SPACETALK LTD — Capital/Financing Update 2021

Nov 1, 2021

Proposed issue of securities

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Announcement Summary

Entity name

SPACETALK LTD

Announcement Type

New announcement

Date of this announcement

2/11/2021

The Proposed issue is:

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An offer of securities under a securities purchase plan A placement or other type of issue

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
SPA	ORDINARY FULLY PAID	13,157,895

+Record date

1/11/2021

Offer closing date

26/11/2021

+Issue date

3/12/2021

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
SPA	ORDINARY FULLY PAID	42,105,264

Proposed +issue date 9/11/2021

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

SPACETALK LTD

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ACN

Registration Number 091351530

1.3 ASX issuer code

SPA

1.4 The announcement is

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New announcement

1.5 Date of this announcement

2/11/2021

1.6 The Proposed issue is:

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An offer of +securities under a +securities purchase plan A placement or other type of issue

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Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan issue can proceed on an unconditional basis? No

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Part 4B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

SPA : ORDINARY FULLY PAID

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

SPA : ORDINARY FULLY PAID

Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 13,157,895

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? No

Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes

Is the minimum acceptance unit based or dollar based? Dollar based ($)

Please enter the minimum acceptance value

$ 1,000

Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? Yes Is the maximum acceptance unit based or dollar based? Dollar based ($)

Please enter the maximum acceptance value

$ 30,000

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Describe all the applicable parcels available for this offer in number of securities or dollar value
$1,000; $2,000; $5,000; $10,000; $15,000; $20,000; $25,000 and $30,000
Offer price details
Has the offer price been determined?
Yes
In what currency will the offer What is the offer price per
be made? +security?
AUD - Australian Dollar AUD 0.19000
Oversubscription & Scale back details
Will a scale back be applied if the offer is over-subscribed?
Yes
Describe the scale back arrangements
The scale-back will be applied on a pro rata basis to all participants based on the size of the existing
holding at the record date.
Will these +securities rank equally in all respects from their issue date with the existing issued
+securities in that class?
Yes
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Part 4C - Timetable 4C.1 Date of announcement of +security purchase plan 2/11/2021 4C.2 +Record date 1/11/2021 4C.3 Date on which offer documents will be made available to investors 12/11/2021 4C.4 Offer open date 12/11/2021 4C.5 Offer closing date 26/11/2021 4C.7 +Issue date and last day for entity to announce results of +security purchase plan offer 3/12/2021

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Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Yes

Part 4E - Fees and expenses 4E.1 Will there be a lead manager or broker to the proposed offer? No 4E.2 Is the proposed offer to be underwritten? No 4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Nil Part 4F - Further Information 4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue Working and growth capital, including to resource the Company's North American expansion and to meet market demand from existing distribution channels. 4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No 4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer The offer will only be available to security holders with a registered address in Australia and New Zealand. 4F.3 URL on the entity's website where investors can download information about the proposed offer https://investors.spacetalkwatch.com/ 4F.4 Any other information the entity wishes to provide about the proposed offer No

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 30/11/2021 Actual

Comments

Tranche 2 of the placement is subject to accessing additional placement capacity.

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

SPA : ORDINARY FULLY PAID

Number of +securities proposed to be issued

42,105,264

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

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In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.19000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable

7C.1 Proposed +issue date 9/11/2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

13,074,603

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

16,563,397

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

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Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Veritas Securities Limited

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 2% management fee and 3% selling fee 7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Nil

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Working and growth capital, including to resource the Company's North American expansion and to meet market demand from existing distribution channels.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

No

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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