SPACETALK LTD — Share Issue/Capital Change 2009

Dec 3, 2009

Employee incentive options December 4, 2009

The Company advises today, that as agreed at the AGM held

27 November 2009, it has issued 1,000,000 shares and, 2,000,000 unlisted options under the terms of the MGM Wireless Incentive Option Scheme approved by shareholders on 27 November, 2008, to a director of the Company.

The Company further advises that as agreed at the AGM held 27 November 2009, it has issued 500,000 shares to an employee. These shares were part of an offer of employment made August 25, 2009 to the employee concerned.

Details of the securities issued are:

Party	Security	Consideration	Exercise Price	Expiry Date
Director	Options	Nil	$0.02	15 April 2012
Director	Shares (Ord)	Nil	n/a	n/a
Employee	Shares (Ord)	Nil	n/a	n/a

The options and shares were previously the subject of interests in commercial contracts disclosed in an Appendix 3X on July 15, 2009.

An Appendix 3B in relation to the issue of shares is attached.

There is a difference of 100000 options at clause 9 between the current Appendix 3B and a previous one issued 19, November 2009. This corrects the exclusion of the options issued on that date from that previous Appendix 3B.

Mark Fortunatow

Director

About MGM Wireless Ltd and Messageyou, LLC

MGM Wireless Ltd is a public company with a market capitalisation of A$ 3.7 m listed on the Australian Securities Exchange (ASX code: MWR). The company trades as Messageyou, LLC in the United States, with its head office in Silicon Valley at Sunnyvale, Cal.

The company's patented School Attendance Management solutions empower schools to effectively communicate to parents and caregivers using SMS text messaging in combination with culturally sensitive communication to improve attendance, student welfare and safety. MGM Wireless is recognized in Australia and internationally as pioneers and market leaders. MGM's professional services team delivers an integrated suite of software and communications using its own infrastructure. The solutions enable schools to reduce costs, increase productivity, discharge their duty of care, engage parent involvement, and ultimately improve student learning and social outcomes. Schools in Australia, New Zealand and America use Messageyou software in their day to day operations.

For further information contact: MGM Wireless Ltd. - (ASX:MWR, MWRO) Mark Fortunatow CEO Mobile: +61 421 328 984 Phone: +61 8 8431 2300 Email: mfortunatow@mgmwireless.com Web: www.mgmwireless.com

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement,

application for quotation of additional securities

and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Name of entity MGM Wireless Limited

ABN

93 091 351 530

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued

Unlisted Employee Options & Ordinary Shares

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the + securities (eg, if options, exercise price and expiry date; if partly paid + securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

2,000,000 Unlisted Employee Options, & 1,500,000 Ordinary Shares

1,000,000 options exercisable at 2.0 cents each on or before 15 April, 2012.

1,500,000 ordinary shares issued for no consideration.

4 Do the + securities rank equally in all respects from the date of allotment with an existing +class of quoted + securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5 Issue price or consideration Options - 2 cents

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

No - Issue of new shares upon exercise of options will rank equally with the then existing shares from date of allotment.

Issue of new shares will rank equally with the then existing shares from date of allotment.

Ordinary shares – Nil

Option issued under the MGM Wireless Incentive Option Scheme.

Shares issued to director and employee for future services.

7 Dates of entering + securities into uncertificated holdings or despatch of certificates

4 December 2009

8 Number and +class of all + securities quoted on ASX (including the securities in clause 2 if applicable)

Number	+Class
217,616,768	Ordinary Shares
14,103,380	30/11/2010 optionsexercisable at 20 cents

		Number	+Class
9	+classNumberandofall+securities not quoted on ASX(including the securities in clause2 if applicable)	3,000,000	Ordinary shares, subject tovoluntary escrow
		4,257,143	31/01/2010 incentive optionsexercisable at 7 cents
		3,000,000	31/01/2010 incentive optionsexercisable at 9 cents
		1,783,333	15/11/2010 employee optionsexercisable at 6 cents
		5,100,000	31/12/2010 optionsexercisable at 20 cents
		6,500,000	31/01/2011 incentive optionsexercisable at 22 cents
		1,000,000	7/11/2011 incentive optionsexercisable at 2 cents
		933,334	15/11/2011 incentive optionsexercisable at 8 cents
		2,000,000	15/4/2012 incentive optionsexercisable at 2 cents
10	Dividend policy (in the case of atrust, distribution policy) on theincreased capital (interests)	Shares participate equally with all other shares

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one) (a) Securities described in Part 1

(b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the + securities are +equity securities, the names of the 20 largest holders of the additional + securities, and the number and percentage of additional + securities held by those holders

Shaun Collopy - 66.666% of the additional shares. Ellimatta (SA) Pty Ltd as T/F Ellimatta Trust – 33.333% of the additional shares.

36 If the + securities are +equity securities, a distribution schedule of the additional + securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over Distribution Table No of additional holders 1 - 1,000 0 1,001 - 5,000 0 5,001 - 10,000 0 10,001 - 100,000 0 100,001 and over 2

37 A copy of any trust deed for the additional + securities

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 2 We warrant the following to ASX.
  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: M Fortunatow Date: 4 December 2009 Director

Print name: Mark Fortunatow

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