SKIN ELEMENTS LIMITED — Capital/Financing Update 2019

May 2, 2019

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 beissued	SKN - Shares
2	Number of +securities issued or tobe issued (if known) or maximumnumber which may be issued	SKN – 7,000,000
3	Principal terms of the +securities(e.g. if options, exercise price andexpirydate;ifpartlypaid+securities, the amount outstandingand due dates for payment; if+convertiblesecurities,theconversion price and dates forconversion)	SKN - Ordinary Fully Paid Shares

+ See chapter 19 for defined terms.

4	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?	Securities rank equally in all respects with existingordinary fully paid shares (SKN)
	If the additional +securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of a trust,distribution) or interest paymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment
5	Issue price or consideration	$0.02
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	SKN – placement for cash $140,000
6a	Is the entity an +eligible entity thathasobtainedsecurityholderapproval under rule 7.1A?	Yes
	If Yes, complete sections 6b – 6h inrelation to the +securities thesubject of this Appendix 3B, andcomply with section 6i
6b	Thedatethesecurityholderresolution under rule 7.1A waspassed	30/11/18
6c	+securitiesNumberofissuedwithout security holder approvalunder rule 7.1	SKN – 7,000,000
6d	Number of +securities issued withsecurity holder approval under rule7.1A	N/A

+ See chapter 19 for defined terms.

6e	Number of +securities issued withsecurity holder approval under rule7.3, or another specific securityholder approval (specify date ofmeeting)	N/A
6f	Number of +securities issued under	N/A
	an exception in rule 7.2
6g	If +securities issued under rule7.1A, was issue price at least 75%of 15 day VWAP as calculatedunder rule 7.1A.3?Include the+issuedateandbothvalues.Include the source of the VWAPcalculation.	N/A
6h	If +securities were issued under rule7.1A for non-cash consideration,state date on which valuation ofconsideration was released to ASXMarket Announcements	N/A
6i	Calculate the entity's remaining	7.1:14,159,640
issue capacity under rule 7.1 andrule 7.1A – complete Annexure 1		7.1A:12,484,646
	andreleasetoASXMarketAnnouncements
7	+Issue dates	3 May 2019
	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 rataentitlement issue must comply with the applicabletimetable in Appendix 7A.
	Cross reference: item 33 of Appendix 3B.
		Number	+Class

8	Number and +class of all +securities	151,332,590	SKN – ordinary fully paid
	quoted on ASX (including the	77,546,690	SKNOA – options $0.10 ex 31/12/20
	+securitiesinsection2if
	applicable)

+ See chapter 19 for defined terms.

		Number	+Class
9	Number and +class of all +securitiesnot quoted on ASX (including the+securitiesinsection2ifapplicable)	338,000	SKNUO22 - $0.22 06/03/20
10	Dividend policy (in the case of atrust, distribution policy) on theincreased capital (interests)	N/A

Part 2 - Pro rata issue

11	Is security holder approval required?	No
12	Is the issue renounceable or nonrenounceable?	N/A
13	Ratio in which the +securities will beoffered	N/A
14	+Class of +securities to which theoffer relates	N/A
15	+Recorddatetodetermineentitlements	N/A
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?	N/A
17	Policy for deciding entitlements inrelation to fractions	N/A
18	Names of countries in which theentity has security holders who willnot be sent new offer documents	N/A
	Note: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations	N/A
20	Names of any underwriters	N/A

+ See chapter 19 for defined terms.

• 21 Amount of any underwriting fee or commission N/A
• 22 Names of any brokers to the issue N/A
• 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) N/A
• 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
• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

N/A

33 +Issue date N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

• See chapter 19 for defined terms.

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 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.

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 +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 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.

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: 03/05/2019 (Director/Company secretary) == == == == ==

+ See chapter 19 for defined terms.

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 placementcapacity is calculated
Insert number of fully paid +ordinarysecurities on issue 12 months before the+issue date or date of agreement to issue	80,053,001
Add the following:
Number of fully paid +ordinary•securities issued in that 12 monthperiod under an exception in rule 7.2	43,026,519
Number of fully paid +ordinary•securities issued in that 12 monthperiod with shareholder approval	19,481,604
Number of partly paid +ordinary•securities that became fully paid in that12 month period
Note:•Include only ordinary securities here –other classes of equity securitiescannot be added•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates asseparate line items
Subtract the number of fully paid+ordinary securities cancelled during that12 month period
"A"	142,561,124

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	21,384,169
7.1 that has already been used	Step 3: Calculate "C", the amount of placement capacity under rule
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:	224,528 – SKNOA options issued 04/10/18
•Under an exception in rule 7.2	7,000,000 – SKN shares issued 03/05/19
•Under rule 7.1A
•With security holder approval underrule 7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates asseparate line items
"C"	7,224,528
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	21,384,169
Note: number must be same as shown inStep 2
Subtract "C"	7,224,528
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	14,159,640
	[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A"Note: number must be same as shown inStep 1 of Part 1	142,561,124,
Step 2: Calculate 10% of "A"
"D"	0.10Note: this value cannot be changed
Multiply "A" by 0.10	14,256,112
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1ANotes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates as	1,771,466 – SKN shares issued 04/10/18
separate line items"E"	1,771,466

+ See chapter 19 for defined terms.

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

"A" x 0.10	14,256,112
Note: number must be same as shown inStep 2
Subtract "E"	1,771,466
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	12,484,646
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.