Immuron Ltd — Share Issue/Capital Change 2015

Dec 3, 2015

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of Entity

Immuron Limited (ASX: IMC)

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 (e.g. 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) 4 Do the+securities rank equally in all respects from the+issue date 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	a) Ordinary Shares (IMC) b) Unlisted Options (NEW CLASS)
	a) 546,875 b) 6,000,000
	a) Fully Paid Ordinary Shares (IMC) b) Unlisted Options exercisable at $0.50 per option on or before 27thNovember 2019 (NEW CLASS).
	a) Yes (IMC) b) Yes, upon exercise (IMC)

• See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 1

5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6hin relation to the +securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the+issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non- cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	a) $0.16 per share b) Nil consideration
	a) As per resolution 4 approved by shareholders at the Annual General Meeting of the Company held on 25th November 2015. b) As per resolution 5A-5D approved by shareholders the Annual General Meeting of the Company held on 25th November 2015.
	Yes
	Wednesday, 25thNovember 2015
	Nil
	Nil
	a) 546,875 Ordinary Fully Paid Shares (IMC) b) 6,000,000 Unlisted Options (NEW CLASS)
	Nil
	N/A
	N/A
	Refer to the attached Appendix 1
	Friday, 27thNovember 2015

• See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 2

Number +Class 8 Number and[+] class of all[+] securities quoted 76,421,273 Fully Paid Ordinary Shares (IMC) on ASX (including the[+] securities in section 2 if applicable) Qty +Class (Options over Ordinary 9 Number and[+] class of all[+] securities not Amount Exercise Expiration quoted on ASX (including the[+] securities in Price Date section 2 if applicable)

Qty +Class(Options over OrdinaryShares) Amount Exercise Price Expiration Date ASX Code 2,972,763 $0.376 31 Mar 2016 IMCAI 793,650 $0.276 30 Jun 2016 IMCAI 1,250,000 $0.456 4 Dec 2016 IMCAI 62,500 $1.556 1 Nov 2017 IMCSO2 14,493 $1.944 30 Nov 2021 IMCRM1 29,668 $1.876 17 Jan 2022 IMCRM2 15,380 $1.892 28 Feb 2019 IMCAI 140,056 $0.300 28 May 2019 IMCAI 6,000,000 $0.50 27 Nov 2019 NEW 11,278,510 Total 9 Number and+class of all+securities not quoted on ASX (includingthe+securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) Unchanged		Qty		+Class(Options over OrdinaryShares)
		Amount		Exercise Price	Expiration Date	ASX Code
		2,972,763		$0.376	31 Mar 2016	IMCAI
		793,650		$0.276	30 Jun 2016	IMCAI
		1,250,000		$0.456	4 Dec 2016	IMCAI
		62,500		$1.556	1 Nov 2017	IMCSO2
		14,493		$1.944	30 Nov 2021	IMCRM1
		29,668		$1.876	17 Jan 2022	IMCRM2
		15,380		$1.892	28 Feb 2019	IMCAI
		140,056		$0.300	28 May 2019	IMCAI
		6,000,000		$0.50	27 Nov 2019	NEW
		11,278,510		Total
			Unchanged

Part 2 - 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 offer 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

• See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 3

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	offer
	documents 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 entitlementsin full
	through a broker?
31	How do security holders sellpartof	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	+Issue date

Part 3 - Quotation of securities

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

• 34 Type of[+] securities (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

• See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 4

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 ntities 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+issue date 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 (includingthe+securities in clause 38)	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 ntities 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+issue date 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 (includingthe+securities in clause 38)	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 ntities 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+issue date 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 (includingthe+securities in clause 38)
	Number	+Class

Entities that have ticked box 34(b)

• See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 5

Quotation agreement

• 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 is not available now, we 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: Thursday, 3[rd] December 2015

Company Secretary & CFO

Print name: Peter Vaughan

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Thursday 3[rd] December 2015

The CFO Solution

• See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 6

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Rule 7.1 – Issues exceeding 15% of capital	Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the+issue date or date of agreement to issue	74,964,232
Addthe following: • Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid+ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	1,457,041 (LR 7.3)
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
“A”	76,421,273

Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	11,463,191

• See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 7

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used	Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used	Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
	Insertnumber of+equity securities issued or agreed to be issued in that 12 month periodnot countingthose issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	Nil
	“C”	Nil

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1	Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1	Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
	“A” x 0.15 Note: number must be same as shown in Step 2	11,463,191
	Subtract“C” Note: number must be same as shown in Step 3	Nil
	Total[“A” x 0.15] – “C”	11,463,191 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 8

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Rule 7.1A – Additional placement capacity for eligible entities	Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	76,421,273

Step 2: Calculate 10% of “A”

Step 2: Calculate 10% of “A”	Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	7,642,127

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used	Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used	Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
	Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	Nil
	“E”	Nil

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
	“A” x 0.10 Note: number must be same as shown in Step 2	76,421,273
	Subtract“E” Note: number must be same as shown in Step 3	Nil
	Total[“A” x 0.10] – “E”	7,642,127 [Note: this is the remaining placement capacity under rule 7.1A]

• See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 9

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ASX ANNOUNCEMENT

Notice Under Section 708A(5) of the Corporations Act [ASX Code: IMC]

Thursday 3[rd] December 2015

This notice is given under paragraph (5)(e) of section 708A of the Corporations Act.

Type:	Shares	Options
Class/Description:	Ordinary Fully Paid	Unlisted
ASX Code:	IMC	NEW CLASS
Date of Issue:	Friday, 27thNovember 2015	Friday, 27thNovember 2015
Number Issued:	546,875	6,000,000
Issue Price:	$0.16	Nil Consideration

The Company intends to apply to Australian Stock Exchange Limited for quotation of the above shares.

Accordingly the Company gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (the "Corporations Act") that:

1. the abovementioned ordinary shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

2. as at the date of this notice the Company has complied with:

3. (i) the provisions of Chapter 2M Corporations Act as they apply to the Company; and

4. (ii) section 674 Corporations Act; and

5. as at the date of this notice there is no "excluded information" (as defined in subsection 708A(7) of the Corporations Act) which is required to be disclosed by the Company.

For and on behalf of the Company,

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Peter Vaughan Company Secretary

• See chapter 19 for defined terms. 04/03/2013

Appendix 3B Page 10