Immuron Ltd — Capital/Financing Update 2019

May 29, 2019

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 Ordinary Shares (IMC)

2 Number of[+] securities issued or to be issued 20,000,000 Ordinary Shares (converted to 500,000 (if known) or maximum number which may American Depository Shares (ADSs)) be issued

3 Principal terms of the[+] securities (e.g. 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)

Fully Paid Ordinary Shares

+ 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 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.	Yes (IMC)
	USD$ 4.00 per ADS (before costs)
	ADS issued pursuant to the prospectus supplement announced on 27 May 2019
	Yes
	19 November 2018
	Nil
	Nil
	Nil
	Nil
	N/A

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

Appendix 3B

Page 2

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 N/A 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 Refer to the attached Appendix 1 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. 30 May 2019 Number +Class 8 Number and+class of all+securities quoted on ASX (including_the +securities in section 2 if applicable) 163,215,706 25,289,894 Fully Paid Ordinary Shares (IMC) Listed Options (IMCOB) exercisable at A$0.55 on or before 30 Nov 2019 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 1,300,000 AUD$0.500 01 July2021 IMCAI 7,625,532 AUD$0.500 27 Nov 2019 IMCAI 14,493 AUD$1.944 30 Nov 2021 IMCAI 29,668 AUD$1.876 17 Jan 2022 IMCAI 27,760,000 (694,000 Warrants) USD$10.00 for every40 options 13 Jun 2022 IMCAI 7,897,647 AUD$0.4680 15 Mar 2023 IMCAI 526,510 AUD$0.5850 15 Mar 2023 IMCAI 2,000,000 AUD$0.50 30 June 2020 IMCAI 47,153,850 Total	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 N/A 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 Refer to the attached Appendix 1 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. 30 May 2019 Number +Class 8 Number and+class of all+securities quoted on ASX (including_the +securities in section 2 if applicable) 163,215,706 25,289,894 Fully Paid Ordinary Shares (IMC) Listed Options (IMCOB) exercisable at A$0.55 on or before 30 Nov 2019 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 1,300,000 AUD$0.500 01 July2021 IMCAI 7,625,532 AUD$0.500 27 Nov 2019 IMCAI 14,493 AUD$1.944 30 Nov 2021 IMCAI 29,668 AUD$1.876 17 Jan 2022 IMCAI 27,760,000 (694,000 Warrants) USD$10.00 for every40 options 13 Jun 2022 IMCAI 7,897,647 AUD$0.4680 15 Mar 2023 IMCAI 526,510 AUD$0.5850 15 Mar 2023 IMCAI 2,000,000 AUD$0.50 30 June 2020 IMCAI 47,153,850 Total	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 N/A 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 Refer to the attached Appendix 1 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. 30 May 2019 Number +Class 8 Number and+class of all+securities quoted on ASX (including_the +securities in section 2 if applicable) 163,215,706 25,289,894 Fully Paid Ordinary Shares (IMC) Listed Options (IMCOB) exercisable at A$0.55 on or before 30 Nov 2019 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 1,300,000 AUD$0.500 01 July2021 IMCAI 7,625,532 AUD$0.500 27 Nov 2019 IMCAI 14,493 AUD$1.944 30 Nov 2021 IMCAI 29,668 AUD$1.876 17 Jan 2022 IMCAI 27,760,000 (694,000 Warrants) USD$10.00 for every40 options 13 Jun 2022 IMCAI 7,897,647 AUD$0.4680 15 Mar 2023 IMCAI 526,510 AUD$0.5850 15 Mar 2023 IMCAI 2,000,000 AUD$0.50 30 June 2020 IMCAI 47,153,850 Total	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 N/A 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 Refer to the attached Appendix 1 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. 30 May 2019 Number +Class 8 Number and+class of all+securities quoted on ASX (including_the +securities in section 2 if applicable) 163,215,706 25,289,894 Fully Paid Ordinary Shares (IMC) Listed Options (IMCOB) exercisable at A$0.55 on or before 30 Nov 2019 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 1,300,000 AUD$0.500 01 July2021 IMCAI 7,625,532 AUD$0.500 27 Nov 2019 IMCAI 14,493 AUD$1.944 30 Nov 2021 IMCAI 29,668 AUD$1.876 17 Jan 2022 IMCAI 27,760,000 (694,000 Warrants) USD$10.00 for every40 options 13 Jun 2022 IMCAI 7,897,647 AUD$0.4680 15 Mar 2023 IMCAI 526,510 AUD$0.5850 15 Mar 2023 IMCAI 2,000,000 AUD$0.50 30 June 2020 IMCAI 47,153,850 Total	N/A	N/A	N/A	N/A	N/A
				Refer to the attached Appendix 1
				30 May 2019
			Number			+Class
			163,215,706 25,289,894			Fully Paid Ordinary Shares (IMC) Listed Options (IMCOB) exercisable at A$0.55 on or before 30 Nov 2019
					+Class(Options over OrdinaryShares) Exercise Price Expiration Date ASX Code AUD$0.500 01 July2021 IMCAI AUD$0.500 27 Nov 2019 IMCAI AUD$1.944 30 Nov 2021 IMCAI AUD$1.876 17 Jan 2022 IMCAI USD$10.00 for every40 options 13 Jun 2022 IMCAI AUD$0.4680 15 Mar 2023 IMCAI AUD$0.5850 15 Mar 2023 IMCAI AUD$0.50 30 June 2020 IMCAI Total
			Qty		+Class(Options over OrdinaryShares)
		Amount			Exercise Price		Expiration Date	ASX Code
		1,300,000			AUD$0.500		01 July2021	IMCAI
		7,625,532			AUD$0.500		27 Nov 2019	IMCAI
		14,493			AUD$1.944		30 Nov 2021	IMCAI
		29,668			AUD$1.876		17 Jan 2022	IMCAI
		27,760,000 (694,000 Warrants)			USD$10.00 for every40 options		13 Jun 2022	IMCAI
		7,897,647			AUD$0.4680		15 Mar 2023	IMCAI
		526,510			AUD$0.5850		15 Mar 2023	IMCAI
		2,000,000			AUD$0.50		30 June 2020	IMCAI
		47,153,850			Total

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

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

Appendix 3B

Page 3

Part 2 ‐ Pro rata issue

art 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 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	‐
	‐
	‐
	‐
	‐
	‐
	‐
	‐
	‐
	‐
	‐
	‐
	‐
	‐

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

Appendix 3B

Page 4

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) 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 (shares only)
(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

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

Appendix 3B

Page 5

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 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)	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 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)	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 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)
	Number	+Class

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

Appendix 3B

Page 6

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 [59 x 60] intentionally omitted <==

Sign here: ______ Company Secretary & CFO

Date: Thursday, 30 May 2019

Print name: Phillip Hains

==> picture [37 x 23] intentionally omitted <==

The CFO Solution

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

Appendix 3B

Page 7

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 142,778,206 12 months before the[+] issue date or date of agreement to issue Add the 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 under an exception in rule 7.2
• Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval	437,500
• 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
Subtractthe number of fully paid+ordinary securities
cancelled during that 12 month period
“A”	143,215,706

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	21,482,356

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

Appendix 3B

Page 8

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	20,000,000
	“C”	20,000,000

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	21,482,356
	Subtract“C” Note: number must be same as shown in Step 3	20,000,000
	Total[“A” x 0.15] – “C”	1,482,356 [Note: this is the remaining placement capacity under rule 7.1]

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

Appendix 3B

Page 9

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”				143,215,706
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	14,321,571

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” ‐

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	14,321,571
	Subtract“E” Note: number must be same as shown in Step 3	‐
	Total[“A” x 0.10] – “E”	14,321,571 [Note: this is the remaining placement capacity under rule 7.1A]

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

Appendix 3B

Page 10

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

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

Type	Shares
Class	Ordinary
ASX code	IMC
Date of Issue	30 May 2019
Number Issued	20,000,000 Ordinary Shares (converted to 500,000 American Depository Shares (ADSs))
Issue price per security:	Issued for a consideration of USD$ 4.00 per ADS (or USD$ 0.10 per Ordinary Share) before costs)

Immuron Limited 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,

Kind Regards;

==> picture [60 x 58] intentionally omitted <==

Phillip Hains Company Secretary Immuron Limited

Dated: 30[th] May 2019

==> picture [542 x 59] intentionally omitted <==