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Immuron Ltd — Capital/Financing Update 2012
Jan 15, 2012
35121_rns_2012-01-15_d61a229e-49e7-4228-97e1-3ec7b3df09b4.pdf
Capital/Financing Update
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ABN: 80 063 114 045 Level 1, 39 Leveson Street North Melbourne, Vic 3051 Tel: +61 3 8637 1107 Fax: +61 3 9328 1675 www.immuron.com
16 January 2012
The Manager The Company Announcements Office Australian Stock Exchange Sydney NSW 2000
Notice under section 708A of the Corporations Act 2001 (Cth) (Act)
On 29 November 2011 Immuron Limited ( Company ) (ASX: IMC) announced that the Company had entered a funding agreement ( Debenture Subscription Agreement ) with Paladin Labs Inc. ( Paladin ) pursuant to which Paladin would, subject to certain funding conditions, provide the Company with up to CAD$1.5m in the form of a secured convertible debenture.
As foreshadowed in that announcement, the Company has today executed a secured convertible debenture with Paladin for CA$1.0m ( Debenture ). Pursuant to the Debenture Subscription Agreement the Company also has an option (not an obligation) to secure up to a further CA$500,000 (upon complying certain funding conditions) by the issue of another secured convertible debenture upon the same terms. The Debenture has a maturity date of 3 years from its date of issue.
The number of shares into which the Debenture may convert is based upon an issue price equal to the principal outstanding (in Canadian Dollars) under the Debenture (at the time of conversion) divided by Australian $0.0473, provided that without obtaining prior approval from the Company's shareholders, the maximum number of shares which may be issued is equal to the lesser of Company's permitted authority under ASX Listing Rule 7.1 (as at the date of entry into the Debenture) and the number of shares which, when added to the total number of shares in which the Paladin has a relevant interest (as that term is defined in the Corporations Act 2001 (Cth) (the “Corporations Act”)) at that time, would give Paladin a relevant interest in 19.9%.
In issuing the Debenture, the Company relies on Section 708(5) of the Corporations Act 2001 ( Act ). The Company gives notice pursuant to section 708A(5)(e) of the Act that:
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the Company issued the Debenture on 22 December 2011 (being a date within 5 business days of the date of this notice) without disclosure to investors under Part 6D.2 of the Act;
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the Company will be issuing Shares upon conversion of the Debenture without disclosure to investors under Part 6D.2 of the Act;
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as at the date of this notice, the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company and section 674 of the Act; and
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as at the date of this notice there is no information to be disclosed that is “excluded information” under subsections 708A(7) and 708A(8) of the Corporations Act, being information:
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(a) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and
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(b) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:
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(i) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or
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(ii) the rights and liabilities attaching to the Shares.
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Yours faithfully
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Graeme Stevens Company Secretary Immuron Limited
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