Immuron Ltd — Capital/Financing Update 2010

Apr 22, 2010

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23 April 2010

Dear Shareholder

Shareholder Share Purchase Plan

The Directors of Immuron Limited (“Company”) are pleased to invite you to participate in the Company’s 2010 Shareholder Share Purchase Plan (“ Plan ”).

Under the Plan, Eligible Members who held Immuron Limited shares at 7.00pm, Melbourne time on 16th April 2010 (" Record Date "), will be able to purchase up to $15,000 worth of new fully paid ordinary shares in the Company (" Shares "), being $15,000 less the amount (if any) previously subscribed for shares issued to the relevant Eligible Member pursuant to the Company's 18 June 2009 Shareholder Share Purchase Plan (" June 2009 Plan ").

This offer pursuant to the Plan (" Offer ") is irrespective of the number of Shares an Eligible Member currently holds. The Shares are being offered exclusively to Eligible Members of the Company at the price, and on the terms, set out in this letter and in the attached terms and conditions of the Plan (“Terms & Conditions”).

The issue price for Shares offered under the Plan will be 6.5 cents per Share, which represents approximately a 20 % discount to the volume weighted average market price of the Company’s Shares for the 5 trading days th immediately preceding the announcement of the offer on 19 April 2010 .

The Plan allows Immuron shareholders to acquire the Shares without brokerage or costs which would otherwise apply to a purchase of Shares on the Australian Stock Exchange.

If you currently hold an unmarketable parcel of Shares (being less than $500 worth of shares) you can use this opportunity to increase your shareholding to a marketable parcel.

It is proposed that 24,000,000 Shares will be issued under the Plan (a raise target of approximately $1.5 million) although the Directors have the absolute discretion to accept applications for a higher number of Shares. Any over subscriptions will be scaled back on a pro rata basis.

The Offer of 24,000,000 is equivalent to approximately 9% of the ordinary Shares on issue at the Record Date. Shareholder approval is not required to issue Shares under this Plan. Therefore, Eligible Members are encouraged to act quickly if they wish to participate in the Plan.

Intention of Directors

Each Director holding shares in the Company and residing in Australia intends to take part in the Offer.

Purpose of the Offer

The Offer is being made to Eligible Members to provide them with the opportunity to acquire Shares which will assist in the funding of research & development with particular focus on the development of an influenza prevention product both in Melbourne and Jerusalem as well as continuing the clinical assessment of oral immunotherapy for Metabolic Syndrome at the Hadassah Medical Centre in Israel.

Participation

Participation in this Offer is optional. There is no obligation on you to accept the Offer. The Offer is non-renounceable. This means you cannot transfer your right to subscribe for Shares under the Offer to anyone else.

You are an Eligible Member and entitled to participate in the Plan only if you are a registered holder of Shares th in the Company as at 7.00 pm on 16 April 2010 , with a registered address in either Australia or New Zealand.

ABN 80 063 114 045 AUSTRALIA

Level 1, 39 Leveson Street North Melbourne VIC 3051 Tel (61) 3 9018 4880 Fax (61) 3 9018 4881 www.immuron.com

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Closing Date

To participate in the Plan, you must complete and return your acceptance form to the Company’s share registry th (Computershare) at either of the addresses set out below by 5.00pm Melbourne time on 28 May 2010 .

How much can you invest & how many shares will you receive?

As an Eligible Member you are entitled to subscribe for Shares up to a maximum value of $15,000 less the amount previously subscribed for Shares (if any) issued to you pursuant to the Company's June 2009 Plan (" Plan Limit "). Only those Eligible Members who did not accept any of the June 2009 Plan may select Plan D. You may select only one of the four following plans to subscribe for shares under the Plan:

Plan Designation	Total number of shares	Total Subscription Amount
		(number of share multiplied by 6.5 cents)
Plan A	30,769	$2,000.00
Plan B	76,923	$5,000.00
Plan C	153,846	$10,000
Plan D	230,769	$15,000.00

On the trading day of the Record Date, the closing price of the Shares in the Company traded on the Australian Stock Exchange was 7.9 cents. The market price of Shares in the Company may rise or fall between now and the date the New Shares are issued for acceptances under the Offer. This will not affect the number or price of the Shares issued to you. However, it does mean that the price paid per share by you under the Plan may be more or less than the price of the Shares in the Company traded on the Australian Stock Exchange at the time the Shares under the Plan are issued to you.

Shareholders should also note that the Offer is NOT made under a Prospectus, or other disclosure document, and does not require disclosure under the Corporations Act 2001. Accordingly shareholders must rely on their own knowledge of the Company and the previous disclosures made by the Company to the Australian Stock Exchange.

The Board recommends that you obtain your own independent financial and taxation advice in relation to the Offer and consider the price movements of the Shares in the Company prior to accepting the Offer.

How do you apply for Shares under this Offer?

To subscribe for Shares under this Offer you must: -

• Carefully read the attached terms and conditions of the Plan.

• Complete the attached acceptance form ("Application Form") specifying the dollar value of Shares for which you wish to apply.

• Enclose a cheque made payable to “Immuron Limited SSPP Account” and crossed "not negotiable" for the total subscription price for the Shares specified in the Application Form. Alternatively, you may wish to use the Bpay facilities provided by Computershare Investor Services Pty Limited.

• Return the Application Form together with your cheque to:-

By Mail

Computershare Investor Services Pty Limited GPO Box 505 Melbourne Victoria 3001, Australia

by 5.00pm Melbourne time on 28 May 2010.

If you have any questions in relation to the Plan, please contact your independent stockbroker or financial adviser or call the information line for the Plan established by the Company on 1300 084 124 (within Australia) and +61 3 9415 4346 (outside Australia),.

ABN 80 063 114 045 AUSTRALIA

Level 1, 39 Leveson Street North Melbourne VIC 3051 Tel (61) 3 9018 4880 Fax (61) 3 9018 4881 www.immuron.com

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Key dates

Record Date to determine shareholder entitlement

16 April , 2010, 7.00pm (Melbourne time).

Date offer despatched to shareholder

Week commencing 19 April 2010 .

Closing date.

28 May , 2010, 5.00pm (Melbourne time), although the Company reserves the right to extend this date.

Anticipated allotment date.

4 June , 2010

Despatch date

7 June , 2010.

The date on which transaction confirmations are sent to shareholders.

I look forward to your participation in the offer to shareholders.

Yours faithfully

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Professor Colin Chapman Chairman

ABN 80 063 114 045 AUSTRALIA

Level 1, 39 Leveson Street North Melbourne VIC 3051 Tel (61) 3 9018 4880 Fax (61) 3 9018 4881 www.immuron.com

A company listed on the Australian Stock Exchange

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IMMURON LIMITED

(ACN 063 114 045)

SHAREHOLDER SHARE PURCHASE PLAN (2010) (“PLAN”)

TERMS AND CONDITIONS

1. PARTICIPATION

Participation in the Plan is open to all persons (" Eligible Members ") who, as at the record date of 16 April 2010 (“ Record Date ”), are registered as holders of ordinary shares in Immuron Limited (" Shares "), and who have an address ( as recorded in the Company’s register of members) in Australia or New Zealand.

The offer pursuant to the Plan (" Offer ") opens on 23 April 2010. The closing date for acceptances is 5.00pm, Melbourne time 28 May 2010 (“ Closing Date ”), unless extended by the Directors.

Participation in the Plan is optional and is subject to these terms and conditions.

2. OFFERS

Offers under the Plan are non-renounceable and new Shares will be issued only to the Eligible Members who accept offers made to them.

Each offer is made on the same terms and conditions. All Eligible Members of Immuron Limited receive the same offer, irrespective of the number of Shares which they hold on the Record Date (and irrespective of the number of application forms received by them, which may be more than one because of various separate holdings in the Immuron Limited share register).

The maximum value of Shares for which each Eligible Member may subscribe is $15,000 less the amount previously subscribed for Shares (if any) a particular Eligible Member was issued pursuant to the Company's June 2009 Plan (" Plan Limit "). This limit applies to each shareholder even if that person holds Shares in more than one capacity and receives more than one offer – for example, as a sole holder and as a first (or subsequent) named holder of a joint holding. If a Share is held by a trustee or nominee on account of another person and the trustee or nominee relationship is expressly noted in the share register, the beneficiary for whom the Shares are held is taken to be the registered holder. The Company reserves the right to reject any application form where it believes there has not been compliance with the Plan Limit.

It is proposed that 24,000,000 new Shares will be issued under the Plan although the Directors have the absolute discretion to accept applications for a higher number of Shares. Over subscriptions will be scaled back on a pro rata basis.

3. ISSUE PRICE

The Shares are being offered at a price of 6.5 cents per Share (“ Issue Price ”).

The Issue Price has been calculated on the basis of the volume weighted average market price of all ordinary shares in Immuron Limited traded during the ordinary course of trading on the Australian Stock Exchange Limited (“ASX”) during the 5 trading days on which sales of Immuron shares were recorded, ending on the date immediately preceding the announcement of the offer on 19th April 2010 , less a discount of approximately 20%.

4. COSTS OF PARTICIPATION

No brokerage, commission, stamp duty or other transaction costs will be payable by a shareholder in respect of an issue of shares under the Plan.

ABN 80 063 114 045 AUSTRALIA Level 1, 39 Leveson Street North Melbourne VIC 3051 Tel (61) 3 9018 4880 Fax (61) 3 9018 4881 www.immuron.com

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5. ISSUE OF SHARES

The Company will issue new Shares as soon as reasonably practicable after the Closing Date and will promptly apply for those Shares to be quoted on the Australian Stock Exchange.

Within the period required by the ASX Listing Rules, the Company will send each participant a holding statement in respect of any Shares issued under the Plan.

Shares issued under the Plan will rank equally with all other ordinary Shares in Immuron Limited and will therefore carry the same voting rights, dividend rights and other entitlements as those shares.

6. ACCEPTANCE OF OFFERS

An offer to participate in the Plan may be accepted by an Eligible Member only by completing and returning the enclosed application form, together with the appropriate payment for the maximum possible amount to which the acceptance relates, by no later than the Closing Date, 28 May 2010.

Payment may be made by cheque in Australian dollars drawn on an Australian bank and made payable to “Immuron Limited SSPP Account”, or by using the Bpay facility offered by Computershare Investor Services Pty Ltd.

An offer will be taken to have been accepted by an Eligible Member only if the cheque which accompanies the shareholder's application form is paid in full on first presentation.

The Directors of the Company have an absolute discretion to reject as invalid an application form if they determine that acceptance of the form would or might prejudice the effective operation of the Plan or would or might be contrary to the laws of any country.

Applications for Shares under the Plan are irrevocable. By completing and returning the application form you:

• (a) certify that you have not applied for shares with an aggregate application price in excess of Plan Limit even though you may have received more than one offer under the Plan or received offers in more than one capacity under this Plan and the June 2009 Plan; and

• (b) authorise the Company and its officers to correct any error in, or omission from, your application form and to complete the application form by the insertion of any missing details (without the Company or its officers being obliged to do so).

If one or more acceptance forms are received from an Eligible Member in relation to Shares with a value greater than the Plan Limit, the shareholder (subject to any scaling back for any oversubscriptions) will be issued with the maximum number of Shares permitted pursuant to the Offer and the excess subscription monies will be refunded.

No interest will be paid on any application money returned to you. Shareholders should consult their taxation or investment advisers to clarify the financial and taxation implications for them of subscribing for Shares under the Plan.

7. AMENDMENT OF THE PLAN

The Directors of the Company may, in their discretion, amend the Plan at any time (including, without limitation, by extending the Closing Date). The Company will notify the Australian Stock Exchange of any amendment of the Plan, but failure to do so will not invalidate the amendment. The Company may issue to any person fewer shares than subscribed for under the Plan (or none at all) if the Company believes that the issue of those shares would contravene any law or the ASX Listing Rules or the Corporations Act 2001.

ABN 80 063 114 045 AUSTRALIA

Level 1, 39 Leveson Street North Melbourne VIC 3051 Tel (61) 3 9018 4880 Fax (61) 3 9018 4881 www.immuron.com

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8. ADMINISTRATION AND DISPUTE RESOLUTION

The Company’s principal objective in administering the Plan is to facilitate maximum participation (subject to the maximum equity-raising level indicated previously) consistent with compliance with ASIC Regulatory Guide 125 and ASIC Class Order 09/425 and all applicable laws and efficient administrative practices.

The Company may adopt any administrative procedures it thinks appropriate in relation to the Plan.

The Company may settle, in any manner it thinks fit, any difficulties, anomalies or disputes which may arise under or in connection with the operation of the Plan, whether generally or in relation to any participant or class of participants, offer, acceptance or shares, and the decision of the Company will be conclusive and binding on all participants and other persons to whom the determination relates.

The Company reserves the right (subject to the Corporations Act 2001) to waive compliance with any provision of these terms and conditions.

9. NOTICES

Notices and statements to participating shareholders may be given in any manner determined by the Company.

ABN 80 063 114 045 AUSTRALIA

Level 1, 39 Leveson Street North Melbourne VIC 3051 Tel (61) 3 9018 4880 Fax (61) 3 9018 4881 www.immuron.com