SPACETALK LTD — Capital/Financing Update 2024

Sep 15, 2024

Launch of $3.2M Equity Raising

Spacetalk Ltd (ACN 091 351 530) (Company) is pleased to announce a partially underwritten $3.2 million equity raising to fund the purchase of inventory, data led growth marketing and new software and hardware product development.

The equity raising will comprise of:

• a non-renounceable accelerated institutional and retail entitlement offer ("ANREO") of 1 fully paid ordinary share in the capital of the Company (Share) for every 4.42 Shares held by those eligible shareholders registered at the record date at an issue price of $0.024 per Share together with 1 free-attaching SPAAAC Option exercisable at $0.035 each on or before 22 September 2025 (Attaching Option) for every 2 Shares applied for and issued to raise up to approximately $2,590,177 (Entitlement Offer); and
• a Placement of 25,416,667 Shares at an issue price of $0.024 per Share (together with 1 Attaching Option for every 2 Shares subscribed for and issued) to professional, sophisticated and institutional investors to raise approximately $610,000. The Company has current capacity under ASX Listing Rule 7.1 to take oversubscriptions for up to an additional 41,524,534 Shares at an issue price of $0.024 per Share (together with 1 Attaching Option for every 2 Shares subscribed for and issued) to raise up to approximately an additional $996,589 (Placement Offer),

(together, the Offers).

The equity raising is being conducted pursuant to a transaction specific prospectus, released to the ASX today, 16 September 2024 (Prospectus). New Shares issued under the Equity Raising will rank equally with the Company's existing fully paid ordinary shares on issue.

Bell Potter Securities Limited is Lead Manager and Underwriter and has agreed to partially underwrite the Offers to a value of $2,664,635.

Entitlement Offer

Under the terms of the Entitlement Offer, eligible shareholders will be able to subscribe for 1 Share for every 4.42 Shares held as at the record date at an issue price of $0.024 each to raise approximately $2,590,177 (before costs). For every 2 Shares issued under the Entitlement Offer, the Company will issue 1 Attaching Option, being an existing option SPAAAC, with a $0.035 exercise price and expiry date of 22 September 2025.

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

The Entitlement Offer is being conducted through:

• an accelerated offer to eligible institutional shareholders in Australia, New Zealand, Canada (British Columbia), China, Hong Kong, Malaysia, Sri Lanka, Thailand and the United Kingdom (Institutional Offer); and
• an offer to eligible retail shareholders, being shareholders who are not eligible institutional shareholders (Eligible Retail Shareholders) (Retail Offer).

Eligible Retail Shareholders may elect to take up all or part of their entitlement prior to 5.00pm (AEST) on 2 October 2024 or do nothing and let their retail entitlements lapse. Eligible Retail Shareholders may also apply for additional Shares up to a maximum of 100% of their existing entitlements. There is no guarantee that applicants for additional Shares in addition to existing entitlements will receive all or any of the additional Shares applied for. Refer to the Prospectus for further details.

The Retail Entitlement Offer is expected to open on 23 September 2024 and close at 5:00pm (AEST) on 2 October 2024. Eligible Retail Shareholders will receive a copy of the Prospectus, including a personalised entitlement and acceptance form, which will provide further details of how to participate in the Entitlement Offer.

Placement

In addition to the Entitlement Offer, the Company is seeking to raise approximately $610,000 (before costs) through a placement to professional sophisticated and institutional investors to subscribe for 25,416,667 Shares (Placement Shares) at an issue price of $0.024 per Placement Share (Placement). The Company may accept oversubscriptions under the Placement for up to an additional 41,524,534 Shares to raise up to an additional $996,589.

The Placement will be conducted using the Company's placement capacity under ASX Listing Rule 7.1. For every 2 Shares issued under the Placement, the Company will issue 1 SPAAAC Attaching Option.

All of the SPAAAC Attaching Options will be subject to shareholders approving the issue of Attaching Options at the Company's annual general meeting for the financial year ended 30 June 2024.

Underwriter

Bell Potter Securities Limited (ACN 006 390 772) (AFSL 243480) (Bell Potter) is Lead Manager and Underwriter and has agreed to act as partial underwriter to the Offers. The material terms of the underwriting agreement, including the fees payable to Bell Potter in consideration for its services are set out in the Prospectus.

Use of Funds

The funds raised from the Offers are intended to be applied towards purchase of inventory, costs associated with data led growth marketing and, new product development, specifically the Adventurer 3 device, the Spacetalk APP, Life 2 device, related software and firmware and costs of the Offers.

Refer to section 4.1 of the Prospectus for further details.

Timetable

An indicative timetable for the Offers is set out below:

EVENT	DATE
Announcement of Placement and Entitlement OfferLodgement of Appendix 3B with ASXLodgement of this Prospectus with ASIC and ASX	Monday, 16 September 2024
Placement Offer and Institutional Offer opens	Monday, 16 September 2024
Placement Offer and Institutional Offer closes	Tuesday, 17 September 2024
Announcement of results of Placement and Institutional Offer	Wednesday, 18 September 2024
Trading resumes on an ex-entitlement basis	Wednesday, 18 September 2024
Record Date for Retail Offer	Wednesday, 18 September 2024
Settlement of Placement and Institutional Offer	Friday, 20 September 2024
Issue of Shares under Placement Offer and Institutional Offer	Monday, 23 September 2024
Prospectus despatched to Eligible Retail ShareholdersRetail Offer opens	Monday, 23 September 2024
Quotation of Shares issued under Placement Offer and Institutional Offerand lodgement of Appendix 2A	Tuesday, 24 September 2024
Last day to extend Retail Offer closing date	Friday, 27 September 2024
Closing date of Retail Offer	Wednesday, 2 October 2024
Announcement of results of Retail Offer	Monday, 7 October 2024
Issue of Shares under Retail Offer and Options under Entitlement Offer andPlacement Offer and lodgement of Appendix 2A	Wednesday, 9 October 2024
Quotation of Shares issued under Retail Offer and Options issued underEntitlement Offer and Placement Offer	Thursday, 10 October 2024
Notes: The above timetable is indicative only and is subject to change.

For further information or investor enquiries, please contact:

Spacetalk Limited (ASX: SPA) Simon Crowther CEO and Managing Director investors@spacetalk.co www.spacetalk.co

ABOUT SPACETALK LIMITED

Spacetalk Limited (ASX: SPA) is a family safety technology business that develops and sells hardware and software products that address safety concerns at every stage of life. Spacetalk Mobile is a MVNO that sells mobile plans that connect our products and families. As a package, the company's product ecosystem provides a complete digital solution that supports safety and security for families across their life stages 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.

The Spacetalk technology platform comprises both market-leading hardware and a trusted, clientcontrolled software platform that provides safety and security to users via the benefits of mobile technology. The multi-functional SaaS Spacetalk App can be customised, giving clients the ability to enable or disable individual features. Parents are empowered to block their kids access to the open internet, social media, and inappropriate adult content while simultaneously blocking calls and messages from unknown senders. The app can also monitor the location of vulnerable family members, including children and seniors bringing enhanced peace of mind for the entire family.

Spacetalk's core wearables hardware is effectively a child's first mobile phone. It offers all the benefits of a smart device, 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

FORWARD-LOOKING STATEMENTS

This announcement may contain forward-looking statements. These statements are based on Spacetalk's expectations, estimates, and projections at the time the statements are made. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Actual outcomes and results may differ materially from those expressed or implied in these forward-looking statements. Spacetalk undertakes no obligation to update these statements for events or circumstances occurring after the date of this announcement.