SPACETALK LTD — Share Issue/Capital Change 2012

Oct 18, 2012

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.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12.

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).

$\ddagger$ Class of securities issued or to be issued.

$\overline{2}$ Number of securities issued or to be issued (if known) or maximum number which may be issued.

3 Principal terms of the securities (e.g., 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).

Fully paid ordinary shares.

100,000.

Fully paid ordinary shares.

+ See chapter 19 for defined terms.

4	Do the securities rankequally in all respects fromthe date of allotment with anexisting class of quotedsecurities?	The shares to be issued will rank equallywith those already on issue.
	If the additional securities donot rank equally, pleasestate:
	the date from which theydo;
	the extent to which theyparticipate for the nextdividend, (in the case of atrust, distribution) orinterest payment;
	the extent to which theydo not rank equally, otherthan in relation to thenext dividend, distributionor interest payment.
5	Issue price or consideration.	$0.25 each.
6	Purpose of the issue(If issued as considerationfor the acquisition of assets,clearly identify thoseassets).	Shares issued on the exercise ofunquoted options.
6a	Is the entity an eligible entitythat has obtained securityholder approval under rule7.1A?	No.
	If Yes, complete sections 6b-6h in relation to thesecurities the subject of thisAppendix 3B, and complywith section 6i.
6b	The date the security holderresolution under rule 7.1Awas passed.

+ See chapter 19 for defined terms.

• Number of securities issued $6c$ without security holder approval under rule 7.1.
• Number of securities issued 6d with security holder approval under rule 7.1A.
• Number of securities issued $6e$ with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting).
• 6f Number of securities issued under an exception in rule $7.2.$
• If securities issued under $6q$ rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.
• 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements.
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements.
• $\overline{7}$ Dates of entering securities into uncertificated holdings or despatch of certificates.

19 October, 2012.

Appendix 3B Page 3

• Number Class 8 Number and class of all 8,092,441 Ordinary shares securities quoted on ASX (including the securities in section 2 if applicable). Number Class 350,000 30/04/2013 9 Number and class of all securities not quoted on incentive options ASX (including the exercisable at 60 securities in section 2 if cents. applicable).
• $10$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests).

Rank equally with existing fully paid ordinary shares.

Part 2 - Bonus issue or pro rata issue

11	Is security holder approvalrequired?
12	Is the issue renounceableor non-renounceable?
13	Ratio in which the securitieswill be offered.
14	Class of securities to whichthe offer relates.
15	Record date to determineentitlements.
16	Will holdings on differentregisters (or subregisters)be aggregated forcalculating entitlements?
17	Policy for decidingentitlements in relation tofractions.

+ See chapter 19 for defined terms.

18	Names of countries inwhich the entity hassecurity holders who willnot be sent new issuedocuments.
	Note: Security holders mustbe told how theirentitlements are to be dealtwith.
	Cross reference: rule 7.7.
19	Closing date for receipt ofacceptances orrenunciations.
20	Names of any underwriters.
21	Amount of any underwritingfee or commission.
22	Names of any brokers tothe issue.
23	Fee or commission payableto the broker to the issue.
24	Amount of any handling feepayable to brokers wholodge acceptances orrenunciations on behalf ofsecurity holders.
25	If the issue is contingent onsecurity holders' approval,the date of the meeting.
26	Date entitlement andacceptance form andprospectus or ProductDisclosure Statement willbe sent to persons entitled.
27	If the entity has issuedoptions, and the termsentitle option holders toparticipate on exercise, thedate on which notices willbe sent to option holders.

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

28	Date rights trading willbegin (if applicable).
29	Date rights trading will end(if applicable).
30	How do security holderssell their entitlements in fullthrough a broker?
31	How do security holderssell part of theirentitlements through abroker and accept for thebalance?
32	How do security holdersdispose of theirentitlements (except by salethrough a broker)?
33	Despatch date.

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)

$(a)$

$\nabla$

Securities described in Part 1

$(b)$ $\Box$ 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 $\Box$ 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.

+ See chapter 19 for defined terms.

36 $\Box$ 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

37 A copy of any trust deed for the additional securities. $\Box$

Entities that have ticked box 34(b)

• 38 Number of securities for which quotation is sought.
• 39 Class of securities for which quotation is sought.
• 40 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 $\bullet$ 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.

+ See chapter 19 for defined terms.

41 Reason for request for quotation now.

Example: In the case of restricted securities, end of restriction period.

(if issued upon conversion of another security, clearly identify that other security)

42 Number and class of all securities quoted on ASX (including the securities in clause 38).

Number	Class

Quotation agreement

• $\mathbf 1$ Quotation of our additional securities is in ASX's absolute discretion. ASX may quote the securities on any conditions it decides.
• $\overline{2}$ 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.

+ See chapter 19 for defined terms.

• 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.
• $\overline{4}$ 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.

. . . . . . . . . . . . . . . . . . . . Director/Company secretary)

Date: $19/10/12$

Sign here:

Print name:

JUSTIN NELSON . . . . . . . . . . . . . . . . . . . .

• See chapter 19 for defined terms.