we can enable D&B to be the Global Business Cyber Risk Manager, in support of all of their current Public and Private Sector clients.
Amazon Web Services Marketplace’s online global presence and our participation in their beta program, along with AWS Federal’s premier cloud provisioning for all Public Sector clients is a game changer for our Cyber Risk product lines, enabling client access and opportunity as never before.
Global Risk and Security Consulting Group partnerships enable WhiteHawk to be the Cyber Risk diagnostics, with innovative marketplace reach-back to identify, prioritize and mitigate Digital Age Risks across all clients wherever they are.

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State & Local Cybersecurity opportunities as a result of the $1B USD in grants within the Infrastructure Bill that was signed into law in November 2021:
https://www.cyberscoop.com/cybersecurity-infrastructure-investment-jobs-actbiden-signed/ As a result, we have been partnering on State and Local with large Managed Service Providers.
Other ongoing strategic engagements:
- Mastercard Trust Center for SMB’s. WHK Currently being vetted to become a capability partner of the global Mastercard Trust Center.
- Global Cyber Alliance. WHK currently in a review to partner on the establishment of a GCA Cybersecurity Marketplace.
- Continuing to penetrate new markets and sectors with Cyber Risk Radar and Cyber Risk Program Proof of Concepts (POCs). A majority of current Cyber Risk Radar contracts started with similar POCs where a client can see the efficiency and effectiveness of the integrated and automated SaaS Platform.

WhiteHawk continues to grow revenue year on year of US$2.3M for 2021 over US$1.9M for 2020 and put in place MSA’s, POC’s and new strategic opportunities that provide a strong foundation for revenue growth in 2022 and beyond. The continuation of the impact of the Global Pandemic on the vetting and finalizing of procurement contracts both in government and industry continues. While inflation will remain a near term factor in managing general and administrative expenses for 2022, we will continue to maintain a healthy gross margin for our product lines, working closely with our strategic vendor partners to achieve best pricing thus reducing any impact from inflation. As a SaaS product line and virtual service online company, however, we are not impacted by the myriad of supply chain issues that so many Sectors have been facing.

SIGNIFICANT CHANGES IN STATE OF AFFAIRS

No significant changes in the Group’s state of affairs occurred during the financial period.

MATTERS SUBSEQUENT TO BALANCE DATE

Subsequent to year-end, the following the significant events took place:

a) On 20 January 2022 the Company issued 437,260 shares at nil consideration as a result of performance rights vesting;
b) On 20 January 2022 the Company issued 212,947 shares at nil consideration as part of a Share Award to employee of the Company.

No other matter or circumstance has arisen since 31 December 2021 that has significantly affected, or may significantly affect:

a) The Group’s operations in future financial years; or
b) The results of those operations in future financial years; or
C) The Group’s state of affairs in future financial years.

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LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS

Information on likely developments in the operations of the Group and the expected results of operations have not been included in this statement because the directors believe it could potentially result in unreasonable prejudice to the Group.

MATERIAL RISK EXPOSURE

The Board considers that adequate systems are in place to manage the Group’s obligations and is not aware of Group’s material exposure to economic, environmental and social sustainability risks.

ENVIRONMENTAL REGULATION

The Group’s operations are not subject to any significant environmental regulation under either Commonwealth or State legislation. The Board considers that adequate systems are in place to manage the Group's obligations and is not aware of any breach of environmental requirements as they relate to the Group.

DIVIDENDS

No dividends were paid to members during the financial year (2020: US$Nil).

INDEMNIFICATION OF OFFICERS

During the financial year the Group paid premiums in respect of a contract insuring Directors and Executives against a liability incurred in the ordinary course of business.

INDEMNIFICATION AND INSURANCE OF AUDITORS

The Group has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor.

During the financial year, the Group has not paid a premium in respect of a contract to insure the auditor of the company or any related entity.

NON-AUDIT SERVICES

The auditor did not provide any non-audit services during the financial year (2020: Nil)

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PROCEEDINGS ON BEHALF OF THE GROUP

No person has applied to the Court for leave to bring proceedings on behalf of the Group, or to intervene in any proceedings to which the Group is a party, for the purpose of taking responsibility on behalf of the Group for all or part of those proceedings.

No proceedings have been brought or intervened in on behalf of the Group.

AUDITOR'S INDEPENDENCE DECLARATION

A copy of the auditor's independence declaration is set out on page 22.

AUDITOR

RSM Australia Partners is the Company’s appointed auditor.

REMUNERATION REPORT

This report outlines the remuneration arrangements in place for directors and executives of the Group.

Remuneration philosophy

The performance of the Group depends upon the quality of its directors and executives, and the ability of the Group to attract, motivate and retain highly skilled directors and executives.

The Board of Directors is responsible for determining and reviewing compensation arrangements for the Directors, the Chief Executive Officer and the executive team. The Board of Directors assesses the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high-quality Board and executive team.

Remuneration structure

In accordance with best practice corporate governance, the structure of non-executive director and executive remuneration is separate and distinct.

NON-EXECUTIVE DIRECTOR REMUNERATION

OBJECTIVE

The Board of Directors recognises that the success of the Group will depend on the quality of its directors and its senior management. For this reason, the Board of Directors reviews

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the remuneration arrangements for all senior employees to ensure that it attracts and keeps motivated, highly skilled and appropriately qualified Directors and executives.

STRUCTURE

The Company’s Constitution and the ASX listing rules specify that the aggregate remuneration of non-executive Directors shall be determined from time to time by a general meeting of shareholders. An amount not exceeding the amount determined by shareholders in general meeting is then available to be split between the Directors as agreed between them. Clause 14.8 of the Constitution provides that the current nonexecutive director fee pool be set at $350,000.

The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned between directors is reviewed annually. The Board takes into account the fees paid to non-executive directors of comparable companies when undertaking the annual review process.

Each director receives a fee for being a director of the Company. The chair receives a higher fee in recognition of the additional time commitment required of a chair.

Non-executive directors are encouraged by the Board to hold shares in the Company (purchased by the directors on market). It is considered good governance for directors to have a stake in the company on whose board they sit.

Non-executive directors’ remuneration is not linked to the performance of the Company.

SENIOR MANAGER AND EXECUTIVE DIRECTOR REMUNERATION

OBJECTIVE

The Company aims to reward executives with a level and mix of remuneration commensurate with their position and responsibilities within the Company so as to ensure total remuneration is competitive by market standards.

STRUCTURE

In determining the level and make-up of executive remuneration, the Board of Directors reviews market conditions and the circumstances of the Company to ensure that the remuneration offered is sufficient to attract executives of the highest calibre.

FIXED REMUNERATION

The fixed remuneration of all employees is reviewed by the Board of Directors as is considered necessary.

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EQUITY BASED REMUNERATION

The equity-based remuneration of all employees is reviewed by the Board of Directors as is considered necessary.

Table 1 - Shareholdings of key management personnel

	Opening Balance 01/01/21	Addition	Vesting of Performance rights	Closing Balance 31/12/21
Directors
TerryRoberts1	6,029,562	16,257,600	-	22,287,162
PhilipGeorge3	400,000	-	200,000	600,000
Melissa King4	-	47,236	-	47,236
Brian Hibbeln	-	-	-	-

Key management personnel
Soo Kim5	1,000,000	(500,000)	-	500,000
Kevin Goodale2	753,593	1,250,400	-	2,003,993
Total	8,183,155	17,055,236	200,000	25,438,391

Under the Exchange Agreement between the Company and the previous shareholders of WhiteHawk CEC Inc referred to in the Company’s Prospectus dated 21 November 2017, Ms Roberts is entitled to receive 32,515,200 conditional shares upon the achievement of certain milestones of the business.
Under the Exchange Agreement between the Company and the previous shareholders of WhiteHawk CEC Inc referred to in the Company’s Prospectus dated 21 November 2017, Mr Goodale is entitled to receive 2,500,800 conditional shares upon the achievement of certain milestones of the business.
Subsequent to year end, on 20 January 2022 Philip George received 200,000 shares as a result of vesting performance rights.
Subsequent to year end, on 20 January 2022 Melissa King received 237,260 shares as a result of vesting performance rights.
Subsequent to year end, on 20 January 2022 Soo Kim received 212,947 shares as a Share Award provided to employee of the Company.

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TABLE 2 - PERFORMANCE RIGHTS HELD BY KEY MANAGEMENT PERSONNEL

	Opening Balance 01/01/21	Rights Granted	Rights Exercised	Closing Balance 31/12/21
	No.	No.	No.	No.
Directors
Terry Roberts	-	-	-	-
Philip George	600,000	-	(200,000)	400,000
Melissa King	-	1,000,000	-	1,000,000
Brian Hibbeln	-	-	-	-
Key managementpersonnel
Soo Kim	1,000,000	-	-	1,000,000
Kevin Goodale	-	-	-	-
Total	1,600,000	1,000,000	(200,000)	2,400,000

TABLE 3 - DETAILS OF REMUNERATION

2021	Salary and Fees	Other Fees	Share Based Payments	Total
	US$	US$	US$	US$
*Directors*
TerryRoberts	155,000	-	-	155,000
PhilipGeorge	25,000	2,438	13,235	40,673
Melissa King	25,000	2,438	48,894	76,332
Brian Hibbeln1	8,333	-	-	8,333
Total Directors	213,333	4,876	62,129	280,338
Key Management Personnel
Soo Kim	247,268	-	-	247,268
Kevin Goodale	129,600	-	-	129,600
Total KMP	376,868	-	-	376,868
Total	590,201	4,876	62,129	657,206

Notes:

Brian Hibbeln was appointed on 31 August 2021

2021 ANNUAL REPORT

WHITEHAWK LIMITED

2020	Salary and Fees	Other Fees	Share Based Payments	Total
	US$	US$	US$	US$
*Directors*
TerryRoberts	160,962	-	-	160,962
PhilipGeorge	21,500	2,043	24,772	48,315
Tiffany Kleemann	21,500	-	24,772	46,272
Melissa King1	3,329	316	-	3,645
Louise McElvogue2	21,500	-	6,850	28,350
Total Directors	228,791	2,359	56,394	287,544
Key Management Personnel
Soo Kim	258,462	-	4,325	262,787
Kevin Goodale	134,585	-	-	134,585
Total KMP	393,047	-	4,325	397,372
Total	621,838	2,359	60,719	684,916

Notes:

Melissa King was appointed on 13 November 2020.
Louse McElvogue resigned on 13 November 2020.

Terry Roberts Chief Executive Officer 28 March 2022

2021 ANNUAL REPORT

WHITEHAWK LIMITED

CORPORATE GOVERNANCE STATEMENT

The Board is committed to achieving and demonstrating the highest standards of corporate governance. As such, WhiteHawk Limited (‘the Company’) has adopted the fourth edition of the Corporate Governance Principles and Recommendations.

The Company’s Corporate Governance Statement for the financial year ending 31 December 2021 is dated and was approved by the Board on 28 March 2022. The Corporate Governance Statement is available on the Company’s website at https://www.whitehawk.com.

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RSM Australia Partners

Level 13, 60 Castlereagh Street Sydney NSW 2000 GPO Box 5138 Sydney NSW 2001

T +61 (0) 2 8226 4500 F +61 (0) 2 8226 4501 www.rsm.com.au

AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the audit of the financial report of Whitehawk Limited for the year ended 31 December 2021, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

(i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii) any applicable code of professional conduct in relation to the audit.

RSM AUSTRALIA PARTNERS

C J Hume

Partner

Sydney, NSW Dated: 28 March 2022

THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING

RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036

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Liability limited by a scheme approved under Professional Standards Legislation

2021 ANNUAL REPORT

WHITEHAWK LIMITED

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2021

		For the Year Ended 31 Dec 2021	For the Year Ended 31 Dec 20209
	Notes	US$	US$

Revenuefrom continuing operations	2	2,302,517	1,888,087
Cost ofgoods sold		(1,348,448)	(956,479)
Grossprofit		954,069	931,608

Other income	2	344	763,949
Professional expenses		(335,339)	(305,230)
Research and development expense		(452,153)	(598,441)
Employee benefits expense		(1,279,012)	(972,149)
Share basedpayments expense	15	(576,555)	(427,643)
IT expenditure		(23,533)	(26,113)
Conference and travel expenditure		(13,435)	(18,210)
Marketingexpenditure		(37,194)	(210,322)
Office and occupancyexpenses		(21,389)	(19,936)
Depreciation	7&8	(240,262)	(659,879)
Interest expense on finance leases		(13,303)	(19,510)
Loss on equityswapagreement		(207,135)	-
General and administration expenses		(220,857)	(247,757)
Loss before income tax		(2,465,754)	(1,809,633)
Income tax expense	3	-	-
Loss for theyear		(2,465,754)	(1,809,633)

Other comprehensive income/(loss)
Exchange differences on translation foreign operations		(50,941)	81,138
Total comprehensive loss for theyear		(2,516,695)	(1,728,495)

Lossper share
From continuingoperations
- Basic/diluted lossesper share(US cents)	20	(1.10)	(1.06)

The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.

2021 ANNUAL REPORT

WHITEHAWK LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2021

	Notes	As at 31 Dec 2021 US$	As at 31 Dec 2020 US$

ASSETS
Current Assets
Cash and cash equivalents	4	1,350,130	2,368,486
Trade and other receivables	5	1,049,465	268,544
Other current assets		501,314	224,615
Financial assets	6	-	1,095,344
Total Current Assets		2,900,909	3,956,989

Non-Current Assets
Property, plant and equipment	7	77,730	145,303
Intangible assets	8	-	172,689
Total Non-Current Assets		77,730	317,992
Total Assets		2,978,639	4,274,981

LIABILITIES
Current Liabilities
Trade and otherpayables	9	448,292	454,303
Contract liabilities	10	1,070,825	350,607
Lease liabilities	11	87,129	76,744
Total Current Liabilities		1,606,246	881,654

Non-Current Liabilities
Lease liabilities	11	7,296	88,090
Total Non-Current Liabilities		7,296	88,090
Total Liabilities		1,613,542	969,744
Net Assets		1,365,097	3,305,237

EQUITY
Contributed equity	12	13,475,921	13,475,921
Reserves	13	1,468,389	942,775
Accumulated losses		(13,579,213)	(11,113,459)
Total Equity		1,365,097	3,305,237

The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.

2021 ANNUAL REPORT

WHITEHAWK LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2021

	Notes	Contributed Equity US$	Accumulated Losses US$	Reserves US$	Total US$


2020

At 1 January2020		11,175,429	(9,303,826)	433,994	2,305,597

Loss for theyear		-	(1,809,633)	-	(1,809,633)
Other comprehensive income	13	-	-	81,138	81,138
Total comprehensive loss		-	(1,809,633)	81,138	(1,728,495)
Transactions with owners in their capacity as owners
Issued capital net of issue costs	12	2,300,492	-	-	2,300,492
Performance rights expense	12,13	-	-	427,643	427,643

At31 December 2020		13,475,921	(11,113,459)	942,775	3,305,237

2021

At 1 January2021		13,475,921	(11,113,459)	942,775	3,305,237

Loss for theyear		-	(2,465,754)	-	(2,465,754)
Other comprehensive income	13	-	-	(50,941)	(50,941)
Total comprehensive loss		-	(2,465,754)	(50,941)	(2,516,695)
Transactions with owners in their capacity as owners
Issued capital net of issue costs	12	-	-	-	-
Performance rights expense	12,13	-	-	576,555	576,555

At31 December 2021		13,475,921	1,468,389	(13,579,213)	1,365,097

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

2021 ANNUAL REPORT

WHITEHAWK LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2021

	Notes	For the Year Ended 31 Dec 2021 US$	For the Year Ended 31 Dec 2020 US$

Operating activities
Receipts from customers		2,276,718	2,147,854
Payments to suppliers and employees		(4,128,137)	(3,275,366)
Interest received		306	1,635
Grants received		-	13,999
Net cash outflow from operating activities	16	(1,851,113)	(1,111,878)

Investing activities
Net cash outflow from investing activities		-	-

Financing activities
Proceeds for exercise of options		-	1,298,268
Proceeds from equityswap		466,344	119,459
Proceeds from borrowings		445,017	488,960
Repayment of borrowings		-	(289,000)
Proceeds from loans to other entities		-	365,254
Transaction costs related to loans and borrowings		(22,251)	(22,720)
Net cash inflow from financing activities		889,110	1,960,221

Net (decrease)/increase in cash and cash equivalents		(962,003)	848,343
Cash and cash equivalents at the beginning of the financialyear		2,368,486	1,526,785
Foreign exchange adjustment to cash balance		(56,353)	(6,642)
Cash and cash equivalents at end of theyear		1,350,130	2,368,486

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

2021 ANNUAL REPORT

WHITEHAWK LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021

These consolidated financial statements and notes represent those of the consolidated entity (referred to hereafter as the ‘Group') consisting of WhiteHawk Limited (referred to hereafter as the 'Company') and the entities it controlled at the end of, or during, the year ended 31 December 2021.

The Company is a listed public company limited by shares, incorporated and domiciled in Australia.

A description of the nature of the Group's operations and its principal activities are included in the directors' report, which is not part of the financial statements.

The financial statements were authorised on 28 March 2022 by the directors of the company.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PREPARATION

These general-purpose financial statements have been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standard Board and the Corporations Act 2001 .

Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards. Material accounting policies adopted in the preparation of this financial report are presented below. They have been consistently applied unless otherwise stated.

The financial statements have been prepared on an accruals basis and are based on historical costs unless otherwise stated in the notes. The accounting policies that have been adopted in the preparation of the statements are as follows:

2021 ANNUAL REPORT

WHITEHAWK LIMITED

ACCOUNTING POLICIES

A. Basis of consolidation

The Group financial statements consolidate those of the Parent Company and all of its subsidiaries as of 31 December 2021. The parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All subsidiaries have a reporting date of 31 December 2021.

All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses on transactions between Group companies. Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.

Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable.

Non-controlling interests, presented as part of equity, represent the portion of a subsidiary’s profit or loss and net assets that is not held by the Group. The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based on their respective ownership interests.

B. Foreign currency translation

(I) FUNCTIONAL CURRENCY

Items included in the financial statements of the Group’s operations are measured using the currency of the primary economic environment in which it operates (‘the functional currency’).

The functional currency of the Company is Australian dollars (AU$).

The functional currency of the WhiteHawk CEC Inc is United States dollars (US$).

Foreign currency transactions are translated into the functional currency using the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the end of the reporting period. Foreign exchange gains and

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WHITEHAWK LIMITED

losses resulting from settling foreign currency transactions, as well as from restating foreign currency denominated monetary assets and liabilities, are recognised in profit or loss, except when they are deferred in other comprehensive income as qualifying cash flow hedges or where they relate to differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity.

Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when fair value was determined.

(II) PRESENTATION CURRENCY

The financial statements are presented in United States dollars, which is the Group’s presentation currency.

Functional currency balances are translated into the presentation currency using the exchange rates at the balance sheet date. Value differences arising from movements in the exchange rate is recognised in the statement of comprehensive income.

C. Revenue recognition

The consolidated entity recognises revenue as follows:

Revenue from contracts with customers

Revenue is recognised at an amount that reflects the consideration to which the consolidated entity is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the consolidated entity: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative standalone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.

Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the 'expected value' or 'most likely amount' method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised

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WHITEHAWK LIMITED

will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are initially recognised as deferred revenue in the form of a separate refund liability.

Sale of goods

Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the goods, which is generally at the time of delivery.

Rendering of services

Revenue from a contract to provide services is recognised over time as the services are rendered based on either a fixed price or an hourly rate.

Interest

Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

Other revenue

Other revenue is recognised when it is received or when the right to receive payment is established.

Government grants

Government grants relating to costs are deferred and recognised in profit or loss over the period necessary to match them with the costs that they are intended to compensate.

D. Income tax

The income tax expense (income) for the year comprises current income tax expense (income) and deferred tax expense (income).

Current tax and deferred tax are recognised in profit or loss except to the extent that they relate to a business combination or are recognised directly in equity or in other comprehensive income. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.

2021 ANNUAL REPORT

WHITEHAWK LIMITED

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses.

Current and deferred income tax expense (income) is charged or credited directly to equity instead of profit or loss when the tax relates to items that are credited or charged directly to equity.

Except for business combinations, no deferred income tax is recognised from the initial recognition of an asset or liability where there is no effect on accounting or taxable profit or loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

With respect to land and buildings measured at fair value, the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of the asset will be recovered entirely through sale.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Where temporary differences exist in relation to investments in subsidiaries, branches, associates and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.

Current tax assets and liabilities are offset where a legally enforceable right of setoff exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where: (a) a legally enforceable right of set-off exists; and (b) the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

E. Right-of-use assets

A right-of-use asset is recognised at the commencement date of a lease. The rightof-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the

2021 ANNUAL REPORT

WHITEHAWK LIMITED

commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset and restoring the site or asset.

Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is shorter. Where the consolidated entity expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-ofuse assets are subject to impairment or adjusted for any remeasurement of lease liabilities.

The consolidated group has elected not to recognise right-of-use asset and corresponding lease liability for short term leases with terms 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.

F. Lease liabilities

A leased liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the consolidated group's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.

Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residential guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of-use asset, or to profit or loss if the carrying of the right-of-use asset is fully written down.

G. Finance costs

Finance cost attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred.

2021 ANNUAL REPORT

WHITEHAWK LIMITED

H. Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the statement of financial position.

For the purposes of the statement of cash flows, cash and cash equivalents comprise the above.

I. Trade and other receivables

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days.

The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.

Other receivables are recognised at amortised cost, less any allowance for expected credit losses. Collectability of other receivables is assessed on an ongoing basis. Any amount determined to be an impairment loss is recognised in the Consolidated Statement of Comprehensive Income as an ‘impairment expense’.

J. Trade and other payables

Trade and other payables represent liabilities for goods and services provided to the Group prior to the year end and which are unpaid. These amounts are unsecured and are usually payable within 30 days of recognition.

K. Contract liabilities

Contract liabilities represent the consolidated entity's obligation to transfer goods or services to a customer and are recognised when a customer pays consideration, or when the consolidated entity recognises a receivable to reflect its unconditional right to consideration (whichever is earlier) before the consolidated entity has transferred the goods or services to the customer.

L. Investments and other financial assets

Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification.

2021 ANNUAL REPORT

WHITEHAWK LIMITED

Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless an accounting mismatch is being avoided.

Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the consolidated entity has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part or all of a financial asset, it's carrying value is written off.

Financial assets at fair value through profit or loss

Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either:

(i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or
(ii) designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss.

M. Employee benefits

(I) WAGES AND SALARIES AND ANNUAL LEAVE

Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months of the end of the reporting period are recognised in other payables in respect of employees' services rendered up to the end of the reporting period and are measured at amounts expected to be paid when the liabilities are settled.

(II) RETIREMENT BENEFIT OBLIGATIONS

The Group does not maintain a superannuation plan. The Group makes fixed percentage contributions for all Australian resident employees to complying third party superannuation funds and for US resident employees to complying pension funds. The Group's legal or constructive obligation is limited to these contributions.

Contributions to complying third party superannuation funds and pension plans are recognised as an expense as they become payable. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

2021 ANNUAL REPORT

WHITEHAWK LIMITED

N. Current vs non-current

Assets and liabilities are presented in the statement of financial position based on current and non-current classification.

An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.

A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.

Deferred tax assets and liabilities are always classified as non-current.

O. Goods and services tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST.

Cash flows are presented in the statement of cash flows on a gross basis, except for the GST components of investing and financing activities, which are disclosed as operating cash flows.

P. Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the loss attributable to the owners the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.

2021 ANNUAL REPORT

WHITEHAWK LIMITED

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

Q. Parent entity information

In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary information about the parent entity is disclosed in Note 25.

R. Issued capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

S. Share-based payments

Equity-settled and cash-settled share-based compensation benefits are provided to employees.

Equity-settled transactions are awards of shares, or options over shares that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price.

The cost of equity-settled transactions is measured at fair value on grant date. Fair value is independently determined using either the Hull-White or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best

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WHITEHAWK LIMITED

estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:

during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the expired portion of the vesting period.
from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date.

All changes in the liability are recognised in profit or loss. The ultimate cost of cashsettled transactions is the cash paid to settle the liability.

Market conditions are taken into consideration in determining fair value. Therefore, any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.

If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.

If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.

If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.

T. Rounding of amounts

Amounts in the financial statements and directors’ report have been rounded off to the nearest dollar.

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WHITEHAWK LIMITED

U. Going concern

The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and the discharge of liabilities in the normal course of business.

As disclosed in the financial statements, the Group incurred a loss after tax of US$2,516,695 (2020: US$1,728,495) and had net cash outflows from operating activities of US$1,851,113 (2020: US$1,111,878) for the year ended 31 December 2021.

The Directors believe that there are reasonable grounds to believe that Whitehawk will be able to continue as a going concern, after consideration of the following factors:

Whitehawk has cash and cash equivalents of US$1,350,130 as of 31 December 2021. As at that date Whitehawk had net current assets of US$1,294,663 and net assets of US$1,365,097. Whitehawk has determined that it has adequate cash resources in place to fund its operations for the next 12 months.
If required, Whitehawk has the ability to continue to raise additional funds, including but not limited to, issue of additional shares pursuant to the Corporations Act 2001.
Whitehawk has the ability to scale back a significant portion of its development activities if required.

Accordingly, the Directors believe that Whitehawk will be able to continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report.

It is not expected that COVID-19 will continue to have a material impact on the Company’s ability to continue as a going concern. However, should the effects of COVID-19 be worse than expected by the directors, or adversely impact the Groups’ ability to raise capital, these factors may indicate a material uncertainty which may cast significant doubt as to whether Whitehawk will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.

The financial report does not include any adjustments relating to the amounts or classification of recorded assets or liabilities that might be necessary if Whitehawk does not continue as a going concern.

2021 ANNUAL REPORT

WHITEHAWK LIMITED

V. New, revised or amending Accounting Standards and Interpretations adopted

There have been no accounting pronouncements which have become effective from 1 January 2021 that have had a significant impact on the Group’s financial results or position.

W. New Accounting Standards and Interpretations not yet mandatory or early adopted

At the date of authorisation of these consolidated financial statements, several new, but not yet effective, Standards and amendments to existing Standards, and Interpretations have been published by the IASB. None of these Standards or amendments to existing Standards have been adopted early by the Group.

Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New Standards, amendments and Interpretations not adopted in the current year have not been disclosed as they are not expected to have a material impact on the Group’s financial statements.

CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

Share based payments

The Group measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.

In addition to the estimation uncertainty in relation to the inputs into the fair value models, there is inherent uncertainty in respect of the likelihood that non-market related

2021 ANNUAL REPORT

WHITEHAWK LIMITED

performance hurdles reflected in Note 12© will be achieved. There is uncertainty around the timing and achievement of non-market conditions for performance and consequently the vesting periods have been estimated based on reasonable expectations.

2. REVENUE

	For the Year Ended 31 Dec 2021 US$	For the Year Ended 31 Dec 2020 US$ 1,888,087 1,888,087 742,530 1,643 19,659 117 763,949 2,652,036
*Rendering of services and sale of goods*
Goods transferred over time(United States)	2,302,517
Total sales revenue	2,302,517

Gain on SWAP agreement	-
Interest income	306
Other income	38
Foreign exchange gain/(loss)	-
Total other income	344

Total income	2,302,861

3. INCOME TAX EXPENSE

The Components of Tax Expense Comprise:	For the Year Ended 31 Dec 2021 US$	For the Year Ended 31 Dec 2020 US$
Current tax	-	-
Deferred tax	-	-
	-	-

(a) Numerical Reconciliation of Income Tax Expense to Prima Facie Tax Payable
Loss from continuing operations before income tax expense	(2,465,754)	(1,809,633)
Tax at the Australian tax rate of 26% (2020 – 27.5%)	(641,095)	(497,649)

_Add_tax effect of:
- Other assessable items	-	-
- Other non-allowable items	289,355	184,648
_Less_tax effect of:
- Other non-assessable items	-	-
- Other deductible items	(76,975)	(44,943)
Carried forward tax benefit not recognized in the currentyear	428,715	357,944
Total income tax expense	-	-

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WHITEHAWK LIMITED

The Group has carry forward tax losses related to international operations of approximately US$10,492,616 (2020: US$8,843,712), which will generally expire at various dates in the next 20 years. Further, such losses are also subject to change of ownership provisions. Accordingly, some or all of the international losses may be limited in future periods or may expire before being able to be applied to reduce future foreign income tax liabilities.

The benefit of these losses will only be recognised where it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

4. CASH AND CASH EQUIVALENTS

	As at 31 Dec 2021 US$	As at 31 Dec 2020 US$
Cash at bank and in hand	1,350,130	2,368,486
	1,350,130	2,368,486

5. TRADE AND OTHER RECEIVABLES

	As at 31 Dec 2021 US$	As at 31 Dec 2020 US$
CURRENT Trade receivables	927,800	180,669
Other receivables	121,665	87,875
	1,049,465	268,544

Aging Analysis

	0 – 3 months US$	3 – 6 months US$	6+ months US$	Non-Cash US$
31 December 2021	941,712	-	-	107,753
31 December 2020	192,364	-	-	76,180

2021 ANNUAL REPORT

WHITEHAWK LIMITED

6. FINANCIAL ASSETS

	As at 31 Dec 2021 US$	As at 31 Dec 2020 US$
Financial assets atfair value through profit or loss(FVPL)
Equity swap loan receivable	-	1,095,344

Balance at beginning of theyear	1,095,344	84,074
Equityswaploanproceedspaid	-	722,500
Repayments received inperiod	(888,209)	(453,760)
Net(loss)/gain on the facilityin theperiod	(207,135)	742,530
Balance at end ofyear	-	1,095,344

During the 2020 financial year, the Company entered into an Equity Swap Agreement (“ESA”) for A$1,000,000 with RiverFort Global Opportunities PCC Ltd ("RiverFort").

Under the ESA, WhiteHawk will receive 1/12th of the Equity Swap amount of A$1,000,000 each month plus an amount that represents 50% of the difference between 8.47cents (the Benchmark Price) and the market price for a month calculated on an aggregate of 10 lowest daily volume weighted average prices in that month (Market Price). Conversely, if the Market Price is below the Benchmark Price in that month, then WhiteHawk would receive that month’s portion of the Principal Amount less the difference between the Market Price and Benchmark Price.

7. PROPERTY, PLANT AND EQUIPMENT

	As at 31 Dec 2021 US$	As at 31 Dec 2020 US$
Office equipment at cost	50,605	50,605
Accumulated depreciation	(43,677)	(41,199)
Closing balance	6,928	9,406

Right of use assets – leased office	210,245	210,245
Accumulated depreciation	(139,443)	(74,348)
Closing balance	70,802	135,897
	77,730	145,303

	Office Equipment	Right of Use Assets	Total
Balance at 1 January2020	12,341	186,674	199,015
Additions	-	13,467	13,467
Depreciation	(2,935)	(64,244)	(67,179)
Balance at 31 December 2020	9,406	135,897	145,303
Additions	-	-	-
Depreciation	(2,478)	(65,095)	(67,573)
Balance at 31 December 2021	6,928	70,802	77,730

2021 ANNUAL REPORT

WHITEHAWK LIMITED

8. INTANGIBLE ASSETS

	As at 31 Dec 2021 US$	As at 31 Dec 2020 US$
Capitalised website development costs	1,776,227	1,776,227
Accumulated amortisation	(1,776,227)	(1,603,538)
Closing balance	-	172,689

Balance at beginning of year	172,689	764,764
Additions	-	-
Amortisation	(172,689)	(592,075)
Balance at the end of year	-	172,689

9. TRADE AND OTHER PAYABLES

	As at 31 Dec 2021 US$	As at 31 Dec 2020 US$
CURRENT Tradepayables	347,628	366,288
Payroll liabilities	52,368	42,684
Accrued expenses	48,296	45,331
	448,292	454,303

10. CONTRACT LIABILITIES

	As at 31 Dec 2021 US$	As at 31 Dec 2020 US$
Contract liabilities	1,070,825	350,607

Reconciliation of the written down values at the beginning and end of the current and previous financial year are set out below:

Openingbalance	350,607	141,350
Amounts invoiced to customers	3,022,735	2,097,344
Transfer to revenue - included in the openingbalance	(350,607)	(141,350)
Transfer to revenue - other balances	(1,951,910)	(1,746,737)
Total contract liabilities	1,070,825	350,607

The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied at the end of the reporting period was $1,070,828 as at 31 December 2021 ($350,607 as at 31 December 2020) and is expected to be recognised as revenue in future periods as follows:

2021 ANNUAL REPORT

WHITEHAWK LIMITED

	As at 31 Dec 2021 US$	As at 31 Dec 2020 US$
Within 6 months	669,888	309,687
6 to 12 months	400,938	40,920
	1,070,825	350,607

11. LEASES

Nature of leasing activities (in the capacity as lessee)

The Group leases a property in Alexandria, VA. The lease contract provides for a fixed increase of 2.75% to lease payment annually.

	As at 31 Dec 2021 US$	As at 31 Dec 2020 US$
Lease Liability Balance at beginningof theyear	164,834	201,724
Additions	-	11,706
Interest expense	13,288	19,510
Leasepayments	(83,697)	(68,106)
Balance at the end of theyear	94,425	164,834

Current lease liability	87,129	76,744
Non-current lease liability	7,296	88,090
Balance at the end of theyear	94,425	164,834

12. CONTRIBUTED EQUITY

A. SHARE CAPITAL

A. SHARE CAPITAL	A. SHARE CAPITAL	A. SHARE CAPITAL	A. SHARE CAPITAL	A. SHARE CAPITAL
	As at 31 December 2021		As at 31 December 2020
	No. of Shares	US$	No. of Shares	US$
Ordinary shares
At the beginning of the year	198,177,373	13,475,921	157,910,295	11,175,429
Issue of shares	-	-	12,987,013	730,200
Entitlements issue	-	-	2,047,800	176,905
Issue of shares in lieu of services received	-	-	17,632,265	1,287,508
Shares issued on conversion of options	-	-	1,000,000	149,691
Shares issued on vesting of performance rights	4,897,169	-	6,600,000	-
Shares issued on achievement of US Milestones	24,000,000	-	-	-
Share issue expenses	-	-	-	(43,812)
At the end of the year	227,074,542	13,475,921	198,177,373	13,475,921

2021 ANNUAL REPORT

WHITEHAWK LIMITED

Ordinary shares

Each ordinary shareholder maintains, when present in person or by proxy or by attorney at any general meeting of the Company, the right to cast one vote for each ordinary share held.

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held.

B. OPTIONS

As at the balance date, the following options over unissued ordinary shares were on issue:

10,000,000 unlisted options expiring 23 January 2023, exercisable at AU$0.20 each;
1,500,939 unlisted options expiring 25 November 2022, exercisable at AU$0.087137 each.
5,000,000 unlisted options expiring 24 September 2024, exercisable at AU$0.30 each.

C. PERFORMANCE RIGHTS

As at the balance date, the following performance rights over unissued ordinary shares were on issue:

1,400,000 unlisted performance rights, the performance rights will vest and convert into equivalent number of shares for every year of service by non-executive directors of the Company;
1,000,000 unlisted performance rights convertible into ordinary shares at 1:1 ratio subject to Milestone completion. Subsequent to the period end, 1,000,000 unlisted performance rights were cancelled on 20 January 2022, by agreement between the Company and the holder.
8,666,667 unlisted performance rights convertible into ordinary shares at 1:1 ratio subject to the following Milestone completion.

(a) Class B Performance Rights: 4,333,333 convert upon the Company’s Share price increasing 200% above the IPO Share price (based on a five (5) consecutive day VWAP), and the Company (either directly or through its subsidiaries, including WhiteHawk US) achieving at least one of the following;

(i) consolidated revenues of $5 million from the WhiteHawk US business; or
(ii) 1,000 customer products; or
(iii) 2,500 online contracts.
(b) Class C Performance Rights: 4,333,334 convert upon the Company’s Share price increasing 300% above the IPO Share price (based on a five (5) consecutive day

2021 ANNUAL REPORT

WHITEHAWK LIMITED

VWAP), and the Company (either directly or through its subsidiaries, including WhiteHawk US) achieving at least one of the following;

(i) consolidated revenues of $10 million from the WhiteHawk US business; or

(ii) 2,000 customer products; or

(iii) 5,000 online contracts.

The following ordinary shares were issued in the financial year as a result of performance targets being met:

(a) 563,836 relating to service provided by non-executive directors of the Company:

(b) 4,333,333 on satisfaction of performance milestones.

13. RESERVES

	Performance Rights Reserve US$	Foreign Currency Translation Reserve US$	Total Reserves US$
Balance at 31 December 2019	649,026	(215,032)	433,994
Share-basedpayments expense	427,643	-	427,643
Foreign currency translation differences arising duringtheyear	-	81,138	81,138
Balance at 31 December 2020	1,076,669	(133,894)	942,775
Share-basedpayments expense	576,555		576,555
Foreign currency translation differences arising duringtheyear	-	(50,941)	(50,941)
Balance at 31 December 2021	1,653,224	(184,835)	1,468,389

A. FOREIGN TRANSLATION RESERVE

The reserve is used to recognise exchange differences arising from the translation of the financial statements to US dollars.

B. PERFORMANCE RIGHTS RESERVE

The share-based payments reserve is used to recognise the value of equity-settled sharebased payments provided to employees, including key management personnel, as part of their remuneration.

2021 ANNUAL REPORT

WHITEHAWK LIMITED

14. SEGMENT INFORMATION

The Group operates in the retail, consulting and business intelligence segments being a business to business (B2B) e-commerce cybersecurity exchange. WhiteHawk CEC Inc is a Delaware, USA corporation with operations based in Alexandria VA, USA and offices in Alexandria VA, USA and Perth, Australia.

This operating segment is monitored by the Group’s chief operating decision makers and strategic decisions are made on the basis of adjusted segment operating results. The chief operating decision makers of the Group are the Chief Executive Officer and Chief Financial Officer.

The following tables present certain asset and liability information regarding geographical segments for the years ended 31 December 2021 and 31 December 2020 and this is the format of the information provided to the chief operating decision maker.

Segment performance

	Australia	Australia	USA	USA	Total	Total
	December 2021	December 2020	December 2021	December 2020	December 2021	December 2020
	US$	US$	US$	US$	US$	US$
External sales	-	-	2,302,517	1,888,087	2,302,517	1,888,087
Total segment revenue	-	-	2,302,517	1,888,087	2,302,517	1,888,087

Segment operatingresult	(1,312,009)	(352,318)	(900,180)	(777,926)	(2,212,189)	(1,130,244)
EBITDA	(1,312,009)	(352,318)	(900,180)	(777,926)	(2,212,189)	(1,130,244)
Depreciation and amortisation	-	-	(240,262)	(659,879)	(240,262)	(659,879)
Finance costs	-	-	(13,303)	(19,510)	(13,303)	(19,510)
Loss before income tax expense	(1,312,009)	(352,318)	(1,153,745)	(1,457,315)	(2,465,754)	(1,809,633)
Income tax expense	-	-	-	-	-	-
Loss after income tax expense	(1,312,009)	(352,318)	(1,153,745)	(1,457,315)	(2,465,754)	(1,809,633)

Assets and liabilities

Segment assets	837,248	2,029,186	2,141,931	2,245,795	2,978,639	4,274,981
Segment liabilities	119,568	43,916	1,493,974	925,828	1,613,542	969,744

2021 ANNUAL REPORT

WHITEHAWK LIMITED

15. SHARE BASED PAYMENTS

During the twelve (12) months to 31 December 2021, the following transactions were equity settled by the Group:

Performance Rights

Grant Date	Expiry Date	Exercise Price	Balance at 1 Jan 2021	Granted	Converted	Lapsed	Balance at 31 Dec 2021
20/12/2017	20/12/2022	-	13,000,000	-	(4,333,333)	-	8,666,667
19/01/2018	19/01/2023	-	1,363,836	-	(563,836)	(400,000)	400,000
16/12/2020	16/12/2025	-	1,000,000	-	-	-	1,000,000
14/05/2021	14/05/2026	-	-	1,000,000	-	-	1,000,000
Total			15,363,836	1,000,000	(4,897,169)	(400,000)	11,066,667
Weighted average exercise price			AU$-	AU$-	AU$-	AU$-	AU$-

Options

Grant Date	Expiry Date	Exercise Price	Balance at 1 Jan 2021	Granted	Converted	Lapsed	Balance at 31 Dec 2021
20/12/2017	24/01/2023	AU$0.20	10,000,000	-	-	-	10,000,000
25/05/2020	25/11/2022	AU$0.09	1,500,939	-	-	-	1,500,939
24/09/2021	24/09/2024	AU$0.30	-	5,000,000	-	-	5,000,000
Total			11,500,939	5,000,000	-	-	16,500,939
Weighted average exercise price			AU$0.19	AU$0.30	-	-	AU$0.22

The share-based payments expense recognised in the year is as follows:

	For the Year Ended 31 Dec 2021 US$	For the Year Ended 31 Dec 2020 US$
Vestingexpense of 13m rights issued to advisors	229,980	105,978
Vestingexpense of 1.4m rights issued to directors	(26,661)	15,454
Vestingexpense of 3m rights issued to advisors	-	118,974
Vestingexpense of 3m rights issued to advisors	-	166,866
Vestingexpense of 1m rights issued to keymanagementpersonnel	23,780	4,326
Vestingexpense of 1m rights issued to a director	48,894	-
Vestingexpense of 1.5m options issued to RiverFort	-	16,045
Issue of 5m options to advisors	300,562	-
Total	576,555	427,643

2021 ANNUAL REPORT

WHITEHAWK LIMITED

For rights and options granted during the current financial period, the valuation model inputs used to determine the fair value at the grant date are as follows:

	Advisor Options	KMP Rights
Number of options/rights issued	5,000,000	1,000,000
Exerciseprice	AU$0.30	-
Expirydate	24/09/2024	14/05/2026
Shareprice on issue date	AU$0.19	AU$0.20
Dividend rate	-	-
Risk free rate	0.15%	0.70%
Volatilityrate	90%	90%
Valueper option/right	AU$0.0876	AU$0.1945

16. RECONCILIATION OF LOSS AFTER INCOME TAX TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES

	For the Year Ending 31 Dec 2021 US$	For the Year Ending 31 Dec 2020 US$
Loss for theyear	(2,465,754)	(1,809,633)
Depreciation expense	240,262	659,879
Share-basedpayments expense	576,555	427,643
Finance expense	13,303	19,510
Loss/(gain)on equityswapfacility	197,823	(617,820)

Change in operating assets and liabilities
Increase in trade and other receivables	(1,057,100)	(83,459)
(Decrease)/increase in trade and otherpayables	643,798	292,002
Net cash outflow from operating activities	(1,851,113)	(1,111,878)

17. CHANGES IN FINANCIAL LIABILITIES ARISING FROM FINANCING ACTIVITIES

	For the Year Ending 31 Dec 2021 US$	For the Year Ending 31 Dec 2020 US$
Other loans
Balance at the beginningof the financialyear	-	-
Cash inflow from financingactivities	-	488,960
Cash outflow from financingactivities	-	(289,000)
Loan forgiven(Paycheck Protection Program Loan)	-	(230,000)
Foreign exchange loss	-	30,040
Balance at the end of the financialyear	-	-

2021 ANNUAL REPORT

WHITEHAWK LIMITED

18. FINANCIAL RISK MANAGEMENT

A. FINANCIAL RISK MANAGEMENT

The Group’s financial instruments consist mainly of deposits with banks, accounts receivable and payable and inter-entity loans.

The directors’ overall risk management strategy seeks to assist the Group in meeting its financial targets, whilst minimising potential adverse effects on financial performance.

Credit risk

The Group trades only with recognised, creditworthy third parties. It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures. The receivable balances are monitored on an ongoing basis. The group’s exposure to bad debts is not significant.

There is considerable concentration of credit risk within the Group as it only has a limited number of customers at this stage of its development.

With respect to credit risk arising from other financial assets of the Group, which comprise cash and cash equivalents, the Group’s exposure to credit risk arises form default of the counter party, with a maximum exposure equal to the carrying amount of these instruments.

Since the Group trades only with recognised third parties, there is no requirement for collateral security.

The maximum exposure to credit risk at balance date is as follows:

	As at 31 Dec 2021 US$	As at 31 Dec 2020 US$
Cash and cash equivalents	1,350,130	2,368,486
Trade and other receivables	1,049,465	268,544
Financial assets	-	1,096,344

LIQUIDITY RISK

The Group’s policy is to maintain a comfortable level of liquidity through the continual monitoring of cash reserves and the raising of additional capital as required.

2021 ANNUAL REPORT

WHITEHAWK LIMITED

MARKET RISK

Foreign exchange risk

Most of the Group’s transactions occur in the USA and are predominantly denominated in USD. Cash and cash equivalents used to fund working capital are mainly held in US bank accounts.

The Group’s is exposed to foreign exchange risk when capital is raised in AUD and then transferred to the US subsidiary. The Group closely monitors foreign currency movements at such times but does not use hedging instruments to manage such risk.

Foreign currency denominated financial assets and liabilities which expose the Group to currency risk are disclosed below. The amounts shown are those reported to key management translated into USD at the closing rate:

	Short Term Exposure US$	Long Term Exposure US$
31 December 2021
Financial assets	837,249	-
Financial liabilities	-	-
31 December 2020
Financial assets	1,096,344	-
Financial liabilities	-	-

The following table illustrates the sensitivity of profit or loss and equity in regard to the Group’s financial assets and financial liabilities and the $USD/$AUD exchange rate ‘all other things being equal’. It assumes a +/- 10% change of the $AUD/$USD exchange rate for the year. This percentage has been determined based on the average market volatility in exchange rate in the previous twelve (12) months.

The sensitivity analysis is based on the Group’s foreign currency financial instruments held at each reporting date and also takes into account forward exchange contracts that offset effects from changes in currency exchange rates.

If the $AUD had strengthened/weakened against the $USD by 10% then this would have had the following impact:

	Loss for	the Year	Equity	Equity
	+ 10%	-10%	+ 10%	-10%
	US$	US$	US$	US$
31 December 2021	(71,768)	71,768	(71,768)	71,768
31 December 2020	(95,536)	95,536	198,527	(198,527)

Exposures to foreign exchange rates vary during the year depending on the volume of overseas transactions. Nonetheless, the analysis above is considered to be representative of the Group’s exposure to currency risk.

2021 ANNUAL REPORT

WHITEHAWK LIMITED

(B) FINANCIAL INSTRUMENT COMPOSITION AND MATURITY ANALYSIS

The table below reflects the undiscounted contractual settlement terms for financial instruments of a fixed period of maturity as well as management’s expectations of the settlement period of all other financial instruments. As such, the amounts may not reconcile to the Statement of Financial Position.

	Weighted average interest rate %	Non- interest bearing US$	Floating interest rate US$	Fixed interest rate maturing within 1 year US$	Total US$
2021
Financial Assets
Cash and cash equivalents	0.00%	-	1,350,130	-	1,350,130
Trade and other receivables	-	1,049,465		-	1,049,465
Total financial assets		1,049,465	1,350,130	-	2,399,595

Financial Liabilities
Trade and otherpayables	-			-
Total financial liabilities				-

2020
Financial Assets
Cash and cash equivalents	0.08%	-	2,368,486	-	2,368,486
Trade and other receivables	-	268,544	-	-	268,544
Financial assets	-	1,096,344	-	-	1,096,344
Total financial assets		1,364,888	2,368,486	-	3,733,374

Financial Liabilities
Trade and otherpayables	-	454,303	-	-	454,303
Total financial liabilities		454,303	-	-	454,303

	Carrying amount US$	Contractual cash flow due 1 to 3 months US$	Contractual cash flow due 3 months to 1 year US$	Contractual cash flow due 1 to 5 years US$
2021
Current Assets
Trade and other receivables	1,049,465	941,711	-	-
Total	1,049,465	941,711	-	-

Financial liabilities
Trade and otherpayables	448,292	448,292	-	-
Total	448,292	448,292	-	-

2021 ANNUAL REPORT

WHITEHAWK LIMITED

	Carrying amount US$	Contractual cash flow due 1 to 3 months US$	Contractual cash flow due 3 months to 1 year US$	Contractual cash flow due 1 to 5 years US$
2020
Current Assets
Trade and other receivables	268,544	192,364	-	-
Financial assets	1,096,344	-	1,096,344	-
Total	1,364,888	192,364	1,096,344	-

Financial liabilities
Trade and otherpayables	454,303	454,303	-	-
Total	454,303	454,303	-	-

C. FAIR VALUE MEASUREMENT

Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three levels of a fair value hierarchy.

The three levels are defined based on the observability of significant inputs to the measurement, as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: Unobservable inputs for the asset or liability.

The following table shows the levels within the hierarchy of financial assets and liabilities measured at fair value on a recurring basis:

	Level 1 US$	Level 2 US$	Level 3 US$	Total US$
31 December 2021
Financial Assets
Financial assets(FVPL)	-	-	-	-
Net fair value	-	-	-	-
31 December 2020
Financial Assets
Financial assets(FVPL)	-	1,095,344	-	1,095,344
Net fair value	-	1,095,344	-	1,095,344

2021 ANNUAL REPORT

WHITEHAWK LIMITED

D. SENSITIVITY ANALYSIS

The Company has performed a sensitivity analysis relating to its exposure to foreign currency risk at balance date. The effect on profit or loss and equity as a result of changes in the value of the US Dollar to the Australian Dollar and other currencies with all other variables remaining constant, is not expected to be significant.

19. AUDITOR’S REMUNERATION

	For the Year Ended 31 Dec 2021 US$	For the Year Ended 31 Dec 2020 US$
RSM Australia Partners
- Audit of the financial statements	32,635	32,056

20. EARNINGS PER SHARE

	2021 US Cents	2020 US Cents
From continuingoperations
Basic earnings per share	(1.10)	(1.06)
Diluted earnings per share	(1.10)	(1.06)

Weighted average number of shares used for the purposes of calculating diluted earnings per share reconciles to the number used to calculate basic earningsper share as follows:
- Basic earnings per share	223,860,999	171,115,855
- Diluted earnings per share	223,860,999	171,115,855
Weighted average number of other securities outstanding not included in diluted EPS calculations as the securities are anti- dilutive in nature	23,545,688	26,300,939
Net loss after tax used in calculation of earningsper share	($2,465,754)	($1,809,633)

2021 ANNUAL REPORT

WHITEHAWK LIMITED

21. RELATED PARTY TRANSACTIONS

A. KEY MANAGEMENT PERSONNEL

Disclosures relating to key management personnel are set out in the Remuneration Report.

B. TRANSACTIONS WITH OTHER RELATED PARTIES

There were no related party transactions aside from those listed in the Remuneration Report.

22. COMMITTMENTS

Finance Lease

The future minimum lease payments were as follows:

		Minimum Lease Payments Due	Minimum Lease Payments Due

	Within 1 Year	1-5 Years	After 5 Years	Total
	USD	USD	USD	USD
31 December 2021	85,792	14,596	-	100,388
31 December 2020	83,698	100,388	-	184,086

23. CONTINGENT ASSETS AND LIABILITIES

The Group did not have any contingent assets or liabilities at 31 December 2021 (31 December 2020: nil).

24. EVENTS OCCURRING AFTER THE BALANCE SHEET DATE

Subsequent to year-end, the following the significant events took place:

a) On 20 January 2022 the Company issued 437,260 shares at nil consideration as a result of performance rights vesting;
b) On 20 January 2022 the Company issued 212,947 shares at nil consideration as part of a Share Award to employee of the Company.

No other matter or circumstance has arisen since 31 December 2021 that has significantly affected, or may significantly affect:

a) The Group’s operations in future financial years; or
b) The results of those operations in future financial years; or
c) The Group’s state of affairs in future financial years.

2021 ANNUAL REPORT

WHITEHAWK LIMITED

25. CONTROLLED ENTITIES

Controlled entities consolidated:

		Percentage
	Country of Incorporation	2021
Legal Parent Entity
WhiteHawk Limited(accountingsubsidiary)	Australia

Subsidiaries of WhiteHawk Limited
WhiteHawk CEC Inc(accounting parent)	USA	100%

26. PARENT ENTITY DISCLOSURES

	2021 US$	2020 US$
WhiteHawk Limited

Statement of financialposition
*Assets*
Total current assets	837,249	2,029,187
Total non-current assets	10,447,525	10,041,593
Total assets	11,284,774	12,070,780
*Liabilities*
Total current liabilities	119,569	43,917
Total liabilities	119,569	43,917
Net assets	11,165,205	12,026,863

*Equity*
Contributed equity	13,367,532	13,367,532
Reserves	1,215,382	1,321,060
Accumulated losses	(3,417,709)	(2,661,729)
Total equity	11,165,205	12,026,863

Statement of profit or loss and other comprehensive income
Loss for the year	(755,980)	(352,318)
Other comprehensive (loss)/income	(50,941)	81,138
Total comprehensive loss	(806,921)	(271,180)

A. GUARANTEES ENTERED INTO BY THE PARENT ENTITY

The parent entity has not entered into any guarantees.

2021 ANNUAL REPORT

WHITEHAWK LIMITED

B. CONTINGENT ASSETS OR LIABILITIES

The parent entity does not have any contingent assets or liabilities.

C. COMMITMENTS

The parent entity does not have any commitments.

D. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in Note 1, except for the following:

Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an indicator of an impairment of the investment.

2021 ANNUAL REPORT

WHITEHAWK LIMITED

DECLARATION BY DIRECTORS

The directors of the Company declare that, in the opinion of the directors:

(a) the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including
(i) giving a true and fair view of the financial position and performance of the Company and the Group; and
(ii) complying with Australian Accounting Standards, including the Interpretations, and the Corporations Regulations 2001;
(b) the financial statements and notes thereto also comply with International Financial Reporting Standards, as disclosed in Note 1; and
(c) the directors have been given the declarations required by s.295A of the Corporations Act 2001
(d) there are reasonable grounds to believe that the Company and the Group will be able to pay its debts as and when they become due and payable;

Signed in accordance with a resolution of the directors made pursuant to s295(5) of the Corporations Act 2001.

On behalf of the Directors:

Terry Roberts Chief Executive Officer and Chair 28 March 2022

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RSM Australia Partners

INDEPENDENT AUDITOR’S REPORT To the Members of Whitehawk Limited

Level 13, 60 Castlereagh Street Sydney NSW 2000 GPO Box 5138 Sydney NSW 2001

T +61 (0) 2 8226 4500 F +61 (0) 2 8226 4501

www.rsm.com.au

Opinion

We have audited the financial report of Whitehawk Limited (the Company) and its subsidiary (the Group), which comprises the consolidated statement of financial position as at 31 December 2021, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors' declaration.

In our opinion the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:

(i) giving a true and fair view of the Group's financial position as at 31 December 2021 and of its financial performance for the year then ended; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.

Basis for Opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in our report.

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THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING

Liability limited by a scheme approved under Professional Standards Legislation

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Key Audit Matter	How our audit addressed this matter
*Recognition of revenue* Refer to Note 2 in the financial statements
As at 31 December 2021, the Company had recognised US$2,302,517 of revenue from the rendering of services and sale of goods. The revenue is considered to be a Key Audit Matter due to the judgement required in relation to determining the performance obligations and timing of their delivery to customers.	Our audit procedures in relation to the carrying value of internally developed intangible assets included:  Assessed the design and implementation and testing of the operating effectiveness of management’s key controls over all streams of revenue recognised in the financial statements.  Performed analytical procedures in relation to revenue recognised and the resulted contract liabilities.  Tested a sample of revenue to invoices and other supporting documentation.  Assessed the adequacy of revenue disclosures in light of the requirements of the Australia Accounting Standards.
*Share Based Payments* Refer to Note 12 in the financial statements
Share-based payments resulted in an expense of US$576,555 in the Consolidated Statement of Profit and Loss and Other Comprehensive Income for the year under review. Share-based payment transactions are non- routine and complex and the assumptions used in valuating these instruments is judgmental and includes an element of estimation uncertainty. Share based payments are therefore considered to be Key Audit Matter for the year under review.	Our audit procedures in relation to the share-based payments included the following:  Obtained the clients schedules and related valuation workings in relation to share-based payments.  Reperformed the valuations and tested the mathematical accuracy of the client’s workings in relation to share-based payments and determined the share-based payment expense and related reserves were not materially misstated_._  Reviewed the assumptions included in the valuation models.  Inspected supporting documentation in relation to the inputs used in valuing share-based payments.  Review the minutes and ASX announcements to determine the completeness of share-based payment transactions.  Evaluated the appropriateness of the related disclosures in respect of the share-based payments including the judgements and estimation uncertainty in relation thereto.

Other Information

The directors are responsible for the other information. The other information comprises the information included in the Group's annual report for the year ended 31 December 2021 but does not include the financial report and the auditor's report thereon.

Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.

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In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor's Responsibilities for the Audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar2.pdf. This description forms part of our auditor's report.

Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in the directors' report for the year ended 31 December 2021. In our opinion, the Remuneration Report of Whitehawk Limited, for the year ended 31 December 2021, complies with section 300A of the Corporations Act 2001.

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

RSM Australia Partners

C J Hume

Partner

Sydney, NSW dated 28 March 2022

2021 ANNUAL REPORT

WHITEHAWK LIMITED

SHAREHOLDER INFORMATION SPREAD OF SHAREHOLDERS

As of 15 March 2022, there were 5,029 holders of Shares. The shareholders were entitled to one vote for each Share held.

Spread of Holdings	No of Holders	No of Units	% of Total Issued Capital
1 – 1,000	90	18,667	0.01%
1,001 – 5,000	1,498	4,780,868	2.10%
5,001 – 10,000	1,077	8,529,162	3.75%
10,001 – 100,000	2,078	70,916,026	31.14%
100,001 and over	286	143,480,026	63.01%
Total	5,029	227,724,749	100%

Based on the price per security of 12.2 cents, number of holders with an unmarketable holding as of 15 March 2022: 1,251, with a total 3,174,397, amounting to 1.4% of Issued Capital.

SUBSTANTIAL SHAREHOLDERS

The Company’s register of substantial shareholders recorded the information as of 15 March 2022.

Top 20 Holdings as of 15 March 2022
Holder Name	Balance	%
TERESA WILLIAMS ROBERTS	22,287,162	9.79%
BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM	14,853,585	6.52%
BNP PARIBAS NOMINEES PTY LTD	6,534,569	2.87%
MR AMILCAR ALBINO MORENO	6,500,000	2.85%
AYMON PACIFIC PTY LTD	6,275,000	2.76%
S3 CONSORTIUM HOLDINGS PTY LTD	4,152,735	1.82%
CITICORP NOMINEES PTY LIMITED	2,613,725	1.15%
FLOREANT AMBO PTY LTD	2,375,000	1.04%
MR DAVID MURRAY GUILLE	2,255,416	0.99%
KEVIN ROBIN GOODALE	2,003,993	0.88%
MR JEREMIAH SEYRAK	1,794,000	0.79%
ANA ROBERTS SMYTHE	1,689,993	0.74%
PULA HOLDINGS PTY LTD	1,650,888	0.72%
MR FELIX OZIE NOEL CORREA & MRS CHERYL BERTHA CORREA FUND A/C>	1,610,036	0.71%
MR ANDREW SWIFT	1,500,000	0.66%
MR RICHARD WOODMAN	1,500,000	0.66%
LE SALA PTY LTD	1,300,000	0.57%
MR DAVID MURRAY GUILLE & MR MARCUS PARASCO KOTSOGLO PARTNERS A/C>	1,252,500	0.55%
CS FOURTH NOMINEES PTY LIMITED	1,248,628	0.55%
MR CRAIG MARTIN ROGERS	1,200,000	0.53%
MR HAN SONG	965,155	0.42%
TOTAL TOP 20	85,562,385	37.57 %

AI assistant

WHITEHAWK LIMITED — Annual Report 2021

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