WEEBIT NANO LTD — Merger & Acquisition 2015

Nov 10, 2015

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RADAR SIGNS AGREEMENT TO ACQUIRE - ISRAEL BASED WEEBIT NANO LTD RESISTIVE RANDOM ACCESS MEMORY (ReRAM) TECHNOLOGY

HIGHLIGHTS

• Following the execution of an exclusive option agreement, Radar Iron Limited intends to acquire 100% of Israel based “Resistive Random Access Memory” (“ReRAM”) technology company, Weebit-Nano Ltd.

• The current addressable market for Flash Memory is approx. US$37B. ReRAM can replace Flash Memory. Expected to be widely used by 2018.

• Allows semi-conductor memory elements to become cheaper, 1000x faster, more reliable, more energy efficient and more scalable by a factor of 10 than existing Flash technology.

• Potential customers include: Cloud, Data Centers, Smart Phones, Wearables, Automotive, Healthcare and IOT devices and platforms.

• Weebit is based in Tel Aviv, Israel and is partnering with Rice University’s Tour Lab Group in Houston, USA (Global Leader in Materials Technology).

• Weebit’s ReRAM technology transforms Silicon Oxide (SiOx) into a memory element. SiOx is the most studied and produced dielectric material in the semiconductor industry allowing minimal re-tooling for industry fabricators resulting in minimal capex and manufacturing costs.

• Inventor and Chief Scientific Advisor, James Tour is a Professor of Materials Science and Nano Engineering and a Professor of Computer Science. Globally known for his work in Molecular Electronics and Molecular Switching. Professor Tour holds over 60 patents and has 500 + publications. Named among ‘the 50 most Influential Scientists in the World today’ in 2014 and selected ‘Scientist of the Year by R&D Magazine 2013’.

• The proposed ASX listing will provide a platform for Weebit to further develop the technology and take a leadership position in the ReRAM space capitalizing on further partnership opportunities. Discussions with leading fabricators are already underway.

Radar Iron Limited (“Radar”, ASX:RAD) is pleased to announce that it has entered into a binding heads of agreement detailing an option to acquire 100% of the issued share capital of Israel based Weebit-Nano Ltd (“Weebit”). Domiciled in Tel Aviv, Weebit in partnership with Rice University is one of the world’s foremost developers of Silicon Oxide (SiOx) ReRAM technology.

Weebit was incorporated in Israel in 2014. It has been built around a revolutionary memory and semiconductor technology invented by Professor James Tour of Rice University in Houston, Texas. James Tour is a world-renowned leader in the field of materials engineering and nanotechnology, and retains the position of Chief Scientific Advisor. Weebit is developing Tour’s new silicon oxide (SiOx) Resistive Random Access Memory (ReRAM) technology, and will be able to show a commercially viable product within 18 months. This quantum leap will allow semiconductor memory elements to become cheaper, faster, more reliable and more energy efficient than the existing Flash technology.

The Problem

Global data storage requirements are growing exponentially, doubling every two years. Moore’s Law observes that the number of transistors in dense integrated circuits doubles approximately every two years. However, Moore’s Law will soon become untenable in the field of data storage due to Flash technology reaching its scaling limits. With the explosion of Internet of Things, cloud based storage and the memory needs of consumer electronic devices, increased storage capacity is required.

The Opportunity

The current overall market size for Flash memory is estimated at US$37 billion, and the emerging nonvolatile market alone is expected to grow from $580 million in 2015 to $3.6 billion in 2020. ReRAM technology can replace traditional Flash memory, and is expected to be used widely from 2018 onwards. Flash memory scalability below 16nm is a technological challenge, because at these dimensions electrons cannot be confined in a floating gate. This results in poor reliability and poor speed, compared to ReRAM.

The Technology

Weebit has demonstrated a working ReRAM SiOx device that outperforms Flash in every parameter:

Performance: 1,000 times faster; the ability to match the demand of faster devices. Reliability: Reduces data corruption and eliminates errors.

Energy efficiency: Lower power consumption and increased battery life.

Cost: Reduces production cost.

Scalability: 10x smaller cells; the ability to store more information on the same surface area.

Based on SiOx: The most common material in the semiconductor industry, avoiding capital expenditure required for re-tooling by fabricators.

Professor Tour demonstrated for the first time (published in the New York Times, 2010) that SiOx demonstrates superior memory element performance, compared to any other known write and eraseSub 50 ns for Sub 50 ns for Most commonly found in naturefound in nature Sub 5 nm Potential 1D-1R, 1T-1R, and 1S-1R1T-1R, and 1S-1R material. More recently, he developed a new industry-applicable element employing a nanoSwitching Cost Scalability & Speed Integration porous SiOx material which outperforms the switching ability of any other unipolar memory. It up to 9 bits9 bits S iOx MemoryOx Memoryx MemoryMemory Energy is the first implementation of a nano-porous material in memory devices with industry Multibit 0.5 pJ/bit accepted performance metrics. In simple words, Tour discovered that sending a current through silicon oxide, an insulator could create a Power Perfomance Fabrication conductive pathway of silicon crystals. Electrical Low voltage forming up to 107 ON-OFF ratio 7 ON-OFF ratio ON-OFF ratio Standard CMOS tech. pulses could then repeatedly break and reconnect - 5 10y retention at 100C Low temperature process 10 W/bit 100K cycles radiation Substrate - Independent the pathway, and can be read as zero or one, the hardened memory building blocks of computer memory.

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write and eraseSub 50 ns for Sub 50 ns for Most commonly found in naturefound in nature Sub 5 nm Potential 1D-1R, 1T-1R, and 1S-1R1T-1R, and 1S-1R
Switching Cost Scalability &
Speed Integration
up to 9 bits9 bits S iOx MemoryOx Memoryx MemoryMemory Energy
Multibit
0.5 pJ/bit
Power Perfomance Fabrication
Low voltage forming up to 107 ON-OFF ratio 7 ON-OFF ratio ON-OFF ratio Standard CMOS tech.
- 5 10y retention at 100C Low temperature process
10 W/bit 100K cycles radiation Substrate - Independent
hardened memory
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Weebit is currently negotiating with household name semiconductor manufacturers to begin the commercialisation process.

Multiple Applications

Smartphones and tablets:

The major application where non-volatile memory is used. Newer technologies such as ReRAM will revolutionise this application segment.

Automotive:

Navigation, Infotainment and safety components which require high reliability data storage devices.

Health Care:

Pacemakers, heart rate monitors, and blood pressure monitors. Non-volatile memory devices will outperform in this field due to higher read and write speeds.

Wearable:

Adoption of these devices is expanding rapidly, and non-volatile memory chips will be required for reliability, efficiency, and added functionality.

Internet of Things:

The Internet of Things (IoT) is the network of physical objects embedded with electronics, software, sensors and network connectivity, thus enabling these objects to collect and exchange data. The IoT allows objects to be sensed and controlled remotely across existing network infrastructure, promoting direct integration and communication between the physical world and computer-based systems. Over 50 billion electronic devices will be connected to the internet by 2020 and each device will require fast, cost effective and reliable memory technology.

Content

A forecasted 40 zettabytes of storable content will be produced annually by 2020, and that number is expected to continue doubling every 2 years. One zettabyte is equal to a thousand exabytes or a billion terabytes

Connectivity

Cloud Data Centres device connectivity requires ultrafast response time, which are currently implemented by expensive SSD Flash drives. These can be replaced by ReRAM memory storage.

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Weebit and NASA

In 2012, Rice University in collaboration with NASA, sent several memory chips made of silicon oxide Tour’s laboratory to the International Space Station for testing. The purpose of the experiment was to demonstrate robustness of the chip circuits when exposed to solar and other cosmic radiation. Powerful computers are essential to space technology, thus the ability to maintain coherence in such hostile environments is crucial. This is particularly important for satellite circuitry created for missions to Mars and beyond.

After 2 years in space, exposed to harsh radioactive solar and cosmic rays, Weebit’s memory devices were still functioning, with zero deterioration or loss of performance. As a result Weebit’s memory chips have received a “Hard-Rad” status, meaning that it is largely impervious to the effects of radiation. This renders Weebit’s chip material ideal for space missions, satellite technology, and other radiation exposed applications.

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Weebit’s memory chips being
prepared for shipment to the ISS
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The ISS where the tests were made Weebit’s chips floating in zero gravity
prior to beginning the 2 year test
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Weebit in the Media Rice’s Silicon Oxide Memories catch Manufacturers’ eye http://phys.org/news/2014-07-rice-silicon-oxide-memories-eye.html

CNN Report: Here Comes the Terabyte Phone http://edition.cnn.com/2014/12/31/tech/cnn-10-ideas-phone-storage/index.html

Nanotechweb.org: Nanoporous Oxide Makes Good Memory Device http://nanotechweb.org/cws/article/tech/57925

Prof. James Tour named Scientist of the Year http://news.rice.edu/2013/11/01/tour-named-scientist-of-the-year/

Weebit Management

Mr.Yossi Keret | CEO

Mr. Yossi Keret has extensive managerial and financial experience and has led a variety of international companies in different fields including industrial, financing, biotech and high-tech startups both in Europe and the USA. Mr. Keret has a vast experience in public and private companies and took a major part in M&A negotiations and implementation as well as in complex international tax planning. Mr. Keret has played a major part in Initial Public Offerings (IPO) in NASDAQ and has led successful private equity raising (PIPE) for public companies.

Prof. James Tour | Chief Scientific Advisor

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Professor of Materials Science and Nano Engineering and a Professor of Computer Science at Rice University in Houston, Texas. He is well known for his work in molecular electronics and molecular switching molecules. Prof. Tour holds more than 60 US patents and has over 500 publications. He was named among “the 50 most Influential Scientists in the world today” in 2014 and was selected as Scientist of the Year by R&D magazine in 2013.

Mr. Amir Regev | VP Engineering

Amir brings to Weebit two decades of Device & Technology experience in the semiconductor industry, mainly in Flash memory technology. Prior to Weebit, Amir served as a Senior Engineer in leading technology companies in the semiconductor and memory business such as Intel (NASDAQ:INTC), SanDisk (NASDAQ:SNDK), Micron (NASDAQ:MU) and Marvell (NASDAQ:MRVL). Over the years Amir has gained wide knowledge and experience in multiple engineering fields including Device, Technology Development, Quality & Reliability, and ASIC R&D. As a Senior Device Engineer Amir recently took part in developing the most advanced 45nm NOR Flash technology to date. Amir hold an MSc in Electrical Engineering from Tel-Aviv University (Cum Laude) and BSc in Material Science and Engineering from Ben-Gurion University (Cum Laude).

Dr. Amiram Bornstein | Director

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A leading specialist in plastic surgery, Dr.Bornstein is a well respected and influential investor in the venture capital scene in Israel and beyond.Dr. Bornstein brings to the Board of Directors broad knowledge and experience in the technology.

Mr. Rami Hadar | Director

Rami Hadar is the former CEO of Allot Communication (NASDAQ:ALLT). During the eight years he functioned as CEO, Mr. Hadar increased the company’s sales above $100 million annually, performed 3 M&A’s and led the company to an IPO on NASDAQ. Prior to Allot, Mr. Hadar was the CEO of 2 Israeli companies that executed successful exits for their investors Mr. Hadar was also one of the founders of Combox and was a director in the company when it was purchased by Terayon. Mr. Hadar is presently a partner in a new venture capital firm Eucalyptus Growth Capital that focuses on investment and assistance to mature Israeli companies.

Dr. Moti Gross | Executive Director

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Moti Gross has extensive experience leading technology companies, and developing business strategy for established and start-up ventures. Dr. Gross has promoted a broad range of technology projects including raising capital in both government and private sectors. Dr. Gross earned his PhD in Economics and Finance at Oxford University. Dr. Gross is also a Director of Dotz Nano Ltd. a specialized nano technology company focusing on Graphene Quantum Dots.

KEY ACQUISITION TERMS

• Payment of a $75k option fee by Radar to acquire an exclusive twenty eight (28) day option to purchase 100% of the issued capital in Weebit.

• A further $75k is payable at the completion of due diligence (which is to be completed within 28 day from payment of the first $75k payment) and Weebit shareholders holding more than 50% of the Weebit shares on issue passing a resolution to approve the Transaction.

• In exchange for 100% of the issued capital in Weebit, Radar agrees to issue 750,000,000 Radar shares to the shareholders of Weebit, which will be subject to ASX escrow provisions.

Conditions precedent for completion of the acquisition include:

• Each of Weebit and Radar completing due diligence investigations in respect of the other within 28 days from payment of the first $75k payment;

• ASX providing conditional approval for Radar to be re-instated to trading on the ASX following the acquisition of Weebit and those conditions being to the reasonable satisfaction of Radar and Weebit;

• If necessary to re-comply with Chapters 1 and 2 of the ASX Listing Rules, Radar completing a consolidation of its issued capital on a ratio acceptable to Weebit;

• The parties obtaining all necessary shareholder and regulatory approvals for Radar to complete the acquisition of Weebit, including a change of Radar’s name to Weebit Nano Ltd;

• Radar undertaking the Capital Raising and receiving valid, non-revocable applications for at least A$5,000,000 under the Capital Raising; and

• The holders of all options to acquire Weebit shares agreeing to the cancellation of their options in consideration for the issue of options to acquire Radar shares with the same aggregate value.

Radar will also issue 50,000,000 options to acquire Radar shares (exercisable at a 25% premium to the Capital Raising price on or before the date that is 3 years from the date of issue) to parties who introduced and assisted with the Transaction ( Transaction Options ).

PRO FORMA CAPITAL STRUCTURE

Following the Capital Raising and Transaction the indicative effect on the Company’s capital structure will be as follows:

structure will be as follows:
Event	Shares	Options
Current*	321,613,956	55,500,000
Consideration to WEEBIT shareholders	750,000,000	-
Public Offer	100,000,000	-
Transaction Options	-	50,000,000
TOTAL	1,171,613,956	105,500,000

* assumes issue of all securities approved in General Meeting on 28 October 2015

INDICATIVE TIMETABLE

INDICATIVE TIMETABLE
Event	Date
Execute option agreement for the acquisition of WEEBIT	9 November 2015
Completion of first tranche payment	13 November 2015
Due diligence completed and formal documents executed	11 December 2015
Completion of second tranche payment	13 December 2015
Dispatch Notice of Meeting seeking approval for the acquisition of WEEBIT	14 December 2015
Lodgement of prospectus with ASIC	14 January 2016
General Shareholder Meeting to approve the acquisition of WEEBIT	17 January 2016
Closing date of offer under the prospectus	1 February 2016
Dispatch holding statements	10 February 2016
Requotation of shares on ASX	1 March 2016

All enquiries should be directed to Damon Sweeny, Radar Company Secretary on +61 (08) 93895885.

For and on behalf of Radar Iron Limited

Ananda Kathiravelu