WEEBIT NANO LTD — Capital/Financing Update 2019

Sep 3, 2019

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Appendix 3B – Correction

4 September 2019 – Weebit Nano (ASX: WBT) (or the “Company”), today announced an Appendix 3B which referred to unlisted performance shares. WBT advises that the Company inadvertently and incorrectly referred to these unlisted securities as “performance shares”. WBT advises that these unlisted securities are “performance rights” and will be referred to as such going forward.

These unlisted performance rights are referred to in WBT’s Recompliance Prospectus lodged with ASX on 3 May 2016 and were approved by shareholders at a meeting of 18 May 2016. Attached is a corrected Appendix 3B; no material changes in relation to figure amounts have occurred.

The Company is committed to compliance with ASX Listing Rules. WBT’s obligations under these rules have now been clarified and, as such, its internal procedures have been amended to ensure future compliance.

ENDS

About Weebit Nano Limited

Weebit Nano is a leader in the development of next generation computer memory technology, and plans to become the new industry standard in this space. Its goal is to address the growing need for a significantly higher performance and lower power computer memory technology. Weebit Nano’s ReRAM technology is based on fab-friendly Silicon Oxide, allowing the company to rapidly execute, without the need for special equipment or preparations. The company secured several patents to ensure optimal commercial and legal protection for its ground-breaking technology.

Weebit Nano’s technology enables a quantum leap, allowing semiconductor memory elements to be significantly cheaper, faster, more reliable and more energy efficient than the existing Flash technology. Weebit Nano has signed an R&D agreement with Leti, an R&D institute that specialises in nanotechnologies, to further develop SiOx ReRAM technology.

• For more information please visit: http://www.weebit nano.com/

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Contact Office: +972-9-7797832 info@weebit-nano.com www.weebit-nano.com

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 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)	Ordinary Shares
	a) 128,205 Ordinary Shares b) 115,350 Ordinary Shares c) 64,000 Performance Rights
	a) Ordinary Shares – on the same terms as the existing shares on issue b) Conversion of Performance Rights – with a nil exercise price, expiring on 30/07/21. c) Performance Rights issued to Employee under Employee Incentive Option Plan – Exercise Price: Nil, expiring on: 30/05/23

4 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 5 Issue price or consideration 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	a) & b) Yes - Ordinary Shares issued rank pari passu with existing shares on issue. c) Performance Rights if exercised prior to their expiry will result in 1 ordinary share issued for each Performance Right and the ordinary shares issued will rank pari passu with existing shares on issue.
	a) $0.39 per Ordinary Share b) Nil c) Nil
	a) Ordinary Shares to service provider in lieu of fees owed for services rendered. b) Conversion of Performance Rights to Ordinary shares.– with a nil exercise price, expiring on 30/07/21 c) Performance Rights issued to Employee under Employee Incentive Option Plan
	Yes
	28 November 2018
	a) 128,205 Ordinary Shares
	Not Applicable

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. 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	Not Applicable
	b) 115,350 (Exception 9) c) 64,000 (Exception9)
	Not Applicable
	Not Applicable
	See Annexures
	4 September 2019
	Number	+Class
	69,721,279	Ordinary fully paid shares
	Number	+Class
	2,000,000 1,977,096 1,120,000 180,000 180,000 160,000	Options - Exercise price $1.5625, expiry 1 Aug 2019 Options – Exercise price $0.75, expiry 30 June 2020 Options – Exercise price $0.43875, expiry 2 October 2021 Options - Exercise price $1.3125, expiry 12 October 2022 Options - Exercise price $1.53125, expiry 12 October 2022 Options - Exercise Price $1.565, expiry 15 February 2028

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	160,000 160,000 800,000 290,000 400,000 248,000 230,741 128,000 128,000 128,000 480,000 296,000 64,000	Options - Exercise Price $1.445, expiry 1 January 2028 Exercise Price $1.2725, expiry 5 March 2028 Options - Exercise Price $0.8475, expiry 16 October 2028 Options - Exercise Price $1.7175, expiry 29 January 2028 Options – Exercise price $0.43875, expiry 1 October 2027 Options - Exercise Price $0.4286, expiry 14 April 2029 Performance Rights – expiring 30 July 2021 Performance Rights – expiring 15 February 2028 Performance Rights – expiring 1 January 2028 Performance Rights – expiring 5 March 2028 Performance Rights – expiring 1 October 2027 Performance Rights – expiring 29 January 2028 Performance Rights – expiring 20May2023
	Not Applicable

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 will Not Applicable 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 registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the 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 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)	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

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 sale through a broker)? 33 +Issue date	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	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 Not Applicable now 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: Date: 4 September 2019 ~~(Director~~ /Company secretary)

Print name: Mark Licciardo

== == == == ==

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 8

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

All numbers below have been adjusted following the share consolidation on 16 January 2019 on the basis that every 25 ordinary fully paid shares (Shares) be consolidated into one Share .

Part 1

Rule 7.1 – Issues exceeding 15% of capital

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

• Insert number of fully paid[+] ordinary 58,058,710 securities on issue 12 months before the + issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary securities 115,350 – 03/09/2019

• issued in that 12 month period under an exception in rule 7.2

• • Number of fully paid[+] ordinary securities 2,571,428 – 05/10/2018

• issued in that 12 month period with 228,571 – 08/10/2018

• shareholder approval 457,142 – 12/10/2018 451,428 – 24/12/2018

• • 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” 61,882,629

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 9

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	9,282,394
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	57,143 Ordinary Shares on 05/10/2018 1,739,024 Ordinary Shares on 02/11/2018 85,200 Ordinary Shares on 24/12/2018 5,828,467 Ordinary Shares on 29/08/2019 128,205 Ordinary Shares on 03/09/2019
“C”	7,838,039
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	9,282,394
Subtract“C” Note: number must be same as shown in Step 3	7,838,039
Total[“A” x 0.15] – “C”	1,44,335 [Note: this is the remaining placement capacity under rule 7.1]

placement capacity under rule 7.1
“A” x 0.15	9,282,394
Note: number must be same as shown in
Step 2
Subtract“C”	7,838,039
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	1,44,335
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 10

Part 2

All numbers below have been adjusted following the share consolidation on 16 January 2019 on the basis that every 25 ordinary fully paid shares (Shares) be consolidated into one Share .

Rule 7.1A – Additional placement capacity for eligible entities

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

Rule 7.1A – Additional placement capacity for eligible entities	Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	61,882,629
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	6,188,263
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued 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	Nil
“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	6,188,263
Subtract“E”	Nil

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 11

Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” 6,188,263 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 12