Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Immuron Ltd Capital/Financing Update 2012

Apr 26, 2012

35121_rns_2012-04-26_5ad920ff-d0ce-4841-8383-d6138661dda1.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

==> picture [188 x 41] intentionally omitted <==

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

27 April 2012

The Manager The Company Announcements Office Australian Stock Exchange Limited Sydney NSW

Dear Sir

Immuron 2012 Share Purchase Plan (Plan)

We attach the following documents in respect of the Plan:

  • Letter from Chairman;

  • Offer document; and

  • Specimen Plan application form.

Offer documents will be dispatched to eligible shareholders on Monday 30 April 2012.

We also attach a cleansing notice in respect of the Plan offer under ASIC Class Order CO 09/425

Yours faithfully

==> picture [210 x 96] intentionally omitted <==

Graeme Stevens

Company Secretary.

1

==> picture [188 x 41] intentionally omitted <==

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

26 April 2012

Dear Shareholder Immuron limited- Share Purchase Plan

Following our recent announcement to the ASX in respect of the funds raised from professional and sophisticated investors in tranche 1 of our fund raising program, I am pleased to inform you that the directors have established a Share Purchase Plan (SPP) whereby eligible shareholders of Immuron will have the opportunity to acquire up to $15,000 worth of additional shares at a price of 2 cents per share. This is the same price as that offered to the professional and sophisticated investors in the recent placement.

One important aspect of the SPP is that it will allow smaller shareholders the opportunity to increase their investment in Immuron at an attractive price, being a discount of approximately 20% to the average market closing price over the last 5 days prior to the announcement to the ASX of the offer on 23 April 2012.

The offer opened on 23 April 2012 and will close on 23 May 2012. The record date for determining shareholders eligible to participate in the offer will be those shareholders on the register as at 7pm on 20 April 2012.

A copy of the Offer Document together with the terms and conditions of the offer are attached for your information.

If you have any questions in relation to the Offer or the attached application form please contact the Company secretary, Graeme Stevens, on 03 8637 1107.

Yours sincerely

==> picture [134 x 78] intentionally omitted <==

Colin Chapman Chairman

1

IMMURON LIMITED ACN 063 114 045

SHAREHOLDER SHARE PURCHASE PLAN 2012

OFFER DOCUMENT

This non renounceable offer ( Offer ) of new fully paid ordinary shares in the capital of the Company (“ New Shares ”) is made on the terms and conditions of the Share Purchase Plan 2012 ( Plan ) set out in this Offer Document and the accompanying Application Form. The closing date for this offer is 7pm Melbourne time, on 23 May 2012.

It is important to ensure that you read this Offer Document and accompanying Application Form in full. You should seek independent legal and/or financial advice if you are in any doubt about the terms of this offer or whether to accept this offer.

KEY OFFER DETAILS

Issue Price of shares offered under this
Plan.
2 cents ($0.02) per New share
Minimumapplicationamount. $1,000 (50,000NewShares) pershareholder
Maximum application amount. $15,000
(750,000
New
Shares)
per
shareholder
Applications can be made for parcels
of shares (rounded up to the next whole
number of shares) valued at:*
A $1,000 (50,000 New Shares)
B $2,000 (100,000 New Shares)
C $3,000 (150,000 New Shares)
D $5,000 (250,000 New Shares)
E $8,000 (400,000 New Shares)
F $15,000 (750,000 New Shares)
Maximum amount to be raised.^ Minimum of $1,000,000 but up to $1,250,000
Proposed use of funds. Funds raised from this offer will be used
towards the continued commercialisation of
Travelan,
the
ongoing
development
of
selected pipeline programs, including the
influenza product, and to provide working
capital to meet operating expenses.
Underwriter. The Plan is underwritten by Patersons
Securities Limited to an amount of
$1,000,000 and is subject to shareholder
approval.
Offer Date.+ Monday 23 April 2012, being the date of the
offer document.
Record Date (for determining recipients of
the Offer).+
7pm Melbourne time on Friday 20 April 2012,
being the day before the date on which the
details of the Plan were first announced to
the ASX.
Closing Date.+ Wednesday, 23 May 2012
Anticipated issue of new Shares.+ Monday, 4 June 2012

1

Anticipated dispatch of holding statements
and (if applicable) refunds.+
Tuesday, 5 June 2012
Anticipated commencement of trading of
NewShares.+
Wednesday, 6 June 2012

* Custodians may apply for up to $15,000 (750,000 New Shares) on behalf of each distinct beneficiary represented, using a separate application form for each beneficiary which can be obtained from the Company or its Share Registrar. Further details are provided below.

^ If the total number of New Shares applied for exceeds 62.5 million (62,500,000) the Company’s Board will reduce the number of shares to be issued in response to each application on a pro rata basis. The Company will refund to the applicant the difference between the application monies received by the Company and application monies payable for the number of New Shares actually issued to the applicant. Refunds will be paid to the applicant by cheque. No interest shall be paid on refunded application monies.

  • The above dates are indicative only. The Company reserves the right to change any date without notice, including by postponing the closing date or closing the Offer early, or to withdraw or cancel the Offer.

If you wish to participate in this Plan you must apply for New Shares using the personalised Application Form accompanying this Offer Document, unless you are a custodian and wish to apply on behalf of distinct beneficiaries

If any of your details on the Application Form are incorrect, please contact the Company’s Share Registrar urgently.

Shareholder approval for Plan

Completion of the Offers under the Plan is conditional on shareholder approval pursuant to ASX Listing Rules 7.1 and 10.11. A shareholder meeting ( EGM ) has been called for 31 May 2012 to obtain shareholder approval to the Plan offer. If Shareholders do not approve the Plan as described in the notice of meeting for the EGM, all monies subscribed by Applicants under the Plan will be refunded in full.

Terms and Conditions of Plan Offer

1 PARTICIPATION

Participation in the Plan is open on the same terms to all shareholders (“Eligible Members”) who, as at the record date of 20 April 2012, are registered holders of ordinary shares in Immuron Limited and who have an address (as recorded in the Company’s register of members) in Australia or New Zealand by subscribing for up to A$15,000 of new fully paid ordinary shares ("New Shares") in the Company without incurring brokerage, commission, stamp duty or other transaction cost.

The Plan is established pursuant to Australian Securities and Investments Commission ( ASIC ) Regulatory Guide 125, Class Order 09/425 and the ASX Listing Rules. That Class Order grants the Company relief from the requirement to prepare a prospectus for the offer of New Shares under the Plan.

Participation in the Plan is optional and by accepting the offer to purchase New Shares under the Plan, each holder agrees to be bound by the terms and conditions of the Offer and the Company’s constitution.

2

The Plan is underwritten to $1 million by Patersons Securities Limited (Underwriter). The underwriting agreement contains customary conditions, warranties and undertakings and is subject to various termination events exercisable by the Underwriter. For the avoidance of doubt, if for any reason the underwriting does not proceed, the Company's current intention would be to continue the Plan offer in accordance with its terms, but upon the basis that there would be no minimum amount to be raised and the maximum that would be accepted by the Company would remain at $1,250,000.

The Board of Directors has determined that for a raising of A$1,000,000 the aggregate number of shares that will be issued under the Plan will be 50,000,000, being approximately 14.6 per cent of the 341,718,967 ordinary fully paid shares currently on issue.

The Company reserves the right (in its absolute discretion) to accept acceptances in excess of A$1,000,000 up to a total of A$1,250,000 (but not in excess $15,000 per shareholder). This would represent the issue of a total of 62,500,000 fully paid shares representing approximately 18.3 per cent of the 341,718,967 ordinary fully paid shares currently on issue. The Company also reserves the right (in its absolute discretion) to scale back applications should total demand exceed A$1.25 million. Excess subscription monies will be refunded (without interest) as soon as reasonably practicable.

The Plan is governed by the law in force in Victoria. By accepting the offer under the Plan, a holder submits to the non- exclusive jurisdiction of the courts of Victoria.

All references to amounts in the Plan are to Australian dollars.

2 ISSUE PRICE

The shares are being offered at a price of 2.0 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 traded during the ordinary course of trading on the Australian Stock Exchange (“ASX”) during the 5 trading days immediately preceding the announcement of the offer on 23 April 2012, less a discount of approximately 20%

No brokerage, commissions, stamp duty or other transaction costs will be payable in respect of the application for and issue of the New Shares under the Plan.

As the Company’s share price may increase or decrease between the date the Offer is made under the Plan and the date when the New Shares are allotted and issued to Eligible Members under the Plan, the price paid by a member for the New Shares under the Plan may be higher or lower than the share price at the time of the Offer or at the time the New Shares are issued and allotted to the eligible Member.

3 ELIGIBLE MEMBERS

Participation in the Plan is open for acceptance only by Eligible Members who, as at 7.00 pm (Melbourne time) on 20 April 2012 (“Record Date”), were registered as a holder of fully paid ordinary shares in the Company.

The Board of Directors (Board”) of the Company has determined that it is unlawful or impractical for it to make offers under the Plan to the small number of holders involved who reside or, whose addresses are, outside Australia or New Zealand.

3

4 ELIGIBILITY FOR PARTICIPATION

Offers made under the Plan are non-renounceable. This means that a holder cannot transfer their right to acquire New Shares under the Plan to anyone else. New Shares subscribed for will be issued only to the registered holder to whom they are offered. Each Offer is made on the same terms and conditions. All eligible holders receive the same offer, irrespective of the number of shares which they hold on the Record Date.

The maximum value of New Shares for which each Eligible Member may subscribe under this Offer is A$15,000 (subject to scale back described further below). The following rules apply to participation by Eligible Members:

4.1 Individual members

Unless a holder is a Custodian (defined below), each individual member is entitled to apply for up to a maximum amount of A$15,000 New Shares (irrespective of whether the individual member receives multiple offers under the Plan, for example, due to multiple registered holdings), subject to the individual member certifying that the total of the application moneys subscribed for the following does not exceed A$15,000:

  • (a) the New Shares the subject of the Acceptance form (pursuant to this Plan); and

  • (b) any other fully paid ordinary Immuron shares:

  • (i) issued to that sole holder; and

  • (ii) which that sole holder has instructed a custodian to acquire on their behalf; and

  • (iii) issued to a custodian as a result of an instruction given by that sole holder to the custodian to apply for shares on their behalf,

under the Plan or any similar arrangement in the 12 months before the application (but noting that Immuron has not conducted a share purchase plan or similar Plan in the prior 12 months).

By completing and submitting (or by making payment via BPAY in accordance with) the personalised offer and acceptance form (referred to below) which accompanies the Plan, a sole holder certifies the above statements in clause 4.1.

4.2 Joint Holders

Unless a holder is a Custodian (defined below), if a holder is recorded with one or more other persons as the joint holder of the Company’s shares, the joint holding is considered a single registered holding for the purpose of the Plan. Joint holders are entitled to participate in respect of that single holding and may apply for up to a maximum amount of A$15,000 New Shares (irrespective of whether the holder and the other person or persons receive multiple offers under the Plan, for example, due to multiple identical registered holdings), subject to the joint holder certifying that the total of the application moneys subscribed for the following does not exceed A$15,000:

  • (a) the New Shares the subject of the Acceptance form (pursuant to this Plan) returned; and

  • (b) any other fully paid ordinary shares in the Company:

  • (i) issued to that joint holder; and

  • (ii) which that joint holder has instructed a custodian to acquire on their behalf; and

4

(iii) issued to a custodian as a result of an instruction given by that joint holder to the custodian to apply for shares on their behalf;

under the Plan or any similar arrangement in the 12 months before the application

By completing and submitting (or by making payment via BPAY in accordance with) the personalised offer and acceptance form (referred to below) which accompanies the Plan, a joint holder certifies the above statements in clause 4.2.

4.3 Custodians and Nominees

Eligible Members who hold shares as custodian or nominee (as defined in ASIC class order CO 09/425) ("Custodian") for one or more persons on the Record Date ("Beneficiaries") may apply for up to a maximum amount of $15,000 New Shares in respect of each Beneficiary subject to the Custodian:

  • (a) certifying to the Company that the Custodian is an eligible holder of shares in the Company on behalf of one or more Beneficiaries, a copy of the Offer documentation was given by the Custodian to each Beneficiary and each Beneficiary requiring New Shares has instructed the Custodian to apply for the New Shares on its behalf under the Plan and in addition the Custodian provides the following details:

  • (i) the number of Beneficiaries instructing the Custodian to participate;

  • (ii) the name and address of each participating Beneficiary

  • (iii) in respect of each participating Beneficiary:

    • (A) the number of fully paid ordinary shares in the Company that the Custodian holds on their behalf; and

    • (B) the number or the dollar amount of New Shares they instructed the Custodian to apply for on their behalf; and

    • (C) undertaking not to, in respect of the Plan or other similar plan, accept on behalf of any Beneficiary, in any consecutive 12 month period, shares in the Company with an aggregate application price which exceeds A$15,000.

By completing and submitting (or by making payment via BPAY in accordance with) the personalised offer and acceptance form (referred to below) which accompanies this offer, a Custodian certifies the above statements in clause 4.3.

If a Custodian requires more than one personalised offer and acceptance form to provide the above information, the Custodian should contact the Company or the Company’s share registrar and make that request.

*It is at the discretion of the Custodian whether to extend the Offer to all of their Beneficiaries.

5

5 HOW TO APPLY FOR NEW SHARES

The Offer to participate in the Plan opens on 23 April 2012.

An offer to participate in the Plan may be accepted by a registered Eligible Member ( Acceptance ) by completing and returning the personalised offer and acceptance form ( Acceptance Form ) provided by the Company, together with the appropriate payment for the amount to which the acceptance relates (by cheque in Australian dollars drawn on an Australian bank made payable to “Immuron limited SPP Account”), by no later than the Offer closing date, 23 May 2012 ( Closing Date ). Acceptances received after that time will not be accepted.

Acceptance includes making payment using the BPAY facility offered by Computershare Investor Services Pty Ltd, but only via the customer reference number as described on your personalised Acceptance Form, by no later than the Closing Date (in which case the Acceptance Form need not be returned to the Company).

If Acceptance (via BPAY) or one or more Acceptance Forms are received from an Eligible Member in relation to shares with a value greater than A$15,000, the Eligible Member holder will be issued with the maximum number of New Shares permitted by the Plan. The difference between the subscription moneys received from such member, and the number of New Shares allocated to that member multiplied by the Issue Price, will be refunded to the eligible Member by cheque, without payment of any interest, as soon as reasonably practicable following allotment of all the New Shares.

If an Eligible Member subscribes for an amount which is not exactly divisible by the Issue Price for the shares, in calculating the number of shares to be issued, all fractional entitlements will be rounded down to the next whole share.

Notwithstanding any other provision in these terms and conditions, the Board may, in its sole discretion, reject any Acceptance Form which is received from ineligible members or otherwise which:

  • (a) is incomplete, incorrectly filled out or accompanied by a cheque which is not paid in full on first presentation;

  • (b) the Board believes is completed by a person within, or a person acting for the account or benefit of a person within, another jurisdiction where, in the reasonable opinion of the Board, it would be unlawful or impractical for the Company to issue the New Shares.

If a cheque is not cleared through the banking system, the member’s Acceptance Form will not be accepted and the member will be deemed to agree to be responsible for any dishonour fees or other costs incurred. In relation to the dishonoured cheque, the dishonoured cheque will not be re-presented.

Once submitted, applications for New Shares under the Plan cannot be withdrawn or amended.

Shareholders should consult their taxation or investment advisers to clarify the financial and taxation implications for them in subscribing for shares under the Plan.

6

5 UNDERWRITTEN

The Plan is being underwritten by Patersons Securities Limited pursuant to a written agreement dated 23 April 2012 ( Underwriting Agreement ) for an amount of up to $1 million.

6 SCALE BACK

The Company intends to raise a minimum of A$1 million (in accordance with the Underwriting Agreement) and up to a maximum of A$1.25 million via the Plan and reserves the right (in its absolute discretion) to scale back applications should total demand exceed A$1.25 million. Any scale back of applications will be done on a pro-rata basis for all applications received. Should for any reason the Underwriting Agreement be terminated, the Company will continue to receive subscriptions pursuant to the Plan (accordingly the A$1 million minimum will no longer apply), and all funds subscribed shall be used by the Company for the continued commercialisation of travelan, the ongoing development of selected pipeline products, including the influenza product, and to provide working capital to meet operating expenses.

Excess subscription monies will be refunded (without interest) as soon as reasonably practicable.

The difference between the subscription moneys received from each eligible Member, and the number of New Shares allocated to each Eligible Member multiplied by the Issue Price, will be refunded to member by cheque, without payment of any interest, as soon as reasonably practicable.

7 ISSUE OF NEW SHARES

The New Shares to be issued pursuant to the Offer under the Plan will be issued as soon as reasonably practicable after the Closing Date and the Company will apply for those shares to be quoted on the ASX.

The Company will, within the period required by the ASX Listing Rules, send each participant (whose Acceptance Form has been accepted by the Company) a holding statement in respect of any New Shares issued to the participant under the Plan.

Shares issued under the Plan will rank equally with all existing ordinary shares in the Company and will therefore carry the same voting rights, dividend rights and other entitlements as those ordinary shares from the date of issue.

8 AMENDMENT OF THE PLAN

The Board may, in its absolute discretion, amend, suspend or terminate the Plan at any time (including, without limitation, by extending the Closing Date). The Company will notify ASX of any amendment, suspension or termination of the Plan, but failure to do so will not invalidate the amendment, suspension or termination.

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.

7

9 ADMINISTRATION AND DISPUTE RESOLUTION

The Company’s principal objective in administering the Plan is to facilitate maximum participation consistent with compliance with ASIC Class Order CO 09/425 and all applicable laws and efficient administrative practices.

The Company may adopt any administrative procedures it thinks appropriate (from time to time) 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, the Offer, any Acceptance Form or New 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 and ASIC Class Order 09/425) to waive compliance with any provision of these terms and conditions.

10 NOTICES

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

11 PRIVACY ACT

Chapter 2C of the Corporations Act 2001 (Cth) (the Act ) requires information about shareholders (including name, address and details of the shares held) to be included in the Company’s public register. If a shareholder ceases to be a shareholder, Chapter 2C of the Act requires this information to be retained in the Company’s public register. These statutory obligations are not altered by the Privacy Act 1988 (Cth) as amended. Information is collected to administer shareholders' security holdings.

12 NO FINANCIAL PRODUCT ADVICE

Shareholders should obtain their own advice on whether or not to participate in the Plan. The Company is not licensed to provide financial product advice in relation to the Company’s shares or any other financial products. No cooling off regime applies in respect of the acquisition of Shares under the Plan (whether the regime is provided for by law or otherwise).

8

==> picture [178 x 63] intentionally omitted <==

Please return completed form to: Computershare Investor Services Pty Limited GPO Box 505 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 850 505 (outside Australia) 61 3 9415 4000 www.computershare.com

A For your security keep your SRN/HIN confidential. Entitlement Number: Record Date: 7.00pm (Melbourne time) on 20 April 2012 Offer Closes: 7.00pm (Melbourne time) on 23 May 2012 Price per Security: A$0.02

Share PurchaSe Plan aPPlication Form

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.

Pursuant to the terms and conditions of the 2012 Immuron Limited Share Purchase Plan (SPP) contained in the letter to Immuron Limited shareholders dated 26 April 2012, Immuron Limited is offering each eligible shareholder the opportunity to purchase New Shares up to a maximum value of A$15,000 per eligible shareholder.

If you do not wish to purchase additional shares under this offer there is no need to take action.

By making your payment, you agree to be bound by the Constitution of Immuron Limited and agree that the submission of this payment constitutes an irrevocable offer to you by Immuron Limited to subscribe for Immuron Limited New Shares on the terms of the SPP. In addition, by submitting the slip below you certify that the aggregate of the application price paid by you for:

  • l the New Shares the subject of the slip below; and

  • l any other shares and interests in the class applied for by you under the SPP or any similar arrangement in the 12 months prior to the date of submission of the slip below, does not exceed $15,000.00.

METHOD OF ACCEPTANCE

You can apply for shares and make your payment utilising one of the payment options detailed overleaf.

Immuron Limited may make determinations in any manner it thinks fit, in relation to any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP whether generally or in relation to any participant or application. Any determinations by Immuron Limited will be conclusive and binding on all eligible shareholders and other persons to whom the determination relates. Immuron Limited reserves the right to waive strict compliance with any provision of the terms and conditions of the SPP, to amend or vary those terms and conditions and to suspend or terminate the SPP at any time. Any such amendment, variation, suspension or termination will be binding on all eligible shareholders even where Immuron Limited does not notify you of that event.

==> picture [596 x 248] intentionally omitted <==

----- Start of picture text -----

I M C S P R B
t PLEASE DETACH HERE t
cheque(s) Paperclip Please see overleaf for Payment Options Biller Code:
here.
Do not Ref No:
staple.
I/We wish to purchase:
50,000 100,000 150,000 250,000 400,000 750,000
New Shares or New Shares or New Shares or New Shares or New Shares or New Shares
or A$1,000 or A$2,000 or A$3,000 or A$5,000 or A$8,000 or A$15,000
These share amounts may be subject to scale-back in accordance with the terms of the SPP.
Payment Details – Please note that funds are unable to be directly debited from your bank account
Drawer Cheque number BSB number Account number Cheque amount
A$
Make your cheque or bank draft payable to “Immuron Limited SPP Account”
Contact Details
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
( )
----- End of picture text -----*

How to accept the Share Purchase Plan

Payment Details

You can apply for New Shares by utilising the payment options detailed below. There is no requirement to return the slip below if you are paying by electronic means. 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 of the SPP as enclosed with this Application Form;

Your cheque, bank draft or money order payable to “Immuron Limited SPP Account” in Australian currency and cross it Not Negotiable. Your cheque or bank draft must be drawn on an Australian branch of a financial institution. Please ensure you submit the correct amount. Incorrect payments may result in your application being rejected. Complete cheque details in the boxes provided. Please note that funds are unable to be directly debited from your bank account.

If paying by cheque, return the slip below and Cheque, Bank Draft or money order in the envelope provided.

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 and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the slip below where indicated. Cash will not be accepted. A receipt for payment will not be forwarded.

Contact Details

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.

Lodgement of Application

If you are applying for New Shares and your payment is being made by BPAY[®] , you do not need to return the slip below. Your payment must be received by no later than 7.00pm (Melbourne time) on 23 May 2012. 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. Ensure you have read and accurately followed your banking institution’s BPAY FAQ or other instructions prior to making multiple payments for multiple holdings under this offer. Neither CIS nor Immuron Limited accepts any responsibility for loss incurred through incorrectly completed BPAY payments. 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 7.00pm (Melbourne time) on 23 May 2012. You should allow sufficient time for this to occur. A reply paid envelope is enclosed for shareholders in Australia. New Zealand holders will need to affix the appropriate postage. Return the slip below with cheque, bank draft or money order attached.

Neither CIS nor the Company 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 CIS on 1300 850 505 (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 visit www.computershare.com (/issuer sponsored holders only).

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

® Registered to BPAY Pty Ltd ABN 69 079 137 518

Payment Options:

Biller Code: Ref No:

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

==> picture [24 x 17] intentionally omitted <==

By Mail Immuron Limited Computershare Investor Services Pty Limited GPO Box 505 Melbourne, Victoria 8060 AUSTRALIA

==> picture [188 x 41] intentionally omitted <==

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

27 April 2012

The Manager The Company Announcements Office Australian Stock Exchange Limited Sydney NSW

Dear Sir

Immuron 2012 Share Purchase Plan – Notice under ASIC Class Order CO 09/425

Immuron Limited gives notice that it will make offers to issue shares under a share purchase plan without disclosure to investors under Part 6D.2 of the Corporations Act 2001 (the Act).

This notice is being given under ASIC Class Order CO 09/425, share and interest purchase plans.

At the date of this notice, Immuron Limited has complied with the provisions of Chapter 2M of the Act as they apply to Immuron Limited and section 674 of the Act.

There is no information that is excluded information as at the date of this notice (in accordance with the requirements of subsections 708A (7) and (8) of the Act as if this notice were a notice under paragraph 708A (5) (e) of the Act).

A copy of the offer documents in respect of the share purchase plan will be forwarded to eligible shareholders of Immuron Limited on Monday 30 April 2012.

Yours faithfully

==> picture [210 x 96] intentionally omitted <==

Graeme Stevens

Company Secretary.

1