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Immuron Ltd Share Issue/Capital Change 2012

Jul 8, 2012

35121_rns_2012-07-08_e1c8a75a-6a64-4207-984d-c1efd9b443dc.pdf

Share Issue/Capital Change

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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).

1
+Class of+securities issued or to be
issued
2
Number of+securities issued or to be
issued (if known) or maximum number
which may be issued
3
Principal terms of the+securities (eg, 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)
Options
103,524,139 Options issued in accordance with
Prospectus dated 6 July 2012.
Options are to be issued as Bonus Options to
all shareholders registered as at 7.00pm
AEST on the record date of 23 July 2012.
The options to be issued will be in the ratio of
1 option for every 4 shares held as at the
record date.
  • 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?
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)
7
Dates of entering+securities
into uncertificated holdings
or despatch of certificates
8
Number and+class of all
+securities quoted on ASX
(_including_the securities in
clause 2 if applicable)
YES YES
No consideration will be received from the issue of the
options.
Issued as bonus options to all shareholders.
Expected date is 27 July 2012.
Number +Class
414,096,557
2,752,230
116,024,139
Ordinary shares
Options expiring 15 December 2013
Options expiring 30 April 2015
  • 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)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
750,000
658,785
2,460,000
4,000,000
20,525,873
579,736
1,186,729
Options IMCJB2
Expiring 31 May 2013
Options IMCAJ
Expiring 30 June 2012
Options IMCAA
Expiring 31 August 2012
Options IMCSO
Expiring 30 June 2014
This is the maximum number of
ordinary shares that can be
issued to Paladin Labs Inc.
under the terms of the
convertible debenture entered
into in January 2012. The
conversion into fully paid
ordinary shares is to be no later
than January 2015.
Options IMCRM1
Expiring 30 November 2021
Options IMCRM2
Expiring 17 January 2022
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
No
Non- renounceable issue of bonus options
1 Option for every 4 shares held as at record
date of 23 July2012.
Options with an expiry date of 30 April 2015.
7.00pm AEST 23 July2012
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

Appendix 3B New issue announcement

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.
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
Yes
Fractions will be rounded up to the nearest
whole number
All shareholders will be entitled to participate
in the issue of the bonus options.
Not applicable
Not applicable
Not applicable
Not applicable

Not applicable
Not applicable
No
Prospectus
will
be
forwarded
to
all
shareholders on 27 July 2012.
The issue of the bonus options is not available
to existing option holders.
Not applicable
  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 4

Appendix 3B New issue announcement

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
+Despatch date
Not applicable
Not applicable
Not applicable
Not applicable
Anticipate
holding
statements
will
be
dispatched on or before 27 July 2012

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities Options expiring 30 April 2015. ( 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
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

Appendix 3B New issue announcement

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 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)
2
Number and+class of all+securities
quoted on ASX (_including_the
securities in clause 38)
Number +Class

Quotation agreement

  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 6

Appendix 3B New issue announcement

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 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.

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Sign here: ......Date: 9 July 2012 ........................ Print name: Graeme Stevens Company Secretary .........................................................

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7