SKIN ELEMENTS LIMITED — Capital/Financing Update 2023

May 2, 2023

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

3/5/2023

Reason for update to a previous announcement

The closing date of the Offer being extended and AGM date

Refer to next page for full details of the announcement

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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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type Registration Number ACN 608047794

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

The closing date of the Offer being extended and AGM date

1.4b Date of previous announcement to this update

5/4/2023

1.5 Date of this announcement

3/5/2023

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 28/6/2023 Estimated No

Comments

In accordance with an underwriting agreement to which 708 Capital Pty Ltd are appointed as lead manager and underwriter to a non-renounceable right issue in accordance with a prospectus dated 5 April 2023

Part 7B - Issue details

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 +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

SKN : ORDINARY FULLY PAID

Number of +securities proposed to be issued

6,152,981

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

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Please describe the consideration being provided for the +securities

Underwriting fees being 6% of the Offer proceeds raised under the non-renounceable rights issue offer.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

61,530.000000

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

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)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? Yes No

ASX +security code +Security description New class-code to be confirmed Options exercisable at $0.025 expiring 3 years from date of issue

+Security type

Options

Number of +securities proposed to be issued

6,152,981

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Inclusive in the Underwriting Fee issued on the same terms as securities issued under the non-renounceable rights issue entitlement offer

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Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

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 Expiry date AUD 0.0250 15/5/2026

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 Ordinary Fully paid 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. https://www2.asx.com.au/markets/trade-our-cash-market/announcements.skn

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)? New class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ISIN Code (if Issuer is a 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? No

Will the entity be seeking quotation of the 'new' class of +securities on ASX? Yes

ASX +security code +Security description New class-code to be confirmed Options exercisable at $0.025 expiring 3 years from issue date

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Proposed issue of securities
+Security type
Options
Number of +securities proposed to be issued
10,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities
Inclusive in the Underwriting Fee issued on the same terms as securities issued under the non-renounceable rights issue
entitlement offer
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Options details
+Security currency Exercise price	Expiry date
AUD - Australian Dollar AUD 0.0250	15/5/2026
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 Ordinary Fully paid 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.
https://www2.asx.com.au/markets/trade-our-cash-market/announcements.skn Issue subject to shareholder approval

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Part 7C - Timetable

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7C.1 Proposed +issue date 28/6/2023 Part 7D - Listing Rule requirements 7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes 7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 15/5/2023 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No Part 7E - Fees and expenses 7E.1 Will there be a lead manager or broker to the proposed issue? No 7E.2 Is the proposed issue to be underwritten? No 7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue The issue of 6152981 Ordinary Shares and 16152981 Options subject of this appendix 3b are all fees payable to the Underwriter in accordance with an underwriting agreement for the non-renounceable rights issue entitlement offer (prospectus dated 5 April 2023). Note the Underwriter has the option to either be paid full in cash or the issue of 6152981 shares and 6152981 options

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Part 7F - Further Information

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7F.01 The purpose(s) for which the entity is issuing the securities

In satisfaction of Underwriting fees in accordance with an underwriting agreement for the non-renounceable rights issue entitlement issue

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued

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