WEEBIT NANO LTD — Share Issue/Capital Change 2018

Aug 2, 2018

==> picture [44 x 44] intentionally omitted <==

==> picture [10 x 14] intentionally omitted <==

==> picture [8 x 15] intentionally omitted <==

==> picture [9 x 11] intentionally omitted <==

==> picture [16 x 21] intentionally omitted <==

==> picture [16 x 21] intentionally omitted <==

==> picture [9 x 14] intentionally omitted <==

==> picture [13 x 11] intentionally omitted <==

==> picture [9 x 11] intentionally omitted <==

==> picture [14 x 15] intentionally omitted <==

==> picture [12 x 13] intentionally omitted <==

==> picture [8 x 15] intentionally omitted <==

==> picture [18 x 20] intentionally omitted <==

==> picture [16 x 20] intentionally omitted <==

==> picture [35 x 20] intentionally omitted <==

==> picture [13 x 14] intentionally omitted <==

==> picture [9 x 11] intentionally omitted <==

==> picture [15 x 15] intentionally omitted <==

==> picture [13 x 11] intentionally omitted <==

==> picture [9 x 11] intentionally omitted <==

Escrow Shares have been released

3 August 2018

Further to the WBT Weebit Nano Limited (ASX:WBT) (WBT), announcement on 19 July 2018, WBT advises that 576,355,785 fully paid ordinary shares have today been released from an ASX imposed escrow period, following expiry of the escrow period.

In accordance with ASX Listing Rule 2.8.2, WBT applies for quotation of these fully paid ordinary shares in the attached Appendix 3B.

The total number of WBT fully paid ordinary shares on issue is 1,442,815,483, all of which are now quoted.

==> picture [531 x 217] intentionally omitted <==

About Weebit Nano Limited

Weebit Nano is a leader in the development of next generation computer memory technology, and plans to become the new industry standard in this space. Its goal is to address the growing need for a significantly higher performance and lower power computer memory technology. Weebit Nano’s ReRAM technology is based on fab-friendly Silicon Oxide, allowing the company to rapidly execute, without the need for special equipment or preparations. The company secured several patents to ensure optimal commercial and legal protection for its ground-breaking technology.

Weebit Nano’s technology enables a quantum leap, allowing semiconductor memory elements to be significantly cheaper, faster, more reliable and more energy efficient than the existing Flash technology. Weebit Nano has signed an R&D agreement with Leti, an R&D institute that specialises in nanotechnologies, to further develop SiOx ReRAM technology.

• For more information please visit: http://www.weebit nano.com/

==> picture [22 x 21] intentionally omitted <==

Contact

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

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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, 04/03/13

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 – No issue of securities. End be issued of escrow period. Refer to Part 3 below 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 (e.g. 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

04/03/2013

Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the+issue date 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 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity 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 passed 6c Number of+securities issued without security holder approval under rule 7.1	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not Applicable

• See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

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 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 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
	Number	+Class
	1,442,815,483*	Ordinary fully paid shares

*Including the 576,355,785 Ordinary fully paid shares referred to in Part 3.

• See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

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
	17,304,545 5,000,000 50,000,000 49,427,400 28,000,000	Performance Rights Options - Exercise price $0.05, expiry 16 Sept 2018 Options - Exercise price $0.0625, expiry 1 Aug 2019 Options – Exercise price $0.03, expiry 30 June 2020 Options – Exercise price $0.01755, expiry 1 October 2027
	Not Applicable

Part 2 - Pro rata issue

11 Is security holder approval Not Applicable required? 12 Is the issue renounceable or nonNot Applicable renounceable? 13 Ratio in which the[+] securities Not Applicable will be offered 14 +Class of +securities to which the Not Applicable offer relates 15 +Record date to determine Not Applicable entitlements 16 Will holdings on different Not Applicable registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements Not Applicable in relation to fractions

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable)	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable

• See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

Appendix 3B New issue announcement

30 How do security holders sell Not Applicable their entitlements in full through a broker? 31 How do security holders sell part Not Applicable of their entitlements through a broker and accept for the balance? 32 How do security holders dispose Not Applicable of their entitlements (except by sale through a broker)? 33 +Issue date 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)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

• 1 - 1,000

1,001 - 5,000

5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

• 38 Number of[+] securities for which 576,355,785 +quotation is sought

• 39 +Class of +securities for which Ordinary Shares quotation is sought

• 40 Do the[+] securities rank equally in Yes all respects from the[+] issue date 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 End of Escrow Period now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security)

Number +Class 42 Number and +class of all 1,442,815,483 Ordinary fully paid +securities quoted on ASX shares ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

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 is not available now, we 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: Company secretary

Date: 3 August 2018

Print name: Mark Licciardo

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013