Immuron Ltd — Capital/Financing Update 2013

Dec 3, 2013

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New Issue Announcement, Application for Quotation of Additional Securities and Agreement.

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

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

Name of Entity:

Immuron Limited (ASX: IMC)

ACN:

80 063 114 045

We (the entity) give ASX the following information.

Part 1 - All issues

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

1 +Class of +securities issued or to be issued a) Ordinary Shares (IMC) b) Unlisted Options (New Class)

2 Number of[+] securities issued or to be a) 18,229,167 issued (if known) or maximum number b) 50,000,000 which may be issued

3 Principal terms of the[+] securities (eg, if a) Fully Paid Ordinary Shares (IMC) options, exercise price and expiry date; if partly paid +securities, the amount b) Unlisted Options exercisable at $0.012 per option on or before 4 December 2016 (New Class) outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms. Appendix 3B Page 1

01/08/2012

• 4 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?

a) Yes (IMC) b) Yes, upon exercise (IMC)

If the additional securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 5 Issue price or consideration

a) In lieu of services rendered to the value of $91,875 b) Nil Consideration

• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

• a) As per resolutions 4, 5, 6 and 8 approved by shareholders at the Annual General Meeting of the Company held on 29[th] November 2013.

• b) As per resolutions 5, 6, 7 and 8 approved by shareholders at the Annual General Meeting of the Company held on 29[th] November 2013.

• 6a Is the entity an[+] eligible entity that has obtained security holder approval under rule 7.1A?

Yes

If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

• 6b The date the security holder resolution 29 November 2013 under rule 7.1A was passed

6c Number of +securities issued without Nil security holder approval under rule 7.1 6d Number of[+] securities issued with security Nil holder approval under rule 7.1A 6e Number of[+] securities issued with security a) 18,229,167 – 29 November 2013 holder approval under rule 7.3, or another b) 50,000,000 – 29 November 2013 specific security holder approval (specify date of meeting) 6f Number of securities issued under an Nil exception in rule 7.2

• See chapter 19 for defined terms. Appendix 3B Page 2

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• 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.

• 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

• 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

• 7 Dates of entering +securities into uncertificated holdings or despatch of certificates

• 8 Number and[+] class of all[+] securities quoted on ASX (including the securities in section 2 if applicable)

N/A N/A Refer to the attached Appendix 1 Wednesday, 4[th] December 2013

Number	+Class
1,053,679,310 2,752,230 116,024,381	Fully Paid Ordinary Shares (IMC) Listed Options exercisable at $0.12 on or before 15 Dec 2013 (IMCO) Listed Options exercisable at $0.04 on or before 30 April 2015 (IMCOA)

• See chapter 19 for defined terms. Appendix 3B Page 3

01/08/2012

• 9 Number and[+] class of all[+] securities not quoted on ASX (including the securities in section 2 if applicable)

• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Number	Number	+Class(Options over OrdinaryShares)	+Class(Options over OrdinaryShares)	+Class(Options over OrdinaryShares)
Amount		Exercise Price	Expiration Date	ASX Code
4,000,000		$0.0700	30 June 2014	IMCSO
3,000,000		$0.0400	30 June 2015	IMCSO1
7,000,000		$0.0400	1 Nov 2017	IMCSO2
579,736		$0.0497	30 Nov 2021	IMCRM1
1,186,729		$0.0480	17 Jan 2022	IMCRM2
155,317,501		$0.0100	31 Mar 2016	IMCAI
31,746,031		$0.0075	30 June 2016	IMCAI
50,000,000		$0.012	4 Dec 2016	New Class
252,829,997		Total
Number	+Class(Convertible Note)
Maximum No. of Ordinary Shares	Details			Expiration Date
20,525,873 10,253,700	This is the maximum number of fully paid ordinary shares that can be issued to Paladin Labs Inc. under the terms of the convertible debenture entered into in December 2011. The conversion into fully paid ordinary shares is to be no later than 23 Dec 2014 Maximum number of fully paid ordinary shares that can be issued to Paladin labs Inc. under the terms of the Tranche 2 Convertible Debenture. The conversion into fully paid ordinary shares is to be no later than January 2015.			23 Dec 2014
30,779,573	Total

Unchanged

• See chapter 19 for defined terms. Appendix 3B Page 4

01/08/2012

Part 2 - Bonus issue or pro rata issue

11	Is security holder approval required
12	Is the issue renounceable or	non-
	renounceable?
13	Ratio in which the+securities will be offered
14	+Class of+securities to which the offer relates
15	+Record date to determine entitlements
16	Will holdings on different registers	(or
	subregisters) be aggregated for calculating
	entitlements?
17	Policy for deciding entitlements in relation		to
	fractions
18	Names of countries in which the entity has
	+security holders who will not be sent	new
	issue documents
	Note: Security holders must be told how	their
	entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of acceptances		or
	renunciations
20	Names of any underwriters
21	Amount of any underwriting fee		or
	commission
22	Names of any brokers to the issue
23	Fee or commission payable to the broker		to
	the issue
24	Amount of any handling fee payable		to
	brokers who lodge acceptances		or
	renunciations on behalf of+security holders
25	If the issue is contingent on+security holders’
	approval, the date of the meeting
26	Date entitlement and acceptance form	and
	prospectus or Product Disclosure Statement
	will be sent to persons entitled

• See chapter 19 for defined terms. Appendix 3B Page 5

01/08/2012

27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

• 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do +security holders sell their entitlements in full through a broker?

• 31 How do[+] security holders sell part of their entitlements through a broker and accept for the balance?

• 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

• 33 +Despatch date

Part 3 - Quotation of securities

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

• 34 Type of securities (tick one)

• (a)[Securities described in Part 1 ]

• (b)[All other securities ]

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35[If the ] +securities, and the number and percentage of additional[+][securities are ][+][equity securities, the names of the 20 largest holders of the additional ] +securities held by those holders 36[If the ][+][securities are ][+][equity securities, a distribution schedule of the additional ][+][securities setting ] out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37[A copy of any trust deed for the additional ][+][securities ]

• See chapter 19 for defined terms. Appendix 3B Page 6

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Entities that have ticked box 34(b)

• 38 Number of securities for which[+] quotation is sought

• 39 Class of[+] securities for which quotation is sought

• 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 41 Reason for request for quotation now (if issued upon conversion of another security, clearly identify that other security)

Example: In the case of restricted securities, end of restriction

period

Number +Class

• 42 Number and[+] class of all[+] securities quoted on ASX (including the securities in clause 38)

• See chapter 19 for defined terms. Appendix 3B Page 7

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Quotation Agreement

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

• 2 We warrant the following to ASX.

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

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

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

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

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

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

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

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

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Sign Here: Company Secretary Date: Wednesday, 4[th] December 2013 Print Name: Peter Vaughan

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The CFO Solution

4 December 2013

• See chapter 19 for defined terms. Appendix 3B Page 8

01/08/2012

Appendix 3B – Annexure 1

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

Introduced 01/08/12

Part 1

*All calculations are based on a post consolidation basis.

Rule 7.1 – Issues exceeding 15% of capital

• Step 1: Calculate “A”, the base figure from which the placement capacity is calculated Insert number of fully paid ordinary securities on 414,096,557

• issue 12 months before date of issue or agreement to issue Add the following: • Number of fully paid ordinary securities issued 621,270,086 (LR 7.2) in that 12 month period under an exception in rule 7.2 18,229,167 (LR 7.3)

• • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval

• Number of partly paid ordinary securities that became fully paid in that 12 month period

• Note: • Include only ordinary securities here – other classes of equity securities cannot be added

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• Subtract the number of fully paid ordinary Nil securities cancelled during that 12 month period “A” 1,053,595,810

Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 158,039,372

• See chapter 19 for defined terms. Appendix 3B Page 9

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Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued:

• Under an exception in rule 7.2

• Under rule 7.1A • With security holder approval under rule 7.1 or 83,500 rule 7.4

• Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities

• • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• “C” 83,500

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1	Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	158,039,372
Subtract“C” Note: number must be same as shown in Step 3	83,500
Total[“A” x 0.15] – “C”	157,955,872 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms. Appendix 3B Page 10

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

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

“A” 1,053,595,810 Note: Number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

Step 2: Calculate 10% of “A”	Step 2: Calculate 10% of “A”	Step 2: Calculate 10% of “A”
“D”		0.10 Note: This value cannot be changed
Multiply“A” by 0.10		105,359,581

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

“E” Nil

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10

Note: number must be same as shown in Step 2 105,359,581 Subtract “E”

Note: number must be same as shown in Step 3 Nil

Total [“A” x 0.10] – “E” 105,359,581 Note: This is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms. Appendix 3B Page 11

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ASX ANNOUNCEMENT

Notice Under Section 708A(5) of the Corporations Act [ASX Code: IMC]

Wednesday, 4[th] December 2013

This notice is given under paragraph (5)(e) of section 708A of the Corporations Act.

Type:	Shares	Options
Class/Description:	Ordinary (Fully Paid)	Unlisted
ASX Code:	IMC	‘New Class’
Date of Issue:	Wednesday, 4thDecember 2013	Wednesday, 4thDecember 2013
Number Issued:	18,229,167	50,000,000
Issue Price:	$91,875	Nil

The Company intends to apply to Australian Stock Exchange Limited for quotation of the above shares.

Accordingly the Company gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (the "Corporations Act") that:

1. the abovementioned ordinary shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

2. as at the date of this notice the Company has complied with:

3. (i) the provisions of Chapter 2M Corporations Act as they apply to the Company; and

4. (ii) section 674 Corporations Act; and

5. as at the date of this notice there is no "excluded information" (as defined in subsection 708A(7) of the Corporations Act) which is required to be disclosed by the Company.

For and on behalf of the Company,

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Peter Vaughan Company Secretary

• See chapter 19 for defined terms. Appendix 3B Page 12

01/08/2012