WEEBIT NANO LTD — Capital/Financing Update 2018

Dec 23, 2018

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

WEEBIT NANO LTD

ABN

15 146 455 576

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Ordinary Shares, Unlisted Options and Performance Rights
	(a) 4,285,714 Ordinary Shares (b) 7,000,000 Ordinary Shares (c) 2,130,000 Ordinary Shares (d) 4,000,000 Unlisted Options (e) 4,000,000 Unlisted Options (f) 4,000,000 Unlisted Options (g) 10,000,000 Unlisted Options (h) 20,000,000 Unlisted Options (i) 7,250,000 Unlisted Options (j) 3,200,000 Performance Rights (k) 3,200,000 Performance Rights (l) 3,200,000 Performance Rights (m) 12,000,000 Performance Rights (n) 7,400,000 Performance Rights

3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

(d) Exercise Price - $0.0626, Expiry – 15/02/28 (e) Exercise Price - $0.0578, Expiry – 01/01/28 (f) Exercise Price - $0.0509, Expiry – 05/03/28 (g) Exercise Price - $0.01755, Expiry – 01/10/27 (h) Exercise Price - $0.0339, Expiry – 16/10/28 (i) Exercise Price - $0.0687, Expiry – 29/01/28 (j) Exercise Price - Nil, Expiry – 15/02/28 (k) Exercise Price - Nil, Expiry – 01/01/28 (l) Exercise Price - Nil, Expiry – 05/03/28 (m)Exercise Price - Nil, Expiry – 01/10/27 (n) Exercise Price - Nil, Expiry – 29/01/28 Key terms: (a), (b) & (c) - Ordinary Shares – on the same terms as the existing shares on issue (d) –(h) – Options issued to Directors approved at AGM on 28 November 2018 (j) – (m) - Performance Rights issued to Directors approved at AGM on 28 November 2018 (i) – Options issued pursuant to the Employee Incentive Option Plan of Weebit Nano Ltd (n) – Performance Rights issued pursuant to the Employee Incentive Option Plan of Weebit Nano Ltd

Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

(a), (b) & (c) - Yes - Ordinary Shares issued rank pari passu with existing shares on issue. (d)-(n) – Should these Options and Performance Rights be exercised prior to their expiry, Ordinary Shares will be issued. Any Ordinary Shares Issued will rank pari passu with existing shares on issue.

• 4 Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted[+] securities?

• 5 Issue price or consideration

(a) 3.5 Cents (b)-(n) Nil

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.	(a) 4,285,714 Shares issued to Directors under placement announced 28 September 2018, approved at AGM on 28 November 2018 (b) 7,000,000 Shares issued to Director approved at AGM on 28 November 2018 (c) 2,130,000 Shares issued to Former Director (d)-(h) Options issued to Directors approved at AGM on 28 November 2018 (i) Options issued to Employees under Employee Incentive Option Plan (j)-(m) Performance Rights issued to Directors approved at AGM on 28 November 2018 (n) Performance Rights issued to Employees under Employee Incentive Option Plan
	Yes
	28 November 2018
	(c) 2,130,000
	Not Applicable
	(a) 4,285,714 – 28 November 2018 (b) 7,000,000 – 28 November 2018 (d)-(h) 42,000,000 - 28 November 2018 (j)-(m) 21,600,000 - 28 November 2018
	(i) 7,250,000 (Exception 9) (n) 7,400,000(Exception9)
	Not Applicable

6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Not Applicable
	7.1 – 184,593,130 7.1A – 158,765,764
	24 December 2018
	Number	+Class
	1,591,216,206	Ordinary fully paid shares
	Number	+Class
	8,652,271 50,000,000 49,427,400 38,000,000 4,500,000 4,500,000 4,000,000 4,000,000 4,000,000 20,000,000 7,250,000 3,200,000 3,200,000	Performance Rights – expiring 30 July 2021 Options - Exercise price $0.0625, expiry 1 Aug 2019 Options – Exercise price $0.03, expiry 30 June 2020 Options – Exercise price $0.01755, expiry 1 October 2027 Options - Exercise price $0.0525, expiry 12 October 2022 Options - Exercise price $0.06125, expiry 12 October 2022 Options - Exercise Price $0.0626, expiry 15 February 2028 Options - Exercise Price $0.0578, expiry 1 January 2028 Exercise Price $0.0509, expiry 5 March 2028 Options - Exercise Price $0.0339, expiry 16 October 2028 Options - Exercise Price $0.0687, expiry 29 January 2028 Performance Rights – expiring 15 February 2028 Performance Rights – expiring1

Number	+Class
3,200,000 12,000,000 7,400,000	January 2028 Performance Rights – expiring 5 March 2028 Performance Rights – expiring 1 October 2027 Performance Rights – expiring 29 January2028

10 Dividend policy (in the case of a Not Applicable trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval Not Applicable required? 12 Is the issue renounceable or nonNot Applicable renounceable? 13 Ratio in which the[+] securities Not Applicable will be offered 14 +Class of +securities to which the Not Applicable offer relates 15 +Record date to determine Not Applicable entitlements 16 Will holdings on different Not Applicable registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements Not Applicable in relation to fractions 18 Names of countries in which the Not Applicable entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of Not Applicable acceptances or renunciations

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable

sale through a broker)?

• 33 +Issue date

Not Applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000

• 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of[+] securities for which Not Applicable +quotation is sought 39 +Class of +securities for which Not Applicable quotation is sought

40 Do the[+] securities rank equally in Not Applicable all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41 Reason for request for quotation now

Not Applicable

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another[+] security, clearly identify that other[+] security)

Number +Class 42 Number and +class of all Not Applicable +securities quoted on ASX ( including the[+] securities in clause 38)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: (Director/Company secretary)

Date: 24 December 2018

Print name: Adam Sutherland

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

==> picture [391 x 424] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid [+] ordinary 1,391,392,885
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following: 14,400,000 (Exception 4) – 09/01/2018
7,699,998 (Exception 4) – 17/01/2018
3,400,000 (Exception 4) – 19/01/2018
• Number of fully paid [+] ordinary securities 2,999,999 (Exception 4) – 01/02/2018
issued in that 12 month period under an 4,560,003 (Exception 4) – 09/02/2018 1,500,000 (Exception 4) – 16/02/2018
exception in rule 7.2 4,000,000 (Exception 4) – 23/02/2018
12,862,598 (Exception 4) – 14/03/2018
8,652,274 (Exception 4) – 20/08/2018
• Number of fully paid [+] ordinary securities
issued in that 12 month period with 92,714,274
shareholder approval
• Number of partly paid [+] ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid [+] ordinary N/A
securities cancelled during that 12 month
period
“A” 1,544,182,031
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	231,627,305
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	1,428,571 Ordinary Shares on 05/10/2018 43,475,604 Ordinary Shares on 02/11/2018 2,130,000 Ordinary Shares on 24/12/2018
“C”	47,034,175
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	231,627,305
Subtract“C” Note: number must be same as shown in Step 3	47,034,175
Total[“A” x 0.15] – “C”	184,593,130 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 1,544,182,031 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 154,418,203

Step 2: Calculate 10% of “A”

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued Nil or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

“E” Nil

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	154,418,203
Subtract“E” Note: number must be same as shown in	Nil

• See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013

Step 3
Total[“A” x 0.10] – “E”	154,418,203 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 13

04/03/2013