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ABN: 80 063 114 045 Level 1, 39 Leveson Street North Melbourne, Vic 3051 Tel: +61 3 8637 1107 Fax: +61 3 9328 1675 www.immuron.com

31 August 2011

The Manager The Company Announcement Officer Australian Securities Exchange Sydney NSW 2000

Dear Sir

Non-renounceable Rights Issue

Attached is the Offer Document for the Rights Issue Offer and Share Top Up Offer together with a pro-forma Entitlement and Acceptance Form.

The Offer Document will be forwarded to all eligible shareholders Monday next week

Yours faithfully

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Graeme Stevens Company Secretary

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Immuron Limited (ACN 063 114 045)

NON RENOUNCEABLE RIGHTS ISSUE OFFER AND SHARE TOP UP OFFER

A non-renounceable rights issue offer of one (1) New Share for every five (5) Shares held by Shareholders registered at 5.00pm on 31 August 2011 at an issue price of 7.0 cents per Share, together with one (1) attaching new Option for every three (3) New Shares issued ( Rights Offer ).

In addition should there be a Shortfall in the Rights Offer, Eligible Shareholders who subscribe for their full entitlement under the Rights Offer are also offered the opportunity to increase their percentage holding in the Company ( Top Up Offer ) by subscribing for further New Shares at the same issue price and an attaching Option (for every three (3) New Shares under the Top Up Offer), as detailed in this Offer Document.

THIS OFFER DOCUMENT IS NOT A PROSPECTUS

This Document does NOT contain all of the information that an investor would find in a prospectus or which may be required to make an informed investment decision regarding, or about the rights attaching to, the New Shares and Options offered by this Document.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Document should be read in its entirety. If you do not understand its content or are in doubt as to the course you should follow, you should consult your professional adviser or stockbroker without delay.

Both Offers close at 5.00pm AEST on 20 September 2011

Please read the instructions in this document and on the accompanying Entitlement and Acceptance Form regarding the acceptance of your Entitlement and Top Up Offer.

CORPORATE DIRECTORY

Directors

Chairman Professor Colin Chapman Non-Executive Directors Professor Roy Robins – Browne Mr Simon Sallka Dr Elane Zelcer Secretary Mr Graeme Stevens Principal registered office in Level 1, 39 Leveson Street Australia North Melbourne VIC 3051 Telephone: (61) 3 8637 1107 Facsimile: (61) 3 9328 1675 www.immuron.com. Country of incorporation Australia Share Registry Computershare Registry Services Pty Limited 452 Johnston Street Abbotsford VIC 3067 Auditor PricewaterhouseCoopers Freshwater Place 2 Southbank Boulevard Southbank VIC 3006 Solicitors Middletons Level 25, South Tower 525 Collins Street Melbourne VIC 3000 Investor Relations Monsoon Communications Pty Ltd Level 37, 530 Collins Street Melbourne 3000 Stock Exchange Listings ASX Code: IMC

	CONTENTS
		Page
	IMPORTANT INFORMATION	4
	SUMMARY OF THE OFFERS	5
	DETAILS OF THE OFFER
1.1	The Rights Offer and Top Up Offer	6
1.2	Purpose of the Offers and Use of Funds	6
1.3	Timetable	6
1.4	Entitlement and Acceptance	7
1.5	Application Money	7
1.6	Rights Trading Not Permitted	8
1.7	Placement of Shortfall	8
1.8	Shortfall and Top Up Offer	8
1.9	Opening and Closing Dates	8
1.10	Issue and Dispatch	9
1.11	ASX Listing	9
1.12	Chess	9
1.13	Overseas Eligible Shareholders	9
1.14	Taxation Implications	9
1.15	Risk Factors	9
1.16	Rounding up	10
1.17	Enquiries Concerning Offer Document	10
2	ACTION REQUIRED BY SHAREHOLDERS	10
3	EFFECT OF THE RIGHTS ISSUE ON THE COMPANY
3.1	Overview	11
3.2	Recent share price movements	12
3.3	Impact on the Company’s Capital Structure	12
4	RISK FACTORS
4.1	Introduction	13
4.2	Economic Risks	13
4.3	Share Market Conditions	13
4.4	Taxation	13
4.5	Specific Investment	14
4.6	Commercialisation	14
4.7	Development and Product Acceptance	14
4.8	Increased Competition	14
4.9	Dependence on Key Personnel	15
4.10	Technology and Intellectual Property	15
4.11	Strategic Partners	15
4.12	Additional Requirements for Capital	15
4.13	Investment Speculative	15
5	ADDITIONAL INFORMATION
5.1	Rights attaching to Options	16
5.2	Privacy act	17
6	DEFINED TERMS	18

IMPORTANT INFORMATION

THIS DOCUMENT IS NOT A PROSPECTUS

This Document is dated 11 August 2011 and has been prepared by Immuron Limited ( Company ). This Document does NOT contain all of the information that an investor would find in a Prospectus or which may be required to make an informed investment decision regarding, or about the rights attaching to, the New Shares and Options. It has not been and will not be lodged with ASIC.

Neither ASIC nor ASX or their respective officers takes any responsibility for the content of this Document or for the merits of the investment in respect of taking up the Rights Offer and/ or Top Up Offer (collectively referred to as the " Offers ").

The securities offered by this Offer Document have not been reviewed by the Israel Securities Authority, will not be the subject of a prospectus published pursuant to the securities laws of the State of Israel and have not been registered with any securities authority.

No person is authorised to give any information or to make any representation in connection with the Offers which is not contained in this Document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offers.

ELIGIBILITY

Applications for New Shares (and attaching Options) by Eligible Shareholders can only be made on the original Entitlement and Acceptance Form, as sent with this Document.

OVERSEAS SHAREHOLDERS

The Offers do not, and are not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Document under the laws applicable in that jurisdiction. It is not practicable for the Company to comply with the securities laws of every overseas jurisdiction, having regard to the number of overseas Shareholders, the number and value of the Shares these Shareholders would be offered, and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Offers are limited to those Shareholders with a registered address which is in Australia, New Zealand or Israel. Shareholders should consult their professional advisors as to whether any government or other consents are required, or other formalities need to be observed, to enable them to take up their Entitlements under the Offers.

PROFESSIONAL ADVICE

The information in this Document is not financial product advice and does not take into account the individual investment objectives, financial situation or particular needs of Shareholders. It is important that you read this Document in its entirety before deciding whether to take up your Entitlement under the Offers. In particular, you should consider the risk factors that could affect the performance of the Company, some of which are outlined in Section 4 of this Document. You should carefully consider these factors in light of your personal circumstances (including financial and taxation issues) and seek professional guidance before deciding whether to take up your Entitlement. If you have any questions you should seek professional advice from your legal, investment or other professional advisor.

FUTURE PERFORMANCE

Except as required by the laws of an applicable jurisdiction and only to the extent so required, neither the Company nor any other person warrants or guarantees the future performance of the Company or any return on any investment made pursuant to these Offers.

SUMMARY OF THE OFFERS

		Where to find
		more
		information
What are the Offers?	There are two offers being made by the Company:	Section 1.1
	(a) Non renounceable rights issue offer of New
	Shares and Options (Rights Offer) and
	(b) Top Up Offer
	in each case to Eligible Shareholders to raise in
	aggregate approximately $4,390,000 before the
	expenses of the Offers.
What are the terms of	Rights Offer- Non renounceable rights issue of	Sections 1.1
the Offers?	New Shares and Options on the following basis:	and 5.1
	 one New Share for every five (5) Shares held
	on the Record Date at an issue price of seven
	(7.0) cents per Share, and
	 one attaching free Option for every three (3)
	New Shares issued.
	 All shares and options issued will be rounded
	up to the nearest whole number.
	Top Up Offer: In addition, Eligible Shareholders	Section 1.8
	who have subscribed for their full entitlement under
	the Rights Offer may in the same Application seek
	to participate in the Top Up Offer on the same
	terms and conditions as the Rights Offer
How do the New Shares	All New Shares issued will rank equally in all
rank in comparison to	respects with existing Shares from the date of their
existing Shares	issue.
Who can invest?	Eligible Shareholders of the Company as at 5.00
	pm on the Record Date of 31 August 2011
Are the Offers	The Offers are not underwritten.
underwritten?
What are my choices?	As an Eligible Shareholder you may:	Sections 1.4
	 take up part or all of your Entitlement under	and 1.8
	the Rights Offer;
	 take up all of your Entitlement under the
	Rights Offer and subscribe for further new
	Shares under the Top Up Offer; or
	 do nothing and allow your Entitlement to lapse
	and become part of the Shortfall.

DETAILS OF THE OFFERS

1.1 The Rights Offer and Top Up Offer

The Company is making a non-renounceable pro rata offer to Eligible Shareholders of New Shares on the basis of one (1) New Share for every five (5) Shares held on the Record Date at an issue price of seven cents (7.0) for each New Share. In addition to each New Share issued, for no additional consideration, one (1) attaching Option will be issued for every three (3) New Shares issued ( Rights Offer ).

In addition should there be a Shortfall in the Rights Offer, Eligible Shareholders who have subscribed for their full entitlement under the Rights Offer are also offered the opportunity to increase their percentage holding in the Company ( Top Up Offer ) by subscribing for further New Shares at the same issue price, together with an attaching Option (for every three (3) New Shares under the Top Up Offer).

Application for quotation will be sought for all the New Shares and the Options to issue pursuant to both Offers.

1.2 Purpose of the Offers and Use of Funds

The net amount to be raised from the Offers will amount to approximately $4,360,000, after allowing $30,000 for the expenses of the Offer.

The Company intends to apply the funds raised from the Offers as follows.

Aggressively expand its Travelan distributorship into global markets thus growing the revenue of Travelan. This expansion includes the opportunity to extend the product range and indications of Travelan beyond its current indication.
Finalise the Investigational New Drug (IND) application for NASH.
Continue the ongoing development of the Company’s influenza program with the finalisation of the current animal trials and commencement of the planning of the first human trial; and
provide working capital for corporate overheads and the ongoing investigations into other high market potential indications and related intellectual property together with maintaining protection over current patent filings.

1.3 Timetable

EVENT

DATE

Announcement of Offers

Announcement of Offers 17 August 2011 Appendix 3B Cleansing notice offer document filed with ASX 17 August 2011 Notice sent to shareholders indicating information required by the Appendix 3B, details of the timetable and a statement that an offer information statement has been lodged with the ASX and is available online 24 August 2011 Ex-Date (date from which securities commence trading without the entitlement to participate in the Offers) 25 August 2011 Record Date (date for determining entitlements of eligible shareholders to participate in the Offers) 31 August 2011

Offer Document (including entitlement and acceptance forms)
dispatched to shareholders and Company announces that
dispatch has been completed.	5 September 2011
Offers open	5 September 2011
Closing Date for acceptances at 5.00pm (AEST)	20 September 2011
Deferred settlement period commences	21 September 2011
Company to advise ASX of under subscriptions ( if any)	23 September 2011
Allotment of New Shares and the attaching Options and Dispatch
holding statements	28 September 2011
New Shares and Options expected to commence trading on ASX	29 September 2011

The above dates and times are indicative only. All times and dates are a reference to AEST time. The Company reserves the right to vary any of the above dates and times, including closing the Offers early or extending it subject to the Corporations Act, ASX Listing Rules and other applicable laws.

1.4 Entitlements and Acceptance

The Entitlement of Eligible Shareholders to participate in the Offers will be determined on the Record Date. Your Entitlement is shown on the Entitlement and Acceptance form accompanying this Document. You may accept the Rights Offer for a lesser number of New Shares should you wish to take up only part of your Entitlement. You may only accept the Top Up Offer if you have (in the same Application) subscribed for your full Entitlement

Lodgement of a completed Entitlement and Acceptance Form creates a legally binding contract between the Applicant and the Company for the number of New Shares applied for and is not revocable by the Shareholder. The Entitlement and Acceptance Form does not need to be signed to be a binding acceptance of New Shares. If the Entitlement and Acceptance Form is not completed correctly it may still be treated by the Board as valid.

The Directors’ decision as to whether to treat the acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.

By applying for New Shares under the Rights Issue or the Top Up Offer, a Shareholder is taken to:

agree to be bound by the terms and conditions set out in this Document and the Entitlement and Acceptance Form;
authorise the Company to place that Shareholder’s name on the Company's Share register in respect of the New Shares taken up under the Offers; and
agree to be bound by the Company's Constitution.

1.5 Application Money

Until the time of allotment of New Shares, the Company will hold all application monies in relation to those New Shares to issue pursuant to the Offers in a purpose specific bank account. Interest earned on any application monies (whether or not allotment takes place) will remain the property of the Company.

1.6 Rights Trading Not Permitted

The rights to subscribe for New Shares under the Offers are non-renounceable. Accordingly, there will be no trading of rights on the ASX and you may not dispose of your rights to subscribe for New Shares under the Offers to any other party. If you do not take up your Entitlement to New Shares under the Offers by the Closing Date, the Offers to you will lapse.

1.7 Placement of Shortfall

If there remains any Shortfall after both the Rights Offer and the Top Up Offer, the Directors reserve the right to issue this remaining Shortfall at their discretion up to 3 months after the close of the Rights Offer. In such circumstances, any issue by the Directors will be at the same issue price and terms (including the Option for every three (3) New Shares allotted) as offered under the Rights Offer.

1.8 Shortfall and Top Up Offer

If you do not wish to take up any part of your Entitlement you are not required to take any action.

The conditions applying to the Top Up Offer are:

a) Eligible Shareholders may only accept the Top Up Offer if that Shareholder has (in the same Application) subscribed for their full Entitlement;
b) If Applications for Shortfall Shares exceed the actual number of Shortfall Shares which become available, applications will be scaled back proportionally by the Board, being calculated as the total of the actual Shortfall Shares as against the total of the Shortfall Share applications received. This will result in Eligible Shareholders being allotted a lesser number of New Shares and Options being issued than applied for;
c) Eligible Shareholders shall be bound to accept a lesser number of New Shares and Options if required by the Board;
d) Shareholders must accept a refund of money in respect of any New Shares and Options applied for but not allotted; and
e) No interest will be paid on any money refunded to Shareholders should the above circumstances occur.

The issue price of Shares offered pursuant to the Top Up Offer is the same as the Rights Offer - seven(7.0) cents per share, together with one (1) attaching Option for every three (3) Shortfall Shares issued.

There is no minimum number of New Shares that must be subscribed for under the Offers before any New Shares and Options will be issued pursuant to the Offers.

1.9 Opening and Closing Dates

The Offers opens on 5 September 2011.

The Company will accept Entitlement and Acceptance Forms until 5:00 pm (AEST) on 20 September 2011, or such other date as the Directors in their absolute discretion shall determine, subject to the Listing Rules.

1.10 Issue and Dispatch

The expected dates for the allotment of New Shares and Options offered by this Document and despatch of holding statements is as specified in the Timetable set out in Section 1.3. It is the responsibility of Applicants to determine their allocation prior to trading in the New Shares and Options. Applicants who sell New Shares before they receive their holding statements will do so at their own risk.

1.11 ASX Listing

Application for official quotation by ASX of the New Shares and Options offered pursuant to this Document will be made within 7 days after the date of this Offer Document. If approval is not obtained from ASX before the expiration of 3 months after the date of this Offer Document (or such period as varied by the ASIC) the Company will not issue any New Shares or Options and will repay all application monies for the New Shares within the time prescribed under the Corporations Act, without interest. The fact that ASX may grant official quotation to the New Shares and Options is not to be taken in any way as an indication of the merits of the Company or the New Shares and Options now offered for subscription.

1.12 CHESS

The Company will apply to the ASX to participate in the Clearing House Electronic Sub register System (CHESS), for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of Shares can be transferred without having to rely upon paper documentation. Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with statements (similar to a bank account statement) that set out the number of New Shares and Options allotted to them under these Offers.

The statements will also advise holders of their Holder Identification Number (HIN) and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship. Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

1.13 Overseas Eligible Shareholders

The Offers are made only to Shareholders with a registered address in Australia, New Zealand or Israel. This Document and accompanying Entitlement and Acceptance Form do not, nor are they intended to, constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

1.14 Taxation Implications

The Directors do not consider it appropriate to give Shareholders advice regarding the taxation consequences of subscribing for New Shares and Options under this Document. The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders. Shareholders should consult their professional tax adviser in connection with subscribing for New Shares and Options under this Offer Document.

1.15 Risk Factors

An investment in New Shares and Options should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, there are specific risks associated with an investment in the Company which are described in Section 4 of this Offer Document.

1.16 Rounding up

In determining the number of shares or options an Eligible Shareholder may be entitled to under the Rights Offer or the TopUp Offer, fractional entitlements will be rounded up to the nearest whole number.

1.17 Enquiries Concerning Offer Document

Enquiries concerning the Entitlement and Acceptance Form and the Offers can be directed to the Immuron Limited Shareholder Information Line by telephone on 1300 556 161 (for calls from within Australia) or +61 3 9415 4000 (for calls from outside Australia) at any time from 8.30am to 5.00pm (AEST), Monday to Friday. .

Enquiries relating to this Offer Document should be directed to the Company Secretary by telephone on (03) 8637 1107.

2. ACTION REQUIRED BY SHAREHOLDERS

Your acceptance of the Offers must be made on the Entitlement and Acceptance Form accompanying this Offer Document. You may participate in the Offers as follows:

a) if you wish to accept your Entitlement in full:
(i) complete the Entitlement and Acceptance Form sections relating to the Rights Issue (corresponding to an acceptance of the full Entitlement), filling in the details in the spaces provided; and
(ii) attach your cheque for the amount indicated on the Entitlement and Acceptance Form; or
b) if you only wish to accept part of your Entitlement:
(i) fill in the number of Shares you wish to accept in the space provided on the Entitlement and Acceptance Form; and
(ii) attach your cheque for the appropriate application monies (at seven (7.0) cents per New Share); or
c) If you wish to participate in the Top Up Offer,
(i) complete the Entitlement and Acceptance Form sections relating to the Rights Issue (corresponding to an acceptance of the full Entitlement), filling in the details in the spaces provided,
(ii) insert the number of Shares you wish to accept under the Top Up Offer in the designated section of the Entitlement and Acceptance Form ( box C on form) ; and
(iii) attach your cheque for the total of your Entitlement and the number of Top Up Offer New Shares (at seven (7.0) cents per New Share) you have selected.
d) if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything.

The Rights Offer is non-renounceable. Accordingly, a holder of Shares may not sell or transfer all or part of their Entitlement.

Payment Methods

(a) Entitlement and Acceptance Form and accompanying Cheque or Bank Draft

Eligible Shareholders wishing to pay by cheque or bank draft must follow the instructions on the Entitlement and Acceptance Form, and then complete the Entitlement and Acceptance Form. All cheques must be drawn on an Australian bank or bank draft made payable in Australian currency to “ Immuron Limited – Share Account ” and crossed “Not Negotiable”. All completed Entitlement and Acceptance Forms and cheques or bank drafts must be returned to:

Immuron Limited, C/- Computershare Investor Services Pty Limited, GPO Box 505, Melbourne VIC 3001, Australia

so that they are received by the Share Registry no later than 5.00pm (AEST) on the Closing Date, 20 September 2011.

(b) Payment by BPAY[®] (BPAY Pty Ltd ABN 69 079 137 518)

Eligible Shareholders wishing to pay by BPAY are able to do so using the specific biller code and customer reference numbers detailed on their Entitlement and Acceptance Form.

If you choose to pay via BPAY you are not required to submit your Application Form .

Your payment will not be accepted after 5:00pm (AEST) on the Closing Date and no New Shares or Options will be issued to you in respect of that application. If you have multiple holdings you will have multiple BPAY reference numbers. To ensure you receive your New Shares and Options in respect of that holding, you must use the specific biller code and the customer reference number shown on each personalised Entitlement and Acceptance Form when paying for any New Shares and Options that you wish to apply for in respect of that holding. If you inadvertently use the same Customer Reference Number for more than one of your applications, you will be deemed to have applied only for the application to which that Customer Reference Number applies and any excess amount will be refunded.

Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. You may also have your own limit on the amount that can be paid via BPAY. It is your responsibility to check that the amount you wish to pay via BPAY does not exceed your limit.

3. EFFECT OF THE RIGHTS ISSUE ON THE COMPANY

3.1 Overview

The Directors are proceeding with the Offers for the purpose referred to in section 1.2. If the Rights Issue is fully subscribed:

The New Shares issued pursuant to the Rights Issue will be equivalent to approximately 19.25% of the total number of current Shares on issue, and
the total number of Shares on issue after completion of the Rights Issue will be 388,401,662 (assuming that no options are exercised before completion of the Rights Issue and all Entitlements under the Rights Offer are taken up),

The Rights Issue will provide the Company with net proceeds of approximately $4,360,000 after issue expenses of $ 30,000 if all Entitlements under the Rights Offer are taken up.

Section 3.3 below summarises the impact of the Rights Issue on the capital structure of the Company.

3.2 Recent Share price movements

Shareholders should note that the trading price of Immuron Shares on the ASX may differ from the issue price under the Rights Offer and also the Share Top Offer. Shareholders should consult the trading prices as available on the ASX before making any decision regarding whether to invest.

In terms of recent share price movements –

Date	Closing Share Price for
	Immuron Shares
31 December 2010	$0.06
30 June 2011	$0.065
As at the date of this Offer document, 11 August 2011	$0.068
(immediately prior to Rights Issue announcement)

The volume weighted average price for Immuron Shares in the 14 days leading up to the announcement of the Offers was $0.0684.

3.3 Impact on the Company’s Capital Structure

The following table sets out the existing structure as at the Record Date and the anticipated capital structure on completion of the Rights Issue. This structure assumes that none of the existing options will be exercised before the Record Date and the Rights Issue is fully subscribed ( Full Subscription ).

Existing Shares as at Record Date New Shares issued assuming Full Subscription Total Shares and Options on issue assuming Full Subscription	Number of Shares 325,714,800 62,686,862 388,401,662	Number of Options 4,565,928 20,895,621
		25,461,549

As at the Record Date, the Company will have on issue 325,714,800 Shares, assuming that no options are exercised in the interim.

Details of the current share options are as follows:

Option Class IMCJB1 IMCJB2 IMCAM IMCAJ	Number Expiry Date 500,000 31 January 2012 750,000 31 May 2013 2,657,143 31 May 2012 658,785 30 June 2012	Exercise Price $0.085 $0.0945 $0.10 $0.10

4,565,928

4. RISK FACTORS

4.1 Introduction

An investment in the Company is not risk free and prospective investors should consider the risk factors described below, together with information contained elsewhere in this Offer Document, before deciding whether to apply for New Shares.

Each of the risks as set out in this section could, if they eventuate, have a material adverse impact on the Company’s operating performance, and the market price of the New Shares and Options.

Before deciding to invest in the Company, potential investors should:

Read the entire Offer Document;
Consider the risk factors that could affect the financial performance of Immuron;
Review these factors in light of their personal circumstances; and
Seek professional advice from their accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

4.2 Economic Risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s development and production activities, as well as on its ability to fund those activities. Further, share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

general economic outlook;
interest rates and inflation rates;
currency fluctuations;
changes in investor sentiment toward particular market sectors;
the demand for, and supply of, capital; and
terrorism or other hostilities.

4.3 Share Market Conditions

As the New Shares and Options will be quoted on the ASX their respective prices may rise or fall and they may trade at prices below or above the subscription price under the Offers. There can also be no assurance that an active market is available for the New Shares or the Options. Factors affecting the price at which the New Shares and or Options are traded on the ASX include domestic and international economic conditions. In addition, the prices of many listed entities’ securities are affected by factors that might be unrelated to the operating performance of the relevant company. Such fluctuations might adversely affect the price of the New Shares and or Options.

4.4 Taxation

A change to current taxation legislation and regulations in Australia or overseas may affect the Company and as a consequence, its Shareholders. The personal tax liabilities are the responsibility of each individual investor and the Company is not responsible either for taxation or penalties incurred by investors.

4.5 Specific Investment

The details contained in this Offer Document are based on estimates and assumptions about certain events and circumstances which have not yet taken place, and are subject to variation and possible non-fulfilment. If the Offers are not fully subscribed, and in the absence of other sources of funding on a timely basis, then the development could be delayed.

4.6. Commercialisation

The Company is currently seeking to expand its existing markets for Travelan and also to engage with commercial partners for some of its other products currently under development. If the Company does not successfully negotiate and conclude a suitable commercialisation transaction within the anticipated timeframes using funds raised from the Offers, this may necessitate the raising of further capital. If additional capital needs to be raised the Company may not be able to raise money when it is required, the terms may not be favourable and may dilute the ownership of holders of its securities. Additionally, a commercialisation transaction may not realise value in the manner and the expected timeframe.

4.7 Development and Product Acceptance

The Company’s NASH product is a new product and is currently not registered for commercial use. Upon obtaining FDA approval to conduct the proposed phase 2/b clinical trial, and the successful completion of that trial, in order to be successful, the NASH product must be registered, meet the requirements of the markets for which it is intended, and possibly operate against other competing products.

In respect of other products currently being developed by the Company, due to the uncertainty inherent in the individual product development cycle, any significant delays could cause the Company’s operating results to fluctuate significantly. Accordingly, the development cycles associated with the new products and their optimisation to achieve market penetration are expected to be lengthy and subject to a number of significant risks, including Australian Therapeutic Goods Administration (TGA) and the United States Food and Drug Administration (FDA) approval, customers’ preferences, the Company’s potential strategic research partners’ choices as to which types of projects to fund, the Company’s competitors’ developments and significant regulatory approvals, each of which is beyond the Company’s control.

The Company currently is reliant upon the services provided by third parties and particular consultants which in itself involve several risks if those services were not available as and when required by the Company.

Also the Company may not be successful in developing their products due to the Company’s customers or strategic partners choosing to expend their resources on competing products to such a degree that it does not make economic sense for the Company to continue its research and development of certain products.

4.8 Increased Competition

Competition may arise from a number of sources and may include companies with greater capital resources and breadth of expertise. Whilst the Company’s Directors believe that the Company’s stage of product development, intellectual property position, depth of services and industry knowledge effectively reduces the impact of future competition, no assurances can be given that such competition will not adversely affect the performance of the Company.

4.9 Dependence on Key Personnel

The success of the Company will depend on the continuing commitment of its key employees and consultants. The Company has set in place employment contracts with key employees and consultants which include provision for equity incentives to assist in retaining the key employees and consultants.

4.10 Technology and Intellectual Property

Biopharmaceutical industries are characterised by rapid and continuous technological innovation. The Company’s platform technology and expertise may be rendered obsolete or uneconomical by technological advances or entirely different approaches developed by the Company or one or more of its competitors. Any new approaches or technologies developed by the Company’s competitors may be more effective than those developed by the Company, which could mean that the Company may not be able to compete successfully with existing or potential competitors.

The Company’s ability to leverage its innovation and expertise depends upon its ability to protect its intellectual property and any improvements thereto. The intellectual property rights on which the Company relies to protect the technology underlying the products and know how may not be adequate, which could enable third parties to use the Company’s technology or very similar technology and thereby reduce the Company’s ability to compete in the market.

Whilst the Directors believe that the Company’s intellectual property position is robust, it is possible that various licensing deals may be required in respect of some products to ensure the Company has full freedom to operate in the market place.

The Company’s Directors are not presently aware of any fact, matter or circumstance by which any party may claim or be entitled to object to or challenge any of the Company’s patents or intellectual property. These circumstances, however, do not reduce the importance of the foregoing considerations for investors.

4.11 Strategic Partners

The Company’s success will in part depend on its relationship with Hadasit and future strategic partners and the extent to which development and marketing of the Company’s products is pursued. Future Company revenues will therefore be highly dependent on the research and development decisions of the Company’s current and potential strategic partners.

4.12 Additional Requirements for Capital

The Company’s capital requirements depend on numerous factors. Depending on the Company’s ability to generate income from its operations, the Company will require further financing in addition to amounts raised under this capital raising. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and or scale back its research programs.

4.13 Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the securities offered under this Offer Document. Therefore, the securities to be issued pursuant to this Offer Document carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those securities.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for securities pursuant to this Offer Document.

5. ADDITIONAL INFORMATION

5.1 Rights attaching to Options

The terms and conditions of the Options are as follows:

a) the Options will be exercisable at any time prior to 5.00pm AEST time on 15 December 2013 ( Expiry Date ).Options not exercised on or before the Expiry Date will automatically lapse
b) the exercise price of each Option will be twelve cents ($0.12).
c) the Options may be exercised wholly or in part by completing an Options Exercise Form for Shares ( Notice of Exercise ) delivered to the Company’s Share Registry and received by it any time prior to its respective expiry date of the Options;
d) upon exercise of an Option and receipt of all relevant documents and payment, the holder will be allotted and issued a Share ranking pari passu with the then issued Shares. The Company will apply to ASX to have Shares granted official quotation;
e) a summary of the terms and conditions of the Options, including the Notice of Exercise, will be sent to all holders of Options when the holding statement for those Options is sent;
f) the Company will apply to the ASX for the Options to be listed for official quotation. The Options are transferrable at any time prior to the Expiry Date;
g) any Notice of Exercise received by the Company’s Share Registry on or prior to the Expiry Date will be deemed to be a Notice of Exercise as at the last Business Day of the month in which such notice is received;
h) there will be no participating entitlements inherent in the Options to participate in new issues of capital which may be offered to Shareholders during the currency of the Options. Prior to any new pro rata issue of securities to Shareholders, holders of Options will be notified by the Company and will be afforded seven (7) Business Days before the record date of the pro rata issue (to determine entitlements to the issue), to exercise Options;
i) in the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to holders of Shares after the date of issue of the Options, the exercise price of the Options will be adjusted in accordance with the formula set out in Listing Rule 6.22.2;
j) if before the expiry of any Options, the Company makes an issue of Shares to the holders of Shares by way of capitalisation of profit or reserves ( bonus issue ) other than in lieu of a dividend payment, then upon exercise of an Option the holder will be entitled to have issued them (in addition to Shares to which they are otherwise entitled to have issued to them upon the exercise of those Options) additional Shares in the Company. The number of additional Shares is the number that would have been issued to the 'Option holder' under the bonus issue ( bonus shares ) calculated with respect to the number of Shares that would have been issued if that Option holder had exercised its Options immediately prior to the date on which Shareholder entitlement to bonus shares was calculated. The bonus shares will be paid up by the Company out of the profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and will rank pari-passu in all respects with other Shares allotted upon exercise of an Option;

k) in the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date or Option Expiry Date (respectively), all rights of an Option holder are to be changed in a manner consistent with the Listing Rules; and
l) Shares issued pursuant to the exercise of an Option will be issued not more than 14 days after the date of the Notice of Exercise.
m) For as long as the Company is admitted to the official list of the ASX, all Options and Shares issued upon the exercise of any Options are subject to the provisions of the Listing Rules. In the event of a conflict between these option terms and the Listing Rules, the provisions of the Listing Rules prevail to the extent of the inconsistency.

5.2 Privacy act

If you complete an application in respect of the Offers, you will be providing personal information to the Company (directly or to the Company’s share registry). The Company collects, holds and uses that information to assess your application, service your needs as a Shareholder, and facilitate distribution payments and corporate communications to you as a Shareholder.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company’s share registry. You can access, correct and update the personal information that we hold about you. Please contact the Company or its share registry if you wish to do so at the relevant contact numbers set out in this Offer Document.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASTC Settlement Rules. You should note that if you do not provide the information required on the application for New Shares, the Company may not be able to accept your Application.

6. DEFINED TERMS

AEST means Australian Eastern Standard Time

Applicant refers to a person who submits an Entitlement and Acceptance Form.

Application refers to the submission of an Entitlement and Acceptance Form.

ASX means ASX Limited (ACN 008 624 691) or, where the context permits, the Australian Securities Exchange operated by ASX Limited.

ASIC means the Australian Securities and Investments Commission.

Closing Date means 5.00pm (AEST) on 20 September 2011.

Company means Immuron Limited ACN 063 114 045.

Directors mean the Directors of the Company.

Eligible Shareholder means a person registered as the holder of one or more Shares on the Company's register of Shareholders as at the Record Date.

Entitlement means the entitlement to subscribe for one (1) New Share for every five (5) Shares held by an Eligible Shareholder on the Record Date, plus an entitlement to one (1) Option for no consideration for every three (3) New Shares issued pursuant to the Rights Offer.

Entitlement and Acceptance Form means the Entitlement and Acceptance Form accompanying this Offer Document.

Listing Rules means the Listing Rules of the ASX.

New Share means a new Share proposed to be issued pursuant to the Offers.

Offers mean collectively the Rights Offer and the Top Up Offer.

Option means any option to purchase a Share issued pursuant to this Offer Document

Record Date means 31 August 2011

Rights Issue means the issue and allotment of New Shares and Options pursuant to the Rights Offer.

Rights Offer means the non-renounceable pro rata offer of New Shares at an issue price of seven ($0.07) cents each on the basis of an Eligible Shareholder subscribing for one (1) New Share for every five (5) Shares held on the Record Date, together with an entitlement to one (1) Option for no consideration for every three (3) New Shares issued pursuant to this Offer Document.

Share means a fully paid ordinary share in the capital of the Company.

Share Registry means Computershare Registry Services Pty Limited ABN 48 078 279 277.

Shortfall or Shortfall Shares means the New Shares and attaching Options not taken up by Eligible Shareholders under the Rights Offer.

Shareholder means a holder of Shares.

Top Up Offer means the offer to Eligible Shareholders to subscribe for Shortfall Shares as set out in Section 1.8 of the offer document.

Immuron Limited ABN 80 063 114 045

Please return completed form to: Computershare Investor Services Pty Limited GPO Box 505 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 556 161 (outside Australia) 61 3 9415 4000 www.computershare.com

000001 000 1301011221012102012221332120133322113 SAM MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Shareholder Reference Number (SRN)

I1234567890

I 1234567890 I N D

Use a black pen. Print in CAPITAL letters A B C 1 2 3 inside the grey areas.

 For your security keep your SRN/HIN confidential.

Entitlement and Acceptance Form (including Shortfall Shares)

This personalised form can only be used in relation to the shareholding represented by the SRN or HIN printed above. This is an important document and requires your immediate attention. If you are in doubt about how to deal with this document, please consult your financial or other professional adviser.

Non-Renounceable Rights Issue Offer and Share Top Up Offer closing 5.00pm (AEST) on 20 September 2011

Non-Renounceable Rights Issue Offer and Share Top Up Offer of 1 New Share for every 5 Shares registered and entitled to participate at the record date at an issue price of A$0.07 per New Share.

Shareholders will also receive one (1) free attaching Option for every three (3) New Shares issued, having an exercise price of 12 cents (A$0.12) and an expiry date of 5.00pm (AEST) on 15 December 2013.

Receipt of the slip below by 5.00pm (AEST) on 20 September 2011 with your payment, utilising the payment options detailed overleaf will constitute acceptance in accordance with the terms and conditions of the Offer Document dated 11 August 2011.

I/We enclose my/our payment for the amount shown below being payment of A$0.07 per New Share. I/We hereby authorise you to register me/us as the holder(s) of the New Shares and Options allotted to me/us, and I/we agree to be bound by the Constitution of the Company.

A	Subregister Existing Shares entitled to participate at Record Date on 31 August 2011 Entitlement to New Shares on a 1 for 5 basis Amount payable on full acceptance at A$0.07 per New Share Number of Options to be received upon full acceptance of entitlement Entitlement Number Shareholder Entitlement details 123456789012 X,XXX,XXX.XX X,XXX,XXX.XX XXX,XXX,XXX XXX,XXX,XXX Issuer

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See back of form for completion guidelines
I M C 2 N R B
▼ PLEASE DETACH HERE ▼
Paperclip Please see overleaf for Payment Options
cheque(s) Biller Code: 123456
Do not here. Immuron Limited Ent: X,XXX Pay: X,XXX Ref No: 1234 5678 9012 3456 78
staple. ABN 80 063 114 045 Number of Shortfall Shares
B Number of New Shares applied for C applied for D Amount enclosed at A$0.07 per New Share
.
A$
Payment Details – Please note that funds are unable to be directly debited from your bank account
E
Drawer Cheque number BSB number Account number Cheque amount
A$
Make your cheque or bank draft payable to “Immuron Limited – Share Account” and crossed “Not Negotiable”.
Contact Details
F
Please provide your contact details in case we need to speak to you about this slip
Name of contact person Contact person’s daytime telephone number
( )
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How to complete the Entitlement and Acceptance Form (including Shortfall Shares)

Please note that photocopies of this form will not be accepted. These instructions are cross-referenced to each section of the Entitlement and Acceptance Form.

A Details of your Entitlement based on your shareholding at 7.00pm (AEST) on E Payment Details 31 August 2011 are shown in box A on the front of the Entitlement and You can apply for New Shares by utilising the payment options detailed below. Please Acceptance Form. note that funds are unable to be directly debited from your bank account. B New Shares Applied for By making your payment using either electronic means or by cheque, bank draft or money order, you confirm that you agree to all of the terms and conditions as detailed You can apply to accept either all or part of your Entitlement. Enter in box B the number in the Offer Document dated 11 August 2011. of New Shares you wish to accept from your Entitlement. Your cheque, money order or bank draft must be made in Australian currency and Please ensure you complete Section B on the bottom of the form. drawn on an Australian branch of a financial institution. Such payment must be made payable to “Immuron Limited – Share Account” and crossed “Not Negotiable”. C Shortfall Shares Applied for Payments not properly drawn may be rejected. Enter the number of Shortfall New Shares you wish to apply for (if any). Cheques will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques returned unpaid may not be re-presented No Eligible Shareholder is assured of receiving any Shortfall Shares applied for and may result in your Entitlement and Acceptance form being rejected. Paperclip (do in excess of their Entitlement and any amount by which applications from Eligible not staple) your cheque(s) to the form where indicated. Cash will not be accepted. Shareholders exceed their Entitlements may be scaled back at Immuron Limited’s Receipt of payment will not be forwarded. discretion, in such manner as Immuron Limited considers is reasonable in the circumstances. F Contact Details Please ensure you complete Section C on the bottom of the form. Enter the name of a contact person and telephone number. These details will only be used in the event that the registry has a query regarding the slip below. D Acceptance Monies Enter the total amount of acceptance monies payable. To calculate this amount, multiply the total number of New Shares applied for in box B, and if applicable, box C, by A$0.07.

Please ensure you complete Section D on the bottom of the form.

The directors reserve the right to make amendments to this form where appropriate.

Lodgement of Acceptance

If you are applying for New Shares and your payment is being made using BPAY[®] , you do not need to return the slip below. Your payment must be received by no later than 5.00pm (AEST) on 20 September 2011. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. It is the responsibility of the applicant to ensure that funds submitted through BPAY are received by this time.

If you are paying by cheque, bank draft or money order, the slip below must be received by Computershare Investor Services Pty Limited (CIS) Melbourne by no later than 5.00pm (AEST) on 20 September 2011. You should allow sufficient time for this to occur. A reply paid envelope is enclosed for Eligible Shareholders in Australia. Overseas holders will need to affix the appropriate postage. Return the slip below with cheque attached.

Neither CIS nor Immuron Limited accepts any responsibility if you lodge the slip below at any other address or by any other means.

Privacy Statement

Personal information is collected on this form by CIS, as registrar for securities issuers (“the issuer”), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS. You can contact CIS using the details provided on the front of this form or e-mail [email protected]

If you have any enquiries concerning this form or your Entitlement, please contact the Immuron Limited Shareholder Information Line on 1300 556 161 (within Australia) or +61 3 9415 4000 (outside Australia).

This form may not be used to notify your change of address. For information, please contact CIS on 1300 850 505 or www.investorcentre.com (Issuer Sponsored Holders only).

CHESS holders must contact their Controlling Participant to notify a change of address.

Payment Options: Biller Code: 123456 Ref No: 1234 5678 9012 3456 78

Telephone & Internet Banking – BPAY

Call your bank, credit union or building society to make this payment from your cheque or savings account. More info: www.bpay.com.au

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

I1234567890 Entitlement Number:

SAMPLE CUSTOMER SAMPLE STREET SAMPLE STREET SAMPLE STREET SAMPLE STREET SAMPLETOWN TAS 7000