Immuron Ltd (IMRN) 6-K, filed Sep 28, 2020

Immuron Ltd 6-K, filed Sep 28, 2020

About this 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the Month of September 2020

Commission File Number: 001-38104

IMMURON LIMITED

(Name of Registrant)

Level 3, 62 Lygon Street, Carlton South,Victoria, 3053, Australia

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

IMMURON LIMITED

EXPLANATORY NOTE

Immuron Limited (the “Company”) published four announcements (the “Public Notices”) to the Australian Securities Exchange on September 25, 2020 titled:

-	“Annual Report June 30, 2020”
-	“Appendix 4G June 30, 2020”
-	“Corporate Governance Statement 2020”
-	“Notice of Annual General Meeting/Proxy Form 2020”

Copies of the Public Notices are attached as exhibits to this report on Form 6-K.

This report on Form 6-K (including the exhibits hereto) shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

EXHIBITS

Exhibit<br><br>Number	Description
99.1	Annual Report
99.2	Appendix 4G
99.3	Corporate Governance Statement
99.4	Notice of Annual General Meeting/Proxy Form

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	IMMURON LIMITED
Date: September 25, 2020	By:	/s/ Phillip Hains
		Phillip Hains
		Company Secretary

Exhibit 99.1

Immuron Limited

ABN 80 063 114 045

Annual report - 30 June 2020

Corporate directory	1
Chairman's letter	3
Review of operations and activities	6
Directors' report	10
Directors and company secretary	11
Principal activities	11
Dividends - Immuron Limited	11
Review of operations	11
Significant changes in the state of affairs	11
Events since the end of the financial year	12
COVID-19	12
Likely developments and expected results of operations	12
Environmental regulation	12
Information on directors	13
Company secretary	16
Meetings of directors	17
Remuneration report (audited)	18
Shares under option	27
Insurance of officers and indemnities	28
Proceedings on behalf of the company	28
Non-audit services	28
Auditor's independence declaration	28
Rounding of amounts	29
Corporate governance statement	31
Financial statements	33
Independent auditor's report to the members	81
Shareholder information	85

ImmuronLimited

Corporatedirectory

Directors	Dr Roger Aston
	Independent Non-Executive Chairman
	Mr Peter Anastasiou
	Executive Vice Chairman
	Dr Gary Jacob (appointed 17 April 2019, resigned 25
	March 2020)
	Executive Director and Chief Executive Officer
	Mr Daniel Pollock
	Independent Non-Executive Director
	Mr Stephen Anastasiou
	Independent Non-Executive Director
	Prof. Ravi Savarirayan
	Independent Non-Executive Director
	Mr Richard Berman (appointed 1 July 2018, resigned 17
	October 2019)
	Independent Non-Executive Director
Secretary	Mr Phillip Hains
Registered office	Level 3, 62 Lygon Street<br><br> <br>Carlton VIC 3053<br><br> <br>Australia
	Telephone: +61 (0)3 9824 5254
	Facsimile: +61 (0)3 9822 7735
Principal place of business	Unit 10, 25-37 Chapman Street<br><br> <br>Blackburn North VIC 3130<br><br> <br>Australia
	Telephone: +61 (0)3 9824 5254
	Facsimile: +61 (0)3 9822 7735
Share register	Automic Pty Ltd
	Level 5, 126 Phillip Street
	Sydney Sydney 2000<br><br> <br>Australia
	Telephone: +61 (0)2 9698 5414
	Bank of New York 225<br><br> <br>Liberty Street<br><br> <br>New York NY 102286<br><br> <br>United States
	Telephone: +1 212 495 1784
Auditor	Grant Thornton Audit Pty Ltd
	Collins Square
	Tower 5, 727 Collins Street
	Melbourne VIC 3008 Australia
	Telephone: +61 (0)3 8320 2222

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ImmuronLimited

Corporate directory

(continued)

Solicitors	Francis Abourizk Lightowlers (FAL)
	Level 14, 144 William Street
	Melbourne VIC 3000<br><br> <br>Australia
	Telephone: +61 (0)3 9642 2252
	Carter Ledyard & Milburn LLP<br><br> <br>2 Wall Street
	New York NY 10005<br><br> <br>United States
	Telephone: +1 212 238 8605
	Sichenzia Ross Ference LLP<br><br> <br>1185 Avenue of the America's<br><br> <br>New York NY 10036
	United States
	Telephone: +1 212 930 9700
Bankers	National Australia Bank
	330 Collins Street
	Melbourne VIC 3000<br><br> <br>Australia
Stock exchange listings	Immuron Limited shares are listed on the Australian Securities Exchange (ASX: IMC) and NASDAQ (IMRN)
Website	www.immuron.com.au

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Chairman’s letter

Dear shareholders,

On behalf of the Immuron Board I am pleased to present the 2019-2020 annual report.

Much of the planet has suffered at the hands of the Covid-19 pandemic. I wish to thank our loyal staff, shareholders, and research partners for their support in these extraordinary and difficult circumstances. We have not sat on our hands during the crisis.

It is worth noting that the first three quarters of this financial year were exceptionally productive for sales of Travelan, our frontline OTC treatment for travellers’ diarrhoea. Gross worldwide sales to March 31 2020 were up 60 per cent with gross sales of AU$2.67 million compared to AU $1.41 million for the same period the year before. However, the unforeseeable spread of Covid-19 caused a substantial reduction in air travel and grounded all major airlines. As a result, we have seen a dramatic decline in sales, as forecast in our announcement on March 25. It is likely this global public health emergency will continue during 2020. We cannot expect a recovery of Travelan sales until carriers restore normal travel schedules.

We responded quickly to these testing global challenges and the restrictive measures governments have enforced. We refocused our resources into developing our R&D partnerships, in particular the US Department of Defence. The Naval Medical Research Centre has recently received written guidance from the US Food and Drug Administration (FDA) on the clinical development of a new, investigational drug we are developing to treat moderate to severe campylobacteriosis and enterotoxigenic escherichia coli (ETEC) infections.

Our manufacturing campaign proceeds as planned, the immunisation program is now complete, and we are on schedule to harvest the hyper-immune colostrum in September. We will use the colostrum to manufacture the drug for the proposed clinical studies behind treating moderate to severe campylobacteriosis and ETEC infections.

We reported the testing results of our commercial hyper-immune bovine colostrum against SARS- CoV-2 in July. Gratifyingly, Immuron’s hyper-immune colostrum, used to manufacture Travelan® and Protectyn®, showed antiviral activity against the Covid-19 virus in preliminary laboratory studies. This technology platform now offers a potential new oral therapeutic approach to target SARS-CoV-2 in the gastrointestinal tract, where Covid-19 causes inflammation and collateral damage.

Our own preliminary data potentially offer a new oral therapeutic approach to target and directly inhibit the virus and inflammatory mediators in the gastrointestinal tract. This research now warrants more evaluation to identify the inhibitory active substances our products. We have filed a provisional patent application to extend our intellectual property over the findings.

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With favourable share price movement in July and August 2020, we have strengthened our financial position by raising approximately US$20 million in additional capital.

On behalf of the Board I would like to thank our Chief Executive Officer, Dr Jerry Kanellos, and my fellow Board members. They have worked tirelessly in recent months to protect Immuron’s position in a threatening health and economic climate and maintained the development of our pipeline.

We look forward to building on our recent momentum and again thank you shareholders for your continued support.

Dr Roger Aston

Non-Executive Chairman

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Review of operations and activities

Key highlights

·	Closing of US$20 million Registered Direct Offering
·	Immuron’s IMM-124E used to manufacture Travelan®and Protectyn® demonstrates antiviral activity against the COVID-19 virus in laboratory studies
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·	US Department of Defence relationships remain strong
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·	NMRC received guidance from the FDA on the developmentof a new oral therapeutic targeting Campylobacter and ETEC
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·	Two human phase II clinical trials to be conductedin 2021
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·	One trial will focus on the ability of the hyperimmuneproduct to protect volunteers against moderate to severe campylobacteriosis
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·	The second trial will focus on ETEC infections
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·	COVID-19 pandemic impacts travel in all Travelan^®^territories
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·	IMM-124E/Travelan® US registration strategy –suspended
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·	IMM-529 Clinical Development - prioritized
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Financial review

Immuron Limited has reported a loss for the financial year ended 30 June 2020 of AUD $2,927,206 (30 June 2019: AUD $4,656,421). The group's net assets decreased to AUD $5,643,913 compared with AUD $7,351,136 at 30 June 2019, including cash reserves of AUD $3,250,468 (30 June 2019: AUD $5,119,887).

American depository shares (ADS) capital raise completed

In July 2020, the company successfully completed a US$20 million register direct offering of American Depository Shares (ADS). Immuron issued 1,006,668 ADSs, equivalent to 40,266,720 fully paid ordinary shares at a purchase price of US$18.75 per ADS (equivalent to US$0.469 per share) for gross proceeds of ~US$20 million. Each ADS represents forty (40) of the company’s ordinary shares. The proceeds will go towards the pre-clinical and clinical development of our therapeutic drug candidates, as well as for working capital. H.C. Wainwright and Co. acted as the exclusive placement agent for the offering.

Immuron’s IMM-124E used to manufactureTravelan® and Protectyn® demonstrates antiviral activity against the COVID-19 virus in laboratory studies

Part of the proceeds of the July 2020 capital raise will be used to further develop the antiviral activity reported against the severe acute respiratory syndrome coronavirus-2 (SARS-CoV-2), the virus that causes COVID-19. The company has been engaging with local, national, and international potential research collaborators to advance this work and assist in the further characterization of the neutralization activity of SARS-CoV-2 observed with our commercial hyper-immune colostrum. In July 2020 we announced the findings of 360 biolabs, a Melbourne based Contract Research Organization using the SARS-CoV-2 hCoV-19/Australia/VIC01/2020 virus obtained from Melbourne’s Peter Doherty Institute for Infection and Immunity. The in-vitro assessment of the neutralization of SARS-CoV-2 was performed on four production lots of product used to manufacture Travelan® and Protectyn®. The In-vitro susceptibility of the virus to IMM-124E was determined using the quantitative assay which measures virus replication in the presence of increasing concentrations of the product compared to replication in the absence of the product. The effective concentration of IMM-124E was reported as the concentration of the product at which virus replication is inhibited by 50 percent (EC50) or 90 percent (EC90).

All four production lots produced mean EC50 values of 40.5 to 91.9 ug/mL and inhibited viral replication at concentrations which there was no observed cell toxicity. The concentration of IMM-124E at which virus replication was inhibited by 90 percent (EC90) produced mean EC90 values ranging from 48.7 to 155.4 ug/mL for all four lots tested again at concentrations at which there was no observed cell toxicity. A commercially available high protein milk powder product was used as a placebo in the studies and produced EC50 values greater than the observed cellular cytotoxicity concentration of >4800 ug/mL. The control milk powder inhibited viral replication at doses >25,000 ug/mL and more importantly did not inhibit viral replication at doses which it was cytotoxic to cells. Another major finding made during the study was that cell viability in the presence of IMM-124E was greatly enhanced when compared to placebo. IMM-124E improved cell viability by 180 to 260% relative to controls. These results indicate that IMM-124E at concentrations which inhibited SARS-CoV-2 replication improved cell viability.

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US Department of Defence relationshipsremain strong

For all the disruption caused by the COVID-19 pandemic, our partnerships with components of the US Department of Defence remain strong, close, and strategically vital. We will continue the clinical development of a new oral therapeutic for traveller’s diarrhoea in conjunction with the US Naval Medical Research Centre. The initiative is in line with the more pressing demands the COVID-19 crisis has thrust upon international therapeutic research. Strong progress has been made since the easing of COVID-19 restrictions in NSW. We have now completed the vaccination campaign and will begin to harvest the colostrum in September this year. We are currently on track to manufacture the drug substance and drug product by the end of this year as planned. The Naval Medical Research Center (NMRC) has received written guidance from the U.S. Food and Drug administration (FDA) in relation to the clinical development pathway of the new drug which the company is developing to treat moderate to severe campylobacteriosis and Enterotoxigenic Escherichia coli (ETEC) infections. The Type B meeting with the FDA discussed the Chemistry, Manufacturing and Controls including the proposed release testing specifications of the product as well as the planned clinical studies evaluating the safety and efficacy of the product. Work on the Investigational New Drug application has been initiated.

COVID-19 pandemic impacts travel inall Travelan^®^ territories

The COVID-19 pandemic caused massive international travel restrictions in mid to late March 2020, affecting every Travelan^®^ market which had a flow-on effect to Q4 FY20 Travelan® sales due to the product’s positioning as a Travellers’ Diarrhoea preventative. Gross worldwide sales of Travelan® increased by 4% in the 2020 fiscal year with gross sales of A$2.7 million (net: A$2.5 million). This decline in global sales followed on from a strong period of ~60% growth in the first 3 quarters of 2020. In April we re-focussed our marketing to promote Travelan^®^ and its sister product, Protectyn^®^, for their gut and digestive health benefits. When travel stops and lockdown requirements see people isolated at home, dietary habits change, with an increasing prevalence of home food preparation and deliveries of take-away meals. With these adjustments comes the increased risk of variable personal and commercial food hygiene standards.

FDA registration for clinical developmentof IMM-124E/Travelan® to prevent travelers’ diarrhea suspended

In late March, this year the Immuron board of directors provided an update to the market regarding the current and future impact of COVID-19 on the company and implemented swift measures to protect the company’s long- term viability. Key among the strategies was a major cost-cutting drive to preserve cash reserves, and the temporary suspension of dilutive research. Though not taken lightly, we also made the decision to conserve cash reserves by suspending capital-hungry clinical trial work on our promising assets IMM-124 and IMM-529 until more certain times return. A series of other cost cutting, and savings steps were also initiated to shore up our medium to long-term cash position. During this time, the Board also accepted the resignation of Chief Executive Officer, Dr Gary S. Jacob in March, acknowledging the contribution he had made to the company during his tenure. Dr Jerry Kanellos was appointed Chief Executive Officer and in doing so, day-to-day control of strategy and operations returned to Australia.

The COVID-19 pandemic resulted in international travel restrictions and brought to an abrupt halt the travel plans of millions throughout the world. Many countries went into total lockdown with people unable to leave their homes except for very limited purposes. The pandemic has also caused significant disruptions to global clinical development with many planned studies being delayed, paused or closed. We have also suspend all work associated with the IND filing and postpone the planned phase III clinical program for IMM-124E to prevent Travelers’ Diarrhea which was on track to submit an IND application to the FDA in June 2020 and to begin recruitment in July 2020 to coincide with the Northern hemisphere summer holiday travel period. The International Air Transport Association has reported that the recovery in traffic has been very slow and probably will not return to pre-COVID-19 levels until 2024. The recovery in short-haul travel is expected to happen faster than for long haul travel.

IMM-529 trial in patients with Clostridiumdifficile infection (CDI)

Given the current international travel restrictions and the uncertainty of when international borders will be re- opened the company has decided to reprioritize its clinical development effort and focus resources on the development of IMM-529 to treat CDI patients through a formal filing of an IND with FDA. Part of the proceeds of the July 2020 capital raise will be used to develop and implement a new plan for IMM-529 to treat patients subject to recurrent disease, a major unmet medical need in the treatment of patients suffering with CDI.

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In these dangerous and uncertain circumstances, we extend our concern and thanks to staff, partners, and shareholders. Equally we acknowledge with sadness the pain, loss, and grief of the countless lives that have been stained—many forever—by this frightening event. We do hope things start to settle down and return to some normality once the COVID-19 situation is a part of history.

For and on behalf of the Company

Dr Jerry Kanellos

Chief Executive Officer

Immuron Limited

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ImmuronLimited

Directors'report

30June 2020

(continued)

Your directors present their report on the consolidated entity consisting of Immuron Limited and the entities it controlled at the end of, or during, the year ended 30 June 2020. Throughout the report, the consolidated entity is referred to as the group.

Directors and company secretary

The following persons held office as directors of Immuron Limited during the whole of the financial year and up to the date of this report, except where otherwise stated:

Dr Roger Aston, Independent Non-Executive Chairman

Mr Peter Anastasiou, Executive Vice Chairman

Dr Gary Jacob, Executive Director and Chief Executive Officer (resigned 25 March 2020)

Mr Daniel Pollock, Independent Non-Executive Director

Mr Stephen Anastasiou, Independent Non-Executive Director

Prof. Ravi Savarirayan, Independent Non-Executive Director

Mr Richard Berman, Independent Non-Executive Director (resigned 17 October 2019)

The following persons held office as company secretary of Immuron Limited during the whole of the financial year and up to the date of this report, except where otherwise stated:

Mr Phillip Hains

Principal activities

We are a commercial and clinical-stage biopharmaceutical company with a proprietary technology platform focused on the development and commercialization of a novel class of specifically targeted polyclonal antibodies that we believe can address significant unmet medical needs. Our oral polyclonal antibodies offer delivery within the gastrointestinal (“GI”) tract and essentially do not cross into the bloodstream, potentially leading to much improved safety and tolerability, without sacrificing efficacy. We currently market our flagship commercial products Travelan® and Protectyn® in Australia, both products are listed medicines on the Australian Register for Therapeutic Goods. Travelan® is an over-the-counter product indicated to reduce the risk of travelers’ diarrhea and is sold in pharmacies throughout Australia. Protectyn® is currently sold as a practitioner only brand and is marketed as an immune supplement to help maintain a healthy digestive function and liver. We also market Travelan® in Canada where it is licensed as a natural health product indicated to reduce the risk of travelers’ diarrhea, and presently market Travelan® in the U.S. as a dietary supplement for digestive tract protection.

We currently have two lead drug candidates in clinical development, which we believe have the potential to transform the existing treatment paradigms for moderate to severe campylobacteriosis, travelers’ diarrhea and for Clostridium difficile infections.

Dividends - Immuron Limited

No dividends were declared or paid to members for the year ended 30 June 2020 (2019: nil). The directors do not recommend that a dividend be paid in respect of the financial year.

Review of operations

Information on the operations and financial position of the group and its business strategies and prospects is set out in the review of operations and activities on pages 6 to 9 of this annual report.

Significant changes in the state of affairs

Other than the information disclosed in the review of operations and activities on pages 6 to 9, there are no significant changes in the state of affairs that the group has not disclosed.

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ImmuronLimited

Directors'report

30June 2020

(continued)

Events since the end of the financial year

On 24 July 2020, the company completed a capital raising comprising 1,066,668 American Depositary Shares (ADS) at US$18.75 per security. The gross proceeds to the company were US$20m. Direct costs of equity raising amounted to US$1.6m and additional discretionary amounts to KMP of AU$1.6m have been accounted for as an expense in the period after year end.

No matter or circumstance has arisen since 30 June 2020 that has significantly affected the group's operations, results or state of affairs, or may do so in future years.

COVID-19

Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have, on the group based on known information. This consideration extends to the nature of the products and services offered, customers, supply chain, staffing and geographic regions in which the group operates. Sales of Travelan have significantly dropped from March 2020 and as at reporting date it is unknown the prolonged effect that COVID-19 will continue to have on sales.

Likely developments and expected results of operations

The group aims to create value for shareholders through a two-pronged approach. In the short- and medium-term, Immuron Limited sells and licenses Travelan and Protectyn, over-the-counter products. Beyond this, the group is researching and clinically developing products, principally for the treatment of moderate to severe campylobacteriosis, travelers’ diarrhea and Clostridium difficile infections.

The group continues to develop its clinical assets, principally for the treatment of moderate to severe campylobacteriosis, travelers’ diarrhea and for Clostridium difficile infections. We also have some early stage assets in preclinical development targeting the pathogenic bacteria Shigella and the severe acute respiratory syndrome coronavirus-2 (SARS-CoV-2), the virus that causes COVID-19. These development programs are not expected to generate revenues in the short-term; long-term, our ability to generate significant revenue from these products and achieve profitability depends on our ability to, alone or with strategic collaboration partners, successfully complete the development of and obtain the regulatory approvals for our product candidates, to manufacture sufficient supply of our product candidates, to establish a sales and marketing organization or suitable third-party alternative for the marketing of any approved products and to successfully commercialize any approved products on commercially reasonable terms.

More information on these developments is included in the review of operations and activities on pages 6 to 9 of this annual report.

Environmental regulation

The group is not affected by any significant environmental regulation in respect of its operations.

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ImmuronLimited

Directors'report

30June 2020

(continued)

Information on directors

The following information is current as at the date of this report.

Dr Roger Aston Independent Non-Executive Chairman
Experience and expertise	Dr Aston holds a BSc (Hons) and PhD. He has more than<br> 20 years' experience in the pharmaceutical and biotechnology industries. Dr Aston was previously the chief executive officer and<br> a director of Mayne Pharma Group Limited (ASX: MYX).<br><br> <br><br><br> <br>Prior to his position at Mayne Pharma, some of his<br> previous positions have included chief executive officer of Peptech Limited (ASX: PTD), director of Cambridge Antibody Technology<br> Limited (LSE: CAT and NASDAQ: CATG) and chairman of Bio Focus Plc (formerly: Cambridge Drug Discovery Limited).<br><br> <br><br><br> <br>Dr Aston was also founder and chief executive officer<br> of Biokine Technology Ltd (UK) prior to its acquisition by the Peptech Group. Dr Aston was also a director of pSivida Ltd. During<br> the past 20 years of his career, Dr Aston has been closely involved in the development of many successful pharmaceutical and biotechnology<br> companies.<br><br> <br><br><br> <br>He has extensive experience including negotiating<br> global licence agreements, overseeing product registration activities with the FDA, the establishment and implementation of guidelines<br> and operating procedures for manufacturing and clinical trials, overseeing manufacturing of human and veterinary products, private<br> and public fund raising activities and the introduction of corporate governance procedures.
Date of appointment	20 March 2012
Other current directorships	Oncosil Limited (AX: OSL), since 28 March 2013<br><br> <br>Pharmaust Limited (ASX: PAA), since 12 August 2013<br><br> <br>Resapp Health Limited (ASX: RAP), since 2 July 2015
Former directorships in last 3 years	Regeneus Limited (ASX: RGS), until 29 April 2019
Special responsibilities	Member ofthe audit and risk committee<br><br> <br>Chair of the remuneration committee

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ImmuronLimited

Directors'report

30June 2020

(continued)

Information on directors (continued)

Mr Peter Anastasiou Executive Vice Chairman
Experience and expertise	Mr Anastasiou holds a B.Psych and is a serial entrepreneur<br> and investor with extensive experience in business in Australia and internationally. Over the past 25 years, he has been credited<br> with rebuilding a number of companies through the implementation of various corporate restructurings, acquisitions and solid financial<br> management practices, with his most recent success being managing the restructuring of SABCO to ensure the future of this 100-year-old<br> iconic Australian company.<br><br> <br><br><br> <br>Mr Anastasiou’s involvement with Immuron commenced<br> in May 2013 following his substantial underwriting support of the group’s renounceable rights issue, which was surpassed<br> by his further funding support of the $9.66 million (before costs) capital raising in February 2014 resulting in an ownership of<br> approximately 15 percent of the company via his associated investment funds.<br><br> <br><br><br> <br>Mr Anastasiou was the founding chairman of the ACSI<br> Group of Companies, which has owned and managed successful consumer companies such as SABCO, Britex Carpet Care, Rug Doctor and<br> Crystal Clear.<br><br> <br><br><br> <br>Mr Anastasiou also has a number of philanthropic<br> interests including being a patron of the Identity Theatre for men, a prior board member and supporter of the Indigenous Eye Health<br> Unit at Melbourne University, a supporter of the John Fawcett Foundation in Bali, and a founding investor and director of Melbourne<br> Victory Football Club.
Date of appointment	21 May 2015
Other current directorships	None
Former directorships in last 3 years	None
Special responsibilities	None

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ImmuronLimited

Directors'report

30June 2020

(continued)

Information on directors (continued)

Mr Daniel Pollock Independent Non-Executive Director
Experience and expertise	Mr Pollock holds a Bachelor of Laws and Diploma in<br> Professional Legal Practice and is a lawyer admitted in both Scotland and Australia and holding practising certificates in both<br> jurisdictions. He is a sole practitioner in his own legal firm based in Melbourne which operates internationally and specialises<br> in commercial law. Further, he is executive director and co-owner of Great Accommodation Pty Ltd, a property management business<br> operating in Victoria.<br><br> <br><br><br> <br>Mr Pollock has had historical involvement as a seed<br> investor and board member of a number of small unlisted companies. The most recent of these was an e-pharmacy company where he<br> was heavily involved in its commercial growth and ultimate sale to a large listed health services company.
Date of appointment	11 October 2012
Other current directorships	None
Former directorships in last 3 years	None
Special responsibilities	Chair of the audit and risk committee<br><br> <br>Member of the remuneration committee
Mr Stephen Anastasiou Independent Non-Executive Director
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Experience and expertise	Mr Anastasiou holds a Bachelor of Science (Hons),<br> Graduate Diploma in Marketing and Master of Business Administration. He has over 20 years’ experience in general management,<br> marketing and strategic planning within the healthcare industry.<br><br> <br><br><br> <br>His breadth of experience incorporates medical diagnostics,<br> pharmaceuticals, hospital, dental and over-the-counter products, with companies including the international pharmaceutical company<br> Bristol-Myers Squibb (NYSE: BMY).<br><br> <br><br><br> <br>While working with KPMG Peat Marwick as a management<br> consultant, Mr Anastasiou has previously led project teams in a diverse range of market development and strategic planning projects<br> in both the public and private sector. He is also a director and shareholder of a number of unlisted private companies, covering<br> a variety of industry sectors that include healthcare and funds management.<br><br> <br><br><br> <br>Mr Anastasiou’s companies have participated<br> in several corporate transactions involving business units and brands of multinational and Australian companies.
Date of appointment	28 May 2013
Other current directorships	None
Former directorships in last 3 years	None
Special responsibilities	None

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ImmuronLimited

Directors'report

30June 2020

(continued)

Information on directors (continued)

Prof. Ravi Savarirayan Independent Non-Executive Director
Experience and expertise	Prof. Savarirayan holds a Doctor of Medicine from<br> the University of Melbourne, a Bachelor of Medicine and Bachelor of Surgery from the University of Adelaide, is a Fellow of the<br> Royal Australasian College of Physicians (FRACP) and is an honorary associate of the Royal College of Pathogists of Australasia<br> (ARCPA). He has been a consultant clinical geneticist at the Victorian Clinical Genetics Services since August 1999, as well as<br> professor and research group leader of skeletal biology and disease at the Murdoch Children’s Research Institute since September<br> 2000.<br><br> <br><br><br> <br>Prof. Savarirayan is a founding member of the Skeletal<br> Dysplasia Management Consortium since January 2011 and has been the chair of the specialist advisory committee in clinical genetics<br> at the Royal Australasian College of Physicians since February 2009. He was president of the International Skeletal Dysplasia Society<br> from July 2009 to June 2011 and has been an invited member of several international working committees on constitutional diseases<br> of bone. Prof. Savarirayan’s primary research focus is on inherited disorders of the skeleton causing short stature, arthritis<br> and osteoporosis and he leads numerous clinical therapy trials for these conditions. He has published over 180 peer-reviewed articles,<br> collaborating with peers from over 30 countries. He has been on the editorial board of Human Mutation since January 2009,<br> European Journal of Human Genetics since July 2007, American Journal of Medical Genetics since December 2011 and<br> the Journal of Medical Genetics since June 2005.<br><br> <br><br><br> <br>He was recently named one of the "Brilliant Minds"<br> of the Murdoch Children's Research Institute over the past 30 years.
Date of appointment	7 April 2017
Other current directorships	None
Former directorships in last 3 years	None
Special responsibilities	None

Company secretary

The company secretary is Mr Phillip Hains, appointed to the position on 19 April 2013. Mr Hains is a Chartered Accountant operating a specialist public practice, 'The CFO Solution'. The CFO Solution focuses on providing back office support, financial reporting and compliance systems for listed public companies. A specialist in the public company environment, Mr Hains has served the needs of a number of company boards and their related committees. He has over 30 years' experience in providing businesses with accounting, administration, compliance and general management services. He holds a Master of Business Administration from RMIT University and a Public Practice Certificate from the Chartered Accountants Australia and New Zealand.

| Immuron Limited | 16 |

| --- | --- |

ImmuronLimited

Directors'report

30June 2020

(continued)

Meetings of directors

The numbers of meetings of the company's board of directors and of each board committee held during the year ended 30 June 2020, and the numbers of meetings attended by each director were:

	Full meetings of				Meetings of committees
	Directors				Audit				Remuneration
	A		B		A		B		A		B
Dr Roger Aston		10		11		2		2		1		1
Mr Peter Anastasiou		10		11		-		-		-		-
Dr Gary Jacob		9		9		-		-		-		-
Mr Daniel Pollock		11		11		2		2		1		1
Mr Stephen Anastasiou		11		11		-		-		-		-
Prof. Ravi Savarirayan		9		11		-		-		-		-
Mr Richard Berman		4		4		-		-		-		-
A =	Number of meetings attended
---	---
B =	Number of meetings held during the time the director<br>held office or was a member of the committee during the year
---	---

| Immuron Limited | 17 |

| --- | --- |

ImmuronLimited

Directors'report

30June 2020

(continued)

Remuneration report (audited)

The directors present the Immuron Limited 2020 remuneration report, outlining key aspects of our remuneration policy and framework, and remuneration awarded this year.

The report is structured as follows:

(a)	Key management personnel (KMP) covered in this report
(b)	Remuneration policy and link to performance
---	---
(c)	Elements of remuneration
---	---
(d)	Link between remuneration and performance
---	---
(e)	Remuneration expenses
---	---
(f)	Contractual arrangements with executive KMPs
---	---
(g)	Additional statutory information
---	---
(a)	Key management personnel covered in this report
---	---

Non-executive and executive directors (see pages 13 to 16for details about each director)

Dr Roger Aston, Independent Non-Executive Chairman

Mr Peter Anastasiou, Executive Vice Chairman

Dr Gary Jacob, Executive Director and Chief Executive Officer (resigned 25 March 2020)

Mr Daniel Pollock, Independent Non-Executive Director

Mr Stephen Anastasiou, Independent Non-Executive Director

Prof. Ravi Savarirayan, Independent Non-Executive Director

Mr Richard Berman, Independent Non-Executive Director (resigned 17 October 2019)

Other key management personnel

Dr Jerry Kanellos, Chief Operating Officer and Chief Executive Officer (appointed 25 March 2020)

(b)	Remuneration policy and link to performance

Our remuneration committee is made up of independent non-executive directors. The committee reviews and determines our remuneration policy and structure annually to ensure it remains aligned to business needs, and meets our remuneration principles. In particular, the board aims to ensure that remuneration practices are:

●	competitive and reasonable, enabling the company to attract<br>and retain key talent
●	aligned to the company's strategic and business objectives<br>and the creation of shareholder value
---	---
●	transparent and easily understood, and
---	---
●	acceptable to shareholders.
---	---

| Immuron Limited | 18 |

| --- | --- |

ImmuronLimited

Directors'report

30June 2020

(continued)

Remuneration report (audited) (continued)

(b)	Remuneration policy and link to performance (continued)
Element	Purpose	Performance metrics	Potential value
---	---	---	---
Fixed remuneration (FR)	Provide competitive market salary including superannuation<br>and non-monetary benefits	Nil	Positioned at the market rate
STI	Reward for in-year<br><br> <br>performance and retention	Company and individual performance goals	CEO: 50% of FR
LTI	Alignment to long-term shareholder value	Share price, capital raised, company and individual performance goals	CEO: 5,000,000 unlisted 5-year options at $0.50 exercise<br>price. Grant date 6 November 2019.

Assessing performance

The remuneration committee is responsible for assessing performance against KPIs and determining the STI and LTI to be paid. To assist in this assessment, the committee receives data from independently run surveys.

Performance is monitored on an informal basis throughout the year and a formal evaluation is performed annually.

Securities trading policy

Immuron Limited's securities trading policy applies to all directors and executives, see www.immuron.com.au/corporate-directory-and-governance/. It only permits the purchase or sale of company securities during certain periods.

(c)	Elements of remuneration
(i)	Fixed annual remuneration (FR)
---	---

Key management personnel may receive their fixed remuneration as cash, or cash with non-monetary benefits such as health insurance and car allowances. FR is reviewed annually, or on promotion. It is benchmarked against market data for comparable roles in companies in a similar industry and with similar market capitalisation. The committee aims to position executives at or near the median, with flexibility to take into account capability, experience, value to the organisation and performance of the individual.

(ii)	Short-term incentives

All executives are entitled to participate in a short-term incentive scheme which provides for executive employees to receive a combination of short-term incentive (STI) as part of their total remuneration if they achieve certain performance indicators as set by the board. The STI can be paid either by cash, or a combination of cash and the issue of equity in the company, at the determination of the remuneration committee and board.

The company's CEO is entitled to short-term incentives in the form of cash bonus up to 50% of FR against agreed key performance indicators (KPIs). On an annual basis, KPIs are reviewed and agreed in advance of each financial year and include financial and non-financial company and individual performance goals.

(iii)	Long-term incentives

Executives may also be provided with longer-term incentives through the company's 'executive share option plan' (ESOP), that was approved by shareholders at the annual general meeting held on 13 November 2017. The aim of the ESOP is to allow executives to participate in, and benefit from, the growth of the company as a result of their efforts and to assist in motivating and retaining those key employees over the long-term. Continued service is the condition attached to the vesting of the options. The board at its discretion determines the total number of options granted to each executive.

| Immuron Limited | 19 |

| --- | --- |

ImmuronLimited

Directors'report

30June 2020

(continued)

Remuneration report (audited) (continued)

(d)	Linkbetween remuneration and performance

Statutory performance indicators

We aim to align our executive remuneration to our strategic and business objectives and the creation of shareholder wealth. The table below shows measures of the group's financial performance over the last five years as required by the Corporations Act 2001. However, these are not necessarily consistent with the measures used in determining the variable amounts of remuneration to be awarded to KMPs. As a consequence, there may not always be a direct correlation between the statutory key performance measures and the variable remuneration awarded.


Loss for the year attributable to owners ()	2,927,206	4,656,421	3,010,929	6,804,154	5,599,004
Basic loss per share (cents)	1.66	3.22	2.25	6.40	7.30
Share price at year end ()*	0.26	0.12	0.34	0.27	0.25

All values are in US Dollars.

* Amounts have been adjusted to reflect a 40:1 share consolidation, completed on 20 November 2014

The company's earnings have remained negative since inception due to the nature of the business. Shareholder wealth reflects this speculative and volatile market sector. No dividends have ever been declared by Immuron Limited. The company continues to focus on the research and development of its intellectual property portfolio with the objective of achieving key development and commercial milestones in order to add further shareholder value.

(e)	Remuneration expenses

The following tables show details of the remuneration expense recognised for the group's key management personnel for the current and previous financial year measured in accordance with the requirements of the accounting standards.

| Immuron Limited | 20 |

| --- | --- |

ImmuronLimited

Directors'report

30June 2020

(continued)

The following table shows details of remuneration expenses of each director or other key management personnel recognised for the year ended 30 June 2020.

2020	Short-term benefits			Long-		Share-
			Post-	term		based
			employment	benefits		payments
	Cash		benefits	Long		Rights to
	salary		Super-	service		deferred
	and fees	Other	annuation	leave	Options	shares	Total

Non-executive directors
Dr Roger Aston
Mr Daniel Pollock
Mr Stephen Anastasiou
Prof. Ravi Savarirayan
Mr Richard Berman
Executive directors
Mr Peter Anastasiou
Dr Gary Jacob
Other KMP
Dr Jerry Kanellos
Total KMP compensation

All values are in US Dollars.

Notes

●	Due<br>to the ongoing crisis of COVID-19, the groups directors decided to forgo cash payments of their salary and instead receive shares<br>of that value. At 30 June 2020 no shares have been issued to directors however the expense of the shares owed to them is $73,088.
●	Options<br>granted to Dr Gary Jacob on 11 February 2019 and valued at $975,000 in the 30 June 2019 financials were subject to shareholder<br>approval. In line with IFRS 2, these were re-valued at grant date 6 November 2019 after being approved by shareholders with a<br>value of $368,000. This revaluation has not been included in the above table.
---	---

| Immuron Limited | 21 |

| --- | --- |

ImmuronLimited

Directors'report

30June 2020

(continued)

The following table shows details of remuneration expenses of each director or other key management personnel recognised for the year ended 30 June 2019.

2019	Short-term benefits			Long-		Share-
			Post-	term		based
			employment	benefits		payments
	Cash		benefits	Long		Rights to
	salary		Super-	service		deferred
	and fees	Other	annuation	leave	Options	shares	Total

Non-executive directors
Dr Roger Aston
Mr Daniel Pollock
Mr Stephen Anastasiou
Prof. Ravi Savarirayan
Mr Richard Berman
Executive directors
Mr Peter Anastasiou
Dr Gary Jacob
Other KMP
Dr Jerry Kanellos
Total KMP compensation

All values are in US Dollars.

(f)	Contractualarrangements with executive KMPs
Name:	Dr<br> Jerry Kanellos
---	---
Position:	Chief<br> Operating Officer and Chief Executive Officer
Contract duration:	Unspecified
Notice period:	30<br> days by either party
Fixed remuneration:	$210,000<br> per annum, plus statutory superannuation

| Immuron Limited | 22 |

| --- | --- |

ImmuronLimited

Directors'report

30June 2020

(continued)

(g)	Additionalstatutory information
(i)	Relativeproportions of fixed vs variable remuneration expense
---	---

The following table shows the relative proportions of remuneration that are linked to performance and those that are fixed, based on the amounts disclosed as statutory remuneration expense on page 20 above:

Name	Fixed remuneration				At risk - STI				At risk - LTI
	2020		2019		2020		2019		2020		2019
	%		%		%		%		%		%
Non-executive director
Dr Roger Aston		75		100		-		-		25		-
Mr Daniel Pollock		75		100		-		-		25		-
Mr Stephen Anastasiou		75		100		-		-		25		-
Prof. Ravi Savarirayan		75		100		-		-		25		-
Mr Richard Berman		100		45		-		-		-		55
Executive directors
Mr Peter Anastasiou		75		100		-		-		25		-
Dr Gary Jacob		100		24		-		-		-		76
Other KMP
Dr Jerry Kanellos		100		61		-		-		-		39
(ii)	Termsand conditions of the share-based payment arrangements Options
---	---

The terms and conditions of each grant of options affecting remuneration in the current or a future reporting period are as follows:

	Vesting and			Value per option at
Grant date	exercise date	Expiry date	Exercise price ()	grant date ()	Vested (%)
2018-07-13	2018-07-13	2021-07-01				100	%
2018-11-26	2018-11-26	2020-06-30				100	%
2019-02-11	2019-02-11	2024-02-11				100	%

All values are in US Dollars.

For detailed disclosures please refer to note 16 on page 64 of the financial statements.

| Immuron Limited | 23 |

| --- | --- |

ImmuronLimited

Directors'report

30June 2020

(continued)

(iii)	Reconciliationof options and ordinary shares held by KMP Option holdings

	Balance at										Balance at
	start of the		Granted as					Other			end of the		Vested and
2020	period^1^		remuneration		Exercised			changes^2^			period^3^		exercisable
Options
Dr Roger Aston		3,282,950		-		(144,000	)		(3,138,950	)		-		-
Mr Peter Anastasiou		5,158,409		-		-			(5,144,009	)		14,400		14,400
Dr Gary Jacob		5,000,000		-		-			-			5,000,000		5,000,000
Mr Daniel Pollock		1,134,800		-		(74,800	)		(1,060,000	)		-		-
Mr Stephen Anastasiou		3,247,017		-		-			(1,938,737	)		1,308,280		1,308,280
Prof. Ravi Savarirayan		1,000,000		-		-			(1,000,000	)		-		-
Mr Richard Berman		2,000,000		-		-			(2,000,000	)		-		-
Dr Jerry Kanellos		1,200,000		-		-			(200,000	)		1,000,000		1,000,000
		22,023,176		-		(218,800	)		(14,481,696	)		7,322,680		7,322,680

Notes

^1.^	Balance<br>may include shares held prior to individuals becoming KMP. For individuals who became KMP during the period, the balance is as<br>at the date they became KMP.
^2.^	Other<br>changes incorporates changes resulting from the expiration/forfeiture of options. 12,481,696 options were expired and 2,000,000<br>were forfeited.
---	---
^3.^	Dr<br>Gary Jacob resigned on 25 March 2020. Mr Richard Berman resigned on 17 October 2019 and his options were subsequently forfeited.
---	---

| Immuron Limited | 24 |

| --- | --- |

ImmuronLimited

Directors'report

30June 2020

(continued)

(iii)	Reconciliationof options and ordinary shares held by KMP (continued)
Share holdings
---	---	---	---	---	---	---	---	---	---	---	---
	Balance at the				Received on					Balance at the
	start of the		Granted as		exercise of					end of the
2020	period^1^		remuneration		options		Other changes^2^			period
Ordinary shares
Dr Roger Aston		751,116		56,760		-		-			807,876
Mr Peter Anastasiou		17,836,164		-		-		(6,057,895	)		11,778,269
Dr Gary Jacob		-		-		-		260,000			260,000
Mr Daniel Pollock		519,800		29,480		-		(200,000	)		349,280
Mr Stephen Anastasiou		6,251,137		-		-		(1,837,499	)		4,413,638
Prof. Ravi Savarirayan		-		-		-		-			-
Mr Richard Berman		-		-		-		-			-
Dr Jerry Kanellos		-		-		-		-			-
		25,358,217		86,240		-		(7,835,394	)		17,609,063

Notes

^1.^	Balance<br>may include shares held prior to individuals becoming KMP. For individuals who became KMP during the period, the balance is as<br>at the date they became KMP.
^2.^	Other<br>changes incorporates changes resulting from the acquisition or disposal of shares.
---	---
^3.^	Dr<br>Gary Jacob resigned on 25 March 2020. Mr Richard Berman resigned on 17 October 2019.
---	---

Correctionin the 2020 share holdings table released on 1 September 2020

The company restated the 2020 share holding table to reflect the correction of both Mr Peter Anastasiou and Mr Stephen Anastasiou’s share holdings balance at the end of the period compared to financial report released on 1 September 2020.

The below table summarises the correction to the closing balance:

	Previously
	reported		Corrected
	Quantity		Quantity^1^
Share holdings - ordinary shares
Mr Peter Anastasiou		12,742,956		11,778,269
Mr Stephen Anastasiou		6,251,137		4,413,638

Notes

^1.^	Change<br>resulted from the disposal of shares as announced on the ASX on 21 August 2020 from the restructure of indirect holdings.

| Immuron Limited | 25 |

| --- | --- |

ImmuronLimited

Directors'report

30June 2020

(continued)

(iv)	Othertransactions with key management personnel

Mr Peter and Mr Stephen Anastasiou are directors and majority shareholders of Wattle Laboratories Pty Ltd. Immuron Limited has rented an office suite from Wattle Laboratories Pty Ltd since 1 January 2016 under a three-year agreement, renewed for another three years on 1 January 2019. The rental agreement is based on normal commercial terms and conditions.

Mr Peter and Mr Stephen Anastasiou are directors and majority shareholders of Grandlodge Capital Pty Ltd (Grandlodge). Commencing 1 June 2013, Immuron Limited contracted Grandlodge on normal commercial terms and conditions to provide warehousing, distribution and invoicing services for Immuron Limited's products for $70,000 per annum. These fees will be payable in new fully paid ordinary shares in Immuron Limited at a set price of $0.16 per share, representing Immuron Limited’s share price at the commencement of the agreement. The shares to be issued to Grandlodge, or its associated entities, as compensation in lieu of cash payment for the services rendered under this agreement have been subject to the approval of Immuron Limited shareholders. Grandlodge will also be reimbursed in cash for all reasonable costs and expenses incurred in accordance with their scope of works under the agreement, unless both parties agree to an alternative method of payment. The agreement is cancellable by either party upon providing the other party with 30 days' written notice of the termination of the agreement. The fair value of the equity instrument has been assessed for the year ended 30 June 2020 as $100,978.

| Immuron Limited | 26 |

| --- | --- |

ImmuronLimited

Directors'report

30June 2020

(continued)

(iv)	Othertransactions with key management personnel (continued)

Aggregate amounts of each of the above types of other transactions with key management personnel of Immuron Limited:

	2020	2019

Amounts recognised as expense^1^
Rental of an office suite from Wattle Laboratories Pty Ltd
Services rendered by Grandlodge Capital Pty Ltd

All values are in US Dollars.

^1.^	The<br>company restated the 2019 audited financial statements to reflect the correction of an immaterial error. See Note 20(a)(iv) for<br>additional information.
(v)	Votingof shareholders at last year's annual general meeting
---	---

Immuron Limited received more than 75 percent of favourable votes on its remuneration report for the 2019 financial year. The company did not receive any specific feedback at the 2019 annual general meeting or throughout the year on its remuneration practices.

[Thisconcludes the remuneration report, which has been audited]

Shares under option

(a)Unissued ordinary shares

Unissued ordinary shares of Immuron Limited under option at the date of this report are as follows:

		Issue price of	Number under
Date options granted	Expiry date	shares ()	option
2012-06-29	2021-11-30			14,493
2012-06-29	2022-01-17			29,668
2017-06-13 (warrants)	2022-06-13			27,541,200
2018-03-15	2023-03-15			7,897,647
2018-03-15	2023-03-15			526,510
2018-07-13	2021-07-01			1,300,000
2019-11-06	2024-02-10			5,000,000
2017-06-09 (warrants)	2022-06-08			198,240
2019-05-23 (warrants)	2024-05-23			181,600
2019-07-16 (warrants)	2024-07-16			117,760
Total				42,807,118
Notes

All values are in US Dollars.

| Immuron Limited | 27 |

| --- | --- |

ImmuronLimited

Directors'report

30June 2020

(continued)

Sharesunder option (continued)

(a)	Unissuedordinary shares (continued)
●	Warrants<br>are exercisable at US$10.00 per 40 options, i.e. US$0.25 per option.
---	---

No option holder has any right under the options to participate in any other share issue of the company or any other entity.

(b)	Sharesissued on the exercise of options

No ordinary shares of Immuron Limited were issued during the year ended 30 June 2020 on the exercise of options granted.

Insurance of officers and indemnities

(a)	Insuranceof officers

During the financial year, Immuron Limited paid a premium of $297,500 to insure the directors and secretaries of the company.

The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of entities in the group, and any other payments arising from liabilities incurred by the officers in connection with such proceedings. This does not include such liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the company. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities.

(b)	Indemnityof auditors

Immuron Limited has not, during or since the financial year, indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor. During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity.

Proceedings on behalf of the company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party, for the purpose of taking responsibility on behalf of the company for all or part of those proceedings.

No proceedings have been brought or intervened in on behalf of the company with leave of the Court under section 237 of the CorporationsAct 2001.

Non-audit services

During the year ended 30 June 2020, the group did not engage the external auditor to provide non-audit services.

Auditor's independence declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 30.

| Immuron Limited | 28 |

| --- | --- |

ImmuronLimited

Directors'report

30June 2020

(continued)

Rounding of amounts

The company is of a kind referred to in ASIC Legislative Instrument 2016/191, relating to the 'rounding off' of amounts in the directors' report. Amounts in the directors' report have been rounded off in accordance with the instrument to the nearest dollar.

This report is made in accordance with a resolution of directors.

Dr Roger Aston

Independent Non-Executive Chairman

Melbourne

25 September 2020

| Immuron Limited | 29 |

| --- | --- |

Collins Square, Tower 5<br><br> <br>727 Collins Street
Melbourne VIC 3008
Correspondence to:<br><br> <br>GPO Box 4736
Melbourne VIC 3001
T +61 3 8320 2222
F +61 3 9320 2200
E info.vic@au.gt.com
W www.grantthornton.com.au

Auditor’s IndependenceDeclaration

To the Directors of Immuron Limited

In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Immuron Limited for the year ended 30 June 2020, I declare that, to the best of my knowledge and belief, there have been:

a	no contraventions of the auditor independence requirements<br>of the Corporations Act 2001 in relation to the audit; and
b	no contraventions of any applicable code of professional<br>conduct in relation to the audit.
---	---

Grant Thornton Audit Pty Ltd

Chartered Accountants

M A Cunningham

Partner – Audit & Assurance

Melbourne, 25 September 2020

Grant Thornton Audit Pty Ltd ACN 130 913 594	www.grantthornton.com.au
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

Liability limited by a scheme approved under Professional Standards Legislation.

| Immuron Limited | 30 |

| --- | --- |

| Immuron Limited | 31 |

| --- | --- |

ImmuronLimited

Corporate governance statement

30 June 2020

(continued)

Immuron Limited and the board are committed to achieving and demonstrating the highest standards of corporate governance. Immuron Limited has reviewed its corporate governance practices against the Corporate Governance Principles and Recommendations (3rd edition) published by the ASX Corporate Governance Council.

The 2020 corporate governance statement is dated as at 30 June 2020 and reflects the corporate governance practices in place throughout the 2020 financial year. The 2020 corporate governance statement was approved by the board on 25 September 2020. A description of the group's current corporate governance practices is set out in the group's corporate governance statement which can be viewed at www.immuron.com.au/corporate-directory-and-governance/.

| Immuron Limited | 32 |

| --- | --- |

| Immuron Limited | 33 |

| --- | --- |

Immuron Limited

ABN 80 063 114 045

Annual report - 30 June2020

Financial statements
Consolidated statement of profit or loss and other comprehensive income	35
Consolidated balance sheet	36
Consolidated statement of changes in equity	37
Consolidated statement of cash flows (direct method)	39
Notes to the financial statements	40
Directors' declaration	80

These financial statements are consolidated financial statements for the group consisting of Immuron Limited and its subsidiaries. A list of major subsidiaries is included in note 12.

The financial statements are presented in the Australian currency.

Immuron Limited is a company limited by shares, incorporated and domiciled in Australia.

Its registered office is:

Level 3, 62 Lygon Street

Carlton VIC 3053

Its principal place of business is:

Immuron Limited

Unit 10, 25-37 Chapman Street

Blackburn North VIC 3130

The financial statements were authorised for issue by the directors on 25 September 2020. The directors have the power to amend and reissue the financial statements.

| Immuron Limited | 34 |

| --- | --- |

Immuron Limited

Consolidated statement of profit or lossand other comprehensive income

For the year ended 30 June 2020

	Notes	2020		2019

Revenue<br> from contracts with customers	2
Cost of sales<br> of goods			)		)
Gross<br> profit
Other income	3(a)
Other gains/(losses)<br> – net	3(b)
General and administrative<br> expenses	3(c)		)		)
Research and development<br> expenses			)		)
Selling<br> and marketing expenses	3(c)		)		)
Operating<br> loss			)		)
Finance<br> income
Finance<br> expenses			)
Finance<br> costs - net			)
Loss<br> before income tax			)		)
Income<br> tax expense	4
Loss<br> for the period			)		)
Other comprehensive income
Items that may be reclassified to profit or loss:
Exchange<br> differences on translation of foreign operations	7(b)
Total comprehensive loss for the period			)		)
		Cents		Cents
Loss<br> per share for loss attributable to the ordinary equity holders of the company:
Basic and diluted loss per share	18		)		)

All values are in US Dollars.

The company restated the 2019 audited financial statements to reflect the correction of an immaterial error. See Note 20(a)(iv) for additional information.

The above consolidated statement of profit orloss and other comprehensive income should be read in conjunction with the accompanying notes.

| Immuron Limited | 35 |

| --- | --- |

Immuron Limited

Consolidated balance sheet

As at 30 June 2020

	Notes

ASSETS
Current assets
Cash and cash equivalents	5(a)
Trade and other receivables	5(b)
Inventories	6(b)
Other current assets
Total current assets
Property, plant and equipment	6(a)
Inventories	6(b)
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables	5(c)
Employee benefit obligations	6(c)
Other current liabilities	6(d)
Total current liabilities
Non-current liabilities
Employee benefit obligations	6(c)
Other non-current liabilities	6(d)
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Share capital	7(a)
Other reserves	7(b)
Accumulated losses		)	)
Total equity

All values are in US Dollars.

The company restated the 2019 audited financial statements to reflect the correction of an immaterial error. See Note 20(a)(iv) for additional information.

The above consolidated balance sheet should beread in conjunction with the accompanying notes.

| Immuron Limited | 36 |

| --- | --- |

ImmuronLimited

Consolidated statement of changes in equity

For the year ended 30 June 2020

			Attributable<br> to owners of Immuron<br> Limited
			Share	Other		Accumulated		Total
	Notes		capital	reserves		losses		equity

Balance at 1 July 2019							)
Change in accounting policy		21					)		)
Restated total equity at 1 July 2019							)
Loss for the period							)		)
Other comprehensive income
Total comprehensive income/(loss) for the period							)		)
Transactions with owners in their capacity as owners:
Contributions<br> of equity, net of transaction costs and Tax		7
Employee share schemes - value of employee services		7
Options and warrants issued/expensed		7			)
Options and warrants forfeited/lapsed		7			)
Re-valuation of options issued in prior period		7			)				)
					)
Balance at 30 June 2020							)

All values are in US Dollars.

The above consolidated statement of changes in equityshould be read in conjunction with the accompanying notes.

| Immuron Limited | 37 |

| --- | --- |

ImmuronLimited

Consolidated statement of changes in equity

For the year ended 30 June 2020

(continued)

		Attributable to owners of Immuron<br> Limited
	Notes	Share capital	Other reserves		Accumulated losses		Total<br>equity

Balance at 1 July 2018						)
Loss for the period						)		)
Other comprehensive income
Total comprehensive income/(loss) for the period						)		)
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs and tax	7
Options and warrants issued/expensed	7
Options and warrants exercised	7			)
Options and warrants forfeited/lapsed	7			)

Balance at 30 June 2019						)

All values are in US Dollars.

The company restated the 2019 audited financial statements to reflect the correction of an immaterial error. See Note 20(a)(iv) for additional information.

The above consolidatedstatement of changes in equity should be read in conjunction with the accompanying notes.

| Immuron Limited | 38 |

| --- | --- |

ImmuronLimited

Consolidatedstatement of cash flows

Forthe year ended 30 June 2020

	Notes

Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)		)	)
Research and development tax incentive received
Government grants received
Net cash (outflow) from operating activities	8(a)	)	)
Cash flows from investing activities
Payments<br> for property, plant and equipment	6(a)	)	)
Interest received
Net cash (outflow) from investing activities		)	)
Cash flows from financing activities
Proceeds<br> from issues of shares	7(a)
Share issue transaction costs	7(a)	)	)
Repayment of borrowings		)
Principal elements of lease payments		)
Interest paid		)
Net cash inflow from financing activities
Net (decrease) increase in cash and cash equivalents		)
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at end of year	5(a)
Non-cash financing and investing activities	8(b)

All values are in US Dollars.

The company restated the 2019 audited financial statements to reflect the correction of an immaterial error. See Note 20(a)(iv) for additional information.

The above consolidated statement of cash flowsshould be read in conjunction with the accompanying notes.

| Immuron Limited | 39 |

| --- | --- |

ImmuronLimited

Notes to the financial statements

30 June 2020

Contents of the notes to the financial statements

		Page
1	Segment information	41
2	Revenue from contract with customers	43
3	Other income and expense items	44
4	Income tax expense	46
5	Financial assets and financial liabilities	46
6	Non-financial assets and liabilities	48
7	Equity	53
8	Cash flow information	57
9	Critical estimates, judgements and errors	57
10	Financial risk management	58
11	Capital management	61
12	Interests in other entities	62
13	Contingent liabilities	62
14	Events occurring after the reporting period	62
15	Related party transactions	63
16	Share-based payments	64
17	Remuneration of auditors	66
18	Loss per share	67
19	Parent entity financial information	68
20	Summary of significant accounting policies	70
21	Changes in accounting policies	77

| Immuron Limited | 40 |

| --- | --- |

ImmuronLimited

Notes to the financial statements

30 June 2020

(continued)

1	Segment information
(a)	Description of segments and principal activities
---	---

The group has identified its operating segments based on the internal reports that are reviewed and used by the executive management team in assessing performance and determining the allocation of resources.

Management considers the business from both a product and a geographic perspective and has identified two reportable segments:

Research and development (R&D): income and expenses directly attributable to the group’s R&D projects performed in Australia, Israel and United States.

Hyperimmune products: income and expenses directly attributable to Travelan and Protectyn activities which occur predominantly in Australia, the Unites States and Canada.

(b)	Financial breakdown

The segment information for the reportable segments for the year ended 30 June 2020 is as follows:

2020

Hyperimmune products revenue
Cost of sales of goods		)		)
Gross profit
Other income
Other gains/(losses) – net
General and administrative expenses			)	)
Research and development expenses	)			)
Selling and marketing expenses		)		)
Operating profit/(loss)	)		)	)
Finance income
Finance costs			)	)
Income tax expense
Profit/(loss) for the year	)		)	)
Assets
Segment<br> assets
Total assets
Liabilities
Segment<br> liabilities
Total liabilities

All values are in US Dollars.

| Immuron Limited | 41 |

| --- | --- |

ImmuronLimited

Notes to the financial statements

30 June 2020

(continued)

1	Segment information (continued)

(b)	Financial breakdown (continued)

The segment information for the reportable segments for the year ended 30 June 2019 is as follows:

2019

Hyperimmune products revenue
Cost of sales of goods		)		)
Gross profit
Other income
Other gains/(losses) – net		)
General and administrative expenses			)	)
Research and development expenses	)			)
Selling and marketing expenses		)		)
Operating profit/(loss)	)		)	)
Finance income
Profit/(loss) for the year	)		)	)
Assets
Segment<br> assets
Total assets
Liabilities
Segment<br> liabilities
Total liabilities

All values are in US Dollars.

| Immuron Limited | 42 |

| --- | --- |

ImmuronLimited

Notes to the financial statements

30 June 2020

(continued)

2	Revenue from contract with customers
(a)	Disaggregation of revenue from contracts with customers
---	---

The group derives revenue from the transfer of hyperimmune products at a point in time in the following major product lines and geographical regions:

		Travelan		Protectyn
2020	Australia	United States	Other	Australia	Other	Total

Hyperimmune products revenue
Revenue from external customers

All values are in US Dollars.

		Travelan		Protectyn
2019	Australia	United States	Other	Australia	Other	Total

Hyperimmune products revenue
Revenue from external customers

All values are in US Dollars.

(i)	Information about major customers

The group had the following major customers in the hyperimmune product segment with revenues amounting to 10 percent or more of total group revenues:

	2020	2019

Customer A
Customer B
Customer C
Customer D
Customer E

All values are in US Dollars.

(b)	Accounting policies
(i)	Sale of hyperimmune products
---	---

Revenue arises mainly from the sale hyperimmune products. To determine whether to recognise revenue, the group follows the process of identifying the contract with a customer, identifying the performance obligations, determining the transaction price, allocating the transaction price to the performance obligations and recognising revenue when performance obligations are satisfied.

Revenue from the sale of hyperimmune products is recognised when or as the group transfers control of the assets to the customer.

There is no variable consideration or significant cost to obtain the contract. There is no warranties and no refunds. Returns are provided where this is outlined in a customer agreement.

| Immuron Limited | 43 |

| --- | --- |

ImmuronLimited

Notes to the financial statements

30 June 2020

(continued)

2	Revenue from contract with customers (continued)

(b)	Accounting policies (continued)
(ii)	Financing components
---	---

The group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the group does not adjust any of the transaction prices for the time value of money.

3	Other income and expense items
(a)	Other income
---	---

	2020	2019

Research and development tax incentive
Other grants
Other income

All values are in US Dollars.

(i)	Fair value of R&D tax incentive

The group's research and development (R&D) activities are eligible under an Australian government tax incentive for eligible expenditure. Management has assessed these activities and expenditure to determine which are likely to be eligible under the incentive scheme. Amounts are recognised when it has been established that the conditions of the tax incentive have been met and that the expected amount can be reliably measured. For the year ended 30 June 2020, the group has included an item in other income of $308,225 (2019: $531,005) to recognise income over the period necessary to match the grant on a systematic basis with the costs that they are intended to compensate.

(ii)	Fair value of other grants

The group's other grant income consists of grants received by the group with relation to COVID-19. Grants are recognised as other income when the group is reasonable assured that it will comply with the conditions attaching to it and the grant will be received. For the year ended 30 June 2020, the group has recognised $154,904 in assistance packages.

(b)	Other gains/(losses)

	2020	2019

Net foreign exchange gains/(losses)
Net impairment losses (i)			)

All values are in US Dollars.

(i)	Inventory impairment

There was no impairment expense recognised during year ended 30 June 2020 (2019: $13,394) for inventory obsolescence.

| Immuron Limited | 44 |

| --- | --- |

ImmuronLimited

Notes to the financial statements

30 June 2020

(continued)

3	Other income and expense items (continued)
(c)	Breakdown of expenses by nature
---	---
	Notes	2020		2019
---	---	---	---	---

General and administrative expenses^1^
Accounting and audit
Bad debts
Consulting
Depreciation
Employee benefits
Expected credit losses	10(b)(iii)		)
Insurance
Investor relations
Legal
Listing and share registry
Occupancy
Share-based payments	16(b)		)
Superannuation
Travel and entertainment
Other

Selling and marketing expenses
Selling
Marketing
Distribution<br> costs

All values are in US Dollars.

^1.^	The company restated the 2019 audited financial statements<br>to reflect the correction of an immaterial error. See Note 20(a)(iv) for additional information.

| Immuron Limited | 45 |

| --- | --- |

ImmuronLimited

Notes to the financial statements

30 June 2020

(continued)

4	Income tax expense
(a)	Numerical reconciliation of income tax expense toprima facie tax payable
---	---
	2020		2019
---	---	---	---	---

Loss from continuing operations before income tax expense		)		)
Tax at the Australian tax rate of 27.5% (2019: 27.5%)		)		)
Tax effect of amounts which are not deductible (taxable) in calculating taxable income:
R&D tax incentive		)		)
Accounting expenditure subject to R&D tax incentive
Share-based payments		)
Net impact of other amounts not deductible (taxable)		)
Subtotal		)		)
Tax losses and other timing differences for which no deferred tax asset is recognised
Income tax expense

All values are in US Dollars.

(b)	Tax losses
	2020	2019
---	---	---

Unused tax losses for which no deferred tax asset has been recognised
Potential tax benefit @ 27.5%

All values are in US Dollars.

5	Financial assets and financial liabilities

(a)	Cash and cash equivalents
	2020	2019
---	---	---

Current assets
Cash at bank and in hand

All values are in US Dollars.

(i)	Reconciliation to cash flow statement

The above figures reconcile to the amount of cash shown in the consolidated statement of cash flows at the end of the financial year as follows:

	2020	2019

Balances as abovet
Balances per statement of cash flows

All values are in US Dollars.

| Immuron Limited | 46 |

| --- | --- |

ImmuronLimited

Notes to the financial statements

30 June 2020

(continued)

(a)	Cash and cash equivalents (continued)
(ii)	Classification as cash equivalents
---	---

Term deposits are presented as cash equivalents if they have a maturity of three months or less from the date of acquisition and are repayable with 24 hours notice with no loss of interest. See note 20(j) for the group’s other accounting policies on cash and cash equivalents.

(b)	Trade and other receivables

		2020					2019
	Notes	Current		Non-current	Total		Current		Non-current	Total

Trade receivables
Loss allowance	10(b)		)			)		)			)

Accrued receivables	5(b)(ii)
Other receivables

Total trade and other receivables

All values are in US Dollars.

(i)	Classification as trade receivables

Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within 30 days and therefore are all classified as current. Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognised at fair value. The group holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method. Details about the group’s impairment policies and the calculation of the loss allowance are provided in note 10(b).

(ii)	Accrued receivables

These amounts primarily comprise receivables from the Australian Taxation Office in relation to the R&D tax incentive.

(iii)	Fair value of trade and other receivables

Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value.

(iv)	Impairment and risk exposure

Information about the impairment of trade receivables and the group’s exposure to credit risk and foreign currency risk can be found in note 10.

| Immuron Limited | 47 |

| --- | --- |

ImmuronLimited

Notes to the financial statements

30 June 2020

(continued)

5	Financial assets and financial liabilities (continued)
(c)	Trade and other payables
---	---
	2020			2019
---	---	---	---	---	---	---
	Current	Non-current	Total	Current	Non-current	Total

Trade payables
Accrued expenses
Other payables

All values are in US Dollars.

Trade payables are unsecured and are usually paid within 30 days of recognition.

The carrying amounts of trade and other payables are considered to be the same as their fair values, due to their short-term nature.

6	Non-financial assets and liabilities

(a)	Property, plant and equipment

			Furniture,
	Plant and		fittings and		Right-of-use
	equipment		equipment		assets	Total

Non-current
At 1 July 2018
Cost or fair value
Accumulated depreciation		)		)			)
Net book amount
Year ended 30 June 2019
Opening net book amount
Additions
Depreciation charge		)		)			)
Closing net book amount
At 30 June 2019
Cost or fair value
Accumulated depreciation		)		)			)
Net book amount

All values are in US Dollars.

| Immuron Limited | 48 |

| --- | --- |

ImmuronLimited

Notes to the financial statements

30 June 2020

(continued)

(a)Property, plant and equipment (continued)



Year ended 30 June<br> 2020
Opening net book amount
Additions
Adoption of AASB 16
Depreciation<br> charge	)	)	)	)
Closing net book<br> amount
At 30 June 2020
Cost or fair value
Accumulated depreciation<br> and impairment	)	)	)	)
Net book amount

All values are in US Dollars.

(i)	Depreciation methods and useful lives

Property, plant and equipment is recognised at historical cost less depreciation.

Depreciation is calculated using the straight-line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives or, in the case of leasehold improvements and certain leased plant and equipment, the shorter lease term as follows:

●	Plant and equipment	2 - 5 years
●	Furniture, fittings and equipment	3 - 15 years
●	Right-of-use assets	3 years

See note 20(n) for the other accounting policies relevant to property, plant and equipment.

(b)	Inventories

All values are in US Dollars.

| Immuron Limited | 49 |

| --- | --- |

ImmuronLimited

Notes to the financial statements

30 June 2020

(continued)

6	Non-financial assets and liabilities (continued)

(b)	Inventories (continued)
(i)	Impairment
---	---

The provision for impairment of inventories assessment requires a degree of estimation and judgement. The level of the provision is assessed by taking into account the recent sales experience, the ageing of inventories and in particular the shelf life of inventories that affect obsolescence. Expected shelf-life is reassessed on a regular basis with reference to stability tests which are conducted by an expert engaged by the group. A comprehensive stability study was completed in September 2019 and the reported findings support a shelf life of at least 130 months for the colostrum drug substance.

There was no impairment expense recognised during year ended 30 June 2020 (2019: $13,394) for inventory obsolescence in the consolidated statement of profit or loss and other comprehensive income.

(ii)	Inventory split

During the year ended 30 June 2020, management performed an assessment of its raw materials and utilisation within 12 months from reporting date. Management determined no raw materials relating to Colostrum will be consumed within 12 months from reporting date (2019: $225,765); the remaining balance of $1,722,349 (2019:

$1,862,063) was estimated to be consumed beyond 12 months.

(c)	Employee benefit obligations
	2020			2019
---	---	---	---	---	---	---
	Current	Non-current	Total	Current	Non-current	Total

Leave obligations (i)

All values are in US Dollars.

(i)	Leave obligations

The leave obligations cover the group’s liabilities for long service leave and annual leave which are classified as either other long-term benefits or short-term benefits, as explained in note 20(q).

The current portion of this liability includes all of the accrued annual leave, the unconditional entitlements to long service leave where employees have completed the required period of service and also for those employees that are entitled to pro-rata payments in certain circumstances. The entire amount of the provision of $89,838 (2019: $103,612) is presented as current, since the group does not have an unconditional right to defer settlement for any of these obligations. However, based on past experience, the group does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months.

| Immuron Limited | 50 |

| --- | --- |

ImmuronLimited

Notes to the financial statements

30 June 2020

(continued)

6	Non-financial assets and liabilities (continued)

(d)	Leases
(i)	Amounts recognised in the balance sheet
---	---

The balance sheet shows the following amounts relating to leases:

	2020	2019

Right-of-use assets^1^
Properties

Lease liabilities^2^
Current
Non-current

All values are in US Dollars.

^1.^	Included in the line item ‘property, plant and equipment’<br>in the consolidated balance sheet.
^2.^	Included in the line items ‘other current liabilities’<br>and ‘other non-current liabilities’ in the consolidated balance sheet.
(ii)	Amounts recognised in the statement of profit or loss
---	---

The statement of profit or loss shows the following amounts relating to leases:

Depreciation charge of right-of-use assets	2020	2019

Properties

Interest expense (included in finance cost)
Expense relating to short-term leases (included in other expenses)
Expense relating to leases of low-value assets that are not short-term leases (included in other expenses)
Expense relating to variable lease payments not included in lease liabilities (included in other expenses)
Cash paid for principal payments
The total finance cash outflow for leases in 2020 was 4,192.

All values are in US Dollars.

(iii)	The group’s leasing activities and how these are<br>accounted for

In January 2019 the group entered into a three-year commercial lease in Blackburn North. The lease is for the use of warehousing and office facilities. This lease includes an extension option for a further 3 years by written request to the landlord before 31 December 2021. There is no variability and no covenants included in the lease.

| Immuron Limited | 51 |

| --- | --- |

ImmuronLimited

Notes to the financial statements

30 June 2020

(continued)

6	Non-financial assets and liabilities (continued)
(d)	Leases (continued)
---	---

Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

●	fixed payments (including in-substance fixed payments), less any lease incentives receivable
●	variable lease payment that are based on an index or a rate
●	amounts expected to be payable by the lessee under residual value guarantees
●	the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and
●	payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or the group’s incremental borrowing rate.

Right-of-use assets are measured at cost comprising the following:

●	the amount of the initial measurement of lease liability
●	any lease payments made at or before the commencement date, less any lease incentives received
●	any initial direct costs, and
●	restoration costs.

Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT-equipment and small items of office furniture.

| Immuron Limited | 52 |

| --- | --- |

ImmuronLimited

Notes to the financial statements

30 June 2020

(continued)

7	Equity
(a)	Share capital
---	---
	Notes	2020<br> <br>Shares		2019 <br>Shares		2020	2019<br><br>$
---	---	---	---	---	---	---	---
Ordinary shares	7(a)(ii)		178,279,566		163,215,706		60,289,875
Fully paid	7(a)(i)		178,279,566		163,215,706		60,289,875

All values are in US Dollars.

(i)	Movements in ordinary shares:
Details		Total
---	---	---	---
Balance at 1 July 20183	142,778,206
Issue at 0.16 in lieu of payment for services (2018-11-22)1	437,500
Issue at US0.10 pursuant to ADS public offering (2019-05-30)2	20,000,000
Reclassify exercised options from reserves to share capital	-
Transaction costs arising on representative warrants issued 3	-		)
Less: Transaction costs arising on share issues	-		)
Balance at 30 June 20193	163,215,706
Issue at US0.10 pursuant to ADS public offering (2019-07-19)	13,565,200
Issue at 0.16 in lieu of payment for services (2019-11-12)1	437,500
Exercise of NASDAQ Warrants (2020-06-23)	86,240
Exercise of representative warrants (2020-06-15, 2020-06-22)	974,920
Transaction costs arising on representative warrants issued	-		)
Less: Transaction costs arising on share issues	-		)
Balance at 30 June 2020	178,279,566

All values are in US Dollars.

Notes

^1.^	Mr Peter and Mr Stephen Anastasiou are directors and majority<br>shareholders of Grandlodge Capital Pty Ltd (Grandlodge). Commencing 1 June 2013, Immuron Limited contracted Grandlodge to provide<br>warehousing, distribution and invoicing services for Immuron Limited's products for $70,000 per annum. These fees will be payable<br>in new fully paid ordinary shares in Immuron Limited at a set price of $0.16 per share, representing Immuron Limited's shares<br>price at the commencement of the agreement. The above amount is the fair value of the equity instrument.
^2.^	On 30 May 2019, 500,000 American Depository Shares (ADS)<br>were issued at US$4.00 each. Each ADS is equivalent to 40 ordinary shares, i.e. 20,000,000 at US$0.10 each (A$0.1447).
---	---
^3.^	The company restated the 2019 audited financial statements<br>to reflect the correction of an immaterial error. See Note 20(a)(iv) for additional information.
---	---

| Immuron Limited | 53 |

| --- | --- |

ImmuronLimited

Notes to the financial statements

30 June 2020

(continued)

7	Equity (continued)
(a)	Share capital (continued)
---	---
(ii)	Ordinary shares
---	---

Ordinary shares entitle the holder to participate in dividends, and to share in the proceeds of winding up the company in proportion to the number of and amounts paid on the shares held.

On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

Ordinary shares have no par value and the company does not have a limited amount of authorised capital.

(iii)	Options

Information relating to options, including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the reporting period, is set out in notes 7(b) and 16.

(b)	Other reserves

The following table shows a breakdown of the consolidated balance sheet line item ‘other reserves’ and the movements in these reserves during the year. A description of the nature and purpose of each reserve is provided below the table.

	Notes

At 1 July 2018^1^			)
Currencytranslation differences
Other comprehensive income
Transactions with owners in their capacity as owners
Options and warrants issued/expensed	7(b)(ii)
Options and warrants exercised	7(b)(ii)			)
Options and warrants lapsed	7(b)(ii)	)		)
At 30 June 2019 ^1^

All values are in US Dollars.

^1.^ The company restated the 2019 audited financial statements to reflect the correction of an immaterial error. See Note 20(a)(iv) for additional information.

| Immuron Limited | 54 |

| --- | --- |

ImmuronLimited

Notes to the financial statements

30 June 2020

(continued)

7	Equity (continued)
(b)	Other reserves (continued)
---	---
	Notes	Share-based payments		Foreign<br> <br>currency translation
---	---	---	---	---	---	---

At 1 July 2019			4,281,790		18,529	4,300,319
Currency translation differences			-		102,938	102,938
Other comprehensive income			-		102,938	102,938
Transactions with owners in their capacity as owners
Share-based payment expenses	7(b)(iv)		73,088		-	73,088
Options and warrants issued/expensed	7(b)(ii)		(484,680		-	(484,680
Options and warrants lapsed	7(b)(ii)		(2,251,320		-	(2,251,320
Re-valuation of options issued in prior period			(607,000		-	(607,000
At 30 June 2020	****	****	1,011,878	****	121,467	1,133,345

All values are in US Dollars.

(i)	Natureand purpose of other reserves

Share-based payments

The share-based payment reserve records items recognised as expenses on valuation of share options and warrants issued to key management personnel, other employees and and eligible contractors.

Foreign currency translation

Exchange differences arising on translation of foreign controlled entities are recognised in other comprehensive income as described in note 20(d) and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of.

| Immuron Limited | 55 |

| --- | --- |

ImmuronLimited

Notes to the financial statements

30 June 2020

(continued)

7 Equity(continued)

(b) Other reserves (continued)

(ii) Movements in options and warrants:

	Number of
Details	options
Balance at 1 July 20181		72,569,180
Issue of ESOP unlisted options at 0.50 (2018-07-13)		1,300,000
Issue of ESOP unlisted options at 0.50 (2018-11-26)		2,000,000
Lapse of ESOP unlisted options at 0.50 (2018-10-01)		(1,050,000	)	)
Issue of ESOP unlisted options at 0.50 (2019-02-11)		5,000,000
Lapse of unlisted options at 0.57 (2019-02-24)		(1,000,000	)	)
Lapse of unlisted options at 1.892 (2019-02-28)		(15,380	)	)
Lapse of unlisted options at 0.30 (2019-05-28)		(140,056	)	)
Reclassify exercised options from reserves to share capital		-		)
Reclassify lapsed options from reserves to accumulated losses		-		)
Issue of representative warrants (2019-05-23)		800,000
Balance at 30 June 20191		79,463,744
Re-valuation of options issued in prior period (2019-11-06)		-		)
Issue of representative warrants (2019-07-16)		542,600
Lapse of unexercised options at 0.50 (2019-11-27)		(7,625,532	)	)
Lapse of unexercised options at 0.55 (2019-11-30)		(25,289,894	)
Lapse of unexercised options at 0.50 (2020-06-30)		(2,000,000	)	)
Exercise of NASDAQ Warrants at 10 per 40 options (2020-06-23)		(218,800	)	)
Exercise of representative warrants (2020-06-15, 2020-06-22)		(2,065,000	)	)
Balance at 30 June 2020		42,807,118

All values are in US Dollars.

^1.^	The company restated the 2019 audited financial statements<br>to reflect the correction of an immaterial error. See Note 20(a)(iv) for additional information.

(iii) Revaluation of options issued in prior period

Options granted to Dr Gary Jacob on 11 February 2019 and valued at $975,000 in the 30 June 2019 financials were subject to shareholder approval. In line with IFRS 2, these were re-valued at grant date 6 November 2019 after being approved by shareholders with a value of $368,000.

(iv) Share-based payment expenses

Due to the ongoing crisis of COVID-19, the groups directors decided to forgo cash payments of their salary and instead receive shares of that value. At 30 June 2020 no shares have been issued to directors however the expense of the shares owed to them is $73,088.

| Immuron Limited | 56 |

| --- | --- |

ImmuronLimited

Notes to the financial statements

30 June 2020

(continued)

8 Cash flowinformation

(a) Reconciliation of profit/(loss) after incometax to net cash inflow from operating activities


	Notes
Loss for the period
Adjustments for		)	)
Depreciation	3(c)
Distribution costs	7(a)(i)
Expected credit losses	10(b)	)
Finance costs
Finance income			)
Leave provision expense
Share-based payments	16(b)	)
Unrealised net foreign currency (gains)/losses		)	)
Change in operating assets and liabilities:
Movement in trade and other receivables
Movement in inventories		)
Movement in other operating assets
Movement in trade and other payables		)
Net cash inflow (outflow) from operating activities		)	)

All values are in US Dollars.

(b) Non-cash investing and financing activities

Non-cash investing and financing activities disclosed in other notes are:

●	settlement<br>of services rendered through the issue of shares - note 7(a)(i)
●	options<br>issued for no cash consideration - note 16.
---	---

9 Criticalestimates, judgements and errors

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the group’s accounting policies.

This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be wrong. Detailed information about each of these estimates and judgements is included in other notes together with information about the basis of calculation for each affected line item in the financial statements.

(a) Significant estimates and judgements

The areas involving significant estimates or judgements are:

●	Estimation of R&D tax incentive income accrual - note<br>3(a)(i)
●	Estimation of inventory impairment - note 6(b)(i)
---	---
●	Estimation of inventory split - note 6(b)(ii)
---	---
●	Estimation of employee benefit obligations - notes 6(c)(i),<br>20(q)(i) and 20(q)(ii)
---	---
●	Estimation of share-based payments - notes 16(a)(i) and<br>20(q)(iii)
---	---

| Immuron Limited | 57 |

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ImmuronLimited

Notes to the financial statements

30 June 2020

(continued)

9 Critical estimates, judgements and errors (continued)

(a) Significant estimates and judgements (continued)

Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.

(i) Going concern

The group is in a position to meet future commitments in the current business cycle and pay its debts as and when they fall due. Furthermore, the group is able to progress its research and development programs for at least the next 12 months.The annual report has been prepared on a going concern basis. Accordingly, the annual report does not include adjustments relating to the recoverability and classification of recorded asset amounts, or the amounts and classification of liabilities that might be necessary should the group not continue as a going concern.

(ii) COVID-19

Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have, on the group based on known information. This consideration extends to the nature of the products and services offered, customers, supply chain, staffing and geographic regions in which the group operates.Sales of Travelan have significantly dropped from March 2020 and as at reporting date it is unknown the prolonged effect that COVID-19 will continue to have on sales.

10 Financial risk management

This note explains the group's exposure to financial risks and how these risks could affect the group’s future financial performance.

The group’s risk management is predominantly controlled by the board. The board monitors the group's financial risk management policies and exposures and approves substantial financial transactions. It also reviews the effectiveness of internal controls relating to market risk, credit risk and liquidity risk.

(a) Market risk

(i) Foreign exchange risk

The group undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate fluctuations.

Foreign exchange rate risk arises from financial assets and financial liabilities denominated in a currency that is not the group's functional currency. Exposure to foreign currency risk may result in the fair value of future cash flows of a financial instrument fluctuating due to the movement in foreign exchange rates of currencies in which the group holds financial instruments which are other than the Australian dollar (AUD) functional currency of the group including United States dollar (USD), Canadian dollar (CAD) and Israeli Shekel (ILS). This risk is measured using sensitivity analysis and cash flow forecasting. The cost of hedging at this time outweighs any benefits that may be obtained.

| Immuron Limited | 58 |

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ImmuronLimited

Notes to the financial statements

30 June 2020

(continued)

10 Financial risk management (continued)

(a) Market risk (continued)

Exposure

The group's exposure to foreign currency risk at the end of the reporting period, expressed in Australian dollars, was as follows:

All values are in US Dollars.

Sensitivity

As shown in the table above, the group is primarily exposed to changes in USD/AUD exchange rates. The sensitivity of profit or loss to changes in the exchange rates arises mainly from USD denominated financial instruments. The impact on other components of equity arises from the translation of foreign subsidiary financial statements into AUD.

The group has conducted a sensitivity analysis of its exposure to foreign currency risk. The group is currently materially exposed to the United States dollar (USD). The sensitivity analysis is conducted on a currency-by-currency basis using the sensitivity analysis variable, which is based on the average annual movement in exchange rates over the past five years at year-end spot rates. The variable for each currency the group is materially exposed to is listed below:

●	USD: 3.3% (2019: 6.9%)
		Impact on other components of equity
---	---	---	---
	2019	2020	2019

/AUD exchange rate - change by 3.3% (2019: 6.9%)

All values are in US Dollars.

* Holding all other variables constant

Profit is more sensitive to movements in the AUD/USD exchange rates in 2020 than 2019 because of the increased amount of USD denominated cash and cash equivalents and the increased variability of the AUD/USD exchange rate. Equity is less sensitive to movements in the AUD/USD exchange rates in 2020 than 2019 because of the decreased size of the foreign currency translation reserve for the subsidiary with USD functional currency. The group's exposure to other foreign exchange movements is not material.

| Immuron Limited | 59 |

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ImmuronLimited

Notes to the financial statements

30 June 2020

(continued)

10 Financial risk management (continued)

(b) Credit risk

Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations that could lead to a financial loss to the group.

(i) Risk management

Credit risk is managed through the maintenance of procedures (such as the utilisation of systems for the approval, granting and renewal of credit limits, regular monitoring of exposures against such limits and monitoring the financial stability of significant customers and counterparties), ensuring to the extent possible that customers and counterparties to transactions are of sound credit worthiness. Such monitoring is used in assessing receivables for impairment. Credit terms are normally 30 days from the invoice date.

Risk is also minimised through investing surplus funds in financial institutions that maintain a high credit rating.

(ii) Security

For some trade receivables the group may obtain security in the form of guarantees, deeds of undertaking or letters of credit which can be called upon if the counterparty is in default under the terms of the agreement.

(iii) Impairment of financial assets

The group has one type of financial asset subject to the expected credit loss model:

●	trade receivables for sales of inventory

While cash and cash equivalents are also subject to the impairment requirements of AASB 9, the identified impairment loss was immaterial.

Trade receivables

The group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables.

To measure the expected credit losses, trade receivables assets have been grouped based on shared credit risk characteristics and the days past due.

The expected loss rates are based on the payment profiles of sales over a period of 60 months before 30 June 2020 and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.

On that basis, the loss allowance as at 30 June 2020 was determined as follows for trade receivables:

	Days past due
30 June 2020	Current		1-30		31-60		61-90		91-120		121+		Total

Expected credit loss rate		%		%		%		%		%		%
Gross carrying amount
Loss allowance

All values are in US Dollars.

Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the group, and a failure to make contractual payments for a period of greater than 121 days past due.

| Immuron Limited | 60 |

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Immuron Limited

Notes to the financial statements

30 June 2020

(continued)

10	Financial risk management (continued)
(b)	Credit risk (continued)
---	---

Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.

(c)	Liquidity risk

Liquidity risk arises from the possibility that the group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The group manages this risk through the following mechanisms:

●	preparing<br> forward looking cash flow analyses in relation to its operating, investing and financing<br> activities;
●	obtaining<br> funding from a variety of sources;
---	---
●	maintaining<br> a reputable credit profile;
---	---
●	managing<br> credit risk related to financial assets;
---	---
●	investing<br> cash and cash equivalents and deposits at call with major financial institutions; and
---	---
●	comparing<br> the maturity profile of financial liabilities with the realisation profile of financial<br> assets.
---	---
(i)	Maturitiesof financial liabilities
---	---

The tables below analyse the group's financial liabilities into relevant maturity groupings based on their contractual maturities. The amounts disclosed in the table are the contractual undiscounted cash flows.

Contractual maturities of financial liabilities	Less than 6 <br>months	6-12 <br>months	Between 1 <br>and 2 years	Between 2 <br>and 5 years	Over 5 <br>years	Total <br>contractual <br>cash flows	Carrying amount <br>(assets)/<br>liabilities
At 30 June 2020
Trade and other payables
Lease liabilities
Total
At 30 June 2019
Trade and other payables
Total

All values are in US Dollars.

11	Capital management

(a)	Riskmanagement

The group's objectives when managing capital are to

●	safeguard<br> their ability to continue as a going concern, so that they can continue to provide returns<br> for shareholders and benefits for other stakeholders, and
●	maintain<br> an optimal capital structure to reduce the cost of capital.
---	---

| Immuron Limited | 61 |

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Immuron Limited

Notes to the financial statements

30 June 2020

(continued)

11	Capital management (continued)
(a)	Risk management (continued)
---	---

In order to maintain or adjust the capital structure, the group may issue new shares or reduce its capital, subject to the provisions of the group's constitution. The capital structure of the group consists of equity attributed to equity holders of the group, comprising contributed equity, reserves and accumulated losses. By monitoring undiscounted cash flow forecasts and actual cash flows provided to the board by the group's management, the board monitors the need to raise additional equity from the equity markets.

(b)	Dividends

No dividends were declared or paid to members for the year ended 30 June 2020 (2019: nil). The group’s franking account balance was nil at 30 June 2020 (2019: nil).

12	Interests in other entities

(a)	Materialsubsidiaries

The group’s principal subsidiaries at 30 June 2020 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the group, and the proportion of ownership interests held equals the voting rights held by the group. The country of incorporation or registration is also their principal place of business.

	Place of business/ country of incorporation	Ownership interest held by the group
Name of entity		2020<br><br> %	2019<br><br> %
Immuron Inc.	United States	100	100
Immuron Canada Limited	Canada	100	100
Anadis EPS Pty Ltd	Australia	100	100

Anadis EPS Pty Ltd was formed for the sole purpose to act as trustee for the lmmuron Limited Executive Officer Share Plan Trust. Consolidated accounts have not been prepared as the net assets and trading activity of Anadis ESP Pty Ltd are not material.

13	Contingent liabilities

The group had no contingent liabilities at 30 June 2020 (2019: nil).

14	Events occurring after the reporting period

No other matter or circumstance has occurred subsequent to period end that has significantly affected, or may significantly affect, the operations of the group, the results of those operations or the state of affairs of the group or economic entity in subsequent financial years.

| Immuron Limited | 62 |

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Immuron Limited

Notes to the financial statements

30 June 2020

(continued)

15	Relatedparty transactions
(a)	Subsidiaries
---	---

Interests in subsidiaries are set out in note 12(a).

(b)	Keymanagement personnel compensation
	2020	2019
---	---	---
Short-term employee benefits
Post-employment benefits
Long-term benefits
Share-based payments

All values are in US Dollars.

^1^	Revaluation<br>of options issued in prior period

Options granted to Dr Gary Jacob on 11 February 2019 and valued at $975,000 in the 30 June 2019 financials were subject to shareholder approval. In line with IFRIS 2, these were re-valued at grant date 6 November 2019 after being approved by shareholders with a value of $368,000. This revaluation is not included in the above table.

Detailed remuneration disclosures are provided in the remuneration report on pages 18 to 27.

(c)	Transactionswith other related parties

The following transactions occurred with related parties:

	2020	2019
Sales and purchases of goods and services^1^
Purchases of various goods and services from entities controlled by key management personnel (i)

All values are in US Dollars.

^1.^	The<br>company restated the 2019 audited financial statements to reflect the correction of an immaterial error. See Note 20(a)(iv) for<br>additional information.

| Immuron Limited | 63 |

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Immuron Limited

Notes to the financial statements

30 June 2020

(continued)

15	Related party transactions (continued)

(c)	Transactionswith other related parties (continued)
(i)	Purchasesfrom entities controlled by key management personnel
---	---

The group acquired the following goods and services from entities that are controlled by members of the group's key management personnel:

●	rental<br> of an office suite, and
●	warehousing,<br> distribution and invoicing services.
---	---

For detailed disclosures please refer to the remuneration report on page 26.

16	Share-based payments

(a)	Executiveshare and option plan

The establishment of the 'executive share and option plan' (ESOP) was approved by shareholders at the 2017 annual general meeting. The plan is designed to provide long-term incentives for executives (including directors) to deliver long-term shareholder returns. Participation in the plan is at the board's discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits.

Options issued to Dr Gary Jacob expire upon his resignation without good reason or termination. All other options issued expire upon departure from the company if they are determined to be a 'bad leaver'.

Set out below are summaries of all listed and unlisted options, including those issued under ESOP:

	2020Averageexercise priceper shareoption				2019 <br>Average <br><br>exercise <br><br>price <br>per share <br>option
As at 1 July	$	0.46	79,463,744		$	0.45	72,569,180
Granted during the year	$	0.18	542,600		$	0.47	9,100,000
Exercised during the year	$	0.18	(424,840	)		-	-
Forfeited/lapsed during the year	$	0.52	(36,774,386	)	$	0.53	(2,205,436	)
As at 30 June	$	0.40	42,807,118		$	0.46	79,463,744
Vested and exercisable at 30 June	$	0.40	42,807,118		$	0.46	79,463,744

The company restated the 2019 audited financial statements to reflect the correction of an immaterial error. See Note 20(a)(iv) for additional information.

| Immuron Limited | 64 |

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Immuron Limited

Notes to the financial statements

30 June 2020

(continued)

16	Share-based payments (continued)
(a)	Executive share and option plan (continued)
---	---

Share options outstanding at the end of the year have the following expiry date and exercise prices:

****	Expiry	Exercise		****
Grant date	date	price		Share options
		()		30<br> June <br><br> 2019
2012-06-29	2021-11-30		14,493		14,493
2012-06-29	2022-01-17		29,668		29,668
2014-05-27	2019-11-27		-		7,625,532
2016-12-02 (IMCOB)	2019-11-30		-		25,289,894
2017-06-13 (warrants)	2022-06-13		27,541,200		27,760,000
2018-03-15	2023-03-15		7,897,647		7,897,647
2018-03-15	2023-03-15		526,510		526,510
2018-07-13	2021-07-01		1,300,000		1,300,000
2018-11-26	2020-06-30		-		2,000,000
2019-11-06	2024-02-10		5,000,000		5,000,000
2017-06-09 (warrants)	2022-06-08		198,240		1,220,000
2019-05-23 (warrants)	2024-05-23		181,600		800,000
2019-07-16 (warrants)	2024-07-16		117,760		-
Total			42,807,118		79,463,744
Weighted<br> average remaining contractual life of options outstanding at end of period			2.28		1.04

All values are in US Dollars.

The company restated the 2019 audited financial statements to reflect the correction of an immaterial error. See Note 20(a)(iv) for additional information.

(i)	Fairvalue of options granted

The assessed fair value of options at grant date was determined using the Black-Scholes option pricing model that takes into account the exercise price, term of the option, security price at grant date and expected price volatility of the underlying security, the expected dividend yield, the risk-free interest rate for the term of the security and certain probability assumptions.

The model inputs for options granted under ESOP during the year ended 30 June 2020 included:

Grant date	Expiry date	Exercise <br>price ()	No. of options		Share <br>price of <br>grant <br>date ()	Expected volatility		Dividend yield		****	Risk free interest rate		Fair value <br>at grant <br>date per <br>option ()
2019-11-06	2024-02-10			5,000,000			98		0.00	%		0.88
				5,000,000

All values are in US Dollars.

| Immuron Limited | 65 |

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Immuron Limited

Notes to the financial statements

30 June 2020

(continued)

16	Share-based payments (continued)

(b)	Expenses arising from share-based payment transactions

Total expenses arising from share-based payment transactions recognised during the period were as follows:

	2020		2019
Options issued under ESOP		)

All values are in US Dollars.

(i)	Revaluationof options issued in prior period

17	Remuneration of auditors

During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related practices and non-related audit firms:

(a)	GrantThornton Audit Pty Ltd
(i)	Auditand other assurance services
---	---
	2020	2019
---	---	---
Audit and review of financial statements
Other assurance services
Total remuneration for audit and other assurance services
Total auditor's remuneration

All values are in US Dollars.

| Immuron Limited | 66 |

| --- | --- |

Immuron Limited

Notes to the financial statements

30 June 2020

(continued)

18	Loss per share
(a)	Reconciliation of loss used in calculating loss per share
---	---
	2020	2019
---	---	---
Basic and diluted loss per share
Loss attributable to the ordinary equity holders of the company used in calculating loss per share:
From continuing operations

All values are in US Dollars.

(b)	Weighted average number of shares used as the denominator
	2020 <br> Number		2019 <br> Number
---	---	---	---	---
Weighted average number of ordinary shares used as the denominator in calculating basic and diluted loss per share		176,393,354		144,740,535

On the basis of the group's losses, the outstanding options as at 30 June 2020 are considered to be anti-dilutive and therefore were excluded from the diluted weighted average number of ordinary shares calculation.

| Immuron Limited | 67 |

| --- | --- |

Immuron Limited

Notes to the financial statements

30 June 2020

(continued)

19	Parententity financial information

(a)	Summaryfinancial information

The individual financial statements for the parent entity show the following aggregate amounts:

	2020
	****
Balance sheet	****
Current assets	****	4,225,592	4,017,418
Non-current assets	****	1,794,375	1,880,423
Total assets	****	6,019,967	5,897,841
Current liabilities	****	512,253	1,134,608
Non-current liabilities	****	41,839	14,980
Total liabilities	****	554,092	1,149,588
Shareholders' equity	****
Share capital Reserves	****	62,426,991	60,289,875
Share-based payments	****	1,011,878	4,281,790
Accumulated losses	****	(57,972,994	(59,444,877
	****	5,465,875	5,126,788
Loss for the period	****	399,426	7,031,763
Total comprehensive loss	****	399,426	7,031,763

All values are in US Dollars.

(b)	Guarantees entered into by the parent entity

The parent entity has not entered into any guarantees in relation to debts of its subsidiaries in the year ended 30 June 2020 (2019: nil).

(c)	Contingent liabilities of the parent entity

The parent entity did not have any contingent liabilities as at 30 June 2020 or 30 June 2019.

(d)	Contractual commitments for the acquisition of property, plant or equipment

The parent entity has not entered into any contractual commitments for the acquisition of property, plant or equipment in the year ended 30 June 2020 (2019: nil).

(e)	Determining the parent entity financial information

The financial information for the parent entity has been prepared on the same basis as the consolidated financial statements, except as set out below.

(i)	Investmentsin subsidiaries

Investments in subsidiaries are accounted for at cost in the financial statements of Immuron Limited.

| Immuron Limited | 68 |

| --- | --- |

Immuron Limited

Notes to the financial statements

30 June 2020

(continued)

Contentsof the summary of significant accounting policies

		Page
(a)	Basis<br> of preparation	70
(b)	Principles<br> of consolidation	71
(c)	Segment<br> reporting	71
(d)	Foreign<br> currency translation	72
(e)	Revenue<br> recognition	72
(f)	Government<br> grants	72
(g)	Income<br> tax	73
(h)	Leases	73
(i)	Impairment<br> of assets	73
(j)	Cash<br> and cash equivalents	73
(k)	Trade<br> receivables	73
(l)	Inventories	74
(m)	Investments<br> and other financial assets	74
(n)	Property,<br> plant and equipment	75
(o)	Intangible<br> assets	75
(p)	Trade<br> and other payables	75
(q)	Employee<br> benefits	76
(r)	Contributed<br> equity	76
(s)	Loss<br> per share	76
(t)	Rounding<br> of amounts	77
(u)	Goods<br> and services tax (GST)	77

| Immuron Limited | 69 |

| --- | --- |

Immuron Limited

Notes to the financial statements

30 June 2020

(continued)

20	Summary of significant accounting policies

This note provides a list of the significant accounting policies adopted in the preparation of these consolidated financial statements to the extent they have not already been disclosed in the other notes above. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements are for the group consisting of Immuron Limited and its subsidiaries.

(a)	Basisof preparation

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001. Immuron Limited is a for-profit entity for the purpose of preparing the financial statements.

(i)	Compliancewith IFRS

The consolidated financial statements of the Immuron Limited group also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

(ii)	Historicalcost convention

The financial statements have been prepared on a historical cost basis.

(iii)	Newand amended standards adopted by the group

A number of new or amended standards became applicable for the current reporting period and the group had to change its accounting policies and make retrospective adjustments as a result of adopting AASB 16 Leases.

The impact of the adoption of leasing standard and the new accounting policies are disclosed in note 21 below. The other standards did not have any impact on the group's accounting policies and did not require retrospective adjustments.

(iv)	Restatementof immaterial error

During the year ended June 2020 the following immaterial error corrections were identified.

Representativewarrants

Immuron Limited raised capital in June 2017 and May 2019, representative warrants were included as part of these public offerings. These were not identified and accounted for at the time of these capital raisings.

Management has undertaken an assessment of the impact of this and concluded this to be an immaterial error. This has been corrected in the current year by restating prior period financial statements presented and the related notes included herein to include the representative warrants.

Reserves as of 30 June 2017 has been revised to increase by $489,586 for the June 2017 representative warrants (1,220,000 options) with a corresponding decrease in share capital of the same amount. The impact of the 2017 revision has been also reflected in the 30 June 2018 and 30 June 2019 years presented.

Reserves as of 30 June 2019 has been revised to increase by $110,400 for the May 2019 representative warrants (800,000 options) with a corresponding decrease in share capital of the same amount.

| Immuron Limited | 70 |

| --- | --- |

Immuron Limited

Notes to the financial statements

30 June 2020

(continued)

20	Summary of significant accounting policies (continued)
(a)	Basis of preparation (continued)
---	---

Fairvalue of equity instruments

Shares issued to Grandlodge Pty Ltd for services. Commencing 1 June 2013, Immuron Limited contracted Grandlodge on normal commercial terms and conditions to provide warehousing, distribution, and invoicing services for Immuron’s products for $70,000 per annum. The terms of the agreement was to have fees will be payable in new fully paid ordinary shares in Immuron Limited as a set price of $0.16 per share.

The fair value of the equity instrument has been identified as not having been previously assessed and accounted for in accordance with IFRS 2 Share Based Payments. Management has undertaken an assessment of the impact of this and concluded this to be an immaterial error. This has been corrected in the current year by restating the prior period financial statements presented and the related notes included herein to present the fair value of equity instruments issued. The immaterial error to record the fair value of the equity instruments issued for the years 30 June 2014 to 30 June 2018 resulted in an increase of $354,857 in share capital and a corresponding increase in accumulated losses. The impact of the 2014-2018 revision has been also reflected in the 30 June 2018 and 30 June 2019 years presented. General and administrative expenses has been revised to increase by $23,678 for the fair value of the equity instruments issued in 2019 with a corresponding increase in share capital for the same amount.

The below table summarises the aggregate impact of the two immaterial errors on the 30 June 2019 financial statements presented.

Aggregateimpact of the two immaterial errors

	30 June 2019
	As reported		Change		As restated

Consolidated balance sheet
Share capital				)
Other reserves
Accumulated losses		)		)		)
Total equity
Consolidated statement of profit or loss
General and administrative expenses		)		)		)
Loss for the period		)		)		)

All values are in US Dollars.

(b)	Principles of consolidation
(i)	Subsidiaries
---	---

Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.

The acquisition method of accounting is used to account for business combinations by the group.

Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

(c)	Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. This has been identified as the executive management team consisting of the CEO and COO.

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Immuron Limited

Notes to the financial statements

30 June 2020

(continued)

20	Summary of significant accounting policies (continued)
(d)	Foreign currency translation
---	---
(i)	Functionaland presentation currency
---	---

Items included in the financial statements of each of the group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in Australian dollar ($), which is Immuron Limited's functional and presentation currency.

(ii)	Transactionsand balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in profit or loss.

Foreign exchange gains and losses that relate to borrowings are presented in the consolidated statement of profit or loss, within finance costs. All other foreign exchange gains and losses are presented in the consolidated statement of profit or loss on a net basis within other gains/(losses).

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss and translation differences on non-monetary assets such as equities classified as at fair value through other comprehensive income are recognised in other comprehensive income.

(iii)	Groupcompanies

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

●	assets<br> and liabilities for each consolidated balance sheet presented are translated at the closing<br> rate at the date of that consolidated balance sheet
●	income<br> and expenses for each consolidated statement of profit or loss and consolidated statement<br> of profit or loss and other comprehensive income are translated at average exchange rates<br> (unless this is not a reasonable approximation of the cumulative effect of the rates<br> prevailing on the transaction dates, in which case income and expenses are translated<br> at the dates of the transactions), and
---	---
●	all<br> resulting exchange differences are recognised in other comprehensive income.
---	---

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.

(e)	Revenue recognition

The accounting policies for the group’s revenue from contracts with customers are explained in note 2.

(f)	Government grants

Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the group will comply with all attached conditions. Note 3 provides further information on how the group accounts for government grants.

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Immuron Limited

Notes to the financial statements

30 June 2020

(continued)

20	Summary of significant accounting policies (continued)
(g)	Income tax
---	---

The income tax expense or credit for the period is the tax payable on the current period's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the company and its subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

(h)	Leases

The accounting policies for the group's leases are explained in note 6(d)(iii).

(i)	Impairment of assets

An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

(j)	Cash and cash equivalents

For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the consolidated balance sheet.

(k)	Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less loss allowance. See note 5(b) for further information about the group’s accounting for trade receivables and note 10(b) for a description of the group's impairment policies.

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Immuron Limited

Notes to the financial statements

30 June 2020

(continued)

20	Summary of significant accounting policies (continued)
(l)	Inventories
---	---
(i)	Rawmaterials and stores, work in progress and finished goods
---	---

Raw materials and stores, work in progress and finished goods are stated at the lower of cost and net realisable value. Cost comprises direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity. Costs are assigned to individual items of inventory on the basis of weighted average costs. Costs of purchased inventory are determined after deducting rebates and discounts. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

(m)	Investments and other financial assets
(i)	Classification
---	---

The group classifies its financial assets in the following measurement categories:

●	those<br> to be measured subsequently at fair value (either through OCI or through profit or loss),<br> and
●	those<br> to be measured at amortised cost.
---	---

The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.

(ii)	Recognition and derecognition

Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of ownership.

(iii)	Measurement

At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

(iv)	Impairment

The group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

For trade receivables, the group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables, see note 10(b) for further details.

(v)	Incomerecognition Interest income

Interest income is recognised using the effective interest method. When a receivable is impaired, the group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans is recognised using the original effective interest rate.

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Immuron Limited

Notes to the financial statements

30 June 2020

(continued)

20	Summary of significant accounting policies (continued)
(n)	Property, plant and equipment
---	---

Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.

●	Plant and equipment	2 - 5 years
●	Furniture, fittings and equipment	3 - 15 years
---	---	---
●	Right-of-use assets	3 years
---	---	---

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount (note 20(i)).

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss.

(o)	Intangible assets
(i)	Researchand development
---	---

Expenditure on research activities, undertaken with the prospect of obtaining new scientific or technical knowledge and understanding, is recognised in the consolidated statement of profit or loss and other comprehensive income as an expense when it is incurred.

Expenditure on development activities, being the application of research findings or other knowledge to a plan or design for the production of new or substantially improved products or services before the start of commercial production or use, is capitalised if it is probable that the product or service is technically and commercially feasible, will generate probable economic benefits, adequate resources are available to complete development and cost can be measured reliably. Other development expenditure is recognised in the consolidated statement of profit or loss and other comprehensive income as an expense as incurred.

(p)	Trade and other payables

These amounts represent liabilities for goods and services provided to the group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.

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Immuron Limited

Notes to the financial statements

30 June 2020

(continued)

20	Summary of significant accounting policies (continued)

(q)	Employee benefits
(i)	Short-term obligations
---	---

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

(ii)	Other long-term employee benefit obligations

In some countries, the group also has liabilities for long service leave and annual leave that are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. These obligations are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period of high-quality corporate bonds with terms and currencies that match, as closely as possible, the estimated future cash outflows. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss.

The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

(iii)	Share-based payments

Share-based compensation benefits are provided to employees via the 'executive share and option plan' (ESOP). Information relating to these schemes is set out in note 16.

Employeeoptions

The fair value of options granted under the ESOP is recognised as a share-based payment expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted:

-	including<br> any market performance conditions (e.g. the company’s share price)
-	excluding<br> the impact of any service and non-market performance vesting conditions (e.g. profitability,<br> sales growth targets and remaining an employee of the company over a specified time period),<br> and
---	---
-	including<br> the impact of any non-vesting conditions (e.g. the requirement for employees to save<br> or holdings shares for a specific period of time).
---	---

The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.

(r)	Contributed equity

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(s)	Loss per share
(i)	Basic loss per share
---	---

Basic loss per share is calculated by dividing:

●	the<br> loss attributable to owners of the company, excluding any costs of servicing equity other<br> than ordinary shares
●	by<br> the weighted average number of ordinary shares outstanding during the financial year,<br> adjusted for bonus elements in ordinary shares issued during the year.
---	---

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Immuron Limited

Notes to the financial statements

30 June 2020

(continued)

20	Summary of significant accounting policies (continued)
(s)	Loss per share (continued)
---	---
(ii)	Diluted loss per share
---	---

Diluted loss per share adjusts the figures used in the determination of basic loss per share to take into account:

●	the<br> after income tax effect of interest and other financing costs associated with dilutive<br> potential ordinary shares, and
●	the<br> weighted average number of additional ordinary shares that would have been outstanding<br> assuming the conversion of all dilutive potential ordinary shares.
---	---

(t)	Rounding of amounts

The company is of a kind referred to in ASIC Legislative Instrument 2016/191, relating to the 'rounding off' of amounts in the financial statements. Amounts in the financial statements have been rounded off in accordance with the instrument to the nearest dollar.

(u)	Goods and services tax (GST)

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the consolidated balance sheet.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows.

21	Changes in accounting policies

The group has adopted IFRS 16 retrospectively from 1 July 2019, but has not restated comparatives for the 2019 reporting period, as permitted under the specific transitional provisions in the standard. The reclassifications and the adjustments arising from the new leasing rules are therefore recognised in the opening balance sheet on 1 July 2019.

Other than the two below accounting pronouncements which have become effective from 1 July 2019 and have been adopted there are no other accounting pronouncements that have a significant impact on the group’s financial results or position.

(a)	Adjustmentsrecognised on adoption of IFRS 16 Leases

On adoption of IFRS 16, the group recognised lease liabilities in relation to leases which had previously been classified as ‘operating leases’ under the principles of IFRS 117 Leases. These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of 1 July 2019. The weighted average lessee’s incremental borrowing rate applied to the lease liabilities on 1 July 2019 was 5.37%.

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Immuron Limited

Notes to the financial statements

30 June 2020

(continued)

21	Changes in accounting policies (continued)
(a)	Adjustments recognised on adoption of IFRS 16 Leases (continued)
---	---
	30 June <br><br>2020
---	---	---
Operating lease commitments disclosed as at 30 June 2019	$	104,851
Discounted using the lessee's incremental borrowing rate of at the date of initial application	$	98,302
Lease liability recognised as at 1 July 2019	$	98,302
Of which are:
Current lease liabilities	$	37,197
Non-current lease liabilities	$	61,105

The associated right-of use assets were measured at the amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the balance sheet as at 1 July 2019. There were no onerous lease contracts that would have required an adjustment to the right-of-use assets at the date of initial application.

(i)	Amountsrecognised in the balance sheet
	Consolidated entity
---	---	---	---	---
	1 July<br><br> 2019		30 June <br><br>2019
Right-of-use assets*
Properties	$	96,824		-
*	Included<br>in the line item ‘property, plant and equipment’ in the consolidated balance sheet.
---	---

The change in accounting policy has resulted in the net impact on retained earnings on 1 July 2019 by a decrease of

$1,479.

In applying IFRS 16 for the first time, the group has used the following practical expedients permitted by the standard:

●	the<br> use of a single discount rate to a portfolio of leases with reasonably similar characteristics
●	reliance<br> on previous assessments on whether leases are onerous
---	---
●	the<br> accounting for operating leases with a remaining lease term of less than 12 months as<br> at 1 July 2019 as short-term leases
---	---
●	the<br> exclusion of initial direct costs for the measurement of the right-of-use asset at the<br> date of initial application, and
---	---
●	the<br> use of hindsight in determining the lease term where the contract contains options to<br> extend or terminate the lease.
---	---

The group has also elected not to reassess whether a contract is, or contains a lease at the date of initial application. Instead, for contracts entered into before the transition date the group relied on its assessment made applying IFRS 117 and Interpretation 4 Determining whether an Arrangement contains a Lease.

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Immuron Limited

Notes to the financial statements

30 June 2020

(continued)

21	Changes in accounting policies (continued)

(b)	AASB Interpretation 23 Uncertainty over Income Tax Treatments

Interpretation 23 requires the assessment of whether the effect of uncertainty over income tax treatments should be included in the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates. The Interpretation outlines the requirements to determine whether an entity considers uncertain tax treatments separately, the assumptions an entity makes about the examination of tax treatments by taxation authorities, how an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates and how an entity considers changes in facts and circumstances.

The group has adopted Interpretation 23 from 1 July 2019, based on an assessment of whether it is ‘probable’ that a taxation authority will accept an uncertain tax treatment. This assessment takes into account that for certain jurisdictions in which the group operates, a local tax authority may seek to open a group’s books as far back as inception of the group. Where it is probable, the group has determined tax balances consistently with the tax treatment used or planned to be used in its income tax filings. Where the group has determined that it is not probable that the taxation authority will accept an uncertain tax treatment, the most likely amount or the expected value has been used in determining taxable balances (depending on which method is expected to better predict the resolution of the uncertainty). There has been no impact from the adoption of Interpretation 23 in this reporting period.

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Immuron Limited

Directors' declaration

30 June 2020

Inthe directors' opinion:

(a)	the<br> financial statements and notes set out on pages 33 to 79 are in accordance with the Corporations Act 2001, including:
(i)	complying<br> with Accounting Standards, the Corporations Regulations 2001 and other mandatory<br> professional reporting requirements, and
---	---
(ii)	giving<br> a true and fair view of the consolidated entity's financial position as at 30 June 2020<br> and of its performance for the financial year ended on that date, and
---	---
(b)	there<br> are reasonable grounds to believe that the company will be able to pay its debts as and<br> when they become due and payable.
---	---

Note 20(a) confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.

The directors have been given the declarations by the chief executive officer and chief financial officer required by section 295A of the Corporations Act 2001.

This declaration is made in accordance with a resolution of directors.

Dr Roger Aston

Independent Non-Executive Chairman

Melbourne

25 September 2020

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Collins Square, Tower 5
727 Collins Street
Melbourne VIC 3008
Correspondence to:
GPO Box 4736
Melbourne VIC 3001
T +61 3 8320 2222
F +61 3 9320 2200
E info.vic@au.gt.com
W www.grantthornton.com.au

Independent Auditor’s Report

To the Members of Immuron Limited

Reporton the audit of the financial report

Opinion

We have audited the financial report of Immuron Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2020, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies, and the Directors’ declaration.

In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:

a	giving a true and fair view of the Group’s financial position as at 30 June 2020 and of<br>its performance for the year ended on that date; and

b	complying with Australian Accounting Standards and the Corporations Regulations 2001.

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’sResponsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

OtherMatter

On 31st August 2020, the Company released its Appendix 4E and 2020 financial statements. The amended report provides additional details within the remuneration report. The financial report of Immuron Limited for the year ended 30 June 2020, previously included an unmodified opinion.

Keyaudit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

Liability limited by a scheme approved under Professional Standards Legislation. www.grantthornton.com.au

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Key audit matter	How our audit addressed the key audit matter
Research and development tax rebate accrual – refer to Note 3a, 5b & 20f
Under<br> the Research and Development (R&D) Tax Incentive scheme, the Group receives a 43.5%<br> refundable tax offset of eligible expenditure if its turnover is less than $20 million<br> per annum, provided it is not controlled by income tax exempt entities. An R&D plan<br> is filed with AusIndustry in the following financial year, and based on this filing,<br> the Group receives the incentive in cash. Management performed a detailed review of the<br> Group’s total research and development expenditure to determine the potential claim<br> under the R&D tax incentive legislation.<br><br> <br><br><br> <br>This<br> area is a key audit matter due to the degree of judgement and interpretation of the R&D tax legislation required by<br> management to assess the eligibility of the R&D expenditure under the scheme.	Our<br> procedures included, amongst others:<br><br> <br><br><br> <br>● Obtained<br> and reviewed management’s FY20 R&D calculations and assessing the reasonableness of assumptions utilised in<br> the calculation;<br><br> <br><br><br> <br>● Compared<br> the estimates made in previous years to the amount of cash received after lodgement of the R&D tax claim;<br><br> <br><br><br> <br>● Compared<br> the nature of the R&D expenditure included in the current year estimate to the prior year estimate;<br><br> <br><br><br> <br>● Considered<br> the nature of the expenses against the eligibility criteria of the R&D tax incentive scheme to form a view about whether<br> the expenses included in the estimate were likely to meet the eligibility criteria;<br><br> <br><br><br> <br>● Compared<br> the eligible expenditure used to calculate the estimate against the expenditure recorded in the general ledger;<br><br> <br><br><br> <br>● Agreed<br> a sample of individual expenditure items included in the estimate to underlying supporting documentation to ensure that<br> they have been appropriately recognised in the accounting records and that they are eligible expenditures;<br><br> <br><br><br> <br>● Inspected<br> copies of relevant correspondence with AusIndustry and the ATO related to the claims;<br><br> <br><br><br> <br>● Engaged<br> with our R&D specialist to review the reasonableness of the calculation; and<br><br> <br><br><br> <br>● Assessed<br> the adequacy of financial statement disclosures.<br><br> <br>
Valuation of Inventory – refer to Note 6b & 20l
At<br> 30 June 2020, the Group held inventories of $2,520,039 on the consolidated statement<br> of financial position, as disclosed in Note 6, which relates to finished products, work<br> in progress and raw materials.<br><br> <br><br><br> <br>The<br> audit of the valuation of inventories is a key audit matter because of the significance of the inventories balance at<br> 30 June 2019 as well the judgement required in determining whether it is recorded at the lower of cost and net realisable<br> value. The valuation of the inventories is assessed considering forecast inventory usage and sales and expiry dates of<br> products.	Our<br> procedures included, amongst others:<br><br> <br><br><br> <br>● Obtained<br> management’s weighted average cost calculation and checking the accuracy of calculations;<br><br> <br><br><br> <br>● Tested<br> a sample of inventory items to assess the build-up of costs;<br><br> <br><br><br> <br>● Reviewed<br> management’s methodology and assumptions in quantifying stock obsolescence while considering expiry dates, as well<br> as future sales levels;<br><br> <br><br><br> <br>● Obtained<br> the report prepared by management’s expert to support the useful life of stock;<br><br> <br><br><br> <br>● Assessed<br> the qualification and independence of management’s expert and validating assumptions utilised within the report<br> for reasonableness;<br><br> <br><br><br> <br>● Tested<br> a sample of product sales to assess whether the margin achieved was sufficient to support the recoverable amount of the<br> inventory on hand; and<br><br> <br>****<br><br> <br>● Assessed<br> the adequacy of financial statement disclosures and accuracy of financial statement classification.

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Informationother than the financial report and auditor’s report thereon

The Directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2020, but does not include the financial report and our auditor’s report thereon.

Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilitiesof the Directors for the financial report

The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the Directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’sresponsibilities for the audit of the financial report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/auditors_responsibilites/ar1_2020.pdf. This description forms part of our auditor’s report.

Reporton the remuneration report

Opinion on the remuneration report

We have audited the Remuneration Report included in pages 18 to 27 of the Directors’ report for the year ended 30 June 2020.

In our opinion, the Remuneration Report of Immuron Limited, for the year ended 30 June 2020 complies with section 300A of the Corporations Act 2001.

Responsibilities

The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Grant Thornton Audit Pty Ltd Chartered Accountants

M A Cunningham

Partner – Audit & Assurance

Melbourne, 25 September 2020

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The shareholder information set out below was applicable as at 1 September 2020.

A.	Distribution of equity securities

Analysis of numbers of equity security holders by size of holding:

	Class of equity security Ordinary shares
Holding	No. of <br><br>holders <br><br>(shares)		**<br><br>Shares**		No. of <br><br>holders <br><br>(options)		**<br><br>Options**
1 - 1000		456		224,210		-		-
1,001 - 5,000		1,196		3,444,400		6		15,833
5,001 - 10,000		517		4,120,123		1		8,000
10,001 - 100,000		936		31,096,185		16		788,581
100,001 and over		195		185,215,088		7		38,837,064
		3,300		224,100,006		30		39,649,478

There were 692 holders of less than a marketable parcel of ordinary shares.

B.	Equity security holders

Twentylargest quoted equity security holders

The names of the twenty largest holders of quoted equity securities are listed below:

	Ordinary shares
Name	Percentage of Number held issued shares
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED	104,631,009	46.57
GRANDLODGE PTY LTD and its related holdings	11,778,269	5.26
AUTHENTICS AUSTRALIA PTY LTD <AUTHENTICS AUSTRALIA A/C>	7,500,000	3.35
DR RUSSELL KAY HANCOCK	3,000,000	1.34
MR STEPHEN ANASTASIOU & MRS ANDRIA ANASTASIOU <ANASTASIOU FAMILY S/F A/C>	2,494,746	1.11
INSYNC INVESTMENTS PTY LTD <WEEKLEY SUPER FUND NO 1 A/C>	2,000,000	0.89
CITICORP NOMINEES PTY LIMITED	1,719,277	0.77
MR ANTHONY FREDERICK WALLACE HYETT	1,350,000	0.60
ANNE PATTISON PTY LTD <AEP NO 3 A/C>	1,345,000	0.60
MR WILLIAM DAVID FRANK BIRD	1,300,000	0.58
INVERAREY PTY LTD <THE KILCHURN A/C>	1,050,000	0.47
TEXAS WOODS PTY LTD <THE PLUSH FAMILY A/C>	978,393	0.44
MR NICK KAROPOULOS	950,000	0.42
HADASIT MEDICAL RESEARCH SERVICES & DEVELOPMENT LTD	887,462	0.40
PEPPERTREE CUSTODIAN SERVICES PTY LTD <MULCAHY SUPERANNUATION A/C>	860,634	0.38
SOUTH BAY NOMINEES PTY LTD <C & P HONG FAMILY A/C>	850,000	0.38
MR DAVID ANTHONY PLUSH & MRS ANN LOUISE PLUSH <PLUSH SUPER FUND A/C>	834,075	0.37
MRS ROCHELLE JANE PATTISON & MS KATHERINE MARGARET FORREST <SYLVAN S/F A/C>	800,000	0.36
ADVANCE PUBLICITY PTY LTD <THE IZMAR FAMILY A/C>	750,000	0.33

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B.	Equity security holders (continued)

	Ordinary shares
Name	Percentage of Number held issued shares
GRAVCON PTY LTD		700,000	0.31
Unquoted equity securities		145,778,865	64.93
	Number on issue	Number of holders
---	---	---
IMCRM1 unlisted options,<br> exercisable at $1.944, expiring 2021-11-30	14,493	1
IMCRM2 unlisted options, exercisable<br> at $1.876, expiring 2022-01-17	29,668	1
IMCAI unlisted options, exercisable<br> at US$10 per 40 options, expiring 2022-06-13	24,493,200	1
IMCAI unlisted options, exercisable<br> at US$12.5 per 40 options, expiring 2022-06-08	198,240	4
IMCAI unlisted options, exercisable<br> at US$5 per 40 options, expiring 2024-05-23	173,600	4
IMCAI unlisted options, exercisable<br> at US$5 per 40 options, expiring 2024-07-16	116,120	4
IMCAI unlisted options, exercisable<br> at $0.468, expiring 2023-03-15	7,897,647	1
Options issued under the executive share<br> and option plan to take up ordinary shares	6,726,510	15

The following holders have unquoted options each representing more than 20% of these securities:

●	HSBC<br> CUSTODY NOM AUST LTD: 24,493,200

C.	Substantial holders

Substantial holders in the company are set out below:

Ordinary shares	Number <br><br>held		Percentage
HSBC CUSTODY NOM AUST LTD		104,631,009		46.57	%
GRANDLODGE PTY LTD		11,778,269		5.26	%

D. Voting rights

The voting rights attaching to each class of equity securities are set out below:

(a)	Ordinary<br> shares: On a show of hands every member present at a meeting in person or by proxy shall<br> have one vote and upon a poll each share shall have one vote.
(b)	Options:<br> No voting rights.
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Exhibit 99.2

Rules 4.7.3 and 4.10.3^1^

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity
Immuron Limited
ABN/ARBN	Financial year ended
80<br> 063 114 045	30<br> June 2020

Our corporate governance statement^2^ for the above period above can be found at:^3^

☐ these pages of our annual report:

☒ this URL on our website:

http://www.immuron.com.au/corporate-directory-and-governance/

The Corporate Governance Statement is accurate and up to date as at 25 September 2020 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.

Date: 25 September 2020

Name of Secretary authorising lodgement: Phillip Hains, Company Secretary

^1^	Under Listing Rule 4.7.3, an entity must lodge with ASX<br>a completed Appendix 4G at the same time as it lodges its annual report with ASX.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

^2^	“Corporate governance statement” is defined<br>in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has<br>followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.
^3^	Mark whichever option is correct and then complete the page number(s) available on the<br> Company website, or the URL of the web page, where the entity’s corporate governance statement can be found.

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should disclose:<br><br> <br>(a) the<br>respective roles and responsibilities of its board and management; and<br><br> <br>(b) <br> those matters expressly reserved to the board and those delegated to management.	… the fact that we follow this recommendation:<br><br> <br>r <br> in our Corporate Governance Statement<br><br> <br><br><br> <br>… and information about the respective<br> roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated<br> to management):<br><br> <br>r <br> in our Corporate Governance Statement AND<br><br> <br>r <br> at this location:<br><br> <br>http://www.immuron.com
1.2	A listed entity should:<br><br> <br>(a) <br> undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election,<br> as a director; and<br><br> <br>(b) <br> provide security holders with all material information in its possession relevant to a decision on whether or not to elect<br> or re-elect a director.	… the fact that we follow this recommendation:<br><br> <br>r <br> in our Corporate Governance Statement
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	… the fact that we follow this recommendation:<br><br> <br>r <br> in our Corporate Governance Statement
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	… the fact that we follow this recommendation:<br><br> <br>þin<br> our Corporate Governance Statement
1.5	A listed entity should:		r an explanation why that is so in our Corporate

Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
	(a) <br> have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable<br> objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving<br> them;<br><br> <br>(b) <br> disclose that policy or a summary of it; and<br><br> <br>(c) <br> disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board<br> or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving<br> them and either:<br><br> <br>(1) <br> the respective proportions of men and women on the board, in senior executive positions and across the whole organisation<br> (including how the entity has defined “senior executive” for these purposes); or<br><br> <br>(2) <br> if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent<br> “Gender Equality Indicators”, as defined in and published under that Act.		Governance Statement
1.6	A listed entity should:<br><br> <br>(a) <br> have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors;<br> and<br><br> <br>(b) <br> disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period<br> in accordance with that process.	… the evaluation process referred to in<br> paragraph (a):<br><br> <br>þin<br> our Corporate Governance Statement<br><br> <br>****<br><br> <br>… and the information referred to in paragraph<br> (b):<br><br> <br>þin<br> our Corporate Governance Statement
1.7	A listed entity should:<br><br> <br>(a) <br> have and disclose a process for periodically evaluating the performance of its senior executives; and<br><br> <br>(b) <br> disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period<br> in accordance with that process.	… the evaluation process referred to in<br> paragraph (a):<br><br> <br>þin<br> our Corporate Governance Statement<br><br> <br>… and the information referred to in paragraph<br> (b):<br><br> <br>þin<br> our Corporate Governance Statement

Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1	The board of a listed entity<br> should:<br><br> <br>(a) <br> have a nomination committee which:<br><br> <br>(1) <br> has at least three members, a majority of whom are independent directors; and<br><br> <br>(2) <br> is chaired by an independent director, and disclose:<br><br> <br>(3) <br> the charter of the committee;<br><br> <br>(4) <br> the members of the committee; and<br><br> <br>(5)**** as at the end of each reporting period, the number of times the committee met throughout the period and the<br> individual attendances of the members at those meetings; OR<br><br> <br>(b) <br> if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession<br> issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to<br> enable it to discharge its duties and responsibilities effectively.	[If the entity complies with paragraph (a) (2):]<br><br> <br>… the fact that we have a nomination<br> committee that complies with paragraph (a) (2):<br><br> <br>r<br> in our Corporate Governance Statement<br><br> <br><br><br> <br>… and a copy of the charter of the committee:<br><br> <br><br><br> <br>r <br> at this location:<br><br> <br>http://www.immuron.com<br><br> <br><br><br> <br>… and the information referred to in paragraphs<br> (4) and (5):<br><br> <br><br><br> <br>r <br> in our Corporate Governance Statement AND<br><br> <br>r <br> at this location:<br><br> <br>http://www.immuron.com	þan explanation why the entity does not comply with 2.1(a)(1) is in our Corporate Governance Statement
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	… our board skills matrix:<br><br> <br>þat<br> this location:<br><br> <br>http://www.immuron.com

Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
2.3	A listed entity should disclose:<br><br> <br>(a) <br> the names of the directors considered by the board to be independent directors;<br><br> <br>(b) <br> if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of<br> the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or<br> relationship in question and an explanation of why the board is of that opinion; and<br><br> <br>(c) <br> the length of service of each director.	… the names of the directors considered<br> by the board to be independent directors:<br><br> <br>r <br> in our Corporate Governance Statement<br><br> <br>***<br><br> <br>… the length of service of each director:<br><br> <br>þat<br> this location:<br><br> <br>http://www.immuron.com*
2.4	A majority of the board of a listed entity should be independent directors.	r in our Corporate Governance Statement
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	… the fact that we follow this recommendation:<br><br> <br>****<br><br> <br>þin<br> our Corporate Governance Statement
2.6	A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	… the fact that we follow this recommendation:<br><br> <br>r<br> in our Corporate Governance Statement
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1	A listed entity should:<br><br> <br>(a) <br> have a code of conduct for its directors, senior executives and employees; and<br><br> <br>(b) <br> disclose that code or a summary of it.	… our code of conduct or a summary of it:<br><br> <br>***<br><br> <br>r <br> at this location:<br><br> <br>http://www.immuron.com*
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATEREPORTING
4.1	The board of a listed entity should:	[If the entity complies with paragraph (a) (2):]<br><br> <br>… the fact that we have an audit committee<br> that	þan explanation why the entity does not comply with 4.1(a)(1) is in our Corporate Governance Statement

Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of the period above. We have disclosed …
	(a) <br> have an audit committee which:<br><br> <br>(1) <br> has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and<br><br> <br>(2) is<br>chaired by an independent director, who is not the chair of the board,<br><br> <br>and disclose:<br><br> <br>(3) <br> the charter of the committee;<br><br> <br>(4) <br> the relevant qualifications and experience of the members of the committee; and<br><br> <br>(5)**** in relation to each reporting period, the number of times the committee met throughout the period and the individual<br> attendances of the members at those meetings; OR<br><br> <br>(b) <br> if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard<br> the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the<br> rotation of the audit engagement partner.	complies with paragraph (a) (2):<br><br> <br>r<br> in our Corporate Governance Statement<br><br> <br>*<br><br> <br>… and a copy of the charter of the committee:<br><br> <br>r <br> at this location:<br><br> <br>http://www.immuron.com<br><br> <br><br><br> <br>… and the information referred to in paragraphs<br> (4) and (5):<br><br> <br><br><br> <br>r <br> in our Corporate Governance Statement AND<br><br> <br><br><br> <br>r <br> at this location:<br><br> <br>http://www.immuron.com*
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	… the fact that we follow this recommendation:<br><br> <br>r<br> in our Corporate Governance Statement
4.3	A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	… the fact that we follow this recommendation:<br><br> <br>r<br> in our Corporate Governance Statement

Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of the period above. We have disclosed …
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should:<br><br> <br>(a) <br> have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and<br><br> <br>(b) <br> disclose that policy or a summary of it.	… our continuous disclosure compliance<br> policy or a summary of it:<br><br> <br>… the fact that we follow this recommendation:<br><br> <br>r<br> in our Corporate Governance Statement AND<br><br> <br>r <br> at this location:<br><br> <br>http://www.immuron.com
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	… information about us and our governance<br> on our website:<br><br> <br>r <br> at this location:<br><br> <br>http://www.immuron.com
6.2	A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	… the fact that we follow this recommendation:<br><br> <br>r<br> in our Corporate Governance Statement
6.3	A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	… our policies and processes for facilitating<br> and encouraging participation at meetings of security holders:<br><br> <br>r<br> in our Corporate Governance Statement AND<br><br> <br>r <br> at this location:<br><br> <br>http://www.immuron.com
6.4	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	… the fact that we follow this recommendation:<br><br> <br>****<br><br> <br>r<br> in our Corporate Governance Statement

Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity<br> should:<br><br> <br>(a) <br> have a committee or committees to oversee risk, each of which:<br><br> <br>(1) <br> has at least three members, a majority of whom are independent directors; and<br><br> <br>(2) <br> is chaired by an independent director, and disclose:<br><br> <br>(3) <br> the charter of the committee;<br><br> <br>(4) <br> the members of the committee; and<br><br> <br>(5) <br> as at the end of each reporting period, the number of times the committee met throughout the period and the individual<br> attendances of the members at those meetings; OR<br><br> <br>(b) <br> if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs<br> for overseeing the entity’s risk management framework.	[If the entity complies with paragraph (a) (2):]<br><br> <br>… the fact that we have a committee or<br> committees to oversee risk that comply with paragraph (a) (2):<br><br> <br>r<br> in our Corporate Governance Statement<br><br> <br>… and a copy of the charter of the committee:<br><br> <br>r <br> at this location:<br><br> <br>http://www.immuron.com<br><br> <br><br><br> <br>… and the information referred to in paragraphs<br> (4) and (5):<br><br> <br>r <br> in our Corporate Governance Statement AND<br><br> <br><br><br> <br>r <br> at this location:<br><br> <br>· The<br>Directors Report	þan explanation why the entity does not comply with 7.1(a)(1) is in our Corporate Governance Statement
7.2	The board or a committee of the board should:<br><br> <br>(a) <br> review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and<br><br> <br>(b) <br> disclose, in relation to each reporting period, whether such a review has taken place.	… the fact that we follow this recommendation:<br><br> <br>****<br><br> <br>r<br> in our Corporate Governance Statement
7.3	A listed entity should disclose:<br><br> <br>(a)**** if it has an internal audit function, how the function is structured and what role it performs; OR<br><br> <br>(b) <br> if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving<br> the effectiveness of its risk management and internal control processes.	**<br><br> <br>[If the entity complies with paragraph (b):]<br><br> <br>… the fact that we do not have an internal<br> audit function and the processes we employ for evaluating and continually improving the effectiveness of ourrisk management and<br> internal control processes:<br><br> <br>r<br> in our Corporate Governance Statement AND*<br><br> <br>r <br> at this location:<br><br> <br>http://www.immuron.com*

Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
7.4	A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	… whether we have any material exposure<br> to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks:<br><br> <br>r<br> in our Corporate Governance Statement
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should:<br><br> <br>(a) <br> have a remuneration committee which:<br><br> <br>(1) <br> has at least three members, a majority of whom are independent directors; and<br><br> <br>(2) <br> is chaired by an independent director, and disclose:<br><br> <br>(3) <br> the charter of the committee;<br><br> <br>(4) <br> the members of the committee; and<br><br> <br>(5) <br> as at the end of each reporting period, the number of times the committee met throughout the period and the individual<br> attendances of the members at those meetings; OR<br><br> <br>(b) <br> if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and<br> composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	[If the entity complies with paragraph (a) (2):]<br><br> <br>… the fact that we have a remuneration<br> committee that complies with paragraph (a) (2):<br><br> <br><br><br> <br>r<br> in our Corporate Governance Statement<br><br> <br>… and a copy of the charter of the committee:<br><br> <br>r <br> at this location:<br><br> <br>http://www.immuron.com<br><br> <br><br><br> <br><br><br> <br>… and the information referred to in paragraphs<br> (4) and (5):<br><br> <br><br><br> <br>r <br> in our Corporate Governance Statement AND<br><br> <br>****<br><br> <br>r <br> at this location:<br><br> <br>· <br> The Directors Report	þan explanation why the entity does not comply with 8.1(a)(1) in full is in our Corporate Governance Statement

Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	… separately our remuneration policies<br> and practices regarding the remuneration of non- executive directors and the remuneration of executive directors and other senior<br> executives:<br><br> <br><br><br> <br>r <br> in our Corporate Governance Statement AND<br><br> <br><br><br> <br>r <br> at this location:<br><br> <br>http://www.immuron.com
8.3	A listed entity which has<br> an equity-based remuneration scheme should:<br><br> <br>(a) <br> have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or<br> otherwise) which limit the economic risk of participating in the scheme; and<br><br> <br>(b) <br> disclose that policy or a summary of it.	… our policy on this issue or a summary of<br> it:<br><br> <br>****<br><br> <br>r<br> in our Corporate Governance Statement

Exhibit 99.3

CorporateGovernance Statement

The Board of Directors of Immuron Limited (“the Company”) is responsible for the corporate governance of the Company and guides and monitors the business and affairs of the Company on behalf of its shareholders.

The format of the Corporate Governance Statement is based on the Australian Stock Exchange Corporate Governance Council’s (“the Council”) “Corporate Governance Principles and Recommendations”. In accordance with the Council’s recommendations, the Corporate Governance Statement must contain certain specific information and must disclose the extent to which the Company has followed the guidelines during the period.

Where a recommendation has not been followed, that fact must be disclosed, together will the reasons for the departure. Immuron’s Corporate Governance Statement is structured with reference to the Council’s principles and recommendations, which are as follows:

Principle 1	Lay<br> solid foundations for management and oversight
Principle 2	Structure<br> the board to add value
Principle 3	Act<br> ethically and responsibly
Principle 4	Safeguard<br> integrity in corporate reporting
Principle 5	Make<br> timely and balanced disclosure
Principle 6	Respect<br> the rights of shareholders
Principle 7	Recognise<br> and manage risk
Principle 8	Remunerate<br> fairly and responsibly

Commensurate with the spirit of the ASX Corporate Governance Principles and Recommendations, the Company has followed each recommendation where the Board has considered the recommendation to be an appropriate benchmark for corporate governance practices, taking into account factors such as the size of the Company and the Board, resources available and activities of the Company. Where the Company’s corporate governance practices depart from the Principles and Recommendations, the Board has offered full disclosure of the nature of, and reason for, the adoption of its own practice.

Immuron’s corporate governance practices were in place throughout the year ended 30 June 2020. For further information on the corporate governance policies adopted by Immuron Limited, please refer to its website: www.immuron.com.

Principle 1: Lay solid foundations for management and oversight.

Role of the Board.

The primary role of the Board is to provide effective governance over the Company’s affairs to ensure the interests of the shareholders are protected and the confidence of the investing market is maintained whilst having regard for the interests of all the stakeholders.

This role is exercised by the Board, as whole, and each Director exercising diligent attention to the affairs of the Company.

In particular the Board is responsible for:

1)	Setting<br> the Company’s values and standards of conduct and ensuring that these are adhered to
2)	Providing<br> strategic direction and approving corporate strategic initiatives;
---	---
3)	Oversight<br> of the Company, including its control and accountability systems;
---	---
4)	Appointing<br> and removing the Chief Executive Office;
---	---
5)	Reviewing<br> and ratifying systems of risk management and internal compliance and controls, codes<br> of conduct and legal compliance;
---	---
6)	Monitoring<br> senior management performance and ensuring appropriate resources are available;
---	---
7)	Approving<br> and monitoring the progress of major capital expenditure, capital management and acquisitions<br> and divestitures;
---	---
8)	Approving<br> and monitoring financial and other reporting to shareholders and regulatory authorities.
---	---

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CorporateGovernance Statement

To ensure that all new Board members understand what is expected of them, in addition to their obligations under the Corporation Act, the Company provides them with a document setting out the key terms and conditions relating to their appointment.

Role of Management.

Through the Chief Executive Officer, management is responsible to the Board for the:

1)	Development<br> and implementation of agreed corporate strategy and performance objectives;
2)	Undertaking<br> the day to day activities of the Company;
---	---
3)	Identifying<br> all matters to be included in a risk profile of the Company and ensuring that effective<br> risk management systems are implemented and adhered to;
---	---
4)	Observing<br> the code of conduct;
---	---
5)	Ensuring<br> that the Board is fully informed of all matters which may have a material impact on the<br> ability of the Company to meet its obligations.
---	---

Board Appointments

The Company undertakes comprehensive reference checks prior to appointing a director, or putting that person forward as a candidate to ensure that person is competent, experienced, and would not be impaired in any way from undertaking the duties of director. The Company provides relevant information to shareholders for their consideration about the attributes of candidates together with whether the Board supports the appointment or re-election.

The terms of the appointment of a non-executive director, executive directors and senior executives are agreed upon and set out in writing at the time of appointment.

The Company Secretary

The Company Secretary is accountable directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board, including agendas, Board papers and minutes, advising the Board and its Committees (as applicable) on governance matters, monitoring that the Board and Committee policies and procedures are followed, communication with regulatory bodies and the ASX and statutory and other filings.

Diversity Policy

The Company is committed to increasing diversity amongst its employees, and not just in the area of gender diversity. Our workforce is employed based on the right person for the job regardless of their gender, age, nationality, race, religious beliefs, cultural background, sexuality or physical ability or appearance.

Executive and Board positions are filled by the best candidates available without discrimination. The Company is committed to increasing gender diversity within these positions when appropriate appointments become available. The Company is also committed to identifying suitable persons within the organisation, and where appropriate opportunities exist, advance diversity to support the promotion of talented employees into management positions.

The Company has not set any gender specific diversity objectives as it believes that multicultural diversity and other diversity factors are equally important within its organisation.

The following table demonstrates the Company’s gender diversity as at the date of this report:

	Number of Males	Number of Females
Directors	5	-
Key<br> Management Personnel	1	-
Other<br> Company Employees/Consultants	6	4

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CorporateGovernance Statement

Board Performance Review

The Board considers the ongoing development and improvement of its own performance, the performance of individual directors and Board Committees as critical to effective governance.

The Board has adopted an informal self-evaluation process to measure its own performance. The performance of the Board and individual directors is reviewed at least every year by the Board as a whole. This process includes a review in relation to the composition and skills mix of the Directors of the Company. Performance reviews involve analysis based on key performance indicators aligned with the financial and non-financial objectives of the Company. A performance review in accordance with the processes disclosed occurred during 2020.

Performance Review of KMP

On at least an annual basis, the Board conducts a formal performance review of the Chief Executive Officer and any other key management personnel (KMP). The Board assesses the performance of KMP against qualitative and quantitative key performance indicators relevant to each KMP. A performance review of KMP occurred during 2020 in accordance with this process.

Independent Advice

The Board collectively and each Director individually may take, at the expense of the Company, such independent professional advice as is considered necessary to fulfill their relevant duties and responsibilities.

Principle 2: Structure the Board to add value.

Board composition

The Board is comprised of five Non-Executive Directors and two Executive Directors. Four of the four Non-Executives, Dr Roger Aston, Mr Daniel Pollock, Prof. Ravi Savarirayan and Mr Stephen Anastasiou, are Independent Directors who act independent of management and free of any business or other relationship that could materially interfere with the exercise of their unfettered and independent judgment. The Board does consist of a majority of independent directors. The Board considers the presence of five independent directors on the Board (including the Chairman) provides the Board with sufficient independence. The Board assesses whether a director is independent in accordance with the Council’s independence guidelines. The skills and expertise of the Directors as a collective group are reviewed and assessed annually.

The skills, experience and expertise relevant to the position of each director who is in office at the date of the annual report and their term of office are detailed in the directors’ report.

Board Committees

The Board has established two Board committees, the Audit and Risks Committee and the Remuneration Committee, to assist the Board in discharging its responsibilities. Charters for Board Committees can be viewed on the Company’s website. Given the size of the Board and the Company, Board Committees consisting of only two members are deemed to be an appropriate size to allow the Committees to discharge their charters effectively. Both Board Committees consist of only Independent Directors and are both chaired by an Independent Director.

Nomination of Directors

The responsibilities of the Remuneration Committee include considering board succession issues and reviewing Board composition to assist in ensuring the Board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.

The Board has a skills matrix covering the competencies and experience of each member. When the need for a new director is identified, the required experience and competencies of the new director are defined in the context of this matrix and any gaps that may exist.

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CorporateGovernance Statement

Induction of New Directors and Ongoing Development

New Directors are issued with a formal Letter of Appointment that sets out the key terms and conditions of their appointment, including Director’s duties, rights and responsibilities, the time commitment envisaged, and the Board’s expectations regarding involvement with any Committee work.

A new director induction program is in place and Directors are encouraged to engage in professional development activities to develop and maintain the skills and knowledge needed to perform their role as Directors effectively.

Principle 3: Act ethically and responsibly

The Company has adopted the Australian National Health and Medical Research Council guidelines on ethical research practices.

Code of Conduct

Immuron is guided in all its activities by respect for all its stakeholders including employees, shareholders, contractors, customers and suppliers.

The Board has articulated the Company’s requirements for standards of conduct, from Directors and senior management, based on the following principles;

-	Directors<br> are subject to re-election every three years;
-	The<br> Chairman must be independent;
---	---
-	Conflict<br> of interest must be avoided wherever possible. If, for any reason, a potential conflict<br> arises, the Director/employee must declare the conflict and absent themselves from all<br> discussions and decisions on the relevant matter;
---	---
-	Employees,<br> consultants and Directors must respect the confidentiality of the Company’s assets, including<br> intellectual property, both during and after employment;
---	---
-	The<br> Company will comply with all relevant legislation and regulation;
---	---
-	The<br> Company will deal fairly with all its stakeholders;
---	---
-	The<br> Company will promote a culture of ethical behavior, encouraging openness amongst employees,<br> Directors and contractors.
---	---

In addition, during the period the Board adopted a Whistleblower Policy the object of which is to provide a whistleblower reporting regime., and protection for whistleblowers. The Whistleblower Policy is disclosed on the Company’s website.

Trading in Company Securities.

The Securities Trading Policy can be viewed in the Company’s website.

Briefly the policy states that in respect of any designated officer, either directly or indirectly, is not to deal in the Company’s securities at any time:

-	When<br> a designated officer is in possession of inside information; or
-	Where<br> the dealing is for short-term or speculative gain; or
---	---
-	Within<br> a period of 1 week prior to the release of the Company’s half year and annual financial<br> results.
---	---

A designated officer includes Directors, key management employees, consultants, and their associates, and is not to communicate inside information or cause that information to be communicated to another person, or deal in securities of outside companies about which they may obtain inside information by virtue of their position at Immuron.

Each Director has entered into an agreement with the Company to provide information to allow the Company to notify the ASX of any share transaction within five business days.

The Audit and Risks Committee will periodically review the compliance with this policy and report any departures to the Board.

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CorporateGovernance Statement

Principle4: Safeguard integrity in corporate reporting.

Audit and Risks Committee

The Board has established an Audit and Risks Committee, which operates under a Charter approved by the Board. It is the Board’s responsibility to ensure that an effective internal control framework exists within the Company. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial information as well as non-financial considerations such as the benchmarking of operational key performance indicators. The Board has delegated responsibility for establishing and maintaining a framework of internal control and ethical standards to the Audit and Risks Committee.

The Audit and Risks Committee consists of the following Independent Non-Executive Directors:

-	Mr<br> Daniel Pollock (Chairperson)
-	Dr<br> Roger Aston
---	---

Details of the Directors qualifications and attendance at audit committee meetings are set out in the Directors Report. The main responsibilities of the Audit and Risks Committee are to:

-	Determine<br> the adequacy of the Company’s administrative, operating and accounting controls<br> and policies including;
o	Systems<br> of internal control and management of risks, including the risks associated with the<br> Company’s production and R & D projects;
---	---
o	The<br> Company’s process for monitoring compliance with laws and regulations and its own<br> code of business conduct.
---	---
o	Oversee<br> and appraise the quality of the audits conducted by the Company’s external auditors;
---	---
o	Maintain<br> open lines of communication among the Board, management and external auditors to exchange<br> views and information, as well as confirm their respective authority and responsibilities;
---	---
o	Serve<br> as an objective party to review the financial information presented by management to<br> the Board, shareholders and regulators; and
---	---
o	Report<br> to the Board on matters relevant to the Committee’s role and responsibilities.
---	---
-	In<br> fulfilling its responsibilities, the Audit and Risks Committee:
---	---
o	Receives<br> regular reports from management;
---	---
o	Meets<br> with the external auditors at least twice a year and reviews any significant disagreements<br> between the auditors and management irrespective of whether they have been resolved;
---	---
o	Review<br> of the audit plan with the external auditors and evaluates the effectiveness of the external<br> audit;
---	---
o	Reviews<br> the process the Chief Executive Officer and Chief Financial Officer have in place to<br> support their certifications to the Board.
---	---

The Audit and Risks Committee has the authority, within the scope of its responsibilities, to seek and request any information it requires from any employee or external party.

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CorporateGovernance Statement

Chief Financial Officer Declarations

The CFOs have provided the Board with a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

External Auditor

The Company’s external auditor attends each annual general meeting and is available to answer any questions with regard to the conduct of the audit and their report.

Prior approval of the Board must be gained for non-audit work to be performed by the external auditor. There are qualitative limits on this non-audit work to ensure that the independence of the auditor is maintained.

There is also a requirement that the audit partner responsible for the audit not perform in that role for more than five years.

Principle 5: Making timely and balanced disclosure.

As Immuron’s shares are traded on the ASX the Company is very conscious that it has an obligation to ensure that the market is both fully and accurately informed about material matters by timely and balanced disclosure.

The Company has a Disclosure Policy which outlines the disclosure obligations of the Company as required under the ASX Listing Rules and Corporations Act. The policy is designed to ensure that procedures are in place so that the market is properly informed of matters which may have a material impact on the price at which Company securities are traded.

The Company Secretary has been nominated as the person responsible for communicating with the Australian Securities Exchange (ASX). This role includes responsibility for ensuring compliance with the continuous disclosure requirement in the ASX Listing Rules and overseeing and co-ordinating information disclosure to the ASX, analysts, brokers, shareholders, the media and the public.

The information disclosed will be factual and presented in a clear and balanced way. The Company has prepared and issued to all senior staff a written policy document on this matter and requires strict adherence to this policy.

The Company’s Disclosure Policy can be viewed on the Company’s website.

Principle 6: Respect the rights of shareholders.

The Company is committed to providing current and relevant information to its shareholders.

The Company respects the rights of its shareholders and to facilitate the effective exercise of those rights the Company is committed to:

●	communicating<br>effectively with shareholders through releases to the market via ASX, the company website, information mailed to shareholders<br>and the general meetings of the Company;
●	giving<br>shareholders ready access to clear and understandable information about the Company; and
---	---
●	making<br>it easy for shareholders to participate in general meetings of the Company.
---	---

The Company also makes available a telephone number and email address for shareholders to make enquiries of the Company. These contact details are available on the “contact us” page of the Company’s website.

Shareholders may elect to, and are encouraged to, receive communications from the Company and its securities registry electronically.

The Company maintains information in relation to its corporate governance documents, Directors and senior executives, Board and committee charters, annual reports and ASX announcements on the Company’s website.

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CorporateGovernance Statement

Principle 7: Recognise and managing risk.

The Board is committed to the identification, assessment and management of risk throughout the Company’s business activities.

The Company’s Risk Management Policy recognises that risk management is an essential element of good corporate governance and fundamental in achieving its strategic and operational objectives. Risk management improves decision making, defines opportunities and mitigates material events that may impact security holder value.

The Board review’s the entity’s risk management framework at least annually to satisfy itself that it continues to be sound. A review of the Company’s risk management framework was conducted during the 2020 financial year.

The Company’s Risk Management Policy is periodically reviewed and updated. Management reports risks identified to the Board through regular operations reports, and via direct and timely communication to the Board where and when applicable. During the reporting period, management has reported to the Board as to the effectiveness of the Company’s management of its material business risks. The Company does not have an internal audit function.

The Company faces risks inherent to its business, including economic risks, which may materially impact the Company’s ability to create or preserve value for security holders over the short, medium or long term. The Company has in place policies and procedures, including a risk management framework (as described in the Company’s Risk Management Policy), which is developed and updated to help manage these risks.The Board does not consider that the Company currently has any material exposure to environmental or social sustainability risks.

In addition to the usual business risks, the particular risks associated with the Company’s activities are:

-	Long<br> lead times and high costs associated with biotech research, development and commercialisation;
-	The<br> low success rate of biotech research in Australia;
---	---
-	Stringent<br> health regulations which are subject to regular change;
---	---
-	The<br> high level of funding required over a long period of time;
---	---
-	Securing<br> and protecting the Company’s intellectual property.
---	---

The Company also manages ongoing risk through the Audit and Risks Committee. The functions and responsibilities of that Committee are outlined earlier in this section of the report and are set out in Audit and Risks Committee Charter which is available on the Company’s website.

The Company’s Risk Management Policy can be viewed on its website.

Principle 8: Remunerate fairly and responsibly.

The Remuneration Committee is responsible for determining and reviewing compensation arrangements for the Directors and for approving parameters within which the review of the compensation arrangements for the senior executive team can be conducted by the Chief Executive Officer and/or the Board. The members of the Committee are Dr. Roger Aston (Committee Chairman) and Mr. Daniel Pollock.

Remuneration for Executive Directors and staff is determined by reference to market rates. The expected outcomes of the remuneration structure are:

-	retention<br> and motivation of key executives;
-	attraction<br> of high quality management to the Company and consolidated entity; and
---	---
-	performance<br> incentives that allow executives to share in the success of the Company.
---	---

From time to time employees and consultants are offered shares and options under plans previously agreed by shareholders. In a Company at this stage of its development, the only meaningful performance target is the share price and the exercise price for such options, which are set above the price at which the shares are trading at the time of issue and, for Executives, usually have a vesting period of up to five years. Participants in an equity based remuneration scheme are prohibited from entering into any transaction that would have the effect of hedging or otherwise transferring the risk of any fluctuation in the value of any unvested entitlement in the Company’s securities to any other person.

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CorporateGovernance Statement

In setting remuneration for non-executive Directors, the Board will use the following principles;

-	Non-Executive<br> Directors shall be paid fees and superannuation plus supplements for committee work within<br> the aggregate amount approved by shareholders (last set in 2018 at $500,000 for cash<br> remuneration);
-	Non-Executive<br> Directors may participate in options arrangements subject to shareholder approval. The<br> Board does not accept that options should not be given to non-executive Directors as<br> it believes (and shareholders have previously agreed) that in an R&D company their<br> particular expertise is vital to the team effort and therefore options are a valid incentive;
---	---
-	Non-Executive<br> Directors retirement payments are limited to compulsory employer superannuation;
---	---

Details of remuneration paid to Directors and key management personnel are set out in the Directors Report in the Annual Report.

Page 8

Exhibit 99.4

IMMURONLIMITED

[ABN: 80 063 114 045]

Notice of 2020 Annual General Meeting and Explanatory Memorandum

Date of Meeting:	Thursday, 29 October 2020
Time of Meeting:	4:30pm (AEST)
Registration from:	4:15pm (AEST)
Place of Meeting:	The meeting will be conducted by Zoom conference.
---	---

Covid 19 arrangements

To avoidneeding to attend the meeting, Shareholders are strongly encouraged to vote by lodging a directed proxy appointing theChairman before 4:30pm (AEST), Tuesday,27 October 2020. Instructions for lodging proxies are included on your personalisedproxy form.

Shareholders who wish to attend, orto appoint a proxy other than the Chairman to attend, by Zoom webinar must register at least 2 business days before the meetingat: https://us02web.zoom.us/webinar/register/WN_Y1OGfVujSpiWQjqQzV7LFQ After registering, you will receive a confirmation emailcontaining information about joining the webinar.

Please note that if Government directivesor other restrictions prohibiting physical meetings or making holding physical meetings impractical change, the Company may changearrangements for attendance and participation by Zoom. Because conditions and potential restrictions or other requirements formeetings relating to Covid-19 can change rapidly, if it becomes necessary or appropriate to make alternative arrangements to thoseset out in this Notice of AGM the Company will announcement the alternative arrangements to ASX. Shareholders are encouraged tocheck for announcements at the ASX website www.asx.com.au under the Company’s code IMC.

Following recent modifications broughtto the Corporations Act 2001 and the Corporations Regulations 2001 under the Corporations (Coronavirus Economic Response) Determination(No.1) 2020, no hard copy of the Notice of Annual General Meeting and Explanatory Memorandum will be circulated and shareholderswill instead be notified of how to access the Notice of Annual General Meeting and Explanatory Memorandum.

This is an important document. It shouldbe read in its entirety.

If you are in doubt as to the courseyou should follow, consult your financial or other professional adviser.

IMMURONLIMITED

ABN: 80 063 114 045

NOTICE OF 2020 ANNUAL GENERAL MEETING

Notice is hereby given that the 2020 Annual General Meeting of Immuron Limited [ABN 80 063 114 045] will be held by Zoom on Thursday, 29 October 2020 at 4:30pm (AEST).

Please refer to the note on the frontcover of this Notice of Meeting regarding Covid-19 related restrictions and lodging proxies and/or attending by Zoom.

The attached Explanatory Memorandum (Memorandum) is provided to supply Shareholders with information to enable Shareholders to make an informed decision regarding the Resolutions set out in this Notice of Annual General Meeting (Notice). The Memorandum is to be read in conjunction with this Notice.

This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

ORDINARY BUSINESS

2020 ANNUAL FINANCIAL STATEMENTS

To receive and consider the annual financial report of the Company for the financial year ended 31 June 2020 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s report.

Note: Except for as provided for in Resolution 1, there is no requirement for approval of the annual financial report. Accordingly, no resolution will be put to shareholders on this item of business.

RESOLUTION 1: NON-BINDING RESOLUTIONTO ADOPT REMUNERATION REPORT

To consider and, if thought fit, pass the following resolution as a non-binding ordinary resolution:

"That the Company approvethe adoption of the Remuneration Report, included in the Directors’ Report, for the year ended 30 June 2020."

A voting exclusion statement in respect of this Resolution is set out below.

RESOLUTION 2: RE-ELECTION OF DR ROGERASTON AS A DIRECTOR

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That Dr Roger Aston,who retires by rotation in accordance with the Company’s constitution and, being eligible, offers himself for re-election,be re-elected as a Director of the Company."

RESOLUTION 3 –RATIFICATION OF PRIOR ISSUE OF SHARES - PUBLIC OFFERING OF ADSs

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposesof Listing Rule 7.4 and for all other purposes, shareholders ratify the prior issue of 42,766,720 fully paid ordinary shares atan issue price of US$0.46875 (46.875 US cents) per share (represented by 1,066,668 American Depository Shares (ADSs) at an issueprice of US$18.75 per ADS) in a registered direct offering to unrelated investors that did not require disclosure under Chapter6D of the Corporations Act who were identified by H.C. Wainwright & Co., L.L.C., on 24 July 2020 as described in the Memorandumwhich accompanied and formed part of the Notice of Meeting.”

A voting exclusion statement in respect of this Resolution is set out below.

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![](ex99-4_002.jpg)

RESOLUTION 4 - APPROVAL TO REFRESH EXECUTIVESHARE OPTION PLAN

To consider and, if thought fit, to pass, the following as an ordinary resolution:

"THAT, for the purposesof ASX Listing Rule 7.2 exception 13 and for all other purposes, shareholders approve the Company’s Executive Share OptionPlan (an employee incentive scheme), as described in the Memorandum which accompanied and formed part of the Notice of Meeting."

A voting exclusion statement in respect of this Resolution is set out below.

RESOLUTION 5 - ADOPTION OF NON-EXECUTIVEDIRECTOR REMUNERATION POOL

To consider and, if thought fit, to pass, the following as an ordinary resolution:

"That, for the purposesof ASX Listing Rule 10.17, the Constitution and for all other purposes, the maximum aggregate sum that may be payable collectivelyto the Non-Executive Directors of the Company be increased by $250,000 per annum, from $500,000 per annum to $750,000 per annumas described in the Memorandum which accompanied and formed part of the Notice of Meeting."

A voting exclusion statement in respect of this Resolution is set out below.

RESOLUTION 6A: APPROVAL TO ISSUE SHARES TO A DIRECTOR – DR ROGER ASTON

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposeof ASX Listing Rule 10.11 and all other purposes, shareholders approve the issue of 712,500 fully paid ordinary shares at a deemedissue price of $0.08 (8 cents) each in lieu of cash payment of fees in the amount of $57,000 to Dr Roger Aston, a director of theCompany (and/or his nominee(s)), described in the Memorandum which accompanied and formed part of the Notice of Meeting.”

A voting exclusion statement in respect of this Resolution is set out below.

RESOLUTION 6B: APPROVAL TO ISSUE SHARES TO A DIRECTOR – MR DANIEL POLLOCK

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposeof ASX Listing Rule 10.11 and all other purposes, shareholders approve the issue of 618,750 fully paid ordinary shares at a deemedissue price of $0.08 (8 cents) each in lieu of cash payment of fees in the amount of $49,500 to Mr Daniel Pollock, a director ofthe Company (and/or his nominee(s)), as described in the Memorandum which accompanied and formed part of the Notice of Meeting.”

A voting exclusion statement in respect of this Resolution is set out below.

RESOLUTION 6C: APPROVAL TO ISSUE SHARESTO A DIRECTOR – PROF. RAVI SAVARIRAYAN

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposeof ASX Listing Rule 10.11 and all other purposes, shareholders approve the issue of 468,750 fully paid ordinary shares at a deemedissue price of $0.08 (8 cents) each in lieu of cash payment of fees in the amount of $37,500 to Prof. Ravi Savarirayan, a directorof the Company (and/or his nominee(s)), as described in the Memorandum which accompanied and formed part of the Notice of Meeting.”

A voting exclusion statement in respect of this Resolution is set out below.

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RESOLUTION 6D: APPROVAL TO ISSUE SHARES TO A DIRECTOR – MR STEPHEN ANASTASIOU

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposeof ASX Listing Rule 10.11 and all other purposes, shareholders approve the issue of 468,750 fully paid ordinary shares at a deemedissue price of $0.08 (8 cents) each in lieu of cash payment of fees in the amount of $37,500 to Mr Stephen Anastasiou, a directorof the Company (and/or his nominee(s)), as described in the Memorandum which accompanied and formed part of the Notice of Meeting.”

A voting exclusion statement in respect of this Resolution is set out below.

RESOLUTION 6E: APPROVAL TO ISSUE SHARESTO A DIRECTOR – MR PETER ANASTASIOU

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposeof ASX Listing Rule 10.11 and all other purposes, shareholders approve the issue of 468,750 fully paid ordinary shares at a deemedissue price of $0.08 (8 cents) each in lieu of cash payment of fees in the amount of $37,500 to Mr Peter Anastasiou, a directorof the Company (and/or his nominee(s)), as described in the Memorandum which accompanied and formed part of the Notice of Meeting.”

A voting exclusion statement in respect of this Resolution is set out below.

RESOLUTION 7A: APPROVAL TO ISSUE OPTIONSTO DR ROGER ASTON

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposeof ASX Listing Rule 10.14 and all other purposes, shareholders approve the issue under the Company’s Executive Share OptionPlan of 1.8 million unlisted options to acquire ordinary shares (each with an exercise price of $0.12 (12 cents) and expiring 48months after being issued) to Dr Roger Aston, a director of the Company (and/or his nominee(s)), as described in the Memorandumwhich accompanied and formed part of the Notice of Meeting.”

A voting exclusion statement in respect of this Resolution is set out below.

RESOLUTION 7B: APPROVAL TO ISSUE OPTIONSTO MR DANIEL POLLOCK

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposeof ASX Listing Rule 10.14 and all other purposes, shareholders approve the issue under the Company’s Executive Share OptionPlan of 1.8 million unlisted options to acquire ordinary shares (each with an exercise price of $0.12 (12 cents) and expiring 48months after being issued) to Mr Daniel Pollock, a director of the Company (and/or his nominee(s)), as described in the Memorandumwhich accompanied and formed part of the Notice of Meeting.”

A voting exclusion statement in respect of this Resolution is set out below.

RESOLUTION 7C: APPROVAL TO ISSUE OPTIONS TO PROF. RAVI SAVARIRAYAN

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That,for the purpose of ASX Listing Rule 10.14 and all other purposes, shareholders approve the issue under the Company’s ExecutiveShare Option Plan of 1.8 million unlisted options to acquire ordinary shares (each with an exercise price of $0.12 (12 cents) andexpiring 48 months after being issued)to Prof. Ravi Savarirayan, a director of the Company (and/or his nominee(s)), as described in the Memorandum which accompaniedand formed part of the Notice of Meeting.”

A voting exclusion statement in respect of this Resolution is set out below.

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RESOLUTION 7D: APPROVAL TO ISSUE OPTIONS TO MR STEPHEN ANASTASIOU

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposeof ASX Listing Rule 10.14 and all other purposes, shareholders approve the issue under the Company’s Executive Share OptionPlan of 1.8 million unlisted options to acquire ordinary shares (each with an exercise price of $0.12 (12 cents) and expiring 48months after being issued) to Mr Stephen Anastasiou, a director of the Company (and/or his nominee(s)), as described in the Memorandumwhich accompanied and formed part of the Notice of Meeting.”

A voting exclusion statement in respect of this Resolution is set out below.

RESOLUTION 7E: APPROVAL TO ISSUE OPTIONS TO MR PETER ANASTASIOU

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposeof ASX Listing Rule 10.14 and all other purposes, shareholders approve the issue under the Company’s Executive Share OptionPlan of 1.8 million unlisted options to acquire ordinary shares (each with an exercise price of $0.12 (12 cents) and expiring 48months after being issued) to Mr Peter Anastasiou, a director of the Company (and/or his nominee(s)), as described in the Memorandumwhich accompanied and formed part of the Notice of Meeting.”

A voting exclusion statement in respect of this Resolution is set out below.

RESOLUTION 8: APPROVAL OF10% PLACEMENT FACILITY

To consider, and if thought fit, pass the following resolution as a special resolution:

“That for the purposeof ASX Listing Rule 7.1A, shareholders approve the Company having the capacity to issue fully paid ordinary shares in the capitalof the Company up to the maximum number permitted under ASX Listing Rule 7.1A.2 at an issue price which is not less than 75% ofthe volume weighted average market (closing) price of the Company’s ordinary shares calculated over the last fifteen (15)days on which trades of the Company’s ordinary shares were recorded on ASX immediately before the date on which the issueprice is agreed or the date the issue is made as described in the Memorandum which accompanied and formed part of the Notice ofMeeting.”

Voting Note – Resolution8:

If as at the time of the Meeting, the Company:

●	is included in the S&P/ASX 300 Index; and
●	has a market capitalisation of greater than AU$300 million,<br>this Resolution will be withdrawn.
---	---

VOTING EXCLUSION STATEMENTAND PROHIBITION – RESOLUTION 1

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons:

●	a member of the key management personnel, details of<br>whose remuneration are included in the Remuneration Report; or
●	a closely related party of such a member (referred to<br>herein as Restricted Voters).
---	---

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However, a person (voter) may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a Restricted Voter and the voter is appointed as a proxy in writing that specifies the way the proxy is to vote on Resolution 1. The Chair may also exercise undirected proxies if the vote is cast on behalf of a person entitled to vote on Resolution 1 and the proxy appointment expressly authorises the Chair to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of members of the key management personnel of the Company.

Voting Prohibition:

Directors of the Company who are key management personnel whose remuneration details are included in the 2020 Remuneration Report, any other key management personnel whose remuneration details are included in the 2020 Remuneration Report, or any of their closely related parties, will not be able to vote on Resolution 1 or to vote undirected proxies held by them on Resolution 1.

VOTING EXCLUSION STATEMENT– RESOLUTION 3

The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of any person who participated in the issue which is the subject of the Resolution or any associate of that person.

However, this does not apply to a vote cast in favour of Resolution 3 by:

●	a person as proxy or attorney for a person who is entitled<br>to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that<br>way; or
●	the Chair of the Meeting as proxy or attorney for a person<br>who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the<br>Chair decides; or
---	---
●	a holder acting solely as in a nominee, trustee, custodial<br>or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
---	---
◌	the beneficiary provides written confirmation to the<br>holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution;<br>and
---	---
◌	the holder votes on the resolution in accordance with<br>directions given by the beneficiary to the holder to vote in that way.
---	---

VOTING EXCLUSION STATEMENTAND PROHIBITION – RESOLUTION 4

The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of a person who is eligible to participate in the applicable employee incentive scheme or any of their associates.

However, this does not apply to a vote cast in favour of any of Resolution 4 by:

●	a person as proxy or attorney for a person who is entitled<br>to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that<br>way; or
●	the Chair of the Meeting as proxy or attorney for a person<br>who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the<br>Chair decides; or
---	---
●	a holder acting solely as nominee, trustee, custodial<br>or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
---	---
◌	the beneficiary provides written confirmation to the<br>holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution;<br>and
---	---
◌	the holder votes on the resolution in accordance with<br>directions given by the beneficiary to the holder to vote in that way.
---	---

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Voting Prohibition:

Other than as set out below, a vote on Resolution 4 must not be cast as proxy by a Restricted Voter^.

A Restricted Voter may cast a vote on Resolution 4 as a proxy if either:

●	the Restricted Voter is<br>appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or
●	the<br>Restricted Voter is the Chair of the Meeting and the written appointment of the Chair as proxy:
---	---
◌	does not specify the way the proxy is to vote on the<br>resolution; and
---	---
◌	expressly authorises the Chair to exercise the proxy<br>even though this resolution is connected directly or indirectly with the remuneration of a member of the key management personnel.
---	---

VOTING EXCLUSION STATEMENTAND PROHIBITION – RESOLUTION 5

The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of a Director of the Company and any of their associates.

However, this does not apply to a vote cast in favour of any of Resolution 5 by:

●	a person as proxy or attorney for a person who is entitled<br>to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that<br>way; or
●	the Chair of the Meeting as proxy or attorney for a person<br>who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the<br>Chair decides; or
---	---
●	a holder acting solely as nominee, trustee, custodial<br>or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
---	---
◌	the beneficiary provides written confirmation to the<br>holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution;<br>and
---	---
◌	the holder votes on the resolution in accordance with<br>directions given by the beneficiary to the holder to vote in that way.
---	---

Voting Prohibition:

Other than as set out below, a vote on Resolution 5 must not be cast as proxy by a Restricted Voter^.

A Restricted Voter may cast a vote on Resolution 5 as a proxy if either:

●	the Restricted Voter is appointed as a proxy by writing<br>that specifies the way the proxy is to vote on the resolution; or
●	the<br>Restricted Voter is the Chair of the Meeting and the written appointment of the Chair as proxy:
---	---
◌	does not specify the way the proxy is to vote on the<br>resolution; and
---	---
◌	expressly authorises the Chair to exercise the proxy<br>even though this resolution is connected directly or indirectly with the remuneration of a member of the key management personnel.
---	---

VOTING EXCLUSION STATEMENTAND PROHIBITION – RESOLUTIONS 6A TO 6E

The Company will disregard any votes cast in favour of Resolutions 6A to 6E (inclusive) by or on behalf of the person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) and any of their associates.

However, this does not apply to a vote cast in favour of any of Resolutions 6A to 6E by:

●	a person as proxy or attorney for a person who is entitled<br>to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that<br>way; or
●	the Chair of the Meeting as proxy or attorney for a person<br>who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the<br>Chair decides; or
---	---

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●	a holder acting solely<br>as nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
◌	the beneficiary provides written confirmation to the<br>holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution;<br>and
---	---
◌	the holder votes on the resolution in accordance with<br>directions given by the beneficiary to the holder to vote in that way.
---	---

Voting Prohibition:

Other than as set out below, a vote on Resolutions 6A to 6E must not be cast as proxy by a Restricted Voter^.

A Restricted Voter may cast a vote on Resolutions 6A to 6E as a proxy if either:

●	the Restricted Voter is appointed as a proxy by writing<br>that specifies the way the proxy is to vote on the resolution; or
●	the Restricted Voter is the Chair of the Meeting and<br>the written appointment of the Chair as proxy:
---	---
◌	does not specify the way the proxy is to vote on the<br>resolution; and
---	---
◌	expressly authorises the Chair to exercise the proxy<br>even though this resolution is connected directly or indirectly with the remuneration of a member of the key management personnel.
---	---

VOTING EXCLUSION STATEMENTAND PROHIBITION – RESOLUTIONS 7A TO 7E

The Company will disregard any votes cast in favour of Resolutions 7A to 7E (inclusive) by or on behalf of a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question and any of their associates.

However, this does not apply to a vote cast in favour of any of Resolutions 7A to 7E by:

●	a person as proxy or attorney for a person who is entitled<br>to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that<br>way; or
●	the Chair of the Meeting as proxy or attorney for a person<br>who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the<br>Chair decides; or
---	---
●	a holder acting solely as nominee, trustee, custodial<br>or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
---	---
◌	the beneficiary provides written confirmation to the<br>holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution;<br>and
---	---
◌	the holder votes on the resolution in accordance with<br>directions given by the beneficiary to the holder to vote in that way.
---	---

Voting Prohibition:

Other than as set out below, a vote on Resolutions 7A to 7E must not be cast as proxy by a Restricted Voter^.

A Restricted Voter may cast a vote on Resolutions 7A to 7E as a proxy if either:

●	the Restricted Voter is appointed as a proxy by writing<br>that specifies the way the proxy is to vote on the resolution; or
●	the Restricted Voter is the Chair of the Meeting and<br>the written appointment of the Chair as proxy:
---	---
◌	does not specify the way the proxy is to vote on the<br>resolution; and
---	---
◌	expressly authorises the Chair to exercise the proxy<br>even though this resolution is connected directly or indirectly with the remuneration of a member of the key management personnel.
---	---

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^	RESTRICTED VOTERS –RESOLUTIONS 4 TO 7E

^	Each of the following is a “Restricted Voter”:
●	a member of the key management personnel (KMP), details<br>of whose remuneration are included in the Remuneration Report for the year ended 30 June 2020; or
---	---
●	a closely related party of a KMP.
---	---

Key management personnel (“KMP”) are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, whether directly or indirectly. Members of KMP include its directors and certain senior executives.

A closely related party of a member of the KMP means any of the following:

●	a spouse, child or dependent of the member;
●	a child or dependent of the member's spouse;
---	---
●	anyone else who is one of the member's family and may<br>be expected to influence, or be influenced by, the member in the member's dealings with the Company;
---	---
●	a company the member controls; or
---	---
●	a person prescribed by regulations (as at the date of<br>this Notice, no additional persons have been prescribed by regulation).
---	---

If you are a KMP or a closelyrelated party of a KMP (or are acting on behalf of any such person) and purport to cast a vote that will be disregarded by theCompany (as indicated above), you may be liable for an offence for breach of voting restrictions that apply to you under the CorporationsAct.

Further details in respect of the resolutions are set out in the Explanatory Memorandum accompanying this Notice of General Meeting.

Shareholders who intend to appoint the Chair as proxy (including an appointment by default) should have regard to the Proxy and Voting Instructions on page #7 of this Notice.

OTHER BUSINESS

To consider any other business that may be brought before the Meeting in accordance with the Constitution of the Company and the Corporations Act.

By the order of the Board

Mr Phillip Hains

Company Secretary

Immuron Limited

Dated: 25 September 2020

The accompanying ExplanatoryMemorandum, Proxy Form, and Proxy Voting Instructions form part of this Notice of General Meeting.

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PROXY AND VOTING INSTRUCTIONS

1. Proxy Instructions

A Shareholder entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of the Shareholder. Where the Shareholder is entitled to cast two or more votes, the Shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, each proxy may exercise half of the votes, in which case any fraction of votes will be disregarded. A proxy may, but need not, be a Shareholder.

Instructions for lodging proxies are included on your personalised proxy form. Proxies may be lodged using any of the following methods:

-	online by visiting https://investor.automic.com.au/#/loginsah
-	by returning a completed Proxy Form by post to: Automic,<br>GPO Box 5193, Sydney NSW 2001
---	---
-	by faxing a completed Proxy Form to +61 (0)2 8583 3040
---	---
-	by emailing a completed Proxy Form to: meetings@automicgroup.com.au
---	---

not less than 48 hours before the time for holding the Meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote. If executed by under power of attorney, to be effective, the instrument of appointment of a proxy and power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority must be lodged by at the registered office of the Company or sent by facsimile transmission to the office of the Company Secretary on +61 (0)3 9822 7735 not less than 48 hours before the time for holding the Meeting, or adjourned meeting as the case may be. The proxy form must be signed by the Shareholder’s attorney duly authorised in writing (or in the case of a joint holding, by each joint holder and/or their attorney duly authorised in writing) or, if the member is a corporation, in a manner permitted by the Corporations Act. A proxy given by a foreign corporation must be executed in accordance with the laws of that corporation’s place of incorporation.

If you sign the proxy form and do not appoint a proxy, you will have appointed the Chair of the Meeting as your proxy.

The appointment of one or more duly appointed proxies will not preclude a Shareholder from attending this Meeting and voting personally. If the Shareholder votes on a resolution, the proxy must not vote as the Shareholder’s proxy on that resolution.

2. How the Chair Will Vote UndirectedProxies

Subject to the voting exclusions or prohibitions set out in the Notice, the Chair will vote undirected proxies in favour of all of the proposed resolutions.

3. Voting Restrictions - KMP

Voting restrictions are set out in the Notice. These include prohibitions on key management personnel and any of their closely related parties (Restricted Voters). The Remuneration Report identifies key management personnel for the year ended 30 June 2020. Their closely related parties are defined in the Corporations Act 2001 (Cth) and include specified family members, dependents and companies they control.

Directors of the Company who are key management personnel whose remuneration details are included in the 2020 Remuneration Report, any other key management personnel whose remuneration details are included in the 2020 Remuneration Report, or any of their closely related parties will not be able to vote on Resolution 1 provided however that the Chair may vote undirected proxies on behalf of persons eligible to vote where expressly authorised to do so on the proxy form.

Restricted voters are prohibited from voting undirected proxies held by them on Resolutions 4 to 7E provided however that the Chair may vote undirected proxies on behalf of persons eligible to vote where expressly authorised to do so on the proxy form. Refer to the Notice for further detail about who is a Restricted Voter.

4. Corporate Representatives

Corporate representatives are requested to bring appropriate evidence of appointment as a representative in accordance with the constitution of the Company. Attorneys are requested to bring the original or a certified copy of the power of attorney pursuant to which they were appointed. Proof of identity will also be required for corporate representatives and attorneys.

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5. Determination of Voting Entitlement

For the purpose of section 1074E(2)(g)(i) of the Corporations Act and Regulation 7.11.37 of the Corporations Regulations, the Board has determined that Shareholders entered on the Company’s Register of Members at 7:00pm on 27 October 2020 (AEST) are entitled to attend and vote at the Meeting.

On a show of hands, each member present in person or by proxy or, in the case of a body corporate, by a representative, shall have one vote. On a poll, every member present in person or by attorney or by proxy or, in the case of a body corporate, by a representative, shall have one vote for each share held by him, her or it. The Chair will call a poll on each resolution.

6. Special Resolution

Resolution 8 is proposed as a special resolution. For a special resolution to be passed, at least 75% of the votes validly cast on the resolution by shareholders (by number of shares) must be in favour of the resolution.

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EXPLANATORY MEMORANDUM

2020 ANNUAL GENERAL MEETING

PURPOSE OF INFORMATION

This Explanatory Memorandum (Memorandum) accompanies and forms part of the Company’s Notice of 2020 Annual General Meeting (Notice) to be held by Zoom on Thursday, 29 October 2020 at 4:30pm (AEST).

Please refer to the noteon the front cover of this Notice of Meeting regarding Covid-19 related restrictions and lodging proxies and/or attending by Zoom.

The Notice incorporates, and should be read together with, this Memorandum.

ORDINARY BUSINESS

2020 Annual Financial Statements

The Annual Financial Statements, comprising the Financial Report, Directors' Report and Auditor's Report for the year ended 30 June 2020 will be laid before the meeting. Shareholders will have the opportunity to ask questions about, or make comments on, the 2020 Annual Financial Statements and the management of the Company. A representative of the auditor will be invited to attend, to answer questions about the audit of the Company’s 2020 Annual Financial Statements.

The Company’s 2020 Annual Financial Statements are set out in the Company’s 2020 Annual Report which can be obtained from the Company’s website, www.immuron.com.

There is no requirement for these reports to be formally approved by shareholders. No resolution is required to be moved in respect of this item.

Resolution 1 - Adoption ofRemuneration Report

In accordance with Section 300A(1) of the Corporations Act the Remuneration Report is included in the Directors Report for the financial year ended 30 June 2020.

The Remuneration Report sets out details of the remuneration received by the directors and key Company executives, in addition to describing Board policy in respect of remuneration. Resolution 1 seeks Shareholder approval of the adoption of the Remuneration Report by the Company.

The outcome of the vote on this resolution is advisory only and not binding on the Company or the Board.

The Corporations Act provides that members of the Key Management Personnel (as set out in the Company's 2020 Annual Report, and is defined in the Corporation Act to include the Chairman) whose remuneration details are included in the Remuneration Report (and any closely related party of those members) are not permitted to vote on a resolution to approve the Remuneration Report.

However, sections 250U to 250Y of Corporations Act provide for a ‘two strikes and re-election’ process in relation to the shareholder vote on the Remuneration Report provide that:

●

A ‘first strike’ will occur if this Remuneration Report resolution receives a ‘no’ vote of 25% or more. If this occurs, the Company’s subsequent remuneration report must contain an explanation of the Board’s proposed action in response to the ‘no’ vote or an explanation of why no action has been taken by the Board.

●

A ‘second strike’ will occur if the resolution to adopt the Remuneration Report at the 2018 Company Annual General Meeting also receives a ‘no’ vote of 25% or more. If this occurs, shareholders will vote at that Annual General Meeting to determine whether the Directors will need to stand for re-election at a separate, subsequent meeting (the ‘spill resolution’). If the spill resolution passes with 50% or more of eligible votes cast, the spill meeting must take place within 90 days.

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The Company has not received a first strike.

The Remuneration Report is set out in the Company’s 2020 Annual Report which can be viewed online at the Company’s website, www.immuron.com.

As set out in the Notice, any member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, together with a closely related party of those members, are excluded from voting on Resolution 1.

The Chairman, subject to the restrictions set out in the Notice, intends to exercise all undirected proxies in favour of Resolution 1.

Resolution 2 - Re-Election of Director– Dr Roger Aston

Under clause 13.3 of the Constitution and ASX Listing Rule 14.4, no Director shall retain office for a period in excess of three years (or beyond the third annual general meeting) without submitting himself or herself for re-election. A Director who retires from office by rotation and is eligible for re-election may offer him or herself for re-election.

Accordingly, Dr Aston retires by rotation in accordance with clause 13.3 of the Constitution and ASX Listing Rule 14.4 and, being eligible, offers himself for re-election.

Dr Roger Aston Independent Non-Executive Chairman
Experience and expertise	Dr Aston holds a BSc (Hons) and PhD. He has more than 20 years' experience in the pharmaceutical and biotechnology industries. Dr Aston was previously the chief executive officer and a director of Mayne Pharma Group Limited (ASX: MYX).
	Prior to his position at Mayne Pharma, some of his previous positions have included chief executive officer of Peptech Limited (ASX: PTD), director of Cambridge Antibody Technology Limited (LSE: CAT and NASDAQ: CATG) and chairman of Bio Focus Plc (formerly: Cambridge Drug Discovery Limited).
	Dr Aston was also founder and chief executive officer of Biokine Technology Ltd (UK) prior to its acquisition by the Peptech Group. Dr Aston was also a director of pSivida Ltd. During the past 20 years of his career, Dr Aston has been closely involved in the development of many successful pharmaceutical and biotechnology companies.
	He has extensive experience including negotiating global licence agreements, overseeing product registration activities with the FDA, the establishment and implementation of guidelines and operating procedures for manufacturing and clinical trials, overseeing manufacturing of human and veterinary products, private and public fund raising activities and the introduction of corporate governance procedures.
Date first appointed	20 March 2012
Other	Oncosil Limited (ASX: OSL), since 28 March 2013
current	Pharmaust Limited (ASX: PAA), since 12 August 2013
directorships	Resapp Health Limited (ASX: RAP), since 2 July 2015
Former directorships	Regeneus Limited (ASX: RGS), until 29 April 2019
in last 3 years
Special responsibilities	Member of the audit and risk
	committee Chair of the remuneration
	committee

The Directors (with Dr Aston abstaining) recommend shareholders vote in favour of this Resolution.

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Resolution 3 - Ratificationof prior issue of shares - public offering of ADSs

On 24 July 2020 the Company announced that it had finalised a private placement capital raising of 42,766,720 Shares (1,066,668 American Depository Shares (ADSs) each representing 40 Shares) at an issue price of US$0.46875 (46.875 US cents) per share (US$18.75 per ADS) in a registered direct offering to unrelated investors that did not require disclosure under Chapter 6D of the Corporations Act who were identified by H.C. Wainwright & Co., L.L.C to raise approximately US$20 million before costs. The Appendix 3B for the Placement was released to ASX on 23 July 2020.

Resolution 3 seeks shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Shares.

The Shares were issued on 24 July 2020 and an Appendix 2A was released to ASX on that date. The shares were issued without shareholder approval under the placement capacities available to the Company under ASX Listing Rules 7.1 (24,926,255 Shares) and 7.1A (17,740,465 Shares).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions including ASX Listing Rule 7.1A, issue or agree to issue during any twelve (12) month period any equity securities, or other securities with rights to conversion to equity (such as options), if the number of those securities exceeds 15% of the share capital of the Company at the commencement of that twelve (12) month period. The Company obtained shareholder approval under ASX Listing Rule 7.1A to issue equity securities under the additional 10% placement capacity at its 2019 Annual General Meeting on 6 November 2019.

ASX Listing Rule 7.4 provides that where a company’s shareholders ratify the prior issue of securities, or an agreement to issue securities, made pursuant to ASX Listing Rule 7.1 and/or ASX Listing Rule 7.1A (provided the previous issue did not breach ASX Listing Rule 7.1 and/or ASX Listing Rule 7.1A) those securities will be deemed to have been issued or agreed to be issued with shareholder approval for the purposes of ASX Listing Rule 7.1 and/or ASX Listing Rule 7.1A. The Company seeks approval under ASX Listing Rule 7.4 to refresh its capacity to make further issues without shareholder approval under ASX Listing Rule 7.1 and/or ASX Listing Rule 7.1A.

If shareholders pass Resolution 3, the issue of the shares will be treated as not having used placement capacity of the Company under the ASX Listing Rules and the Company will be able to issue equity securities using the refreshed placement capacity without shareholder approval. If shareholders do not pass Resolution 3 the shares will continue to use the placement capacity that is available to the Company under the ASX Listing Rules.

The following information is provided in accordance with the requirements of ASX Listing Rule 7.5:

Date of issue	24 July 2020
Number issued	42,766,720 Shares (represented by 1,066,668 American Depository Shares (ADSs))
Total consideration received	Approximately US$20 million before costs, at an issue price of US$0.46875 (46.875 US cents) per share (US$18.75 per ADS)
Class and type of equity security	Ordinary fully paid shares
Summary of terms	Ranking pari passu with all other fully paid ordinary shares on issue in the Company.
Persons who received securities or basis on which those persons were determined	Unrelated<br> investors who did not require disclosure under Chapter 6D of the Corporations Act and who were identified by H.C. Wainwright & Co., L.L.C.
Use of funds raised	To further the Company’s Research and Development portfolio, expand on the preliminary SARS-CoV-2 neutralization findings, supporting existing preclinical and clinical development projects, supporting marketing initiatives and providing ongoing working capital.
Voting Exclusion Statement	A voting exclusion statement is included in the Notice.

The Directors recommend that you vote in favour of this Resolution.

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Resolution 4 – Approvalto Refresh Executive Share Option Plan

As the Company’s current Executive Share and Option Plan (the “Plan”) was last approved by Shareholders at the 2017 AGM, renewal of Shareholder approval is required if the Company wishes to exclude issuances of securities under the Plan for the purposes of ASX Listing Rule 7.1.

Under the Company’s current circumstances, the Directors consider providing this incentive to Plan participants as a cost-effective way for the Company to attract, retain or incentivise its employees and consultants as opposed to alternative forms of incentives such as cash bonuses, or other forms of increased remuneration. By issuing securities to these persons, it also aligns their interests through sustained shareholder value with those of all shareholders.

Issues to Directors and their associates (including persons whose relationship with the Company or a Director or an associate of a Director is, in ASX’s opinion, such that approval should be obtained) under the Plan require further shareholder approvals to be obtained under Listing Rule 10.14. Resolutions 8 to 13 are proposed for the purposes of seeking approval to issue options to Directors or their associates as described below.

Summary of the key provisionsof the Plan

Under the Plan the Board may offer to eligible persons the opportunity to subscribe for options as the Board may determine from time to time on the terms as outlined in the rules of the Plan.

Selected senior management, consultants and, subject to shareholder approval pursuant to the Listing Rules, the directors of the Company (collectively “the Participants”) are eligible to participate in the Plan at the absolute discretion of the Company’s board of directors.

The aggregate number of Shares which may be issued upon the exercise of the options, and all other share purchase plans shall not at any time exceed 5% of the total number of issued Shares of the Company.

Shares allotted and issued under the Plan must rank equally in all respects with other Shares from the date of allotment and issue, subject to the satisfaction of any applicable disposal restrictions.

The vesting date, expiry date, exercise price and exercise period in relation to an option issued under the Plan are determined by the Board in its discretion.

The Plan also permits the Board, in its absolute discretion, to provide financial assistance to an entitled person (in an amount up to the exercise price) in order for that person to exercise Incentive Options. The assistance (subject to compliance with the provisions of the Corporations Act and the Listing Rules) would be by way of a full recourse loan to the option holder of commercial terms, to be secured in favour of the Company (with the Shares issuing upon exercise of options subject to disposal restrictions determined by the Board) until the loan is repaid. The Board currently has no intention to provide any such assistance, but the ability to do so is within the discretion of the Board.

The above is only a summary of the main features of the Plan. A full copy of the Plan will be provided without charge to shareholders on request.

Section 200B of the CorporationsAct

Shareholder approval under section 200E of the Corporations Act (as described below) is being sought to give the Board maximum flexibility in the manner in which it may exercise its discretion under the Plan. There is no guarantee that the Board will grant any of the termination benefits described below.

Under section 200B of the Corporations Act, a company may only give a person (who holds a managerial or executive office in the Company) a benefit in connection with their retirement if it is approved by shareholders under section 200E or an exemption applies.

The Plan allows the Board, in its discretion, to afford persons ceasing employment with the Company certain benefits under the Plan. The term “benefit” has a wide operation and includes the Board exercising its discretion to bring forward the Option exercise period and permit an early exercise of the Participant’s options granted under the Plan (an “Accelerated Exercise Period”). In addition, the term "benefit" could include any financial assistance given in relation to the exercise of an Option.

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Information required for Section200E of the Corporations Act

For a section 200B benefit to be allowed, section 200E of the Corporations Act requires that the Notice provide Shareholders with either the value of the proposed benefits or, where the value of the proposed benefits cannot currently be ascertained, the manner in which the value of the proposed benefits is calculated, and the matters, events and circumstances that will, or are will likely to, affect the calculation of the value.

As stated above, the Board has not determined that it will exercise discretion to grant any Accelerated Exercise Periods. In the circumstances of a possible Accelerated Exercise Period, the value of the termination benefits that the Board may give under the ESOP cannot be determined in advance, as many of the factors that will or are likely to affect that value will not be known until the time the benefit is decided to be awarded (if at all).

Specifically, the value of an Accelerated Exercise Period will depend on a number of factors, including the Company’s share price at the time of vesting of the Options and the number of Options that the Board decides to allow vest early (if any). Shareholders should note the benefit is restricted to an accelerated of the vesting of an Option, it does not change the exercise price or the number of Shares which are subject to the Option/s.

In addition, under the terms of the Plan (summarised above), the Board also has a discretion to provide financial assistance to an entitled person (in an amount up to the exercise price) in order for that person to exercise the Plan options. If such a loan was provided on the exercise of an Option in connection with a person ceasing to be an employee, that loan would also constitute a benefit within the application of section 200B. The maximum value of such a loan would be the aggregate exercise price of the underlying Options. The Board currently has no intention to provide any such assistance, but if this Resolution 5 is passed, the ability to do so would be within the discretion of the Board.

ASX Listing Rules

A total of 8.3 million securities (options) have been issued under the Plan since it was last approved at the 2017 AGM.

As referred to above, the aggregate number of Shares which may be issued upon the exercise of the options, and all other share purchase plans shall not at any time exceed 5% of the total number of issued Shares of the Company. The total number of securities which may be issued under the Plan following its approval if Resolution 4 is passed is 11.205 million options.

ASX Listing Rule 7.1 provides that Shareholder approval is required for an issue of securities if the securities will, when aggregated with the securities issued by the entity during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12-month period.

ASX Listing Rule 7.2 Exception 13 provides an exception to ASX Listing Rule 7.1 for securities issued under an employee incentive scheme within 3 years after Shareholder approval of the scheme. The Company therefore seeks approval of the Plan (which is an employee incentive scheme) under ASX Listing Rule 7.2 exception 13 so that issues of securities under the Plan do not impede the capacity of the Company to issue up to a further 15% of its capital without Shareholder approval. ASX Listing Rule 7.1 would otherwise require Shareholder approval each time shares or other securities are issued to avoid using the Company’s capacity to 15% of its issued share capital.

ASX Listing Rule 7.2 exception 14 also provides an exception to Listing Rule 7.1 for issues made to Directors and their associates with approval under Listing Rules 10.11 or 10.14, also avoiding the use of the Company’s capacity to 15% of its issued share capital. Resolutions 7A to 7E are proposed for the purposes of seeking approval to issue Incentive Options to Directors or their associates. See below for further detail in respect of resolutions 7A to 7E.

As each of the Directors of the Company are (subject to further shareholder approvals) eligible to participate in the Plan, they have abstained from making a recommendation in respect of Resolution 4.

A voting exclusion statement is included in the Notice.

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Resolution 5 - Adoption ofNon-Executive Director Remuneration Pool

In accordance with Clause 13.4(a) of the Constitution and ASX Listing Rule 10.17, Shareholder approval is sought to increase the maximum aggregate annual amount that may be paid by the Company to its non-executive directors (Fee Pool) by $250,000, from $500,000 per annum to $750,000 per annum.

Under the ASX Listing Rules, the term “directors’ fees” includes committee fees, superannuation contributions and fees which a director sacrifices for other benefits, but does not include reimbursement of genuine out-of-pocket expenses, genuine “special exertion” fees or securities issued to non-executive directors with the approval of shareholders in accordance with the ASX Listing Rules.

The Directors are seeking shareholder approval to increase the Fee Pool for the following reasons:

●	As a result of the growth of the Company over recent<br>years, the Directors continue to review the size and composition of the Board. The increase in the Fee Pool will provide the Board<br>with the ability to appoint additional directors with the requisite skill and experience as appropriate; and
●	The increase will ensure the Company maintains the ability<br>to pay non-executive directors’ remuneration at levels commensurate with market rates and as necessary to attract and retain<br>directors of the highest calibre.
---	---

The level of non-executive directors’ remuneration of the Company is reviewed annually to ensure alignment with the market. The Directors are satisfied that the proposed Fee Pool will be within the average bands applying to companies within the Company’s industry that are of similar size, profitability, growth and risk profiles and that the proposed increase is appropriate for the reasons set out above.

The following information is provided in accordance with ASX Listing Rule 10.17:

(a)	The amount of the proposed increase is $250,000.
(b)	The maximum aggregate annual amount of directors’<br>fees that may be paid collectively to the non-executive directors of the Company is currently $500,000 and, if this Resolution<br>5 is approved, will increase to $750,000.
---	---
(c)	The Company has not issued securities to non-executive<br>Directors under ASX Listing Rule 10.11 or 10.14 in the last three (3) years.
---	---

The Company has issued 437,500 shares in each of the last three (3) years (a total of 1,312,500 shares) to Grandlodge Pty Ltd (a company of which Mr Stephen Anastasiou is a director) pursuant to a service agreement for the provision of management, sales, logistics, warehouse and marketing services with the approval of Shareholders under Listing Rule 10.11.

In addition to the above, as described in this Memorandum:

(a)	if Resolutions 6A to 6E are passed, the above non-executive<br>Directors (or their respective nominees) will receive the numbers of shares set out in the table on the following page; and
(b)	if Resolutions 7A to 7E are passed the above non-executive<br>Directors (or their respective nominees) will receive 1,800,000 Incentive Options each.
---	---
(d)	A voting exclusion statement is included in the Notice.
---	---

Additional information regarding the remuneration paid to each non-executive Director for the financial year ended 30 June 2020, and the Company’s approach to the remuneration of non-executive directors, is set out in the Company’s 2020 Annual Report which can be viewed online at the Company’s website, www.immuron.com.

Resolutions 6A to 6E - Approvalsto issue shares to Directors

On 27 April 2020 the Company announced that the Board had resolved for the foreseeable future to relinquish cash payments of Directors’ fees and in lieu of same to receive shares. The suspension of cash payments and replacement with shares was part of significant cost reduction measures implemented in March and April 2020 to preserve the Company’s cash position. Since that time, the Directors have not received any cash payments in connection with their Directors’ fees.

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Issues of shares to Directors in lieu of cash payments require prior shareholder approval. This Meeting is the first opportunity since April 2020 when the announcement was made that Directors would relinquish cash payments of Directors’ fees to obtain the requisite shareholder approval without having to incur the cost and inconvenience of calling and holding a meeting just to seek that approval.

The issue price of 8 cents per share for the replacement of cash payments specified in the 27 April 2020 announcement used to calculate the number of shares to be issued to each Director was set at the time of, and included in the 27 April 2020 announcement. The price was an 8% premium of the 5 day volume weighted average price (VWAP) of the Company’s shares on ASX at the time of being set and announced.

The Company’s ability to issue the shares was dependent on obtaining shareholder approval at the next general meeting in order to comply with the Listing Rules of ASX. Resolutions 6A to 6E are therefore proposed to give effect to this cash preserving measure which was implemented and announced in April this year and has applied to non-cash payment of Director’s fees since then.

Under the ASX Listing Rules and guidance a separate resolution is required for the issue of shares to each Director and for the issue of incentive options to each director (see Resolutions 7A to 7E below). Relinquishing cash payments, the issue of incentive options and Directors having foregone receiving remuneration until the AGM is held resulted from an overall, collective arrangement and did not form separate or individual arrangements with each Director. The resolutions have been separated in respect of each Director and the two applicable Listing Rules (Rule 10.11 for the shares and Rule 10.14 for the Incentive Options) in order to conform with the Listing Rules and guidance, and are not interdependent or conditional upon each other.

It is proposed to issue the Shares to each Director as follows, subject to the applicable resolution being passed:

Resolution	Director^	Fee amount $	Number of shares	Issue price
6A	Dr Roger Aston	$57,000.00	712,500	$0.08
6B	Mr Daniel Pollock	$49,500.00	618,750	$0.08
6C	Prof. Ravi Savarirayan	$37,500.00	468,750	$0.08
6D	Mr Stephen Anastasiou	$37,500.00	468,750	$0.08
6E	Mr Peter Anastasiou	$37,500.00	468,750	$0.08
Total		$219,000.00	2,737,500

^ and/or nominee.

ASX Listing Rules

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

10.11.1	a related party;
10.11.2	a person who is, or was at any time in the 6 months before<br>the issue or agreement, a substantial (30%+) holder in the company;
---	---
10.11.3	a person who is, or was at any time in the 6 months before<br>the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company<br>pursuant to a relevant agreement which gives them a right or expectation to do so;
---	---
10.11.4	an associate of a person referred to in Listing Rules<br>10.11.1 to 10.11.3; or
---	---
10.11.5	a person whose relationship with the company or a person<br>referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved<br>by its shareholders,
---	---

unless it obtains the approval of its shareholders.

The proposed issues of Shares to Directors fall within Listing Rule 10.11.1 and do not fall within any of the exceptions in Listing Rule 10.12. Each of the proposed issues therefore requires the approval of the Company’s shareholders under Listing Rule 10.11.

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Resolutions 6A to 6E seek the required shareholder approval for the proposed issues to each of the respective Directors under and for the purposes of Listing Rule 10.11.

If shareholders pass Resolutions 6A to 6E, the Company will be able to proceed with the applicable issue of Shares to the respective Director (and/or his nominee) in lieu of payment of the Director’s fee amount, and that fee amount will not be required to be paid in cash.

If shareholders do not pass one or more of Resolutions 6A to 6E, the Company will not be able to proceed with the applicable issue or issues of Shares which are the subject of the applicable proposed resolution(s) and the applicable Director’s fee amount will be required to be paid in cash.

As shareholder approval is sought under ASX Listing Rule 10.11, approval under ASX Listing Rule 7.1 is not required. Accordingly, the issue of Shares to the Directors or their respective nominee(s) will not reduce the Company's 15% capacity for the purposes of ASX Listing Rule 7.1.

Each issue of shares is proposed for approval separately, and each of Resolutions 6A to 6E will be voted on separately. The outcome of one resolution does not affect the outcome of any other resolution.

The following information is provided in accordance with the requirements of ASX Listing Rule 10.11:

Resolution:	6A	6C	6D	6E
Name^	Dr Roger	Prof. Ravi	Mr Stephen	Mr Peter
	Aston	Savarirayan	Anastasiou	Anastasiou
Listing Rule 10.11.1 – 10.11.5 category^	Director
Number and class of	712,500	468,750	468,750	468,750
security to be issued
Date on or by which the Company will issue the Shares	No later than 30 days after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules)
Price or other	57,000	37,500	37,500	37,500
consideration the Company will receive for the shares	At the deemed issue price of 0.08 per Share set and announced in April 2020
Purpose of the issue^+^
Details of Director’s current total
remuneration package:
Salary/fees {and	52,500	$37,500	$37,500	$37,500
superannuation, if	{4,988}
applicable}, per annum*
Voting Exclusion Statement	A voting exclusion statement for Resolutions 6A to 6E is included in the Notice.

All values are in US Dollars.

^ Sharesmay be issued to nominee(s) as advised to the Company. A nominee will be an associate of a Director under Listing Rule 10.11.4.

Nofunds will be raised by each issue as it will be made in lieu of paying Directors fees in cash.

* It is also proposed to issue a 1.8 million options to each Director (and/or his nominee) under the Company’s Executive Share Option Plan if Resolutions 7A to 7E are passed. Those options would form part of the remuneration of the

Directors. Further informationabout the proposed issues of options is set out below.

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Corporations Act

Under Chapter 2E of the Corporations Act, a public company cannot give a “financial benefit” to a “related party” unless one of the exceptions to the section apply or shareholders have in a general meeting approved the giving of that financial benefit to the related party.

A “financial benefit” is defined in section 229 of the Corporations Act and includes issuing securities (such as shares) to a related party.

Each of the proposed recipients of Shares under Resolutions 6A to 6E inclusive are Directors of the Company (or a nominee of a Director) and are therefore related parties of the Company as defined under the Corporations Act.

Section 211 of the Corporations Act provides that one of the exceptions to the requirement to obtain shareholder approval for giving a financial benefit to a related party is where the benefit is given to the related party as an officer of the Company and to give the remuneration would be reasonable given:

(a)	the circumstances of the Company; and
(b)	the related party’s circumstances (including the<br>responsibilities involved in the office or employment).
---	---

The Company considers the proposed issue is reasonable remuneration and, as such, fall within the exception set out in section 211 of the Corporations Act.

In reaching this view, the Company has considered that the Company would otherwise have been required to pay the cash amount of the respective Director’s fees. The Company achieved vital certainty for the preservation of significant cash resources at a critical time when the economic consequences for and indeed future of many types of businesses was suddenly and unpredictably very uncertain. That certainty has been on-going with Directors having continued to forego cash payment of fees as was agreed to by them in April 2020, notwithstanding that the shares had not been issued as shareholder approval would not be able to be obtained until the next general meeting. Foregoing cash payments was agreed to by the Directors fees on the basis of being satisfied by the issue of the Shares at a price which was a substantial premium to the share price. In April 2020 significant cost reduction measures were being implemented to preserve the Company’s cash position and there was considerable uncertainty regarding the potential impact of the Covid-19 pandemic and associated restrictions on businesses and other economic effects. The price at which the number of shares to be issued in lieu of the cash payment was calculated was at a premium to the 5 day volume weighted average price (VWAP) of the Company’s shares on ASX at the time. Also, agreeing to forego cash payments for the foreseeable future and instead to wait to receive shares at a much later date when a general meeting would be held (without the cost and inconvenience of calling a general meeting specifically to seek the approval at that time) carried greater uncertainty for Directors than the receipt of cash. This included not only the delay in receiving remuneration that would otherwise have been payable in cash at the time and subsequently. It is also affected by limitations on directors’ ability to dispose of shares, for example by circumstances such as “black out” periods under the Company’s Securities Trading Policy required by the ASX’s Listing Rules and guidance. The amount of remuneration for which the Shares were agreed to be substituted is reasonable having regard to the respective positions and responsibilities of each of the Directors, the Company’s reliance on a limited number of personnel, and the need for the Company to effectively remunerate each of the Directors.

No Director participated in the discussion of decision making process in respect of Shares proposed to be issued to him. The Directors acknowledge that Resolutions 6A to 6E separately relate to all the Board members. Accordingly, the Directors determined that Resolutions 6A to 6E each be put to shareholders pursuant to section 195(4) of the Corporations Act such that shareholders determine whether the named related parties will be issued the Shares as set out above.

As each Director or his nominee is proposed to receive Shares if Resolutions 6A to 6E are passed, they have abstained from making a recommendation in respect of Resolutions 6A to 6E.

Resolutions 7A to 7E - Approvalsto issue options to Directors under the Executive Share Option Plan

On 27 April 2020, in conjunction with announcing that the Board had resolved for the foreseeable future to relinquish cash payments of Directors’ fees and in lieu of same to receive shares, the Company also announced the establishment of a pool of 9 million unlisted options to be allocated among Directors. Subject to obtaining the required shareholder approval, the options would be issued under the Company’s Executive Share Option Plan (the Plan), with an exercise price of $0.12 per option (145% of the 5 day VWAP at the time of being set and announced in April 2020) and expire 48 months after being issued (Incentive Options).

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Issuing options to Directors under the Plan requires prior shareholder approval. This Meeting is the first opportunity since April 2020 when the announcement of the issue of the Incentive Options was made to obtain the requisite shareholder approval without having to incur the cost and inconvenience of calling and holding a meeting just to seek that approval.

The terms of the Incentive Options including the 12 cent exercise price were specified in the 27 April 2020 announcement. As referred to in the announcement the Company’s ability to issue the Incentive Options was dependent on obtaining shareholder approval at the next general meeting in order to comply with the Listing Rules of ASX. Resolutions 7A to 7E are therefore proposed to seek shareholder approval to give effect to the announcement in April this year.

Each Incentive Option will upon exercise entitle the holder to one fully paid ordinary share in the Company and otherwise will have terms as set out in Annexure A. The Incentive Options are proposed to be issued to existing Directors of the Company (and/or their respective nominee(s)) as follows:

Resolution	Director^	Number of Incentive Options
7A	Dr Roger Aston	1,800,000
7B	Mr Daniel Pollock	1,800,000
7C	Prof. Ravi Savarirayan	1,800,000
7D	Mr Stephen Anastasiou	1,800,000
7E	Mr Peter Anastasiou	1,800,000
Total		9,000,000

*Incentive Options may beissued to nominee(s) as advised to the Company.

The Plan is proposed to be refreshed under Resolution 4. It was last approved by shareholders at the 2017 AGM on 13 November 2017. The proposed issues under the Plan are within the existing capacity provided for in the Plan.

Under the ASX Listing Rules and guidance a separate resolution is required for the issue of shares to each Director (see Resolutions 6A to 6E below) and for the issue of incentive options to each director. Relinquishing cash payments, the issue of incentive options and Directors having foregone receiving remuneration until the AGM is held resulted from an overall, collective arrangement and did not form separate or individual arrangements with each Director. The resolutions have been separated in respect of each Director and the two applicable Listing Rules (Rule 10.11 for the shares and Rule 10.14 for the Incentive Options) in order to conform with the Listing Rules and guidance, and are not interdependent or conditional upon each other.

Further details with respect to the proposed issues of Incentive Options are set out below.

ASX Listing Rules

Shareholder approval is required for the grant of the Incentive Options under the Plan to the proposed recipients under ASX Listing Rule 10.14 because they are Directors of the Company (or in the case of a nominee, will be an associate of a Director). As shareholder approval is sought under ASX Listing Rule 10.14, approval under ASX Listing Rule 7.1 is not required. Accordingly, the issue of Incentive Options to the Directors or their respective nominee(s) will not reduce the Company's 15% capacity for the purposes of ASX Listing Rule 7.1.

If shareholders pass Resolutions 7A to 7E the Company will be able to proceed with the applicable issue of Incentive Options to the respective Director (and/or his nominee). If Incentive Options convert to ordinary shares, the Company’s capacity to issue equity securities under ASX Listing Rule 7.1 (and, subject to the relevant shareholder approval being held at the time, ASX Listing Rule 7.1A) will be increased. If shareholders do not pass one or more of Resolutions 7A to 7E then the Company will not be able to issue the Incentive Options which are the subject of the applicable proposed resolution(s).

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Each issue of Incentive Options is proposed for approval separately, and each of Resolutions 7A to 7E will be voted on separately. The outcome of one resolution does not affect the outcome of any other resolution.

Other Information provided in accordancewith ASX Listing Rule 10.15

ASX Listing Rule 10.15 provides that the following information be provided to Shareholders for the purpose of obtaining

Shareholder approval pursuant to ASX Listing Rule 10.14:

(a)	The proposed recipients and the maximum number of Incentive<br>Options to be issued to each person for whom approval under ASX Listing Rule 10.14 is sought under Resolutions 7A to 7E are as<br>set out in the above table.
(b)	Each proposed recipient is a Director of the Company (or in the case of a nominee, will be an associate<br>of a Director) and therefore shareholder approval is required to issue each of them Incentive Options under the applicable Plan<br>as provided for in ASX Listing Rule 10.14.1.
---	---
(c)	The Incentive Options will be granted with no vesting conditions and vest immediately.
---	---
(d)	Details of the current total annual remuneration package of each of the Directors to whom Incentive<br>Options are proposed to be issued are set out in the following table. No securities have previously been issued to any of the Directors<br>or their associates under the Plan.
---	---
RESOLUTION	RECIPIENT	Director’s Salary/Fees
---	---	---
		{superannuation, if applicable}
7A	Dr Roger Aston	$52,500
		{4,988}
7B	Mr Daniel Pollock	$45,000
		{$4,275}
7C	Prof. Ravi Savarirayan	$37,500
7D	Mr Stephen Anastasiou	$37,500
7E	Mr Peter Anastasiou	$37,500
TOTAL		$210,000
****	****	{9,263}
(e)	The terms of the Incentive Options are set out in Annexure A.
---	---
(f)	The Company is proposing to issue Incentive Options as an appropriate type of security having regard<br>to the need for the Company to effectively incentivise each of the Directors while aligning the incentive with increasing shareholder<br>value.
---	---
(g)	The deemed value attributable to the Incentive Options will be in<br>part dependent on the price of the Company’s shares on ASX on the day the Incentive Options are issued. The $0.12 exercise<br>price is 145% of the 5 day VWAP at the time of being set and announced in April 2020, with the issue of the Incentive Options being<br>subject to obtaining shareholder approval at the next general meeting in order to comply with the Listing Rules of ASX. Using the<br>closing price on the last ASX trading day before the issue was announced (24 April 2020) of $0.08 (8 cents), a Black Scholes valuation<br>using the exercise price of $0.12 (12 cents) as set at that time, a life of the option of 48 months, a risk free interest rate<br>of 0.01% and an assumed volatility of 100%, each Incentive Option would have had a deemed value of $0.049 (4.9 cents). Using the<br>above method and inputs other than the share price being the closing price on 18 September 2020 (shortly before the date of preparation<br>of this Memorandum) the deemed value would have been $0.16 (16 cents). The actual deemed value will depend on the inputs applying<br>as at the date of issue, which cannot be pre-determined. This information is provided for the purposes of the applicable Listing<br>Rule using the stated assumptions which may not apply at the time of the issue of the Incentive Options, and the actual<br>deemed value may be different. The value under accounting standards will be calculated based on inputs at the date of issue.
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(h)	The Company will issue the Incentive Options no later than 30 days after the date of the Meeting<br>(or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).
(i)	The Incentive Options will be granted for nil consideration. Upon exercise, the Incentive Options<br>will convert to Shares on a one for one basis on the same terms as the Company's existing Shares.
---	---
(j)	A summary of the terms of Plan, as was included in the Company’s 2017 Notice of Annual General<br>Meeting (being the meeting at which shareholders most recently refreshed the Plan) is set out below.
---	---
(k)	No loans will be made in relation to the acquisition of the Incentive Options.
---	---
(l)	The Company confirms the following:
---	---
i.	Details of any securities issued under the Plan will be published in the annual report of the Company<br>relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing<br>Rule 10.14; and
---	---
ii.	Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in<br>an issue of securities under either plan after these resolutions are approved and who were not named in the Notice will not participate<br>until approval is obtained under ASX Listing Rule 10.14.
---	---
(m)	A voting exclusion statement for Resolutions 7A to 7E is included in the Notice.
---	---

Plan summary

Further detail about the Plan is set out above in respect of Resolution 4. A full copy of the Plan will be provided without charge to shareholders on request.

Corporations Act

Under Chapter 2E of the Corporations Act, a public company cannot give a “financial benefit” to a “related party” unless an exception applies or shareholders have in a general meeting approved the giving of that financial benefit to the related party.

A “financial benefit” is defined in section 229 of the Corporations Act and includes issuing securities (such as shares) to a related party.

Each of the proposed recipients of Incentive Options under Resolutions 7A to 7E inclusive are Directors of the Company (or a nominee of a Director) and are therefore related parties of the Company as defined under the Corporations Act.

(a)	the circumstances of the Company; and
(b)	the related party’s circumstances (including the responsibilities involved in the office<br>or employment).
---	---

The Company considers the proposed issue is reasonable remuneration and, as such, fall within the exception set out in section 211 of the Corporations Act.

In reaching this view, the Company has considered the respective positions and responsibilities of each of the Directors, the Company’s reliance on a limited number of personnel, the need for the Company to effectively incentivise each of the Directors while aligning the incentive with increasing shareholder value, and the terms of the Incentive Options including that the exercise price(s) of the Incentive Options was significantly higher than the share price as at the date the issue of the Incentive Options was set and announced in April 2020, and that to avoid the cost and inconvenience of calling a general meeting specifically to seek the approval at that time the Incentive Options are only permitted by the Listing Rules to be issued with the requisite shareholder approval at a much later date when the Meeting has been arranged and held.

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No Director participated in the discussion of decision making process in respect of Incentive Options proposed to be issued to him. The Directors acknowledge that Resolutions 7A to 7E separately relate to all the Board members. Accordingly, the Directors determined that Resolutions 7A to 7E each be put to shareholders pursuant to section 195(4) of the Corporations Act such that shareholders determine whether the named related parties will be issued the Incentive Options as set out above.

As each Director or his nominee is proposed to receive Incentive Options if Resolutions 7A to 7E are passed, they have abstained from making a recommendation in respect of Resolutions 7A to 7E.

Resolution 8: Approval of10% placement facility

ASX Listing Rule 7.1A enables eligible entities to issue equity securities (as that term is defined in the ASX Listing Rules) up to 10% of their issued shares through placements over a 12-month period after an AGM (the 10% Placement Facility). The 10% Placement Facility is in addition to a company’s 15% placement capacity under ASX Listing Rule 7.1. An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalization of $300 million or less. The Company is, at the date of the Notice, an eligible entity.

The Company is seeking shareholder approval by way of a special resolution to have the ability to issue equity securities under the 10% Placement Facility. The exact number of equity securities (if any) to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (refer below). The Company may use funds raised from any issue(s) under the 10% Placement Facility for development of its existing business and any acquired business, or funding new projects or business opportunities and/or general working capital.

The Company obtained shareholder approval to make issues under ASX Listing Rule 7.1A at its 2019 AGM. This Shareholder approval will lapse on the date of this Meeting.

The Company issued 17,740,465 securities under the capacity available to it under ASX Listing Rule 7.1A pursuant to approval obtained at the 2019 AGM prior to this capacity lapsing under ASX Listing Rule 7.1A on the date of this Meeting.

The Company seeks to refresh the shareholder approval so as to continue to be able to make issues under the 10% Placement Facility after the Meeting in accordance with ASX Listing Rule 7.1A.

DESCRIPTION OF LISTINGRULE 7.1A

●	Shareholder approval

The ability to issue equity securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an AGM.

●	Equity securities

Any equity securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of equity securities of the Company. The Company, as at the date of the Notice, has one class of quoted equity securities, fully paid ordinary shares (ASX code: IMC).

●	Formula for calculating 10% Placement Facility

ASX Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an AGM may, during the 10% Placement Period (defined below), issue a number of equity securities calculated in accordance with the following formula:

(A x D) – E

where:

A	is the number of shareson issue 12 months before the date of the issue or agreement to issue:
(i)	plus the number of fully paid shares issued in the 12 months under an exception in ASX ListingRule 7.2 other than exception 9, 16 or 17;
---	---
(ii)	plus the number of fully paid ordinary shares issued in the relevant period on the conversionof convertible securities within ASX Listing Rule 7.2 where:
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a.	the convertible securities were issued or agreed to be issued before the commencement of therelevant period; or
b.	the issue of, or agreement to issue, the convertible securities was approved, or take underthose rules to have been approved, under ASX Listing Rule 7.1 or 7.4;
---	---
(iii)	plus the number of fully paid ordinary shares issued in the relevant period under an agreementto issue securities within ASX Listing Rule 7.2 Exception 16 where:
---	---
a.	the agreement was entered into before the commencement of the relevant period; or
---	---
b.	the agreement or issue was approved, or taken under those rules to have been approved, underASX Listing Rule 7.1 or 7.4;
---	---
(iv)	plus the number of fully paid shares issued in the 12 months with approval of holders of sharesunder ASX Listing Rules 7.1 and 7.4;
---	---
(v)	plus the number of partly paid shares that became fully paid in the 12 months;
---	---
(vi)	less the number of fully paid shares cancelled in the 12 months.
---	---
Note:	“A” has the same meaning in ASX Listing Rule 7.1 when calculating an entity’s15% placement capacity.
---	---
D	is 10%
---	---
E	is the number of equity securities issued or agreed to be issued under ASX Listing Rule 7.1A.2in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders underASX Listing Rules 7.1 or 7.4.
---	---
●	ASX Listing Rule 7.1 and ASX Listing Rule 7.1A
---	---

The ability of an entity to issue equity securities under ASX Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under ASX Listing Rule 7.1.

As at the date of this Meeting, the Company has 224,100,006 ordinary shares on issue and will therefore (subject to the passage of the other resolutions at the Meeting) have capacity to issue:

(i)	33,467,905 equity securities under Listing Rule 7.1 (15% capacity); and
(ii)	subject to shareholders approving this resolution, 22,311,937<br>equity securities (provided such equity securities are in a class of quoted equity securities) under Listing Rule 7.1A (10% capacity).
---	---

The actual number of equity securities that the Company will have capacity to issue under ASX Listing Rule 7.1A will be calculated at the date of issue of the equity securities in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (refer above).

●	Minimum Issue Price

The issue price of equity securities issued under ASX Listing Rule 7.1A must be not less than 75% of the VWAP of equity securities in the same class calculated over the 15 trading days immediately before:

(i)	the date on which the price at which the relevant equity<br>securities are to be issued is agreed by the Company and the recipient of the relevant equity securities; or
(ii)	if the equity securities are not issued within 10 trading<br>days of the date in paragraph (i) above, the date on which the equity securities are issued.
---	---
●	10% Placement Period
---	---

Shareholder approval of the 10% Placement Facility under ASX Listing Rule 7.1A is valid from the date of the AGM at which the approval is obtained and expires (and ceases to be valid) on the earlier to occur of:

(i)	the date that is 12 months after the date of the AGM<br>at which the approval is obtained; or
(ii)	the time and date of the next AGM of the Company; or
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(iii)	the date of the approval by Shareholders of a transaction<br>under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking)

(the 10% Placement Period).

●	ASX Listing Rule 7.1A

The effect of Resolution 8 will be to allow the Directors of the Company to issue the equity securities under ASX Listing Rule 7.1A during the 10% Placement Period separate to the Company’s 15% placement capacity under ASX Listing Rule 7.1. Resolution 8 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate shareholder, by a corporate representative).

SPECIFIC INFORMATION REQUIREDBY ASX LISTING RULE 7.3A

Pursuant to and in accordance with ASX Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

●	Any equity security issued will be issued at an issue price of not less than 75% of the VWAP for<br>the Company’s equity securities over the 15 trading days immediately before:
(i)	The date on which the price at which the relevant equity securities are to be issued is agreed<br>by the Company and the recipient of the relevant equity securities; or
---	---
(ii)	If the equity securities are not issued within 10 trading days of the date in paragraph (i) above,<br>the date on which the equity securities are issued.
---	---
●	If Resolution 8 is approved by the Shareholders and the Company issues equity securities under<br>the 10% Placement Facility, the existing Shareholders’ voting power in the Company would be diluted as shown in the below<br>table (in the case of options, only if the options are exercised). There is a risk that:
---	---
(i)	the market price for the Company’s equity securities may be significantly lower on the date<br>of the issue of the equity securities than on the date of the Meeting; and
---	---
(ii)	the equity securities may be issued at a price that is at a discount to the market price for the<br>Company’s equity securities on the issue date,
---	---

which may have an effect on the quantum of funds raised by the issue of the equity securities.

The table below shows the dilution of existing shareholders on the basis of the current market price of the Company’s ordinary shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in ASX Listing Rule 7.1A(2) as at the date of the Notice. The table also shows:

●	Two examples where variable “A” has increased by 50% and 100%. Variable “A”<br>is based on the number of ordinary shares the Company has on issue. The number of ordinary shares on issue may increase as a result<br>of issues of ordinary shares that do not require shareholder approval (for example, a pro-rata entitlements issue or scrip issued<br>under a takeover offer) or future specific placements under ASX Listing Rule 7.1 that are approved at a future shareholders’<br>meeting.
●	Two examples of where the price of ordinary shares has decreased by 50% and increased by 50% as<br>against the current market price (being $0.285, the closing price of the Company’s ordinary shares at close of trading on<br>18 September 2020).
---	---
Variable “A” in ASX
---	---	---	---
			0.1425
	Listing Rule 7.1A.2

	Current Variable A	10% Voting Dilution
	224,100,006 shares		Funds raised

All values are in US Dollars.

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		0.1425	0.2850	0.4275
Listing Rule 7.1A.2

50% increase in	10% Voting Dilution
current Variable A
336,150,009 shares		Funds raised
100% increase in	10% Voting Dilution
current Variable A
448,200,012 shares		Funds raised

All values are in US Dollars.

The table above has beenprepared on the following assumptions:

●	The Company issues the maximum securities availableunder the ASX Listing Rule 7.1A being 10% of the Company’s shares on issue at the date of the Meeting.
●	No options or warrants are exercised into fully paidordinary securities before the date of the issue of securities under ASX Listing Rule 7.1A.
---	---
●	The table does not demonstrate an example of dilutionthat may be caused to a particular Shareholder by reason of placements under ASX Listing Rule 7.1A, based on that shareholder’sholding at the date of the Meeting.
---	---
●	The table only demonstrates the effect of issues ofsecurities under ASX Listing Rule 7.1A. It does not consider placements made under ASX Listing Rule 7.1, the “15% rule”.
---	---
●	The deemed price in the table is indicative only anddoes not consider the maximum 25% discount to market that the securities may be placed at under ASX Listing Rule 7.1A.
---	---
●	The table does not demonstrate the effect of listedoptions being issued under ASX Listing Rule 7.1A, it only considers the issue of the fully paid ordinary securities.
---	---

The Company may seek to issue the equity securities for cash consideration. In such circumstances, the Company intends to use the funds raised towards developing its existing business and any acquired business, or to fund new projects or business opportunities and/or general working capital.

The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A(4) and 3.10.5A upon issue of any equity securities.

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of equity securities will be determined on a case-by-case basis having regard to factors including but not limited to the following:

●	the methods of raising funds that are available to the Company, including but not limited to, rights<br>issue or other issue in which existing security holders can participate;
●	the effect of the issue of the equity securities on the control of the Company;
---	---
●	the financial situation and solvency of the Company; and
---	---
●	advice from corporate, financial and broking advisers (if applicable).
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Due to the forward looking nature of the approval, the allottees under the 10% Placement Facility have not been determined as at the date of the Notice but may include existing shareholders and/or new shareholders who are not related parties or associates of a related party of the Company

The Company has previously obtained shareholder approval under ASX Listing Rule 7.1A at its 2019 AGM. During the 12-month period preceding the proposed date of the Meeting, being on and from 6 November 2019, the Company issued a total of 17,740,465 ordinary shares under the Company’s 10% Placement Capacity under ASX Listing Rule 7.1A. Details as required by ASX Listing Rule 7.3A.6 for the issue are set out in Annexure B.

The Directors unanimously recommend Shareholders vote in favour of Resolution 8.

GLOSSARY

In the Notice and Memorandum the following terms have the following meanings:

10% Placement Facility means the ability to issue shares under Listing Rule 7.1A.

10% Placement Period has the meaning set out under the heading “10% Placement Period “ on page 23.

ADS means American Depository Share.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules or ListingRules means the listing rules of ASX.

Board means the board of directors of the Company.

Company or Immuron means Immuron Limited (ACN 063 114 045).

Constitution means the Company’s constitution.

Corporations Act means Corporations Act 2001 (Cth).

Director means a current director of the Company.

Fee Pool means the maximum aggregate annual amount that may be paid by the Company to its non-executive directors.

Incentive Option means an option to acquire Share by issue, having an exercise price of $0.12 (12 cents) and an expiry date 48 months after the date of issue.

Listing Rules means the Listing Rules of ASX.

Meeting means the General Meeting of the Shareholders of the Company to be held at 4:30pm (AEST) on Thursday, 29 October 2020, to which the Notice and Memorandum relate.

Memorandum means the explanatory memorandum to the Notice.

Notice means this Notice of the 2020 Annual General Meeting of the Company.

Plan means the Company’s Executive Share Option Plan.

Resolution means a resolution referred to in the Notice.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of Shares.

Words importing the singular include the plural and vice versa.

All references to currency are in Australian dollars unless otherwise stated.

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Annexure A

Incentive Option terms- refer to Resolutions 7A to 7E

The terms of the options proposed to be issued pursuant to Resolutions 7A to 7E are to be as follows:

●	Each option (an “Option”) entitles the holder to acquire one ordinary fully paid Share<br>upon exercise.
●	The Options are exercisable at any time prior to 5.00pm AEST on the day 48 months after the issue<br>date or the last ASX business day before that date if not an ASX business day (the Expiry Date) by completing an option exercise<br>form (or such other form of written notice of exercise acceptable to the Directors) and delivering it or causing it to be given<br>to the Company or its designated registry or agent (which may include delivery or giving by electronic means) together with making<br>payment (which may be by bank transfer) for the number of shares in respect of which the Options are exercised (unless cashless<br>exercise is permitted by law and selected) to the registered office of the Company. Any Option that has not been exercised prior<br>to the Expiry Date automatically lapses.
---	---
●	The exercise price of the Options is $0.12 per Option payable in full, or to be deemed to have<br>been paid in full cashless exercise is permitted by law and selected, on exercise.
---	---
●	The Options vest upon being issued. No vesting conditions, or performance criteria or hurdles for<br>apply before Options vest. Subject to any requirements of the Listing Rules of ASX or Corporations Act 2001 (Cth), the Options<br>and shares issued upon exercise of Options are not subject to escrow or restrictions on disposal. Options may only be exercised<br>and shares issued upon exercise transferred as permitted by the securities trading policy of the Company applying at the time of<br>exercise, if the holder is bound by the policy. No Option may be exercised if to do so would be unlawful including but not only<br>if the issue of a share upon exercise would result in any person (alone or with its associates) obtaining or increasing a relevant<br>interest in voting shares of the Company contrary to the Corporations Act.
---	---
●	Subject to the Corporations Act, the Listing Rules, the Constitution of the Company, and any restriction<br>obligations (and, if applicable, the securities trading policy of the Company applicable at the time of exercise of an Option),<br>Options are freely transferable.
---	---
●	All ordinary fully paid Shares issued upon exercise of Options will rank pari passu in all respects<br>with, and will have the same terms as, the Company’s then issued ordinary fully paid Shares. The Company will apply for Official<br>Quotation by ASX of all Shares issued upon exercise of Options, subject to any restriction obligations imposed by ASX.
---	---
●	The options will not give any right to participate in dividends until Shares are issued pursuant<br>to the exercise of the relevant options.
---	---
●	There are no participation rights or entitlements inherent in the Options and holders will not<br>be entitled to participate in new issues of capital offered to shareholders during the currency of the Options. The Company will<br>ensure that Option holders will be allowed at least the minimum notice period specified in the Listing Rules of ASX at the time<br>to exercise of Options prior to the record date in relation to any offer of securities made to shareholders.
---	---
●	In the event of any reconstruction (including consolidation, sub-division, reduction or return)<br>of the issued capital of the Company prior to the Expiry Date, the number of Options or the exercise price of the Options or both<br>shall be reconstructed in accordance with the Listing Rules applying to a reorganisation of capital at the time of the reconstruction.
---	---
●	The terms of the Company’s Executive Share Option Plan and, to the extent consistent with<br>the Corporations Act, the Listing Rules, the applicable shareholder approval (if any) and the Plan, the terms of or contained or<br>incorporated by reference in the offer of the Options supplement and apply to the extent they are consistent with the above terms.
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ANNEXURE B

Resolution 8

AMOUNTS SPENT AND AMOUNT REMAININGARE AS AT THE DATE OF THE NOTICE

Date	Quantity	Class	Recipients	Issue price and discount to Market Price (if applicable)	Cash
24 July 2020	17,740,465 Shares (IMC) (represented by 443,512 ADSs)	Fully Paid Ordinary Shares	Issued to unrelated institutional investors who did not require disclosure under Chapter 6D of the Corporations Act and who were identified by H.C. Wainwright & Co.	Issue price of USD $0.46875 (AUD $0.67). Market price at date of issue was AUD $0.4950. Percentage premium of 35%.	Cash (approximately USD$8.3 million) none of which has been used at the date of the Notice.<br><br> <br><br><br> <br>Funds raised will be used to further our Research and Development portfolio, expand on the preliminary SARS-CoV-2 neutralization findings, supporting our existing preclinical and clinical development projects and to support our marketing initiatives and provide ongoing working capital.

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Non-current

Non-current

Raw materials and stores (Colostrum)

Work in progress

Finished goods (Travelan and Protectyn)