SPACETALK LTD — Capital/Financing Update 2024

Oct 7, 2024

Update Summary

Entity name

SPACETALK LTD

Announcement Type

Update to previous announcement

Date of this announcement

8/10/2024

Reason for update to a previous announcement

Update to Part 3B to reflect the listing of the options the subject of this App 3B in class SPAAO.

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 Part 3B to reflect the listing of the options the subject of this App 3B in class SPAAO.

1.4b Date of previous announcement to this update

16/9/2024

1.5 Date of this announcement

8/10/2024

1.6 The Proposed issue is:

An accelerated offer

1.6b The proposed accelerated offer is

Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO)

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 do not have +CDIs issued over them)

ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities do not have +CDIs issued over them)

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

rounding)

Has the offer ratio been determined?Yes
The quantity of additional +securities	For a given quantity of +securities
to be issued	held
100	442
What will be done with fractional	Maximum number of +securities
entitlements?	proposed to be issued (subject to

Fractions rounded up to the next	107,924,045
whole number

Offer price details for retail security holders

Has the offer price for the retail offer been determined? Yes

In what currency will the offer be made? AUD - Australian Dollar What is the offer price per +security for the retail offer? AUD 0.02400

rounding)

Has the offer price for the institutional offer been determined? Yes

In what currency will the offer be made? What is the offer price per +security for the institutional offer? AUD 0.02400

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

At directors discretion

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)? Existing class

Attaching +Security - Existing class (additional +securities in a class that is already quoted or recorded by ASX)

Details of attaching +securities proposed to be issued ASX +security code and description

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and+securities do not have +CDIs issued over them)
Offer ratio (ratio of attaching securities at which the new +securities will be issued)
Has the offer ratio been determined?Yes
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 rounded up to the next whole number	Maximum number of +securities proposed to be issued(subject to rounding)
	53,592,023
Offer price details for retail security holders
Has the offer price for the retail offer been determined?Yes
In what currency will the offer be made?	What is the offer price per +security for the retail offer?
AUD - Australian Dollar	AUD 0.00000
Offer price details for institutional security holders
Has the offer price for the institutional offer been determined?Yes
In what currency will the offer be made?	What is the offer price per +security for the institutionaloffer?
AUD - Australian Dollar	AUD 0.02400
Oversubscription & Scale back details
Will individual +security holders be permitted to applyfor 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 isover-subscribed?Yes
Describe the scale back arrangements
At directors discretion
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in thatclass?Yes

Part 3D - Timetable

3D.1a First day of trading halt

16/9/2024

3D.1b Announcement date of accelerated offer

16/9/2024

3D.2 Trading resumes on an ex-entitlement basis (ex date)

18/9/2024

3D.5 Date offer will be made to eligible institutional +security holders

16/9/2024

3D.6 Application closing date for institutional +security holders

17/9/2024

3D.8 Announcement of results of institutional offer (The announcement should be made before the resumption of trading following the trading halt)

18/9/2024

3D.9 +Record date

18/9/2024

3D.10a Settlement date of new +securities issued under institutional entitlement offer

20/9/2024

3D.10b +Issue date for institutional +security holders

23/9/2024

3D.10c Normal trading of new +securities issued under institutional entitlement offer

24/9/2024

3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue

23/9/2024

3D.12 Offer closing date for retail +security holders

2/10/2024

3D.13 Last day to extend retail offer close date 27/9/2024

3D.19 +Issue date for retail +security holders and last day for entity to announce results of retail offer

9/10/2024

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?

Bell Potter Securities Limited

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

• (a) a management fee of 3% of the gross proceeds under the Offers; and
• (b) an underwriting fee of 3% of the gross proceeds under the Offers.

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

Yes

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

Bell Potter Securities Limited

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

up to a value of $2,664,635

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

Per 3E.1b

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

Market related termination events

• an announcement being made by ASX that the shares will be delisted, removed from quotation, withdrawn from admission to trading status or suspended from quotation;

• an application being made to a Governmental Authority (including the Takeovers Panel) for an order, declaration (including a declaration of unacceptable circumstances) or other remedy; and

• an adverse change occurring in the assets, liabilities, financial position or performance, profits, losses or prospects of the Company or its controlled entities.

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

ASIC, Legal, ASX and Registry fees of approximately $76,000.

Part 3F - Further Information

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

Acquisition of inventory, growth marketing and data and product development.

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

https://investorhub.spacetalk.co/corporate-governance

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