SKIN ELEMENTS LIMITED — Capital/Financing Update 2023

Apr 4, 2023

Proposed issue of securities

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Announcement Summary

Entity name

SKIN ELEMENTS LIMITED

Announcement Type

New announcement

Date of this announcement

5/4/2023

The Proposed issue is:

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

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Options exercisable at $0.025 expiring 3 years from date of	93,226,979
confirmed	issue
SKN	ORDINARY FULLY PAID	93,226,979

Ex date

12/4/2023

+Record date

13/4/2023

Offer closing date

8/5/2023

Issue date

15/5/2023

Refer to next page for full details of the announcement

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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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New announcement

1.5 Date of this announcement

5/4/2023

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 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? 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)

The quantity of additional +securities For a given quantity of +securities to be issued held 1 5

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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 93,226,979 whole number

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 0.01000

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

will only be issued to the extent there is a sufficient number of available Top Up Securities

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

Describe the scale back arrangements

to be determined by the directors of the Company in their sole discretion

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

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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	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?
No	Yes
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

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	1
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)
	93,226,979
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

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

will only be issued to the extent there is a sufficient number of available Top Up Securities

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

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Describe the scale back arrangements

to be determined by the directors of the Company in their sole discretion

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 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.

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

Part 3C - Timetable

3C.1 +Record date

13/4/2023

3C.2 Ex date

12/4/2023

3C.4 Record date

13/4/2023

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

18/4/2023

3C.6 Offer closing date

8/5/2023

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3C.7 Last day to extend the offer closing date 3/5/2023 3C.9 Trading in new +securities commences on a deferred settlement basis 9/5/2023 3C.11 +Issue date and last day for entity to announce results of +pro rata issue 15/5/2023 3C.12 Date trading starts on a normal T+2 basis 16/5/2023 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis 18/5/2023 Part 3E - Fees and expenses 3E.1 Will there be a lead manager or broker to the proposed offer? Yes 3E.1a Who is the lead manager/broker? 708 Capital Pty Ltd is engaged as the lead manager and Underwriter 3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? fees disclosed below - underwriter fees 3E.2 Is the proposed offer to be underwritten? Yes 3E.2a Who are the underwriter(s)? 708 Capital Pty Ltd 3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)? 100% 3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)? 6% of Offer proceeds. The underwriter can elect this fee to be paid in either or a combination of cash and or new shares and options on the issue price of $0.01 per new share and issued subject to the approval of shareholders on same terms under the offer. 10,000,000 new options on same terms as the offer will be issued subject to shareholder approval 3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated material adverse effect on financial position, material adverse effect on success of offer, trading of shares or underwriter ability to promote the offer, misleading disclosures, unable to proceed, market fall by 10% below its level at day before date of prospectus, adverse change occurs 3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? 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 Business development sales & marketing production & operations and working capital 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 USA 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 https://www2.asx.com.au/markets/trade-our-cash-market/announcements.skn 3F.7 Any other information the entity wishes to provide about the proposed issue

A separate appendix 3B will be lodged immediately after detailing the securities issued to the underwriter as detailed above 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 3F.9 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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