WEEBIT NANO LTD - Proxy Solicitation & Information Statement 2016

RADAR IRON LIMITED

ACN 146 455 576

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

TIME : 1:00pm (WST) DATE : 18 May 2016 PLACE : Suite 8, 55 Hampden Road, Nedlands Western Australia 6009

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9389 9919.

Business of the Meeting (setting out the proposed Resolutions)	3
Explanatory Statement (explaining the proposed Resolutions)	8
Glossary	47
Schedule 1 – Terms and Conditions of Performance Rights	50
Schedule 2 – Terms and Conditions of Capital Raising Options	52
Schedule 3 – Licence Agreement Patents	54
Schedule 4 – Summary of Employee Incentive Option Plan	55
Schedule 5 – Pro Forma Balance Sheets	57
Proxy Form	Enclosed

IMPORTANT INFORMATIO N

Time and place of Meeting

Notice is given that the Meeting will be held at 1:00pm (WST) on 18 May 2016 at:

Suite 8, 55 Hampden Road, Nedlands Western Australia 6009

Your vote is important

The business of the Meeting affects your shareholding and your vote is important.

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5:00pm (WST) on 16 May 2016.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not

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specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie as directed); and
if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and
if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (ie as directed); and
if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (ie as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
the proxy is not recorded as attending the meeting; or
the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – CHANGE TO NATURE AND SCALE OF ACTIVITIES

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution :

“That, subject to and conditional upon the passing of all the Essential Resolutions, for the purpose of ASX Listing Rule 11.1.2 and for all other purposes, approval is given for the Company to make a significant change in the nature and scale of its activities as described in the Explanatory Statement accompanying this Notice.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who (or any of whose associates) might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. RESOLUTION 2 – ISSUE OF CONSIDERATION SECURITIES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to and conditional upon the passing of all the Essential Resolutions, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue:

(a) 732,695,455 Shares ( Consideration Shares )

(b) 17,304,545 Performance Rights,

at Settlement, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who (or any of whose associates) may participate in the proposed issue and any person who (or any of whose associates) might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and

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(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

3. RESOLUTION 3 – CAPITAL RAISING PROSPECTUS OFFER

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution :

“That, subject to and conditional on the passing of all the Essential Resolutions, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to that number of Shares ( Capital Raising Shares ) when multiplied by the Capital Raising Issue Price, will raise at least $5,000,000 and up to $10,000,000 (less any SPP Shares issued) on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who (or any of whose associates) may participate in the proposed issue and any person (or any of whose associates) who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed. . However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4. RESOLUTION 4 – CAPITAL RAISING SHARE PURCHASE PLAN OFFER

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution :

“That, subject to and conditional on the passing of all the Essential Resolutions, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to that number of Shares ( SPP Shares ) when multiplied by the Capital Raising Issue Price will raise at least $2,500,000 under the Share Purchase Plan as part of the Capital Raising on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who (or any of whose associates) may underwrite or sub-underwrite the offer of Shares under the SPP. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. RESOLUTION 5 – PLACEMENT OF CAPITAL RAISING OPTIONS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to and conditional on the passing of all the Essential Resolutions, for the purposes of ASX Listing Rules 7.1 and 10.11 and for all

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other purposes, approval is given for the Company to issue up to 50,000,000 Capital Raising Options to Armada Capital Pty Ltd (or its nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Armada Capital Pty Ltd (or its nominees) and any of its associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

6. RESOLUTION 6 – CHANGE OF COMPANY NAME

To consider and, if thought fit, to pass the following Resolution as a special resolution :

“That, subject to and conditional upon the passing of all the Essential Resolutions, for the purposes of Section 157(1)(a) of the Corporations Act and for all other purposes, approval is given for the name of the Company to be changed to “ Weebit Nano Ltd ” with effect from the close of the Meeting.”

7. RESOLUTION 7 – ELECTION OF DIRECTOR – YOSSI KERET

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to and conditional on the passing of all the Essential Resolutions, for the purpose of clause 13.3 of the Constitution and for all other purposes, Mr Yossi Keret, a Proposed Director who being eligible and having consented to act, be appointed as a Director of the Company on and from Settlement.”

8. RESOLUTION 8 – ELECTION OF DIRECTOR – MR DAVID PERLMUTTER

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to and conditional on the passing of all the Essential Resolutions, for the purpose of clause 13.3 of the Constitution and for all other purposes, Mr David Perlmutter, a Proposed Director who being eligible and having consented to act, be appointed as a Director of the Company on and from Settlement.”

9. RESOLUTION 9 – ELECTION OF DIRECTOR – KOBI BEN-SHABAT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to and conditional on the passing of all Essential Resolutions, for the purpose of clause 13.3 of the Constitution and for all other purposes, Mr Kobi Ben-Shabat, a Proposed Director who being eligible and having consented to act, be appointed as a Director of the Company on and from Settlement.”

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10. RESOLUTION 10 – ELECTION OF DIRECTOR – RAMI HADAR

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to and conditional on the passing of all Essential Resolutions, for the purpose of clause 13.3 of the Constitution and for all other purposes, Mr Rami Hadar, a Proposed Director who being eligible and having consented to act, be appointed as a Director of the Company on and from Settlement.”

11. RESOLUTION 11 – ADOPTION OF EMPLOYEE INCENTIVE OPTION PLAN

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to and conditional on the passing of all the Essential Resolutions, for the purposes of ASX Listing Rule 7.2 (Exception 9(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled Employee Incentive Option Plan and for the issue of securities under that plan, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who (or any of whose associates) is eligible to participate in the employee incentive scheme, including any Director, other than any Directors who are ineligible to participate in any employee incentive scheme in relation to the Company. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

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12. RESOLUTION 12 – REPLACEMENT OF CONSTITUTION

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, subject to and conditional on the passing of all the Essential Resolutions, for the purposes of Section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to repeal its existing Constitution and adopt a new constitution in its place in the form as signed by the chairman of the Meeting for identification purposes.”

13. RESOLUTION 13 – ISSUE OF CAPITAL RAISING SHARES TO MR JONATHAN LEA

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue to Mr Jonathan Lea (or his nominee), up to that number of Capital Raising Shares when multiplied by the Capital Raising Issue Price will raise up to $50,000 on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution by Jonathan Lea (and his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

14. RESOLUTION 14 – ISSUE OF CAPITAL RAISING SHARES TO MR KOBI BEN-SHABAT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue to Mr Kobi BenShabat (or his nominee), up to that number of Capital Raising Shares when multiplied by the Capital Raising Issue Price will raise up to $40,000 on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution by Mr Kobi Ben-Shabat (and his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Dated: 12 April 2016

BY ORDER OF THE BOARD

Damon Sweeny Company Secretary

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EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Statement in full before making any decision in relation to the Resolutions.

Resolutions 1-3 and 6-10 are Essential Resolutions and will be taken to have been rejected by Shareholders and the Acquisition will not proceed if any of the Essential Resolutions are not passed. All Essential Resolutions must be passed for the Acquisition to proceed.

1. BACKGROUND TO PROPOSED ACQUISITION OF WEEBIT

1.1 General background

The Company was incorporated on 21 September 2010 and was admitted to the official list of the ASX on 21 December 2010. The Company’s primary operations during this time have been the development of iron ore deposits in the Yilgarn iron ore province of Western Australia and the Para State of Brazil.

For the past 12 months, the Company has been evaluating alternative corporate opportunities, both in Australia and overseas.

On 11 November 2015, the Company announced that it had entered into a heads of agreement ( HOA ) with Weebit Nano Ltd (Israel Registrar of Companies ID No. 51-518 5353) ( Weebit ) under which the Company has been granted a conditional option to acquire 100% of the issued capital of Weebit from all securityholders of Weebit ( Vendors ) ( Acquisition ).

Pursuant to the terms of the HOA, Weebit will merge with a wholly-owned subsidiary of the Company ( Israel Subsidiary ) to be incorporated in Israel, following which Weebit will be the surviving corporation and shall be a whollyowned subsidiary of the Company ( Merger ).

A Summary of the material terms of the HOA together with summaries of key agreements referred to in the HOA are set out in Section 1.7 below.

This Notice of Meeting sets out the Resolutions necessary to complete the Acquisition and associated transactions. Each of the Resolutions is conditional upon the approval by Shareholders of each of the Essential Resolutions. If any of the Essential Resolutions are not approved by Shareholders, all of the Resolutions will fail and Settlement will not occur.

A summary of the Resolutions is as follows:

(a) as the Company is currently a mineral exploration company, the Acquisition, if successfully completed, will represent a significant change in the nature or scale of the Company’s operations to a technology company, for which Shareholder approval is required under ASX Listing Rule 11.1.2 (Resolution 1);
(b) the issue at Settlement of:
(i) 732,695,455 Shares ( Consideration Shares ); and

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(ii) 17,304,545 Performance Rights,

to the Vendors in consideration for the acquisition of 100% of the Weebit Shares and Weebit Options (Resolution 2);

(c) the Company will need to re-comply with Chapters 1 and 2 of the ASX Listing Rules and, to achieve this, must successfully undertake a capital raising by issuing up to that number of Shares when multiplied by the Capital Raising Issue Price to raise between $5,000,000 and $10,000,000 via the Prospectus and Share Purchase Plan ( Capital Raising ) (Resolutions 3 and 4);
(d) issue at Settlement up to 50,000,000 Options on the terms and conditions set out in Schedule 2 to Armada Capital Pty Ltd ( Armada ) and persons nominated by Armada in consultation with the Board in consideration for those persons introducing and assisting with the Acquisition (Resolution 5) ( Capital Raising Options );
(e) the change of the Company’s name to “Weebit Nano Ltd” at Settlement (Resolution 6);
(f) the appointment of four Proposed Directors nominated by Weebit to the Board, being Mr Yossi Keret, Mr David Perlmutter, Mr Kobi Ben-Shabat and Mr Rami Hadar (Resolutions 7 to 10);
(g) the adoption of an Employee Incentive Option Plan ( Plan ) (Resolution 11);
(h)
the adoption of a new Constitution (Resolution 12); and
(i) the issue of Capital Raising Shares to Messrs Jonathan Lea and Kobi BenShabat at Settlement (Resolutions 13 and 14).

1.2 Overview of Weebit

(a) Industry Overview and Background

The current market standard for the storage of data is the use of Flash memory. Flash memory is ubiquitous in small computing devices and becoming more common for larger applications. The size and complexity of flash-based systems varies for storage in wearable computing devices, embedded systems, smartphones, portable USB drives and more. Flash is packaged in a variety of formats for different storage purposes.

Global data storage requirements are growing exponentially. 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 the Internet of things, cloud based storage and the memory needs of consumer electronic devices, increased storage capacity is required.

Every 2 months the data creation is equal to the amount of data which was created from the beginning of history to 2003, when every second there are 10[19] bytes created.

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Set out below is a table containing various forms of solid state data storage solutions with a short description of each method of storing data:

Name	Description	Uses
Flash-based solid- state storage	Any data repository or system that uses flash memory. The size and complexity of such systems ranges from USB drives to enterprise- class array-based memory systems.	Data storage for a wide variety of users and environments where performance is crucial.
Enterprise multi-level- cell (eMLC) flash	A form of multi-level-cell (MLC) flash that has been enhanced to accommodate more than consumer- grade MLC flash offers.	Data storage that has greater endurance and can tolerate the types of workloads that enterprise applications require.
Magnetoresistive random-access memory (MRAM)	A method of storing data bits using magnetic charges instead of electrical charges.	Non-volatile, solid state where fast writing or high write endurance is required.
Multi-level-cell (MLC) flash	An approach to flash memory in which two data segments can be written to the same cell, thereby doubling the storage capacity of single-level cell (SLC) flash.	Used in standalone, hybrid and all-flash storage systems, spanning personal, small business and enterprise computing.
NAND flash memory	Flash memory technology or devices constructed using NAND logic gates.	Storage for all types of devices, including those for consumers (personal electronics), small businesses and enterprises.
NOR flash memory	Low-density, random- access flash memory technology or devices constructed using NOR logic gates.	Typically used in mobile phones and personal electronics devices to store executable code.

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Phase-change memory (PCM)	A form of NVM that changes its resistivity by altering the state of the matter between amorphous and crystalline phases.	Emerging memory technology noted for exceptional switching speed and high storage density.
RAM-based solid- state storage	A volatile solid-state storage based on RAM technology that is expensive and relatively insensitive to the number of PE cycles.	High-speed computer memory applications for personal, business, and government environments.
Single-level-cell (SLC) flash	A nonvolatile solid-state storage device or technology that provides enhanced reliability and performance relative to MLC and eMLC flash media.	Data storage for increased reliability applications which is more expensive than MLC and eMLC
Resistive RAM (ReRAM)	A form of nonvolatile storage that operates by changing the resistance of a specially formulated solid dielectric material.	Emerging technology noted for exceptional switching speed and high storage density.

Weebit’s goal is to become the paramount storage solution by 2018 with its ReRAM technology ( ReRAM Technology ).

The Incoming Directors are of the view that ReRAM Technology has potential to replace traditional Flash memory. Flash memory scalability below 16nm is not technologically possible because at these dimensions electrons cannot be confined in a floating gate. This results in poor reliability and poor speed, compared to the potential shown by ReRAM Technology.

(b) The nature of Weebit’s business

Weebit was incorporated in Israel in 2015. It has been built around a memory and semiconductor technology invented by Professor James Tour of William March Rice University in Houston, Texas ( Rice University ).

James Tour is recognised as a leader in the field of materials engineering and nanotechnology, and retains the position of Chief Scientific Advisor of Weebit. Weebit intends to develop Professor Tour’s silicon oxide ( SiOx ) ReRAM Technology, and aims to reach the first major milestone in technology maturity and commercialisation of its technology over the next 18 months. If successful, the Proposed Directors are of the view that this has potential to allow semiconductor memory elements to become cheaper, faster, more reliable and energy efficient than the existing Flash technology.

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Professor Tour demonstrated (published in the New York Times, 2010) that SiOx demonstrates superior memory element performance compared to any other known material. More recently he developed a new industry applicable element employing a nano-porous SiOx material which outperforms the switching ability of any other unipolar memory. It is believed to be the first implementation of a nano-porous material in memory devices with industry accepted performance metrics. In simple words, Professor Tour discovered that sending a current through SiOx, an insulator, could create a conductive pathway of silicon crystals. Electrical pulses could then repeatedly break and reconnect the pathway and can be read as zero or one, the building blocks of computer memory.

Weebit has demonstrated a working ReRAM SiOx device that it considers outperforms Flash in every parameter and is currently negotiating with semiconductor research and development centers to begin the prototyping process.

(c)

Explanation of ReRAM Technology

ReRAM Technology is a new type of non-volatile memory that changes the resistance (switching) across a dielectric solid state material. ReRAM is perceived by experts in the semiconductor memory industry as the most promising technology to replace Flash.

The ReRAM Technology is made by simple 2 terminal structure of Dielectric material sandwiched between 2 metal electrodes. The switching effect of ReRAM is based on filaments formation of semimetallic silicon phase under the influence of an electric field during “Set” voltage operation, and disruption of the filament during “Reset” Voltage operation. This switching material’s ability in turn causes a measurable change of the device resistance, which can be exploited for data storage.

Compared to traditional Flash memory, ReRAM is faster, bit-alterable and requires lower voltage, enabling its use in both embedded, portable and solid state drive ( SSD ) applications. The simple ReRAM cell structure offers best area efficiency (4F[2] cell), excellent scalability and 3D integration potential (both 3D stacking and vertical cell).

ReRAM requires lower programming currents than other emerging memory types as PCM or MRAM with comparable performance in terms of retention and endurance.

The resistance change occurs in either bipolar mode which requires Set voltage to write the data, and the same voltage in reverse polarity during Reset operation to erase the data. In unipolar structure the set and reset voltages are in the same polarities when the Reset voltage is in higher magnitude than Set in order to erase the data. In Each cell select device is needed in order to avoid leakage current between selected cell and unselected cells ( Sneak Current ). Unipolar structure allows the use of a smaller select device; thus additional scalability is possible over bipolar ReRAM.

(d) Competition & Market Share

Flash memory is currently the pre-eminent data storage solution and as such benefits from a globally stable market. With the emergence of

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ReRAM, it is the Proposed Directors’ view that the era of Flash will be over within 5-10 years.

Flash memory is currently incorporated in smart phones, tablets and PC storage. The ultra-book market is also utilising Flash storage devices in SSD, where flash memory is becoming an essential component.

However, the main hurdle for Flash technology has become capacity vs. price. Most smart phones and tablets come with at least 16GB memory and any update in storage capacity can prove costly.

Five players (Samsung, Micron, Sk Hynix, Toshiba and Sandisk) hold a majority of DRAM and NAND sales. These leading players will have a key role in the competitive landscape of emerging non-volatile memory.

In addition, each major semiconductor company is investing in emerging memory research & development, either internally or via startups and research and development centres, as they know that once Flash memory is no longer capable of achieving significant improvement, emerging technologies will be relied upon to fill the data storage void. The Proposed Directors are of the view that the primary candidate to replace Flash memory is ReRAM technology.

The table below summarises various established companies that are developing emerging memory technologies and applications.

ReRAM	MRAM	PCM
Sandisk	Toshiba	ST-Microelectronics
Samsung	Samsung	Samsung
Micron	Micron	Micron
Sony	Everspin	Intel
Panasonic	Hitachi
Adesto	Crocus
Crossbar
4DS

(e) Revenue Potential

Weebit has identified key industry sectors and applications for commercialisation including:

(i) Smart phones and tables

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

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(ii)

Automotive

The automotive market today is incorporating advanced navigation, infotainment and safety system components which require high reliability data storage devices.

(iii)

Health care

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

(iv)

Wearable

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

(v)

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. Each device will require fast, cost effective and reliable memory technology.

(vi)

Content

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

(vii)

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.

(viii)

Weebit and NASA

In 2012, Rice University in collaboration with NASA, sent several memory chips made of SiOx to the International Space Station for testing. The purpose of the experiment was to demonstrate the 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 critical. 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 have shown not to be affected by the harsh cosmic radiation and provided great potential for “Hard-Rad” certification.

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(f) Business Strategy

Weebit’s initial focus will be to develop its prototype 40nm bit cell in a fabrication or research and development centre specialising in ReRAM based on the ReRAM Technology developed by Rice University and licensed exclusively to Weebit.

Following development of the 40nm bit cell, Weebit proposes developing 1Kb and then 1Mb array structures. It is expected that the 1Kb will prototype a kilobit (1024 cell) array, which Weebit expects will demonstrate the ability to scale up the bit cell in large bit structures with the possibility to incorporate the structure into existing circuits.

It is anticipated that the 1Kb array will be followed by 1Mb (1 million bit) array, which Weebit expects will demonstrate the ability to produce mass storage applications. This will enable licensing the technology IP to be used in new designs for applications such as IoT controllers.

Assuming successful development of the 1Kb and 1Mb array structures, Weebit will focus collaboration with one or more of the major players in the non-volatile memory market in order to:

(i) further develop Weebit’s product into a three dimensional array structure and constantly improve product capabilities; and
(ii) to license the Weebit’s ReRAM Technology to generate revenues through royalty revenues through into their devices and to start generating royalty revenues.

Weebit will also consider acquisitions of complementary technologies with a view to adding Shareholder value.

1.3 Intellectual Property

Weebit is a party to the Rice University License Agreement under which Weebit has been granted a license to use, develop, manufacture, market, sublicense and exploit the inventions disclosed and claimed in certain patent applications and issued patents (which are set out in Part A of Schedule 3) and to commercialise Rice University’s licensed products for use in electronic memory cells, including use in electronic devices and application-specific integrated circuits.

A summary of the terms of the Rice University License Agreement is set out in Section 1.7(b).

1.4 Re-compliance with Chapters 1 and 2 of the Listing Rules

ASX has advised the Company that, given that the Company is proposing to make a change in its activities from a resource exploration and development company to a technology company, it has exercised its discretion to require the Company to re-comply with Chapters 1 and 2 of the ASX Listing Rules prior to the Company completing the Acquisition.

For this purpose, the Company will be required to re-comply with the conditions to listing on ASX set out in Chapters 1 and 2 of the ASX Listing Rules in order to achieve Settlement and before it can be re-instated to trading on ASX following Settlement.

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ASX Listing Rule 2.1 Condition 2 provides that it is a condition of quotation of the main class of a company’s securities of an entity seeking admission to ASX that the issue price of the securities for which the company seeks quotation must be at least 20 cents in cash. In addition, ASX Listing Rule 1.1 Condition 11 provides that for an entity to be admitted to the official list of the ASX, the exercise price for any options on issue must be at least 20 cents in cash.

On 7 April 2016, ASX granted the Company a waiver from the requirements outlined above to enable the Company to issue securities for the purpose of satisfying ASX Listing Rule 2.1, Condition 2 at a price yet to be determined, but not less than $0.05 per Share ( Capital Raising Issue Price ) with all Options issued or to be issued having an exercise price of not less than $0.02 after the completion of the Acquisition.

1.5 Capital Raising

For the purposes of the Company re-complying with Chapters 1 and 2 of the ASX Listing Rules, the Company intends to undertake the Capital Raising through the issue of that number of Shares when multiplied by the Capital Raising Issue Price (which, at the date of this Notice, is yet to be determined, but will be not less than $0.05) will raise at least $5,000,000.

The Capital Raising will comprise:

(a) the issue of the Prospectus with a minimum subscription of $5,000,000 ( Minimum Subscription ) and a maximum subscription of $7,500,000 ( Maximum Subscription ) with a further offer of up to $2,500,000 in oversubscriptions from any Shortfall Shares (defined below) under the SPP Offer; and
(b) an offer to Eligible Shareholders under a Share Purchase Plan pursuant to ASIC class order relief to raise $2,500,000 ( SPP Offer ).

The total maximum capital raising of $10,000,000 under the Prospectus Offer will reduce by the number of SPP Shares taken up under the SPP Offer, such that the total Capital Raising will not exceed $10,000,000.

Under the SPP Offer, Eligible Shareholders may each apply for up to $15,000 of new Shares ( SPP Shares ) at an issue price consistent with the Prospectus Offer. Shares not taken up pursuant to the SPP Offer ( Shortfall Shares ) will form the shortfall. The Shortfall Shares will be offered to investors as oversubscriptions under the Prospectus. The Directors reserve the right to issue any Shortfall Shares at their discretion.

Resolution 4 seeks shareholder approval for the issue of the SPP Shares (which successful applicants for SPP Shares apply for under the terms of the SPP Offer). The approval sought under Resolution 4 includes approval for the issue of the Shortfall Shares.

The Company expects to lodge the Prospectus with ASIC before the date of the Meeting which will be conditional upon Shareholders approving the Essential Resolutions.

Funds raised under the Capital Raising are intended to be used in the manner set out in Section 1.6 below.

The Capital Raising is intended to be completed in accordance with the timetable set out in Section 1.11 below.

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1.6 Use of Funds

Following Settlement, the Company expects to use its cash funds as follows for the period 2016 - 2017:

FUNDS AVAILABLE	Minimum Subscription ($5,000,000)	Percentage of Funds (%)	Maximum Subscription ($7,500,000)	Percentage of Funds (%)	Maximum Subscription + SPP Offer ($10,000,000)	Percentage of Funds (%)
Existing cash reserves of the Company1	$901,164	14.96%	$901,164	10.57%	$901,164	8.17%
Funds raised from the Capital Raising	$5,000,000	83.00%	$7,500,000	87.98%	$10,000,000	90.71%
Funds to be raised by Weebit prior to Settlement	$123,252	2.05%	$123,252	1.45%	$123,252	1.12%
Total	$6,024,416	100%	$8,524,416	100%	$11,024,416	100%
ALLOCATION OF FUNDS	Minimum Subscription ($5,000,000)	Percentage of Funds (%)	Maximum Subscription ($7,500,000)	Percentage of Funds (%)	Maximum Subscription + SPP Offer ($10,000,000)	Percentage of Funds (%)
Research	$1,137,143	18.88%	$1,648,857	19.34%	$1,978,629	17.95%
Development and Fabrication	$2,532,857	42.04%	$3,799,286	44.57%	$5,319,000	48.25%
Sales and Marketing	$382,857	6.36%	$536,000	6.29%	$696,800	6.32%
Business Development	$535,000	8.88%	$775,750	9.10%	$930,900	8.44%
Expenses associated with the Acquisition3	$600,348	9.97%	$751,848	8.82%	$903,348	8.19%
Working Capital2	$836,211	13.88%	$1,012,675	11.88%	$1,195,739	10.85%
TOTAL	$6,024,416	100%	$8,524,416	100%	$11,024,416	100%

Notes

These funds represent cash held by the Company and Weebit as at 31 December 2015. The Company and Weebit have incurred and expect to incur further costs within the ordinary course of their respective businesses and in association with the Acquisition which will diminish this amount prior to Settlement.
Working capital includes the general costs associated with the management and operation of the business including administration expenses, management salaries, directors’ fees, rent and other associated costs.
Refer to the table below for the itemised costs of the expenses associated with the Acquisition:

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Estimated Costs of Acquisition	Proposed Minimum Subscription ($5,000,000)	Proposed Maximum Subscription ($10,000,000)
ASX Fees	$110,028	$113,028
ASIC Fees	$2,320	$2,320
Legal, Accounting and Due Diligence Expenses	$150,000	$150,000
Shareholder Meeting / Share Registry Costs	$30,000	$30,000
Printing	$8,000	$8,000
Capital Raising Fees	$300,000	$600,000
TOTAL	$600,348	$903,348

In the event the Company raises more than the minimum subscription of $5,000,000, the additional funds raised will be first applied towards research and development. On completion of the Offer, the Board believes our Company will have sufficient working capital to achieve these objectives.

The above tables are statements of current intentions as of the date of this Notice of Meeting. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

1.7 Key Contracts

(a) HOA

A summary of the terms of the HOA is as follows:

(i) ( Merger Facilitation Fee ): the Company paid to Weebit a cash sum of $75,000 to acquire an exclusive 28 day option to acquire 100% of the issued capital in Weebit. A further $75,000 was paid at the completion of due diligence and Weebit shareholders holding more than 50% of the Weebit shares on issue undertaking to approve the Acquisition;
(ii) ( Consideration ): the consideration payable for the Acquisition is the issue of:
(A) 732,695,455 Shares to the shareholders of Weebit ( Consideration Shares ); and
(B) 17,304,545 Performance Rights to persons entitled to be issued options to acquire Weebit Shares.

A holding agent will hold the Consideration Shares legally for Vendors and upon delivery by the Vendors of stock certificates representing their Weebit Shares will distribute the Consideration Shares to the Vendors in their respective proportions. The Performance Rights will be issued at Settlement on the terms and conditions set out in Schedule 1;

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(iii) ( Conditions Precedent ): completion of the Acquisition is conditional upon the satisfaction (or waiver) of the following outstanding Conditions Precedent:

(A) conditional approval by ASX to reinstate the securities of the Company to trading on ASX (after the Company re-complies with Chapters 1 and 2 of the ASX Listing Rules) and those conditions being to the reasonable satisfaction of the Company and Weebit;
(B) the parties obtaining all necessary regulatory and shareholder approvals to complete the Acquisition, the expiration of any necessary statutory waiting periods and the filing of all merger notices and proposals required under the applicable law;
(C) the Company undertaking a capital raising and receiving valid non revocable applications for at least $5,000,000 worth of Company Shares under the capital raising at an issue price agreed between RAD and WEEBIT, acting reasonably;
(D) the Company obtaining shareholder approval to give effect to the Acquisition and the change of the Company name to “Weebit Nano Ltd” (or such other name as is agreed between the parties);
(E) Weebit and or the holding agent obtaining any relief from ASIC or any ASX waiver required to permit the holding agent to perform the functions contemplated under the Agreement;
(F) the holders of Weebit Options either:
(I) exercising their Weebit Options prior to Settlement; or
(II) agreeing to cancel their Weebit Options in consideration for the issue of Performance Rights,

such that, at Settlement, RAD shall acquire all Weebit Shares and Weebit Options on issue and Weebit shall otherwise have no securities on issue or rights to acquire securities in existence;

(G) Weebit shareholders holding more than 50% of the outstanding ordinary shares in Weebit having passed a resolution approving the Merger;
(H) Weebit being satisfied that the Company has either divested, or will as soon as practicable following Settlement divest its mineral interests;
(I) the Company being satisfied that:
(I) the fees set out in the Sponsored Research Agreement and the Rice University Licence

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Agreement (both summarised in Section 1.7) refer to the same payment obligation; and

  - (II) the development milestones set out in the Rice University Licence Agreement have been extended to a date mutually agreed between the Company and Weebit; and

(J) Weebit entering into an agreement on terms reasonably acceptable to the Company under which the Additional Patent is licensed to Weebit directly by the university.
(iv) Capital Raising Options ) at Settlement the Company will issue 50,000,000 Options to Armada and parties nominated by Armada in consultation with the Board in consideration for introducing and assisting with the Acquisition; and
(v) ( Board Changes ): upon Settlement, three existing directors of the Company will retire and four nominees of Weebit will be appointed to the Board of the Company.

The HOA otherwise contains terms, conditions and restrictions which are customary for an agreement of its nature.

(b) Rice University Licence Agreement

On 24 March 2015, Weebit and Rice University entered into a licence agreement ( Rice University Licence Agreement ) pursuant to which Weebit is granted an exclusive, sub-licensable, assignable worldwide licence under the Rice Patents (set out in Part A of Schedule 3) to exploit the ReRAM Technology developed by Rice University and commercialise any licensed products covered by a claim under the Rice Patents.

A summary of the terms of the Rice University Licence Agreement is as follows:

(i) ( Rice University’s continuing rights ): Notwithstanding the grant of rights to Weebit, Rice University retains a continuing irrevocable worldwide right to exploit the resistive random access memory technology on a non-exclusive royalty free basis for education, academic and research purposes only;
(ii) ( Fees and Royalties ): Weebit is required to pay Rice University the following royalties and fees:
(A) royalties calculated at 1.5% on adjusted gross sales (sales of licensed products less costs attributable to such sales); and
(B) 25% of any cash or non-cash consideration received as consideration under a sub-licence;
(iii) ( Annual Minimum Royalties ): in addition to the above, Weebit shall pay Rice University annual minimum royalties on the following milestone dates:

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(A) 1 January 2016 - $10,000;
(B) 1 January 2017 - $20,000;
(C) 1 January 2018 - $100,000;
(D) 1 January 2019 - $250,000; and
(E) 1 January 2020 and each 1 January of every year thereafter - $500,000,

with each annual minimum milestone payment creditable towards royalties due in the forthcoming year;

(iv) ( First Commercial Sale ): Weebit or a sublicensee shall make a first commercial sale of a licensed product on or before 1 July 2018 and thereafter keep available such licensed product for sale. Rice University may terminate or render the agreement non-exclusive at any time after 4 years from the execution date of the Rice University License Agreement if Rice University determine that progress reports do not demonstrate effective achievement of the commercialisation of the licensed products;
(v) ( Term ): the term of the Rice University Licence Agreement continues until the date of expiration of the last to expire of Rice University’s patent rights unless terminated earlier; and
(vi) ( Termination ): Weebit may terminate the Rice University License Agreement at any time by giving 30 days written notice to Rice University. Rice University may terminate the Rice University License Agreement in the event of Weebit’s breach of the agreement or underreporting or underpayment by Weebit or in the event Weebit becomes insolvent.

The Rice University Licence Agreement otherwise contains terms which are customary for an agreement of its nature.

(c) Sponsored Research Agreement

On 1 January 2015, Weebit and Rice University entered into a sponsored research agreement ( Sponsored Research Agreement ) pursuant to which Weebit agreed to fund and support the research of three dimensional stackable non-volatile memory devices by Rice University ( Research Project ).

A summary of the terms of the Sponsored Research Agreement is as follows:

(i) ( Project Funds ): Weebit shall pay Rice University for the Research Project up to an estimated amount of US$750,000 over a period of 3 years.
(ii) ( Ownership ): Pursuant to the agreement, all intellectual property invented, reduced to practice, created or developed:

(A) solely by Rice University shall be owned by Rice University ( Rice Intellectual Property );

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(B) solely by Weebit shall be owned by Weebit ( Weebit Intellectual Property ); and
(C) jointly by Rice University and Weebit shall be owned jointly by Rice and Weebit ( Joint Intellectual Property ).
(iii) ( Licensing Options ):
(A) Rice Intellectual Property may be used by Weebit on a non-exclusive royalty-free basis, solely for internal research purposes to evaluate whether or not Weebit is interested in licensing the technology;
(B) Weebit has an option to request:
- (I) a non-exclusive, non-transferable, limited term, royalty bearing licence; or
- (II) an exclusive, non-transferable, limited term, royalty bearing licence,

to the Rice Intellectual Property and or Rice University’s ownership in the Joint Intellectual Property; and

(C) Rice University will have a non-exclusive, nontransferrable, non-royalty bearing license to use and make derivative works for all Weebit Intellectual Property solely for the purpose of fulfilling its obligations to complete the Research Project;
(iv) ( Term ): The term of the Sponsored Research Agreement commenced on 1 January 2015 and continues until 1 January 2018 unless either terminated prior by either party or extended.
(v) ( Termination ): The agreement may be terminated as follows:
(A) By mutual consent;
(B) By either party in the event the other party fails to cure any material breach; and
(C) By either party in the event the principal investigator is no longer able to conduct the Research Project on behalf of Rice University .

The Sponsored Research Agreement otherwise contains terms which are customary for an agreement of its nature.

1.8 Israeli law “Merger”

The Acquisition is being implemented by way of a merger under the laws of the State of Israel. To facilitate the Merger, the Company will incorporate an Israel corporation, which will be a wholly-owned subsidiary of the Company.

In consideration for the Merger, 732,695,455 Consideration Shares and 17,304,545 Performance Rights shall be issued to the Vendors. The Consideration Shares will be issued to the Vendors at Settlement through a paying agent according to their pro rata allocation as detailed in the HOA and the Performance Rights will

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be issued to the holders of Buddy Options at Settlement. The paying agent, the Company and Weebit will enter into an agreement to record the terms on which the paying agent will be engaged ( Paying Agent Agreement ). The paying agent shall distribute the Consideration Shares to the Vendors in accordance with the Paying Agent Agreement.

Upon implementation of the Merger, the separate corporate existence of Israel Subsidiary shall cease and Weebit shall continue as the surviving company. The surviving company shall:

(a) become a wholly owned direct subsidiary of the Company;
(b) continue to be governed by the laws of the State of Israel;
(c) maintain a registered office in the State of Israel; and
(d) succeed to and assume all of the rights, properties and obligations of the Israel Subsidiary and Weebit in accordance with the Companies Law 5759-1999 of the State of Israel (together with the rules and regulations.

All other substantive conditions precedent (including all Shareholder approvals) will be satisfied [by the time the Merger is effected and the Consideration Shares are issued. If any other conditions are not satisfied, the Acquisition will not proceed and the Merger will not occur.

Section 606(1) of the Corporations Act prohibits a person from acquiring a relevant interest in issued voted shares in a listed company if the person acquiring the securities or someone else's voting power in the company increases to more than 20%. Section 655A allows ASIC to exempt a company from the operation of a provision of Chapter 6 (which includes Section 606(1)).

The Company is currently in the process of seeking ASIC relief to enable it to issue the Consideration Shares to the paying agent to effectuate the Merger without contravening Section 606(1) of the Corporations Act. Settlement under the HOA (and any merger agreement entered into in respect of the Merger) is conditional on the Company obtaining this relief from ASIC. Accordingly, if the Company is unable to obtain the ASIC relief then the HOA may be terminated and the Acquisition will not proceed.

1.9 Effect on Capital Structure

A pro forma capital structure following Settlement is set out below, assuming Shares are issued under the Capital Raising at an issue price of $0.05 per Share:

	Shares based on a minimum raising of $5,000,000	Shares based on a maximum raising of $10,000,000	Performance Rights3	Options
Current	334,532,760	334,532,760	-	23,500,0001
Consideration Shares	732,695,455	732,695,455	17,304,545	-
Prospectus Offer	100,000,000	150,000,000	-	-
SPP Offer2	-	50,000,000	-	-
Capital Raising Options4	-	-	-	50,000,000
TOTAL	1,167,228,215	1,267,228,215	17,304,545	73,500,000

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Notes:

Consisting of 5,000,000 unquoted Options exercisable at $0.05 on or before 16 September 2018, 8,000,000 Options exercisable at $0.05 on or before 31 October 2017 and 10,500,000 unquoted Options exercisable at $0.01 on or before 30 June 2017.
Assuming nil subscription under the SPP Offer for the minimum raising and full subscription under the SPP Offer under the maximum raising.
Terms and conditions of the Performance Rights are set out in Schedule 1.
Terms and conditions of the Capital Raising Options are set out in Schedule 2.

1.10 Pro Forma Statement of Financial Position

Set out in Schedule 5 are two pro forma balance sheets of the Company assuming that all Essential Resolutions have been passed, Settlement has occurred and showing alternatively the minimum and maximum amount to be raised under the Capital Raising which is proposed to be $5,000,000 and $10,000,000 respectively. The historical and pro-forma information is presented in an abbreviated form, insofar as it does not include all of the disclosure required by the Australian Accounting Standards applicable to annual financial statements.

1.11 Indicative timetable

An indicative timetable for Settlement and the associated transactions is set out below:

Event	Date
Dispatch of Notice of Meeting	15 April 2016
Lodgement of Prospectus with the ASIC	26 April 2016
Opening Date of the Capital Raising	26 April 2016
Meeting held to approve the Transaction	18 May 2016
Closing Date of the Capital Raising	27 May 2016
Settlement of the Acquisition	10 June 2016
Despatch of holding statements	14 June 2016
Re-compliance with Chapters 1 and 2 of the ASX Listing Rules	17 June 2016
Re-quotation of Shares (including Shares issued under the Capital Raising) on ASX	24 June 2016

Please note this timetable is indicative only and the directors of the Company reserve the right to amend the timetable as required.

1.12 Board Intention if Settlement occurs

In the event that Settlement occurs, the Company proposes to:

(a) continue development of the ReRAM Technology;
(b) undertake marketing throughout Australia and internationally; and;
(c) pursue business development opportunities for the ReRAM Technology both in Australia and internationally.

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It is intended to allocate the funds raised from the Capital Raising and existing cash reserves as set out in Section 1.6.

1.13 Composition of the Board of Directors

It is intended that the Board of Directors will comprise the following upon Settlement occurring:

(a) Mr Ananda Kathiravelu;
(b) Mr Yossi Keret;
(c) Mr David Perlmutter;
(d) Mr Kobi Ben-Shabat; and
(e) Mr Rami Hadar.

It is currently intended that Alan Tough, Jonathan Lea and David Sourbutts will retire on Settlement and Ananda Kathiravelu will remain on the Board in his current role. One additional Board member is to be nominated at or prior to Settlement, who will be a resident of Australia.

1.14 Advantages of the Proposals in the Resolutions

The Directors are of the view that the following non-exhaustive list of advantages may be relevant to a Shareholder’s decision on how to vote on the Essential Resolutions:

(a) the Acquisition represents an attractive investment opportunity for the Company to change its business focus to that of a technology company;
(b) the Company will obtain ownership of Weebit;
(c) with increasing global deployment of ReRAM Technology, the Company will be exposed to an industry which has the potential to grow significantly; and
(d) the Company will be managed by directors and officers with significant experience in the technology industry with a view to guiding the Company to be a significant player in the global ReRAM industry.

1.15 Disadvantages of the Proposals in the Resolutions

The Directors are of the view that the following non-exhaustive list of disadvantages may be relevant to a Shareholder’s decision on how to vote on the Essential Resolutions:

(a) the Company will be changing the nature and scale of its activities to primarily be a technology company, which may not be consistent with the objectives of all Shareholders;
(b) the Acquisition will result in the Capital Raising, the issue of the Consideration Shares and the Capital Raising Options which will have a dilutionary effect on the holdings of Shareholders;

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(c) future outlays of funds from the Company may be required for the operations of Weebit; and
(d) there are additional risk factors associated with the change in nature of the Company’s activities resulting from the Acquisition. Some of the key risks are summarised in Section 1.16 below.

1.16 Risk Factors

Shareholders should be aware that if the Acquisition is approved and completed, the Company will be changing the nature and scale of its activities and will be subject to additional or increased risks arising from Weebit, parties contracted or associated with Weebit and the HOA. The risks and uncertainties described below are not intended to be exhaustive. There may be additional risks and uncertainties that the Company is unaware of or that the Company currently considers to be immaterial, which may affect the Company. Based on the information available, a non-exhaustive list of risk factors for the Company associated with the Company’s proposal to acquire all Weebit Shares is set out below.

(a) Risks relating to the Change in Nature and Scale of Activities

(i) Re-Quotation of Shares on ASX

The Acquisition constitutes a significant change in the nature and scale of the Company’s activities and the Company needs to re-comply with Chapters 1 and 2 of the ASX Listing Rules as if it were seeking admission to the official list of ASX.

There is a risk that the Company may not be able to meet the requirements of the ASX for re-quotation of its Shares on the ASX. Should this occur, the Shares will not be able to be traded on the ASX until such time as those requirements can be met, if at all. Shareholders may be prevented from trading their Shares should the Company be suspended until such time as it does recomply with the ASX Listing Rules.

(ii) Dilution Risk

The Company currently has 334,532,760 Shares and 23,500,000 Options on issue. At Settlement, the Company proposes to issue:

(A) the Consideration Shares; and
(B) Shares to raise at least $5,000,000 and up to a maximum of $7,500,000 under the Prospectus Offer and up to $2,500,000 under the SPP Offer as part of the Capital Raising.

On issue of the Consideration Shares and the maximum subscription of Shares under the Capital Raising of $10,000,000 at an issue price of $0.05 per Share (being a total issue of 200,000,000 Shares) (and no exercise of Options):

(A) the existing Shareholders will retain approximately 30.34% of the Company’s issued Share capital;

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(B) the Vendors will hold approximately 57.82% of the Company’s issued Share capital; and
(C) the investors under the Capital Raising will hold approximately 11.84% of the Company’s issued Share capital (which may include Shareholders who take up Shares under the SPP Offer).

If subsequently the Capital Raising Options are exercised and Performance Rights are converted, the interests of the existing Shareholders in the Company will reduce to approximately 24.63%, assuming maximum subscription under the Capital Raising.

There is also a risk that the interests of Shareholders will be further diluted as a result of future capital raisings required in order to fund the development of the business.

(iii)

Liquidity Risk

On Settlement, the Company proposes to issue the Consideration Shares and the Capital Raising Options. The Directors understand that ASX will treat these securities as restricted securities in accordance with Chapter 9 of the ASX Listing Rules. However, submissions will be made to the ASX to apply for cash formula relief in respect of these Securities.

Based on the post-Acquisition capital structure (assuming no further Shares are issued or Options exercised), the Consideration Shares will equate to approximately 62.77% of the issued Share capital on an undiluted basis (assuming maximum subscription under the Capital Raising). This could be considered an increased liquidity risk as a large portion of issued capital may not be able to be traded freely for a period of time.

(iv) Contractual Risk

Pursuant to the HOA, the Company has been granted the Option to acquire 100% of Weebit. The Company exercised the Option on 20 January 2016. Settlement of the Acquisition is subject to the fulfilment of certain conditions precedent. The ability of the Company to achieve its stated objectives will depend on the performance by the parties of their obligations under the HOA. If any party defaults in the performance of their obligations, it may be necessary for the Company to approach a court to seek a legal remedy, which can be costly. Further, certain parties to the HOA reside outside Australia. It may be difficult for the Company to seek a legal remedy in any jurisdiction outside Australia which may adversely impact the Company’s performance and financial position.

(b) Risks in respect of Weebit’s current operations

(i) Development and commercialisation of the ReRAM Technology

The success of the Company post completion of the Acquisition will depend upon Weebit’s ability to develop and

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commercialise the ReRAM Technology. A failure to successfully develop and commercialise the ReRAM Technology could lead to a loss of opportunities and adversely impact on the Company’s operating results and financial position.

Weebit will seek to develop its prototype 40nm Bit Cell in a fabrication or a big worldwide R&D canter which is specialised in ReRAM Technology based on the technology that has been developed in Rice University and been licensed exclusively to Weebit. If Weebit is successful in developing its ReRAM Technology, there may be further additional risks associated with how the technology fits within industry standards and issues faced with production which may affect yields.

The global marketplace for most products is ever changing due to new technologies, new products, changes in preferences, changes in regulation and other factors influencing market acceptance or market rejection. This market volatility and risk exists despite the best endeavours of market research, promotion and sales and licensing campaigns. There is a risk that if the ReRAM Technology is not accepted by the market, ReRAM will not be able to commercialise its products, which could adversely impact the Company’s operations.

(ii)

Existing technology risks

Current memory storage technologies like DRAM, NAND Flash and NOR Flash face technological barriers to meet long term customer requirements and demands. These barriers include the ability to reduce costs, improve power consumption and improve reliability. Existing memory technologies may however be able to overcome these barriers and remain as the leading and customer preferred technology.

(iii)

Competition and new technologies

The industry in which Weebit is involved is subject to increasing domestic and global competition which is fast-paced and fastchanging. While the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, whose activities or actions may positively or negatively affect the operating and financial performance of the Company’s projects and business. For instance, new technologies could result in the ReRAM Technology not being differentiated to other similar offerings.

The size and financial strength of some of Weebit’s competitors may make it difficult for it to maintain a competitive position in the technology market. In particular, Weebit’s ability to acquire additional technology interests could be adversely affected if it is unable to respond effectively and/or in a timely manner to the strategies and actions of competitors and potential competitors or the entry of new competitors into the market. This may in turn impede the financial condition and rate of growth of the Company.

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The key competition risk is in achieving appreciable market share and differentiation from its key competitors.

(iv)

Sales and marketing success

Following Settlement, the Company intends to focus on developing and marketing the ReRAM Technology. By its nature, there is no guarantee that the ReRAM Technology development and marketing campaign will be successful. In the event that it is not, the Company may encounter difficulty creating market awareness of the ReRAM Technology. This would likely have an adverse impact on the Company’s potential profitability.

Even if the Company does successfully commercialise the ReRAM Technology, there is a risk the Company will not achieve a commercial return. For example, new technology may overtake the Company’s technology.

(v)

Staff Risk

There is a risk that, where there is a turnover of development staff who have knowledge of the technology and business, knowledge will be lost in the event that those staff resign or retire. This involves the risk that those staff will have information in respect of Weebit’s intellectual property which has a commercial value to Weebit as well as an opportunity cost for replacement of those staff and subsequent training.

This risk is mitigated as Weebit has historically had low levels of staff turnover in the development teams. In addition, all staff contracts contain express provisions with respect to ownership of intellectual property and restraints of trade to limit any potential loss suffered by Weebit to the maximum extent possible.

(vi)

Licensed intellectual property

Pursuant to the Rice University Licence Agreement, Weebit is licensed certain intellectual property for a fixed period of time. There is no guarantee that the Rice University Licence Agreement will not be terminated and as a result, other competitors may gain access to the intellectual property used by Weebit in developing the ReRAM Technology. Breach of any licence agreements, or infringement of the licensed intellectual property by third parties, may have an adverse impact on Weebit’s ability to develop its technology.

(vii)

Protection of intellectual property rights

Weebit intends to pursue IP protection in the form of patents post-Settlement for newly developed technologies. However, if the Company fails to protect the intellectual property rights of Weebit adequately, competitors may gain access to its technology which may harm its business.

Securing rights to intellectual property, and in particular patents, is an integral part of securing potential product value

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from the development of information technology. Competition in retaining and sustaining protection of intellectual property and the complex nature of intellectual property can lead to expensive and lengthy patents disputes for which there can be no guaranteed outcome.

Legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain. Effective patent, trademark, copyright and trade secret protection may not be available to the Company in every country in which the ReRAM Technology may eventually be sold. Accordingly, despite its efforts, the Company may not be able to prevent third parties from infringing upon or misappropriating the intellectual property.

Market conditions depending, the Company may be required to incur significant expenses in monitoring and protecting future intellectual property rights. It may initiate or otherwise be involved in litigation against third parties for infringement, or to establish the validity, of its rights. Any litigation, whether or not it is successful, could result in significant expense to the Company and cause a distraction to management.

As Weebit licenses its intellectual from third parties, there is an additional risk that these third parties fail to keep the patents licensed to Weebit valid, resulting in competitors being entitled to apply for patents in the same area.

In addition, unauthorised use of the “Weebit” brand in counterfeit products or services may not only result in potential revenue loss, but also have an adverse impact on its brand value and perceptions of its product qualities.

(viii) Limited trading history

Incorporated in 2015, Weebit is a company with limited trading history. To date, Weebit has principally developed its technology and has not commenced commercialisation. Given Weebit’s limited trading history, there can be no guarantee that Weebit will achieve commercial viability.

(ix) Currency Risk

Weebit expects to derive a majority of its revenue from the United States, in US dollars. Weebit will also be required to pay fees in the currency for the State of Israel (shekel). Accordingly, changes in the exchange rate between the US dollar and the Australian dollar or the Israel shekel and the Australian dollar would be expected to have a direct effect on the performance of Weebit.

(b) General Risks Relating to the Company

(i) Additional Requirements for Capital

The capital requirements of the Company depend on numerous factors. Depending on the ability of the Company to generate income from its operations, the Company may

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require further financing in addition to amounts raised under the Capital Raising. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations.

(ii)

Reliance on Key Management

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and directors. There can be no assurance that there will be no detrimental impact on the performance of the Company or its growth potential if one or more of these employees cease their employment and suitable replacements are not identified and engaged in a timely manner.

(iii)

Risk of High Volume of Share Sales

If Settlement occurs, the Company will have issued a significant number of new Securities to various parties. Some of the Vendors and others that receive Shares as a result of the Acquisition or the Capital Raising may not intend to continue to hold those Shares and may wish to sell them on ASX (subject to any applicable escrow period). There is a risk that an increase in the amount of people wanting to sell Shares may adversely impact on the market price of the Company’s Shares.

There can be no assurance that there will be, or continue to be, an active market for Shares or that the price of Shares will increase. As a result, Shareholders may, upon selling their Shares, receive a market price for their securities that is less than the price of Shares offered pursuant to the Capital Raising.

(iv)

Trading Price of Shares

The Company’s operating results, economic and financial prospects and other factors will affect the trading price of the Shares. In addition, the price of Shares is subject to varied and often unpredictable influences on the market for equities, including, but not limited to general economic conditions including the performance of the Australian dollar on world markets, inflation rates, foreign exchange rates and interest rates, variations in the general market for listed stocks in general, changes to government policy, legislation or regulation, industrial disputes, general operational and business risks and hedging or arbitrage trading activity that may develop involving the Shares.

In particular, the share prices for many companies have been and may in the future be highly volatile, which in many cases may reflect a diverse range of non-company specific influences such as global hostilities and tensions relating to certain unstable regions of the world, acts of terrorism and the general state of the global economy. No assurances can be made that the Company’s market performance will not be adversely affected by any such market fluctuations or factors.

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(v) Litigation Risks

The Company is exposed to possible litigation risks including intellectual property claims, contractual disputes, occupational health and safety claims and employee claims. Further, the Company may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on the Company’s operations, financial performance and financial position. Neither the Company nor Weebit are currently engaged in any litigation.

(vi) Economic Risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s activities, as well as on its ability to fund those activities.

Further, share market conditions may affect the value of the Company’s securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(A) general economic outlook;
(B) interest rates and inflation rates;
(C) currency fluctuations;
(D) changes in investor sentiment toward particular market sectors;
(E) the demand for, and supply of, capital; and
(F) terrorism or other hostilities.

(vii)

Force Majeure

The Company, now or in the future may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, extreme weather conditions, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.

(viii) Acquisitions

As part of its business strategy, the Company may make acquisitions of, or significant investments in, companies, products, technologies and/or products that are complementary to the Company’s business. Any such future transactions are accompanied by the risks commonly encountered in making acquisitions of companies, products and technologies, such as integrating cultures and systems of operation, relocation of operations, short term strain on working capital requirements, achieving the sales and margins anticipated and retaining key staff and customer and supplier relationships.

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(c) Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above may, in the future, materially affect the financial performance of the Company and the value of the Company’s securities.

1.17 Plans for the Company if the Resolutions are not passed

If the Essential Resolutions are not passed and the Acquisition is not implemented, the Company will continue to focus on its iron ore projects and look for potential business acquisitions to take the Company forward.

1.18 Directors’ Interests in the Agreement

None of the Company’s existing Directors have any interest in the proposed Acquisition, other than as disclosed in this Notice.

1.19 Vendors

None of the Vendors or their associates are related parties of the Company (other than by virtue of becoming Directors upon Settlement) and they have no existing interest in the Company’s Securities.

2. RESOLUTION 1 – CHANGE TO NATURE AND SCALE OF ACTIVITIES

2.1 General

Resolution 1 seeks approval from Shareholders for a change in the nature and scale of the activities of the Company to change the focus to development and commercialisation of the ReRAM Technology.

As outlined in Section 1.1 of this Explanatory Statement, the Company has entered into the HOA pursuant to which the Company shall acquire 100% of the issue capital of Weebit.

A detailed description of Weebit and its business is outlined in Section 1.2 above and a summary of the terms and conditions of the HOA is set out in Section 1.7(a) above.

2.2 ASX Listing Rule 11.1

ASX Listing Rule 11.1 provides that where an entity proposes to make a significant change, either directly or indirectly, to the nature or scale of its activities, it must provide full details to ASX as soon as practicable (and before making the change) and comply with the following:

(a) provide to ASX information regarding the change and its effect on future potential earnings, and any information that ASX asks for;
(b) if ASX requires, obtain the approval of holders of its shares and comply with any requirements of ASX in relation to the notice of meeting; and
(c) if ASX requires, meet the requirements of Chapters 1 and 2 of the ASX Listing Rules as if the entity were applying for admission to the official list of ASX.

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ASX has indicated to the Company that the change in the nature and scale of the Company’s activities as a result of Acquisition requires the Company in accordance with ASX Listing Rule 11.1.2 to obtain Shareholder approval and the Company must comply with any requirements of ASX in relation to the Notice of Meeting.

ASX has also indicated to the Company that the change in the nature and scale of the Company’s activities constitutes a listing of Weebit which consequently requires the Company to (in accordance with ASX Listing Rule 11.1.3) re-comply with the admission requirements set out in Chapters 1 and 2 of the ASX Listing Rules (including any ASX requirement to treat the Company’s securities as restricted securities).

Accordingly, it is anticipated that the Company’s Shares will be subjected to a trading halt or suspension and thereby cease trading on ASX’s Official List prior to market open on the day of the Meeting. If the Essential Resolutions are approved at the Meeting, it is expected that the Company’s Shares will remain suspended from quotation until the Company has acquired Weebit pursuant to the HOA and re-complied with Chapters 1 and 2 of the Listing Rules, including by satisfaction of ASX’s conditions precedent to reinstatement.

If the Essential Resolutions are not approved at the Meeting, it is expected that the Company’s Shares will be reinstated to quotation on ASX’s Official List after the Company announces the results of the Meeting in accordance with the ASX Listing Rules and Corporations Act.

3. RESOLUTION 2 – ISSUE OF CONSIDERATION SECURITIES

3.1 General

Resolution 2 seeks Shareholder approval for the issue of:

(a) 732,695,455 Consideration Shares; and
(b) 17,304,545 Performance Rights on the terms and conditions set out in Schedule 1,

(together, the Consideration Securities ) in consideration for the acquisition of 100% of the issued capital of Weebit.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolution 2 will be to allow the Company to issue the Consideration Securities during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

The Directors understand that ASX may treat each of the Consideration Securities as restricted securities for the purpose of the ASX Listing Rules. However, submissions will be made to the ASX to apply for cash formula relief in respect of the Consideration Shares.

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3.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Consideration Shares:

(a) the maximum number of Shares to be issued at Settlement is:
(i) 732,695,455 Consideration Shares; and
(ii) 17,304,545 Performance Rights.
(b) the Consideration Securities will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of all those Securities will occur on the same date;
(c) the Consideration Securities will be issued for nil cash consideration in satisfaction of the Acquisition of the Weebit Shares;
(d) the Consideration Shares will be issued to the Vendors, who are not related parties of the Company (other than as a result of the Acquisition), in consideration for their respective Weebit Shares (pro rata to the number of Weebit Shares held by each Vendor);
(e) the Performance Rights will be issued to advisors (who are not related parties of the Company) engaged by Weebit who have an entitlement to be issued Weebit options under independent advisory board member agreements;
(f) the Consideration Shares to be issued will be fully paid ordinary Shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(g) the Performance Rights will be issued on the terms and conditions set out in Schedule 1; and
(h) no funds will be raised from the proposed issue as the Consideration Securities are proposed to be issued in consideration for the acquisition by the Company of all of the Weebit Shares and in accordance with the terms of the HOA.

4. RESOLUTION 3 – CAPITAL RAISING PROSPECTUS OFFER

4.1 General

Resolution 3 seeks Shareholder approval for the issue of up to that number of Shares when multiplied by Capital Raising Issue Price (yet to be determined) to raise at least $5,000,000 and up to $7,500,000 with oversubscriptions being offered up to a further $2,500,000 (being any shortfall under the SPP Offer) under a prospectus ( Prospectus Offer ). Approval is sought for the issue of these Shares pursuant to Resolution 3.

On 7 April 2016, ASX granted the Company a waiver to enable the Company to undertake the Capital Raising at the Capital Raising Issue Price (a price to be determined, but not less than $0.05 per Share).

The Prospectus Offer will be conditional on the following:

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(a) Shareholders passing all of the Essential Resolutions; and
(b) the Shares to be issued under the Prospectus Offer being issued contemporaneously with Settlement.

Further details of the Prospectus Offer will be set out in the Prospectus.

A summary of ASX Listing Rule 7.1 is set out in Section 3.1 above.

The effect of Resolution 3 will be to allow the Company to issue Shares under the Prospectus Offer (including any Shortfall Shares under the SPP Offer (if any)) during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity under ASX Listing Rule 7.1.

4.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 3:

(a) the maximum number of Shares the Company may issue under the Prospectus Offer is that number of Shares, when multiplied by the Capital Raising Issue Price, will amount to $10,000,000, provided that if the Capital Raising Issue Price is $0.05 per Share, a total of;
(i) 100,000,000 Capital Raising Shares will be issued if the minimum subscription of $5,000,000 is raised; and
(ii) 200,000,000 Capital Raising Shares will be issued if the maximum subscription of $10,000,000 is raised.
(b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date;
(c) the Shares will be issued at the Capital Raising Issue Price per Share being a price yet to be determined, but not less than $0.05 per Share. The Company will announce the Capital Raising Issue Price to ASX prior to the date of the Meeting;
(d) the Shares are proposed to be issued to the applicants under the Prospectus Offer. None of these subscribers will be related parties of the Company (other than the Directors and Proposed Directors for whom Shareholder approval is being sought under Resolutions 13 to 14);
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares on issue; and
(f) the Company intends to use the funds raised under the Prospectus Offer as set out in Section 1.6.

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5. RESOLUTION 4 – CAPITAL RAISING SHARE PURCHASE PLAN OFFER

5.1 General

As set out in Section 1.5, the Company is providing an opportunity for Eligible Shareholders to participate in the SPP Offer.

As set out above in Section 4.1, ASX has granted the Company a waiver to enable the Company to undertake the Capital Raising at the Capital Raising Issue Price.

Resolution 4 seeks Shareholder approval for the issue of SPP Shares the subject of the SPP Offer.

The SPP Offer will be conducted on the same terms as the Prospectus Offer enabling Eligible Shareholders to participate at the Capital Raising Issue Price per SPP Share up to a total subscription limit of $15,000 per Eligible Shareholder. Any Shortfall Shares under the SPP Offer will be offered to investors under the Prospectus Offer.

As the Company is not certain an exception under Listing Rule 7.1 is available to the Company, the Company will seek Shareholder approval for the issue of Shares under the SPP Offer.

The SPP Offer will be conditional on the following:

(a) Shareholders passing all of the Essential Resolutions; and
(b) the Shares to be issued under the SPP Offer being issued contemporaneously with Settlement.

Voting exclusions apply to Resolution 4 as detailed in the Notice. The Company has been granted a waiver of ASX Listing Rule 7.3.8 to enable Shareholders to vote in relation to Resolution 4 notwithstanding that they may be successful applicants for SPP Shares under the SPP Offer. However, any proposed underwriter or sub-underwriter in respect of the SPP Offer will be excluded from voting on Resolution 4. The Company does not currently intend for the SPP Offer to be sub-underwritten.

A summary of ASX Listing Rule 7.1 is set out in Section 3.1 above.

The effect of Resolution 4 will be to allow the Company to issue the SPP Shares pursuant to the SPP Offer during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

5.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 9:

(a) the maximum number of SPP Shares to be issued is that number of Shares when multiplied by the Capital Raising Issue Price will amount up to $2,500,000, provided that if the Capital Raising Issue Price is $0.05 per Share, a maximum of 50,000,000 SPP Shares will be issued;
(b) the SPP Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver

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or modification of the ASX Listing Rules) and it is intended that issue of the SPP Shares will occur on the same date;

(c) the issue price will be the Capital Raising Issue Price per SPP Share being a price yet to be determined, but not less than $0.05 per Share. The Company will announce the Capital Raising Issue Price to ASX prior to the date of the Meeting;
(d) the SPP Shares will be issued to Shareholders who successfully apply for SPP Shares under the SPP Offer. None of these Shareholders will be related parties of the Company;
(e) the SPP Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and
(f) the Company intends to use the funds raised under the SPP Offer as set out in Section 1.6.

6. RESOLUTION 5 – PLACEMENT OF CAPITAL RAISING OPTIONS

6.1 General

Resolution 5 seeks Shareholder approval for the issue of 50,000,000 Capital Raising Options to Armada (or its nominees) and other non-related parties nominated by Armada in consultation with the Board in consideration for those persons introducing and assisting with the Capital Raising and Acquisition.

The Directors note that as at the date of this Notice the Company has not determined to whom the Capital Raising Options will be issued, but is seeking this approval to provide flexibility in satisfying its future anticipated future obligations. In this regard, it is not the present intention that all Capital Raising Options will be issued to Armada (or its nominees).

6.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The grant of Capital Raising Options constitutes giving a financial benefit and Armada is a related party of the Company by virtue of the fact that Ananda Kathiravelu, who controls Armada, is a Director.

The Directors (other than Ananda Kathiravelu who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Capital Raising Options because the agreement to grant the Capital Raising Options was negotiated on an arm’s length basis.

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6.3 ASX Listing Rules 7.1 and 10.11

A summary of ASX Listing Rule 7.1 is set out in Section 3.1 above.

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the grant of the Capital Raising Options involves the issue of securities to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

6.4 Technical information required by ASX Listing Rules 7.3 and 10.13

Pursuant to and in accordance with ASX Listing Rules 7.3 and 10.13, the following information is provided in relation to Resolution 5:

(a) the Capital Raising Options will be issued to Armada (or its nominees) and other non-related parties to be determined by Armada in consultation with the Board;
(b) the maximum number of options to be issued is 50,000,000 Capital Raising Options;
(c) the Capital Raising Options will be granted no later than:
(i) for the issue of Capital Raising Options to Armada – 1 month after the date of the Meeting; and
(ii) for the issue of Capital Raising Options to non-related parties – 3 months after the date of the Meeting,

(or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Capital Raising Options will occur on the same date;

(d) the Capital Raising Options will be issued for nil cash consideration in satisfaction of services provided by Armada and other non-related parties who have assisted, or will assist, the Company with the Capital Raising and Acquisition; and
(e) the Capital Raising Options will be issued on the terms and conditions set out in Schedule 2.

Approval pursuant to ASX Listing Rule 7.1 is not required for the grant of the Capital Raising Options to Armada as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the grant of Capital Raising Options to Armada will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1. Resolution 5 also seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of Capital Raising Options to non-related parties of the Company nominated by Armada in consultation with the Board.

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7. RESOLUTION 6 – CHANGE OF COMPANY NAME

Section 157(1)(a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.

Resolution 6 seeks the approval of Shareholders for the Company to change its name to “ Weebit Nano Ltd ”. The Board proposes this change of name on the basis that it more accurately reflects the proposed operations of the Company following Settlement.

If Resolution 6 is passed the change of name will take effect after ASIC alters the details of the Company’s registration.

The proposed name has been reserved by the Company and if Resolution 6 is passed, the Company will lodge a copy of the special resolution with ASIC following Settlement in order to effect the change.

8. RESOLUTIONS 7 TO 10 – ELECTION OF DIRECTORS

Clause 13.3 of the Company’s Constitution allows the Company to elect a person or persons as a Director by resolution passed in general meeting. A Proposed Director elected at a general meeting is taken to have been elected with effect immediately after the end of that general meeting unless the resolution by which the Proposed Director is appointed or elected specifies a different time.

No person other than a Proposed Director seeking re-election shall be eligible for election to the office of Director at any general meeting unless the person or some Shareholder intending to proposed his or her nomination has, at least 30 Business Days before the meeting, left at the registered office of the Company a notice in writing duly signed by the nominee giving his or her consent to the nomination and signifying his or her candidature for the office or the intention of the Shareholder to propose the person.

Notice of every candidature for election as a Director shall be given to each Shareholder with or as part of the notice of meeting at which the election is to take place.

If the number of nominations exceeds the maximum number of 9 directors as set out in the Constitution, the order in which the candidates shall be put up for election shall be determined by the drawing of lots supervised by the Directors and once sufficient candidates have been elected to fill up the vacancies available, the remaining candidates shall be deemed defeated without the need for votes to be taken on their election.

Pursuant to Resolutions 7 to 10, Mr Yossi Keret, Mr David Perlmutter, Mr Kobi BenShabat and Mr Rami Hadar seek election from Shareholders to be appointed upon Settlement occurring.

The qualifications and experience of the Proposed Directors is set out below:

Mr Yossi Keret

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

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planning. Mr Keret has played a major part in initial public offerings in NASDAQ and has led successful private equity raising for public companies.

Mr David Perlmutter

Mr David (Dadi) Perlmutter is a managing general partner in Eucalyptus Growth Capital, focusing on investment in growing technology companies in Israel. Mr Perlmutter also serves as a member of the Board of Directors of Mellanox Technologies, chairs different non-profit organizations, is a member of the Board of Governors of the Technion – Israel Institute of Technology, and sits on the board of directors of various startups.

Mr Perlmutter served until early 2014 as Executive Vice President and General Manager of the Intel Architecture Group (IAG) and chief product officer of Intel Corporation. He was responsible for the business and development of Intel’s platform solutions for all computing and communication segments including datacenters, desktops, laptops, handhelds, embedded devices, and computer electronics. In his tenure he grew the business from $35 billion in 2008 to more than $50 billion in 2013, managed 35,000 people worldwide and made investments and acquisitions exceeding $2.5 billion.

During his 34-year career at Intel, Mr Perlmutter held various technology and management positions and was directly responsible for developing several of Intel's major products and technologies that had an important impact on Intel's business and on the entire industry

Mr Kobi Ben-Shabat

Mr. Ben-Shabat has vast experience in sales, senior management and building new companies from the ground up as a Board member in various companies. Mr. Ben-Shabat was the founder and Managing Director of Open Platform Systems, which was founded in 2007 and has grown to employ 30 people across Australia and New Zealand with annual sales of $14 million, and which was acquired by Hills Ltd (ASX listed) in April 2014.

Mr Rami Hadar

Rami Hadar served as a board director and CEO and President of Allot Communications Ltd. from 2006 to 2014. Under his leadership Allot transitioned from a private company into a Nasdaq-listed public company, its sales more than quadrupled with over $100 million of sales and it became highly profitable. In 2011 Hadar was recognized as one of the top five CEOs in Israel by Calcalist magazine. Since his departure from the IDF as Captain in an elite technology unit in the Intelligence force, Mr Hadar has established and led telecommunications companies and developed global businesses for more than 24 years.

9. RESOLUTION 11 – APPROVAL OF EMPLOYEE INCENTIVE OPTION PLAN

Resolution 11 seeks Shareholder approval for the adoption of the employee incentive scheme titled “Employee Incentive Option Plan” ( Plan ) in accordance with ASX Listing Rule 7.2 (Exception 9(b)).

A summary of ASX Listing Rule 7.1 is set out in Section 3.1 above.

ASX Listing Rule 7.2 (Exception 9(b)) sets out an exception to ASX Listing Rule 7.1 which provides that issues under an employee incentive scheme are exempt for

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a period of 3 years from the date on which shareholders approve the issue of securities under the scheme as an exception to ASX Listing Rule 7.1.

If Resolution 11 is passed, the Company will be able to issue securities under the Plan to eligible participants over a period of 3 years without impacting on the Company’s ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12 month period. The Company’s Shareholders have not previously approved the Company’s adoption of the Plan and, as such, no securities have been issued under the Plan to date.

The objective of the Plan is to attract, motivate and retain key employees and it is considered by the Company that the adoption of the Plan and the future issue of performance Option under the Plan will provide selected Directors (executive or non-executive) and permitted employees and contractors of the Company with the opportunity to participate in the future growth of the Company.

Any future issues of securities under the Plan to a related party or a person whose relation with the Company or the related party is, in ASX’s opinion, such that approval should be obtained will require additional Shareholder approval under ASX Listing Rule 10.14 at the relevant time.

A summary of the key terms and conditions of the Plan is set out in Schedule 4. In addition, a copy of the Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Plan can also be sent to Shareholders upon request to the Company Secretary (+61 8 9389 9919). Shareholders are invited to contact the Company if they have any queries or concerns.

10. RESOLUTION 12 – REPLACEMENT OF CONSTITUTION

10.1 General

A company may modify or repeal its constitution or a provision of its constitution by special resolution of Shareholders.

Resolution 12 is a special resolution which will enable the Company to repeal its existing Constitution and adopt a new constitution ( Proposed Constitution ) which is updated to ensure it reflects the current provisions of the Corporations Act and ASX Listing Rules.

This will incorporate amendments to the Corporations Act and ASX Listing Rules since the current Constitution was adopted in 2006.

The Directors believe that it is preferable in the circumstances to replace the existing Constitution with the Proposed Constitution rather than to amend the existing Constitution with a multitude of specific provisions.

The Proposed Constitution is broadly consistent with the provisions of the existing Constitution. Many of the proposed changes are administrative or minor in nature including but not limited to:

(a) updating the name of the Company to that adopted in Resolution 6;
(b) updating references to bodies or legislation which have been renamed (e.g. references to the Australian Settlement and Transfer Corporation Pty Ltd, ASTC Settlement Rules and ASTC Transfer); and

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The Directors believe these amendments are not material nor will they have any significant impact on Shareholders. It is not practicable to list all of the changes to the Constitution in detail in this Explanatory Statement; however, a summary of the proposed material changes is set out below.

A copy of the Proposed Constitution is available for review by Shareholders at the Company’s website www.radariron.com.au and at the office of the Company. A copy of the Proposed Constitution can also be sent to Shareholders upon request to the Company Secretary (+61 8 9389 9919). Shareholders are invited to contact the Company if they have any queries or concerns.

10.2 Summary of material proposed changes

(a) Fee for registration of off market transfers

ASX amended ASX Listing Rule 8.14 with the effect that the Company may now charge a “reasonable fee” for registering paper-based transfers, sometimes referred to “off-market transfers”.

The Proposed Constitution is being made to enable the Company to charge a reasonable fee when it is required to register off-market transfers from Shareholders. The fee is intended to represent the cost incurred by the Company in upgrading its fraud detection practices specific to off-market transfers.

Before charging any fee, the Company is required to notify ASX of the fee to be charged and provide sufficient information to enable ASX to assess the reasonableness of the proposed amount.

(b) Partial (proportional) takeover provisions

A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder’s shares.

Pursuant to Section 648G of the Corporations Act, the Company has included in the Proposed Constitution a provision whereby a proportional takeover bid for Shares may only proceed after the bid has been approved by a meeting of Shareholders held in accordance with the terms set out in the Corporations Act.

This clause of the Proposed Constitution will cease to have effect on the third anniversary of the date of the adoption of last renewal of the clause.

Information required by Section 648G of the Corporations Act

Effect of proposed proportional takeover provisions

Where offers have been made under a proportional off-market bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a proportional off-market bid is prohibited unless and until a resolution to approve the proportional off-market bid is passed.

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Reasons for proportional takeover provisions

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.

Knowledge of any acquisition proposals

Other than as a result of the proposed Acquisition and Capital Raising, as at the date of this Notice of Meeting, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

Potential advantages and disadvantages of proportional takeover provisions

The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The potential advantages of the proportional takeover provisions for Shareholders include:

(i) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;
(ii) assisting in preventing Shareholders from being locked in as a minority in the event of a hostile takeover;
(iii) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and
(iv) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.

The potential disadvantages of the proportional takeover provisions for Shareholders include:

(i) proportional takeover bids may be discouraged;
(ii) Shareholders may lose an opportunity to sell a portion of their Shares at a premium; and
(iii) the likelihood of a proportional takeover bid succeeding may be reduced.

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10.3 Recommendation of the Board

The Directors do not believe the potential disadvantages outweigh the potential advantages of adopting the proportional takeover provisions and as a result consider that the proportional takeover provision in the Proposed Constitution is in the interest of Shareholders and unanimously recommend that Shareholders vote in favour of Resolution 12.

11. RESOLUTIONS 13 AND 14 – ISSUE OF CAPITAL RAISING SHARES TO RELATED PARTIES

11.1 General

Pursuant to Resolution 3 the Company is seeking Shareholder approval for the Capital Raising.

Resolutions 13 to 14 seek Shareholder approval for the issue of up to that number of Capital Raising Shares when multiplied by the Capital Raising Issue Price will raise up to:

(a) $50,000 to Mr Jonathan Lea (or his nominee); and
(b) $40,000 to Mr Kobi Ben-Shabat (or his nominee).

( Participation ).

Summaries of Chapter 2E of the Corporations Act and ASX Listing Rule 10.11 are set out in Sections 6.2 and 6.3 above respectively.

The Directors (other than Mr Jonathan Lea who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the Shares will be issued to the relevant related parties on the same terms as Shares issued to non-related party participants in the Capital Raising and as such the giving of the financial benefit is on arm’s length terms.

As the Participation involves the issue of Shares to related parties of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

11.2 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the Participation:

(a) the Shares will be issued to Mr Jonathan Lea and Mr Kobi Ben-Shabat (or their nominees) who are related parties by virtue of being a Director and Proposed Director respectively;
(b) the maximum number of Shares to be issued is up to that number of Capital Raising Shares when multiplied by the Capital Raising Issue Price will raise up to:
(i) $50,000 to Mr Jonathan Lea (or his nominee), being a maximum of 1,250,000 Shares if the Capital Raising Issue Price is $0.05 per Share; and

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(ii) $40,000 to Mr Kobi Ben-Shabat (or his nominee), being a maximum of 1,000,000 Shares if the Capital Raising Issue Price is $0.05 per Share;
(c) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(d) the Capital Raising Shares will be issued at the Capital Raising Issue Price, being the same as all other Shares issued under the Capital Raising;
(e) the Capital Raising Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and
(f) the funds raised will be used for the same purposes as all other funds raised under the Capital Raising as set out in Section 1.6 of this Explanatory Statement.

Approval pursuant to ASX Listing Rule 7.1 is not required for the Participation as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to the relevant related parties (or their nominees) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

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GLOSSARY

$ means Australian dollars.

Acquisition has the meaning given at Section 1.1.

Additional Patent means the patent set out in Part B of Schedule 3.

Armada has the meaning given at Section 1.1.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Capital Raising has the meaning given at Section 1.1.

Capital Raising Issue Price has the meaning given in Section 1.4.

Capital Raising Options means 50,000,000 Options to be issued on the terms and conditions set out in Schedule 2.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company or Radar means Radar Iron Limited (ACN 146 455 576).

Consideration Shares means 732,695,455 Shares to be issued to the Vendors at Settlement.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

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Directors mean the current directors of the Company.

Eligible Shareholders means a Shareholder as at the record date of 7:00pm (Sydney time) on the date that the Company announces the SPP Offer and whose address on the register is in Australia.

Essential Resolutions means Resolutions 1-4, 6-10, 13 and 14 set out in this Notice.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

HOA has the meaning given at Section 1.1.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Maximum Subscription has the meaning given at Section 1.3.

Merger has the meaning given at Section 1.1.

Minimum Subscription has the meaning given at Section 1.3.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Performance Rights means 17,304,545 performance rights to be issued to the Vendors at Settlement with the terms and conditions set out in Schedule 1.

Proposed Constitution has the meaning given at Section 10.1.

Proposed Directors means Mr Yossi Keret, Mr David Perlmutter, Mr Kobi Ben-Shabat and Mr. Rami Hadar.

Prospectus means the prospectus prepared by the Company in accordance with Chapter 6D of the Corporations Act, pursuant to which the Capital Raising up to the Maximum Subscription.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice or any one of them, as the context requires.

Rice Patents are those patent applications and issued patents as set out in Part A of Schedule 3 and any corresponding foreign patent applications and issued patents, and any divisionals, continuations, reissues and re-examinations to the extent that the claims are directed to subject matter within the use of electronic memory cells, including use in electronic devices and application-specific integrated circuits.

Rice University has the meaning given at Section 1.2.

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Settlement means settlement of the Acquisition in accordance with the terms of the HOA.

Share or means a fully paid ordinary share in the capital of the Company.

Share Purchase Plan means the Company’s securities purchase plan which contains the SPP Offer.

Shareholder means a registered holder of a Share.

SPP Offer has the meaning given in Section 1.5(b).

SPP Shares means the offer of up to that number of Shares offered under the SPP Offer when multiplied by the Capital Raising Issue Price will raise up to $2,500,000.

Vendors has the meaning given at Section 1.1.

Weebit has the meaning given at Section 1.1.

Weebit Option means an option to acquire a Weebit Share.

Weebit Share means a fully paid ordinary share in the capital of the Weebit.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – TERMS AND CONDITIONS OF PERFORMANCE RIGHTS

The following is a summary of the key terms and conditions of the Performance Rights:

(a) ( Vesting ): The Performance Rights shall vest (following which the holder may elect to convert the Performance Rights into Shares) on an annual basis in 4 equal instalments commencing on the date that is 12 months from relevant date of grant.
(b) ( Conversion ): each Performance Right will, at the election of the holder, convert into one Share.
(c) ( Lapse of a Performance Right ): If a Performance Right has not been converted into a Share prior to the date that is 5 years from the date of issue of the Performance Right, the Performance Right will automatically lapse.
(d) ( Consideration ): The Performance Rights will be issued in consideration for services provided by the Advisors under the Advisory Board Agreements and no consideration will be payable upon the conversion of the Performance Rights into Shares.
(e) ( Share ranking ): All Shares issued upon conversion of the Performance Rights will upon issue rank pari passu in all respects with other Shares.
(f) ( Listing of Shares on ASX ): The Company will not apply for quotation of the Performance Rights on ASX. However, the Company will apply for quotation of all Shares issued upon conversion of the Performance Rights within the period required by ASX.
(g) ( Timing of issue of Shares on exercise ): Within 15 Business Days after the date that the Performance Rights are exercised, the Company will:
(i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Performance Rights exercised;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under paragraph (g)(ii) of this Schedule for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy Section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) ( Transfer of Performance Rights ): A Performance Right is not transferable (including encumbering the Performance Rights).

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(i) ( Participation in new issues ): There are no participation rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Performance Rights.
(j) ( Adjustment for reconstruction ): If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder of a Performance Right are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.
(k) ( Dividend and Voting Rights ): A Performance Right does not confer upon the holder an entitlement to vote or receive dividends.

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SCHEDULE 2 – TERMS AND CONDITIONS OF CAPITAL RAISING OPTIONS

1. Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

2. Exercise Price

Subject to paragraph 10 of this Schedule, the amount payable upon exercise of each Option will be a 25% premium to the price at which funds are raised under the Capital Raising ( Exercise Price ).

3. Expiry Date

Each Option will expire at 5:00 pm (WST) on the date that is 3 years from the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

4. Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

5. Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

6. Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

7. Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

(a) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(b) if required, give ASX a notice that complies with Section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy Section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(c) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

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If a notice delivered under (7)(b) of this Schedule for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy Section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

8. Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

9. Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

10. Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

11. Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

12. Change in exercise price

Subject to paragraph 10 above, an Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

13. Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

14. Not Quoted

The Options will not be quoted on ASX.

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SCHEDULE 3 – PATENTS

Part A - Rice University Licence Agreement

App No.	Title	Filing Date	Patent no.	Issue Date
61/230,547	Silicon Oxide Based Memristive Device	31 July, 2009
12/848,626 (US)	Electronic Devices Containing Switchable Conductive Silicon Oxides As A Switching Element And Methods For Production And Use Thereof	2 August, 2010	8,592,791	26 November, 2013
14/050,589 (US)		10 October, 2013
61/443,420	SiOx-based Invisible / Transparent Non- volatile Memory	16 February, 2011
PCT/US2012/025435	Invisible – Transparent Non-volatile Memory	16 February, 2012
13/985,956 (US)		16 August, 2013
61/906,001	Porous SiOx Material for Improvement In Switching Device Performance	19 November, 2013
PCT/US2014/066363		19 November, 2014
103139906		19 November, 2014
12/435,661	Method for Fabrication of a Semiconductor Element	5 May, 2009	7,973,559	5 July, 2011
12/782,448		18 May, 2010	8,390,326	5 March, 2014
61,380,842	Addressable SiOx- based Non-volatile Memory Architecture	8 September, 2010
PCT/US2011/050812	SiOx-based Non- volatile Memory Architecture	8 September, 2011
13/821,632 (US)		8 March, 2013
61,527,847	Addressable SiOx Memory Array with Incorporated Diodes	26 August, 2011
PCT/US2012/052450		27 August, 2012
14/240,973 (US)		25 February, 2014

Part B – Additional Patent

App No.	Title	Filing Date	Patent no.	Issue Date
10-2013-0106504	Non-volatile memory device and manufacturing method of the same	5 May, 2015	10-1460100-0000	4 November, 2014

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SCHEDULE 4 – SUMMARY OF EMPLOYEE INCENTIVE OPTION PLAN

The material terms and conditions of the Employee Incentive Option Plan are as follows:

(a) Eligibility and Grant of Plan Options : The Board may grant Plan Options to any full or part time employee or Director of the Company or an associated body corporate or subject to, and in accordance with, any necessary ASIC relief being obtained, a casual employee or contractor of the Company or any or an associated body corporate ( Eligible Participant ). Plan Options may be granted by the Board at any time.
(b) Consideration : Each Plan Option issued under the Plan will be issued for nil cash consideration.
(c) Conversion: Each Plan Option is exercisable into one Share in the Company ranking equally in all respect with the existing issued Shares in the Company.
(d) Exercise Price and Expiry Date : The exercise price and expiry date for Plan Options granted under the Plan will be determined by the Board prior to the grant of the Plan Options.
(e) Exercise Restrictions : The Plan Options granted under the Plan may be subject to conditions on exercise as may be fixed by the Directors prior to grant of the Plan Options ( Exercise Conditions ). Any restrictions imposed by the Directors must be set out in the offer for the Plan Options.
(f) Renounceability: Eligible Participants may renounce their offer in favour of a nominee (the Eligible Participants and their nominees are each Participants ).
(g) Lapsing of Plan Options : Subject to the terms of the offer made to a Participant, an unexercised Plan Option will lapse:
(i) on the Eligible Participant ceasing employment with the Company and:
- (A) any Exercise Conditions have not been met by the date the Relevant Person ceases to be an Eligible Participant ( Ceasing Date ); or
- (B) where any Exercise Conditions have been met by the Ceasing Date or the Plan Option is not subject to any Exercise Conditions, the Participant does not exercise the Plan Option within a period of six (6) months after the Ceasing Date (or a further date as determined by the Board after the Ceasing Date);
(ii) if any Exercise Condition is unable to be met; or
(iii) the expiry date has passed.
(h) Share Restriction Period : Shares issued on the exercise of Plan Options may be subject to a restriction that they may not be transferred or otherwise dealt with until a restriction period has expired, as specified in the offer for the Plan Options.
(i) Disposal of Options: Plan Options will not be transferable and will not be quoted on the ASX, unless the offer provides otherwise or the Board in its absolute discretion approves.

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(j) Trigger Events : The Company may permit Plan Options to be exercised in certain circumstances where there is a change in control of the Company (including by takeover) or entry into a scheme of arrangement.
(k) Participation: There are no participating rights or entitlements inherent in the Plan Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Plan Options.
(l) Change in exercise price : A Plan Option will not confer a right to a change in exercise price or a change in the number of underlying Shares over which the Plan Option can be exercised.
(m) Reorganisation : If at any time the capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a Participant are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.
(n) Limitations on Offers : The Company must take reasonable steps to ensure that the number of Shares to be received on exercise of Plan Options offered under an offer when aggregated with:
(i) the number of Shares that would be issued if each outstanding offer for Shares, units of Shares or options to acquire Shares under the Plan or any other employee share scheme of the Company were to be exercised or accepted; and
(ii) the number of Shares issued during the previous 5 years from the exercise of Plan Options issued under the Plan (or any other employee share plan of the Company extended only to Eligible Participants),

does not exceed 5% of the total number of Shares on issue at the time of an offer (but disregarding any offer of Shares or option to acquire Shares that can ASIC Class Order 03/184).

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SCHEDULE 5 – PRO FORMA BALANCE SHEETS BASED ON MINIMUM AND MAXIMUM SUBSCRIPTION S UNDER THE CAPITAL RAISING AT A CAPITAL RAISING PRICE OF $0.0 5

	Radar Audit Reviewed 31-Dec 2015 $					Capital	Unaudited pro forma Maximum Subscription
		Weebit
		Audited	Weebit	Capital	Unaudited	Raising net of
		31-Dec	Capital	Raising	pro forma	costs
		2015	Raising (pre- Settlement)	(Minimum Subscription)	Minimum Subscription	(Maximum Subscription)
	A$	A$	A$	A$	A$	A$	A$
ASSETS
Current assets
Cash and cash equivalents	281,879	827,420	375,000	4,419,144	5,903,443	9,087,558	10,571,856
Trade and other receivables	152,105	71,235			223,340		223,340

Total current assets	433,984	898,654			6,126,783		10,795,196

Non-current assets
Exploration and evaluation expenditure	2,166,633				2,166,633		2,166,633
Plant & equipment	0	10,959			10,959		10,959

Total non-current assets	2,166,633	10,959			2,177,591		2,177,592

TOTAL ASSETS	2,600,617	909,614			8,304,374		12,972,789

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LIABILITIES
Current liabilities
Trade and otherpayables	135,523	217,814			353,337		353,337

Total current liabilities	135,523	217,814			353,337		353,337

TOTAL LIABILITIES	135,523	217,814			353,337		353,337


NET ASSETS	2,465,094	691,800			7,951,037		12,619,452

EQUITY
Issued capital	15,604,203	2,106,907	375,000	4,419,144	22,505,252	9,087,558	27,173,667
Option reserve	1,321,867	0			1,321,867		1,321,867
Accumulated losses	(14,460,976)	(1,415,107)			(15,876,082)		(15,876,082)
TOTAL EQUITY	2,465,094	691,800			7,951,037		12,619,452

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APPOINTMENT OF PROXY FORM

RADAR IRON LIMITED (TO BE RENAMED WEEBIT NANO LTD) ACN 146 455 576

GENERAL MEETING

I/We

of:

being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:

Name:

OR: the Chair of the Meeting as my/our proxy.

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 1:00pm (WST), on 18 May 2016 at Suite 8, 55 Hampden Road, Nedlands Western Australia 6009, and at any adjournment thereof.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 11 (except where I/we have indicated a different voting intention below) even though Resolution 11 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

Voting on business of the Meeting	Voting on business of the Meeting	FOR	AGAINST	ABSTAIN
Resolution 1	Change to nature and scale of activities
Resolution 2	Issue of Consideration Securities
Resolution 3	Capital Raising Prospectus Offer
Resolution 4	Capital Raising SPP Offer
Resolution 5	Placement of Capital Raising Options
Resolution 6	Change of Company Name
Resolution 7	Election of Director – Mr Yossi Keret
Resolution 8	Election of Director – Mr David Perlmutter
Resolution 9	Election of Director – Mr Kobi Ben-Shabat
Resolution 10	Election of Director – Mr Rami Hadar
Resolution 11	Adoption of Employee Incentive Option Plan
Resolution 12	Replacement of Constitution
Resolution 13	Issue of Capital Raising Shares to Mr Jonathan Lea
Resolution 14	Issue of Capital Raising Shares to Mr Kobi Ben-Shabat

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

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If two proxies are being appointed, the proportion of voting rights this proxy represents is:	If two proxies are being appointed, the proportion of voting rights this proxy represents is:	If two proxies are being appointed, the proportion of voting rights this proxy represents is:
Signature of Shareholder(s):
Individual or Shareholder 1	Shareholder 2	Shareholder 3

Sole Director/Company Secretary	Director	Director/Company Secretary
Date:
Contact name:	Contact ph (daytime):
E-mail address:	Consent for contact by e-mail:		YES	NO

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Instructions for Completing ‘Appointment of Proxy’ Form

1.

( Appointing a proxy ): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

2.

( Direction to vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

3. ( Signing instructions ):

( Individual ): Where the holding is in one name, the Shareholder must sign.
( Joint holding ): Where the holding is in more than one name, all of the Shareholders should sign.
( Power of attorney ): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.
( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.
( Attending the Meeting ): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.
( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to Radar Iron Limited, PO Box 994 Subiaco WA 6904; or
(b) email to the Company at [email protected],

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

3199-04/1470466_2

AI assistant

WEEBIT NANO LTD — Proxy Solicitation & Information Statement 2016

66042_rns_2016-04-11_e8343299-30af-4883-b7f4-89c66c3bfe2b.pdf

RADAR IRON LIMITED

ACN 146 455 576

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

CONTENTS

IMPORTANT INFORMATIO N

Time and place of Meeting

Your vote is important

Voting eligibility

Voting in person

Voting by proxy

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

AGENDA

1. RESOLUTION 1 – CHANGE TO NATURE AND SCALE OF ACTIVITIES

2. RESOLUTION 2 – ISSUE OF CONSIDERATION SECURITIES

(a) 732,695,455 Shares ( Consideration Shares )

(b) 17,304,545 Performance Rights,

Voting Prohibition Statement

(a) the proxy is either:

3. RESOLUTION 3 – CAPITAL RAISING PROSPECTUS OFFER

4. RESOLUTION 4 – CAPITAL RAISING SHARE PURCHASE PLAN OFFER

5. RESOLUTION 5 – PLACEMENT OF CAPITAL RAISING OPTIONS

6. RESOLUTION 6 – CHANGE OF COMPANY NAME

7. RESOLUTION 7 – ELECTION OF DIRECTOR – YOSSI KERET

8. RESOLUTION 8 – ELECTION OF DIRECTOR – MR DAVID PERLMUTTER

9. RESOLUTION 9 – ELECTION OF DIRECTOR – KOBI BEN-SHABAT

10. RESOLUTION 10 – ELECTION OF DIRECTOR – RAMI HADAR

11. RESOLUTION 11 – ADOPTION OF EMPLOYEE INCENTIVE OPTION PLAN

Voting Prohibition Statement:

12. RESOLUTION 12 – REPLACEMENT OF CONSTITUTION

13. RESOLUTION 13 – ISSUE OF CAPITAL RAISING SHARES TO MR JONATHAN LEA

14. RESOLUTION 14 – ISSUE OF CAPITAL RAISING SHARES TO MR KOBI BEN-SHABAT

EXPLANATORY STATEMEN T

1. BACKGROUND TO PROPOSED ACQUISITION OF WEEBIT

1.1 General background

1.2 Overview of Weebit

(a) Industry Overview and Background

(b) The nature of Weebit’s business

(c)

Explanation of ReRAM Technology

(d) Competition & Market Share

(e) Revenue Potential

(i) Smart phones and tables

(ii)

Automotive

(iii)

Health care

(iv)

Wearable

(v)

Internet of Things

Content

Connectivity

Weebit and NASA

(f) Business Strategy

1.3 Intellectual Property

1.4 Re-compliance with Chapters 1 and 2 of the Listing Rules

1.5

Capital Raising

1.6 Use of Funds

Notes

1.7 Key Contracts

(b) Rice University Licence Agreement

(c) Sponsored Research Agreement

1.8 Israeli law “Merger”

1.9 Effect on Capital Structure

Notes:

1.10

Pro Forma Statement of Financial Position

1.11 Indicative timetable

1.12 Board Intention if Settlement occurs

1.13 Composition of the Board of Directors

1.14

Advantages of the Proposals in the Resolutions

1.15

Disadvantages of the Proposals in the Resolutions

1.16 Risk Factors

WEEBIT NANO LTD Proxy Solicitation & Information Statement 2016