Immuron Ltd — Regulatory Filings 2009

Feb 25, 2009

Immuren

26 February 2009

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

Dear Sir

Attached is the Appendix 4D together with the accounts and Directors Report thereon for the six months ended 31 December 2008.

Yours faithfully Graeme Stevens

Company Secretary
Immuron Limited

ABN 80 063 114 045 AUSTRALIA Level 1, 39 Leveson Street North Melbourne VIC 3051 Tel (61) 3 9018 4880 Fax (61) 3 9018 4881

USA The Empire State Building 350 Fifth Avenue 59th Floor New York, N.Y. 10118
New York, N.Y. 10118
Tel 646 402 5289 Fax 646 390 3238

www.immuron.com www.travelan.com

Immuron Limited (formerly Anadis Limited)
ABN: 80 063 114 045 ASX Half-year information $-31$ December 2008.

Lodged with the ASX under Listing Rule 4.2A.
This information should be read in conjunction with the 30 June 2008 Annual Report.

Contents

Results for Announcement to the Market	(Appendix 4D item 2)
Half-year report (ASX Listing rule 4.2A1)

$\frac{1}{2}$

Immuron Limited (formerly Anadis Limited) Half-year ended 31 December 2008 (Previous corresponding period: Half-year ended 31 December 2007)

Results for Announcement to the Market

Revenue from ordinary activities (Appendix 4D item 2.1)	Up	50.6%	to	\$220,290
Profit/ (loss) from continuing activities after tax attributable to members (Appendix 4D item 2.2)	Down	6.15%	to	\$(1,597,931)
Net profit/ (loss) for the period attributable to members (Appendix 4D item $2.3$ )	Down	14.34%	to	\$(1,419,331)

Dividends/distributions (Appendix 4D item $2.4$ )	Amount per security	Franked amount per security
Final dividend (prior year)	Nil	Nil
Interim dividend	Nil	Nil

Record date for determining entitlements to the interim dividend

$N/A$

Immuron Limited (formerly Anadis Limited) Interim financial report for the half-year ended 31 December 2008

Contents	Page
Directors' Report	4
Auditor's Independence Declaration	6
Income Statement	7
Balance Sheet	8
Statement of Recognised Income and Expense	9
Cash Flow Statement	10
Notes to the financial statements	11
Directors' declaration	15
Independent review report to the members	16

This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2008 and any public announcements made by Immuron Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

Immuron Limited (formerly Anadis Limited) Directors' Report. 31 December 2008

Your directors present their report on Immuron Limited for the half-year ended 31 December, 2008.

Directors

The following persons were directors of Immuron Limited during the half-year and up to the date of this report:

Prof. Colin B Chapman (Chairman), Prof Roy Robins-Browne Arie L. Nudel Simon S Sallka Dr Zeil Rosenberg Dr. Peter J. Jenkins (Resigned 9 February 2009)

Review of operations and results

The six months was a period of consolidation under the new strategic direction taken by the company.

With the sale of the contract manufacturing business in February 2008, the uncertainties and financial commitments required to operate that business have been removed with the funding now being directed to targeted research and development projects.

The agreement for the sale of the contract manufacturing business included an earn out clause whereby the Company was entitled to a share of the profits for a period of twelve months subsequent to the date of sale. For the period to 31 December the Company's share of that profit amounted to \$ 178,600, which is disclosed as a profit from discontinued operations in the attached income statement.

Research & Development expenditures.

For the six month period the total expenditure on direct R & D projects amounted to \$815,719, including \$358,100 for employee expenses. This expenditure represents:

Expenditures incurred for which portion is funded by grant monies $\bullet$
received.	564,255
• Non grant expenditures	251,464
Total expenditure	\$815,719

Of the total expenditures incurred with the assistance of grant funding, the two major projects are:

Ausindustry grant for the development of antigens.
This project has been very successful as a novel method for the protection
of individuals from the influenza virus has been developed	319,946
Vistec grant
This grant is to assist in conducting clinical trials for the treatment of
Alimentary Mucositis. These trials will be conducted at the Tel Aviv
Sourasky Medical Centre in Israel	141,949
Total expenditures	\$461,895

Other developments

During December the Company announced the distribution agreement entered into with Alaven Consumer Healthcare in Georgia, USA, for the manufacture and distribution of our Travelan product in the United States of America. The initial production under this agreement is currently under way with the product launch scheduled for mid March. This agreement presents a significant benefit to the Company as it not only receives revenues from the sale of bulk Travelan colostrum and royalties from the retail sales, but it also provides for the receipt of milestone payments if certain levels of revenues are achieved by Alaven.

Auditor's Independence Declaration

A copy of the auditors' independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 6.

Signed in accordance with a resolution of the directors.

Un Chazman

C B Chapman Director.

A L Nudel Director

Melbourne, 26 February, 2009.

PRICEWATERHOUSE COPERS

PricewaterhouseCoopers ABN 52 780 433 757

Freshwater Place 2 Southbank Boulevard SOUTHBANK VIC 3006 GPO Box 1331L MELBOURNE VIC 3001 DX77 Telephone 61 3 8603 1000 Facsimile 61 3 8603 1999 Website:www.pwc.com/au

Auditor's Independence Declaration

As lead auditor for the review of Immuron Limited for the half year ended 31 December 2008, I declare that to the best of my knowledge and belief, there have been:

• a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
• b) no contraventions of any applicable code of professional conduct in relation to the review.

This declaration is in respect of Immuron Limited during the period.

Lixa Hatker

Lisa Harker Partner PricewaterhouseCoopers

Melbourne 26 February 2009

Immuron Limited (formerly Anadis Limited)
Income Statement for the half-year ended 31 December 2008

for the nam-year ended 31 December 2006
	Note	2008	Half-year 2007
		S	S
Revenue from continuing operations		220,290	146,241
Other income		162,016	370,100
Raw materials and consumables used		(78, 177)	(218, 808)
Employee benefits expense		(728, 136)	(743, 788)
Depreciation		(113, 446)	(40, 289)
Research and development - external		(442, 267)	(378, 412)
Directors' fees		(154, 612)	(122, 723)
Shareholder relations		(40,010)	(35,969)
Travel expenses		(64, 671)	(99, 507)
Product marketing & export development		(57, 588)	(167,951)
Consultants costs		(123, 869)	(228,311)
Corporate and administrative expenses		(177, 461)	(183, 292)
Loss before income tax		(1, 597, 931)	(1,702,709)
Income tax benefit
Loss from continuing operations	3	(1, 597, 931)	(1,702,709)
Profit from discontinued operations		178,600	45,808
Net loss for the half year		(1, 419, 331)	(1,656,901)
Loss attributable to members of Immuron Limited		(1, 419, 331)	(1,656,901)
Basic earnings per share		Cents	Cents
(Loss) from continuing operations attributable to the
ordinary equity holders of the company		(1.23)	(1.66)
Profit from discontinued operations		0.14	0.04
(Loss) attributable to the ordinary equity holders of the
company		(1.09)	(1.62)
Diluted earnings per share
(Loss) from continuing operations attributable to the
ordinary equity holders of the company		(1.23)	(1.66)
Profit from discontinued operations		0.14	0.04
(Loss) attributable to the ordinary equity holders of the
company		(1.09)	(1.62)
NTA Backing
Net tangible asset backing per ordinary share		Cents 0.37	Cents 1.05

The above Income Statement should be read in conjunction with the accompanying notes.

Immuron Limited (formerly Anadis Limited) Balance Sheet 31 December 2008

	31 December 2008	30 June 2008
	\$	\$
ASSETS
CURRENT ASSETS
Cash & cash equivalents	500,827	1,090,824
Trade & other receivables	116,621	269,086
Inventories	112,739	161,263
Other assets	273,439	155,441
TOTAL CURRENT ASSETS	1,003,626	1,676,614
NON-CURRENT ASSETS
Property, plant and equipment	109,861	223,307
Other assets	6,417
Investments	31	31
TOTAL NON-CURRENT ASSETS	116,309	223,338
TOTAL ASSETS	1,119,935	1,899,952
LIABILITIES
CURRENT LIABILITIES
Trade & other payables	440,610	630,810
Provisions	32,440	23,956
Other	110,638	134,926
TOTAL CURRENT LIABILITIES	583,688	789,692
NON-CURRENT LIABILITIES
Provisions	2,563	22,944
TOTAL NON-CURRENT LIABILITIES	2,563	22,944
TOTAL LIABILITIES	586,251	812,636
NET ASSETS	533,684	1,087,316
EQUITY
Contributed equity	21,364,008	20,583,347
Reserves	357,934	272,896
Accumulated losses	(21, 188, 258)	(19, 768, 927)
TOTAL EQUITY	533,684	1,087,316

The above Balance Sheet should be read in conjunction with the accompanying notes.

Immuron Limited (formerly Anadis Limited) Statement of Recognised Income and Expense half-year ended 31 December 2008

	Half-year
	2008	2007
	\$	S
Net expense recognised directly in equity
(Loss) for the half-year	(1, 419, 331)	(1,656,901)
Total recognised income and expense for the period	(1, 419, 331)	(1,656,901)

The above Statement of Recognised Income and Expense should be read in conjunction with the accompanying notes.

Immuron Limited (formerly Anadis Limited) Cash Flow Statement half-year ended 31 December 2008

	Half-year
	2008 Inflow /	2007 Inflow/
	(Outflow)	(Outflow)
	S	S
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers (inclusive of goods and services
$\tan$ )	420,385	4,307,607
Payments to suppliers and employees (inclusive of goods
and services tax)	(1,912,809)	(5,924,795)
Interest received	(1,492,424)	(1,617,188)
Grants received	17,348	9,937
	144,668	269,118
Net Cash (outflow) from Operating Activities	(1,330,408)	(1, 338, 133)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment		(14, 414)
Net Cash inflow/(outflow) from Investing Activities		(14, 414)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares & other equities	742,784	804,310
Share placement costs	(2, 373)	(9,980)
Net Cash inflow from Financing Activities	740,411	794,330
Net (decrease) in cash $\&$ cash equivalents	(589, 997)	(558, 217)
Cash and cash equivalents at beginning of financial year	1,090,824	672,643
Cash and cash equivalents at the end of the half-year	500,827	114,426

The above Cash Flow Statement should be read in conjunction with the accompanying notes.

Note 1. Summary of significant accounting policies

Basis of preparation

This general purpose financial report for the interim half-year reporting period 31 December, 2008 has been prepared in accordance with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001.

This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report of the year ended 30 June, 2008 and any public announcements made by Immuron Limited during the interim reporting period with the continuous disclosure requirements of the Corporations Act 2001.

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.

Going concern

At 31 December 2008 and 30 June 2008, the Company's cash and investments were \$500,827 and \$1,090,824, respectively, and for the half year's ended 31 December 2008 and 31 December 2007, the Company experienced operating losses of \$1,419,331 and \$1,656,901, and operating net cash outflows of \$1,330,408 and \$1,338,133, respectively. These outflows arose from expenses associated with research and development programs and commercialisation initiatives. As a result of the continuing losses and cash outflows from operations, the Directors have assessed the Company's ability to continue as a going concern and to pay its debts as and when they fall due.

The Company's ability to fund its operations is dependent upon obtaining income from the commercialisation of its research and development projects, supplemented by the receipt of funds from various grants, and from the raising of additional capital through new sources of financing. Ultimately, the Company's continuation as a going concern is dependent upon achieving profitable operations through the successful commercialisation of its products and technology.

As a result of the difficulty in predicting the timing and quantum of income from the commercialization of its products and technology, there is significant uncertainty whether the Company will be able to continue as a going concern and realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.

However, the directors are confident that the Company's planned initiatives will be successfully achieved during the next twelve months and provide adequate access to financial resources. The company has had a successful history of obtaining research grants and the Directors are very confident that, along with the ongoing receipts from existing grants, the Company will be successful in obtaining new grants. The directors are also confident of the company's ability to raise further capital if the need arises.

Accordingly, the Directors have prepared the financial statements on a going concern basis. As such, the financial statements do not include any adjustments as to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the entity not continue as a going concern.

Note 2. Segment information

(a) Primary reporting format- business segments

2008 Half year		Hyper Immune		Total Continuing	Discontinued
Segment revenue	R & D	Products	Other	Operations	Operations	Total
Sales to external customers	$\blacksquare$	220,290	$\overline{\phantom{a}}$	220,290	w	220,290
Other income	144,668	$\qquad \qquad \blacksquare$	17,348	162,016		162,016
Total segment revenue	144,668	220,290	17,348	382,306		382,306
Segment result
Profit (Loss) before income tax	(671, 031)	(93,359)	(833.541)	(1, 597, 931)	178,600	(1,419,331)
Income tax expense
Profit (Loss) for half year	(671, 031)	(93, 359)	(833.541)	(1,597,931)	178,600	(1, 419, 331)

The comparative figures for 2007 have been restated to indicate the results of the discontinued operations of the contract manufacturing business for the half year ended 31 December 2007.

2007 Half year	R & D	Hyper Immune Products	Other	Total Continuing Operations	Discontinued Operations	Total
Segment revenue
Sales to external customers	$\blacksquare$	146,241	$\overline{\phantom{a}}$	146,241	4,033,255	4,179,496
Other income	360,190		9.910	370,100		370,100
Total segment revenue	360,190	146,241	9,910	516.341	4,033,255	4,549,596
Segment result Profit (Loss) before income tax Income tax expense	(413,527)	(454, 939)	(834, 243)	(1,702,709)	45.808	(1,656,901)
Profit(Loss) for half year	(413,527)	(454, 939)	(834, 243)	(1,702,709)	45,808	(1,656,901)

Note 3 Discontinued operations

(a) On 22 February 2008 the Company sold its contract manufacturing division. This division operated a manufacturing plant principally for the manufacture of third party health food products. The comparative figures for the half year to 31 December 2007 have been restated and the financial results of this division are recorded in the income statement as discontinued operations.

$(b)$

The consideration for the sale of this division consisted of two components:

• (1) Proceeds and amounts receivable from the sale of inventories and net assets, amounting to \$813,334, which had been recorded in the accounts for the year ended 30 June 2008; and
• (2) an earn out amount representing a share of profits earned by the purchaser over a twelve month period. In the period to 31 December 2008 the Company's share of the earn out profits amounted to \$178,600. This amount has been disclosed in the income statement as profit from discontinued operations.
• (c) Financial performance and cash flow information for the respective six monthly periods is a follows

	Half year 31 December 2008 \$	Half year 31 December 2007 S
(1) Financial performance
Profit attributable to discontinued operations were as follows:
Revenue Expenses		4,033,255
Profit / (Loss) before income tax Income tax expense		3,987,447 45,808
Profit / (Loss) after income tax of discontinued operations		45,808
Gain on sale of division before income tax Income tax expense	178,600
Gain on sale after income tax	178,600	45,808
Profit from discontinued operations	178,600	45,808
(2) Cash flow information
Net cash flow from operating activities		208,099
Net cash inflow (outflow) from investing activities		(8, 472)
Net cash from financing activities
Net increase in cash generated by the division		199,627

Note 4. Equity movements

(1) Contributed equity		2008 Shares	2007 Shares	2008 S	2007 \$
Contributed equity at beginning of half year		126,732,766	98,346,153	20,583,347	18,750,743
Issue of ordinary shares and options during the half-year
Issue of shares for cash at \$0.152 per share on 11 July 2007, with an attaching option Issue of shares for cash at \$0.14 per share on 22 August 2007, with an attaching option			650,000		98,800
Less value of options transferred to Options Reserve			5,039,361		705,510
					(65, 945)
Issue of shares for cash at \$0.05 per share on 10 November 2008		7,705,950		385,297
Issue of shares to Director in lieu of salary at \$0.05 per share as approved at the Annual General Meeting on 19 November 2008		805,000		40,250
Issue of shares for cash at \$0.05 per share on 16 December 2008		7,516,674		375,834
Less costs associated with equity raisings				(20, 720)	(50,000)
		16,027,624	5,689,361	780,661	688,365
Contributed equity at end of half year		142,760,390	104,035,514	\$21,364,008	\$19,439,108
(2) Reserves Options Reserves				\$
Balance of reserve at 1 July 2008				272,896
Option expense - options issued to employees				85,038
Balance 31 December 2008				357,934
No options were issued during the half year.
The total value of options issued to current employees as part of their employment contracts amounted to				337,837
The amount expensed from the granting of the option up to 31 December 2008 amounted to				211,669
Balance of options cost still to be amortised at 31 December 2008				\$126,168

Immuron Limited Directors' Declaration

In the Directors' opinion:

• (a) the financial statements and notes set out on pages 7 to 14 are in accordance with the Corporations Act 2001, including;
• 1. complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
• 1. giving a true and fair view of the Company's financial position as at 31 December 2008 and of its performance for the half year ended on that date; and
• (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Directors.

$\sim$ Signed

C B Chapman Director

A L Nudel Director

Melbourne 26 February, 2009

PRICEWATERHOUSE COPERS

PricewaterhouseCoopers ABN 52 780 433 757

Freshwater Place 2 Southbank Boulevard SOUTHBANK VIC 3006 GPO Box 1331L MELBOURNE VIC 3001 DX 77 Website:www.pwc.com/au Telephone +61 3 8603 1000 Facsimile +61 2 8603 1999

Independent Auditor's Review Report

to the members of Immuron Limited (formerly Anadis Limited)

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of Immuron Limited (formerly Anadis Limited), which comprises the balance sheet as at 31 December 2008, and the income statement, statement of recognised income and expense and cash flow statement for the half-year ended on that date, other selected explanatory notes and the directors' declaration for Immuron Limited (formerly Anadis Limited) (the company).

Directors' Responsibility for the Half-Year Financial Report

The directors of the company are responsible for the preparation and fair presentation of the halfyear financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the half-year financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor's Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of an Interim Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the entity's financial position as at 31 December 2008 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of Immuron Limited (formerly Anadis Limited), ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. It also includes reading the other information included with the financial report to determine whether it contains any material inconsistencies with the financial report. A review is

PriceWATERHOUSE COPERS ®

substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

For further explanation of a review, visit our website http:/www.pwc.com/au/financialstatementaudit.

While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our review was not designed to provide assurance on internal controls.

Our review did not involve an analysis of the prudence of business decisions made by directors or management.

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001.

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Immuron Limited (formerly Anadis Limited) is not in accordance with the Corporations Act 2001 including:

(a) giving a true and fair view of the entity's financial position as at 31 December 2008 and of its performance for the half-year ended on that date; and

(b) complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001.

Significant Uncertainty Regarding Continuation as a Going Concern

Without qualifying our opinion, we draw attention to Note 1 in the interim financial report which indicates that the company incurred a net loss of \$1.4 million and net cash outflows from operating activities of \$1.3 million during the half-year ended 31 December 2008. These conditions, along with other matters as set forth in Note 1, indicate the existence of a significant uncertainty which may cast significant doubt about the company's ability to continue as a going concern.

PeicentacohouseCaopete

PricewaterhouseCoopers

Nixa Hatter

Lisa Harker Partner

Melbourne 26 February 2009