SPACETALK LTD — Share Issue/Capital Change 2009

May 18, 2009

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MGM Wireless Limited Suite 13, The Parks 154 Fullarton Road Rose Park SA 5067 P: 08 8431 2300 F: 08 8431 2400 W: www.mgmwireless.com ABN 93 091 351 530 ASX: MWR

13 June 2007

12 May 2009

Companies Announcement Office ASX Limited 20 Bridge Street SYDNEY NSW 2000

Issue of Incentive Option Scheme Options

The Company advises that it has today issued 5,000,000 options, as detailed below, to employees under the terms of the MGM Wireless Incentive Option Scheme approved by shareholders on 27 November 2008.

Number	Exercise Price	Expiry Date
2,283,333	$0.045	15 November 2009
1,783,333	$0.06	15 November 2010
933,334	$0.08	15 November 2011

An Appendix 3B relating to the issue of options is attached.

Yours faithfully

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Mark Fortunatow Director

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 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)	Unlisted Employee Options
	5,000,000
	2,283,333 options exercisable at 4.5 cents each on or before 15 November 2009 1,783,333 options exercisable at 6 cents each on or before 15 November 2010 933,334 options exercisable at 8 cents each on or before 15 November 2011

• 4 Do the[+] securities rank equally in all No – Issue of new shares upon exercise of options respects from the date of allotment will rank equally with the then existing shares from with an existing[+] class of quoted date of allotment. +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 Nil 6 Purpose of the issue Option issued under the MGM Wireless Incentive (If issued as consideration for the Option Scheme. acquisition of assets, clearly identify those assets)

• 7 Dates of entering[+] securities into 12 May 2009 uncertificated holdings or despatch of certificates

Number +Class 8 Number and +class of all 197,561,205 Ordinary Shares +securities quoted on ASX ( including the securities in clause 14,103,380 30/11/2010 options 2 if applicable) exercisable at 20 cents

9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	Number	+Class
	5,000,000 5,100,000 4,257,143 3,000,000 6,500,000 2,283,333 1,783,333 933,334	Ordinary shares, subject to voluntary escrow 31/12/2010 options exercisable at 20 cents each 31/01/2010 incentive options exercisable at 7 cents each 31/01/2010 incentive options exercisable at 9 cents each 31/01/2011 incentive options exercisable at 22 cents each 15/11/2009 employee options exercisable at 4.5 cents each 15/11/2010 employee options exercisable at 6 cents each 15/11/2011 employee options exercisable at 8 cents each

10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

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

Entities that have ticked box 34(a)

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

• 36[If the ] +securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 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: 12 May 2009 Company secretary

Print name: Mark Fortunatow

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