SKIN ELEMENTS LIMITED — Capital/Financing Update 2021

May 23, 2021

Proposed issue of securities

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Update Summary

Entity name

SKIN ELEMENTS LIMITED

Announcement Type

Update to previous announcement

Date of this announcement

Monday May 24, 2021

Reason for update to a previous announcement

to update entitlement issue timetable

Refer to next page for full details of the announcement

Proposed issue of securities

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

SKIN ELEMENTS LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

Registration Number

ABN 90608047794

1.3 ASX issuer code

SKN

1.4 The announcement is

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Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

to update entitlement issue timetable

1.4b Date of previous announcement(s) to this update

Monday May 17, 2021

1.5 Date of this announcement

Monday May 24, 2021

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable)

1.6a The proposed standard +pro rata issue is:

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• Non-renounceable

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 - Are any of the following approvals required for the entitlement offer to be unconditional? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

SKN : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? Yes No

Details of +securities proposed to be issued

ASX +security code and description

SKN : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

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Proposed issue of securities

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Proposed issue of securities
The quantity of additional +securities	For a given quantity of +securities
to be issued	held
1	15
What will be done with fractional	Maximum number of +securities
entitlements?	proposed to be issued (subject to
	rounding)
Fractions rounded up to the next	25,298,484
whole number
Reason for the update of 'Maximum Number of +securities proposed to be issued' Offer price details for retail security holders
In what currency will the offer be	What is the offer price per +security
made?	for the retail offer?
AUD - Australian Dollar	AUD 0.08000

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes

Describe the limits on over-subscription

At the absolute discretion of Directors if there is a Shortfall, the Company will allocate Shortfall Shares According to the following priority: (a) Shortfall Shares may be allocated to any Eligible Shareholders who apply for Shortfall Shares under the Shortfall Offer. (b) If following the allocation in paragraph (a), there remains a Shortfall, those unallocated Shortfall Shares will then be allocated to other investors who apply under the Shortfall Offer

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

In relation to the Shortfall Offer, the Company reserves the right to issue to an Applicant a lesser number of Shortfall Shares than the number applied for, reject an Application or not proceed with the issuing of the Shortfall Shares or part thereof. if the number of Shortfall Shares issued is less than the number applied for, surplus Application Monies will be refunded in full. Interest will not be paid on Application Monies refunded.

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description Listed options exercisable at $0.10 expiry 15 March 2024 Yes Yes	Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description Listed options exercisable at $0.10 expiry 15 March 2024 Yes Yes
New class-code to be confirmed	Listed options exercisable at $0.10 expiry 15 March 2024

+Security type

Options

Offer ratio (ratio of attaching securities at which the new +securities will be issued)

The quantity of attaching +securities to be issued	For a given quantity of the new +securities issued
1	2
What will be done with fractional entitlements?	Maximum number of +securities proposed to be issued
Fractions rounded up to the next whole number	(subject to rounding)
	12,649,242
Reason for the update of 'Maximum Number of +securities proposed to be issued'

Offer price details for retail security holders

In what currency will the offer be made?	What is the offer price per +security for the retail offer?
	AUD 0.00000
AUD - Australian Dollar

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Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?

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Yes

Describe the limits on over-subscription

At the absolute discretion of Directors if there is a Shortfall, the Company will allocate Shortfall Shares According to the following priority:

(a) Shortfall Shares may be allocated to any Eligible Shareholders who apply for Shortfall Shares under the Shortfall Offer. (b) If following the allocation in paragraph (a), there remains a Shortfall, those unallocated Shortfall Shares will then be allocated to other investors who apply under the Shortfall Offer

Will a scale back be applied if the offer is over-subscribed?

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Yes

Describe the scale back arrangements

In relation to the Shortfall Offer, the Company reserves the right to issue to an Applicant a lesser number of Shortfall Shares than the number applied for, reject an Application or not proceed with the issuing of the Shortfall Shares or part thereof. if the number of Shortfall Shares issued is less than the number applied for, surplus Application Monies will be refunded in full. Interest will not be paid on Application Monies refunded.

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price

AUD 0.1000

Expiry date

Friday March 15, 2024

Details of the type of +security that will be issued if the option is exercised

SKN : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

one fully paid ordinary share (ASX:SKN)

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

www.skinelementslimited.com/investors

Part 3C - Timetable

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3C.1 +Record date

Tuesday June 8, 2021

3C.2 Ex date

Monday June 7, 2021

3C.4 Record date

Tuesday June 8, 2021

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

Friday June 11, 2021

3C.6 Offer closing date

Friday July 23, 2021

3C.7 Last day to extend the offer closing date

Tuesday July 20, 2021

3C.9 Trading in new +securities commences on a deferred settlement basis Monday July 26, 2021

3C.10 Last day for entity to announce the results of the offer to ASX, including the number and percentage of +securities taken up by existing +security holders and any shortfall taken up by underwriters or other investors

Wednesday July 28, 2021

3C.11 +Issue date

Friday July 30, 2021

3C.12 Date trading starts on a normal T+2 basis

Monday August 2, 2021

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

Wednesday August 4, 2021

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? No

3E.2 Is the proposed offer to be underwritten? No

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3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

The funds raised will be used to expand the marketing and production of its Invisi Shield disinfectant range, and the continued commercialisation of its Soleo Organics natural sun care range and PapayaActivs therapeutic skincare range.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

United States of America

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No

3F.6 URL on the entity's website where investors can download information about the proposed issue

www.skinelementslimited.com/investors

3F.7 Any other information the entity wishes to provide about the proposed issue

This Appendix 3B is to update the timetable

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes

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