SKIN ELEMENTS LIMITED — Capital/Financing Update 2018

Sep 6, 2018

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

SKIN ELEMENTS LIMITED (SKN)

ABN

90 608 047 794

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 (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)	(a) Fully paid ordinary Shares (Shares) (b) Quoted options ($0.10; 31/12/2020) (Options)
	(a) 43,026,519 (Entitlement Offer Shares) (b)10,756,630 (Entitlement Offer Options)
	(a) Fully paid ordinary Shares (b) Unquoted options ($0.10; 31/12/2020)

• See chapter 19 for defined terms.

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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	Shares rank equally in all respects with existing ordinary fully paid shares (ASX: SKN) The shares issued on exercise of the Options will rank equally in all respects with existing ordinary fully paid shares (ASX: SKN)
	(a) $0.0.25 per Share (b)Nil(free attachingoptions)
	(a) Working capital and to fund the Company's business development program. (b) as free attaching options to the Shares issued pursuant to the Entitlement Offer.
	Yes
	30 November 2017
	None

• See chapter 19 for defined terms.

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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.	None
	None
	43,026,519 Entitlement Offer Shares 10,756,630 Entitlement Offer Options
	N/A
	N/A
	141,500
	8 August 2018

Number +Class 8 Number and +class of all 87,022,754 SKN – ordinary fully paid +securities quoted on ASX 42,056,766 SKNESC24 – ordinary escrow 24 ( including the +securities in 15,746,617 SKNO – options $0.20 ex 31/10/18 section 2 if applicable) 23,028,383 SKNOESC24 – options escrow 24 12,256,630 SKNOA – options $0.10 ex 31/12/20

• See chapter 19 for defined terms.

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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) art 2 - Pro rata issue 11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 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.	Number +Class
	6,471,617 21,028,383 338,000 SKNUOESC12 - $0.30 30/11/19 SKNUOESC24- $0.30 30/11/19 SKNUOPT22 - $0.22 6/3/2020
	N/A
	No Non Renounceable 1 for 2 Ordinary Fully Paid Shares and attaching free option(1 for4) 19 July 2018 No Rounding up to nearest whole All countries except Australia, New Zealand, Hong Kong and China
	All countries except Australia, New Zealand, Hong Kong and China

Part 2 - Pro rata issue

• See chapter 19 for defined terms.

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19 Closing date for receipt of acceptances or renunciations 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?
	Gloucester & Portman Capital Pty Ltd
	 7% on funds raised  $20,000 cash  2,500,000 fully paid ordinary shares (subject to shareholder approval)
	N/A
	N/A
	N/A
	N/A
	23 July 2018
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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• 31 How do security holders sell part N/A of their entitlements through a broker and accept for the balance?

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

N/A

• 33 +Issue date

8 August 2018

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 additional[+] securities are[+] securities, and the number and percentage of additional[+] equity securities, the names of the 20 largest holders of the[+] 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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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 +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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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: Craig Piercy ........................... Date: 07/09/2018 (Director/Company secretary)

== == == == ==

• See chapter 19 for defined terms.

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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

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Insert number of fully paid [+] ordinary 76,550,001
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary 43,026,520
securities issued in that 12 month
period under an exception in rule 7.2
• Number of fully paid [+] ordinary
securities 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 securities cancelled during that
12 month period
“A” 119,576,520
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• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

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“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 17,936,478
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number of [+] equity securities issued 1,165,000 ord shares (issued 30/10/2017)
or agreed to be issued in that 12 month
2,338,000 ord shares (issued 6/3/2018)
period not counting those issued:
338,000 options (issued 6/3/2018)
• Under an exception in rule 7.2
6,000,000 ord shares (issued 29/6/2018)
• Under rule 7.1A
1,500,000 options (issued 29/6/2018)
• 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
“C” 11,341,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 17,936,478
Note: number must be same as shown in
Step 2
Subtract “C” 11,341,000
Note: number must be same as shown in
Step 3
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placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	17,936,478
Subtract“C” Note: number must be same as shown in Step 3	11,341,000
Total[“A” x 0.15] – “C”	6,595,475
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

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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

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“A” 119,576,520
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 11,957,652
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of [+] equity securities issued
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” 0
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• See chapter 19 for defined terms.

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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	11,957,652
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	11,957,652 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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SKIN ELEMENTS LIMITED

Top 20 holders SKNOA (Listed Option Exp 31 Dec 2020 @ $0.10)

Rank	Name		06 Sep 2018	%IC
1	SOVEREIGN EMPIRE PTY LTD		1,266,348	10.33
2	BRAUNII PTY LTD		1,122,500	9.16
3	BLACKRIDGE GROUP PTY LTD		750,000	6.12
4	SOVEREIGN EQUITIES PTY LTD		571,286	4.66
5	MR STEVEN PANOMARENKO		506,250	4.13
6	THORNBURY NOMINEES PTY LTD		500,000	4.08
7	MR MORRIS ALAN LEVITZKE		400,000	3.26
8	ROBIN ARMSTRONG		300,000	2.45
9	LAWLEY GROUP PTY LTD		259,381	2.12
10	GLOUCESTER & PORTMAN CAPITAL PTY LTD		250,875	2.05
11	FIVE T CAPITAL PTY LTD		250,000	2.04
11	UNION PACIFIC INVESTMENTS PTY LTD		250,000	2.04
11	SEVENSPEED PTY LTD		250,000	2.04
11	NINETY THREE PTY LTD		250,000	2.04
11	LABANC PTY LTD		250,000	2.04
11	OMONDALI PTY LTD		250,000	2.04
11	MR ANDREW ROSS TAYLOR		250,000	2.04
12	CUMANI INVESTMENTS PTY LTD		246,938	2.01
13	JAMES OWEN MOSES		200,000	1.63
13	MR HARSHVARDHAN SUKHATME		200,000	1.63
14	CLARE MALONE		187,500	1.53
15	MR GEORGE ADAM MITCHELL TENNENT		184,688	1.51
16	LJM CAPITAL CORPORATION PTY LTD		156,250	1.27
17	MR ROBERT DAVID OSMOND HAINES & MRS AMANDA HAINES		150,000	1.22
17	MILA PTY LTD		150,000	1.22
17	CHANCERY HOLDINGS PTY LTD		150,000	1.22
18	KAVA HOLDING PTY LTD		128,125	1.05
19	MR KEVIN D'SOUZA		125,000	1.02
20	MR STACEY HUBERT CARTER		100,025	0.82
		Total	9,655,166	78.78
		Balance of register	2,601,464	21.22
		Grand total	12,256,630	100.00

• See chapter 19 for defined terms.

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Holding Distribution SKNOA (Listed Option Exp 31 Dec 2020 @ $0.10)

2020 @ $0.10)
Range	Securities	%	No. of holders
100,001 and Over	9,755,179	79.59	30
10,001 to 100,000	2,240,114	18.28	51
5,001 to 10,000	166,658	1.36	22
1,001 to 5,000	90,102	0.74	34
1 to 1,000	4,577	0.04	9
Total	12,256,630	100.00	146
Unmarketable Parcels	0	0.00	0

• See chapter 19 for defined terms.

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