WEEBIT NANO LTD — Capital/Financing Update 2020

Nov 24, 2020

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name

WEEBIT NANO LTD

Announcement Type

New announcement

Date of this announcement

Wednesday November 25, 2020

The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

==> picture [8 x 8] intentionally omitted <==

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

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

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
WBT	ORDINARY FULLY PAID	1,764,706

+Record date

Tuesday November 24, 2020

Offer closing date

Tuesday December 15, 2020

+Issue date

Tuesday December 22, 2020

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

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
WBT	ORDINARY FULLY PAID	7,058,824

Proposed +issue date

Tuesday December 1, 2020

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 9

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 1 - Entity and announcement details

1.1 Name of +Entity

WEEBIT NANO LTD

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

1.2 Registered Number Type

ACN

Registration Number

146455576

1.3 ASX issuer code

WBT

1.4 The announcement is

==> picture [8 x 9] intentionally omitted <==

New announcement

1.5 Date of this announcement

Wednesday November 25, 2020

1.6 The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

==> picture [8 x 8] intentionally omitted <==

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

Proposed issue of securities

2 / 9

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 - Are any of the following approvals required for the offer of +securities under the +securities purchase plan issue to be unconditional?

+Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

==> picture [8 x 8] intentionally omitted <==

No

Part 4B - Offer details

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

ASX +security code and description

WBT : ORDINARY FULLY PAID Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description WBT : ORDINARY FULLY PAID Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 1,764,706

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? Yes Describe the minimum subscription condition

The minimum application amount under the SPP Offer is A$2,500, subject to any Scale-back. All applications must be in increments of A$2,500.

Proposed issue of securities

3 / 9

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? Yes

Describe the maximum subscription condition

Eligible Shareholders may apply to purchase a parcel of New Shares above a minimum of A$2,500 and only in increments of A$2,500, up to a maximum of A$30,000.

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

Is the minimum acceptance unit based or dollar based? Dollar based ($) Please enter the minimum acceptance value $ 2,500 Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? Yes

Is the maximum acceptance unit based or dollar based? Dollar based ($) Please enter the maximum acceptance value $ 30,000 Describe all the applicable parcels available for this offer in number of securities or dollar value The minimum application amount under the SPP Offer is A$2,500, subject to any Scale-back. All applications must be in increments of A$2,500. Applications under the SPP Offer may only be made for the following amounts: (a) A$2,500; (b) A$5,000; (c) A$7,500; (d) A$10,000; (e) A$12,500; (f) A$15,000, (g) A$17,500, (h) A$20,000, (i) A$22,500, (j) A$25,000, (k) A$27,500, and (l) A$30,000.

Offer price details

Has the offer price been determined?

==> picture [8 x 8] intentionally omitted <==

Yes

In what currency will the offer What is the offer price per be made? +security? AUD - Australian Dollar AUD 1.70000

Proposed issue of securities

4 / 9

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Oversubscription & Scale back details

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

The Company may decide to scale back applications under the SPP at its absolute discretion

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

Part 4C - Timetable

4C.1 Date of announcement of +security purchase plan

Wednesday November 25, 2020

4C.2 +Record date

Tuesday November 24, 2020

4C.3 Date on which offer documents will be made available to investors

Wednesday December 2, 2020

4C.4 Offer open date

Wednesday December 2, 2020

4C.5 Offer closing date

Tuesday December 15, 2020

4C.6 Announcement of results

Friday December 18, 2020

4C.7 +Issue date

Tuesday December 22, 2020

Part 4D - Listing Rule requirements

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

Proposed issue of securities

5 / 9

Proposed issue of securities

Part 4E - Fees and expenses

==> picture [21 x 22] intentionally omitted <==

4E.1 Will there be a lead manager or broker to the proposed offer? No

4E.2 Is the proposed offer to be underwritten? No

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

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

Part 4F - Further Information

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

Shift to 300nm/28nm technology in the embedded memory market Accelerate the next phase of the standalone memory technology project Accelerate research of neuromorphic computing architectures General working capital and costs

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

4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer Countries other than Australia and New Zealand

4F.3 URL on the entity's website where investors can download information about the proposed offer https://weebit-nano.com/

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

Proposed issue of securities

6 / 9

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

==> picture [8 x 8] intentionally omitted <==

No

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

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

Details of +securities proposed to be issued

ASX +security code and description

WBT : ORDINARY FULLY PAID

Number of +securities proposed to be issued

7,058,824

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 1.70000

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

Proposed issue of securities

7 / 9

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 7C - Timetable

7C.1 Proposed +issue date

Tuesday December 1, 2020

Part 7D - Listing Rule requirements

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

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? No

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

7,058,824

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

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

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

Part 7E - Fees and expenses

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

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

Canaccord Genuity (Australia) Limited

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

Capital raising fee of 5% of the total gross proceeds

Proposed issue of securities

8 / 9

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Total tentative expected costs - $800,000

Part 7F - Further Information

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

Shift to 300nm/28nm technology in the embedded memory market Accelerate the next phase of the standalone memory technology project Accelerate research of neuromorphic computing architectures General working capital and costs

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

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

Proposed issue of securities

9 / 9