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Immuron Ltd — Capital/Financing Update 2012
Jan 15, 2012
35121_rns_2012-01-15_0e2e4dbb-1b83-43c2-9ff2-f386b285260b.pdf
Capital/Financing Update
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Appendix 3B New issue announcement
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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.
Name of entity
Immuron Limited 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).
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1 +Class of +securities issued or to be Fully paid ordinary shares issued
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2 Number of[+] securities issued or to be Maximum number that can be issued, based on issued (if known) or maximum number the current exchange rate between the $A and which may be issued $CA, is 20,525,873 ordinary shares. Final number to be issued will depend on the exchange rate as at date of conversion.
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3 Principal terms of the[+] securities (eg, if Immuron has entered into a convertible options, exercise price and expiry date; debenture agreement. Funds drawn down under if partly paid[+] securities, the amount this agreement will be in $Canadian ($CA) and outstanding and due dates for payment; if +convertible securities, the can be converted into fully paid ordinary shares no later than 3 years from the date of the
-
conversion price and dates for drawdown of funds.
-
conversion)
-
See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 1
Appendix 3B New issue announcement
- 4 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?
YES
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
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5 Issue price or consideration Conversion price is $A0.0473 per share 6 Purpose of the issue (If issued as consideration for the Funds drawn down under the debenture facility will be acquisition of assets, clearly used for working capital purposes. identify those assets)
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7 Dates of entering[+] securities into uncertificated holdings or despatch Future conversion date cannot be indicated at this of certificates point of time.
Number +Class 8 Number and[+] class of all[+] securities 362,244,840 Ordinary shares quoted on ASX ( including the securities in clause 2 if applicable) 2,752,230 Options expiring 15 December 2013
- See chapter 19 for defined terms.
24/10/2005
Appendix 3B Page 2
Appendix 3B New issue announcement
| 9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable) |
Number | +Class |
|---|---|---|
| 500,000 750,000 2,657,143 658,785 2,460,000 4,000,000 |
Options IMCJB1 Expiring 31 January 2012 Options IMCJB2 Expiring 31 May 2013 Options IMCAM Expiring 31 May 2012 Options IMCAJ Expiring 30 June 2012 Options IMCAA Expiring 31 August 2012 Options IMCSO Expiring30 June 2014 |
- 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Not applicable.
Part 2 - Bonus issue or 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 subregisters) be aggregated for | ||
| calculating entitlements? | ||
| 17 | Policy for deciding entitlements in | |
| relation to fractions | ||
| 18 | Names of countries in | which the |
| entity has+security holders who | ||
| will not be sent new issue |
||
| documents | ||
| Note: Security holders must be | told how their | |
| entitlements are to be dealt with. | ||
| Cross reference: rule 7.7. |
- See chapter 19 for defined terms.
Appendix 3B Page 3
1/1/2003
Appendix 3B New issue announcement
| 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 prospectus or Product Disclosure Statement 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 |
|
|---|---|
- See chapter 19 for defined terms.
Appendix 3B Page 4
1/1/2003
Appendix 3B New issue announcement
of their entitlements (except by sale through a broker)? 33 +Despatch date
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
34 Type of securities Not applicable ( tick one ) (a)[Securities described in Part 1. ]
- (b)[All other securities ]
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or documents
35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders
36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over
37 A copy of any trust deed for the additional[+] securities
- See chapter 19 for defined terms.
Appendix 3B Page 5
1/1/2003
Appendix 3B New issue announcement
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 date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)
- See chapter 19 for defined terms.
Appendix 3B Page 6
1/1/2003
Appendix 3B New issue announcement
Quotation agreement
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1 Quotation of our additional[+] securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.
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2 We warrant the following to ASX.
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The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
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There is no reason why those[+] securities should not be granted[+] quotation.
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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
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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.
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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.
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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.
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4 We give ASX the information and documents required by this form. If any information or document not available now, 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: 16 January 2012 ........................
Print name: Graeme Stevens Company Secretary .........................................................
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 7