Immuron Ltd — Capital/Financing Update 2013

Mar 26, 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 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	a) Fully Paid Ordinary Shares b) Unlisted Underwriting Options
	a) 621,270,086 New Shares b) 155,317,521 unlisted Underwriting Options to be issued in accordance with prospectus dated 27 March 2013.
	a) Fully Paid Ordinary Shares (IMC) b) Unlisted Underwriting Options exercisable at $0.01 on or before 31 March 2016

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

01/08/2012

4 Do the[+] securities rank equally in all a) Yes, respects from the date of allotment with an b) Yes, Upon exercise 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 5 Issue price or consideration a) $0.003 per share b) Nil – being part of underwriting arrangements

6 Purpose of the issue Renounceable 3 for 2 Rights Issue as per the (If issued as consideration for the Prospectus announcement to the ASX on 27 March acquisition of assets, clearly identify those 2013 assets) 6a Is the entity an[+] eligible entity that has Yes obtained security holder approval under rule 7.1A? 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 26 November 2012 under rule 7.1A was passed 6c Number of +securities issued without Nil securities issued. Offer to shareholders closes on security holder approval under rule 7.1 29 April 2013. 6d Number of[+] securities issued with security Nil holder approval under rule 7.1A 6e Number of[+] securities issued with security Nil holder approval under rule 7.3, or another 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

01/08/2012

• 6g If securities issued under rule 7.1A, was N/A 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 N/A 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: capacity under rule 7.1 and rule 7.1A – Rule 7.1 51,460,930 ordinary shares. complete Annexure 1 and release to ASX Rule 7.1A 41,382,147 ordinary shares Market Announcements

• 7 Dates of entering +securities into Monday 6 May 2013 uncertificated holdings or despatch of certificates Number +Class

• 8 Number and[+] class of all[+] securities quoted 1,035,450,143 Fully Paid Ordinary Shares (IMC)* on ASX ( including the securities in section 2 if applicable) 2,752,230 Listed Options exercisable at $0.12 on or before 15 Dec 2013

• 116,024,381 Listed Options exercisable at $0.04 on or before 30 April 2015

• This number includes maximum number of securities to be issued under the Prospectus assuming full subscription of the Rights Issue.

• 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)

Number	+Class(Options over Ordinary Shares)	+Class(Options over Ordinary Shares)	+Class(Options over Ordinary Shares)
Amount	Exercise Price	Expiration Date	ASX Code
750,000	$0.0945	31 May 2013	IMCJB2
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
155,317,521	$0.01	31 March 2016
171,833,986	Total

Number	+Class(Convertible Note)	+Class(Convertible Note)	+Class(Convertible Note)
Maximum No. of Ordinary Shares	Details		Expiration Date
20,375,518 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 Tranche 1 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
30,629,218	Total

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

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	No
	Renounceable
	Three (3) New Shares for every two (2) Shares held by Shareholders on the Record Date
	a) Fully Paid Ordinary Shares (IMC) b) Unlisted Underwriting Options exercisable at $0.01 on or before 31 March 2016.
	5:00pm (AEST) on 8 April 2013
	No
	Round Up
	Australia and New Zealand only
	Friday 29 April 2013
	Patersons Securities Limited
	6% commission on underwritten amount
	Lead Broker – Patersons Securities Limited
	Management fee of $60,000
	N/A

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

01/08/2012

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 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	Ordinary shares – No Unlisted Underwriter options – Yes General meeting of shareholders to be held on or around 13 May2013
	12 April 2013
	Letters not forwarded to option holders due to current market price and exercise price of the various options
	2 April 2013
	19 April 2013
	Yes or off market transfers
	Controlled through our Share Registry‐ Computershare Investor Services Pty Ltd
	Through off market transfers
	6 May 2013

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 (a)

(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

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

01/08/2012

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

01/08/2012

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 ]

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

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

Number +Class

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

01/08/2012

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: Thursday 27 March 2013 Print Name: Graeme Stevens

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The CFO Solution
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• See chapter 19 for defined terms.

Appendix 3B Page 9

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14 Mar 2013

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

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

Rule 7.1 – Issues exceeding 15% of capital	Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	341,718,967
Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • 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	Nil 72,102,500 Nil
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	Nil
“A”	413,821,467

Rule 7.1 – Issues exceeding 15% of capital	Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	341,718,967
Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • 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	Nil 72,102,500 Nil
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	Nil
“A”	413,821,467

Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	62,073,220

• See chapter 19 for defined terms.

Appendix 3B Page 11

01/08/2012

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 358,590 fully paid ordinary shares issued in June

• those issued: 2012 and February 2013.

• • Under an exception in rule 7.2 10,253,700 fully paid shares. This is the maximum

• • Under rule 7.1A number of shares that can be issued to

• • With security holder approval under rule 7.1 or Paladin Labs Inc. under the terms of the rule 7.4 Tranche 2 Convertible Debenture entered to

• Note: in February 2013. The shares to be issued from this Convertible Debenture are to be

• • This applies to equity securities, unless specifically excluded – not just ordinary issued no Later than January 2015.

• Under an exception in rule 7.2

• Under rule 7.1A

• With security holder approval under rule 7.1 or 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”

10,612,290

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	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	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	62,073,220
	Subtract“C” Note: number must be same as shown in Step 3	10,612,290
	Total[“A” x 0.15] – “C”		51,460,930 [Note: this is the remaining placement capacity under rule 7.1]

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

01/08/2012

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” 413,821,467 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		41,382,147

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 Nil 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

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	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		41,382,147
	Subtract“E” Note: number must be same as shown in Step 3		Nil
	Total[“A” x 0.10] – “E”		41,382,147 Note: This is the remaining placement capacity under rule 7.1A