SKIN ELEMENTS LIMITED — Capital/Financing Update 2017

Jan 2, 2017

- Pre Quotation Disclosure

Skin Elements Limited ACN 608 047 794 ( Skin Elements or Company ) provides the following confirmations to the ASX for release as pre-quotation disclosures to satisfy conditions for the Company’s admission to the Official List of the ASX and for the quotation of the Company’s securities on ASX.

Unless defined separately all defined terms shall have the same meaning as in the prospectus dated 1 June 2016 ( Prospectus ) and Supplementary Prospectus’ dated 18 August 2016 & 16 November 2016 ( Supplementary Prospectus’ ).

Completion of the Public Offer

The Company confirms that all conditions to the Public Offer under the Prospectus and Supplementary Prospectus’ have been satisfied and the Company has issued 18,550,000 fully paid ordinary shares ( Shares ) and 9,275,000 listed Options ( Options ) under the Public Offer.

Completion of the SEO Offer

The Company confirms that all conditions to the SEO Offer under the Prospectus and Supplementary Prospectus’ have been satisfied and the Company has issued 55,000,000 Shares, 27,500,000 listed Options and 27,500,000 Unlisted Options ( Unlisted Options ) under the SEO Offer.

Completion of the Facilitator Offer

The Company confirms that all conditions to the Facilitator Offer under the Prospectus and Supplementary Prospectus’ have been satisfied and the Company has issued 2,000,000 listed Options under the Facilitator Offer.

Completion of acquisition of SE Operations Pty Ltd

The Company confirms that all conditions precedent to the acquisition of 100% of the issued capital of SE Operations Pty Ltd (ACN 110 352 424) ( SE Operations ) (the Acquisition ) have been satisfied and the Company has completed the Acquisition.

In accordance with the Share Sale Agreements, the Company has now issued 55,000,000 Shares, 27,500,000 listed Options and 27,500,000 Unlisted Options on a pro rata basis to the shareholders of SE Operations by way of consideration for the Acquisition under the SEO Offer.

Holding statements and refunds

CHESS transaction confirmation statements and issue sponsored holding statements, which state the number of Securities issued to each successful Applicant under the abovementioned Offers, have been sent to successful Applicants.

If applicable, refunds have been made.

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No material subsequent events

The Company confirms there have been no material subsequent events which have an adverse effect on SE Operations and/or the Company to alter the Company’s statement of financial position as detailed in the Prospectus and Supplementary Prospectus’.

Capital Structure

The Company sets out below the capital structure of Skin Elements following completion of the acquisition of SE Operations and the issue of securities pursuant to the Prospectus and Supplementary Prospectus’:

Capital Structure	Shares	ListedOptions1	UnlistedOptions2
Securities on issue as at the date of theProspectus	1	-	-
Securities issued under the Prospectuspursuant to the Public Offer	18,550,000	9,275,000	-
Securities issued to the securityholders of SEOperations Pty Ltd under the Prospectuspursuant to the SEO Offer	55,000,000	27,500,000	27,500,000
Securities issued to facilitators and corporateadvisor under the Prospectus pursuant to theFacilitator Offer	-	2,000,000	-
TOTAL	73,550,001	38,775,000	27,500,000

1. Listed options exercisable at $0.20 on or before 31 October 2018. Terms and conditions of the Listed Options are set out at Section 10.2 of the Prospectus.

2. Unlisted options exercisable at $0.30 on or before 30 November 2018. Terms and conditions of the Listed Options are set out at Section 10.3 of the Prospectus.

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