SPACETALK LTD — Capital/Financing Update 2007

May 28, 2007

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.

Name of entity

MGM Wireless Limited

ABN

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).

$\mathbf{1}$ +Class of +securities issued or to be issued

Ordinary Fully Paid Shares

500,000

• $\overline{2}$ 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 *convertible securities. the conversion price and dates for conversion)

Equal 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)

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

$3$ cents

Exercise of options (31/12/07; 3 cents)

28 May 2007

$\overline{8}$ Number and +class of all *securities quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class
173, 121, 690	Ordinary Shares
14,103.380	30/11/2010 optionsexercisable at 20 cents

		Number	- Class
9	Number and telassof -all	5,100,000	31/12/2010 options
	securities not quoted on ASX		exercisable at 20 cents
	(including the securities in clause)
	2 if applicable)	2,000,000	30/06/2007 options
		exercisable at 3 cents
		8,500,000	$31/12/2007$ incentive options
			exercisable at 3 cents
		5,400,000	31/01/2010 incentive options
			exercisable at 7 cents
		3,000,000	31/01/2010 incentive options
			exercisable at 9 cents
10	Dividend policy (in the case of a.	N/A

trust, distribution policy) on the increased capital (interests)

N/A

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 ا⊽
• $(b)$

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.
• 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.
• 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 Bassett	Date: 28 May 2007
	Company secretary

Print name: Neville John Bassett

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