WEEBIT NANO LTD — Regulatory Filings 2023

Mar 23, 2023

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Weebit Nano Limited (the “Company”) Registered Office Level 7 330 Collins Street MELBOURNE VIC 3000

ASX Code: WBT

Mr Dean Litis

Principal Adviser - Listings Compliance Australian Securities Exchange Level 4

North Tower, Rialto 525 Collins Street Melbourne VIC 3000

24 March 2023

Dear Mr Litis,

Weebit Nano Limited Ltd (‘WBT’): General – Aware Query

WBT refers to ASX’s Aware Query of 23 March 2023.

WBT responds to your questions as follows:

• 1) Please state the date on which WBT engaged the lead managers to the placement.

8 March 2023.

• 2) Please state the date and time that WBT became aware of the final material terms of the placement such as quantum of funds to be raised and pricing.

23 March 2023 at 5.30am Sydney time when the Joint Lead Managers provided a summary to Weebit of the terms on which they were willing to underwrite the placement.

• 3) Please state the relevant time on 22 March 2023 when WBT decided that it would be proceeding with the placement.

The decision to proceed with the placement and share purchase plan was made during a board meeting on 23 March 2023 that commenced at 6.30am.

• 4) Was any consideration given to the decrease in price of WBT’s securities during the course of 22 March 2023 in WBT’s assessment of whether the proposed placement remained confidential.

Yes.

Contact Office: +972-9-7797832 info@weebit-nano.com www.weebit-nano.com

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• 5) If the answer to question 4 is “yes”:

• a. Please explain why WBT did not deem it prudent to request a trading halt when it noted the significant price decrease on 22 March 2023.

WBT did not consider it necessary to request a trading halt following the price decrease on 22 March 2023 because it was satisfied that that the information regarding the potential placement and share purchase plan remained confidential on the basis of certain of the information in (b) below.

WBT’s view was that there were other factors that explained the decrease in share price on 22 March 2023 including that it entered the ASX300 on 17 March 2023 and since that point volume and price volatility had increased as had short selling (which is supported by publicly available information).

• b. Please explain the basis for WBT’s apparent view that the information pertaining to the placement remained confidential up until the decision was made to proceed with the placement, noting the significant price decrease.

WBT was satisfied that information regarding the potential placement and share purchase plan remained confidential up until the decision was made to proceed with the placement on the basis that:

• WBT and its advisers monitored the media and wire services and there was no information or speculation relating to a potential placement or share purchase plan

• • WBT was satisfied that appropriate arrangements were put in place to protect the confidentiality of information. These arrangements included:

  • formal wall crossing procedures which were adopted by the Joint Lead Managers to the placement which commenced after trading on the ASX closed on 21 March 2023, and involved a group of potential investors

  • the possibility of a placement and share purchase plan was known only by a limited number of people, being the ASX, long-standing advisers to WBT, experienced Joint Lead Managers, advisors for the Joint Lead Managers and a group of potential investors, all of whom understood that the information was to be treated in confidence and only to be used for permitted purposes

• no decision had been made to proceed with the placement or share purchase plan and limited soundings were being conducted during a period of general market volatility unrelated to WBT and it was not certain that the placement or share purchase plan would proceed in these circumstances

• 6) If the answer to question 4 is “no”, please explain the basis for WBT’s apparent view that its policies and procedures are sufficient to comply with its obligations under Listing Rule 3.1.

Not applicable.

• 7) Please provide separately (not for release to the market) a list of the parties that participated in the placement and the number of shares they will each acquire.

Provided.

Contact Office: +972-9-7797832 info@weebit-nano.com www.weebit-nano.com

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• 8) Please confirm that WBT is complying with the Listing Rules and, in particular, Listing Rule 3.1.

WBT confirms that it is in compliance with the Listing Rules and, in particular, Listing Rule 3.1.

• 9) Please confirm that WB’s responses to the questions above have been authorised and approved in accordance with its published continuous disclosure policy or otherwise by its board or an officer of WBT with delegated authority from the board to respond to ASX on disclosure matters.

WBT confirms that its responses to the questions above have been authorised and approved by the board of directors.

Yours faithfully

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Mark Licciardo Company Secretary

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Contact Office: +972-9-7797832 info@weebit-nano.com www.weebit-nano.com

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23 March 2023

Reference: ODIN71240

Mr Mark Licciardo Company Secretary Weebit Nano Limited Level 7, 330 Collins Street Melbourne VIC 3000

By email

Dear Mr Licciardo

Weebit Nano Limited (‘WBT’): General – Aware Query

ASX refers to the following:

• A. The decrease in the price of WBT’s securities over the course of 22 March 2023, closing at $5.54, down - 20.2% from a previous close of $6.94.

• B. WBT’s response to a price query from ASX, lodged on the ASX Market Announcements Platform (‘ MAP ’) on 23 March 2023, which stated (relevantly):

“WBT has been considering an underwritten institutional placement and a non-underwritten share purchase plan details of which will be released to the market prior to the commencement of trading on 23 March 2023.

WBT notes that no decision had been made to proceed with the placement or share purchase plan until after the close of trading on 22 March 2023 and that it was not, and is not, aware of any information relating to the placement or share purchase plan ceasing to be confidential and is not aware of any speculation in the media or on wire services in respect of the placement or share purchase plan.

For completeness, WBT notes that it entered the ASX300 on 17 March 2023 and there has been a significant increase in trading in WBT shares during the past month including days during the last week where the volume traded exceeded the number of WBT shares that traded on 22 March 2023.”

• C. WBT’s announcement titled “Weebit Nano to raise A$45 million via underwritten placement” released on MAP on 23 March 2023, which disclosed the commencement of a $45 million institutional placement priced at $5.00 per share.

• D. Listing Rule 3.1, which requires a listed entity to immediately give ASX any information concerning it that a reasonable person would expect to have a material effect on the price or value of the entity’s securities.

• E. The definition of “aware” in Chapter 19 of the Listing Rules, which states that:

“an entity becomes aware of information if, and as soon as, an officer of the entity (or, in the case of a trust, an officer of the responsible entity) has, or ought reasonably to have, come into possession of the information in the course of the performance of their duties as an officer of that entity” and section 4.4 in Guidance Note 8 Continuous Disclosure: Listing Rules 3.1 – 3.1B “When does an entity become aware of information.”

• F. Listing Rule 3.1A, which sets out exceptions from the requirement to make immediate disclosure, provided that each of the following are satisfied.

ASX Customer Service Centre 131 279 | asx.com.au

ASX Limited [[Listings]]

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• “3.1A Listing rule 3.1 does not apply to particular information while each of the following is satisfied in relation to the information:

• 3.1A.1 One or more of the following applies:

  • It would be a breach of a law to disclose the information;

  • The information concerns an incomplete proposal or negotiation;

  • The information comprises matters of supposition or is insufficiently definite to warrant disclosure;

  • The information is generated for the internal management purposes of the entity; or

  • The information is a trade secret; and

• 3.1A.2 The information is confidential and ASX has not formed the view that the information has ceased to be confidential; and

• 3.1A.3 A reasonable person would not expect the information to be disclosed.”

• G. ASX’s policy position on the concept of “confidentiality”, which is detailed in section 5.8 of Guidance Note 8 Continuous Disclosure : Listing Rules 3.1 – 3.1B. In particular, the Guidance Note states that:

“Whether information has the quality of being confidential is a question of fact, not one of the intention or desire of the listed entity. Accordingly, even though an entity may consider information to be confidential and its disclosure to be a breach of confidence, if it is in fact disclosed by those who know it, then it ceases to be confidential information for the purposes of this rule.”

Request for information

Having regard to the above, ASX asks WBT to respond separately to each of the following questions and requests for information:

1. Please state the date on which WBT engaged the lead managers to the placement.

2. Please state the date and time that WBT became aware of the final material terms of the placement such as quantum of funds to be raised and pricing.

3. Please state the relevant time on 22 March 2023 when WBT decided that it would be proceeding with the placement.

4. Was any consideration given to the decrease in price of WBT’s securities during the course of 22 March 2023 in WBT’s assessment of whether the proposed placement remained confidential?

5. If the answer to question 4 is “yes”:

6. 5.1 Please explain why WBT did not deem it prudent to request a trading halt when it noted the significant price decrease on 22 March 2023.

7. 5.2 Please explain the basis for WBT’s apparent view that information pertaining to the placement remained confidential up until the decision was made to proceed with the placement, noting the significant price decrease.

8. If the answer to question 4 is “no”, please explain the basis for WBT’s apparent view that its policies and procedures are sufficient to comply with its obligations under Listing Rule 3.1.

9. Please provide separately (not for release to the market) a list of the parties that participated in the placement and the number of shares they will each acquire.

2/4 ASX Customer Service Centre 131 279 | asx.com.au

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1. Please confirm that WBT is complying with the Listing Rules and, in particular, Listing Rule 3.1.

2. Please confirm that WBT’s responses to the questions above have been authorised and approved in accordance with its published continuous disclosure policy or otherwise by its board or an officer of WBT with delegated authority from the board to respond to ASX on disclosure matters.

When and where to send your response

This request is made under Listing Rule 18.7. Your response is required as soon as reasonably possible and, in any event, by no later than 2:00pm AEDT, 24 March 2023 . You should note that if the information requested by this letter is information required to be given to ASX under Listing Rule 3.1 and it does not fall within the exceptions mentioned in Listing Rule 3.1A, WBT’s obligation is to disclose the information ‘immediately’. This may require the information to be disclosed before the deadline set out in the previous paragraph and may require WBT to request a trading halt immediately.

Your response should be sent to me by e-mail at ListingsComplianceMelbourne@asx.com.au . It should not be sent directly to the ASX Market Announcements Office. This is to allow me to review your response to confirm that it is in a form appropriate for release to the market, before it is published on the ASX Market Announcements Platform.

Trading halt

If you are unable to respond to this letter by the time specified above, you should discuss with us whether it is appropriate to request a trading halt in WBT’s securities under Listing Rule 17.1. If you wish a trading halt, you must tell us:

• the reasons for the trading halt;

• how long you want the trading halt to last;

• the event you expect to happen that will end the trading halt;

• that you are not aware of any reason why the trading halt should not be granted; and

• any other information necessary to inform the market about the trading halt, or that we ask for.

We require the request for a trading halt to be in writing. The trading halt cannot extend past the commencement of normal trading on the second day after the day on which it is granted. You can find further information about trading halts in Guidance Note 16 Trading Halts & Voluntary Suspensions .

Suspension

If you are unable to respond to this letter by the time specified above, ASX will likely suspend trading in WBT’s securities under Listing Rule 17.3.

Listing Rules 3.1 and 3.1A

In responding to this letter, you should have regard to WBT’s obligations under Listing Rules 3.1 and 3.1A and also to Guidance Note 8 Continuous Disclosure : Listing Rules 3.1 – 3.1B. It should be noted that WBT’s obligation to disclose information under Listing Rule 3.1 is not confined to, nor is it necessarily satisfied by, answering the questions set out in this letter.

3/4 ASX Customer Service Centre 131 279 | asx.com.au

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Release of correspondence between ASX and entity

We reserve the right to release a copy of this letter, your reply and any other related correspondence between us to the market under listing rule 18.7A.

Questions

If you have any questions in relation to the above, please do not hesitate to contact me.

Yours faithfully

Dean Litis

Principal Adviser, Listings Compliance

ASX Customer Service Centre 131 279 | asx.com.au

ASX Limited [[Listings]]