WHITEHAWK LIMITED — Annual Report 2021

Feb 24, 2022

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Appendix 4E Cover Letter WHITEHAWK LIMITED

Appendix 4E Preliminary Final Report for the Period Ended: December 31, 2021

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HIGHLIGHTS

WHITEHAWK LIMITED (ASX: WHK OR “THE COMPANY”), THE FIRST GLOBAL ONLINE CYBER SECURITY EXCHANGE ENABLING BUSINESSES OF ALL SIZES TO TAKE SMART ACTION AGAINST CYBERCRIME, IS PLEASED TO PROVIDE A PRELIMINARY REPORT FOR THE PERIOD ENDED 31 DECEMBER 2021.

• 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 inhouse 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

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WHITEHAWK APPENDIX 4E COVER LETTER

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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.

• 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 ondemand cloud computing platforms globally.

OUTLOOK

GROWTH OF PRODUCT LINE FEATURES AND STRATEGIC SALES CHANNELS IN 2022.

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.

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WHITEHAWK APPENDIX 4E COVER LETTER

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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.

• 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-act-bidensigned/ 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.

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WHITEHAWK APPENDIX 4E COVER LETTER

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For more information, please visit www.whitehawk.com or please contact:

WhiteHawk media inquiries (USA) Sakeef Salman publicrelations@whitehawk.com

WhiteHawk investor inquiries (AUS) Kevin Kye investors@whitehawk.com

The Appendix 4E Preliminary Annual Report for the Period Ended December 31, 2021 follows.

Disclosure Statement

The Additional Information to Appendix 4E Preliminary Final Report ("the Additional Information") is given in summary form and does not purport to be complete. The Additional Information including financial information, should not be considered as a financial projection, advice or a recommendation to any particular or potential investors in relation to subscribing for securities in WhiteHawk. Before acting on any information readers should consider the appropriateness of the information having regard to these matters, any relevant offer document and in particular, readers should seek independent financial advice. All securities involve risks, which include (among others) the risk of adverse or unanticipated market, financial or political developments and, in international transactions, currency risk. The Additional Information may include statements regarding the Company's intent, belief or current expectations with respect to our businesses and operations, market conditions, revenues, market penetration, and results of operations. Readers are cautioned not to place undue reliance on these statements. WhiteHawk does not undertake any obligation to publicly release the result of any revisions to these statements to reflect events or circumstances after the date hereof to reflect the occurrence of unanticipated events. While due care has been used in the preparation of the Additional Information, actual results may vary in a materially positive or negative manner and are subject to uncertainty and contingencies outside WhiteHawk's control.

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WHITEHAWK APPENDIX 4E COVER LETTER

Appendix 4E Preliminary final report Year ended 31 December 2021

Rule 4.3A

Appendix 4E

Preliminary final report

Name of entity: WhiteHawk Limited

ABN or equivalent company reference:

97 620 459 823

1. Reporting period

Reporting period: Previous corresponding period: Year ended 31 December 2021 Year ended 31 December 2020

2. Results for announcement to the market

. Results for announcement to the market	Current Period 2021 US$	Current Period 2021 US$
2.1 Revenue from ordinary activities 2.2 Loss from ordinary activities for the period after tax attributable to members 2.3 Net loss for the period attributable to members	Up 21.9% to 2,302,517 Up 36.3% to 2,465,754 Up 36.3% to 2,465,754
2.4 Dividends	Amount per security	Franked amount per security
Final dividend Interim dividend	Nil Nil	Nil Nil
2.5 Record date for determining entitlements to the dividends	N/A

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Appendix 4E Preliminary final report Year ended 31 December 2021

• 2.6 Brief explanation of any of the figures reported above to enable the figures to be understood:

• Invoiced in 2021 $3.4M over $1.9M revenue recognized in 2020 being a 180% increase year on year.

• Revenue reported does not include US$1M unearned revenue already invoiced in 2021.

• $2.5M loss after income tax includes non-cash expenditures relating to loss on the SWAP agreement of $207K, depreciation and amortization expense of $240K, share based payment expenditure of $577K

Refer to cover letter to Appendix 4E Preliminary Final Report, for other comments.

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Appendix 4E Preliminary final report Year ended 31 December 2021

3. Consolidated Statement of Comprehensive Income

	Current Period 31 Dec 2021 US$	Previous Period 31 Dec 2020 US$
Revenues from continuing operations Cost ofgoods sold	2,302,517 (1,348,448)	1,888,087 (956,479)
Gross profit Other income Professional expenses Research and development expense Employee benefits expense Share based payments expense IT expenditure Conference and travel expenditure Marketing expenditure Office and occupancy expenses Depreciation and amortisation Finance costs Loss on equity swap agreement General and administration expenses	954,069 344 (335,339) (452,153) (1,279,012) (576,555) (23,533) (13,435) (37,194) (21,389) (240,262) (13,303) (207,135) (220,857)	931,608 763,949 (305,230) (598,441) (972,149) (427,643) (26,113) (18,210) (210,322) (19,936) (659,879) (19,510) - (247,756)
Loss before income tax Income tax(expense) /benefit	(2,465,754) -	(1,809,633) -
Loss after income tax expense from continuing operations	(2,465,754)	(1,809,633)
Items that may be reclassified to profit or loss Exchange differences on translating foreign operations, net of tax	(50,941)	81,138
Total other comprehensive income	(50,941)	81,138
Total comprehensive loss for theyear	(2,516,695)	(1,728,495)
Attributable to: Members of the Parent Company	(2,516,695)	(1,728,495)
Basic loss per share Diluted lossper share	(US$0.01) (US$0.01)	(US$0.01) (US$0.01)

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Appendix 4E Preliminary final report Year ended 31 December 2021

4. Consolidated Statement of Financial Position

	Current Period 31 Dec 2021 US$	Previous Period 31 Dec 2020 US$
Current Assets Cash and cash equivalents Trade and other receivables Other current assets Financial assets	1,350,130 1,049,465 501,314 -	2,368,486 268,544 224,615 1,095,344
TotalCurrent Assets	2,900,909	3,956,989
Non-Current Assets Property, plant and equipment Intangible assets	77,730 -	145,303 172,689
Total Non-Current Assets	77,730	317,992
Total Assets	2,978,639	4,274,981
Current Liabilities Trade and other payables Contract liabilities Lease liabilities	448,292 1,070,825 87,129	454,303 350,607 76,744
Total Current Liabilities	1,606,246	881,654
Non-Current Liabilities Lease liabilities	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 Issued capital Reserves Accumulated losses	13,475,921 1,468,389 (13,579,213)	13,475,921 942,775 (11,113,459)
Total Equity	1,365,097	3,305,237

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Appendix 4E Preliminary final report Year ended 31 December 2021

5. Consolidated Statement of Cash Flows

	Current Period 31 December 2021 US$	Previous Period 31 December 2020 US$
Cash flows from operating activities Receipts from customers Payments to suppliers and employees Interest received Grants received	2,276,718 (4,128,137) 306 -	2,147,854 (3,275,366) 1,635 13,999
Net cash used in operating activities	(1,851,113)	(1,111,878)
Cash flows from investing activities
Net cash used in investing activities	-	-
Cash flows from financing activities Proceeds for exercise of options Proceeds from equity swap Proceeds from borrowings Repayment of borrowings Proceeds from loans to other entities Transaction costs related to loans and borrowings	- 466,344 445,017 - (22,251)	1,298,268 119,459 488,960 (289,000) 365,254 (22,720)
Net cash provided by financing activities	889,110	1,960,221
Net increase in cash held Cash and cash equivalents at the beginning of the year Effects of exchange rate changes on cash	(962,003) 2,368,486 (56,353)	848,343 1,526,785 (6,642)
Cash and cash equivalents at the end of theyear	1,350,130	2,368,486

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Appendix 4E Preliminary final report Year ended 31 December 2021

6. Consolidated Statement of Changes in Equity

Balance at 1 January 2021 Loss for the year Other comprehensive income Total comprehensive loss for the year Transactions with owners in their capacity as owners: Issued capital net of issued costs Performance rights expense Balance at 31 December 2021 Balance at 1 January 2020 Loss for the year Other comprehensive income Total comprehensive loss for the year Transactions with owners in their capacity as owners: Issued capital net of issued costs Performance rights expense Balance at 31 December 2020	Issued capital Reserves Accumulated losses Total US$ US$ US$ US$ 13,475,921 942,775 (11,113,459) 3,305,237
	- - (2,465,754) (2,465,754) - (50,941) - (50,941)
	- (50,941) (2,465,754) (2,516,695)
	- - - - - 576,555 - 576,555
	13,475,921 1,468,389 (13,579,213) **1,365,097 **
	11,175,429 433,994 (9,303,826) 2,305,597
	- - (1,809,633) (1,809,633) - 81,138 - 81,138
	- 81,138 (1,809,633) (1,728,495)
	2,300,492 - - 2,300,492 - 427,643 - 427,643
	13,475,921 942,775 (11,113,459) 3,305,237

7. Dividends (in the case of a trust, distributions)

Date dividend is payable +Record date to determine entitlements to the dividend If it is a final dividend, has it been declared?	N/A
	N/A
	N/A

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Appendix 4E Preliminary final report Year ended 31 December 2021

Amount per security

	Amount per security	Franked amount per security at 30% tax (see note 4)	Amount per security of foreign source dividend
Final dividend: Current year	NIL	N/A	N/A
Interim dividend:Currentyear	NIL	N/A	N/A

Total dividend (distribution) per security (interim plus final)

Ordinary securities Preference securities	Current period	PreviousPeriod
	N/A **N/A **	N/A N/A

8. Dividend or distribution plans in operation

N/A

The last date(s) for receipt of election notices for the[+] dividend or distribution plans N/A

9. Consolidated accumulated losses

	Current Period 2021 US$	Previous Period 2020 US$
Accumulated losses at the beginning of the financial period Netloss attributable tomembers	(11,113,459) (2,465,754)	(9,303,826) (1,809,633)
Accumulated losses at end of financial period	(13,579,213)	(11,113,459)

10. NTA backing

	Current Period 2021 US$	Previous Period 2020 U$
Net tangible asset backing (deficiency) per ordinary share	0.006	0.017

11. Significant information

Any other significant information needed by an investor to make an informed assessment of the entity’s financial performance and financial position:

Refer to cover letter to Appendix 4E Preliminary Final Report and Section 13.3 to 13.6 of this document.

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Appendix 4E Preliminary final report Year ended 31 December 2021

12. Foreign entities set of accounting standards used in compiling the report (IAS)

The Company is not a foreign entity. Australian Accounting Standards have been applied consistently across all entities in the Group.

13. Commentary on the results for the period

13.1 Earnings per security (EPS)

	Current Period 2021	Current Period 2020
BasicLoss pershare	(US$0.01)	(US$0.01)

13.2 Returns to shareholders (Including distributions and buy backs)

	Ordinary securities Preference securities Other equity instruments Total	Current Period 2021 US$	Previous Period 2020 US$
		- - -	- - -
		-	-

The dividend or distribution plans shown below are in operation.

N/A

The last date(s) for receipt of election notices for the dividend or distribution plans

N/A

Any other disclosures in relation to dividends (distributions).

N/A

13.3 Significant features of operating performance

Refer to cover letter to Appendix 4E Preliminary Final Report and Section 2.6 for commentary on significant features of operating performance.

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Appendix 4E Preliminary final report Year ended 31 December 2021

13.4 Segment Information

Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation of resources to operating segments and assessing their performance.

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 period ended 31 December 2021 and 31 December 2020 and this is the format of the information provided to the chief operating decision maker

External sales Total segment revenue Segment operating result EBITDA Depreciation and amortisation Finance costs Loss before income tax Income tax expense	Australia Dec Dec 2021 2020 US$ US$	Australia Dec Dec 2021 2020 US$ US$	USA Dec Dec 2021 2020 US$ US$	USA Dec Dec 2021 2020 US$ US$	Total Dec Dec 2021 2020 US$ US$	Total Dec Dec 2021 2020 US$ US$
	-	-	2,302,517	1,888,087	2,302,517	1,888,087
	-	-	2,302,517	1,888,087	2,302,517	1,888,087
	(1,312,009)	(352,318)	(900,180)	(777,926)	(2,212,189)	(1,130,244)
	(1,312,009)	(352,318)	(900,180)	(777,926)	(2,212,189)	(1,130,244)
	- -	- -	(240,262) (13,303)	(659,879) (19,510)	(240,262) (13,303)	(659,879) (19,510)
	(1,312,009) -	(352,318) -	(1,153,745) -	(1,457,315) -	(2,465,754) -	(1,809,633) -
Loss after income tax expense	(1,312,009)	(352,318)	(1,153,745)	(1,457,315)	(2,465,754)	(1,809,633)
Segment assets	837,248	2,029,186	2,141,931	2,245,795	2,978,639	4,274,981 969,744
Segment liabilities	119,568	43,916	1,493,974	925,828	1,613,542

13.5 Report on trends in performance

Cashflows

• WhiteHawk ends 2021 with a cash balance of $1,350,130 and no debt and the balance does not include $928K in trade receivables as of 31 December 2021.

• Revenue

• Invoiced in 2021 $3.4M over $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

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Appendix 4E Preliminary final report Year ended 31 December 2021

Expenses

• Marketing expenditures were significantly decreased by using in-house personnel to manage social media campaigns and lower cost communications partners

• • Employee benefits increased as a result of increased activity/revenue

• WhiteHawk was able to maintain and or reduce expenses for most P&L items other than Employee benefits expense, cited above.

WhiteHawk expenses include a considerable value of non-cash items, including:

• US$240K which relates to the amortization of Website Development Costs and capital equipment.

• US$207K loss on SWAP agreement

• US$577K vesting expense on non-cash share-based payments.

Balance Sheet

As at 31 December 2021, WhiteHawk has a significant cash position with US$1.35M and no debt; WhiteHawk is in a favourable position to follow through on its plan to continue to engage and expand on 2 Cyber Risk Radars, continue to experience contract scoping completion delays of 60 to 90 days and grow sales across US Federal Government, Defence Industrial Base and Industry markets.

13.6 Report any factors which have affected the results during the reporting period or which are likely to affect results in the future, including those where the effect could not be quantified.

Refer to to cover letter to Appendix 4E Preliminary Final Report and Section 2.6 for any factors which have affected the results during the reporting period and/or which are likely to affect in the future.

Any other information required to be disclosed to enable the reader to compare the information presented with equivalent information for previous periods. This must include information needed by an investor to make an informed assessment of the entity’s activities and results.

N/A

14. Compliance statement

This report is based on accounts to which one of the following applies. (Tick one)

The accounts have been audited.

The accounts have been subject to review.

ü The accounts are in the process of being audited or subject to review.

The accounts have not yet been audited or reviewed.

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Appendix 4E Preliminary final report Year ended 31 December 2021

15. If the accounts have not yet been audited or subject to audit review and are likely to be subject to dispute or qualification, a description of the likely dispute or qualification:

The report is based upon the accounts which are in the process of being audited, but the company does not anticipate any dispute or qualification.

16. If the accounts have been audited or subject to review and are subject to dispute or qualification, a description of the dispute or qualification:

The report is based upon the accounts which are in the process of being audited, but the company does not anticipate any dispute or qualification.

Sign here: ............................................................ Date: 25 February 2022

Print name: Terry Roberts Chief Executive Officer and Executive Chair

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