WEEBIT NANO LTD — Capital/Financing Update 2023

Mar 29, 2023

Proposed issue of securities

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Update Summary

Entity name

WEEBIT NANO LTD

Announcement Type

Update to previous announcement

Date of this announcement

30/3/2023

Reason for update to a previous announcement

The date on which offer documents for the SPP will be made available to investors has been brought forward to the 30th of March 2023.

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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Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

The date on which offer documents for the SPP will be made available to investors has been brought forward to the 30th of March 2023.

1.4b Date of previous announcement to this update

23/3/2023

1.5 Date of this announcement

30/3/2023

1.6 The Proposed issue is:

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

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Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan issue can proceed on an unconditional basis? No

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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 2,000,000

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)? No

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)? No

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

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Describe all the applicable parcels available for this offer in number of securities or dollar value
Eligible shareholders may apply for a parcel of New Shares with a dollar value of $2,500, $5,000,
$10,000, $15,000, $20,000, $25,000 or $30,000.
Offer price details
Has the offer price been determined?
Yes
In what currency will the offer What is the offer price per
be made? +security?
AUD - Australian Dollar AUD 5.00000
Oversubscription & Scale back details
Will a scale back be applied if the offer is over-subscribed?
Yes
Describe the scale back arrangements
Weebit intends to cap the offer under the security purchase plan (SPP Offer) at $10 million and
applications over this amount may be scaled back at the absolute discretion of Weebit (or any higher
cap Weebit applies in its absolute discretion). If there is a scale back, the difference between the
application monies received, and the number of New Shares allocated multiplied by the Offer Price, will
be refunded without interest.
Will these +securities rank equally in all respects from their issue date with the existing issued
+securities in that class?
Yes
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Part 4C - Timetable 4C.1 Date of announcement of +security purchase plan 23/3/2023 4C.2 +Record date 22/3/2023 4C.3 Date on which offer documents will be made available to investors 30/3/2023 4C.4 Offer open date 3/4/2023 4C.5 Offer closing date 19/4/2023

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4C.7 +Issue date and last day for entity to announce results of +security purchase plan offer

26/4/2023

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?

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No

4D.1a 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?

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Yes

4D.1a ( 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?

2,000,000

4D.1b 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

Part 4E - Fees and expenses

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

4E.2 Is the proposed offer to be underwritten?

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No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission?

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No

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

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Part 4F - Further Information

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

To fund the ongoing development of Weebit's proprietary ReRam NVM technology, to support ongoing commercialisation activities and for general working capital purposes.

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

Any country outside of Australia and New Zealand.

4F.3 URL on the entity's website where investors can download information about the proposed offer

• • https://www.weebit nano.com/investors/corporate governance/

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

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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? No

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description WBT : ORDINARY FULLY PAID Number of +securities proposed to be issued 9,000,000 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 5.00000

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

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Part 7C - Timetable

7C.1 Proposed +issue date

29/3/2023

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?

9,000,000

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? 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?

Jeffries (Australia) Pty Ltd and Canaccord Genuity (Australia) Limited.

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

An underwriting fee of 2.5% and a management and selling fee of 2%, of a portion of funds raised via the Placement.

7E.2 Is the proposed issue to be underwritten?

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Yes

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7E.2a Who are the underwriter(s)?

Jeffries (Australia) Pty Ltd and Canaccord Genuity (Australia) Limited.

7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)?

Fully under-written.

7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?

An underwriting fee of 2.5% and a management and selling fee of 2%, of a portion of funds raised via the Placement.

7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.

Please refer to slide 41 of the Investor Presentation released to the ASX on 23 March 2023.

7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Please refer to slide 33 of the Investor Presentation released to the ASX on 23 March 2023.

Part 7F - Further Information

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

To fund the ongoing development of Weebit's proprietary ReRam NVM technology, to support ongoing commercialisation activities and for general working capital purposes.

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

Refer to the Announcement and Investor Presentation released to the ASX on 23 March 2023.

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 cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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