Radar Iron From Australia Intends to Acquire Israel-Based Weebit-Nano

Highlights

• Following the execution of an exclusive option agreement, Radar Iron Limited intends to acquire 100% of Israel based Resistive Random Access Memory (ReRAM) technology company, Weebit-Nano Ltd.
• The current addressable market for flash memory is around. $37 billion. ReRAM can replace flash memory. It is expected to be widely used by 2018.
• ReRAM allows semi-conductor memory elements to become cheaper, 1000x faster, more reliable,
  more energy efficient and more scalable by a factor of 10 than existing flash technology.
• Potential customers include cloud, data centers, smartphones, wearables, automotive, healthcare and IOT devices and platforms.
• Weebit is based in Tel Aviv, Israel and is partnering with Rice University‘s Tour Lab Group in Houston, TX (Global Leader in Materials Technology).
• ReRAM technology transforms Silicon Oxide (SiOx) into a memory element. SiOx is the most studied and produced dielectric material in the semiconductor industry allowing minimal re-tooling for industry fabricators resulting in minimal capex and manufacturing costs.
• Inventor and chief scientific advisor, James Tour is a professor of Materials Science and Nano Engineering and a Professor of Computer Science. Globally known for his work in molecular electronics and molecular switching, he holds over 60 patents and has 500 + publications. Named among The 50 Most Influential Scientists in the World Today in 2014 and selected Scientist of the Year by R&D Magazine 2013.
• The proposed ASX listing will provide a platform for Weebit to further develop the technology and take a leadership position in the ReRAM space capitalizing on further partnership opportunities.
• Discussions with leading fabricators are already underway.

Radar Iron Limited has entered into a binding heads of agreement detailing an option to acquire 100% of the issued share capital of Israel-based Weebit-Nano Ltd. Domiciled in Tel Aviv, Weebit in partnership with Rice University is one of the world’s foremost developers of Silicon Oxide (SiOx) ReRAM technology.

Weebit was incorporated in Israel in 2014. It has been built around a revolutionary memory and semiconductor technology invented by professor James Tour of Rice University in Houston, TX. He is a world-renowned leader in the field of materials engineering and nanotechnology, and retains the position of chief scientific advisor. Weebit is developing Tour’s new silicon oxide (SiOx) Resistive Random Access Memory (ReRAM) technology, and will be able to show a commercially viable product within 18 months. This quantum leap will allow semiconductor memory elements to become cheaper, faster, more reliable and more energy efficient than the existing flash technology.

Key acquisition terms

• Payment of a $75,000 option fee by Radar to acquire an exclusive 28-day option to purchase 100% of the issued capital in Weebit.
• A further $75,000 is payable at the completion of due diligence (which is to be completed within 28 day from payment of the first $75,000 payment) and Weebit shareholders holding more than 50% of the Weebit shares on issue passing a resolution to approve the transaction.
• In exchange for 100% of the issued capital in Weebit, Radar agrees to issue 750,000,000 Radar shares to the shareholders of Weebit, which will be subject to ASX escrow provisions.
• Conditions precedent for completion of the acquisition include:
  • Each of Weebit and Radar completing due diligence investigations in respect of the other within 28 days from payment of the first $75,000 payment;
  • ASX providing conditional approval for Radar to be re-instated to trading on the ASX following the acquisition of Weebit and those conditions being to the reasonable satisfaction of Radar and Weebit;
  • If necessary to re-comply with Chapters 1 and 2 of the ASX Listing Rules, Radar completing a consolidation of its issued capital on a ratio acceptable to Weebit;
  • The parties obtaining all necessary shareholder and regulatory approvals for Radar to complete the acquisition of Weebit, including a change of Radar’s name to Weebit Nano Ltd;
  • Radar undertaking the capital raising and receiving valid, non-revocable applications for at least A$5,000,000 under the capital raising; and
  • The holders of all options to acquire Weebit shares agreeing to the cancellation of their options in consideration for the issue of options to acquire Radar shares with the same aggregate value.

Radar will also issue 50,000,000 options to acquire Radar shares (exercisable at a 25% premium to the capital raising price on or before the date that is 3 years from the date of issue) to parties who introduced and assisted with the transaction.