December 31, 2015

Prospectus

NOTICE

BEFORE DOWNLOADING, PRINTING OR VIEWING THE PROSPECTUS, PLEASE CAREFULLY READ THIS INFORMATION.

PROSPECTUS

THIS PROSPECTUS AND SECOND SUPPLEMENTARY PROSPECTUS, CONTAIN DETAILS OF A PUBLIC OFFER OF 17,500,000 FULLY PAID ORDINARY SHARES (SHARES) IN SKIN ELEMENTS LIMITED (COMPANY) AT AN ISSUE PRICE OF $0.20 EACH TOGETHER WITH ONE ATTACHING OPTION FOR EVERY TWO SHARES ISSUES TO RAISE A MINIMUM SUBSCRIPTION OF $3,500,000 (BEFORE COSTS), WITH OVERSUBSCRIPTIONS OF AN ADDITIONAL 5,000,000 SHARES TOGETHER WITH ONE ATTACHING OPTION FOR EVERY TWO SHARES ISSUES TO RAISE A FURTHER $1,000,000.

THIS PROSPECTUS ALSO CONTAINS AN OFFER OF 55,000,000 SHARES, 27,500,000 OPTIONS AND 27,500,000 UNLISTED OPTIONS TO SEO SHAREHOLDERS AS CONSIDERATION FOR THE ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL IN SE OPERATIONS PTY LTD; AND AN OFFER OF 2,000,000 OPTIONS TO THE FACILITATORS FOR SERVICES PROVIDED IN CONNECTION WITH THE PUBLIC OFFER.

The Second Supplementary Prospectus is dated 18 August 2016 and should be read in conjunction with the Prospectus dated1 June 2016 (Prospectus Date). The expiry date of the Prospectus is the date that is 13 months from the Prospectus Date.

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional adviser without delay.

By accessing the prospectus you acknowledge that you have read and accept the terms set out in this notice. Indicate your agreement or otherwise at the bottom of this notice.

The paper form of the Prospectus (including the Application Forms) is available electronically through this website and has been lodged with the Australian Securities and Investments Commission (ASIC) on 18 August 2016. The Company will apply within seven days of the Prospectus Date, to the Australian Securities Exchange (ASX) for admission of the Company to the official list of the ASX and for quotation of the Shares of the Company. A free paper copy of the Prospectus is available from the Company upon request by an investor.

Neither ASIC nor ASX Limited take any responsibility for the contents of the Prospectus or the investment to which it relates.

The information contained in this Prospectus is not financial product advice and does not take into account your investment objectives, financial situation or particular needs. This Prospectus should not be construed as financial, taxation, legal or other advice.  The Company is not licensed to provide financial product advice in respect of its securities or any other financial products.

This Prospectus is important and should be read in its entirety prior to deciding whether to invest in the Company. There are risks associated with an investment in the Company and some of the key risks are set out in Section 5. You should carefully consider these risks in light of your personal circumstances (including financial and tax issues) and seek professional guidance from your stockbroker, solicitor, accountant, financial adviser or other independent professional adviser before deciding whether to invest in the Company. There may also be risks in addition to these that should be considered in light of your personal circumstances.

If you do not fully understand this Prospectus or are in doubt as to how to deal with it, you should seek professional guidance from your stockbroker, solicitor, accountant, financial adviser or other independent professional adviser before deciding whether to invest in the Company.

No person named in this Prospectus warrants or guarantees the Company’s performance, the repayment of capital by the Company or any return on investment made pursuant to this Prospectus.

WARNING

The distribution of this Prospectus outside of Australia and New Zealand may be restricted by law. This Prospectus is not intended to, and does not, constitute an offer of securities in any place which, or to any person to whom, the making of such offer would not be lawful under the laws of any jurisdiction outside Australia. It is the responsibility of any applicant outside Australia to ensure compliance with all laws of any country relevant to their application and any applicant should consult their professional advisers as to whether any governmental or other consents are required, or other formalities need to be observed to enable them to apply for securities under the Prospectus.  The failure to comply with any applicable restrictions may constitute a violation of securities law in those jurisdictions.

No action has been taken to register or qualify the securities or the offers under the Prospects or otherwise to permit a public offering of the securities in any jurisdiction outside Australia.

The Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any US person (as defined in regulations under the US Securities Act of 1933, as amended (US Securities Act)), and is not available to persons in the United States or to US persons. The securities in the offering have not been and will not be registered under the US Securities Act or the securities laws of any state of the United States and may not be offered or sold in the United States or to US persons, except under an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and applicable state securities laws.

The Prospectus accessible on this website is available to persons accessing the site from in Australia only. If you are accessing this site from anywhere outside Australia, do not download, print or view the Prospectus. By accessing the Prospectus, you acknowledge and confirm, among other things, that you are an Australian resident and are accessing the site from within Australia.

EXPOSURE PERIOD

The Corporations Act 2001 (Cth) (Corporations Act) prohibits the Company from processing applications for securities under this Prospectus (Applications) in the seven day period after the Prospectus Date (Exposure Period). This period may be extended by ASIC for a further period of up to seven days. The purpose of the Exposure Period is to enable this Prospectus to be examined by ASIC and market participants prior to the raising of funds under the offers. The examination may result in the identification of deficiencies in this Prospectus, in which case any Application may need to be dealt with in accordance with section 724 of the Corporations Act. Applications received during the Exposure Period will not be processed until after the expiry of the Exposure Period. No preference will be conferred on any Applications received during the Exposure Period.

During the Exposure Period, this Prospectus will be made generally available to Australian residents without the Application Form, by being posted on the following website: www.soleoorganics.com.

APPLICATIONS

After the Exposure Period, an application for Shares and Options can be made under the Public Offer by either:

  • printing and completing the Public Offer Application Form attached to or accompanied by the electronic Prospectus;or
  • completing the Public Offer Application Form attached to or accompanied by a paper form of the Prospectus, and then lodging the form and the application monies in accordance with the details set out in the Prospectus and the Public Offer Application Form.

To view the Prospectus you need to have Adobe Acrobat.

INSTRUCTIONS

Subject to the terms contained in this notice, an electronic copy of the Prospectus may be viewed or downloaded by following the instructions set out below.

You should ensure that any copy of the Prospectus you view or print is complete.

The information on this website is for informational purposes only and is subject to change without notice. Nothing contained on this website or in the Prospectus constitutes investment, legal, accounting, business, tax or other advice, nor is it to be relied on in making an investment in the shares and options of the Company. The information on this website and in the Prospectus does not take into account your investment objectives, financial situation or particular needs.

Do you accept these conditions?

Yes, I accept and agree to be bound by the above terms and conditions

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