Ann: Public & SPP Offers Closed-RAD.AX, page-23

You tell me. I'd have to go back and carefully reread all the announcements but if you haven't noticed we are in a trading suspension. I recall the terms of the transaction with Weebit contained some conditions precedents and the last announcement included the following statement.

"Due to delays in satisfying the conditions precedent to settlement of the Acquisition, the board of the Company resolved to extend the cleansing offer until 31 July 2016 in order to ensure that it remains open at settlement."

OK I've grabbed those conditions precedents from the prospectus issued at the beginning of May and pasted them below. I'm no expert on ASX and legal compliance issues but let's look at them quickly.

i) OK both companies have to be happy with any conditions the ASX may impose on them before the shares can trade again. Well I don't know what ASX would be trying to impose, maybe some escrow provisions. They shouldn't be a cause for delay or a show stopper if the parties are serious about developing this technology. Other than that I can't think of anything else. Any ideas out there?

ii) well we've given them shareholder approval. I also remember reading something about gaining Israeli court approval for something (I would need to dig to find out what that was and if it has happened yet). Was it the acquisition of the Weebit shares?? Any ideas out there?

iii) raising a minimum of $5 million. Well we don't know how we are going because they haven't told us. The price has been agreed though. Is this the most obvious possibility that is holding this up? I hope not because it means the market is either stupid and overlooking the great potential of this technology or there is some fundamental flaw with their business model which isn't immediately apparent to me. Obviously still a risky venture but one worth pursuing in my opinion. If it's just the market not understanding the potential I'll be very upset.

iv) We've done that already right???

v) Holding agent??? functions under the agreement?? not making a lot of sense to me. Anyone know what they are talking about here?

Eshmun

(c) (Conditions Precedent): completion of the Acquisition is conditional upon
the satisfaction (or waiver) of the following outstanding Conditions
Precedent:

(i) conditional approval by ASX to reinstate the securities of the
Company to trading on ASX (after the Company re-complies
with Chapters 1 and 2 of the ASX Listing Rules) and those
conditions being to the reasonable satisfaction of the Company
and Weebit;

(ii) the parties obtaining all necessary regulatory and shareholder
approvals to complete the Acquisition, the expiration of any
necessary statutory waiting periods and the filing of all merger
notices and proposals required under the applicable law;

(iii) the Company undertaking a capital raising and receiving valid
non revocable applications for at least $5,000,000 worth of
Shares under the capital raising at an issue price agreed
between RAD and WEEBIT, acting reasonably;

(iv) the Company obtaining shareholder approval to give effect to
the Acquisition and the change of the Company name to
“Weebit Nano Ltd” (or such other name as is agreed between
the parties);

(v) Weebit and or the holding agent obtaining any relief from ASIC
or any ASX waiver required to permit the holding agent to​

perform the functions contemplated under the Agreement;

​