SKIN ELEMENTS LIMITED — Capital/Financing Update 2023

Jan 30, 2023

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Cancellation Summary

Entity name

SKIN ELEMENTS LIMITED

Announcement Type

Cancellation of previous announcement

Date of this announcement

31/1/2023

Reason for cancellation of previous announcement

The company is not proceeding under the current terms

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 8

Proposed issue of securities

Part 1 - Entity and announcement details

==> picture [21 x 22] intentionally omitted <==

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 ABN 90608047794

1.3 ASX issuer code

SKN

1.4 The announcement is

==> picture [8 x 8] intentionally omitted <==

Cancellation of previous announcement

1.4c Reason for cancellation of previous announcement

The company is not proceeding under the current terms

1.4d Date of previous announcement to this cancellation

27/1/2023

1.5 Date of this announcement

31/1/2023

1.6 The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

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

1.6a The proposed standard +pro rata issue is:

==> picture [8 x 8] intentionally omitted <==

• Non-renounceable

Proposed issue of securities

2 / 8

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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 15

Proposed issue of securities

3 / 8

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 31,075,660 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 0.02500

Oversubscription & Scale back details

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

==> picture [9 x 8] intentionally omitted <==

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 Share may be allocated to any Eligible Shareholders who apply for Shortfall Shares under the Shortfall Offer (b) If following the allocation in (a) above 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?

==> picture [9 x 8] intentionally omitted <==

Yes

Describe the scale back arrangements

In relation to the Shortfall Offer the Company reserves the right to issue 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 therefore. If the number of Shortfall Shares issued is less than number applied for, surplus applications 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?

==> picture [9 x 8] intentionally omitted <==

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

Proposed issue of securities

4 / 8

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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 Options exercise price $0.05 exp 31.10.2025 Yes No	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 Options exercise price $0.05 exp 31.10.2025 Yes No
New class-code to be confirmed	Options exercise price $0.05 exp 31.10.2025

+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)
	31,075,660
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

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

Proposed issue of securities

5 / 8

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

(a) Shortfall Share may be allocated to any Eligible Shareholders who apply for Shortfall Shares under the Shortfall Offer (b) If following the allocation in (a) above 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 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 therefore. If the number of Shortfall Shares issued is less than number applied for, surplus applications 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 Expiry date AUD 0.0500 31/10/2025

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 (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

3C.1 +Record date

6/2/2023

3C.2 Ex date

3/2/2023

Proposed issue of securities

6 / 8

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

3C.4 Record date 6/2/2023 3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue 9/2/2023

3C.6 Offer closing date 10/3/2023 3C.7 Last day to extend the offer closing date 7/3/2023

3C.9 Trading in new +securities commences on a deferred settlement basis

3C.11 +Issue date and last day for entity to announce results of +pro rata issue 17/3/2023

3C.12 Date trading starts on a normal T+2 basis 20/3/2023

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis 22/3/2023

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

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

None

Proposed issue of securities

7 / 8

Proposed issue of securities

Part 3F - Further Information

==> picture [21 x 22] intentionally omitted <==

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

To raise additional 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

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

None

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

Proposed issue of securities

8 / 8