4DS MEMORY LIMITED — Capital/Financing Update 2021

Nov 24, 2021

Proposed issue of securities

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Announcement Summary

Entity name

4DS MEMORY LIMITED

Announcement Type

New announcement

Date of this announcement

25/11/2021

The Proposed issue is:

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An offer of securities under a securities purchase plan A placement or other type of issue

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
4DS	ORDINARY FULLY PAID	72,916,667

+Record date

24/11/2021

Offer closing date

14/12/2021

+Issue date

16/12/2021

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	OPTIONS EXPIRING 2 YEARS FROM DATE OF ISSUE EX	5,000,000
confirmed	$0.08
4DS	ORDINARY FULLY PAID	52,083,333

Proposed +issue date

3/12/2021

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

4DS MEMORY LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

43145590110

1.3 ASX issuer code

4DS

1.4 The announcement is

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New announcement

1.5 Date of this announcement

25/11/2021

1.6 The Proposed issue is:

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An offer of +securities under a +securities purchase plan A placement or other type of issue

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Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan issue can proceed on an unconditional basis? No

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Part 4B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

4DS : ORDINARY FULLY PAID

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

4DS : ORDINARY FULLY PAID

Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 72,916,667

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? No

Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes

Is the minimum acceptance unit based or dollar based? Dollar based ($)

Please enter the minimum acceptance value

$ 2,000

Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? Yes

Is the maximum acceptance unit based or dollar based? Dollar based ($)

Please enter the maximum acceptance value

$ 30,000

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Proposed issue of securities

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Describe all the applicable parcels available for this offer in number of securities or dollar value
$2,000, $5,000, $10,000, $15,000, $20,000, $30,000
Offer price details
Has the offer price been determined?
Yes
In what currency will the offer What is the offer price per
be made? +security?
AUD - Australian Dollar AUD 0.04800
Oversubscription & Scale back details
Will a scale back be applied if the offer is over-subscribed?
Yes
Describe the scale back arrangements
Scale back will be at the Directors' discretion.
Will these +securities rank equally in all respects from their issue date with the existing issued
+securities in that class?
Yes
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Part 4C - Timetable 4C.1 Date of announcement of +security purchase plan 25/11/2021 4C.2 +Record date 24/11/2021 4C.3 Date on which offer documents will be made available to investors 25/11/2021 4C.4 Offer open date 25/11/2021 4C.5 Offer closing date 14/12/2021 4C.7 +Issue date and last day for entity to announce results of +security purchase plan offer 16/12/2021

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Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Yes

Part 4E - Fees and expenses

4E.1 Will there be a lead manager or broker to the proposed offer? Yes

4E.1a Who is the lead manager/broker?

Mac Equity Partners (International) Pty Ltd

4E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Nil

4E.2 Is the proposed offer to be underwritten? Yes

4E.2a Who are the underwriter(s)?

Mac Equity Partners (International) Pty Ltd

4E.2b What is the extent of the underwriting (ie the amount or proportion of the issue that is underwritten)?

The SPP is underwritten to $2.5 million.

4E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?

6% of the amount raised under the SPP up to $2.5 million.

4E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.

Refer to the Prospectus lodged with ASX on 25 November 2021

4E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer N/A

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Part 4F - Further Information

4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Funds raised under SPP & Placement to be used to continue development of 4DS 'Interface Switching ReRam, including 2022 work to be performed at imec, maintenance of IP and for working capital.

4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer

Canada, China, Hong Kong, Malaysia, Mauritius, Papua New Guinea, Singapore, United Kingdom, United States

4F.3 URL on the entity's website where investors can download information about the proposed offer

https://www.4dsmemory.com/investors/prospectus

4F.4 Any other information the entity wishes to provide about the proposed offer

N/A

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description 4DS : ORDINARY FULLY PAID Number of +securities proposed to be issued 52,083,333 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.04800

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from	Will the entity be seeking quotation
ASX that the terms of the proposed	of the 'new' class of +securities on
+securities are appropriate and	ASX?
equitable under listing rule 6.1?	No
No
ASX +security code	+Security description
New class-code to be confirmed	OPTIONS EXPIRING 2 YEARS FROM DATE OF ISSUE EX $0.08
+Security type
Options
Number of +securities proposed to be	issued
5,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities Issued to Lead Manager in part consideration for services provided in respect of the placement.
Please provide an estimate of the AUD	equivalent of the consideration being
provided for the +securities
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes

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Options details

+Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0800 3/12/2023

Details of the type of +security that will be issued if the option is exercised

4DS : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised One fully paid ordinary share (ASX: 4DS)

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

https://www.4dsmemory.com//investors/prospectus

Part 7C - Timetable

7C.1 Proposed +issue date

3/12/2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

52,083,333

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

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Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Mac Equity

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

6% of placement proceeds and 5,000,000 options

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue N/A

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Funds raised under SPP & Placement to be used to continue development of 4DS 'Interface Switching ReRam, including 2022 work to be performed at imec, maintenance of IP and for working capital.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

N/A

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued

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