SKIN ELEMENTS LIMITED — Capital/Financing Update 2024

Dec 18, 2024

19 December 2024

ENTITLEMENT ISSUE & COURT ORDERS FOR AUDITOR APPOINTMENT AND CLEANSING NOTICES

• approximately $514k

• The issue is not underwriten

• Funds to be allocated across the costs of the issue, business and product development, sales, produc�on and working capital.

• Court orders for appointment of auditors and cleansing no�ces

En�tlement Issue

Australian natural biotechnology company Skin Elements Limited (ASX: SKN) ( Skin Elements , the Company ) is pleased to advise that it will raise funds pursuant to a 1 for 5 non renounceable rights En�tlement Issue at a price of $0.003 per New Share together with 1 ataching New Op�on (exercise price $0.01, expiring three years from the date of issue) for every New Share issued, that will raise $513,692 before costs ( Offer ).

marke�ng, produc�on and opera�ons, as well as working capital to cover the Company’s ongoing opera�onal costs.

set out below and will be included in a prospectus lodged with ASIC on 19 December 2024.

The en�tlement issue is not underwriten. The Company will consider addi�onal applica�ons for shor�all en�tlements not taken up and any applica�ons that result in over subscrip�ons.

The Directors have advised the Company that they intend to take up their En�tlements in full.

Company’s share registry as at the Record Date and also obtainable in hard copy or email form the Company.

It is not prac�cable for the Company to comply with securi�es laws of overseas jurisdic�ons having regard to the number of overseas Shareholders, the number and value of Shares these shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdic�on. Accordingly, the Offer is not being extended to, and New Shares and New Op�ons will not be issued to shareholders with a registered address which is outside Australia and New Zealand.

quota�on of the New Shares.

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Indica�ve Timetable (Indica�ve only and subject to change)

	DATE
Announcement of Non Renounceable Rights Issue Ofer and lodgment of Appendix 3B with ASX	Thursday, 19 December 2024
Lodgment of Prospectus with ASIC and ASX	Thursday, 19 December 2024
Ex Date (ie, date from which Shares trade without en�tlements to par�cipate in the ofer)	Thursday, 31 December 2024
Record Date for determining En�tlements	Thursday, 2 January 2024
Prospectus and En�tlement and Acceptance Forms dispatched to Eligible Shareholders	Tuesday, 7 January 2025
Opening Date	Tuesday, 7 January 2025
Last day for extending closing dates of the ofer	Tuesday, 11 February 2025
Closing Date	Friday, 14 February 2025
Trading of New Shares on deferred setlement	Monday, 17 February 2025
Issue date and lodgment of Appendix 2A	Friday, 21 February 2025
Date trading starts	Monday, 24 February 2025
First setlement date of trades conducted on deferred setlement basis and on normal T+2 basis	Wednesday, 26 February 2025

Appointment of auditors

Company’s applica�on seeking orders in rela�on to the Company’s failure to appoint its auditor and lodgement of cleansing no�ces by the Company which failed to refer to compliance with sec�on 674A of the Corpora�ons Act.

no�ce.

This announcement has been approved by the Board of Directors of Skin Elements Limited.

END

For further information please contact

Peter Malone Media and Investor Inquiries Executive Chairman James Moses Skin Elements Limited Mandate Corporate T: +61 439 430 770 T: +61 420 991 574 E: peter@senatural.com E: james@manadatecorporate.com.au

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About Skin Elements

Skin Elements (ASX: SKN) is an award winning Australian owned and operated ASX-listed natural biotechnology company focused on the development of its SE Formula Biotechnology. Skin Elements world leading innovative approach to research and development of plant-based and organic sourced ingredients has enabled the creation of a portfolio of all natural plant based formulations that have global applications. Its flagship formulations have delivered products that include the SuprCuvr TGA-registered, hospital-grade plant-based disinfectant, ECO-Nurture plant bio-stimulant, Soléo Organics natural and organic sunscreen, PapayaActivs natural therapeutics skincare products and the Elizabeth Jane Natural Cosmetics brand.

Further information is available via the Company website: http://skinelementslimited.com and on the Company online store: www.sknlife.com.au.

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IN THE SUPREME COURT OF WESTERN AUSTRALIA

COR/202/2024

EX PARTE: SKIN ELEMENTS LIMITED (ACN 608 047 794)

First Plaintiff

_______________

ORDERS OF JUSTICE HILL MADE ON 19 DECEMBER 2024

_______________

UPON APPLICATION of the plaintiff by originating process dated 16 December 2024, and UPON HEARING Mr M F Holler, of counsel for the plaintiff, IT IS ORDERED that:

Auditor Appointment

1. Pursuant to section 1322(4)(a) of the Corporations Act 2001 (Cth) (Act), it is declared that the appointment of BDO Audit Pty Ltd (BDO Audit) as auditor of the Plaintiff from 29 November 2024 is not invalid by reason of:

2. (a) the failure of the Plaintiff to comply with section 327B(1)(b) of the Act by not having BDO Audit’s appointment approved at the annual general meeting of the Plaintiff convened on 29 November 2024 (2024 AGM); and

3. (b) the failure of the Plaintiff and/or its directors and officers to comply with section 328B of the Act,

and the Plaintiff and its directors and/or officers (as the case may be) are deemed to have complied with those requirements.

1. Pursuant to section 1322(4)(a) of the Act, it is declared that:

2. (a) by reason of Order 1 above, the notice given under section 708A(5)(e) of the Act set out in Annexure A to these Orders stating Chapter 2M compliance was effective when given; and

3. (b) any offer for sale or sale of the fully paid ordinary shares in the capital of the Plaintiff (Shares) referred to in Annexure A to these Orders during the period from their date of issue to the date of these Orders (inclusive) is not invalid by reason of:

   • (i) any alleged failure of the notice given under section 708A(5)(e) of the Act to exempt the sellers from their obligation of disclosure under the Act; and

   • (ii) any consequent failure by the sellers of the securities to comply with section 707(3) of the Act.

Failure to lodge valid cleansing notices

1. Pursuant to section 1322(4)(a) of the Act, it is declared that:

2. (a) the notices given by the Plaintiff under section 708A(5)(e) of the Act set out in Annexure B to these Orders are not invalid by reason of failing to refer to compliance with section 674A of the Act in addition to section 674 of the Act; and

3. (b) any offer for sale or sale of the Shares referred to in Part B of Annexure B to these Orders, during the period after the date of their respective issues to the date of these Orders (inclusive) is not invalid by reason of:

   • (i) any alleged failure of the notices given under section 708A(5)(e) of the Act to exempt the sellers from their obligation of disclosure under the Act; and

   • (ii) any consequent failure by the sellers of the securities to comply with section 707(3) of the Act.

4. As soon as reasonably practicable, the Plaintiff is to:

5. (a) serve a sealed copy of these Orders on:

   • (i) Australian Securities and Investments Commission;

   • (ii) ASX Limited;

   • (iii) the Plaintiff’s current auditor, BDO Audit Pty Ltd;

   • (iv) the Plaintiff’s former auditor, BDO Audit (WA) Pty Ltd;

   • (v) each person to whom the Shares in Orders 2 to 3 were issued, and

6. (b) publish an announcement to ASX Limited in which a copy of these orders is included.

7. For a period of 28 days from the date of these Orders, ASIC or any person who claims to have suffered substantial injustice or is likely to suffer substantial injustice by the making of any or all of these Orders has liberty to apply to vary or to discharge them.

8. There be no order as to costs.

BY THE COURT

THE HONOURABLE JUSTICE J HILL