WEEBIT NANO LTD — Capital/Financing Update 2021

Nov 9, 2021

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10 November 2021

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Dear Option holder,

Non-renounceable Entitlement Offer

As announced today, Weebit Nano Limited (ABN 15 146 455 576) ( Company ) (ASX Code: WBT) is seeking to raise up to approximately $9.0 million (before costs) by way of a non-renounceable pro rata entitlement offer ( Entitlement Offer ) under a transaction-specific prospectus in accordance with section 173 of the Corporations Act 2001 (Cth) ( Prospectus ).

Under the Entitlement Offer, the Company will offer new fully paid ordinary shares in the capital of the Company ( New Shares ) to Eligible Shareholders (as defined below) at an issue price of $2.84 each on the basis of 1 new share for every 41 shares held at 7.00pm (AEST) on 15 November 2021 ( Record Date ).

The Entitlement Offer is being made to all shareholders of the Company on the Record Date whose registered address is in Australia or New Zealand, or the Company has otherwise determined is eligible to participate ( Eligible Shareholders ). Full details of the Entitlement Offer will be set out in the Prospectus to be despatched to Eligible Shareholders on or about 18 November 2021, together with a personalised Entitlement and Acceptance Form.

The Prospectus is available on ASX’s website and the offer website at https://weebitnano2021nrri.thereachagency.com.

Under the terms of the options you currently hold, there is no entitlement to participate in the Entitlement Offer, unless you exercise your options and are entered onto the register as an Eligible Shareholder on or before the Record Date . Under the terms of your options you are entitled to receive notice of the record date set for the purposes of determining entitlements to any new issue of capital. The purpose of this letter is to give you that notice in order to permit you to participate in the Entitlement Offer, should you wish to do so.

If you are not a shareholder and wish to participate in the Entitlement Offer, or if you are already a shareholder but also wish to participate in the Entitlement Offer in respect of your option holdings, it will be necessary for you to exercise all or part of your options, and the shares in respect of those options must have been issued to you before the Record Date. If you wish to do so, you should complete a Notice of Exercise of Options and lodge it with the Company, together with your payment for the number of options you wish to exercise. If the Notice of Exercise of Options together with payment in full for the relevant number of options being exercised is not received prior to 15 November 2021, you will not be able to participate in the Entitlement Offer in respect of the shares to be issued upon exercise of those options.

If you do not wish to participate in the Entitlement Offer (in respect of your options), you do not need to take any action. This letter is only intended to inform you of your rights in relation to your options. This letter is not an offer or an invitation to acquire shares in the Company or to participate in the Entitlement Offer.

For further information on the Entitlement Offer, or how to deal with the Entitlement Offer, please contact the Company's Investor Relations provider (Market Eye) on 03 9591 8901 between 9.00am to 5.00pm (Sydney time) Monday to Friday.

Yours sincerely David Perlmutter Chairman

Important Notice

This letter is not a prospectus or offering document under Australian law or under any other law. No action has been or will be taken to register, qualify or otherwise permit a public offering of the New Shares in any jurisdiction outside Australia and New Zealand. This letter is for information purposes only and does not constitute or form part of an offer, invitation, solicitation, advice or recommendation with respect to the issue, purchase or sale of any New Shares in the Company.

This notice does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. The New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 (the Securities Act ) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold in the United States unless they are registered under the Securities Act or unless they are offered or sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable U.S. state securities laws. The New Shares to be offered and sold in the Capital Raising may only be offered and sold outside the United States in “offshore transactions” (as defined in Regulation S under the Securities Act) in reliance on Regulation S under the Securities Act.

The provision of this document is not, and should not be considered as, financial product advice. The information in this document is general information only, and does not take into account your individual objectives, taxation position, financial situation or needs. If you are unsure of your position, please contact your accountant, tax advisor, stockbroker or other professional advisor.