Announcement PDF 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 a) b) c) d) Ordinary Shares (IMC) Ordinary Shares (IMC) Unlisted Options (NEW CLASS) Convertible Note 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued a) b) c) d) 294,118 2,000,000 1,000,000 678,000 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) a) Fully Paid Ordinary Shares (IMC) b) Fully Paid Ordinary Shares (IMC) c) Unlisted Options exercisable at $0.570 per th option on or before 24 February 2019 (NEW CLASS). d) $678,000 Face Value Convertible Note repayable over an 18mth period settled at the Company’s discretion by way of either: the issuance of new Shares at a 10% discount to 5 day VWAP over the 20 days prior to a repayment date; or a cash repayment of the due amount plus a 2.5% premium. + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 1 4 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? a) b) c) d) 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 Yes (IMC) Yes (IMC) Yes, upon exercise (IMC) Yes, if shares are elected for repayment (IMC) 5 Issue price or consideration a) $0.34 per share b) Nil consideration c) Nil consideration d) $600,000 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) a-d) Issue in accordance with executed funding agreement with a New York based Investment fund provider th announced to the ASX on 17 Feb 2016. 6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? Yes If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i th 6b The date the security holder resolution under rule 7.1A was passed Wednesday, 25 November 2015 6c Number of +securities issued without security holder approval under rule 7.1 a) b) c) d) 6d Number of +securities issued with security holder approval under rule 7.1A Nil 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) Nil 6f Number of +securities issued under an exception in rule 7.2 Nil 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. N/A + See chapter 19 for defined terms. 04/03/2013 294,118 Ordinary Fully Paid Shares 2,000,000 Ordinary Fully Paid Shares 1,000,000 Unlisted Options 678,000 Convertible Notes Appendix 3B Page 2 6h If +securities were issued under rule 7.1A for noncash consideration, state date on which valuation of consideration was released to ASX Market Announcements N/A 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 Refer to the attached Appendix 1 7 +Issue dates Wednesday, 24 February 2016 th 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. 8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable) Number +Class 76,715,391 Fully Paid Ordinary Shares (IMC) 2,000,000 Fully Paid Ordinary Shares (IMC) held in escrow as security for any repayment default of the Convertible Loan. These will either be purchased by the Investor or cancelled at end of agreement. 9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable) Qty Amount 2,972,763 793,650 $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 $0.500 27 Nov 2019 IMCAI $0.570 24 Feb 2019 NEW 1,000,000 12,278,510 Qty 678,000 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) + See chapter 19 for defined terms. 04/03/2013 +Class (Options over Ordinary Shares) Exercise Expiration ASX Price Date Code $0.376 31 Mar 2016 IMCAI Total +Class (Convertible Notes) $678,000 Face Value Convertible Note repayable over an 18mth period settled at the Company’s discretion by way of either: - the issuance of new Shares at a 10% discount to 5 day VWAP over the 20 days prior to a repayment date; or - a cash repayment of the due amount plus a 2.5% premium. Unchanged Appendix 3B Page 3 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 renunciations for receipt 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) + See chapter 19 for defined terms. 04/03/2013 of acceptances or Appendix 3B Page 4 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 entitlements (except by sale through a broker)? 33 +Issue date of their 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 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. 04/03/2013 Appendix 3B Page 5 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 +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 42 +Class Number and +class of all +securities quoted on ASX (including the +securities in clause 38) + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 6 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. Sign here: ________________________ Company Secretary & CFO Print name: Peter Vaughan th Date: Wednesday, 24 February 2016 The CFO Solution Wednesday 24th February 2016 + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 7 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 Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue 74,964,232 Add the following: • Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2 1,457,041 (LR 7.3) • 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 Subtract the 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 + See chapter 19 for defined terms. 04/03/2013 11,463,191 Appendix 3B Page 8 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued: 3,294,118 • 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 “C” 3,294,118 Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 “A” x 0.15 11,463,191 Note: number must be same as shown in Step 2 Subtract “C” 3,294,118 Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 8,169,073 [Note: this is the remaining placement capacity under rule 7.1] + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 9 Part 2 Rule 7.1A – Additional placement capacity for eligible entities Step 1: Calculate “A”, the base figure from which the placement capacity is calculated “A” 76,421,273 Note: number must be same as shown in Step 1 of Part 1 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 Insert number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Nil 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 “E” Nil Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A “A” x 0.10 7,642,127 Note: number must be same as shown in Step 2 Subtract “E” Nil Note: number must be same as shown in Step 3 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 10 ASX ANNOUNCEMENT Notice Under Section 708A(5) of the Corporations Act [ASX Code: IMC] th Wednesday 24 February 2016 This notice is given under paragraph (5)(e) of section 708A of the Corporations Act. Type: Shares Shares Options Convertible Note Class/Description: Ordinary Fully Paid Ordinary Fully Paid Unlisted Options exercisable at $0.570 per option on or th before 24 Feb 2019. N/A ASX Code: IMC IMC NEW CLASS N/A th th th th Date of Issue: 24 Feb 2016 24 Feb 2016 24 Feb 2016 24 Feb 2016 Number Issued: 294,118 2,000,000 1,000,000 N/A Issue Price: $0.34 Nil Consideration Nil Consideration $600,000 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. 3. as at the date of this notice the Company has complied with: (i) the provisions of Chapter 2M Corporations Act as they apply to the Company; and (ii) section 674 Corporations Act; and 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, Peter Vaughan Company Secretary + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 11