SPACETALK LTD — Capital/Financing Update 2023

Aug 27, 2023

Update Summary

Entity name

SPACETALK LTD

Announcement Type Update to previous announcement

Date of this announcement

28/8/2023

Reason for update to a previous announcement

Update to the Issue Date and date of announcement to ASX to reflect last date to announce results. Refer prospectus for intended date.

Refer to next page for full details of the announcement

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

Registration Number

ABN

93091351530

1.3 ASX issuer code

SPA

1.4 The announcement is

Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

Update to the Issue Date and date of announcement to ASX to reflect last date to announce results. Refer prospectus for intended date.

1.4b Date of previous announcement to this update

28/8/2023

1.5 Date of this announcement

28/8/2023

1.6 The Proposed issue is:

A standard +pro rata issue (non-renounceable or renounceable)

1.6a The proposed standard +pro rata issue is:

• Non-renounceable

Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis?

No

Part 3B - 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

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? Yes No

If the entity has quoted company options, do the terms entitle option holders to participate on exercise?

Details of +securities proposed to be issued

ASX +security code and description

SPA : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

The quantity of additional +securities to be issued 2 For a given quantity of +securities held 5

What will be done with fractionalentitlements?	Maximum number of +securitiesproposed to be issued (subject torounding)
Fractions rounded up to the next	124,497,176
whole number

Offer price details for retail security holders

In what currency will the offer be	What is the offer price per +security
made?	for the retail offer?
AUD - Australian Dollar	AUD 0.02200

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes

Describe the limits on over-subscription

Nil

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

Scale back will be determined at the discretion of the Board.

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

Attaching +Security

Is the proposed attaching 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)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the termsof the proposed +securities are appropriate andequitable under listing rule 6.1?No	Will the entity be seeking quotation of the 'new' class of+securities on ASX?
	No
ASX +security code	+Security description
New class-code to be confirmed	Per Placement Appendix 3B lodged on 23/08/2023

+Security type

Options

Offer ratio (ratio of attaching securities at which the new +securities will be issued)

The quantity of attaching +securities to be issued	For a given quantity of the new +securities issued
1	2
What will be done with fractional entitlements?Fractions of 0.5 or more rounded up	Maximum number of +securities proposed to be issued(subject to rounding)
	62,248,588
Offer price details for retail security holders
In what currency will the offer be made?	What is the offer price per +security for the retail offer?
	AUD 0.00000
AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes

Describe the limits on over-subscription

Nil

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

Scale back will be determined at the discretion of the Board.

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency AUD - Australian Dollar

Exercise price AUD 0.0350

Expiry date 22/9/2025

Details of the type of +security that will be issued if the option is exercised SPA : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

One

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Part 3C - Timetable

3C.1 +Record date

1/9/2023

3C.2 Ex date

31/8/2023

3C.4 Record date

1/9/2023

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

5/9/2023

3C.6 Offer closing date

22/9/2023

3C.7 Last day to extend the offer closing date

19/9/2023

3C.9 Trading in new +securities commences on a deferred settlement basis 25/9/2023

3C.11 +Issue date and last day for entity to announce results of +pro rata issue

28/9/2023

3C.12 Date trading starts on a normal T+2 basis

29/9/2023

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

3/10/2023

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

Veritas Securities Limited

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

6% of gross proceeds under the Offer (being the Entitlements Offer and Placement as announced to ASX on 23/08/2023) plus 4,000,000 options plus 1 option for every $1.50 raised under the Offer options and will be on the same terms as those options offered under the Offer

3E.2 Is the proposed offer to be underwritten? Yes

3E.2a Who are the underwriter(s)?

Tiga Trading Pty Ltd and Thorney Technologies Ltd

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

Up to $850,000

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

one (1) option for every one (1) Share subscribed for and issued in accordance with the Underwriting Agreement between the Company and the Underwriter, on the same terms and conditions as the Options

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

As per Prospectus released to ASX 28/08/2023

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Working capital and execution of strategic initiatives

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No

3F.6 URL on the entity's website where investors can download information about the proposed issue

3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes

3F.9 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 +disclosure document or +PDS for the +securities proposed to be issued