WEEBIT NANO LTD — Capital/Financing Update 2021

Nov 9, 2021

Proposed issue of securities

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Announcement Summary

Entity name

WEEBIT NANO LTD

Announcement Type

New announcement

Date of this announcement

10/11/2021

The Proposed issue is:

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A standard pro rata issue (including non-renounceable or renounceable) A placement or other type of issue

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
WBT	ORDINARY FULLY PAID	3,169,014

Ex date

12/11/2021

+Record date

15/11/2021

Offer closing date

29/11/2021

Issue date

6/12/2021

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	9,040,147

Proposed +issue date

15/11/2021

Refer to next page for full details of the announcement

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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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

Registration Number

ACN 146455576

1.3 ASX issuer code

WBT

1.4 The announcement is

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New announcement

1.5 Date of this announcement

10/11/2021

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable) A placement or other type of issue

1.6a The proposed standard +pro rata issue is:

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• Non-renounceable

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - 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

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 If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? No Yes

Details of +securities proposed to be issued

ASX +security code and description

WBT : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

The quantity of additional +securities For a given quantity of +securities to be issued held 1 41

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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 3,169,014 whole number

Offer price details for retail security holders

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 2.84000

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?

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Yes

Describe the limits on over-subscription

Eligible shareholders who are not related parties of WBT and take up all of their entitlement can apply for additional new ordinary shares in WBT in excess of their entitlement (Additional New Shares). The Additional New Shares will only be offered from any available shortfall, being the entitlements not taken up by other eligible shareholders and entitlements of ineligible shareholders.

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

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Yes

Describe the scale back arrangements

The offer of Additional New Shares is subject to any scale back which WBT may apply in its absolute discretion.

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

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Yes

Details of company options where holders entitled to participate in the offer

ASX +security code and description

WBTOA : OPTION EXPIRING 30-JAN-2022

Date Option must be exercised by

15/11/2021

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Part 3C - Timetable

3C.1 +Record date

15/11/2021

3C.2 Ex date

12/11/2021

3C.4 Record date

15/11/2021

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

18/11/2021

3C.6 Offer closing date

29/11/2021

3C.7 Last day to extend the offer closing date

24/11/2021

3C.9 Trading in new +securities commences on a deferred settlement basis

30/11/2021

3C.11 +Issue date and last day for entity to announce results of +pro rata issue

6/12/2021

3C.12 Date trading starts on a normal T+2 basis

7/12/2021

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

9/12/2021

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

Canaccord Genuity (Australia) Limited (Canaccord)

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

An amount equals to 3% of the total funds raised under the entitlement offer will be paid to Canaccord.

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3E.2 Is the proposed offer to be underwritten?

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No

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

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Details of fees and costs in connection with the proposed offer are disclosed in the Prospectus lodged by WBT with the ASX on 10 November 2021.

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

• Migrating ReRAM technology to smaller geometries

• Continued development of the discrete memory component

• Constant improvement of the technology parameters

• Expanding marketing and sales activities

• General working capital requirements.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?

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No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

All countries other than Australia and New Zealand.

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities

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Yes

3F.5a Please provide further details of the offer to eligible beneficiaries

The Entitlement Offer will be made available to nominees with a registered address in Australia or New Zealand who were registered as the holder of WBT at 7.00pm (Sydney time) on Monday, 15 November 2021 and who held those securities on behalf of underlying beneficial holders (wherever they reside), except to the extent that those underlying beneficial holders are not an eligible securityholder. The Entitlement Offer is not available to securityholders that are in the United States or who are, or are acting for the account or benefit of, persons in the United States.

3F.6 URL on the entity's website where investors can download information about the proposed issue

https://weebitnano2021nrri.thereachagency.com

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3F.7 Any other information the entity wishes to provide about the proposed issue

Please refer to ASX announcement lodged by WBT on 10 November 2021

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes

3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 1/2/2022 Estimated

Comments

Approximately 105,633 fully paid ordinary shares will be issued to participating directors under the Placement subject to shareholders approval. The date for the shareholders meeting is to be determined.

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

9,040,147

Offer price details

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

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Yes

In what currency is the cash

What is the issue price per

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consideration being paid?	+security?
AUD - Australian Dollar	AUD 2.84000

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

Part 7C - Timetable

7C.1 Proposed +issue date

15/11/2021

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? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

Approximately 9,040,147 fully paid ordinary shares will be issued without security holder approval using WBT's placement capacity under listing rule 7.1. Approximately 105,633 fully paid ordinary shares will be issued to participating directors subject to shareholders approval. 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)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

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

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Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

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

Details of fees and costs in connection with the proposed offer are disclosed in the Prospectus lodged by WBT with the ASX on 10 November 2021.

Part 7F - Further Information

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

• Migrating ReRAM technology to smaller geometries

• Continued development of the discrete memory component

• Constant improvement of the technology parameters

• Expanding marketing and sales activities

• General working capital requirements.

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

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued

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