Weebit Nano : Cleansing Prospectus

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WEEBIT NANO LTD

ACN 146 455 576

CLEANSING PROSPECTUS

For the offer of up to 352 Shares in the capital of the Company at a price of $2.84 per Share to raise approximately $1,000 (before expenses) (Cleansing Offer).

This Cleansing Prospectus has been prepared primarily for the purpose of section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of Shares issued by the Company prior to the issue of this Cleansing Prospectus.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This is an important document. If, after reading this Cleansing Prospectus you have any questions about whether you should invest in the Cleansing Offer, you should seek professional advice before making any investment decision. You can also contact the Company's corporate and investor relations advisor Market Eye on 03 9591 8901 (in Australia) or [phone] (outside Australia) between 9.00am to 5.00pm (AEDT) Monday to Friday.

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Important information

This Cleansing Prospectus is dated 19 January 2022 and was lodged with ASIC and ASX on that date. ASIC, ASX and their respective officers take no responsibility for the contents of this Cleansing Prospectus or the merits of the investment to which this Cleansing Prospectus relates.

No Shares will be issued on the basis of this Cleansing Prospectus later than 13 months after the date of this Cleansing Prospectus.

It is important that investors read this Cleansing Prospectus in its entirety and seek professional advice where necessary. The Shares the subject of this Cleansing Prospectus should be considered highly speculative.

The Cleansing Offer is only available to those who are personally invited to accept the Cleansing Offer. Applications for Shares offered pursuant to this Cleansing Prospectus can only be submitted on an original Application Form which accompanies this Cleansing Prospectus.

This Cleansing Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been p repared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Cleansing Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

The information in this Cleansing Prospectus does not constitute financial product advice and does not take into account your investment objectives, financial situation or particular needs.

Definitions and time

Defined terms used in this Cleansing Prospectus are contained in the Glossary. All references to time are to Australian Eastern Daylight Time, unless otherwise indicated.

Past performance

Past performance and pro-forma historical information in this Cleansing Prospectus is given for illustrative purposes only and cannot be relied upon as an indicator of (and provides no guidance as to) future WBT performance. The historical information in this Cleansing Prospectus is, or is based upon, information that has been released to ASX.

Future performance

This Cleansing Prospectus contains certain forward-looking statements. Forward-looking statements can generally be identified by the use of forward-looking words such as "may", "should", "will", "expect,

"intend", "plan", "estimate", "anticipate", "believe", "continue", "objectives", "outlook", "guidance" or other similar words, and include statements in this Cleansing Prospectus regarding certain plans,

strategies and objectives of management of WBT and expected financial performance, the conduct and outcome of the Cleansing Offer and the use of proceeds.

These forward-looking statements contained in this Cleansing Prospectus involve known and unknown risks, uncertainties and other factors which are subject to change, without notice, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct.

Forward-looking statements are provided as a general guide only and there can be no assurance that actual outcomes will not differ materially from these statements. In particular, such forward-looking statements are subject to significant uncertainties and contingencies, many of which are outside the control of WBT. A number of important factors could cause actual results or performance to differ

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materially from the forward-looking statements. Investors should consider the forward-looking statements contained in this Cleansing Prospectus in light of those disclosures.

Neither WBT, nor any other person, gives any representation, warranty, assurance nor will guarantee that the occurrence of the events expressed or implied in any forward-looking statement actually occur. WBT disclaims any responsibility for the accuracy or completeness of any forward-looking statements whether as a result of new information, future events or results or otherwise. WBT disclaims any responsibility to update or revise any forward -looking statement to reflect any change in WBT's financial condition, status or affairs or any change in events, conditions or circumstances on which a statement is based, except as required by law.

Not for distribution outside Australia

This Cleansing Prospectus, any accompanying ASX announcements and the Application Form do not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or to any person who is acting for the account or benefit of any person in the United States (to the extent such person holds WBT Shares and is acting for the account or benefit of a person in the United States), or any other jurisdiction in which, or to any person to whom, such offer would be illegal. The Shares have not been, nor will be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States.

The Cleansing Offer may not be taken up by, and the Shares may not be offered or sold to, any person in the United States or any person that is, or is acting for the account or benefit of, any person in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

This Cleansing Prospectus may not be released or distributed in the United States. The distribution of this Cleansing Prospectus in other jurisdictions outside Australia may also be restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

Risks

An investment in the Shares is subject to investment and other known and unknown risks, some of which are beyond the control of WBT, including possible delays in repayment and loss of income and principal invested. WBT does not guarantee any particular rate of return or the performance of WBT, nor does it guarantee the repayment of capital from WBT or any particular tax treatment.

Shareholders should refer to Section 6 this Cleansing Prospectus for a summary of general and specific risk factors that may affect WBT.

Other general matters

Please read Section 7 of this Cleansing Prospectus carefully for other important notices, disclaimers and acknowledgements.

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CONTENTS

1. CORPORATE DIRECTORY
2. KEY DATES OF CLEANSING OFFER
3. DETAILS OF THE CLEANSING OFFER
4. PURPOSE AND EFFECT OF THE CLEANSING OFFER
5. RIGHTS AND LIABILITIES ATTACHING TO SHARES
6. RISK FACTORS
7. ADDITIONAL INFORMATION
8. DIRECTORS' AUTHORISATION
9. GLOSSARY

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1	CORPORATE DIRECTORY
	Directors	Solicitors
	David (Dadi) Perlmutter	King & Wood Mallesons
	Chairman	Level 61, 1 Farrer Place
	Jacob (Coby) Hanoch	Sydney NSW 2000
	Managing Director and CEO	Share Registry
	Yoav Nissan-Cohen	Computershare Investor Services Pty
	Executive Director	Limited
		Yarra Falls 452 Johnston St
	Ashley Mark Krongold	Abbotsford VIC 3067
	Non-Executive Director	Auditor
	Frederick Bart
	Non-Executive Director	Nexia Perth Audit Services Pty Ltd
		Level 3, 88 William Street
	Atiq Raza	Perth WA 6000
	Non-Executive Director
	Company Secretary	Corporate Adviser and Investor Relations
	Market Eye Pty Ltd
	Mark Licciardo	Level 3, Heritage Building, Olderfleet 477
	Mertons Corporate Services Pty Ltd	Melbourne VIC 3000
	Level 7, 330 Collins Street

Melbourne VIC 3000

ASX Code

Registered Office

WBT

C/- Mertons Corporate Services Pty Ltd

Level 7, 330 Collins St

Melbourne VIC 3000

Telephone: [phone]

Website:www.weebit-nano.com

Email: [e-mail]