SKIN ELEMENTS LIMITED — Capital/Financing Update 2024

Dec 18, 2024

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

SKIN ELEMENTS LIMITED

Announcement Type

New announcement

Date of this announcement

19/12/2024

The Proposed issue is:

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)

enounceable)
		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Option exercisable at $0.01 expiring 3 years from date of	171,230,552
confirmed	issue
SKN	ORDINARY FULLY PAID	171,230,552

Ex date

31/12/2024

+Record date

2/1/2025

Offer closing date

14/2/2025

Issue date

21/2/2025

Refer to next page for full details of the announcement

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Appendix 3B - 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

ACN

Registration Number

608047794

1.3 ASX issuer code

SKN

1.4 The announcement is

New announcement

1.5 Date of this announcement

19/12/2024

1.6 The Proposed issue is:

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

1.6a The proposed standard +pro rata issue is:

• Non-renounceable

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Appendix 3B - Proposed issue of securities

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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 Yes

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 do not have +CDIs issued over them)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities do not have +CDIs issued over them)

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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Appendix 3B - Proposed issue of securities

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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 171,230,552
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 0.00300
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 the allocation of Shortfall Securities is at the Company¿s absolute discretion as per the allocation policy set out in Section 2.6 of the prospectus
Will a scale back be applied if the offer is over-subscribed?
Yes
Describe the scale back arrangements the allocation of Shortfall Securities is at the Company¿s absolute discretion as per the allocation policy set out in Section 2.6 of the prospectus
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 do not have +CDIs issued over them)
ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is
foreign company and +securities do not have +CDIs issued over them)

Have you received confirmation from ASX that the terms

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Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities
of the proposed +securities are appropriate and	Will the entity be seeking quotation of the 'new' class of
equitable under listing rule 6.1?	+securities on ASX?
No
	No
ASX +security code New class-code to be confirmed	+Security description Option exercisable at $0.01 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)
	171,230,552
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 0.00300

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

the allocation of Shortfall Securities is at the Company¿s absolute discretion as per the allocation policy set out in Section 2.6 of the prospectus

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

Describe the scale back arrangements

the allocation of Shortfall Securities is at the Company¿s absolute discretion as per the allocation policy set out in Section 2.6 of the prospectus

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 0.0100

Expiry date 21/2/2028

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Appendix 3B - Proposed issue of securities

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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

171230552

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

Details of company options where holders entitled to participate in the offer

ASX +security code and description

SKNOD : OPTION EXPIRING 31-MAY-2026

Date Option must be exercised by

31/12/2024

Part 3C - Timetable

3C.1 +Record date

2/1/2025

3C.2 Ex date

31/12/2024

3C.4 Record date

2/1/2025

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

7/1/2025

3C.6 Offer closing date

14/2/2025

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

11/2/2025

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

17/2/2025

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

21/2/2025

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Appendix 3B - Proposed issue of securities

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3C.12 Date trading starts on a normal T+2 basis 24/2/2025 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis 26/2/2025 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

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue In accordance with para 3.1 of the prospectus namely business development, corporate, expenses of teh offer 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 all countries except for Australia and New Zealand 3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes 3F.5a Please provide further details of the offer to eligible beneficiaries offered to the custodian holders beneficiaries 3F.6 URL on the entity's website where investors can download information about the proposed issue https://events.miraqle.com/skn-offer https://www.asx.com.au/markets/trade-our-cash-market/announcements.skn 3F.7 Any other information the entity wishes to provide about the proposed issue 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:

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Appendix 3B - Proposed issue of securities

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The publication of a +disclosure document or +PDS for the +securities proposed to be issued

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