SPACETALK LTD — Share Issue/Capital Change 2019

Nov 12, 2019

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ASX Market Announcements ASX Limited 20 Bridge Street SYDNEY NSW 2000

MGM Wireless Limited (ASX:MWR)

13 November 2019

RETENTION RIGHTS AND SHARE ISSUE

Highlights:

• Employees issued retention rights and shares, issue of shares to service provider.

• Rights subject to continuing service vesting condition designed to promote retention of key personnel.

13 November 2019 - Technology company MGM Wireless Limited (ASX:MWR) (‘MGM’ or the ‘Company’) advises that 46,750 retention rights and 3,000 fully paid ordinary shares have been issued to employees in recognition of their contribution to the development, sales and marketing of the Company’s SPACETALK children’s watch and to assist in retaining their services in a highly competitive market for quality people. In addition, 10,000 shares have been issued to a director on the exercise of options and 9,000 shares have been issued to a HR consultant in lieu of cash payment for services relating to the recruitment of specialist staff and associated services which are subject to an escrow period of 12 months from the date of issue.

MGM Wireless CEO and Executive Chairman Mr Mark Fortunatow said the issue of the retention rights and shares to employees reflects the Company’s ongoing focus on recruiting and retaining employees and providing an additional component of remuneration to assist the Company compete effectively for the calibre of talent required to achieve MGM’s strategic goals and targeted business performance.

The retention rights are subject to a range of vesting dates from 2021 to 2022. Upon vesting, the employee will be issued with 1 fully paid ordinary share in MGM Wireless for each right, for no consideration. If the employee ceases employment prior to the vesting of the rights, the rights will be forfeited.

An Appendix 3B in respect of these issues is attached to this announcement.

For more information please contact:

MGM Wireless Limited Mark Fortunatow CEO mfortunatow@mgmwireless.com

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M: +61 421 328 984

About MGM Wireless

MGM Wireless Limited is a technology company designing, developing and commercialising a smartphone + watch wearables device for children, and software for school communication and student absence management. The Company’s AllMyTribe division has developed a children’s all-in-one smartphone, watch and GPS device called SPACETALK, which allows two-way 3G phone calls and SMS messaging to a parent-controlled list of contacts. Other features include GPS tracking to alert parents whenever children leave designated safe spaces, such as school or the home.

Importantly – a key safety feature of SPACETALK is that it doesn’t give children access to social media, apps, open internet, YouTube or other such services dangerous to young children. In addition, during school hours, the device can operate in ‘School Mode’ whereby all communication features are disabled to ensure children won’t be distracted.

MGM Wireless built its track record with school communication solutions after discovering in 2002 the application of SMS communication in schools. The Company went on to create the world’s first SMS based Automated Student Absence Notification Solution and many other innovations since then. It is recognised as a global leader and pioneer in socially responsible and technology-enabled school communication.

MGM Wireless products include student absence notifications ‘messageyou’, absence analytics software ‘Watchlists’, school news and messaging app ‘School Star’, a content management and messaging platform for mobile school communication called Outreach+, and student attendance management solution ‘RollMarker’.

Used by over 1400 schools and 1.7 million parents, the Company’s school communication solutions empower schools to effectively communicate and engage parents and caregivers through SMS, mobile in-app and other means to improve student attendance and safety, help schools reduce operating costs and increase parent engagement. To learn more please visit: www.mgmwireless.com

Appendix 3B New issue announcement

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, 04/03/13

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 (a) Fully paid ordinary shares be issued (b) Retention Rights 2 Number of[+] securities issued or (a) 22,000 to be issued (if known) or (b) 46,750 maximum number which may be issued 3 Principal terms of the[+] securities (a) Fully paid ordinary shares (e.g. if options, exercise price (b) Retention Rights issued to employees and expiry date; if partly paid +securities, the amount with vesting subject to continued service condition being met, various vesting outstanding and due dates for payment; if +convertible dates. securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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Appendix 3B Page 1

Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the+issue date 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 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1	(a) Yes (b) No – Retention Rights
	(a) $1.40 per share in respect of 10,000 shares issued on the exercise of options. 9,000 shares were issued to a consultant as payment for services. 3,000 shares were issued to an employee for services. (b)Nil
	(a) Issue to director upon exercise of $1.40 options (10,000 shares), to a HR consultant in lieu of cash payment for services relating to the recruitment of specialist staff and associated services (9,000 shares), and to an employee (3,000 shares). (b) Issue to employees in recognition of performance and to assist in retaining key personnel long term.
	Yes
	16 November 2018
	(a) 12,000 (b) 46,750

• See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued 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 6g If+securities issued under 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 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)	Nil	Nil
	Nil
	(a) 10,000
	N/A
	N/A
	Capacity under rule 7.1 – 286,167 Capacity under rule 7.1A – 1,000
	13 November 2019
	Number	+Class
	14,154,148	Ordinary Shares

• See chapter 19 for defined terms.

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Appendix 3B Page 3

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	230,000 550,000 45 84,750 210,000 150,000 150,000 300,000 300,000	Options exercisable at $1.40, expiring on 30 April 2020. Options exercisable at $4.00, expiring on 29 November 2020. Convertible Notes with an aggregate face value of $1,750,000. Retention Rights Options exercisable at $6.00, expiring on 30 April 2022. Options exercisable at $8.00, expiring on 30 April 2022. Options exercisable at $10.00, expiring on 30 April 2022. Options exercisable at $5.50, expiring on 30 June 2022. Options exercisable at $6.50, expiring on 30 June2022.
	The Ordinary Shares will, from the date of allotment carry the right to participate in dividends. Options from the date of exercise carry theright to participateindividends.

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable?	N/A N/A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

N/A

• 33 +Issue date

N/A

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 (Fully paid ordinary shares only)

• (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 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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of[+] securities for which N/A +quotation is sought 39 +Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in N/A all respects from the[+] issue date 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 41 Reason for request for quotation N/A now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and +class of all N/A +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 8

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Appendix 3B New issue announcement

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 is not available now, we 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: ( ~~Director/~~ Company Secretary)

Date: 13 November 2019

Print name: Justin Nelson

• See chapter 19 for defined terms.

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Appendix 3B Page 9

Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

• Insert number of fully paid[+] ordinary 12,007,500 securities on issue 12 months before the + issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary securities 50,000 (13 November 2018), 10,000 (11 issued in that 12 month period under an December 2018), 135,000 (8 March 2019), exception in rule 7.2 15,000 (20 March 2019), 15,000 (17 June 2019), 250,000 (19 June 2019), 10,000 (13

• • Number of fully paid[+] ordinary securities November 2019). issued in that 12 month period with shareholder approval

• • Number of partly paid[+] ordinary securities that became fully paid in that 12 month period

• Note: • Include only ordinary securities here – other classes of equity securities cannot be added

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• Subtract the number of fully paid[+] ordinary Nil securities cancelled during that 12 month period “A” 12,492,500

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	1,873,875
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	56,000 retention rights (3 December 2018) 22,000 shares (3 December 2018) 10,000 shares (11 December 2018) Convertible Notes with a face value of $500,000 (equates to 183,824 shares assuming $2.72 conversion price) (28 February 2019) 12,000 retention rights (17 June 2019) Convertible notes with a face value of $250,000 (equates to 91,912 shares assuming $2.72 conversion price) (28 June 2019)) Convertible notes with a face value of $250,000 (equates to 91,912 shares assuming $2.72 conversion price (9 August 2019)) 369,398 shares (27 September 2019) Convertible notes with a face value of $250,000 (equates to 91,912 shares assuming $2.72 conversion price) (1 October 2019) 600,000 options (10 October 2019) 12,000 shares (13 November 2019) 46,750 retention rights (13 November 2019)
“C”	1,587,708
Step 4: Subtract“C” from [“A” x“B”] to calculate remaining

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	1,873,875
Subtract“C” Note: number must be same as shown in Step 3	1,587,708
Total[“A” x 0.15] – “C”	286,167

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 12,492,500 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 1,249,250

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued 1,248,250 (27 September 2019) or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E” 1,248,250

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	1,249,250
Subtract“E” Note: number must be same as shown in Step 3	1,248,250
Total[“A” x 0.10] – “E”	1,000 Note: this is the remaining placement capacity under rule 7.1A

== == == == =

• See chapter 19 for defined terms.

Appendix 3B Page 14

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