WhiteHawk : Response to ASX Queries

For personal use only

®

21 February 2022

Belinda Giles

Adviser, Listings Compliance (Perth)

Australian Stock Exchange Limited

Level 40, Central Park,

152-158 St Georges Terrace

Perth WA 6000

Dear Belinda,

RE : Response to ASX Query

WhiteHawk Limited ("WHK" or the "Company") refers to your ASX query letter dated 18 February 2022.

In response to the questions outlined in that letter, the Company responds as follows:

1. Please indicate the date Cyber Risk Radar Contract for US$1.5M was executed. Response:
   3rd February 2022 (US Time)
2. Did WHK disclose:
3. 1. the execution of the Cyber Risk Radar Contract;
   2. the material terms of the Cyber Risk Radar Contract; or
   3. the Cyber Risk Radar Contract value of US$1.5 million;

in the Quarterly Activities Report for the period ended 31 December 2021? If the information was disclosed in another announcement released on ASX please provide details.

Response:

No.

3. If the execution of the Cyber Risk Radar Contract, the contract value of US$1.5 million, or the material terms of the Cyber Risk Radar Contract were not disclosed in the Quarterly Activities Report for the period ended 31 December 2021, please advise the basis for the statement in WHK's Price Query Response that:

WHK does not consider that there is any material difference from what it announced it would be doing on 27 January 2022 and the Information referred to in the press release.

Response:

The Company did not consider that there was anything that was inconsistent with what it had already told the market it was doing; principally that the Company had undertaken a Proof of Concept and was looking to finalise a Master Services Agreement that would be commenced within a timeframe consistent with when it was finalised. Additionally, the Company is a

WhiteHawk Limited

Level 28 140 St Georges Tce Perth WA 6000

Tel : [phone], Fax : [phone]

ABN: 97 620 459 823

www.whitehawk.com

For personal use only

®

revenue seeking company, and as such, it considers that its shareholders and the market expect it to be seeking and growing its revenues, which was consistent with the execution of the Master Services Agreement in question. From the Company's perspective, what was important for shareholders to understand was that the Company had successfully completed a proof of concept and had converted the client to a longer term client.

4. Noting WHK's previous market sensitive disclosure released on MAP, and in particular the:

1. US Federal Government Contract Option Year Renewal for $1.5M USD Information;
2. Amazon Web Services Information;
3. US Cyber Risk Radar Contract Renewal for US$608k, with option for additional US$505k Information;
4. $100K USD POC Information; and
5. 2021 WHK Revenue Variance Information,

does WHK consider that Cyber Risk Radar Contract Information, or any part thereof, to be information that a reasonable person would expect to have a material effect on the price or value of WHK's securities?

Response:

No.

1. If the answer to question 4 or any part thereof is "no", please explain the basis for that view, commenting specifically on the US$1.5 million value of the contract in light of WHK's previous market sensitive disclosures referred to above.
   Response:
   The Company considers that the key information relating to this client, namely the conversion of a proof of concept to finalising a Master Services Agreement for ongoing services had already been made known to the market. The revenues derived under the Master Services Agreement, while important to the Company, will be evidenced as those revenues are earned through the quarterly reporting by the Company.
   The Company therefore took the position that there was not anything that the Company was doing that was contrary to or outside of what it had previous told the market or that the market would expect.
   The Company's position is supported and evidenced by the market's reaction over the days after the press release was published on 10 February 2022.
2. If the answer to question 4 or any part thereof is "yes", please explain why the Cyber Risk Radar Contract Information was not released to the market on MAP in accordance with WHK's Continuous Disclosure Policy. In answering this question please comment specifically on when you believe WHK was obliged to release the information under Listing Rules 3.1 and 3.1A and what steps WHK took to ensure that the Cyber Risk Radar Contract Information was released promptly and without delay.

WhiteHawk Limited

Level 28 140 St Georges Tce Perth WA 6000

Tel : [phone], Fax : [phone]

ABN: 97 620 459 823

www.whitehawk.com

For personal use only

®

Response:

N/A

1. In light of WHK's market sensitive disclosure in the 2021 WHK Revenue Variance Information announcement, namely that in 2021 WHK will invoice US$3.4M over US$1.9M revenue recognised in 2020, being a projected 180% increase year on year, does WHK consider the value of the Cyber Risk Radar Contract in the sum of US$1.5 million executed in 2022 to be price sensitive information?
   Response:
   No.
2. If the answer to question 7 is "no", please explain the basis for that view, commenting specifically on the US$1.5 million value of the Cyber Risk Radar Contract Information and the 2021 WHK Revenue Variance Information.
   Response:
   The Company continues to evolve and grow its revenue streams, as indicated by the announcement referenced by ASX. The US$1.5 million contract is but one of a number of revenue generating contracts that the Company now has in place and it continues negotiations and proof of concept opportunities to grow those revenue streams further. The Company considers that the market reasonably expects the Company to be seeking to grow its revenue streams and diversify its contract base.
3. In light of WHK's response to question 4 in the Price Query Response, in particular:
   "The information as set out in that Quarterly Report was considered relevant and as such was disclosed to the market. The subsequent press release made nearly two weeks after that initial disclosure was consistent with WHK's disclosure that it was finalising the Master Services Agreement for services commencing in the first quarter of 2022."
   ASX understands the information "considered relevant" as set out in the 31 December Quarterly Activities Report to be the following information:
   "Completed successful Cyber Risk Radar Proof of Concept with global social media company and currently finalizing Master Services Agreement for a Cyber Risk Radar contract for that company starting in first quarter 2022."
   Is ASX's understanding correct? If not, please indicate the information as set out in that Quarterly Report that was considered relevant and as such was disclosed to the market.
   Response:
   Yes.

WhiteHawk Limited

Level 28 140 St Georges Tce Perth WA 6000

Tel : [phone], Fax : [phone]

ABN: 97 620 459 823

www.whitehawk.com

For personal use only

®

10. Please explain, by reference to WHK's Continuous Disclosure Policy, why WHK disclosed in the 31 December Quarterly Activities Report to the ASX that:

1. it had completed a Cyber Risk Radar Proof of Concept (which, according to the highlights in WHK's Quarterly Activities Report for the period ending ended 30 September 2021 was valued at US$100,000); and
2. it was finalising the Master Services Agreement information,

as it was "considered relevant and as such was disclosed to the market" whereas the following information was not disclosed on MAP:

a. the actual execution of the Cyber Risk Radar Contract;

b. the value of the Cyber Risk Radar Contract in the sum of US$1.5 million; and

c. the material terms of and counterparty to the Cyber Risk Radar Contract.

Response:

The Company's Continuous Disclosure Policy indicates that all announcements must be factual and should not provide any information that there is likely to be a false market in the Company's securities.

The Company first announced in July 2021 in its Quarterly Report for the period ended 30 June 2021 that it had received an enquiy for a proof of concept engagement for its Cyber Risk Radar from a social media company. The Company then updated the market further in its Quarterly report for the period ended 30 September 2021. The reference in the Quarterly Report for the period ended 31 December 2021 confirming the move to finalise a Master Services Agreement was the conclusion of information updates about the securing of this client that commenced in the first half of 2021 and was finalised as outlined in the December 2021 Quarterly Report.

The information included in the December 2021 Quarterly Report was factually correct, and therefore in line with the Company's Continuous Disclosure Policy.

11. Listing Rule 15.7 requires that a listed entity not release information which is for release to the market to any person until it has given the information to ASX and received an acknowledgement that ASX has released it to the market. It appears as though the Cyber Risk Radar Contract Information appeared on WHK's website before being released to ASX. What arrangements does WHK have in place to ensure compliance with Listing Rule 15.7?

Response:

The Company's Continuous Disclosure Policy indicates that the price/market sensitive information is publicly released through ASX before it is disclosed to shareholders and market participants.

The Company Secretary manages the lodgement of information on the ASX announcements platform in a routine manner compliance with Listing Rule 15.7.

WhiteHawk Limited

Level 28 140 St Georges Tce Perth WA 6000

Tel : [phone], Fax : [phone]

ABN: 97 620 459 823

www.whitehawk.com

For personal use only

®

The timing of the release on the Company's website was not an issue in the current instance as the press release was not lodged to be released to ASX for the reasons the Company has already articulated.

1. If the current arrangements are inadequate or not being enforced, what additional steps does WHK intend to take to ensure compliance with Listing Rule 15.7?
   Response:
   N/A
2. Please immediately confirm that WHK is in compliance with the Listing Rules and, in particular, Listing Rule 3.1. In responding to this question, you should have regard to WHK's obligations under Listing Rules 3.1 and 3.1A and also to Guidance Note 8.
   Response:
   The Company confirms that it is in compliance with the Listing Rules and, in particular, Listing Rule 3.1.
3. Please confirm that WHK's responses to the above have been authorised and approved under its published continuous disclosure policy or otherwise by its board or an officer of WHK with delegated authority from the board to respond to ASX on disclosure matters.
   Response:
   The Company confirms that its responses to the questions above have been authorised and approved by an officer of the Company with delegated authority from the board to respond to the ASX on disclosure matters.

Yours sincerely,

Kevin Kye

Company Secretary

WhiteHawk Limited

Level 28 140 St Georges Tce Perth WA 6000

Tel : [phone], Fax : [phone]

ABN: 97 620 459 823

www.whitehawk.com