SPACETALK LTD — Capital/Financing Update 2023

Sep 5, 2023

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ASX Announcement | 6 September 2023 Spacetalk Limited (ASX: SPA)

Spacetalk Completes Placement and launches Entitlements Offer

Despatch of Offer Letter to Eligible Shareholders

Spacetalk Ltd (ASX:SPA) (“ Spacetalk ” or “ Company ”), is pleased to announce the despatch of the letter to eligible shareholders attached as an Annexure to this announcement, in relation to the Non-Renounceable Entitlement Offer ( Entitlement Offer ) as announced to ASX on 28 August 2023.

The Company also advises that the Entitlement Offer and the Entitlement Offer website below are now open: www.computersharecas.com.au/spacetalk

This ASX announcement has been authorised by the Spacetalk Limited Company Secretary

For further information, please contact:

Spacetalk Limited (ASX: SPA) Media & Investor Enquiries Simon Crowther The Capital Network CEO and Managing Director Julia Maguire T: 1300 087 423 P: +61 2 8999 3699 E: julia@thecapitalnetwork.com.au

About Spacetalk Limited (ASX:SPA)

Spacetalk Limited (ASX:SPA) is a software services and smartwatch hardware product developer. As a package, the company’s technology platform provides a complete digital communication solution that supports safety and security for families across their life cycles and for employees working in remote settings. The company’s unique proprietary ecosystem, which has continued to evolve over time, is today recognised as a leader in family safety and the connected wearables industry.

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The Spacetalk technology platform comprises both market-leading hardware and a trusted, client-controlled software platform that provides safety and security to users via the benefits of mobile technology.

The multi-functional Software-as-a-Service Spacetalk App can be customised, giving clients the ability to enable or disable individual features. Parents are empowered to block their child's access to the open internet, social media and inappropriate adult content while simultaneously blocking calls and messages from unknown senders. The app can also track the location of vulnerable family members, including children and seniors requiring constant monitoring.

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

Spacetalk’s core hardware, its smartphone-watch, is effectively a child’s first mobile phone. It offers all the benefits of a smartphone, operating on a secure, private and parent-controlled ecosystem that can be customised to reflect each family’s needs and values.

To learn more, please visit: www.spacetalk.co

For more information

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6 September 2023

Dear Shareholder

SPACETALK LTD. – PRO-RATA NON-RENOUNCEABLE RIGHTS ISSUE

As announced on 28 August 2023, Spacetalk Ltd (ACN 091 351 530) ( Company ) is undertaking a non-renounceable rights issue of one (1) fully paid ordinary share in the capital of the Company ( Share ) for every 2.5 Shares held at an issue price of $0.022 per Share, together with one (1) free attaching option for every two (2) Shares subscribed for and issued ( New Option ), to raise up to $2,738,938 ( Offer ).

The Company lodged a prospectus for the Offer ( Prospectus ) with ASIC on 28 August 2023 and the Prospectus was released on the Company’s ASX announcement platform on the same day.

The Offer is partially underwritten by Thorney Technologies Ltd and TIGA Trading Pty Ltd ( Underwriter ). The material terms and conditions of the Underwriter’s appointment is set out in section 6.4.2 of the Prospectus. Veritas Securities Limited (AFSL 297 043) ( Lead Manager ) has been engaged by the Company as the lead manager to the Offer. The material terms and conditions of the Lead Manager’s engagement is set out in section 6.4.1 of the Prospectus.

The Company intends to apply the funds raised from the Offer (less expenses) towards the purchase of inventory, execution of its strategic initiatives, including the costs associated with launching new products and upgrading the schools system and expenses of the Offer. For further specifics of the use of funds please refer to section 3.1 of the Prospectus.

Following completion of the Offer, assuming any shortfall is subsequently placed and the full subscription is raised, the Company will have issued approximately 124,497,176 Shares and 62,248,588 New Options, resulting in total Shares on issue of 470,362,842 and total Options on issue of 167,298,237.

We are writing to you as an eligible shareholder on the Offer's record date, entitled to participate in the Offer.

How to access the Prospectus

1. ONLINE –The Prospectus can be accessed via

   • a. the Company’s website: www.computersharecas.com.au/spacetalk; or

   • b. the ASX website: https://www.asx.com.au/markets/trade-our-cashmarket/announcements.spa (ASX code: SPA).

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1. PAPER – Request a paper copy of the Prospectus and your personalised Entitlement and Acceptance Form from the Company Secretary, Kim Clark by email at: Kim.Clark@boardroomlimited.com.au

The Offer closes at 5:00pm (ACST) on 22 September 2023.

Participation in Offer

The number of securities for which you are entitled to apply for under the Offer ( Entitlement ) is shown on your personalised Entitlement and Acceptance Form, which is enclosed with this letter.

Fractional entitlements will be rounded up to the nearest whole number.

Any Entitlement not taken up pursuant to the Offer will form the shortfall ( Shortfall Offer ). Eligible Shareholders who wish to subscribe for additional Securities above their Entitlement are invited to apply for shortfall by making payment for such shortfall in accordance with section 2.4 of the Prospectus. The directors, in conjunction with the Underwriter, reserve the right to issue shortfall at their absolute discretion.

Entitlement and Acceptance Form Applications

Your acceptance of securities under the Offer must be made following the instructions on your personalised Entitlement and Acceptance Form (which is enclosed with this letter) and paying the application monies electronically by BPay or EFT in accordance with the instructions of the Entitlement and Acceptance Form.

If you would like to access your personalised Entitlement and Acceptance Form online please follow the instructions set out in section 2.4 of the Prospectus.

Actions required of Eligible Shareholders

There are a number of actions you may take in relation to the Offer, which are outlined in the Entitlement and Acceptance Form and are set out below:

1. accept your full Entitlement;

2. accept your full Entitlement and apply for additional Securities as part of the Shortfall Offer;

3. take up a proportion of your Entitlement and allow the balance to lapse; or

4. if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything.

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Key dates for the Offer

Event	Proposed Date
Lodgement of Prospectus with the ASIC	28 August 2023
Lodgement of Prospectus and Appendix 3B with ASX	28 August 2023
Ex date	31 August 2023
Record Date for determining Entitlements	1 September 2023
Issue of Shares under Placement	6 September 2023
Offer opening date, Prospectus sent out to Shareholders and Companyannounces this has been completed	6 September 2023
Last day to extend the Closing Date	19 September 2023
Closing Date as at 5:00pm ACST*	22 September 2023
Shares quoted on a deferred settlement basis	25 September 2023
ASX and Underwriter notified of under subscriptions	28 September 2023
Underwriter subscribes for part of Shortfall under terms of UnderwritingAgreement	28 September 2023
Issue date and lodgement of Appendix 2A with ASX applying for quotation of theShares	28 September 2023
Quotation of Shares issued under the Offer*	29 September 2023

*Dates are indicative and subject to change. The Company reserves the right to amend any or all dates and times subject to the Corporations Act, the ASX Listing Rules and other applicable laws. Accordingly, the date the Securities are expected to commence trading on ASX may vary.

You should read the entire Prospectus carefully and seek professional advice before deciding whether to invest in the Offer. If you have any queries concerning the Offer, please contact your financial adviser or Kim Clark, Spacetalk Limited’s Company Secretary, by email at Kim.Clark@boardroomlimited.com.au.

Yours sincerely

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Georg Chmiel Non-executive Chairman

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