WEEBIT NANO LTD — Capital/Financing Update 2019

Aug 26, 2019

Non-Renounceable Entitlement Offer Document

WEEBIT NANO LIMITED ACN 146 455 576 (“WBT” or “Weebit Nano”)

A pro-rata non-renounceable entitlement offer by WBT to Eligible Shareholders of 1 New Share for every 9.5 Shares held on the Record Date at an issue price of $0.39 per New Share to raise approximately $2.5 million before costs of the Offer.

Offer closes at 5.00pm (AEST) on Tuesday, 17 September 2019

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

This is an important document which is accompanied by a personalised Entitlement and Acceptance Form and both should be read in their entirety.

Please call your professional adviser or Market Eye, WBT’s Investor Relations provider, if you have any questions. WBT’s Investor Relations provider (Market Eye) can be contacted on 03 9591 8900 (in Australia) or +61 3 9591 8900 (outside Australia) between 8.00am to 7.00pm (Sydney time) Monday to Friday.

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Contents

Chairman's Letter ............................................................................................................................. 3 Key Dates for the Entitlement Offer .................................................................................................. 5 How to Apply .................................................................................................................................... 6 ASX Offer Announcement ................................................................................................................ 9 Important Information ..................................................................................................................... 10 Key Risks ....................................................................................................................................... 15 Corporate Directory ........................................................................................................................ 21

FORWARD LOOKING STATEMENTS

This Offer Booklet contains certain “forward looking statements”. Forward looking statements should or can generally be identified by the use of forward looking words such as “anticipate”, “believe”, “expect”, “project”, “forecast”, “estimate”, “likely”, “intend”, “should”, “will”, “could”, “may”, “target”, “plan” and other similar expressions within the meaning of securities laws of applicable jurisdictions. Indications of, and guidance or outlook on, future earnings, distributions or financial position or performance are also forward looking statements. The forward looking statements contained in this Offer Booklet involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of WBT, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct.

Forward looking statements may also be based on estimates and assumptions which are subject to change. Actual results, performance or achievements may vary materially for many projections because events and actual circumstances frequently do not occur as forecast and these differences may be material. These statements may assume the success of WBT’s business strategies. The success of any of these strategies is subject to uncertainties and contingencies beyond WBT’s control (including uncertainties described in the “Key Risks” section in this Offer Booklet), and no assurance can be given that any of the strategies will be effective or that the anticipated benefits from the strategies will be realised in the period for which the forward looking statements may have been prepared or otherwise. Readers are cautioned not to place undue reliance on forward looking statements and, except as required by law, WBT assumes no obligation to update or revise such information to reflect any change in expectations or assumptions. The inclusion of the forward looking statements in this Offer Booklet should not be regarded as a representation, warranty or guarantee with respect to its accuracy or the accuracy of the underlying assumptions or that WBT will achieve, or is likely to achieve, any particular results.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS.

This Offer Booklet, and any accompanying ASX announcements and the Entitlement and Acceptance Form do not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the Securities Act )) ( U.S . Person ). The New Shares and Additional New Shares offered in the Entitlement Offer have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons absent registration or in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and any other applicable securities laws.

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

Chairman's Letter

27 August 2019

Dear Shareholder,

On behalf of the Directors of WBT, I am pleased to invite you to participate in a 1-for-9.5 non-renounceable pro- rata entitlement offer of new fully paid ordinary shares in WBT ( New Shares ) at an issue price of A$0.39 per share to raise approximately A$2.5 million ( Entitlement Offer ). This follows the successful share placement announced today with binding commitments to raise $2.5 million ( Placement ) (the Placement and Entitlement Offer are together the Capital Raising ).

The Entitlement Offer

WBT is seeking to raise approximately A$2.5 million of new equity through the Entitlement Offer at an issue price of A$0.39 per New Share.

Purpose of the Capital Raising and use of proceeds

Weebit Nano has successfully transitioned from a technology in a university laboratory three years ago, to now having a leading memory technology that is being readied for production. The funds being raised via the Placement and the Entitlement Offer will facilitate WBT to progress the development work required for our potential customer discussions to achieve first orders, progressing with the move to 28nm/300mm wafers, and engaging with a production facility to transfer our technology for production.

WBT is now engaged with its first potential semiconductor client based in South Korea and is in the process of developing a memory module to address the specific needs of this customer with a delivery timetable of mid-2020. Whilst it is pleasing to have engagement with potential customers, developing the memory module is a critical step for WBT’s commercialisation path and achieving first orders.

Key uses of the funds raised will be:

• development of the module for the first potential customer by mid-2020;

• hire of staff and purchase of tools to develop and implement the customer module;

• moving the technology to 28nm/300mm wafers by March 2020; and

• engage with a production facility to transfer technology to production by December 2020.

Use of Funds	Based on a Capital Raising of up to $5 million
Production of 28nm/300mm wafer	30%
Delivery of first memory module to first potential commercial customer	50%
Working capital and offer expenses	20%
Total	100%

There continues to be a significant need for a new memory solution in today’s market, and we are confident that our ReRAM technology has a role to play in the near future. We look forward to executing against our growth plans and delivering our first customer orders.

Neither the Placement nor the Entitlement Offer is underwritten.

Details of your Entitlement

As an Eligible Shareholder you are entitled to subscribe for 1 New Share for every 9.5 existing WBT ordinary shares ( Shares ) held on the Record Date (being 7.00pm (AEST) on Tuesday, 3 September 2019 ( Entitlement ).

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Additional New Shares

Eligible Shareholders may also apply for New Shares in excess of their Entitlement ( Additional New Shares ), with such oversubscriptions to be satisfied from Entitlements that were not taken up by other Shareholders under the Entitlement Offer. The Directors reserve the right to allot and issue Additional New Shares in their absolute discretion. Please see section 2 for further details on how Additional New Shares will be allocated to Eligible Shareholders.

New Shares and Additional New Shares will be issued on a fully paid basis and will rank equally with existing Shares.

Offer Booklet

This Offer Booklet contains a number of important documents including:

• “Key Dates for the Offer”;

• Instructions on “How to Apply”, setting out how to accept all or part of your Entitlement in the Entitlement Offer if you choose to do so;

• ASX Offer announcement;

• “Important Information”;

• “Key Risks”; and

• an Entitlement and Acceptance Form which details your Entitlement, to be completed in accordance with the instructions provided on the form and the instructions in the “How to Apply” section of this Offer Booklet.

The Entitlement Offer closes at 5.00pm (AEST) on Tuesday, 17 September 2019. To participate, you need to ensure that:

• you have made your payment (Application Monies) via BPAY® pursuant to the instructions that are set out on the Entitlement and Acceptance Form so that your payment via BPAY® has been received by WBT by 5:00pm (AEST) on Tuesday, 17 September 2019;

OR

• your completed Entitlement and Acceptance Form, together with payment of Application Monies, by cheque, bank draft or money order is received by WBT by 5:00pm (AEST) on 17 September 2019.

Please refer to instructions in the “How to Apply” section in this Offer Booklet for further information.

Eligible shareholders

You should read the entirety of this Offer Booklet carefully (including the “Key Risks” section, which contains a summary of key risks associated with an investment in WBT) before deciding whether to participate in the Entitlement Offer.

Further information

You should read the entirety of this Offer Booklet carefully (including the “Key Risks” section, which contains a summary of key risks associated with an investment in WBT) before deciding whether to participate in the Entitlement Offer.

If you have any questions about the Entitlement Offer, please contact WBT’s Investor Relations provider (Market Eye) on 03 9591 8900 (in Australia) or +61 3 9591 8900 (outside Australia) between 8.00am to 7.00pm (Sydney time) Monday to Friday.

The Board of WBT looks forward to your participation in the Entitlement Offer.

Yours sincerely,

David Perlmutter

Chairman

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Indicative Timetable for the Placement and Entitlement Offer

Entitlement Offer announced	Tuesday, 27 August 2019
Settlement of new shares issued under the Placement	Thursday, 29 August 2019
Allotment and trading of Placement shares	Friday, 30 August 2019
“Ex” date for Entitlement Offer	Monday, 2 September 2019
Record date to determine right to participate in the Entitlement Offer	7pm AEST on Tuesday, 3 September
	2019
Offer booklet despatched / Entitlement Offer opens	Friday, 6 September 2019
Entitlement Offer closes	5pm on Tuesday, 17 September 2019
Notice of under-subscriptions to ASX	Friday, 20 September 2019
Issue of New Shares under the Entitlement Offer	Tuesday, 24 September 2019
Normal trading of New Shares issued under the	Wednesday, 25 September 2019
Entitlement expected to commence on ASX

Note: The above timetable is indicative only and subject to change. WBT reserves the right to amend any or all of these events, dates and times subject to the Corporations Act 2001 (Cth), the Australian Securities Exchange ( ASX ) Listing Rules and other applicable laws. In particular, WBT reserves the right to extend the closing date of the offers, to accept late applications either generally or in particular cases or to withdraw the offers without prior notice. The commencement of quotations of New Shares is subject to confirmation from ASX. All references in this Offer Booklet are to Australian Eastern Standard Time ( AEST ).

Enquiries

For any additional information about the Entitlement Offer, please call WBT’s Investor Relations provider (Market Eye) on 03 9591 8900 (within Australia) or +61 3 9591 8900 (outside Australia) between 9am and 5pm (AEST) during the Entitlement Offer period.

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS OR ANY PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS

How to Apply

1. The Entitlement Offer

Under the non-renounceable pro-rata entitlement offer ( Entitlement Offer ), Eligible Shareholders (as defined in Important Information) are being offered the opportunity to subscribe for 1 new WBT fully paid ordinary share ( New Share ) for every 9.5 WBT fully paid ordinary shares ( Share ) held at 7.00pm (AEST) on 3 September 2019 ( Record Date ), at the offer price of A$0.39 per New Share ( Offer Price ) ( Entitlement ).

You should note that not all WBT shareholders as at 7.00pm (AEST) on the Record Date will be eligible to participate in the offer of New Shares and Additional New Shares. Please read “Important Information”.

New Shares and Additional New Shares issued pursuant to the Entitlement Offer will be fully paid and rank equally with existing Shares on issue.

The Entitlement Offer is being made pursuant to provisions of the Corporations Act 2001 (Cth) ( Corporations Act ) which allow entitlement offers to be offered without a prospectus. It does not contain all of the information which may be required in order to make an informed assessment decision regarding the New Shares. As a result, it is important for Eligible Shareholders to carefully read and understand the information on WBT and the Entitlement Offer made publicly available, prior to accepting all or part of their Entitlement. In particular, please refer to this Offer Booklet and other announcements made available at http://www.asx.com.au/

Your Entitlement is set out on the accompanying personalised Entitlement and Acceptance Form and has been calculated as 1 New Share for every 9.5 Shares you held as at 7.00pm (AEST) on the Record Date. If you have more than one registered holding of Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Entitlements for each separate holding.

Note: The Entitlement stated on your personalised Entitlement and Acceptance Form may be in excess of the actual Entitlement you may be permitted to take up where, for example, you are holding Shares on behalf of a U.S. Person (see definition of Eligible Shareholder in "Important Information").

2. Top up facility - Additional New Shares

Eligible Shareholders that have fully subscribed for their Entitlements under the Entitlement Offer will be able to subscribe for additional shares ( Additional New Shares ). Additional New Shares will be sourced from Entitlements that were not taken up under the Entitlement Offer.

Eligible Shareholders can subscribe for Additional New Shares by completing the relevant part of the Entitlement and Acceptance Form, or through BPAY®.

There is no guarantee that those Eligible Shareholders will receive the number of Additional New Shares applied for, or any. The number of Additional New Shares will not exceed the shortfall from the Entitlement Offer. The Directors reserve the right to allot and issue Additional New Shares in their absolute discretion.

3. Consider the Entitlement Offer in light of your particular investment objectives and circumstances

Please consult with your stockbroker, accountant or other independent professional adviser if you have any queries or are uncertain about any aspect of the Entitlement Offer. You should also refer to the “Key Risks” section in this Offer Booklet.

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4. Complete and return the accompanying Entitlement and Acceptance Form with your Application Monies or make a payment by BPAY[®]

If you are an Eligible Shareholder, you may do any one of the following:

• take up all or part of your Entitlement;

• take up your Entitlement in full and apply for Additional New Shares; or

• do nothing, in which case all of your Entitlement will lapse.

If you decide to take up all or part of your Entitlement, please complete and return the personalised Entitlement and Acceptance Form with the requisite Application Monies or pay your Application Monies via BPAY[® ] by following the instructions set out on the personalised Entitlement and Acceptance Form.

WBT will treat you as applying for as many New Shares and Additional New Shares as your payment will pay for in full, up to your full Entitlement. If you are paying by BPAY[®] , please make sure to use the specific Biller Code and unique Reference Number on your personalised Entitlement and Acceptance Form. If you receive more than one personalised Entitlement and Acceptance Form, please only use the Reference Number specific to the Entitlement on that Form.

If you take no action you will not be allocated New Shares and your Entitlement will lapse. Your Entitlement to participate in the Entitlement Offer is non-renounceable and cannot be traded on ASX or any other exchange, nor can they be privately transferred. Shareholders who do not take up their Entitlements in full will not receive any payment or value for those Entitlements they do not take up.

If you take up and pay for all or part of your Entitlement before the closing date of the Entitlement Offer of 5:00pm (AEST), 17 September 2019, you will be allotted your New Shares and any Additional New Shares on 20 September 2019.

WBT also reserves the right to reduce the number of New Shares allocated to Eligible Shareholders, or persons claiming to be Eligible Shareholders, if their claims prove to be overstated or if they or their nominees fail to provide information to substantiate their claims.

5. Acceptance of the Entitlement Offer

The method of acceptance of the Entitlement Offer will depend on your method of payment being:

• by BPAY®; or

• by cheque, bank draft or money order.

By completing and returning your personalised Entitlement and Acceptance Form or making a payment by BPAY[®] , you will be deemed to have represented that you are an Eligible Shareholder (as defined in "Important Information") and made the other declarations on that personalised Entitlement and Acceptance Form.

By completing and returning your personalised Entitlement and Acceptance Form or making a payment by BPAY[®] , you will also be deemed to have acknowledged, represented and warranted on behalf of each person on whose account you are acting that:

• a) you are not in the United States or a U.S. Person, and you are not acting for the account or benefit of a U.S. Person;

• b) you acknowledge that the New Shares and Additional New Shares have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction in the United States, or in any other jurisdiction outside Australia or New Zealand and accordingly, the New Shares and Additional New Shares may not be offered sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable laws;

• c) you are not engaged in the business of distributing securities; and

• d) you are not and will not send any materials relating to the Entitlement Offer to any person in the United States or that is, or is acting for the account or benefit of, a U.S. Person.

Payment by BPAY[®]

For payment by BPAY[®] , please follow the instructions on the personalised Entitlement and Acceptance Form (which includes the Biller Code and your unique Reference Number). You can only make a payment via BPAY[® ] if you are the holder of an account with an Australian financial institution

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that supports BPAY[® ] transactions.

Please note that should you choose to pay by BPAY[®] :

• you do not need to submit the personalised Entitlement and Acceptance Form but are taken to have made the declarations on that personalised Entitlement and Acceptance Form; and

• if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares and Additional New Shares which is covered in full by your Application Monies.

It is your responsibility to ensure that your BPAY[® ] payment is received by the share registry by no later than 5.00pm (AEST) on 17 September 2019 (subject to variation). You should be aware that your financial institution may implement earlier cut-off times with regard to electronic payment and you should therefore take this into consideration when making payment.

Any Application Monies received for more than your final allocation of New Shares and Additional New Shares will be refunded (except where the amount is less than A$1.00 in which case it will be donated to a charity chosen by WBT). No interest will be paid on any Application Monies received or refunded.

Payment by cheque, bank draft or money order

For payment by cheque, bank draft or money order, you should complete your personalised Entitlement and Acceptance Form in accordance with the instructions set out on that form and return it accompanied by a cheque, bank draft or money order in Australian currency for the amount of the Application Monies, payable to “ Weebit Nano Ltd – Equity Offer Account ” and crossed “ Not Negotiable ”.

Your cheque, bank draft or money order must be:

• for an amount equal to A$0.39 multiplied by the number of New Shares and Additional New Shares that you are applying for; and

• in Australian currency drawn on an Australian branch of a financial institution.

You should ensure that sufficient funds are held in the relevant account(s) to cover the Application Monies. If the amount of your cheque for Application Monies (or the amount for which the cheque clears in time for allocation) is insufficient to pay in full for the number of New Shares and Additional New Shares you have applied for in your personalised Entitlement and Acceptance Form, you will be taken to have applied for such lower number of whole New Shares and Additional New Shares as your cleared Application Monies will pay for (and taken to have specified that number of New Shares on your personalised Entitlement and Acceptance Form). Alternatively, your application will not be accepted.

Any Application Monies received for more than your final allocation of New Shares and Additional New Shares will be refunded (except where the amount is less than A$1.00 in which case it will be donated to a charity chosen by WBT). No interest will be paid on any Application Monies received or refunded.

Cash payments will not be accepted. Receipts for payment will not be issued.

6. Mail

To participate in the Entitlement Offer, your payment must be received no later than the close of the Entitlement Offer, on 5.00pm (AEST) on 17 September 2019. Shareholders who make payment via cheque, bank draft or money order should mail their completed personalised Entitlement and Acceptance Form together with Application Monies deliver to “Weebit Nano Ltd, c/- Computershare Investor Services Pty Limited, GPO Box 2975, Melbourne VIC 3001, Australia”.

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ASX Offer Announcement

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Placement and Entitlement Offer to support transition to commercialisation of proprietary memory technology

HIGHLIGHTS

• Commitments received for a Placement raising $2,500,000 and the company to launch an Entitlement Offer to existing eligible Shareholders to raise an additional $2,500,000 at the same price as the Placement

• Combined capital raising to progress delivery of key commercialisation milestones – development of potential customer module and moving proprietary ReRAM technology to 28nm 300mm wafers

• Funds raised to support Weebit in achieving first customer purchase orders anticipated in CY20, and engage with a production facility to transfer technology for production

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

27 August 2019 – Weebit Nano Ltd (ASX: WBT) ( WBT, Weebit Nano or the Company ), a developer of next generation memory technology for the global semiconductor industry, is pleased to announce that it has received commitments from sophisticated investors to place approximately 6,410,256 new ordinary shares raising $2,500,000 in aggregate (Placement) . The Company also plans to conduct a non-renounceable entitlement offer to raise a further $2,500,000 ( Entitlement Offer ).

The Placement was well supported by existing and new sophisticated investors, and was conducted under the Company’s existing placement capacity. The Placement also included participation from the Company’s directors, which will be subject to shareholder approval. A number of directors also committed to taking up entitlements under the Entitlement Offer.

The Placement was priced at A$0.39 per ordinary share, representing a 16.5% discount to the 10-Day VWAP of $0.467, and a 4.9% discount to the last traded price prior to the trading halt on 21 August 2019. Settlement of the Placement is expected to occur on Thursday 29 August 2019, with allotment expected to occur on Friday 30 August 2019. New shares issued under the Placement will rank equally with the Company’s existing ordinary shares on issue.

Existing eligible shareholders at the record date of 3 September 2019 will have the opportunity through the Entitlement Offer to subscribe for 1 share for every 9.5 shares held at the same price as the Placement.

Market Eye acted as corporate advisor and Lodge Partners acted as Lead Manager to the Company on the Placement.

Commenting on the combined capital raising, Weebit Nano CEO Coby Hanoch, said: “Weebit Nano has successfully transitioned from a university laboratory technology over three years ago, to today demonstrating a leading memory technology progressing towards production. The combined capital raising will allow us to progress the development work required for our potential customer discussions and to achieve first orders, progressing with the move to 28nm 300mm wafers, and engaging with a production facility to transfer our technology for production.

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Contact

info@weebit-nano.com www.weebit-nano.com

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“The Placement was well supported by new and existing sophisticated investors, and the Entitlement Offer will provide the opportunity for all existing eligible shareholders to subscribe for shares in WBT at the same price as the Placement”, said Mr Hanoch.

The Placement and Entitlement Offer proceeds will be used to enable progress towards first orders and production, as well as working capital and offer expenses, in the proportions set out in the table below, including:

• Development of the module for the first potential customer by mid-2020. Weebit Nano is now engaged with its first potential semiconductor client based in South Korea and is in the process of developing a memory module to address the specific needs of this customer with a delivery timetable of mid-2020

• Hire of staff and purchase of tools to develop and implement the customer module

• Moving technology to 28nm/300mm wafers by March 2020

• Engage with a production facility to transfer technology to production by December 2020

Use of Funds	Based on a capital raise up to $5 million
Production of 28nm/300mm wafer	30%
Delivery of first memory module to first potential commercial customer	50%
Working capital and offer expenses	20%
Total	100%

Neither the Placement nor the Entitlement Offer is underwritten, and there is no minimum amount to be raised under the Entitlement Offer.

ReRAM automotive commercial application

Non-volatile memory is used in many everyday devices such as digital cameras, smart phones, and USB drives. The area where WBT’s ReRAM may initially be part of is the automotive industry. Today’s modern automotive vehicles have, on average, 60-100 sensors on board and are projected to reach up to 200 sensors per car in the near future. This amounts to approximately 22 billion sensors used in the industry per year, with each of these sensors using nonvolatile memory. While they may not all use ReRAM, only a small portion is needed to have a large impact on Weebit.

Non-volatile memory is also used in many other industries, so there remains a number of other opportunities for the application of Weebit’s technology.

Entitlement Offer details

Weebit Nano intends to offer the opportunity to each of its existing eligible shareholders to participate in a nonrenounceable entitlement offer of 1 share for every 9.5 shares held at the Placement price of $0.39 per New Share to raise up to $2.5 million.

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Contact

info@weebit-nano.com www.weebit-nano.com

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All shareholders at the record date with a registered address in Australia and New Zealand, or WBT has otherwise determined is eligible to participate, will be eligible to participate in the Entitlement Offer ( Eligible Shareholders ). Eligible Shareholders may take up their entitlement to acquire New Shares in full or in part or not at all. Holders of options issued by Weebit cannot participate in the Entitlement Offer without first exercising their options so that the underlying shares are issued and holders are registered by the Record Date.

Eligible Shareholders may also apply for New Shares in excess of their entitlement ( Additional New Shares ) under a shortfall facility. Any Additional New Shares will be limited to the extent that there are New Shares not taken up under the Entitlement Offer and to the extent permitted by law. The Company reserves the right to issue the Additional Shares in its absolute discretion. In the event that applications for Additional New Shares exceed the number of Additional New Shares available for issue under the shortfall facility, the Board has determined to exercise its discretion to allocate such Additional New Shares to applicants based on their holdings as at the Record Date.

The Entitlement Offer is non-renounceable. This means Eligible Shareholders who do not wish to subscribe for some or all of their entitlement may not sell or transfer their rights to some or all of their entitlement.

All New Shares will rank equally with existing ordinary shares in the capital of the Company. An indicative timetable for the Entitlement Offer is below.

The Offer Booklet sets out the terms of the Entitlement Offer and contains instructions as to how to apply for New Shares and will be sent to shareholders with a personalised Entitlement and Acceptance Form on or around Wednesday, 4 September 2019.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS.

This announcement and the Entitlement Offer do not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the Securities Act)) (U.S. Person). The New Shares and Additional New Shares offered in the Entitlement Offer have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons absent registration or in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and any other applicable securities laws.

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

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Timetable for key dates

Below is an indicative timetable for the Placement and Entitlement Offer:

EVENT	TIME AND DATE
Announcement of Placement & Entitlement Offer	Tuesday, 27 August 2019
Settlement of new shares issued under the Placement	Thursday, 29 August 2019
Allotment and trading of Placement shares	Friday, 30 August 2019
“Ex” date for Entitlement Offer	Monday, 2 September 2019
Record Date for Entitlement Offer (7pm AEST)	Tuesday, 3 September 2019
Despatch of Offer Booklet Entitlement Offer opens	Friday, 6 September 2019
Entitlement Offer closes	Tuesday, 17 September 2019
Notice of shortfall to ASX	Friday, 20 September 2019
Issue of New Shares under Entitlement Offer (including any Additional New Shares under shortfall facility)	Tuesday, 24 September 2019
New Shares commence trading on a normal settlement basis	Wednesday, 25 September 2019

• Dates and times are indicative only and subject to change. All times and dates refer to the time in Sydney Australia. Weebit reserves the right, subject to the Corporations Act 2001 (Cth), ASX Listing Rules and other applicable laws to vary the dates of the Entitlement Offer, including extending the Entitlement Offer or accepting late applications, either generally or in particular cases, without notice. Accordingly, applicants are encouraged to submit their Entitlement and Acceptance Form as soon as possible after the Entitlement Offer opens. No cooling off rights apply to the Entitlement Offer .

For further information, contact:

Investors

Eric Kuret Market Eye P: +61 3 9591 8904 E: eric.kuret@marketeye.com.au

Media

Tristan Everett Market Eye

P: +61 3 9591 8905

E: tristan.everett@marketeye.com.au

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

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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

Important Information

This Offer Booklet (including the ASX Offer announcements and the enclosed personalised Entitlement and Acceptance Form) have been prepared by Weebit Nano Limited ACN 146 455 576. This Offer Booklet is dated 27 August 2019.

No party other than WBT has authorised or caused the issue of this Offer Booklet, or takes any responsibility for, or makes, any statements, representations or undertakings in this Offer Booklet.

This Offer Booklet is important and requires your immediate attention.

You should read this Offer Booklet carefully and in its entirety before deciding whether to invest in New Shares. In particular, you should consider the risk factors outlined in the “Key Risks” section of this Offer Booklet that could affect the operating and financial performance of WBT or the value of an investment in WBT.

You should consult your stockbroker, accountant or other independent professional adviser to evaluate whether or not to participate in the Entitlement Offer.

WBT has applied for the grant by ASX of official quotation of the New Shares and Additional New Shares.

1. Eligible Shareholders

This Offer Booklet contains an offer of New Shares and Additional New Shares to Eligible Shareholders in Australia and New Zealand and has been prepared in accordance with section 708AA of the Corporations Act.

Neither this Offer Booklet nor the Entitlement and Acceptance Form are required to be lodged or registered with ASIC and no prospectus for the Entitlement Offer will be prepared. These documents do not contain or purport to contain all of the information that a prospective investor may require in evaluating an investment in WBT. They do not contain all the information which would be required to be disclosed in a prospectus.

Eligible Shareholders are those holders of Shares who:

• are registered as a holder of Shares as at 7.00pm (AEST) on 3 September 2019 ( Record Date );

• as at the Record Date, have a registered address in Australia or New Zealand or WBT has otherwise determined is eligible to participate;

• are not in the United States or a U.S. Person acting for the account or benefit of a U.S. Person; and

• are eligible under all applicable securities laws to receive an offer under the Entitlement Offer without any requirement for a prospectus or offer document to be lodged or registered.

By returning a completed Entitlement and Acceptance Form or making a payment by BPAY®, you will be taken to have represented and warranted that you satisfy each of the criteria listed above. Eligible Shareholders who are nominees, trustees or custodians are therefore advised to seek independent professional advice as to how to proceed.

Holders of options issued by Weebit cannot participate in the Entitlement Offer without first exercising their options so that the underlying shares are issued and holders are registered by the Record Date.

2. Ineligible Shareholders

All Shareholders who are not Eligible Shareholders are ineligible Shareholders ( Ineligible Shareholders ). Ineligible Shareholders will not be entitled to participate in the Entitlement Offer.

WBT has determined pursuant to section 9A(3) of the Corporations Act and ASX Listing Rule 7.7.1, that it would be unreasonable on this occasion to extend the Entitlement Offer to Ineligible Shareholders,

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having regard to the number of securities held by Ineligible Shareholders, the number and value of the securities that would otherwise be offered for issue, and the costs of complying with the legal and regulatory requirements which would apply to an offer of securities to Ineligible Shareholders in various jurisdictions.

3. No cooling off rights

Cooling off rights do not apply to an investment in New Shares and Additional New Shares. You cannot withdraw your application once it has been accepted.

4. Rights trading

Entitlements are non-renounceable and cannot be traded on ASX or any other exchange, nor can they be privately transferred.

5. Shortfall

Eligible Shareholders who take up their Entitlements in full may also apply for Additional New Shares in excess of their Entitlements, at the Offer Price. The availability of Additional New Shares will be limited to the Entitlements attributable to Eligible Shareholders that do not take up their Entitlements. In the event it is necessary to scale-back applications for Additional New Shares (where there are more applications for Additional New Shares than there is Shortfall) then the scale back will be on a pro-rata basis based on your Entitlement. To the extent that any Shortfall Shares remain at the Closing Date, the Board also reserves the right to place any Shortfall Shares at their discretion within three months after the Closing Date.

For the purpose of this Offer Booklet, Shortfall Shares means New Shares available under the Entitlement Offer that are not subscribed for by Eligible Shareholders by the Closing Date.

6. Minimum subscription

There is no minimum subscription for the Entitlement Offer.

7. ASX quotation

On 27 August 2019, WBT made an application to ASX for admission of the New Shares and Additional New Shares offered under this Offer Booklet.

If the New Shares and Additional New Shares are not admitted to official quotation on the ASX within three months after the date of this Offer Booklet, or such longer period as is permitted by the Corporations Act, none of the New Shares and Additional New Shares will be issued. In that circumstance, all applications for New Shares and Additional New Shares will be dealt with in accordance with Section 724 of the Corporations Act.

8. Not investment advice

This Offer Booklet is not a prospectus under the Corporations Act and has not been lodged with ASIC. It is also not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. WBT is not licensed to provide financial product advice in respect of the New Shares and Additional New Shares. This Offer Booklet does not purport to contain all the information that you may require to evaluate a possible application for New Shares and Additional New Shares, nor does it contain all the information which would be required in a prospectus prepared in accordance with the requirements of the Corporations Act. It should be read in conjunction with WBT’s other periodic statements and continuous disclosure announcements lodged with ASX, which are available at http://www.asx.com.au

Before deciding whether to apply for New Shares and Additional New Shares, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. If, after reading the Offer Booklet, you have any questions about the Entitlement Offer, you should contact your stockbroker, accountant or other independent professional adviser.

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9. Issue of New Shares and Additional New Shares

New Shares and Additional New Shares will be issued as soon as practicable after the close of the Entitlement Offer and holding statements are anticipated to be despatched on 24 September 2019. Issues of New Shares and Additional New Shares under the Offer will only be made after permission for their quotation on ASX has been granted.

Subscription money will be held in a subscription account until the New Shares and Additional New Shares are issued. This account will be established and kept by WBT on behalf of each participating Eligible Shareholder.

Interest earned on the subscription money will be for the benefit of WBT, and will be retained by WBT irrespective of whether New Shares and Additional New Shares are issued.

10. Rights Attaching to New Shares and Additional New Shares

The New Shares and Additional New Shares issued will rank equally with the existing ordinary shares on issue. The rights and liabilities attaching to the New Shares and Additional New Shares are set out in the constitution of WBT, the ASX Listing Rules and the Corporations Act.

11. Privacy Statement

If you complete an application for New Shares and Additional New Shares, you will be providing personal information to WBT (directly or by Computershare Investor Services Pty Ltd). WBT collects, holds and will use that information to assess your application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Share Registry.

You can access, correct and update the personal information that is held about you. If you wish to do so please contact Computershare Investor Services Pty Ltd at the relevant contact numbers set out in this Offer Booklet.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if the information required on the application for New Shares and Additional New Shares is not provided, WBT may not be able to accept or process your application.

12. Taxation

Shareholders should be aware that there may be taxation implications of participating in the Offer. Shareholders should consult their own professional taxation advisers to obtain advice in relation to the taxation laws and regulations applicable to their personal circumstances.

13. Rounding of Entitlements

Where fractions arise in the calculation of Entitlements, they will be rounded down to the nearest whole number of New Shares and Additional New Shares.

14. Offer Booklet availability

Eligible Shareholders in Australia and New Zealand can obtain a copy of this Offer Booklet during the period of the Entitlement Offer by accessing the ASX website or by contacting the WBT company secretary. Persons who access the electronic version of this Offer Booklet should ensure that they download and read the entire Offer Booklet. The electronic version of this Offer Booklet on the ASX website will not include a personalised Entitlement and Acceptance Form.

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A replacement Entitlement and Acceptance Form can be requested by contacting WBT’s Investor Relations provider (Market Eye) on 03 9591 8900 (in Australia) or +61 3 9591 8900 (outside Australia) between 8.00am to 7.00pm (Sydney time) Monday to Friday.

This Offer Booklet (including the accompanying personalised Entitlement and Acceptance Form) may not be distributed to or relied upon by, persons in the United States or that are, or are acting on behalf of or for the account or benefit of, a U.S. Person, or otherwise distributed in the United States.

15. Future performance and forward looking statements

This Offer Booklet contains certain “forward looking statements”. Forward looking statements should or can generally be identified by the use of forward looking words such as “anticipate”, “believe”, “expect”, “project”, “forecast”, “estimate”, “likely”, “intend”, “should”, “will”, “could”, “may”, “target”, “plan” and other similar expressions within the meaning of securities laws of applicable jurisdictions. Indications of, and guidance or outlook on, future earnings, distributions or financial position or performance are also forward looking statements. The forward looking statements contained in this Offer Booklet involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of WBT, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct.

Forward looking statements may also be based on estimates and assumptions which are subject to change. Actual results, performance or achievements may vary materially for many projections because events and actual circumstances frequently do not occur as forecast and these differences may be material. These statements may assume the success of WBT’s business strategies. The success of any of these strategies is subject to uncertainties and contingencies beyond WBT’s control (including uncertainties described in the “Key Risks” section in this Offer Booklet), and no assurance can be given that any of the strategies will be effective or that the anticipated benefits from the strategies will be realised in the period for which the forward looking statements may have been prepared or otherwise. Readers are cautioned not to place undue reliance on forward looking statements and, except as required by law, WBT assumes no obligation to update or revise such information to reflect any change in expectations or assumptions. The inclusion of the forward looking statements in this Offer Booklet should not be regarded as a representation, warranty or guarantee with respect to its accuracy or the accuracy of the underlying assumptions or that WBT will achieve, or is likely to achieve, any particular results.

16. Past performance

Investors should note that the past share price performance of WBT provides no guidance as to future share price performance.

17. Governing law

This Offer Booklet, the Entitlement Offer and the contracts formed on acceptance of Entitlement Offers pursuant to the personalised Entitlement and Acceptance Forms are governed by the laws applicable in New South Wales, Australia. Each applicant for New Shares and Additional New Shares submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

18. Foreign jurisdictions

No overseas offering

This Offer Booklet and the accompanying Entitlement and Acceptance Form do not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. In particular, this Offer Booklet does not constitute an offer to Ineligible Shareholders.

This Offer Booklet is not to be distributed in, and no offer of New Shares and Additional New Shares is to be made, in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer.

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No action has been taken to register or qualify the Entitlement Offer, the Entitlements or the New Shares and Additional New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia and New Zealand.

The distribution of this Offer Booklet (including an electronic copy) outside Australia and New Zealand, is restricted by law. If you come into possession of the information in this booklet, you should observe such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.

New Zealand

The New Shares and Additional New Shares are not being offered or sold to the public within New Zealand other than to existing holders of Shares with registered addresses in New Zealand to whom the Entitlement Offer is being made in reliance on the Financial Markets Conduct Act 2013 (New Zealand) (the “ FMC Act ”) and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (New Zealand).

This Offer Booklet has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

United States

This Offer Booklet and the accompanying Application Form do not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States, or for the account or benefit of, any “U.S. Person” (as defined in Rule 902(k) under the U.S. Securities Act of 1933, as amended ( U.S. Securities Act ) ( U.S. Person ). Neither this Offer Booklet nor the Application Form may be distributed to, or relied upon by, persons in the United States or U.S. Persons or persons who are acting for the account or benefit of persons in the United States or U.S. Persons. The New Securities have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares and Additional New Shares may only be offered and sold outside the United States to persons that are not U.S. Persons and are not acting for the account or benefit of U.S. Persons in “offshore transactions” as defined in and in reliance on Regulation S under the U.S. Securities Act ( Regulation S ) and the laws of the jurisdiction in which such securities are offered and sold.

19. Withdrawal of Offer

The Directors reserve the right to withdraw all or part of the Offer at any time prior to the issue of New Shares or Additional New Shares, in which case WBT will refund Application Monies in accordance with the Corporations Act without payment of interest.

20. Disclaimer of representations

No person is authorised to give any information, or to make any representation, in connection with the Entitlement Offer that is not contained in this Offer Booklet.

Any information or representation that is not in this Offer Booklet may not be relied on as having been authorised by WBT, or its related bodies corporate in connection with the Entitlement Offer. Except as required by law, and only to the extent so required, none of WBT, or any other person, warrants or guarantees the future performance of WBT or any return on any investment made pursuant to this Offer Booklet.

21. Risk factors

An investment in WBT involves general risks associated with an investment in the share market. The price of New Shares and Additional New Shares may rise or fall.

There are also a number of risk factors, both specific to WBT and of a general nature, which may affect the future operating and financial performance of WBT and the value of an investment in WBT. Before deciding to invest in WBT, prospective investors should carefully consider the “Key Risks” section in this Offer Booklet.

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Key Risks

1. Introduction

This section describes the key risks of investing in WBT together with the risk relating to participation in the Entitlement Offer. You should consult your own professional, financial, legal and tax advisers about the risks and suitability of investing in light of your particular circumstances.

This is not an exhaustive list of the relevant risks and the risks set out below are not in order of importance. The risks set out below and other risks not specifically referred to may in the future materially adversely affect the value of the New Shares and their performance. Accordingly, no assurance or guarantee of future performance or profitability is given by WBT in respect of the New Shares.

In deciding whether to participate in the Entitlement Offer, you should read this Offer Booklet in its entirety and carefully consider the risks outlined in this section. You should also consider publicly available information on WBT and examine the full content of this Offer Booklet.

2. Risks in Respect of WBT’s Current Operations

(a) Funding risk

WBT currently operates on a negative cash operating basis in that its operating expenses exceed its revenue, which is negligible. Neither the Placement nor the Entitlement Offer is underwritten. There is no minimum subscription for the Entitlement Offer. There is no guarantee that the monies raised under the Capital Raising will be adequate or sufficient to achieve its stated objectives or meet the ongoing funding requirements of WBT under its current business plan.

If the Capital Raising does not achieve the amount of capital sought, or WBT requires access to further funding at any stage in the future, there can be no assurance that additional funds will be available either at all or on terms and conditions which are commercially acceptable to WBT. If WBT is unable to obtain such capital, it may be required to reduce the scope of its anticipated activities, which could adversely affect its business, financial condition and operating results.

(b) Existing technology risks

Current memory storage technologies like DRAM, NAND Flash and NOR Flash face technological barriers to meet long term customer requirements and demands. These barriers include the ability to reduce costs, improve power consumption and improve reliability. Existing memory technologies may however be able to overcome these barriers and remain as the leading and customer preferred technology.

(c) Competition and new technologies

The industry in which WBT is involved is subject to increasing domestic and global competition which is fast-paced and fast-changing. There are various companies working to develop alternative data storage solutions, including the development of technologies that are based on the concept of ReRAM.

While WBT will undertake all reasonable due diligence in its business decisions and operations, WBT will have no influence or control over the activities or actions of its competitors, whose activities or actions may positively or negatively affect the operating and financial performance of WBT’s projects and business. For instance, new technologies could result in the ReRAM Technology not being differentiated from other similar offerings.

The size and financial strength of some of WBT’s competitors may make it difficult for it to maintain a competitive position in the technology market. In particular, WBT’s ability to acquire additional technology interests could be adversely affected if it is unable to respond effectively and/or in a timely manner to the strategies and actions of competitors and potential competitors or the entry of new competitors into the market. This may in turn impede the financial condition and rate of growth of WBT.

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The key competition risk is in achieving appreciable market share and differentiation from its key competitors.

(d) Sales and marketing success

WBT is seeking to develop and market the ReRAM technology. By its nature, there is no guarantee that the ReRAM technology development and marketing campaign will be successful. In the event that it is not successful, WBT may encounter difficulty creating market awareness of the ReRAM technology. This would likely have an adverse impact on WBT’s potential profitability.

Even if WBT does successfully commercialise the ReRAM technology, there is a risk WBT will not achieve an acceptable commercial return. For example, new technology may overtake WBT’s technology.

(e) Staff Risk

There is a risk that knowledge will be lost in the event that development staff who have knowledge of the technology and business staff resign or retire. This involves the risk that those staff will have information in respect of WBT’s intellectual property which has a commercial value, as well as an opportunity cost for replacement of those staff and subsequent training.

(f) Licensed intellectual property

WBT has licensed intellectual property from a university in the United States for a fixed period of time. There is no guarantee that the license agreement will not be terminated and as a result, other competitors may gain access to the intellectual property used by WBT developing the ReRAM technology. Breach of any licence agreements, or infringement of the licensed intellectual property by third parties, may have an adverse impact on WBT’s ability to develop the ReRAM technology.

(g) Protection of intellectual property rights

WBT continues to pursue intellectual property protection in the form of patents for newly developed technologies. However, if WBT fails to protect its intellectual property rights, competitors may gain access to its technology which may harm its business.

Securing rights to intellectual property, and in particular patents, is an integral part of securing potential product value from the development of information technology. Competition in retaining and sustaining protection of intellectual property and the complex nature of intellectual property can lead to expensive and lengthy patents disputes for which there can be no guaranteed outcome.

Legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain. Effective patent, trademark, copyright and trade secret protection may not be available to WBT in every country in which the ReRAM technology may eventually be sold. Accordingly, despite its efforts, WBT may not be able to prevent third parties from infringing upon or misappropriating the intellectual property.

Market conditions depending, WBT may be required to incur significant expenses in monitoring and protecting future intellectual property rights. It may initiate or otherwise be involved in litigation against third parties for infringement, or to establish the validity, of its rights. Any litigation, whether or not it is successful, could result in significant expense to WBT and cause a distraction to management.

In addition, unauthorised use of the “Weebit” brand in counterfeit products or services may not only result in potential revenue loss, but also have an adverse impact on its brand value and perceptions of its product qualities.

(h) Currency Risk

WBT expects to derive a majority of its revenue from the United States, in US dollars. WBT will also be required to pay fees in the currency for the State of Israel (shekel) as well as the Australian dollar. Accordingly, changes in the exchange rate between the US dollar and the Australian dollar or the Israel shekel and the Australian dollar would be expected to have a direct effect on the performance

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of WBT.

3. Offer and General risks

(a) Share Price Fluctuations

The market price of Shares will fluctuate due to various factors, many of which are non-specific to WBT, including recommendations by brokers and analysts, Australian and international general economic conditions, inflation rates, interest rates, changes in government, fiscal, monetary and regulatory policies, global geo-political events and hostilities and acts of terrorism, and investor perceptions. Fluctuations such as these may adversely affect the market price of the Shares. Neither WBT nor the directors warrant the future performance of WBT or any return on investment in WBT.

(b) Dilution Risk

Eligible Shareholders that do not take up all or part of their Entitlements will be diluted by not participating to the full extent in the Entitlement Offer and will not be exposed to future increases or decreases in the price of those shares which would have been issued to them had they taken up all of their Entitlement.

(c) Economic Risks

WBT is exposed to economic factors in the ordinary course of business. A number of economic factors / conditions, both domestic and global, affect the performance of financial markets generally, which could affect the price at which the New Shares trade on ASX. Among other things, adverse changes in macroeconomic conditions, including movements on international and domestic stock markets, interest rates, exchange rates, cost and availability of credit, general consumption and consumer spending, input costs, employment rates and industrial disruptions, inflation and inflationary expectations and overall economic conditions, economic cycles, investor sentiment, political events and levels of economic growth, both domestically and internationally, as well as government taxation, fiscal, monetary, regulatory and other policy changes may affect the demand for, and price of, the Shares and adversely impact WBT’s business, financial position and operating results. Trading prices can be volatile and volatility can be caused by general market risks such as those that have been mentioned. New Shares in WBT may trade at or below the price at which they commence trading on ASX including as a result of any of the factors that have been mentioned, and factors such as those mentioned may also affect the income, expenses and liquidity of WBT. Additionally, the stock market can experience price and volume fluctuations that may be unrelated or disproportionate to the operating performance of WBT.

(d) Taxation

Future changes in Australian taxation law, including changes in interpretation or application of the law by the courts or taxation authorities in Australia, may affect taxation treatment of an investment in the New Shares, or the holding and disposal of those shares. Further, changes in tax law, or changes in the way tax law is expected to be interpreted, in the various jurisdictions in which WBT operates, may impact the future tax liabilities of WBT.

(e) Accounting Standards

WBT prepares its general purpose financial statements in accordance with Australian International Financial Reporting Standards (AIFRS) and the Corporations Act 2001 (Cth). Australian Accounting Standards are subject to amendment from time to time, and any such changes may impact on WBT’s statement of financial position or statement of financial performance.

(f) Forward-Looking Statements

There can be no guarantee that the assumptions and contingencies on which the forward-looking statements, opinions and estimates are based will ultimately prove to be valid or accurate. The forward-looking statements, opinions and estimates depend on various factors, including known and unknown risks, many of which are outside the control of WBT. Actual performance of WBT may materially differ from forecast performance.

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(g) Dividend Guidance

No assurances can be given in relation to the payment of future dividends. Future determinations as to the payment of dividends by WBT will be at the discretion of WBT and will depend upon the availability of profits, the operating results and financial conditions of WBT, future capital requirements, covenants in relevant financing agreements, general business and financial conditions and other factors considered relevant by WBT. No assurance can be given in relation to the level of tax deferral of future dividends. Tax deferred capacity will depend upon the amount of capital allowances available and other factors.

(h) Changes in Applicable Law and Regulations

WBT is subject to the usual business risk that there may be changes in laws, regulations and government policy which may affect its operations and/or financial performance. Such changes may impact income or operational expenditure. WBT is also subject to the usual risks to changes in taxation regimes and Accounting Standards. There can be no assurance that such changes will not have a material adverse effect on WBT’s business, operational performance or financial results or returns to Shareholders. Adverse changes to tax law may also reduce WBT’s capacity to claim research and incentive grants or rebates, thereby increasing expenses and reducing WBT’s assets.

(i) Cost Inflation

Higher than expected inflation rates generally, or specific to the technology industry, could be expected to increase operating and development costs and potentially reduce the value of future project developments. While, in some cases, such cost increases might be offset by increased selling prices, there is no assurance that this would be possible or that WBT will be in its production and supply phase of its business when this occurs.

4. General Risks Relating to WBT

(a) Additional Requirements for Capital

The capital requirements of WBT depend on numerous factors. Depending on the ability of WBT to generate income from its operations, WBT may require further financing in addition to amounts raised under the Entitlement Offer. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If WBT is unable to obtain additional financing as needed, it may be required to reduce the scope of its anticipated activities which could adversely affect its business, financial condition and operating results.

(b) Reliance on Key Management

The responsibility of overseeing the day-to-day operations and the strategic management WBT depends substantially on its senior management and directors. There can be no assurance that there will be no detrimental impact on the performance of WBT or its growth potential if one or more of these employees cease their employment and suitable replacements are not identified and engaged in a timely manner.

(c) Active market for Shares

There can be no assurance that there will be, or continue to be, an active market for New Shares or that the price of New Shares will increase. As a result, Eligible Shareholders may, upon selling their New Shares, receive a market price for their securities that is less than the price of New Shares offered pursuant to the Entitlement Offer.

(d) Trading Price of Shares

WBT’s operating results, economic and financial prospects and other factors will affect the trading price of the Shares. In addition, the price of New Shares is subject to varied and often unpredictable influences on the market for equities, including, but not limited to general economic conditions including the performance of the Australian dollar on world markets, inflation rates, foreign exchange rates and interest rates, variations in the general market for listed stocks in general, changes to government policy, legislation or regulation, industrial disputes, general operational and business risks and hedging or arbitrage trading activity that may develop involving the New Shares.

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In particular, the share prices for many companies have been and may in the future be highly volatile, which in many cases may reflect a diverse range of non-company specific influences such as global hostilities and tensions relating to certain unstable regions of the world, acts of terrorism and the general state of the global economy. No assurances can be made that WBT’s market performance will not be adversely affected by any such market fluctuations or factors.

(e) Litigation Risks

In the ordinary course of conducting its business, WBT is exposed to potential litigation and other proceedings, including through claims of breach of agreements, intellectual property infringement or in relation to employees (through personal injuries, occupational health and safety or otherwise). If such proceedings were brought against WBT, it would incur considerable defence costs (even if successful), with the potential for damages and costs awards against WBT if it were unsuccessful, which could have a significant negative financial effect on WBT’s business. Changes in laws can heighten litigation risk (for example, antitrust and intellectual property). Circumstances may also arise in which WBT, having received legal advice, considers that it is reasonable or necessary to initiate litigation or other proceedings, including for example to protect its intellectual property rights.

(f) Economic Risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on WBT’s activities, as well as on its ability to fund those activities.

Further, share market conditions may affect the value of WBT’s securities regardless of WBT’s operating performance. Share market conditions are affected by many factors such as:

• (i) general economic outlook;

• (ii) interest rates and inflation rates;

• (iii) currency fluctuations;

• (iv) changes in investor sentiment toward particular market sectors;

• (v) the demand for, and supply of, capital; and

• (vi) terrorism or other hostilities.

(g) Force Majeure

WBT, now or in the future, may be adversely affected by risks outside the control of WBT including labour unrest, civil disorder, war, subversive activities or sabotage, extreme weather conditions, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.

(h) Acquisitions

As part of its business strategy, WBT may make acquisitions of, or significant investments in, companies, products, technologies and/or products that are complementary to WBT’s business. Any such future transactions are accompanied by the risks commonly encountered in making acquisitions of companies, products and technologies, such as integrating cultures and systems of operation, relocation of operations, short term strain on working capital requirements, achieving the sales and margins anticipated and retaining key staff and customer and supplier relationships.

(i) Joint Venture Parties, Agents, Suppliers, Distributors and Contractors

WBT is unable to predict the risk of financial failure or default by a participant in any joint venture to which WBT is or may become a party or the insolvency or managerial failure by any of the contractors used by WBT in any of its activities or the insolvency or other managerial failure by any of the other service providers used WBT for any activity. WBT may engage with various third parties to assist with different stages of the research and development process, including agents, suppliers, distributors and contractors, and there is no guarantee that these third parties will comply with their respective contractual obligations. This could adversely impact WBT’s progress and cause delays in research or

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production, or cost increases.

(j) Insurance and Uninsured Risks

Although WBT maintains insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance will not cover all the potential risks associated with its operations and insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. It is not always possible to obtain insurance against all such risks and WBT may decide not to insure against certain risks because of high premiums or other reasons.

5. Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by WBT or by investors in WBT. The above factors, and others not specifically referred to above may, in the future, materially affect the financial performance of WBT and the value of WBT’s securities.

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Corporate Directory

WEEBIT NANO LIMITED

ACN 146 455 576

COMPANY SECRETARY

Mark Licciardo Mertons Corporate Services Pty Ltd Level 7, 330 Collins Street Melbourne VIC 3000

REGISTERED OFFICE

Level 7, 330 Collins St Melbourne VIC 3000

INVESTOR RELATIONS PROVIDER

Market Eye Pty Ltd Level 8, 360 Collins St Melbourne VIC 3000, Australia

LEAD MANAGER TO PLACEMENT

Lodge Corporate Pty Ltd Level 6, 90 Collins Street Melbourne VIC 3000

LEGAL ADVISER

King & Wood Mallesons Level 61, 1 Farrer Place Sydney NSW 2000

SHARE REGISTRY

Computershare Investor Services Pty Ltd Yarra Falls 452 Johnston St Abbotsford VIC 3067 +61 3 9415 4000

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