SPACETALK LTD — Capital/Financing Update 2022

Dec 18, 2022

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ASX Announcement Spacetalk Ltd. (ASX:SPA) 19[th] December 2022

Loan Facility Restructure Completed

Spacetalk Ltd. (ASX:SPA) (“Spacetalk” or “Company”), the Australian company that provides safety and connectivity to families, is pleased to advise that the restructure of its loan facility with PURE Asset Management (“PURE”) has been successfully completed.

Further to the Company’s announcement of 23 November 2022, Spacetalk has now executed agreements with PURE so as to reduce the interest rates and extend the term on its loan facility. The final commercial terms are the same as those prior advised and appended to this announcement.

The executed agreements detail that the:

• interest rate for the $3.0 million term loan will be 9.5% per annum, with the repayment date remaining 20 March 2025; and

• interest rate for the $2.0 million bridging loan will be reduced to 9.5% per annum, with the repayment date extended to 1 July 2024 from the current 10 September 2023.

The interest rate reduction will result in an annualised saving of over $0.3 million.

As part of this renegotiation, Spacetalk issued to PURE a warrant over 90 million Spacetalk shares, exercisable at any time prior to 13 March 2025 (7 days prior to repayment date of the term loan). The warrant exercise price will be $0.06 per share with provision for a price adjustment under certain circumstances including but not limited to a change of control or future equity issuances exceeding 15% of shares on issue. The warrant price represents a 100% premium to the price of the current rights issue.

Should this warrant be exercised in full at $0.06 per share, this would provide the Company with an additional $5.4 million of cash, an amount sufficient to fully extinguish existing PURE facility.

Pure have also confirmed its intention to participate in the current rights issue.

This announcement has been authorised by the Spacetalk Board.

Spacetalk Ltd. (ASX:SPA) ABN 93 091 351 530 The Parks, Suite 13, 154 Fullarton Road, Rose Park, South Australia 5067 www.spacetalkwatch.com

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Appendix – Key PURE Facility Terms

Term Loan Interest Rate	• 9.50% per annum, paid quarterly
Term Loan RepaymentDate	• $3,000,000 repayable on 20 March 2025
Bridging Loan InterestRate	• 9.50% per annum, paid quarterly
Bridging Loan RepaymentDate	• $2,000,000 repayable on 1 July 2024
Voluntary Repayment	• In minimum tranches of $500,000, on 60 business days’notice, with a 2.50% repayment fee
Security	• First ranking charge over all present and after-acquiredproperty of the Company and its subsidiaries per existingGeneral Security Deed
Financial Covenant Pre-30 June 2023	• Upon finalising the Deed of Amendment andRestatement and the receipt of binding commitmentsfor a capital raising prior to 31 December 2022, existingcovenants will be rescinded and replaced as follows:• Pre-30 June 2023o Financial Covenants in respect of minimum cashholdings adjusted for inventory increases and tradecreditors.• Post-30 June 2023o Financial Covenant in respect of minimum cashholdings plus one additional covenant to be agreedprior to 30 April 2023.
Warrant	• A warrant over 90,000,000 shares• Subject to an Exercise Price being the lower of $0.06 andadjusted price in the event of a change of control or newequity issuance, exceeding 15% of shares on issue,provided that no adjustment will occur as a result of theentitlement issue announced on 23 November 2022

Spacetalk Ltd. (ASX:SPA) ABN 93 091 351 530 The Parks, Suite 13, 154 Fullarton Road, Rose Park, South Australia 5067 www.spacetalkwatch.com

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For more information, please contact:

Saurabh Jain Acting CEO and Managing Director investors@spacetalkwatch.com P: +612 1300 087 423

About Spacetalk Ltd.

Spacetalk Ltd. (ASX:SPA) is and Australian company that strives to bring the best wearables and software ecosystem to families around the world to advance child safety, development, and wellness.

The ASX-listed company is recognised globally as a leader in the connected wearables industry thanks to its unique proprietary ecosystem that keep families connected. This market-leading hardware and trusted, parent-controlled software platform enable children and families to experience the benefits of mobile technology securely and with confidence.

With the Spacetalk App, parents can prevent their children’s’ access to the open internet, social media and inappropriate adult content while blocking calls and messages from unknown senders. The app also keeps track of a child’s location and is customisable so every feature can be enabled and disabled as needed.

Spacetalk’s best-in-class software platform supports children’s development by facilitating engaging, confidence-building experiences that the whole family can participate in and enjoy.

The Spacetalk smartphone-watch is a child’s first mobile phone, offering all the benefits of a smartphone and operating on a secure, private and parent-controlled ecosystem that can be customised to reflect each family’s needs and values. Together, the watches and software platform provide a complete digital communication solution that families can rely on at all times.

Spacetalk was founded in 2001 and listed on the ASX in 2003 as MGM Wireless Limited, which developed the world’s first SMS student absence notification platform for schools and went on to become Australia’s most successful school messaging company. On 12 November 2020 the Company changed its name to Spacetalk Ltd.

To learn more about the Spacetalk devices and app platform, and the Company, please visit: https://www.spacetalkwatch.com/. Investor Centre: https://investors.spacetalkwatch.com/.

Spacetalk Ltd. (ASX:SPA) ABN 93 091 351 530 The Parks, Suite 13, 154 Fullarton Road, Rose Park, South Australia 5067 www.spacetalkwatch.com