WEEBIT NANO LTD — Share Issue/Capital Change 2017

Feb 27, 2017

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ASX Announcement

28 February 2017

Update on Restricted Securities released from escrow

Appended below is an application in the form of an Appendix 3B for quotation of additional securities and agreement regarding 14,706,492 ordinary fully paid shares to be released from escrow today. This total corrects a rounding error in the schedule advised on 27 February 2017. A calculation error pertaining to the shares due to be released on 10 March 2017 and included previously has also been corrected in the schedule set out below.

Number of shares Release date 2,673,745 1/03/2017 1,871,860 7/03/2017 534,689 10/03/2017 1,870,065 14/03/2017 6,950,359*

(*The Company will subsequently lodge an additional Appendix 3B for these remaining shares currently held in escrow, requesting they be quoted on the ASX as required under Listing Rule 2.8.2).

About Weebit

Weebit is a world leader in developing Silicon Oxide based ReRAM, an emerging technology that will aim to provide the next generation memory solutions. ReRAM combines the advantages of both DRAM and Flash. It is non-volatile, extremely fast, and shows potentially better energy efficiency than Flash. By using Silicon Oxide, Weebit plans to provide high performing and reliable cost effective next generation memory solution. For more information please visit - http://www.weebit nano.com/

For further information contact

Yossi Keret CEO yossi@weebit-nano.com

Chris Lobb Company Secretary 03 8689 9997 chrisl@mertons.com.au

________________ Weebit Nano Ltd ABN: 15 146 455 576 Registered Office: Level 7, 330 Collins Street Melbourne VIC 3000

Appendix 3B New issue announcement

Appendix 3B

New issue announcement, application for quotation of additional securities

and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

WEEBIT NANO LTD

ABN

15 146 455 576

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to Not applicable be issued 2 Number of[+] securities issued or Not applicable to be issued (if known) or maximum number which may be issued 3 Principal terms of the Not applicable +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally Not applicable in all respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration Not applicable 6 Purpose of the issue Not applicable (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an[+] eligible entity Not applicable that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder resolution under rule 7.1A was Not applicable

6b The date the security holder resolution under rule 7.1A was Not applicable passed 6c Number of[+] securities issued without security holder approval Not applicable under rule 7.1

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering +securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	592,002,876	Ordinary fully paid shares

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	583,573,339 17,304,545 5,000,000 8,000,000 3,000,000 50,000,000	Ordinary shares Performance Rights A. Exercise price $0.05 expiry 16 Sept 2018 B. Exercise price $0.05 expiry 31 Oct 2017 C. Exercise price $0.01 expiry 30 Sept 2017 D. Exercise price $0.0625 expiry 29 July 2019
	N/A

Part 2 - Bonus issue or pro rata issue

Questions 11 to 33 not applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a)[Securities described in Part 1 ]

• (b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Questions 35 to 37not applicable

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which a) 14,706,492 +quotation is sought 39 Class of +securities for which Fully paid ordinary shares quotation is sought 40 Do the[+] securities rank equally in Yes all respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 41 Reason for request for quotation a) End of restriction period 28 February 2017 now

(if issued upon conversion of another security, clearly identify that other security)

Number +Class 42 Number and +class of all + 592,002,876 Ordinary fully paid securities quoted on ASX ( including the securities in clause shares 38)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 28 February 2017 Company Secretary

Print name: Chris Lobb = = = = = = =

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 6