WHITEHAWK LIMITED - Capital/Financing Update 2018

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WHITEHAWK LIMITED ACN 620 459 823

REPLACEMENT PROSPECTUS

For an offer of 20,000,000 Shares at an issue price of $0.20 per Share together with one (1) free attaching Option for every four (4) Shares subscribed for (being 5,000,000 free attaching Options) exercisable at $0.25 per Share to raise a minimum of $4,000,000, with the right to accept oversubscriptions of up to a further 2,500,000 Shares at an issue price of $0.20 per Share, together with a further 625,000 free attaching Options, to raise up to a further $500,000 ( Offer ).

LEAD MANAGER: Australian Financial Services Licence: 239052

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. The Securities offered by this Prospectus should be considered highly speculative.

This is a replacement prospectus dated 21 November 2017. This replacement prospectus replaces the original prospectus dated 7 November 2017.

1.	CORPORATE DIRECTORY .............................................................................................. 1
2.	IMPORTANT NOTICE ..................................................................................................... 2
3.	CHAIRMAN’S LETTER ..................................................................................................... 5
4.	INDICATIVE TIMETABLE ................................................................................................. 6
5.	INVESTMENT OVERVIEW ............................................................................................... 7
6.	DETAILS OF THE OFFER ................................................................................................ 15
7.	COMPANY AND BUSINESS OVERVIEW ...................................................................... 21
8.	RISK FACTORS ............................................................................................................ 38
9.	PATENT REPORT ........................................................................................................... 47
10.	FINANCIAL INFORMATION......................................................................................... 56
11.	INVESTIGATING ACCOUNTANT’S REPORT ................................................................. 78
12.	CORPORATE GOVERNANCE ...................................................................................... 85
13.	MATERIAL CONTRACTS .............................................................................................. 89
14.	ADDITIONAL INFORMATION ...................................................................................... 93
15.	DIRECTORS’ AUTHORISATION .................................................................................. 108
16.	GLOSSARY ................................................................................................................ 109

1. CORPORATE DIRECTORY

Existing Directors

Lead Manager

Kevin Kye Director

Toby Hicks Director

Patersons Securities Limited Level 23, Exchange Plaza 2 The Esplanade Perth WA 6000

Registered Office

Phil George Director

Proposed Directors

Terry Roberts CEO and Executive Chairman

Tiffany O. Jones Proposed Non-Executive Director

Level 28 140 St Georges Terrace Perth WA 6000 Telephone: +61 8 6311 4636 Facsimile: +61 8 6311 4661

Email: [email protected] Website: www.whitehawk.com

US Patent Attorney

Louise McElvogue Proposed Non-Executive Director

Company Secretary

Osha Liang LLP 1765 Duke Street Alexandria, VA 22314

Kevin Kye

Investigating Accountant

Proposed ASX Code

WHK

Share Registry*

RSM Corporate Australia Pty Ltd Level 13 60 Castlereagh Street Sydney, NSW 2000

Auditor

Automic Registry Services Level 2, 267 St Georges Terrace Perth WA 6000

Solicitors in Australia

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

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

Corporate Advisor

Viaticus Capital LLC 110 New York Avenue Suite 710W Washington DC, USA 20005

This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus.

2. IMPORTANT NOTICE

This replacement prospectus is dated 21 November 2017 and was lodged with the ASIC on that date. This replacement prospectus replaces the original prospectus dated 7 November 2017. For the purposes of this document, this replacement prospectus will be referred to as the “Prospectus”. The ASIC, the ASX and their respective officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Shares may be issued on the basis of the original prospectus later than 13 months after the date of this Prospectus.

No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Securities the subject of this Prospectus should be considered highly speculative.

Replacement Prospectus

The difference between this Replacement Prospectus and the Original Prospectus are as follows:

(a) include additional disclosure in relation to WhiteHawk US’s offline consultancy services that it has historically provided as a means of supplementing the costs of building its online WhiteHawk Exchange;
(b) provided source information in relation to statements made in the industry overview;
(c) clarified summaries of material contracts; and
(d) other immaterial edits to risk factors and costs of the Offer.

Applicants outside Australia

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. It is important that investors read this Prospectus in its entirety and seek professional advice where necessary.

No action has been taken to register or qualify the Shares or the Offer, or to otherwise permit a public offering of the Shares in any jurisdiction outside Australia. This Prospectus has been prepared for publication in Australia and may not be released or distributed in the United States of America.

Web Site – Electronic Prospectus

A copy of this Prospectus can be downloaded from the website of the Company at www.whitehawk.com. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company by phone on +61 8 6311 4636 during office hours or by emailing the Company Secretary at [email protected].

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

Investment Advice

This Prospectus does not provide investment advice and has been prepared without taking account of your financial objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional investment advice before subscribing for Shares under this Prospectus.

Risks

You should read this document in its entirety and, if in any doubt, consult your professional advisers before deciding whether to apply for Shares. There are risks associated with an investment in the Company. The Shares offered under this Prospectus carry no guarantee with respect to return on capital investment, payment of dividends or the future value of the Shares. Refer to Section C of Section 5 as well as Section 8 for details relating to some of the key risk factors that should be considered by prospective investors. There may be risk factors in addition to these that should be considered in light of your personal circumstances.

Website

No document or information included on the Company’s website is incorporated by reference into this Prospectus.

Forward-looking statements

This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and our management.

We cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

We have no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.

These forward-looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 8.

Photographs and Diagrams

Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person shown endorses the Prospectus or its contents or that the assets shown in them are owned by the Company. Diagrams used in this prospectus are illustrative only and may not be drawn to scale.

Enquiries

If you are in any doubt as to how to deal with any of the matters raised in this Prospectus, you should consult with your broker or legal, financial or other professional adviser without delay. Should you have any questions about the Offer or how to accept the Offer please call the Company Secretary by phone on +61 8 6311 4636 during office hours or by emailing the Company at [email protected].

Definitions

Terms used in this Prospectus are defined in the Glossary in Section 16.

3. CHAIRMAN’S LETTER

Dear Investor

I am honoured to present this Prospectus to you and offer you the opportunity to become a shareholder in WhiteHawk Limited ( WhiteHawk or the Company ), the first ever Cybersecurity Exchange.

WhiteHawk Limited will acquire 100% of WhiteHawk CEC Inc., ( WhiteHawk US ), a US based company founded in May of 2014 by proposed Executive Director Terry Robert and Mr Luis J Cruz-Rivera and Mr Kevin R Goodale, who will both be senior managers within the business following the Acquisition. After having spent over 35 years in the national security and Cyber Intelligence Community, including as a former Deputy Director US Naval Intelligence, a Department of Defence Senior Executive and as an Executive in the commercial sector, Ms Roberts has recognised a market opportunity for businesses of all sizes to easily access and leverage cutting edge technology and online services to prevent cybercrime and fraud.

The ‘WhiteHawk Cybersecurity Exchange’ owned by WhiteHawk US was created with the vision of enabling a “fearless internet” globally. Based on Ms Robert’s significant work on cyber risk while at Carnegie Mellon University, and through WhiteHawk US’s collaboration with Mr Cruz-Rivera, WhiteHawk US has developed the patent pending ‘CyberPath Solution Engine’, which creates a cyber risk profile that matches companies to best practices and advanced solutions that address their top cyber based business risks based on responses to a questionnaire and identification of ‘at risk’ assets for individual business users.

WhiteHawk US, based in Alexandria, Virginia, adjacent to Washington DC and within the Dulles Tech Corridor, is now a growing company with the public launch of our 1.0 website and CyberPath Solution Engine, providing real time solutions for customers, through direct product and service sales, advisory service subscriptions, online reporting on industry trends regarding current cybercrime and fraud threats and methods, and advice on how best to prevent or mitigate those threats. WhiteHawk US has to date supplemented the development of the WhiteHawk Exchange with offline advisory services, providing advice to large Fortune 1000 companies that contract with US Government agencies to provide advice on strategic cybersecurity issues and introducing them to vendors suitable for their cybersecurity needs and those of their clients, for which WhiteHawk US has received commissions or fees. This has enabled WhiteHawk US to gain valuable insights that assist in the development and advancement of its online WhiteHawk Exchange.

On behalf of the existing and Proposed Directors, I invite you to consider an investment in the Company and the ongoing development of the WhiteHawk Exchange being acquired through the acquisition of WhiteHawk US. Please ensure you read this Prospectus in full prior to making any investment, and if you have any questions in relation to the Offer speak to your nominated professional adviser.

Sincerely,

Philip George Director

4. INDICATIVE TIMETABLE

Lodgement of Prospectus with the ASIC	7 November 2017
Exposure Period begins	7 November 2017
Lodgement of Replacement Prospectus	21 November 2017
with the ASIC
Opening Date of Offer and Cleansing Offer	22 November 2017
Closing Date of Offer	5 December 2017
Completion of Acquisition	11 December 2017
Issue of Securities under the Offer	11 December 2017
Despatch of holding statements	11 December 2017
Close of Cleansing Offer	12 December 2017
Expected date for quotation on ASX	15 December 2017

1. The above dates are indicative only and may change without notice. The Exposure Period may be extended by the ASIC by not more than 7 days pursuant to Section 727(3) of the Corporations Act. The Company reserves the right to extend the Closing Date or close the Offer or Cleansing Offer early without prior notice. The Company also reserves the right not to proceed with the Offer at any time before the issue of Shares to Applicants.

2. The above stated date for settlement of the Acquisition is only a good faith estimate by the Directors and may be extended.

5. INVESTMENT OVERVIEW

Item	Summary	Further information
A. Company
Who is the issuer of this Prospectus?	WhiteHawk Limited (ACN 620 459 823) (Company).
Who is the Company?	WhiteHawk Limited was incorporated 14 July 2017 in Western Australia for the purpose of acquiring WhiteHawk CEC Inc., a company incorporated in Delaware USA (WhiteHawk US) (Acquisition). WhiteHawk US operates an internet based cybersecurity marketplace where purchasers can take advice on their cybersecurity needs and be matched to vendor products matching their identified needs (WhiteHawk Exchange). WhiteHawk US has developed a machine learning algorithm and artificial intelligence platform under provisional patent application known as the ‘CyberPath Solution Engine’for the WhiteHawk Exchange that enables buyers to understand which of the myriad vendor products suit their business, sector, budget and security/insurance requirements. The WhiteHawk Exchange consists of four interconnected services: • CyberPath Solution Engine: a free to access customer tailored cyber risk profile that identifies existing cybersecurity gaps and matches the customer to product and solution sets of options (basic, balanced and advanced); • Vendor Exchange: a living vendor online e-commerce marketplace of products and services arranged in a non- technical and clearly understandable framework that allows small and midsize businesses to assess, shop and buy cyber solutions online; • WhiteHawk Advisory: a cyber smart online analyst who can assist all customers (on the phone) with completing the CyberPath Solution Engine questionnaire, fully leveraging the results to make smart buying decisions, thereby taking constructive action against cybercrime and fraud that is impacting their business sector; and	Section 7.1

Item	Summary	Further information
	• WhiteHawk Insights: keeping businesses in the know of what cyber trends are directly impacting their business sector and how to protect themselves from monetary and proprietary data loss and disruption. WhiteHawk US regularly communicates with an informal network of over 3,000 midsize company executives and mid-level managers through this portal, which it considers to be potential clients if not already existing clients.
B. Business Model
How will the Company generate income?	Following completion of the Offer and the Acquisition, the Company plans to generate revenue utilising the WhiteHawk Exchange via the following core streams: • a percentage of all online and advisory service sales of vendor products and services in the WhiteHawk Exchange; • advisory service subscription bundles; • sales of cybersecurity business intelligence data sets and reporting; • premium service fees and royalties from out licensing the CyberPath Solution Engine for use in other industries such as healthcare, drug pairing and treatment alternatives and supply chain management; and • offline cyber risk and innovation consulting services.	Section 7.4
What are the key business strategies of the Company?	The Company’s key business strategies are to: • continue the commercialisation of the WhiteHawk Exchange; • undertake further research and development and refinement on decision engine analytics, artificial intelligence and machine learning algorithms to expand the scope, effectiveness and usability of the WhiteHawk Exchange; • develop revenue streams by expanding sales and marketing resources and building channel partnerships with new and innovative vendors’ products and services; and • implement a growth strategy to seek out optimal markets around the world.	Section 7.8

Item	Summary	Further information
What are the key dependencies of the Company’s business model?	Key dependencies of the Company’s business model: • maintain and continuously expand vendor partnerships to sell hundreds of affordable products and solutions both directly online or with assistance from the Company’s advisors; • deliver a continuously improving, cutting edge, online B2B e-commerce cloud based platform based upon ‘Drupal’ for content management, ‘Stripe for Sales’ and ‘Salesforce’ for customer relationship management (CRM); • ensure the further refinement, maturation, scaling and advancement of the CyberPath Solution Engine, to continuously improve its data analytics capabilities to generate saleable data sets for additional revenue streams; • maintain the ability to attract and retain top and affordable architecture, product development, data science, search engine optimisation (SEO), user interface (UI) and user experience (UX) talent or contracted services; and • through effective online marketing, thought leadership, content, partnerships, SEO, site strategy - drive site visits and buying conversion rates of 2- 5% from small and medium sized businesses, thereby establishing new cybersecurity buying behaviours of both advisory service bundles/subscriptions and products/solutions.	Section 7.5
C. Key Advantages and Key Risks
What are the key advantages of an investment in the Company?	The Directors are of the view that an investment in the Company provides the following non-exhaustive list of advantages: (a) establishment of the first cybersecurity B2B e-commerce platform and globally accessible portfolio of integrated offerings; (b) patent pending decision support system based on artificial intelligence and machine learning analytics and adaptive reasoning; (c) global marketing strategy to effectively target SMB’s and provide online access to effective cybersecurity risk profiles, advisory services, non-technical business

Item	Summary	Further information
	content all via its online WhiteHawk Exchange; (d) consideration to be paid by the Company for WhiteHawk US is primarily performance based aligning the interests of the Vendors with Shareholders; and (e) highly credible and experienced management team to progress commercialisation of the WhiteHawk Exchange.
What are the key risks of an investment in the Company?	Risks associated with an investment in the Company under this Prospectus are detailed in Section 8. In addition to the risks detailed in Section 8, key risk factors include: (a) the Company was only recently incorporated and has limited operating history and limited historical financial performance; (b) a substantial part of the Company's commercial success will depend on its ability to establish and protect WhiteHawk US’s intellectual property, including via the maintenance of trade secrets, where applicable, and obtaining registration for its patent pending technology for its CyberPath Solution Engine, and operate without infringing the proprietary rights of third parties whether in the US or outside the US; (c) the Company depends on the expertise, experience and efforts of its executive officers and other key employees; (d) WhiteHawk US’s products and services are the subject of continuous research and development and necessarily need to be substantially matured and continuously improved upon, in order to gain and maintain a competitive and technological advantage, and in order to meaningfully improve the products’ and services’ usability, scalability and accuracy; and (e) the Company will be seeking to expand its market for the WhiteHawk Exchange outside the US which brings with it risks relating to adoption by other markets as well as the ongoing	Section 8

Item	Summary	Further information
	growth in the US; and (f) As set out in the Patent Report in Section 9, WhiteHawk US will need to take actions to secure its intellectual property rights (including any granted patents) in any new markets outside the US, whilst ensuring that it does not infringe other registered intellectual property in those markets.
D. Directors and Key Management Personnel
Who are the Directors?	Prior to listing on the ASX, two of the existing Directors (Toby Hicks and Kevin Kye) will resign and three Proposed Directors will be appointed, such that the Board of the Company on listing on ASX will be comprised of: (a) Terry Roberts –CEO and Executive Chair; (b) Tiffany Jones – Non-Executive Director; (c) Phil George –Non-Executive Director; and (d) Louise McElvogue –Non-Executive Director. The profiles of each of those Directors are set out in Section 7.9.	Section 7.9
Other Key Management Personnel	The key management personnel of the Company consist of: (a) Luis Cruz Rivera – Chief Technical Officer; (b) Kevin Goodale – Chief Financial Officer; and (c) Antonio Crespo – Director of Product Development and Services. The profiles of each of the key management personnel are set out in Section 7.9.	Section 7.9
What are the significant interests of Directors in the Company?	Each Director’s and Proposed Director’s interest in the Company is set out at Section 7.11.	Section 7.11
E. Financial Information
How has the Company been performing?	The audited historical financial information for the WhiteHawk US is set out in Section 10.	Section 10

Item	Summary	Further information
What is the financial outlook for the Company?	Although WhiteHawk US has recorded modest revenues already, given the current status of the Company and the speculative nature of its business being acquired, the Directors do not consider it appropriate to forecast future earnings. Any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection on a reasonable basis.	Section 10
F. Offer
What is being offered?	The Offer is an offer of 20,000,000 Shares at an issue price of $0.20 per Share together with one (1) free attaching Option for every four (4) Shares subscribed for (being 5,000,000 free attaching Options) exercisable at $0.25 to raise a minimum of $4,000,000. The Company also has the right to accept oversubscriptions of up to a further 2,500,000 Shares at an issue price of $0.20 per Share, together with a further 625,000 free attaching Options, to raise up to a further $500,000. The purpose of the Offer is to facilitate an application by the Company for admission of the Company to the Official List of the ASX and to position the Company to seek to achieve the objectives stated at Section B above. The Board believes that on completion of the Offer, the Company will have sufficient working capital to achieve its objectives.	Section 6
What is the Cleansing Offer?	The Cleansing Offer is intended to remain open following the closing of the Offer until all Shares under the Acquisition have been issued in order to ensure that all Shares issued under the Acquisition will be capable of being traded on ASX from the date of issue (subject to any escrow restrictions imposed on those Shares).
Who is the lead manager to the Offer?	The Company has appointed Patersons Securities Limited (Lead Manager) as lead manager to the Offer. The Lead Manager will receive those fees as set out in Section 13.2 of this Prospectus.	Sections 6.13 and 13.2

Item	Summary	Further information
What will the Company’s capital structure look like after completion of the Offer?	Refer to Section 7.14 for a pro forma capital structure following completion of the Offer.	Section 7.14
What are the terms of the Shares offered under the Offer?	A summary of the material rights and liabilities attaching to the Shares offered under the Offer is set out in Section 14.2.	Section 14.2
Will any securities be subject to escrow?	Subject to the Company complying with Chapters 1 and 2 of the ASX Listing Rules and completing the Offer, certain Securities on issue may be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date of Official Quotation. During the period in which these Securities are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner.	Section 7.14
Will the Shares and Options be quoted?	Application for quotation of all Shares to be issued under the Offer will be made to ASX no later than 7 days after the date of this Prospectus. The Options being offered will not be quoted on ASX.	Section 6.9
What are the key dates of the Offer?	The key dates of the Offer are set out in the indicative timetable in Section 4 of this Prospectus.	Section 4
What is the minimum investment size under the Offer?	Applications under the Offer must be for a minimum of $2,000 worth of Shares (10,000 Shares) and thereafter, in multiples of $500 worth of Shares (2,500 Shares).	Section 6.7
Are there any conditions to the Offer?	No, other than raising the Minimum Subscription and ASX approval for quotation of the Shares, the Offer is unconditional.	Section 6.3
G. Use of funds
How will the proceeds of the Offer be used?	The Offer proceeds and the Company’s existing cash reserves will be allocated and apportioned as set out in Section 6.6.	Section 6.6

Item	Summary	Further information
Will the Company be adequately funded after completion of the Offer?	The Directors are satisfied that on completion of the Offer, the Company will have sufficient working capital to carry out its objectives as stated in this Prospectus.	Section 6.6
H. Additional information
Is there any brokerage, commission or duty payable by applicants?	No brokerage, commission or duty is payable by Applicants on the acquisition of Shares under the Offer.
What are the tax implications of investing in securities?	Holders of Shares may be subject to Australian tax on dividends and possibly capital gains tax on a future disposal of Shares subscribed for under this Prospectus. The tax consequences of any investment in Shares will depend upon an investor’s particular circumstances. Applicants should obtain their own tax advice prior to deciding whether to subscribe for Shares offered under this Prospectus.
What are the corporate governance principles and policies of the Company?	To the extent applicable, in light of the Company’s size and nature, the Company has adopted_The Corporate Governance_ Principles and Recommendations (3rd Edition) as published by ASX Corporate Governance Council (Recommendations). The Company’s main corporate governance policies and practices and the Company’s compliance and departures from the Recommendations as at the date of this Prospectus are outlined in Section 12. The Company’s full Corporate Governance Plan is available from the Company’s website (www.whitehawk.com).
Where can I find more information?	(a) By speaking to your sharebroker, solicitor, accountant or other independent professional adviser; (b) By contacting the Company Secretary, by phone on +61 8 6311 4636 during office hours or by emailing the Company at [email protected].

This section is a summary only and not intended to provide full information for investors intending to apply for Shares offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety.

6. DETAILS OF THE OFFER

6.1 The Offers

Under the Offer, the Company invites applications for 20,000,000 Shares at an issue price of $0.20 per Share together with one (1) free Option for every four (4) Shares subscribed for to raise $4,000,000. The Shares offered under this Prospectus will rank equally with the existing Shares on issue.

Under the Cleansing Offer, the Company offers 1,000 Shares at an issue price of $0.20 per Share to raise $200.

The Cleansing Offer is included primarily for the purpose of section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of Shares issued by the Company where those issues occur after the Offer has closed. The Cleansing Offer will remain open after the close of the Offer.

6.2 Oversubscriptions

The Company also reserves the right to accept oversubscriptions under the Offer of up to a further 2,500,000 Shares at an issue price of $0.20 per Share together with one (1) free Option for every four (4) additional Shares subscribed for to raise up to a further $500,000. The maximum amount which may be raised under the Offer is accordingly $4,500,000 ( Maximum Subscription ).

6.3 Minimum subscription

The minimum amount which must be raised under this Prospectus is $4,000,000 ( Minimum Subscription ). If the Minimum Subscription has not been raised within 4 months after the date of the Original Prospectus, the Company will not issue any Securities and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

6.4 Not underwritten

The Offer is not underwritten.

6.5 Lead Manager

The Company has appointed Patersons Securities Limited ( Lead Manager ) as lead manager to the Offer. Details of the fees the Lead Manager will receive for its services and the use of those fees are set out in Section 13.2 of this Prospectus.

6.6 Use of Funds

The Company intends to apply funds raised from the Offer, together with existing cash reserves, over the next two years following admission of the Company to the Official List of ASX as follows:

	Minimum Subscription A($) ($4,000,000)	Percentage of Funds (%)	Maximum Subscription A($) ($4,500,000)	Percentage of Funds (%)
Existing cash reserves1	$651,804	14%	$651,804	13%
Funds raised from the Offer	$4,000,000	86%	$4,500,000	87%
TOTAL	$4,651,804	100%	$5,151,804	100%
Engineering & development3	1,846,000	39.7%	1,846,000	35.8%
Research & development4	695,000	14.9%	695,000	13.5%
Payment of outstanding loan5	334,277	7.2%	334,277	6.5%
Sales and marketing6	803,000	17.3%	803,000	15.6%
Working capital and others7	352,070	7.6%	816,520	15.8%
Costs of the Offer2	621,457	13.4%	657,007	12.8%
TOTAL	4,651,804	100.0%	5,151,804	100.0%

Notes:

Refer to the financial information set out in Section 10 for further details.
Refer to Section 14.11 of this Prospectus for further details.
These funds relate to the ongoing development and growth of the WhiteHawk Exchange and costs associated with resourcing and improvement of the WhiteHawk Exchange to continue growth development.
Towards continued Search Engine Optimization (SEO) efforts, product and services research, patent costs and development of data analytics to improve the performance of the CyberPath Solution Engine.
WhiteHawk US has an outstanding loan in the amount of US$250,000 owed to an existing shareholder of WhiteHawk US for which it has issued a promissory note. This outstanding loan will be repaid in full from funds raised under the Offer. Refer to Section 12.5 for further information on the promissory note.
Towards more sophisticated outreach programs, targeted marketing campaigns and other efforts to drive traffic to the WhiteHawk Exchange.
Working capital and other costs include general costs associated with the management and operation of the Company including administration expenses, directors’ fees, compliance costs and other associated costs.

In the event the Company accepts oversubscriptions and raises more than the Minimum Subscription of $4,000,000 but less than the Maximum Subscription of $4,500,000, the additional funds raised will firstly be applied to any additional expenses incurred in the Offer and then toward working capital as shown in the table above.

It should be noted that the Company’s budgets will be subject to modification on an ongoing basis depending on the results obtained from its ongoing business activities.

The above table is a statement of current intentions as of the date of this Prospectus. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

The Directors consider that following completion of the Offer, the Company will have sufficient working capital to carry out its stated objectives. It should however be noted that an investment in the Company is speculative and investors are encouraged to read the risk factors outlined in Section 8.

6.7 Applications

If you wish to apply for Shares under the Offer, you may:

(a) apply online using an online Application Form and pay the application monies electronically; or
(b) complete a paper-based application using the relevant Application Form attached to, or accompanying this Prospectus or a printed copy of the relevant Application Form attached to the electronic version of this Prospectus.

Applications for Shares under the Cleansing Offer should only be made if you are instructed to do so by the Company.

How to apply

Complete the hard copy of the Application Form accompanying the hard copy of this Prospectus and mail or hand deliver the completed Application Form with cheque or bank draft to the Share Registry at the relevant address shown on the Application Form so it is received before 5.00pm (WST) on the Closing Date.

A By Post To:	Delivered To:
p p l i c WhiteHawk Limited C/- Automic PO Box 2226 Strawberry Hills NSW 2012	WhiteHawk Limited C/- Automic Level 3, 50 Holt Street Surry Hills NSW 2010

~~a~~

nts in Australia may also apply for Shares by applying online at https://investor.automic.com.au/WhiteHawkLimited.html. An Applicant must comply with the instructions on the website. An Applicant paying the application monies by BPAY® must use the unique BPAY® Customer Reference Number provided.

BPAY[®] payments must be made from an Australian dollar account of an Australian financial institution. Using these BPAY[® ] details, you must:

(a) access your participating BPAY[®] financial institution either through telephone or internet banking;
(b) select to use BPAY[®] and follow the prompts;
(c) enter the supplied biller code and unique customer reference number;
(d) enter the total amount to be paid which corresponds to the value of Shares you wish to apply for under each Application;

(e) select which account you would like your payment to come from;
(f) schedule your payment to occur on the same day that you complete your online Application Form. Applications without payment will not be accepted; and
(g) record and retain the BPAY[®] receipt number and date paid.

You should be aware that your own financial institution may implement earlier cut-off times with regard to BPAY[®] or other electronic payments and you should therefore take this into consideration when making payment. It is your responsibility to ensure that funds submitted through BPAY[® ] or other electronic payments are received by 5.00pm (WST) on the Closing Date.

By completing an Application Form or online application, each Applicant under the Offer will be taken to have declared that all details and statements made by you are complete and accurate and that you have personally received the Application Form together with a complete and unaltered copy of the Prospectus.

Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 2,500 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share. Options will be issued to successful Applicants on the basis of one (1) Option for every four (4) Shares issued to that Applicant.

The Company reserves the right to close the Offers early.

If you require assistance in completing an Application Form, please contact the Share Registry.

6.8 Allocation Policy

The Company retains an absolute discretion to allocate Securities under the Offer and reserves the right, in its absolute discretion, to allot to an Applicant a lesser number of Securities than the number for which the Applicant applies or to reject an Application Form. If the number of Securities allotted is fewer than the number applied for, surplus application money will be refunded without interest as soon as practicable.

No Applicant under the Offer has any assurance of being allocated all or any Securities applied for. The allocation of Securities by Directors will be influenced by the following factors:

(a) the number of Securities applied for;
(b) the overall level of demand for the Offer;
(c) the desire for spread of investors, including institutional investors; and
(d) the desire for an informed and active market for trading Securities following completion of the Offer.

The Company will not be liable to any person not allocated Securities or not allocated the full amount applied for.

6.9 ASX listing

Application for Official Quotation by ASX of the Shares offered pursuant to the Prospectus will be made within 7 days after the date of the Original Prospectus. The application has now been lodged with ASX prior to the date of this Replacement Prospectus.

If the Shares are not admitted to Official Quotation by ASX before the expiration of 3 months after the date of issue of the Original Prospectus, or such period as varied by the ASIC, the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

The fact that ASX may grant Official Quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares now offered for subscription.

The Company will not apply for Official Quotation of the Options being offered under the Offer.

6.10 Issue

Subject to the Minimum Subscription to the Offer being reached and ASX granting conditional approval for the Company to be admitted to the Official List, issue of Securities offered by this Prospectus will take place as soon as practicable after the Closing Date.

Pending the issue of the Securities or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

6.11 Applicants outside Australia

This Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

No action has been taken to register or qualify the Shares or otherwise permit a public offering of the Shares the subject of this Prospectus in any jurisdiction outside Australia. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

If you are outside Australia it is your responsibility to obtain all necessary approvals for the issue of the Shares pursuant to this Prospectus. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by you that all relevant approvals have been obtained.

6.12 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

The Company will apply to participates in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company.

Electronic sub-registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with statements (similar to a bank account statement) that set out the number of Shares issued to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Electronic sub-registers also mean ownership of securities can be transferred without having to rely upon paper documentation. Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

6.13 Commissions payable

The Company reserves the right to pay a commission of up to 5% (exclusive of goods and services tax) of amounts subscribed through any licensed securities dealers or Australian financial services licensee in respect of any valid applications lodged and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian financial services licensee. Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian financial services licensee.

The Lead Manager will be responsible for paying all commissions that they and the Company agree with any other licensed securities dealers or Australian financial services licensees out of the fees paid by the Company to the Lead Manager under the Lead Manager Mandate.

6.14 Taxation

The acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual financial affairs of each investor.

It is not possible to provide a comprehensive summary of the possible taxation positions of all potential applicants. As such, all potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

No brokerage, commission or duty is payable by Applicants on the acquisition of Shares under the Offers.

6.15 Withdrawal of Offer

The Offer may be withdrawn at any time. In this event, the Company will return all application monies (without interest) in accordance with applicable laws.

7. COMPANY AND BUSINESS OVERVIEW

7.1 The Company and background

WhiteHawk Limited was incorporated 14 July 2017 in Western Australia for the purpose of acquiring WhiteHawk CEC Inc., a company incorporated in Delaware USA on 22 May 2014 ( WhiteHawk US ). The Company will now acquire 100% of the shares in WhiteHawk US and proceed to list on the ASX ( Acquisition ).

WhiteHawk US operates a business to business (B2B) e-commerce cybersecurity exchange where vendor cybersecurity products and services can be matched to purchaser’s needs ( WhiteHawk Exchange ) and bought online or via a WhiteHawk Cyber Advisor underpinning the WhiteHawk Exchange. WhiteHawk US has developed a machine learning algorithm and artificial intelligence platform under provisional patent application ( CyberPath Solution Engine ) for the WhiteHawk Exchange that enables buyers to determine and understand their top cyber business risks and which of the myriad vendor products suit their business, sector, budget and security/insurance requirements. The Company’s business model revolves around completing the Acquisition and progressing the commercialisation of the WhiteHawk Exchange. The terms of the Acquisition are summarised in Section 13.1 of this Prospectus.

WhiteHawk US has been operating its business since 2015. During the development of the WhiteHawk Exchange, WhiteHawk US has provided offline consulting services. These services have targeted medium and large sized business customers, domestic and multinational business customers (some of whom contract to various US Government agencies), where WhiteHawk US has advised on cybersecurity matters and introduced vendor product options to those businesses and agencies to resolve cybersecurity issues for them and their clients, and for which WhiteHawk US has been paid fees and generated revenues (refer to Section 7.4) ( Advisory Services ). In providing Advisory Services, WhiteHawk US does not act as the prime contractor to any business or government agency and does not sell products to any user as part of its business. The revenues generated from these Advisory Services are small and do not form part of the core business, being the online WhiteHawk Exchange, however they provide valuable insight and intelligence vital to the growth of the WhiteHawk Exchange as well as supplementing the costs associated with the development of that core business.

WhiteHawk US’ founder, Terry Roberts, has had a distinguished career in the US Government in cyber security and intelligence. A detailed profile of Ms Roberts is set out in Section 7.9.

7.2 Industry Overview

The Company is poised to take advantage of key global market trends across the B2B cybersecurity market, which has shown continued growth from a market of US$78 billion in 2015[1] , with a number of large corporations and the US Government announcing increased spending in this area in 2017 and beyond[2] . A 2016 PwC survey[3] shows that 78% of Australian corporate CEO’s rate cybersecurity as one of their top three risks. According to the Australian Securities

1 http://www.wired.co.uk/article/job-security-cybersecurity-alec-ross

2 https://cybersecurityventures.com/cybersecurity-market-report/

3 ‘Redefining Business Success in a Changing World – PwC’s 19th Annual Global CEO Survey Australian Report and Analysis’

and Investments Commission, the average cost of a cyber-crime attack in Australia is $5.6 million[4] and the potential is there for the breaches to destroy a company’s value overnight. In 2016, venture capitalist firms invested US$3.1 billion in a record 279 cybersecurity start-ups.

For these reasons, the Company considers there to be a significant market for the WhiteHawk US business.

According to a 2017 Cost of Cyber Crime Study conducted by Accenture[5] , the average annual cost of cybersecurity for mid-sized to large organizations is $11.7 million. The study also noted a 27.4% increase in the average number of security breaches annually.

The WhiteHawk Exchange has been specially developed to leverage a handful of key trends in the global cybersecurity marketplace, including:

an exponential growth in and daily impact of cyber theft, fraud and disruption to all business sectors;
the magnitude and complexity of existing cybersecurity vendor options;
speed, convenience, scalability and overall ease of customer access of well positioned B2B e-commerce business models;
a scarcity of cybersecurity expertise, talent, insight and ability to effectively detect, assess, respond and prevent daily online crime particularly for small to medium sized businesses where cost can be a factor; and
an existing gap in the cybersecurity market servicing the needs of small and midsize businesses (SMB’s) that want a clarity of insight and action to purchase and implement, easy and affordable cybersecurity products and services that effectively lower their business risks to their revenue and reputation.

7.3 Products and Services

The development of the WhiteHawk Exchange represents a disruptive innovation to the cybersecurity market. There is currently no online cybersecurity marketplace offering the myriad of vendors and potential customers or a machine learning, scalable online approach to matching customers to effective and affordable solutions.

The WhiteHawk Exchange provides small and midsize business customers an easily accessible online one stop shopping and learning environment, for complicated and complex B2B cyber technology sales.

When a business comes to the WhiteHawk Exchange they can immediately search and shop in the vendor exchange or complete a complimentary CyberPath Solution Engine questionnaire, in order to complete their Cyber Risk Profile, or they can simply visit WhiteHawk Insights and get regular, business focused articles on their business sector cybercrime and fraud trends and innovative or effective products, solutions and best practices.

4 http://asic.gov.au/regulatory-resources/markets/resources-on-markets/markets-articles-by-asic/asic-viewpoint-dont-leave-it-to-the-it-guy/

5 ‘2017 Cost of Cyber Crime Study – Insights on the security investments that make a difference’

The WhiteHawk Exchange is a fully automated, integrated and managed online suite of cybersecurity services tailored to businesses of all sizes and sectors. It currently has access to over 200 cybersecurity vendors and with over 500 approved products and services to offer to customers, and is comprised of the following interconnected services:

CyberPath Solution Engine : a free to access customer tailored Cyber Risk Profile that identifies existing cybersecurity gaps and matches customers to product and solution options for purchase;
Vendor Exchange ; a living vendor online exchange of products and services arranged in a non-technical and clearly understandable framework that allows small and midsize businesses to assess, shop and buy cyber solutions online;
WhiteHawk Advisory : cyber smart online analysts who can assist all customers (on the phone) with completing the CyberPath Solution Engine questionnaire, fully leveraging the results and taking constructive action against cybercrime and fraud that is impacting their business; and
WhiteHawk Insights : keeping businesses in the know of what cyber trends are directly impacting their business sector and how to protect themselves from monetary and proprietary data loss and disruption. WhiteHawk US regularly communicates with an informal network of over 3,000 small-to-medium business company executives via the Company’s website, email blasts and social media who receive WhiteHawk Insights, which Company considers to be potential customers if they are not customers already.

These services are intended to create a one-stop environment for users to learn about, acquire products, and monitor ongoing developments in their cybersecurity environment.

CyberPath Solution Engine

The CyberPath Solution Engine is the cornerstone tool that works with customers to define their specific security story and matches business priorities with the best-in-class solutions that customers can purchase on the WhiteHawk Exchange.

==> picture [374 x 266] intentionally omitted <==

Figure 2: Technical approach to the CyberPath Solution Engine

The CyberPath Solution Engine leverages machine learning and advanced patent-pending algorithms to build a customer tailored Cyber Risk Profile and:

matches cyber solutions to the customer’s specific needs;
compares the customer’s gaps, needs and priorities to industry standards, cyber threats and business objectives; and
leverages global data sources such as cyber intelligence, user groups, cyber news and threat feeds, partner and vendor research and content.

==> picture [350 x 255] intentionally omitted <==

Figure 3: CyberPath Solution Engine’s evolution through machine learning

SMB and Home Office CyberSecurity

WhiteHawk US is dedicated to addressing the cybersecurity needs of small and midsize businesses, to support and foster a global community of business risk and cybersecurity savvy internet users, especially including “the great unprotected IT frontier” of individual home office users (full or part time) and small companies that operate out of home offices or co-worker space. Using the processes from the CyberPath Solution Engine, WhiteHawk US has collected online information from across the web to provide a three-tiered solution for effectively securing a home office network:

Baseline Security (Basic);
Best Security Practice (Balanced); and
Advanced Security (High End).

==> picture [188 x 183] intentionally omitted <==

Figure 4: CyberPath Solution Engine results

Becoming Baseline Secure or achieving ‘The Basics’ in cybersecurity is about enabling everyday internet users to understand what is most important and to use foundational and proven security protections while interacting online, which immediately raises prevention and mitigation levels. Baseline solutions allow customers to ‘lock doors and windows’, making it just difficult enough for most run-of-the-mill cyber criminals to be deterred or prevented from accessing private data. Baseline security focus areas include:

determining what data needs to be manually backed up daily, weekly or monthly; and
ensuring software, network hardware and devices are protected and that effective access and authentication to systems and data are in place.

In addition to Baseline Security, Best Practice Security takes home office protection to the next level, using those solutions recommended and used by cybersecurity experts across the board. It is easy for a determined criminal to access private data through a public network, becoming Best Practice Secure is a solution offered for customers that travel for work or work remotely in public places connected to public networks. Best Practice Security focus areas include:

extra protection for online business communications and transactions via a Virtual Private Network (VPN); and

daily duplication of data via auto-backups to an assured cloud-based provider.’

Advanced Security builds on Baseline and Best Practice Security by providing protection from common cyber threats as well as advanced, targeted cyberattacks such as Advanced Persistent Threats (APTs). This is ideal for customers that work with confidential and sensitive data like business proprietary, intellectual property, or client information. Advanced Security focus areas include:

highest level of protection for business email via email encryption; and
extending protection to wireless devices via mobile device management.

WhiteHawk Advisory

Through the WhiteHawk Advisory Services, customers can assess, evaluate, and get matched to high impact tools and services that measurably enhance cyber posture and reduce risk to online crime and fraud. Subject matter experts provide in-depth understanding of the customer’s specific cyber business risks to create a more secure future.

==> picture [408 x 230] intentionally omitted <==

Figure 5: WhiteHawk Advisory Services assessment

WhiteHawk Insights

WhiteHawk Insights offers the following subscription services:

latest insights from the team and guest cyber expert thought leadership articles and bloggers;
curated content from partner companies and networks with an emphasis on quality content and cybersecurity best practices; and
starting mid-2018, business intelligence subscriptions and special reports to receive updates on industry-specific cybersecurity content tailored to customer needs.

WhiteHawk US is well positioned to continue the growth and development of its WhiteHawk Exchange. WhiteHawk US has a highly qualified board and senior management, with expertise and partnerships in machine learning and data analytics, cyber market management strategy and brand awareness.

7.4 Revenue

WhiteHawk US has previously earned revenue from its Advisory Services (described in Section 7.1 above). Revenues from these Advisory Services have been small, totalling US$220,000 for the 12 months ending December 2016. For the 6 months ending June 2017, this figure dropped to US$24,000 as the focus was placed on building and launching the website (www.whitehawk.com) and actively adding vendors and products to the WhiteHawk Exchange. While the Company is likely to continue to provide offline strategic Advisory Services to existing or additional clients where it may benefit the Company’s growth, brand, information and intelligence gathering; these offline services are not, and never have been, a core part of the WhiteHawk US business.

Now with Release 1.0 being launched, new advisory contracts are being targeted for 2017 and 2018 to ensure a steady stream of revenue as the online sales approach is refined and advanced. The WhiteHawk Exchange plans to generate revenue via the following streams:

a percentage of all online and advisory service sales of vendor products and services in the WhiteHawk Exchange;
advisory service annual subscription bundles (at the Basic, Balanced and Advanced Levels of Service);
sales of CyberSecurity Business Intelligence data sets and reporting starting mid-2018 from information and analytics generated and collated through the Cyberpath Solution Engine and users of the WhiteHawk Exchange as well as any offline engagements provided by WhiteHawk US; and
license fees: premium service fees and royalties from licensing the CyberPath Solution Engine for use in other industries such as healthcare for use in drug pairing and treatment alternatives and supply chain management.

7.5 Key dependencies

In achieving the Company’s revenue aims, the Company and WhiteHawk US have identified some key dependencies of the Company’s business model, including to:

maintain and continuously expand vendor partnerships to sell hundreds of affordable products and solutions both directly online or with assistance from the Company’s advisors;
deliver a continuously improving, cutting edge, online B2B e-commerce cloud based platform based upon ‘Drupal’ for content management, ‘Stripe for Sales’ and ‘Salesforce’ for customer relationship management (CRM);
ensure the further refinement, maturation, scaling and advancement of the CyberPath Solution Engine to continuously improve its data analytics capabilities to generate saleable data sets for additional revenue streams;

maintain the ability to attract and retain top and affordable architecture, product development, data science, search engine optimisation (SEO), user interface (UI) and user experience (UX) talent or contracted services; and
through effective online marketing, thought leadership, content, partnerships, SEO, site strategy - drive site visits and buying conversion rates of 2-5% from small and medium sized businesses, thereby establishing new cybersecurity buying behaviours of both advisory service bundles/subscriptions and products/solutions.

The Company believes it can address these dependencies as it builds the business following the Acquisition.

7.6 Target Market

While any businesses can come to the WhiteHawk Exchange, the Company’s primary target market are companies with annual revenue over $10 million and up to $2B, who do not have Chief Information Officers (CIO’s) or Chief Information Security Officers (CISO’s). This midsized market typically:

is a relatively untapped and underserved market;
has little to no cybersecurity expertise (an issue faced globally over the next 10-15 years);
includes the regulated business sectors of health care, defence/federally focused industrial base & professional services;
has an ever-growing cybercrime, fraud, and disruption set of issues daily impacting their operations and revenue;
has over a third of their workforce comprised of millennial & generationY professionals who research, shop, and buy almost exclusively online for their companies; and
can position WhiteHawk as the essential cyber resource for B2B e- commerce sales.

7.7 Industry Competitive Analysis

Small and midsize businesses are relatively untapped markets in the cybersecurity market, likely due to a perceived cost of products and solutions or a lack of understanding of the present and growing risks to businesses in the online world. The majority of cybersecurity vendors are interested in finding a way to target small and midsize businesses, but find it difficult to discover the right point of departure, channel or partner to do so.

The Company’s competition comes in three main forms:

top business consulting companies (PWC, Deloitte, Accenture, EY, and others): normally focusing on the Fortune 1000 and costly for midsize businesses;
internet service providers: have a limited and discrete set of basic and effective cybersecurity services but most do not conduct business vulnerability assessments or risk profiles and they do not have the breadth, depth, nor access to the newest cutting-edge products or

services that address current and emerging crime and fraud online threat prevention or response tailored to that business sector; and

managed service providers: include Google, Go Daddy, Microsoft, Apple and primarily midsized local IT service providers, who focus on basic commodity subscription and service options which we review and recommend as appropriate.

With the Company’s business model, all of the above are both competitors and potential partner vendors who can sell within the e-commerce WhiteHawk Exchange. Current competitors can be potential teammates as the Company plans to deliver short, targeted sales cycles, easy online return sales, and unique insights into shopping, buying, and customer satisfaction trends, shining the light on barriers to existing consultants and sales approaches.

7.8 Objectives

The Company’s proposed objectives on completion of the Offer are:

complete the Acquisition;
advance the targeted global branding and commercialisation of the WhiteHawk Exchange thereby growing the revenue base;
undertake further research, development, testing and launching of improved algorithms and architecture to expand the scope and customer usability and buying effectiveness of the WhiteHawk Exchange;
grow revenue streams by daily expanding channel partnerships with new vendors, products, services and content;
implement a pragmatic and effective growth strategy to develop and target optimal cybersecurity markets around the world;
hire and retain business technical and product development directors who can continuously evolve and improve the Company’s set of customer focused offerings; and
provide working capital for the Company.

The Company believes on completion of the Offer it will have sufficient funds to meet its states objectives.

7.9 Directors and key personnel

The Directors and key personnel of the Company on listing on ASX will be as follows:

Terry Roberts

Chief Executive Officer and Executive Chair

Terry Roberts has been a national security and cyber intelligence professional for over 35 years, as a U.S. Naval Intelligence Officer, a Department of Defence Senior Executive and as a Cyber Engineering, Architecture and Analytics industry Executive. Before establishing WhiteHawk US, Ms Roberts was the TASC VP (a $1.3B Defence Industrial Base Company), for Cyber Engineering and Analytics across the U.S. Government, running all Cyber/IT, Financial and Business Analytics

cross cutting, innovative technical services. Prior to TASC, Ms Roberts was the 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 and 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. Prior to being the Navy DDNI, Ms Roberts served as the Director of Requirements and Resources for the Office of the Under Secretary of Defense 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 Defense (OSD).

Ms Roberts is the Chair Emeritus of the Intelligence and National Security Alliance (INSA) Cyber Council, a Member of the AFCEA Intelligence Committee, on the Naval Intelligence Professionals (NIP) BOD, a member of the USNA Cyber Education Advisory BOD and previously in 2016 a Cyber Fellow at New America (non-partisan think tank) and an adjunct professor of Cyber Intelligence at DMGS.

Ms Roberts earned the maximum in industry bonuses and pay raises allowed from 2009-2015. Ms Roberts’s personal awards include the Office of the Secretary of Defense 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.

Tiffany O. Jones

Non-Executive Director

Tiffany Jones is currently the CEO of Distill Networks and formerly VP of Global Strategic Partnerships and Alliance Operations at FireEye, Senior Vice President of Client Solutions & Chief Revenue Officer for iSIGHT and Mandiant. Former Deputy Chief of Staff at the White House Office of Cyber Security and Critical Infrastructure Protection. Decorated US Coast Guard.

Ms Jones graduated from the US Coast Guard Academy and has not previously been a director of any other ASX listed company.

The Board considers Ms Jones to be an independent director as Ms Jones 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.

Phil George

Non-Executive Director

Philip George has experience as a managing director and operations manager with a strong background in cyber security and IT networking. Philip has previously worked as a general manager, technical director, global IT manager, team lead and IT manager in other organisations. For the past 12 years, Philip has primarily serviced the finance, oil and gas, start-up, mining and petroleum and petrochemical industries and was recently the Operations Manager for Uber Australia.

Philip is the Founder of NURV Consulting, which delivers custom cloud based solutions to small and medium businesses.

Philip is currently a non-executive director of Department 13 International Limited.

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.

Louise McElvogue

Non-Executive Director

Louise McElvogue is a non-executive director and advisor who has worked in strategy, digital and media in Australia, the US and the UK.

Louise is CEO of Macleod Media a digital and strategy consultancy in Sydney, Australia. She has been involved in the leadership of two technology start-up businesses and has led more than 30 digital projects for clients including McDonald’s, British Gas and the BBC. Louise previously worked as head of customer experience at Agilisys in London which worked with government and corporates on digital and technology strategy. Louise started her career as a business journalist.

Louise is an existing Director of WhiteHawk US. In addition, Louise is a Trustee of the NSW Government’s Sydney Living Museums, Councillor of the Australian Institute of Company Directors (NSW), Non-Executive Director of the Australian Physiotherapists’ Association, Chair of UTS Faculty of Arts and Social Sciences Advisory Board and member of the UTS Business School Advisory Board.

Louise formerly served on the Convergence Review Committee, appointed by the Prime Minister to review Australia’s media and digital regulation.

The Board considers Louise 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.

7.10 Management team

In addition to the Board, WhiteHawk US already has a strong and skilled management team that will continue working with the Company following completion of the Offer and the Acquisition.

Luis Cruz Rivera

Chief Technology Officer

Luis Rivera is a former vice president of Government and Industry at Resilient Corp. and Technical Director and Solution Architect, at TASC and ManTech. Luis is an electrical and solution engineer with over 15 years’ experience in the Commercial and US Federal IT and Cybersecurity Industry. Working at Risilient Corp, Mr. Cruz-Rivera was in charge of acquiring and managing big data analytics partnerships which allowed Risilient Corp to increase its enterprise resource value by 20%. As the Director of Programs at TASC, Luis managed US$139M in billings and developed over US$300M in bookings. While at Mantech, Luis was a Programs Director and Technical Director managing 135person project team. He was instrumental in increasing revenues from US$120M to US$150M in the first year. Luis was also responsible for the technical vision, prototyping system engineering and test and evaluation. As an Engineering Principle at Sentric Partners, Luis’ responsibilities included venture development, IP strategy and business process engineering for twelve client companies, which resulted in Increasing company value by US$120M year over year.

Luis is currently a PhD (candidate) at Georgia Institute of Technology and holds a Masters of Science in Electrical Engineering from Stanford University.

Kevin Goodale

Chief Financial Officer

Mr Goodale was previously Chief Financial Officer at Impressions Marketing Group Inc, from 2005-2016. Mr Goodale is a career commercial financial and contracting manager with over 20 years’ experience at the CFO level for businesses with revenues of US$12M to US$80M with multiple locations, using degrees in accounting and management information science to reduce risk and increase profits. He is the founder and treasurer of the non-profit organisation The Boomerang Foundation founded in 2001. Mr Goodale has a Bachelor of Science in Business Administration Accounting – University of South Carolina and a Bachelor of Science in Business Administration Management Information Sciences – University of South Carolina.

Antonio Crespo

Director of Product Development and Services

A former cybersecurity consultant at Security Risk Advisors, Mr Crespo has extensive cybersecurity knowledge in engineering and assessments for Global Fortune 500 Enterprises. Security Engineer for Computer Science Corporation specifically focusing on endpoint security engineering and doing analysis of network and endpoint incidents and security threats and vulnerabilities, Mr Crespo also was an Adjunct Professor for Cumber County College. Mr Crespo has a Bachelor of Science in Business Administration Management – Wilmington University and an MBA in Management Information Science – Wilmington University.

7.11 Disclosure of Interests

Interests in Securities

Directors are not required under the Company’s constitution to hold any Shares to be eligible to act as a director.

None of the existing Directors currently hold any Securities in the Company (nor will they hold any at the time of listing).

At the time of listing, the Proposed Directors will have the following relevant interests in the securities of the Company:

Director	Shares	Options	Performance Rights2
Terry Roberts	5,715,5621	Nil	Nil
Tiffany Jones	Nil	Nil	1,000,000
Philip George	Nil	Nil	1,000,000
Louise McElvogue	Nil	Nil	1,000,000

Notes:

In addition to these Shares, Ms Roberts will be entitled to receive up to a further 48,772,800 Shares as Additional Consideration Shares subject to the achievement of milestones within the WhiteHawk US business. Refer to Section 13 for a summary of those milestones.
The terms of the Performance Rights are set out in Section 14.5.

Remuneration

None of the existing Directors or Proposed Directors of the Company have received any remuneration in their roles as Directors prior to the date of this Prospectus.

The remuneration of the Proposed Directors for the current financial year after Quotation are as set out below:

Director	Proposed remuneration for current financial year
Terry Roberts	US$144,000
Tiffany Jones	US$25,000
Philip George	US$25,000
Louise McElvogue	US$25,000

The Company’s constitution provides that the remuneration of Non-Executive Directors will be not more than the aggregate fixed sum determined by a general meeting. The maximum aggregate remuneration payable to the Directors (excluding salaries to executive directors will be $350,000 per annum, post quotation, although may be varied by ordinary resolution of the Shareholders in general meeting.

The remuneration of any executive director that may be appointed to the Board will be fixed by the Board and may be paid by way of fixed salary or consultancy fee.

Agreements with Directors and Related Parties

The Company’s policy in respect of related party arrangements is:

(a) a Director with a material personal interest in a matter is required to give notice to the other Directors before such a matter is considered by the Board; and
(b) for the Board to consider such a matter, the Director who has a material personal interest is not present while the matter is being considered at the meeting and does not vote on the matter.

Executive and Non-Executive Agreements

The Company currently has non-executive agreements in place with Proposed Directors Louise McElvogue and Tiffany O. Jones and Philip George.

WhiteHawk US entered into an Executive Services Agreement with Terry Roberts on 1 February 2016 pursuant to which Ms Roberts was appointed as Chief Executive Officer of WhiteHawk US ( Roberts ESA ). A summary of the key terms and conditions of the Roberts ESA are set out below.

(a) ( Term ) : The engagement with the Company commenced on 1 February 2016 and continues until the Roberts ESA is validly terminated in accordance with its terms .
(b) ( Remuneration ): The remuneration payable is US$144,000 (equivalent of A$187,013 based on exchange rate of 0.77) per annum to be reviewed annually. In addition, the Company will reimburse Ms Roberts for reasonable expenses incurred in performing her duties.
(c) ( Termination ): Ms Roberts must submit her resignation if, for any reason, she is wilfully engaged in conduct that is demonstrably and materially injurious to WhiteHawk US, or there is a continued failure to substantially perform her duties.

The Roberts ESA otherwise contains terms and conditions which are considered standard for an agreement of its nature, including those in relation to confidentiality.

7.12 Deeds of indemnity, insurance and access

The Company will enter into a deed of indemnity, insurance and access with each of its Directors and Proposed Directors. Under these deeds, the Company will agree to indemnify each officer to the extent permitted by the Corporations Act against any liability arising as a result of the officer acting as an officer of the Company. The Company will also be required to maintain insurance policies for the benefit of the relevant officer and allow the officers to inspect board papers in certain circumstances.

7.13 Additional Information

Prospective investors are referred to and encouraged to read in its entirety the Patent Report in Section 9.

7.14 Capital Structure

The capital structure of the Company following completion of the Offer is summarised below:

Shares[1 ]

	Minimum Subscription	Maximum Subscription
Shares currently on issue as at the date of this Prospectus	7,165,000	7,165,000
Shares to be issued upon the conversion of Convertible Loans in WhiteHawk US3	31,400,000	31,400,000
Shares to be issued under the Acquisition2	8,437,500	8,437,500
Shares issued pursuant to the Offer	20,000,000	22,500,000
Issue of Shares pursuant to the Cleansing Offer	1,000	1,000
Total Shares on issue after completion of the Offer	67,003,500	69,503,500

Notes

The rights attaching to the Shares are summarised in Section 14.2.
Please refer to Section 13.1 for a summary of the terms of the Exchange Agreement and refer to the note Additional Consideration Shares’ below.
Please refer to Section 13.4 for the terms of the Convertible Loans.

Additional Consideration Shares

In addition to the Shares to be issued to the Vendors under the Exchange Agreement (refer to Section 13.1 for a summary of the Exchange Agreement), the Company is contractually bound to issue up to 72,000,000 additional Shares ( Conditional Shares ) upon the achievement of specified milestones by the WhiteHawk US business. This would increase the number of Shares on issue by up to 72,000,000 Shares. The relevant milestones are summarised in Section 13.1.

Options

	Minimum Subscription	Maximum Subscription
Options on issue as at the date of this Prospectus1	10,000,000	10,000,000
Options offered pursuant to the Offer2	5,000,000	5,625,000
Options issued on conversion of Convertible Loans in WhiteHawk US2	3,500,000	3,500,000
Total Options on issue after completion of the Offer	18,500,000	19,125,000

Notes

These Options are exercisable at $0.20 each and expire on or before the date being 5 years from the date of Official Quotation.
These options are exercisable at $0.25 expiring on or before the date being 2 years from the date of Official Quotation.

Performance Rights

	Minimum Subscription	Maximum Subscription
Performance Rights on issue as at the date of this Prospectus	Nil	Nil
Performance Rights to be issued to Corporate Advisor1	13,000,000	13,000,000
Performance Rights to be issued to employees2	10,000,000	10,000,000
Performance Rights to be issued to Directors3	4,000,000	4,000,000
Total Performance Rights on issue after completion of the Offer	27,000,000	27,000,000

Notes

Pursuant to the Viaticus Mandate, the Company will be issuing 13,000,000 Performance Rights to the Corporate Advisor for work in securing the transaction. The milestones of these Performance Rights will be the same as the milestones under the Additional Consideration Shares. The terms of these Performance Rights are otherwise set out in Section 14.5. Viaticus may allocate these Performance Rights to other parties and therefore may not hold all 13,000,000 of these Performance Rights.
Post listing, the Company proposes to issue up to 10,000,000 Performance Rights under the Performance Rights Plan to existing WhiteHawk US employees (not Directors) as an incentive to continue the ongoing development and growth of the business. The terms of these Performance Rights will be finalised after the date of listing and will ensure the alignment of the interests of the relevant employees with Shareholders.
Refer to Section 14.6 above in relation to the milestones relevant to the Performance Rights being issued to Directors.

7.15 Restricted Securities

Subject to the Company being admitted to the Official List, certain Securities on issue prior to the Offer will be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date of Official Quotation. No Shares or Options issued under the Offer will be subject to escrow under the ASX Listing Rules.

The Company will announce to the ASX full details (quantity and duration) of the Securities required to be held in escrow prior to the Shares commencing trading on ASX.

7.16 Dividend Policy

The Board anticipates that significant expenditure will be incurred in the development of the business. These activities are expected to dominate at least, the first two year periods following the date of this Prospectus. Accordingly, the Company does not expect to declare any dividends during that period.

Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the availability of distributable earnings and operating results and financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment

of dividends or franking credits attaching to dividends can be given by the Company.

7.17 Substantial Shareholders

Those Shareholders (and their associates) holding 5% or more of the Shares on issue both as at the date of this Prospectus and on completion of the Offer (on an undiluted basis) are set out in the respective tables below.

As at the date of the Prospectus

Shareholder	Shares	Options	% (undiluted)
Vantage House Limited	4,000,000	2,500,0001	55.8%
Born International Pty Ltd	3,165,000	7,500,0001	44.2%

Notes:

These Options are exercisable at $0.20 each and expire on or before the date being 5 years from the date of Official Quotation.

On completion of the Offer with Minimum Subscription (assuming no existing substantial Shareholder subscribes and receives additional Shares pursuant to the Offer):

Shareholder	Shares	Options	% (undiluted)
Terry Roberts	5,715,5621	Nil	8.53%
Vantage House Limited	4,000,000	2,500,0002	6.0%

Notes:

In addition to these Shares, Terry Robert will be entitled to receive up to a further 48,772,800 Shares as Additional Consideration Shares subject to the achievement of milestones within the WhiteHawk US business. Refer to Section 12.1 for a summary of those milestones.
These Options are exercisable at $0.20 each and expire on or before the date being 5 years from the date of Official Quotation.

On completion of the Offer with Maximum Subscription (assuming no existing substantial Shareholder subscribes and receives additional Shares pursuant to the Offer):

Shareholder	Shares	Options	% (undiluted)
Terry Roberts	5,715,5621	Nil	8.22%
Vantage House Limited	4,000,000	2,500,0002	5.8%

Notes:

In addition to these Shares, Ms Roberts will be entitled to receive up to a further 48,772,800 Shares as Additional Consideration Shares subject to the achievement of milestones within the WhiteHawk US business. Refer to Section 13 for a summary of those milestones.
These Options are exercisable at $0.20 each and expire on or before the date being 5 years from the date of Official Quotation.

The Company will announce to the ASX details of its top-20 Shareholders (following completion of the Offer) prior to the Shares commencing trading on ASX.

8. RISK FACTORS

8.1 Introduction

The Shares offered under this Prospectus are considered highly speculative. An investment in the Company is not risk free and the Directors strongly recommend potential investors to consider the risk factors described below and in the Investment Overview, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Shares and to consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

There are specific risks which relate directly to the Company and its business. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this section and in the Investment Overview, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the Shares.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

8.2 Company specific

(a) Technology Risk

WhiteHawk US’ market involves rapidly evolving products and technological change. The Company cannot guarantee that it will be able to engage in research and development at the requisite levels. The Company cannot assure investors that it will successfully identify new technological opportunities and continue to have the needed financial resources to develop new products in a timely or cost-effective manner. At the same time, products, services and technologies developed by others may render the Company’s products and services obsolete or non-competitive.

(b) Research and Development and Technical Risk

WhiteHawk US’ products and services are the subject of continuous research and development and necessarily need to be substantially developed further in order to gain and maintain competitive and technological advantage, and in order to meaningfully improve the products’ and services’ usability, scalability and accuracy. There are no guarantees that the Company will be able to undertake such research and development successfully. Failure to successfully undertake such research and development, anticipate technical problems, or estimate research and development costs or timeframes accurately will adversely affect the Company’s results and viability.

(c) Intellectual Property Rights

A substantial part of the Company's commercial success will depend on its ability to establish and protect WhiteHawk US’ intellectual property to maintain trade secret protection and operate without infringing the proprietary rights of third parties.

WhiteHawk US currently has one patent application pending with the United States Patent and Trademark Office, please refer to the Patent Report at Section 9.

There is no guarantee that this patent application will be granted or that the Company will receive enforceable patent rights. There is a risk that the Company will not be entitled to practice the inventions claimed in the patents, and that the working of its patent pending invention may be prevented by another patent or patent application which has an earlier priority date to the patent application licensed to the Company. Even if the Company succeeds in obtaining patent protection for its products, its patent could be partially or wholly invalidated following challenges by third parties. The grant of a patent does not guarantee validity of that patent since it may be revoked on the grounds of invalidity at any time during its life. If none of the claims of a granted patent are valid, the patent is unenforceable.

Further, the commercial value of the Company’s intellectual property assets is dependent on any relevant legal protections. These legal mechanisms, however, do not guarantee that the intellectual property will be protected or that the Company's competitive position will be maintained. No assurance can be given that employees or third parties will not breach confidentiality agreements, infringe or misappropriate the Company's intellectual property or commercially sensitive information, or that competitors will not be able to produce noninfringing competitive products. Competition in retaining and sustaining protection of technologies and the complex nature of technologies can lead to expensive and lengthy disputes for which there can be no guaranteed outcome. There can be no assurance that any intellectual property which the Company (or entities it deals with) may have an interest in now or in the future will afford the Company commercially significant protection of technologies, or that any of the projects that may arise from technologies will have commercial applications.

It is possible that third parties may assert intellectual property infringement, unfair competition or like claims against WhiteHawk US or the Company under copyright, trade secret, patent, or other laws. While the Company is not aware of any claims of this nature in relation to any of the intellectual property rights in which it has or will acquire an interest, such claims, if made, may harm, directly or indirectly, the Company's business. If the Company is forced to defend claims of intellectual property infringement, whether they are with or without merit or are determined in the Company's favour, the costs of such litigation will be potentially significant and may divert management's attention from normal commercial operations.

Additionally, securing rights to (or developing) technologies complementing WhiteHawk US’ existing intellectual property will also play an important part in the commercial success of the Company. There is no guarantee that such rights can be secured or such technologies can be developed.

(d) Data loss, theft or corruption

WhiteHawk US stores data in its own systems and networks and also with a variety of third party service providers. Corruption, theft or loss of the data as a result of misuse, exploitation or hacking of any of these systems or networks could lead to corruption, theft or loss of the data which could have a material adverse effect on the Company’s business, financial condition and results. Further, if the WhiteHawk US’ systems, networks or technology are subject to any type of ‘cyber’

crime, its technology may be perceived as unsecure which may lead to a decrease in the number of customers.

(e) Reliance on Key Personnel Risk

The Company depends on the expertise, experience and efforts of its executive officers and other key employees. A failure to attract and retain executive, business development, technical and other key personnel could reduce the Company’s revenues and operational effectiveness. There is a continuing demand for relevant qualified personnel, and the Company believes that its future growth and success will depend upon its ability to attract, train and retain such personnel. Competition for personnel in the Company’s industry is intense, and there is a limited number of persons with knowledge of, and experience in, this industry. An inability to attract or maintain a sufficient number of requisite personnel could have a material adverse effect on the Company’s performance or on the Company’s ability to capitalise on market opportunities.

(f) Limited history

The Company was only recently incorporated and has limited operating history and limited historical financial performance.

No assurance can be given that the Company will achieve commercial viability through WhiteHawk US’ existing products or services or otherwise. Achievement of the Company’s objectives will depend on the Board’s and the executive team’s ability to successfully implement its development and growth strategy. Depending on the Company’s ability to generate income from its operations, the Company may require further financing in addition to amounts raised under the Offer.

(g) Strategies

There are no limits on strategies that the Company may pursue. The strategy discussed in this Prospectus may evolve over time due to, among other things, market developments and trends, technical challenges, the emergence of new or enhanced technology, changing regulation and/or industry practice, and otherwise in the Company’s sole discretion. Such a change might also be required due to ever changing nature of the Company’s industry. As a result, the strategy, approaches, markets and products described in this Prospectus may not reflect the strategies, approaches, markets and products relevant to, or pursued by, the Company at a later date.

Further, a change in strategy may involve material and as yet unanticipated risks, as well as a high degree of risk, including a higher degree of risk than the Company’s strategy in place as of the date hereof.

(h) Foreign exchange

The Company will be operating in a variety of jurisdictions and as such, expects to generate revenue and incur costs and expenses in more than one currency. Consequently, movements in currency exchange rates may adversely or beneficially affect the Company’s results or operations and cash flows. Any depreciation of currencies in foreign

jurisdictions in which the Company operates may result in lower than anticipated revenue, profit and earnings of the Company.

8.3 Industry specific

(a) User experience risk

The Company's business model is based on recurring revenue arising from customers. A poor user experience may not necessarily be anticipated and may affect growth of customer numbers and repeat purchases or ongoing contracts with the Company for use of its software services. Factors which may contribute to poor customer experience include:

ease of setting up and commencing use of the products offered;
simplicity and reliability of customer usage; and
quality of services provided.

Poor user experiences may result in the loss of customers, adverse publicity, litigation, regulatory enquiries and customers reducing the use of the Company's products. If any of these occur, it may adversely impact the Company's revenues.

(b)

Scalability

Scalability is the key to any company that is looking at a potential global market. While the Company believes that the WhiteHawk Exchange, other products, software and its service architecture have been built for scalability, there are no guarantees that its products will be able to meet future demand and requirements of consumers.

(c)

Information technology risk

With any technical project there are risks with the chosen technology, vendors and employees and in execution. Whilst WhiteHawk US has employed and engaged subject-matter experts, employs experienced persons, standard security technologies and approaches there are risks that delivery will fail to meet expectations or deadlines, that technologies become obsolete, natural disasters occur, the Company or WhiteHawk US is the subject of a fraud or malicious attack or platforms are compromised resulting in a negative impact on the Company’s performance.

(d) Reliance on third party providers

The Company intends to develop WhiteHawk US’ products so that they can be utilised with a number of operating systems, internet platforms and other hardware devices. While the Company will therefore depend on its products being able to operate on a range of systems, platforms and devices, it is unable to control third party developers of such systems. Any changes to external platforms, systems or devices that give preference to competing products or adversely impact on the functionality of the Company’s products may render consumers less likely to use the Company’s products, which may have a detrimental impact on the Company’s financial performance. Likewise, the

Company’s products are predicated on consumers being able to access the internet and cellular networks. If third party providers raise the cost of these networks or restrict the ability of consumers to access these networks via the Company’s products, this is likely to detrimentally affect the Company’s financial performance.

(e)

Brand risks

WhiteHawk US has established its trademarks. The Company believes that to have global branding is critical for the long term success of its business. Negative commentary or a complaint regardless of accuracy via social media, media in general and or word of mouth may have a damaging impact on the ability of the Company to reach its potential, and may not necessarily be based on accurate data or real experience.

Furthermore, claims by third parties of rights to the Company’s trading names may cause the Company to incur costs or be required to pay damages or lose rights to their use. This may adversely impact on the operating results and potential of the Company.

(f) Infringement of third party intellectual property rights

If a third party accuses the Company or WhiteHawk US of infringing its intellectual property rights or if a third party commences litigation against the Company or WhiteHawk US for the infringement of trademarks or other intellectual property rights, the Company may incur significant costs in defending such action, whether or not it ultimately prevails. Typically, intellectual property litigation is expensive. Costs that the Company incurs in defending third party infringement actions would also include diversion of management’s and technical personnel’s time.

In addition, parties making claims against the Company or WhiteHawk US may be able to obtain injunctive or other equitable relief that could prevent WhiteHawk US from further using its branding, trademarks or commercialising its products. In the event of a successful claim of infringement against the Company or WhiteHawk US, it may be required to pay damages and obtain one or more licenses from the prevailing third party. If it is not able to obtain these licenses at a reasonable cost, if at all, it could encounter delays in product introductions and loss of substantial resources while it attempts to develop alternative products. Defence of any lawsuit or failure to obtain any of these licenses could prevent WhiteHawk US from commercialising available products and could cause it to incur substantial expenditure.

(g) Future capital requirements

There is no certainty regarding the ability of the Company to raise sufficient funds to meet its needs into the future. The Company’s future capital requirements depend on a number of factors including the Company’s ability to generate income from its operations. The Company may need to raise additional capital from equity or debt sources due to unforeseen circumstances. There can be no assurance that the Company will be able to raise such capital on favorable terms or at all. If adequate funds are not available on acceptable terms the Company may not be able to develop its business and this may have an adverse impact on the Company’s operations.

(h) Regulatory compliance

The Company is required to comply with the laws governing privacy, taxation and consumer trade practices in each jurisdiction in which it operates. The Company may be subject to other laws in jurisdictions in which it plans to operate and the applicable laws may change from time to time.

These laws and applicable regulations give rise to risks and compliance costs for the Company. Non-compliance with such regulations, changes in the interpretation of current regulations, loss or failure to secure renewal of an accreditation, or the introduction of new laws or regulations may lead to fines imposed on the Company by the relevant regulatory authority or Governmental body, revocation of permits or licenses, or damage to the Company’s reputation and may have a material adverse effect on the Company’s costs, business model and competitive environment and therefore could materially adversely affect the Company’s future financial performance and position.

(i) Exchange rate movements

The Company is exposed to exchange rate movements because many of its costs and expenses will be in the United States and revenue it might earn in the future from its operations and product sales may not always be paid to the Company in US dollars. Accordingly, movements in exchange rates may have an impact on the Company’s financial position and performance.

(j) Doing business outside of Australia

The Company currently has all of its operations in the USA. For operational reasons the company may also establish operations in other jurisdictions.

Wherever the Company sets up operations the Company is exposed to a range of multi-jurisdictional risks such as risks relating to currency exchange rates, labour practices, environmental matters, difficulty in enforcing contracts, changes to or uncertainty in the relevant legal and regulatory regime (including in relation to taxation and foreign investment and practices of government and regulatory authorities) and other issues in foreign jurisdictions in which the Company operates. Businesses that operate across multiple jurisdictions face additional complexities from the unique business requirements in each jurisdiction.

Management experience will help to mitigate, but will not remove, this risk.

(k) Insurance

The Company and WhiteHawk US seek to maintain appropriate policies of insurance consistent with those customarily carried by organisations in their industry sector. Any increase in the cost of the insurance policies of the Company, WhiteHawk US or the industry in which they operate could adversely affect the Company’s business, financial condition and operational results. The Company’s insurance coverage may also be inadequate to cover losses it sustains. Uninsured loss or a loss in excess of the Company’s insured limits could adversely affect the Company’s business, financial condition and operational results.

(l) Contractual disputes

The Company's business model is dependent in part on contractual agreements with third parties that have an interaction with the Company's target market. The Company is aware that there are associated risks when dealing with third parties including but not limited to insolvency, fraud and management failure. Should a third party contract fail, there is the potential for negative financial and brand damage for the Company.

(m) Credit risks

The Company will be exposed to credit risks relating to delayed or nonpayments from its customers. A failure by the Company to adequately assess and manage credit risk may result in credit losses potentially resulting in a material adverse effect on the Company’s business, operating and financial performance, including decreased operating cash flows

8.4 General risks

(a) Economic

General economic conditions, introduction of tax reform, new legislation, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company, as well as on its ability to fund its operations.

(b) Competition risk

The industry in which the Company will be involved is subject to domestic and global competition. Although the Company will undertake reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the Company.

(c) Market conditions

Share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

General economic outlook.
Introduction of tax reform or other new legislation.
Interest rates and inflation rates.
Changes in investor sentiment toward particular market sectors.
The demand for, and supply of, capital.
Terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in

general. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

Applicants should be aware that there are risks associated with any securities investment. Securities listed on the stock market experience extreme price and volume fluctuations that have often been unrelated to the operating performance of such companies. These factors may materially affect the market price of the Shares regardless of the Company’s performance.

(d) Taxation

The acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally.

(e) Additional requirements for capital

The Company’s capital requirements depend on numerous factors. The Company may require further financing in addition to amounts raised under the Offer. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company.

(f) Force majeure

The Company’s projects now or in the future may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.

(g) Litigation risks

The Company is exposed to possible litigation risks. Further, the Company may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on the Company’s operations, financial performance and financial position. The Company is not currently engaged in any litigation.

(h) Insurance

The Company intends to insure its operations in accordance with industry practice. However, in certain circumstances the Company’s insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully

covered by insurance could have a material adverse effect on the business, financial condition and results of the Company.

Insurance of all risks associated with the Company’s business may not always available and where available the costs may be prohibitive.

8.5 Investment speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Shares offered under this Prospectus.

Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares.

Potential investors should consider that investment in the Company is highly speculative and should consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.