Immuron Ltd — Capital/Financing Update 2014

Feb 2, 2014

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, 04/03/13

Name of Entity

Immuron Limited (ASX: IMC)

ABN

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 Ordinary Shares (IMC) issued

• 2 Number of[+] securities issued or to be 29,075 issued (if known) or maximum number which may be issued

• 3 Principal terms of the[+] securities (e.g. if Fully Paid Ordinary Shares (IMC) 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)

• See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 1

4 Do the+securities rank equally in all respects from the+issue date 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6hin relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2	Yes (IMC)
	$1,163.00
	Exercise of IMCOA Listed Options
	Yes
	29 November 2013
	Nil
	Nil
	29,075
	Nil

• See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 2

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 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and+class of all+securities quoted on ASX (including the +securities in section 2 if applicable)	N/A	N/A
	N/A
	Refer to the attached Appendix 1
	Monday, 3rdFebruary 2014
	Number	+Class
	* 1,053,708,385 115,995,306	Fully Paid Ordinary Shares (IMC) Listed Options exercisable at $0.04 on or before 30 April 2015 (IMCOA)

• This total does not include the maximum number of 1,931,745,402 new shares securities to be issued under the $9.66M (before costs) fully underwritten Rights Issue which is currently under way.

• See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 3

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

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	IMCAI
252,829,997	Total

Number	+Class(Convertible Note)	+Class(Convertible Note)	+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

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

• Unchanged

Part 2 - Pro rata issue

• 11 Is security holder approval required?

• 12 Is the issue renounceable or nonrenounceable?

• 13 Ratio in which the[+] securities will be offered

• See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 4

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 offer 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 offer documents 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

• See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 5

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 +Issue 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 are[+] equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of 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. 04/03/2013

Appendix 3B Page 6

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[+] issue date 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 Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another +security, clearly identify that other +security)

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

• See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 7

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 is not available now, we 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.

==> picture [99 x 39] intentionally omitted <==

Sign here: ______ Company Secretary

Date: Monday, 3[rd] February 2014

Print name: Peter Vaughan

==> picture [38 x 23] intentionally omitted <==

3 February 2014

The CFO Solution

• See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 8

Appendix 3B – Annexure 1

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

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

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

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 the+issue date or date of agreement to issue	414,096,557
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	621,270,086 (LR 7.2) 18,258,242 (LR 7.3)
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
“A”	1,053,624,885

Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	158,043,733

• See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 9

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used	Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month periodnot countingthose issued: • 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	83,500 (LR 7.1)
“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	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	158,043,733
	Subtract“C” Note: number must be same as shown in Step 3	83,500
	Total[“A” x 0.15] – “C”	157,960,233 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 10

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Rule 7.1A – Additional placement capacity for eligible entities	Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	1,053,624,885

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	105,362,489

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

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used	Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used	Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
	Insertnumber 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	Nil
	“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
	“A” x 0.10 Note: number must be same as shown in Step 2	105,362,489
	Subtract“E” Note: number must be same as shown in Step 3	Nil
	Total[“A” x 0.10] – “E”	105,362,489 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 11