Immuron Ltd - Proxy Solicitation & Information Statement 2013

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ABN: 80 063 114 045 Level 1 18 Kavanagh Street Southbank, Vic 3006 Tel: +61 3 8648 4530 Fax: +61 3 9686 9460 www.immuron.com

16 April 2013

The Manager The Company Announcement Office Australian Stock Exchange Sydney NSW 2000

Dear Sir Notice of General Meeting 17 May 2013

The Board of Directors of Immuron Limited advise that a General Meeting of Shareholders will be held at the offices of K & L Gates, Rialto South Tower, Level 25, 525 Collins Street, Melbourne on Friday 17 May 2013 commencing at 10.00am.

Attached is the Notice of Meeting with the supporting Explanatory Memorandum which is currently being distributed to Shareholders

Yours faithfully

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Graeme Stevens

Company Secretary

IMMURON LIMITED

ACN 063 114 045

NOTICE OF GENERAL MEETING

IMMURON LIMITED ( Company ) gives notice that a General Meeting of the Company will be held at the offices of K & L Gates, lawyers, Rialto South Tower, Level 25, 525 Collins Street, Melbourne, Victoria on Friday 17 May 2013 commencing at 10.00am.

ORDINARY BUSINESS.

Resolution 1 - Approval of issue of Underwriter Options to Patersons Securities Limited.

To consider and if thought fit, to pass the following Resolution as an ordinary resolution

“That for the purpose of listing Rules 7.1 of the ASX Listing Rules and for all other purposes, the Shareholders of the Company approve and authorise the issue of 155,317,521 Underwriter Options, having an exercise price of $0.01 per Underwriter Option with an expiry date of 31 March 2016, to Patersons Securities Limited (as underwriter of the Rights Issue) and its sub-underwriters, on the basis set out in the Explanatory Memorandum which accompanies this Notice of Meeting.”

Voting exclusion; The Company will disregard any votes cast on this resolution by:

Patersons Securities Limited and any other person who may participate in the Underwriter Option issue;
Any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and
Any associate of Patersons Securities Limited, and any associate of any other person who may participate in the issue or any other person who might obtain such a benefit if the resolution is passed.

However, the Company need not disregard a vote on Resolution 1, if:

a) It is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
b) It is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides

RESOLUTION 2 – ISSUE OF UNDERWRITER SHARES AND OPTIONS TO ROGER ASTON

To consider and, if thought fit, to pass the following Resolution as an ordinary resolution.

“That for the purposes of ASX listing Rule 10.11 and for all other purposes and subject to the approval of Resolution 1, Shareholders approve the issue to Roger Aston under the terms of a sub-underwriting agreement with Patersons Securities Limited up to 16,666,667 fully paid ordinary shares, and 4,166,667 Options to acquire 4,166,667 ordinary shares in the capital of the Company expiring on 31 March 2016, with the exercise price for each option of one cent ($0.01) and otherwise on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

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The Company will disregard any votes cast on Resolution 2 by Roger Aston and any associate of Roger Aston.

However, the Company will not disregard a vote if:

a) it is cast by Roger Aston as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy form; or
b) it is cast by Roger Aston if he is chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy form to vote as the proxy decides.

The Chairman of this General Meeting can vote undirected proxies, provided the member voting expressly authorises the Chairman to do so (by ticking the Chairman's Box in the second section of Step 1 of the Proxy Form)

RESOLUTION 3 – ISSUE OF UNDERWRITER SHARES AND OPTIONS TO ELANE ZELCER

To consider and, if thought fit, to pass the following Resolution as an ordinary resolution.

“That for the purposes of ASX listing Rule 10.11 and for all other purposes and subject to the approval of Resolution 1, Shareholders approve the issue to Elane Zelcer under the terms of a sub-underwriting agreement with Patersons Securities Limited up to 1,666,667 fully paid ordinary shares, and 416,667 Options to acquire 416,667 ordinary shares in the capital of the Company expiring on 31 March 2016, with the exercise price for each option of one cent ($0.01) and otherwise on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting. ”

The Company will disregard any votes cast on Resolution 3 by Elane Zelcer and any associate of any of Elane Zelcer.

However, the Company will not disregard a vote if:

a) it is cast by Elane Zelcer as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy form; or
b) it is cast by Elane Zelcer if she is chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy form to vote as the proxy decides.

RESOLUTION 4 – ISSUE OF UNDERWRITER SHARES AND OPTIONS TO DANIEL POLLOCK

To consider and, if thought fit, to pass the following Resolution as an ordinary resolution.

“That for the purposes of ASX listing Rule 10.11 and for all other purposes and subject to the approval of Resolution 1, Shareholders approve the issue to Daniel Pollock under the terms of a sub-underwriting agreement with Patersons Securities Limited up to 6,666,667 fully paid ordinary shares, and 1,166,667 Options to acquire 1,166,667 ordinary shares in the capital of the Company expiring on 31 March 2016, with the exercise price for each option of one cent ($0.01) and otherwise on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting. ”

The Company will disregard any votes cast on Resolution 4 by Daniel Pollock and any associate of any of Daniel Pollock. However, the Company will not disregard a vote if:

a) it is cast by Daniel Pollock as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy form; or
b) it is cast by Daniel Pollock if he is chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy form to vote as the proxy decides.

Signed

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By order of the Board Company Secretary 15 April 2013

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NOTES

These notes form part of the notice of the General Meeting ( Notice of Meeting ).

Shareholders Entitled to Vote

The Directors have determined that, for the purpose of voting at the meeting, Shareholders eligible to vote are those persons who are the registered holders of shares at 7.00pm Melbourne time on Wednesday 15 May 2013.

Appointment of Proxies

A member entitled to vote may vote their shares directly by completing Step 2 on the enclosed Proxy Form and returning the Proxy Form as indicated below. In this case a member is not appointing a proxy. Members voting directly should complete a "for" or "against" for each resolution. A vote of "abstain" for a direct vote will result in the shares represented by that vote not counting towards a majority vote. If no direction is given for a particular resolution and no proxy appointed, the vote will be passed to the Chairman of the meeting to vote as that member's undirected proxy.

If you are entitled to vote at the meeting you have the right to appoint a proxy to attend and vote in your place. To appoint a proxy you should complete the first section of Step 1 on the attached Proxy Form. The proxy need not be a shareholder of the Company. If you are entitled to cast 2 or more votes you may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the proxy appointments do not specify the proportion or number of your votes that each proxy may exercise, each proxy may exercise half your votes. If there is more than one proxy appointed, on a show of hands only one of the proxies may vote, but on a poll, each proxy may exercise votes in respect of those shares the proxy represents.

The Chairman intends to vote all undirected proxies in favour of the resolutions put in the Notice of Meeting.

If a member has not directed their proxy how to vote, the proxy may vote as the proxy determines.

If a member appoints the Chairman of the Meeting as proxy and does not direct the Chairman how to vote on an Item of Business, the Chairman will vote in accordance with his voting intention as stated in this Notice of Meeting, namely in favour of each of the proposed resolutions set out in the Notice of Meeting.

Proxy forms must be received by Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, VIC 3001 or by fax, within Australia 1800 783 447, outside Australia +61 3 9473 2555 or by voting online at www.investorvote.com.au, no later than 10.00am on Wednesday 15 May 2013.

For intermediary online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

Bodies Corporate

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at meetings of the Company's shareholders. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.

The representative should bring to the meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum should be read in its entirety together with the accompanying Notice of Meeting. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the General Meeting of Shareholders to be held on Friday 17 May 2013 at 10.00am AEST .

ORDINARY BUSINESS – RESOLUTION 1

Background to the Resolution

On 27 March 2013, the Company announced its intention to undertake a capital raising. The Company is seeking to raise $1,863,810 (before costs and expenses), by way of a fully underwritten pro rata rights issue of 621,270,086 Shares at $0.003 per share ( New Shares ) to Eligible Shareholders with an offer ratio of 3 New Shares for every 2 Shares held on the Record Date (Rights Offer).

In addition, if a shortfall arises from the Rights Offer, eligible Shareholders who subscribe in full for their entitlement pursuant to the Rights Offer are also offered the opportunity to subscribe for further New Shares at the same price of $0.003 per share ( Top Up Offer ).

Shareholders eligible to participate in the Rights Offer ( Eligible Shareholders ) will be those Shareholders with a registered address in Australia or New Zealand as at the record date of 8 April 2013 ( Record Date ).

The funds raised through the Rights Offer will be utilised by the Company as set out in section 2.6 of the Prospectus.

The Rights Offer of $1,863,810 ( Underwritten Amount ) is fully underwritten by Patersons Securities Limited (ACN 008 896 311) ( Underwriter ), pursuant to an underwriting agreement between the Underwriter and the Company dated 27 March 2013 ( Underwriting Agreement ). In consideration for the services to be provided by the Underwriter, the Company has agreed to (among other things):

(1) pay the Underwriter an underwriting fee of 6.0% of the Underwritten Amount. All sub-underwriting and selling fees payable to third parties will be met from this underwriting fee by the Underwriter;
(2) pay the Underwriter a lead manager fee or termination fee of $60,000;
(3) reimburse the Underwriter its costs and expenses incurred of and incidental to the Rights Offer and the issue of the New Shares pursuant to the Rights Offer; and
(4) grant 155,317,521 options to purchase shares in the Company to the Underwriter (or its nominee) generally in accordance with the directions of the Underwriter ( Underwriter Options ), subject to shareholder approval. All options to be allotted to sub-underwriters or nominees of the Underwriter will be from these Underwriter Options.

The Underwriting Agreement allows the Underwriter to appoint sub-underwriters at its sole discretion. The Underwriter has sought sub-underwriting commitments for the Rights Offer. The Underwriter will pay all sub-underwriting fees and selling fees to third parties out of its fees. The Underwriter may allocate up to 155,317,521 options to sub-underwriters out of the Underwriter Options.

All Underwriter Options issued will have an exercise price of one (1) cent per Underwriter Option and will have an expiry date of 31 March 2016. The Underwriter Options will not be quoted on the ASX. The full terms and conditions of the Underwriter Options are set out in Schedule 1 to this Explanatory Memorandum.

The Underwriter currently is not a Shareholder in the Company and is not a Related Party of the Company for the purposes of the Corporations Act. The Underwriter has provided a priority sub-underwriting to a cornerstone sub-underwriter, Grandlodge Pty Ltd ( Grandlodge) of $600,000. Grandlodge may also participate as a general sub-underwriter. Details of the Grandlodge sub-underwriting and the impact on the possible control of the Company are set out in section 5.4 of the Prospectus.

The issue of the 155,317,521 Underwriter Options will not fall within the Company’s 15% placement capacity pursuant to ASX Listing Rule 7.1. Therefore, the Company is seeking to have shareholders approve the issue of these Underwriter Options.

Should all of these Underwriter Options be exercised on or before their expiry date of 31 March 2016, the Company would receive additional funds of approximately $1,553,175.

Listing Rule 7.1

Pursuant to ASX Listing Rule 7.1, a listed company may not issue securities in any 12 consecutive month period which, when aggregated with the number of other securities issued within that 12 month period, exceed 15% of the number of ordinary shares on issue at the beginning of that 12 month period, unless the issue falls within one of the nominated exceptions (which exceptions include the prior approval of shareholders of the Company in General Meeting).

The grant of up to 155,317,521 Underwriter Options, as contemplated under the Underwriting Agreement, would exceed the 15% threshold set out in Listing Rule 7.1. Accordingly, the Company seeks Shareholder approval for the purposes of this Listing Rule.

Listing Rule 7.3

Listing Rule 7.3 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to Listing Rule 7.1:

(1) the maximum number of securities to be granted by the Company under Resolution 1 is 155,317,521 Underwriting Options;
(2) The Underwriter Options will be issued as soon as practicable after the Meeting, but in any event no later than three (3) months after the date of the Meeting. It is anticipated that they will be granted on one date rather than on a progressive basis;
(3) the Underwriter Options will be issued for nil cash consideration, at an exercise price of one (1) cent per Underwriter Option and have an expiry date of 31 March 2016;
(4) the Underwriter Options will be issued to the Underwriter (or its nominees) and sub-underwriters in accordance with the written directions of the Underwriter;
(5) the Underwriter Options will be issued on the terms and conditions set out in Schedule 1 to this Notice of Meeting; and
(6) No funds will be raised from the issue of the Underwriter Options, only upon an exercise of any of the Underwriter Options.

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RESOLUTIONS 2 TO 4 – ISSUE OF UNDERWRITER SHARES AND OPTIONS TO DIRECTORS

As set out in section 7.4 of the Prospectus and the table below, three of the Directors ( Sub Underwriting Directors ) have indicated that they will participate and support the Rights Issue as sub-underwriters. Details of the sub-underwriting commitments by these Directors are set out below.

The issue of the Rights Offer shares to the Sub Underwriters ( Sub-Underwriting Shares ) will be on the same terms as that offered to Shareholders under the terms of the Rights Issue as set out in the Prospectus.

The issue of the Underwriting Options to the Sub Underwriting Directors will be on the same terms as all other sub-underwriters to the Rights Issue with one exception (which is less favourable to the Sub Underwriting Directors), namely that no Sub Underwriting Director will be paid sub-underwriter underwriting fees in their role as sub-underwriters.

Sub Underwriting Director	$ Sub- Underwriting commitment by each Director	Maximum number of Sub- Underwriting Shares	Number of Underwriting Options to be granted	% of Directors' participation in sub underwriting (as percentage of total underwriting)
Dr Roger Aston (Chairman)	50,000	16,666,667	4,166,667	2.68%
Dr Elane Zelcer	5,000	1,666,667	416,667	0.27%
Mr Daniel Pollock	20,000	6,666,667	1,666,667	1.07%

If the above Sub Underwriting Directors are required to meet their entire sub-underwriting commitment as set out above, the resulting issue of options will represent an issue to the above Sub Underwriting Directors in aggregate of 4.02% of the total Sub Underwriting Shares and Underwriting Options respectively.

Listing Rule 10.11

Listing Rule 10.11 states that an entity must not issue or agree to issue equity securities to any of the following persons without the approval of shareholders

(1) A Related Party.
(2) A person whose relationship with the entity or a Related Party is, in the ASX’s opinion, such that approval should be obtained.

In order to secure ASX Listing Rule 10.11 approval, the following information in relation to the sub-underwriting shares and options to be issued pursuant to Resolutions 2 to 4 is provided to Shareholders for the purposes of Listing Rule 10.13:

1) the sub-underwriting shares and options to be issued to the Sub Underwriting Directors is set out in the table above;
2) the maximum number of underwriting shares and options to be issued to each of the Sub Underwriting Directors (and the maximum number of shares to be issued upon the exercise of the options), is set out in the table above;
3) the shares will be issued at $0.003 per share and the options will be issued for nil consideration, but will have an exercise price of $0.01 per share payable on or before 31 March 2016;
4) the shares and options will be issued no later than one (1) month after the date of this meeting;
5) respective voting exclusion statements for each of Resolutions 2,3 and 4 are provided in the attached Notice of Meeting; and
6) the intended use of the funds raised as a result of the issue of the underwriting shares and options to be issued to each of the Sub Underwriting Directors is set out in section 2.6 of the Prospectus.

As all Directors (other than Dr Stewart Washer) have indicated an intention to act as sub-underwriters for the Rights Issue, none of these Directors (other than Dr Stewart Washer) makes any recommendation with respect to Resolutions 1 to 4.

Dr Stewart Washer recommends that Shareholders vote in favour of Resolutions 1 to 4.

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Glossary

Unless the context indicated otherwise, in the Notice of Meeting and the Explanatory Memorandum;

ASX means ASX Limited (ACN 008 624 691)

Board means the board of Directors of the Company

Company means Immuron Limited (ACN 063 114 045)

Constitution means the Constitution of the Company

Corporations Act means the Corporations Act 2001 (Cth)

Director means a director of the Company

Equity Securities has the same meaning as in the Listing Rules

Listing Rules means the Listing Rules of the ASX

New Shares means a share issued under the terms of the Prospectus

Prospectus means the prospectus issued by the Company dated 27 March 2013

Related Party has the meaning given in section 228 of the Corporations Act.

Rights Offer means the offer to eligible Shareholders under the terms of the Prospectus dated 27 March 2013

Shareholder means a shareholder in the Company

Share means a fully paid ordinary share in the capital of the Company

Schedule 1 Terms and conditions of Underwriting Options

Terms and conditions of 31 March 2016 Options exercisable at $0.01

Each option entitles the option Holder to subscribe for and be issued one Share in the Company on the following terms:

Each option is exercisable at any time up to and including the expiry date, namely 5.00 pm AEST on 31 March 2016. Any options not exercised by the expiry date will automatically lapse on the expiry date;
the exercise price for each option (which is payable immediately on exercise) is one cent ($0.01);
each option may be exercised by the option holder giving written notice to the Company at its registered office on or prior to the expiry date ( Notice of Exercise );
the Notice of Exercise must specify the number of options being exercised and must be accompanied by a cheque, payable to the Company, for the total applicable exercise price payable by the option Holder;
the options may be exercised for part or all of the options issued by giving Notice of Exercise prior to the expiry date, provided that if the options are exercised in part, they may only be exercised in multiples of at least 10,000 options;
on receipt by the Company of the Notice of Exercise and payment of the exercise price, the Company must, within the time period prescribed by the ASX Listing Rules:
allot to the option holder one Share in the Company for each option exercised by the option holder;
cause to be despatched to the option holder the relevant acknowledgement of issue as soon as is reasonably practicable; and
o (if applicable) issue a new holding statement for the balance of the options that remain unexercised;
shares allotted on the exercise of options will rank equally in all respects with the then existing issued ordinary fully paid shares in the capital of the Company (except in respect to any dividends which shall have been declared but not yet distributed before the actual exercise of an option) and will be subject to the provisions of the Constitution of the Company;
the options will not be listed on the ASX;
the options do not entitle the option holder to vote at any meeting of Shareholders;
the options do not provide any entitlement to dividends paid to ordinary shareholders;
the options are transferable by an option holder on written notice to the Company in such form as the Company from time to time requires ;
in the event of a pro rata issue of Shares by the Company, the exercise price for each option will be adjusted in accordance with Listing Rule 6.22.2 of the ASX Listing Rules;
if any reorganisation (including consolidation, subdivision, reduction, return or cancellation) of the issued capital of the Company occurs before the expiry of any
options, the number of options to which each option holder is entitled or the exercise price of his or her options or both must be reorganised in accordance with the ASX Listing Rules applying to a reorganisation at the time of the reorganisation;

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An option does not confer the right to participate in new issues of capital offered to holders of Shares during the currency of the options without exercising the options. However, the Company will ensure that for the purpose of determining entitlements to any such issue, the record date will be at least 5 business days after a new issue or dividend payment is announced, giving option holders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such new issue;
in the event of the liquidation of the Company, all unexercised options will lapse;
to the extent that any of these option terms and conditions are inconsistent with or contrary to the ASX Listing Rules, the ASX Listing Rules provisions will prevail and these option terms and conditions are deemed to incorporate the relevant ASX Listing Rules provisions as an amendment to these terms; and
These terms and conditions are governed by the laws of the State of Victoria. The parties submit to the non-exclusive jurisdiction of the courts of Victoria.

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Immuron Limited

ABN 80 063 114 045

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Immuron Ltd — Proxy Solicitation & Information Statement 2013

35121_rns_2013-04-15_75fcbf47-ad5f-47c3-8047-b75d14ca8698.pdf

IMMURON LIMITED

NOTICE OF GENERAL MEETING

ORDINARY BUSINESS.

Resolution 1 - Approval of issue of Underwriter Options to Patersons Securities Limited.

RESOLUTION 2 – ISSUE OF UNDERWRITER SHARES AND OPTIONS TO ROGER ASTON

RESOLUTION 3 – ISSUE OF UNDERWRITER SHARES AND OPTIONS TO ELANE ZELCER

RESOLUTION 4 – ISSUE OF UNDERWRITER SHARES AND OPTIONS TO DANIEL POLLOCK

NOTES

Shareholders Entitled to Vote

Appointment of Proxies

Bodies Corporate

EXPLANATORY MEMORANDUM

ORDINARY BUSINESS – RESOLUTION 1

Background to the Resolution

Listing Rule 7.1

Listing Rule 7.3

RESOLUTIONS 2 TO 4 – ISSUE OF UNDERWRITER SHARES AND OPTIONS TO DIRECTORS

Listing Rule 10.11

Glossary

Schedule 1 Terms and conditions of Underwriting Options

Terms and conditions of 31 March 2016 Options exercisable at $0.01

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Immuron Ltd Proxy Solicitation & Information Statement 2013

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