SKIN ELEMENTS LIMITED — Share Issue/Capital Change 2017

May 8, 2017

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

SKIN ELEMENTS LIMITED (SKN)

ABN

90 608 047 794

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Ordinary Fully Paid
	3,000,000
	Ordinary Fully Paid

• See chapter 19 for defined terms.

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4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed	Securities rank equally in all respects with existing ordinary fully paid shares (SKN)
	$0.20 per share
	Acquisition of business assets of McArthur Natural Skincare Products including Business Intellectual Property, Stock, Designs, Key Data and Key Technologies.
	N/A
	N/A

• See chapter 19 for defined terms.

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	Appendix 3B New issue announcement
6c Number of +securities issued without security holder approval under rule 7.1 6d Number of +securities issued with security holder approval under rule 7.1A 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of +securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the+issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	3,000,000
	None
	None
	3,000,000
	N/A
	5 May 2017
	11,482,500
	5 May 2017

• See chapter 19 for defined terms.

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ppendix 3B ew issue announcement
8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	21,550,001 12,943,234 42,056,766 9,275,000 6,471,617 23,028,383	SKN – ordinary fully paid SKNESC12 – ordinary escrow 12 SKNESC24 – ordinary escrow 24 SKNO – options $0.20 ex 31/10/18 SKNOESC12 – options escrow 12 SKNOESC24 – options escrow 24
		+Class SKNUOESC12 - $0.30 30/11/19 SKNUOESC24- $0.30 30/11/19
	Number	+Class
	6,471,617 21,028,383	SKNUOESC12 - $0.30 30/11/19 SKNUOESC24- $0.30 30/11/19
	N/A

Part 2 - Pro rata issue

art 2 - Pro rata issue
11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	No
	N/A
	N/A
	Ordinary Fully Paid
	N/A
	N/A

• See chapter 19 for defined terms.

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	Appendix 3 New issue announceme
17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements in full through a broker? 31 How do security holders sell part of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	N/A
	N/A
	N/A
	N/A
	N/A
	5 May 2017

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities (tick one)

• (a)  +Securities described in Part 1

• (b) All other[+] securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

• See chapter 19 for defined terms.

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Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35  If the additional[+] securities are[+] securities, and the number and percentage of additional[+] equity securities, the names of the 20 largest holders of the[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional  + securities setting out the number of holders in the categories

• 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

ntities that have ticked box 34(b)
38 Number of+securities for which +quotation is sought 39 +Class of+securities for which quotation is sought 40 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another+security, clearly identify that other+security) 42 Number and +class of all +securities quoted on ASX (including the+securities in clause 38)	N/A
	N/A
	N/A
	N/A
	Number	+Class

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Craig Piercy ........................... Date: 9 May 2017 (Director/Company secretary) == == == == ==

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid [+] ordinary 0
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities 76,550,001
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid [+] ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid [+] ordinary
securities cancelled during that 12 month
period
“A” 76,550,001
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• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 11,482,500
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1
that has already been used
Insert number of [+] equity securities issued
or agreed to be issued in that 12 month
period not counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
“C” 0
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 11,482,500
Note: number must be same as shown in
Step 2
Subtract “C” 0
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 11,482,500
[Note: this is the remaining placement
capacity under rule 7.1]
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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

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Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A”
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of [[+]] equity securities issued
or agreed to be issued in that 12 month
period under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
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Insert number of [[+]] equity securities issued
or agreed to be issued in that 12 month
period under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
“E”
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• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A “A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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PAGE NUMBER : 1 REPORT DATE : 05/05/2017 REPORT TIME : 13.46.22

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SKIN ELEMENTS LIMITED

INVESTOR RANGES FRIDAY 5 MAY 2017

Ranges Investors Securities

% Issued Capital

Security Code : SKN FULLY PAID ORDINARY SHARES

Totals for Security Code SKN

1 to 1000	3	601	.00
1001 to 5000	13	51,420	.24
5001 to 10000	171	1,700,164	7.89
10001 to 100000	119	4,457,816	20.69
100001 and Over	33	15,340,000	71.18
Total	339	21,550,001	100.00

The number of security investors holding less than a marketable parcel of 2703 securities ($.185 on 01/05/2017) is 7 and they hold 10701 securities.

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SKIN ELEMENTS LIMITED

TOP 20 INVESTORS REPORT MONDAY 8 MAY 2017

		Current	% Issued
Rank	Investor	Balance	Capital
Sec. Group: SKN - ORD ISSUED CAPITAL
1	SOVEREIGN EMPIRE PTY LTD	10,130,781	13.23%
2	LAWLEY GROUP PTY LTD	8,075,048	10.55%
3	SUNADVANCE GROUP LIMITED	5,000,250	6.53%
3	WILLPOWER TRADING LIMITED	5,000,250	6.53%
4	SOVEREIGN EQUITIES PTY LTD	4,570,325	5.97%
5	TOP OCEANIA INTERNATIONAL	3,500,000	4.57%
	LIMITED
6	TOM MCARTHUR PTY LTD	3,000,000	3.92%
7	CLARE MALONE	1,500,000	1.96%
8	HEKIMA PTY LTD	1,333,333	1.74%
9	LJM CAPITAL CORPORATION PTY	1,250,000	1.63%
	LTD
10	AUSTRALIAN EXECUTOR TRUSTEES	1,230,000	1.61%
	LTD
11	CHENG GU	1,140,000	1.49%
12	YIDONG BAO	875,000	1.14%
12	CALIBRE CAPITAL INC.	875,000	1.14%
13	CHRIS SMAILES +	625,000	.82%
	SHARON SMAILES
	<SMAILES FAMILY SUPER FUND
	A/C>
14	ROBIN ARMSTRONG	600,000	.78%

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SKIN ELEMENTS LIMITED

TOP 20 INVESTORS REPORT MONDAY 8 MAY 2017

		Current	% Issued
Rank	Investor	Balance	Capital
15	NEIL BOWIE +	500,000	.65%
	TERESE BOWIE
15	IMPACT NOMINEES PTY LTD	500,000	.65%
15	LAKEHOUSE INVESTMENTS PTY LTD	500,000	.65%
15	DUNCAN MACLEAN	500,000	.65%
15	FRANK MALONE	500,000	.65%
15	JO-ANNA MALONE	500,000	.65%
15	SALLY-ANNE MALONE	500,000	.65%
15	XAVIER MALONE	500,000	.65%
15	MS JESSICA YUJIA MAO	500,000	.65%
15	MODOMIO PTY LTD	500,000	.65%
15	WHITE LINE CAPITAL PTY LTD	500,000	.65%
16	GEORGE TENNENT	487,500	.64%
17	KEITH FLYNN	461,250	.60%
	<KEITH FLYNN & FAMILY SUPER
	FUND A/C>
18	GUANGWEI FAN	430,000	.56%
19	GREGORACH PTY LTD	416,667	.54%

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SKIN ELEMENTS LIMITED

TOP 20 INVESTORS REPORT

MONDAY 8 MAY 2017

		Current	% Issued
Rank	Investor	Balance	Capital
20	RM COMPANY PTY LTD	375,000	.49%
	<ROBERT MACGREGOR INVESTMENT
	A/C>

		Investors
TOTAL IN THIS REPORT:	56,375,404	32	73.65%
TOTAL OTHER INVESTORS:	20,174,597	417	26.35%
GRAND TOTAL:	76,550,001	449	100.00%

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Confidential - Link Market Services Limited