SPACETALK LTD — Capital/Financing Update 2004

Jun 2, 2004

Suite e6, 128 Hindley Street Adelaide SA 5000 P: 08 8415 5165 F: 08 8231 5200 W: www.mgmwireless.com ABN 29 104 182 42

3 June 2004

Companies Announcement Office Australian Stock Exchange Limited 20 Bridge Street Svdnev NSW 2000

COMPLETION OF SHARE PLACEMENT

The Board of Directors of MGM Wireless Limited ("MGM") is pleased to announce that the placement of 14,000,000 fully paid ordinary shares in MGM at $0.015 per share as announced to Australian Stock Exchange Limited on 11 May 2004 has been completed successfully and was fully subscribed.

The new shares have been placed through Taylor Collison Limited, stockbrokers to a number of professional investors.

The total funds raised from the issue of $210,000 are to be used by MGM primarily for working capital purposes and to assist in the marketing of "Message You" to Australian schools.

The shares issued in the placement will rank equally with existing ordinary shares on issue.

MGM confirms that shareholder approval is not required for the share placement.

Appendix 3B New Issue announcements in respect of the placement transaction are attached.

In accordance with ASIC Class Order 02/1180, the directors of MGM advise there is no information that would be required to be disclosed under sub-section 713(5) of the Corporations Act 2001 ("Act") if a prospectus were to be issued in reliance on section 713 of the Act in relation to an offer of the securities

Mark Fortunatow - Managing Director

For further information, please contact:

Mr Mark Fortunatow Managing Director MGM Wireless Limited Mr Craig Ball Director Taylor Collison Limited

Ph: 08 8415 5165

Ph: 08 8212 2688

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

MGM Wireless Limited

ARN 93 091 351 530

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).

$\mathbf{I}$ +Class of +securities issued or to be issued

Ordinary fully paid shares

• $\overline{2}$ Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if securities. *convertible the conversion price and dates for conversion)

14,000,000 ordinary fully paid shares

Pari passu with existing ordinary fully paid shares.

$\overline{4}$ Do the *securities rank equally 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 $\bullet$
• the extent to which they $\bullet$ participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not $\bullet$ rank equally, other than in relation to the next dividend, distribution or interest payment

5 Issue price or consideration

Purpose of the issue 6 (If issued as consideration for the acquisition of assets, clearly identify those assets)

1.5 cents per share

2 June 2004

For working capital purposes and to assist in the marketing of "Message You" to Australian schools.

$\overline{\overline{z}}$ Dates of entering $\pm$ securities into $\left[$ uncertificated holdings or despatch of certificates

*securities quoted on ASX (including the securities in clause

*class of all

Number and

2 if applicable)

Number	+ Class
94,158,190	Ordinary Shares
14,103.380	30/11/2010 optionsexercisable at 20 cents

$\overline{8}$

		Number	+ Class
9	Number and telass ofall*securities not quoted on ASX	38,143,500	Ordinary Shares
	(including the securities in clause2 if applicable)	5,100,000	31/12/2010 optionsexercisable at 20 cents
10	Dividend policy (in the case of $a \mid N/A$trust, distribution policy) on theincreased capital (interests)

Part 3 - Quotation of securities

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

• $34$ Type of securities $(iick one)$
• Securities described in Part 1 $(a)$ $\bar{\mathbf{X}}$
• $(b)$ 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

Ouotation agreement

• *Ouotation of our additional *securities is in ASX's absolute discretion. ASX $\mathbf{1}$ may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
  • The issue of the *securities to be quoted complies with the law and is $\blacksquare$ 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 $\bullet$ 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.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided 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 $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
• $\overline{3}$ 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.
• $\overline{4}$ 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:	N J BassettCompany secretary	Date: 3 June 2004
	Print name: Neville John Bassett

$\equiv \equiv \equiv \equiv \equiv \equiv \equiv \equiv$