Immuron Ltd — Capital/Financing Update 2017

Jun 22, 2017

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) (NASDAQ: IMRN)

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 issued Unlisted Options 2 Number of[+] securities issued or to be issued a) 1,000,000 unlisted options (if known) or maximum number which may b) 1,050,000 unlisted options be issued

• 3 Principal terms of the[+] securities (e.g. if a) Unlisted Option exercisable at $0.50 options on or options, exercise price and expiry date; if before 27 Nov 2019 partly paid +securities, the amount b) Unlisted Option exercisable at $0.50 options on or outstanding and due dates for payment; if before 1 October 2018 +convertible securities, the conversion price and dates for conversion)

+ See chapter 19 for defined terms. 07/07/2016

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 – 6h_in 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	a) Yes (IMC), upon exercise b) Yes (IMC), upon exercise
	Nil Cash Consideration
	a) To be issued in lieu of additional cash remuneration in recognition of additional services performed, and further services to be performed over the next 2 years, which have been deemed in excess of their current cash remuneration. T_hese_ options are subject to shareholder approval and will be tabled at the next members meeting. b) Issue under Employee Share and Options Plan (ESOP)
	Yes
	29 November 2016
	Nil
	Nil
	b) 1,050,000 Unlisted Options
	Nil

+ See chapter 19 for defined terms. 07/07/2016

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.	N/A
	N/A
	Refer to the attached Appendix 1
	22 June 2017

8 Number and+class of all+securities quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	128,041,417* 2,000,000 25,289,894	Fully Paid Ordinary Shares (IMC) Fully Paid Ordinary Shares (IMC) held in escrow as security for any repayment default of the Convertible Loan. These will either be purchased by the Investor or cancelled at end of agreement. Listed Options (IMCOB) exercisable at A$0.55 on or before 30 Nov 2019

• This number does not include 3,660,000 shares (91,500 ADSs) which, pursuant to the ASX announcement on 9 June 2017, may be issued for any over-allocations under the NASDAQ IPO listing.

+ See chapter 19 for defined terms. 07/07/2016

Appendix 3B Page 3

9 Number and+class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)
		Qty	+Class(Options over OrdinaryShares)
		Amount	Exercise Price	Expiration Date	ASX Code
		62,500	AUD$1.556	1 Nov 2017	IMCSO2
		1,050,000	AUD$0.500	1 Oct 2018	“New Class”
		1,000,000	AUD$0.570	24 Feb 2019	IMCAI
		15,380	AUD$1.892	28 Feb 2019	IMCAI
		140,056	AUD$0.300	28 May 2019	IMCAI
		7,625,532*	AUD$0.500	27 Nov 2019	IMCAI
		14,493	AUD$1.944	30 Nov 2021	IMCRM1
		29,668	AUD$1.876	17 Jan 2022	IMCRM2
		28,060,000 (701,500 Warrants)	USD$10.00 for every40 options	13 Jun 2022	IMCAI
		37,997,629	Total

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)			+Class(Convertible Notes - IMCAA) A$226,000 Face Value Convertible Note repayable over a remaining 3 mth period settled at the Company’s discretion by way of either: - the issuance of new Shares at a 10% discount to VWAP average price of any 5 days over the 20 days immediately prior to a repayment date; or - a cash repayment of the due amount plus a 2.5% premium. As announced to the ASX on 18 July 2016, the company has elected to repay all future Convertible Note repayments in cash.
		Qty	+Class(Convertible Notes - IMCAA)
		226,000	A$226,000 Face Value Convertible Note repayable over a remaining 3 mth period settled at the Company’s discretion by way of either: - the issuance of new Shares at a 10% discount to VWAP average price of any 5 days over the 20 days immediately prior to a repayment date; or - a cash repayment of the due amount plus a 2.5% premium. As announced to the ASX on 18 July 2016, the company has elected to repay all future Convertible Note repayments in cash.
		Unchanged

Part 2 - 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	-
	-
	-
	-

+ See chapter 19 for defined terms. 07/07/2016

Appendix 3B Page 4

15 +Record date to determine entitlements 16 Will holdings on different registers (or sub-registers) 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 28 Date rights trading will begin (if applicable)	-
	-
	-
	-
	-
	-
	-
	-
	-
	-
	-
	-
	-
	-

+ See chapter 19 for defined terms. 07/07/2016

Appendix 3B Page 5

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, 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. 07/07/2016

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) 42 Number and+class of all+securities quoted on ASX (_including_the+securities in clause 38)
	Number	+Class

+ See chapter 19 for defined terms. 07/07/2016

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.

Sign here: ______ Date: Friday, 23[rd] June 2017 Company Secretary & CFO Print name: Peter Vaughan

==> picture [38 x 22] intentionally omitted <==

==> picture [76 x 7] intentionally omitted <==

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

The CFO Solution
----- End of picture text -----

Friday 23 June 2017

+ See chapter 19 for defined terms.

07/07/2016

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 Insert number of fully paid[+] ordinary securities on issue 80,099,646 12 months before the[+] issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary securities issued in 24,281,771 (LR 7.2) that 12 month period under an exception in rule 7.2 25,660,000 (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 securities Nil cancelled during that 12 month period “A” 130,041,417

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	19,506,213

+ See chapter 19 for defined terms. 07/07/2016

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	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 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 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	7,320,000
	“C”	7,320,000

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	19,506,213
	Subtract“C” Note: number must be same as shown in Step 3	7,320,000
	Total[“A” x 0.15] – “C”	12,186,213 [Note: this is the remaining placement capacity under rule 7.1]

+ See chapter 19 for defined terms. 07/07/2016

Appendix 3B

Page 10

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”				130,041,417
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”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	13,004,142

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 Nil 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
	“A” x 0.10 Note: number must be same as shown in Step 2	13,004,142
	Subtract“E” Note: number must be same as shown in Step 3	Nil
	Total[“A” x 0.10] – “E”	13,004,142 [Note: this is the remaining placement capacity under rule 7.1A]

+ See chapter 19 for defined terms. 07/07/2016

Appendix 3B

Page 11