WEEBIT NANO LTD — Capital/Financing Update 2019

Aug 26, 2019

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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

Office: +972-9-7797832 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

Office: +972-9-7797832 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