0001213900-20-037080.txt : 20201116 0001213900-20-037080.hdr.sgml : 20201116 20201116061108 ACCESSION NUMBER: 0001213900-20-037080 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20201113 FILED AS OF DATE: 20201116 DATE AS OF CHANGE: 20201116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Immuron Ltd CENTRAL INDEX KEY: 0001660046 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: C3 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38104 FILM NUMBER: 201313517 BUSINESS ADDRESS: STREET 1: 62 LYGON STREET STREET 2: LEVEL 3 CITY: CARLTON, VICTORIA STATE: C3 ZIP: 3053 BUSINESS PHONE: 61 03 9824 5254 MAIL ADDRESS: STREET 1: 62 LYGON STREET STREET 2: LEVEL 3 CITY: CARLTON, VICTORIA STATE: C3 ZIP: 3053 6-K 1 ea129856-6k_immuron.htm REPORT OF FOREIGN PRIVATE ISSUER

 

  

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 November 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 three announcements (the “Public Notices”) to the Australian Securities Exchange on November 13, 2020 titled:

 

A copy of the Public Notice is attached as an exhibit to this report on Form 6-K.

 

This report on Form 6-K (including the exhibit 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
Number
  Description
    
99.1  Proposed issue of Securities – IMC
99.2  Appendix 2A
99.3  Appendix 3G

 

1

 

 

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:  November 13, 2020 By: /s/ Phillip Hains
    Phillip Hains
    Company Secretary

 

 

2

 

 

EX-99.1 2 ea129856ex99-1_immuron.htm PROPOSED ISSUE OF SECURITIES - IMC

Exhibit 99.1

 

Proposed issue of securities  

  

Announcement Summary

 

Entity name

IMMURON LIMITED

 

Announcement Type 

New announcement

 

Date of this announcement

Friday November 13, 2020

 

The Proposed issue is: 

þ A placement or other type of issue

  

Total number of +securities proposed to be issued for a placement or other type of issue

 

  ASX +security code +Security description Maximum Number of +securities to be issued
       
  IMC ORDINARY FULLY PAID 2,737,500

 

Proposed +issue date

Friday November 13, 2020

 

 

Refer to next page for full details of the announcement

 

Proposed issue of securities1 / 5 

 

 

Proposed issue of securities  

  

Part 1 - Entity and announcement details

  

1.1 Name of +Entity

 

IMMURON LIMITED

 

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

 

  1.2 Registered Number Type   Registration Number
  ABN   80063114045

 

1.3 ASX issuer code

IMC

 

1.4 The announcement is

þ New announcement

 

1.5 Date of this announcement

Friday November 13, 2020

 

1.6 The Proposed issue is: 

þ A placement or other type of issue

  

Proposed issue of securities2 / 5 

 

 

Proposed issue of securities  

   

Part 7 - Details of proposed placement or other issue

 

 

Part 7A - Conditions

 

7A.1 - Are any of the following approvals required for the placement or other type of issue?

+Security holder approval

Court approval

Lodgement of court order with +ASIC

ACCC approval

FIRB approval

Another approval/condition external to the entity

þ Yes

 

7A.1a Conditions

 

  Approval/Condition Date for determination Is the date estimated or **  Approval
      actual? received/condition met?
  +Security holder approval   Thursday October 29, 2020   þ Actual Yes

  

Comments 

 

  Issue of shares to Directors in lieu of cash payments as per resolution 6A to 6E approved by shareholders at the Annual General Meeting of the Company held on 29th October 2020.

  

Part 7B - Issue details

 

  Is the proposed security a ‘New class’ (+securities in a class that is not yet quoted or recorded by ASX) or an ‘Existing class’ (additional securities in a class that is already quoted or recorded by ASX)?  

Will the proposed issue of this +security include an offer of attaching +securities?

þ No

  þ  Existing class    

 

Details of +securities proposed to be issued

 

ASX +security code and description

IMC : ORDINARY FULLY PAID

 

Number of +securities proposed to be issued

2,737,500

  

Offer price details

 

Proposed issue of securities3 / 5 

 

 

Proposed issue of securities  

  

Are the +securities proposed to be issued being issued for a cash consideration?

þ Yes

 

  In what currency is the cash consideration being paid? What is the issue price per
+security?
 
       
  AUD - Australian Dollar AUD 0.08000  
       

 

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

þ Yes

  

Part 7C - Timetable

  

7C.1 Proposed +issue date

 

Friday November 13, 2020

  

Part 7D - Listing Rule requirements

 

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1?

þ No

 

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1?

þ No

 

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A (if applicable)?

þ No

 

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?

þ Yes

 

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules?
þ
No

 

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?

þ No

    

Proposed issue of securities4 / 5 

 

 

Proposed issue of securities  

  

Part 7E - Fees and expenses

 

7E.1 Will there be a lead manager or broker to the proposed issue?

þ No

  

7E.2 Is the proposed issue to be underwritten?

þ No

 

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

N/A  

 

Part 7F - Further Information

 

 

7F.01 The purpose(s) for which the entity is issuing the securities

Issue of shares to Directors in lieu of cash payments as per resolution 6A to 6E approved by shareholders at the Annual General Meeting of the Company held on 29th October 2020 (as previously announced on 27 April 2020).

 

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?

þ No

 

7F.2 Any other information the entity wishes to provide about the proposed issue

N/A  

 

 

Proposed issue of securities5 / 5 

 

EX-99.2 3 ea129856ex99-2_immuron.htm APPENDIX 2A

Exhibit 99.2

 

This appendix is not available as an online form  
Please fill in and submit as a PDF announcement +Rule 2.7

 

Appendix 2A

 

Application for quotation of +securities

 

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

 

If you are an entity incorporated outside Australia and you are seeking quotation of a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

 

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

 

Part 1 – Entity and announcement details

 

Question
no
Question Answer
1.1

*Name of entity

 

We (the entity here named) apply for +quotation of the following +securities and agree to the matters set out in Appendix 2A of the ASX Listing Rules.1

 

Immuron Limited
1.2

*Registration type and number

 

Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number).

 

ABN: 80 063 114 045
1.3 *ASX issuer code IMC
1.4

*This announcement is

 

Tick whichever is applicable.

☒ A new announcement

☐ An update/amendment to a previous announcement

☐ A cancellation of a previous announcement

1.4a

*Reason for update

 

Mandatory only if “Update” ticked in Q1.4 above. A reason must be provided for an update.

 

N/A
1.4b

*Date of previous announcement to this update

 

Mandatory only if “Update” ticked in Q1.4 above.

 

N/A
1.4c

*Reason for cancellation

 

Mandatory only if “Cancellation” ticked in Q1.4 above.

 

N/A

 

 

1Appendix 2A of the Listing Rules includes a warranty that an offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or 1012C(6) of the Corporations Act. If the securities to be quoted have been issued by way of a pro rata offer, to give this warranty, you will generally need to have lodged a cleansing notice with ASX under section 708AA(2)(f) or 1012DAA(2)(f) of the Corporations Act within 24 hours before the securities are offered (see ASIC Regulatory Guide 189 Disclosure relief for rights issues). If in doubt, please consult your legal adviser.

 

+ See chapter 19 for defined terms 
31 January 2020Page 1

This appendix is not available as an online formAppendix 2A
Please fill in and submit as a PDF announcementApplication for quotation of +securities

 

1.4d

*Date of previous announcement to this cancellation

 

Mandatory only if “Cancellation” ticked in Q1.4 above.

 

N/A
1.5 *Date of this announcement 13 November 2020

 

Part 2 – Type of issue

 

Question
No.
Question Answer
2.1

*The +securities to be quoted are:

 

Select whichever item is applicable.

 

If you wish to apply for quotation of different types of issues of securities, please complete a separate Appendix 2A for each type of issue.

 

☒   Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B

☐   Being issued under a +dividend or distribution plan

☐   Being issued as a result of options being exercised or other +convertible securities being converted

☐   Unquoted partly paid +securities that have been paid up and are now quoted fully paid +securities

☐   +Restricted securities where the escrow period has expired or is about to expire

☐   +Securities previously issued under an +employee incentive scheme where the restrictions on transfer have ceased or are about to cease

☐   +Securities issued under an +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer

☐   Other

 

2.2a.1

*Date of Appendix 3B notifying the market of the proposed issue of +securities for which quotation is now being sought

 

Answer this question if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B”

 

13 November 2020
2.2a.2

*Are there any further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B?

 

Answer this question if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B”.

 

No

 

+ See chapter 19 for defined terms 
31 January 2020Page 2

This appendix is not available as an online formAppendix 2A
Please fill in and submit as a PDF announcementApplication for quotation of +securities

 

2.2a.2.1

*Please provide details of the further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B

 

Answer this question if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.2a.2 is “Yes”.

 

Please provide details of the proposed dates and number of securities for the further issues. This may be the case, for example, if the Appendix 3B related to an accelerated pro rata offer with an institutional component being quoted on one date and a retail component being quoted on a later date.

 

N/A
2.2b.1

*Date of Appendix 3A.1 lodged with ASX in relation to the underlying +dividend or distribution

 

Answer this question if your response to Q2.1 is “Being issued under a dividend or distribution plan”.

 

N/A
2.2b.2

*Does the +dividend or distribution plan meet the requirement of listing rule 7.2 exception 4 that it does not impose a limit on participation?

 

Answer this question if your response to Q2.1 is “Being issued under a dividend or distribution plan”.

 

Note: Exception 4 only applies where security holders are able to elect to receive all of their dividend or distribution as securities. For example, Exception 4 would not apply in the following circumstances: 1) The entity has specified a dollar limit on the level of participation e.g. security holders can only participate to a maximum value of $x in respect of their entitlement, or 2) The entity has specified a maximum number of securities that can participate in the plan e.g. security holders can only receive securities in lieu of dividend payable for x number of securities.

 

N/A
2.2c.1

Please state the number and type of options that were exercised or other +convertible securities that were converted (including their ASX security code)

 

Answer this question if your response to Q2.1 is “Being issued as a result of options being exercised or other convertible securities being converted”.

 

N/A
2.2c.2

And the date the options were exercised or other +convertible securities were converted

 

Answer this question if your response to Q2.1 is “Being issued as a result of options being exercised or other convertible securities being converted”.

 

Note: If this occurred over a range of dates, enter the date the last of the options was exercised or convertible securities was converted.

 

N/A
2.2d.1

Please state the number and type of partly paid +securities (including their ASX security code) that were fully paid up

 

Answer this question if your response to Q2.1 is “Unquoted partly paid securities that have been paid up and are now quoted fully paid securities”.

 

N/A

 

+ See chapter 19 for defined terms 
31 January 2020Page 3

This appendix is not available as an online formAppendix 2A
Please fill in and submit as a PDF announcementApplication for quotation of +securities

 

2.2d.2

And the date the +securities were fully paid up

 

Answer this question if your response to Q2.1 is “Unquoted partly paid securities that have been paid up and are now quoted fully paid securities”.

 

Note: If this occurred over a range of dates, enter the date the last of the securities was fully paid up.

 

N/A
2.2e.1

Please state the number and type of +restricted securities (including their ASX security code) where the escrow period has expired or is about to expire

 

Answer this question if your response to Q2.1 is “Restricted securities where the escrow period has expired or is about to expire”.

 

N/A
2.2e.2

And the date the escrow restrictions have ceased or will cease

 

Answer this question if your response to Q2.1 is “Restricted securities where the escrow period has expired or is about to expire”.

 

Note: If this occurred over a range of dates, enter the date the last of the escrow restrictions has ceased or will cease.

 

N/A
2.2f.1

Please state the number and type of +securities (including their ASX security code) previously issued under the +employee incentive scheme where the restrictions on transfer have ceased or are about to cease

 

Answer this question if your response to Q2.1 is “Securities previously issued under an employee incentive scheme where the restrictions on transfer have ceased or are about to cease”.

 

N/A
2.2f.2

And the date the restrictions on transfer have ceased or will cease:

 

Answer this question if your response to Q2.1 is “Securities previously issued under an employee incentive scheme where the restrictions on transfer have ceased or are about to cease”.

 

Note: If this occurred over a range of dates, enter the date the last of the restrictions on transfer has ceased or will cease.

 

N/A
2.2g.1

Please state the number and type of +securities (including their ASX security code) issued under an +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer

 

Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”.

 

N/A

 

+ See chapter 19 for defined terms 
31 January 2020Page 4

This appendix is not available as an online formAppendix 2A
Please fill in and submit as a PDF announcementApplication for quotation of +securities

 

2.2g.2

*Please attach a document or provide details of a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms.

 

Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”.

 

N/A
2.2g.3

*Are any of these +securities being issued to +key management personnel (KMP) or an +associate

 

Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”.

 

Yes
2.2g.3.a

*Provide details of the recipients and the number of +securities issued to each of them.

 

Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer” and your response to Q2.2g.3 is “Yes”. Repeat the detail in the table below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the KMP or insert “Same” in “Name of registered holder”. If the securities are being issued to an associate of a KMP, insert the name of the associate in “Name of registered holder”.

 

    Name of KMP Name of registered holder Number of +securities  
    Dr Roger Aston Dr Roger Aston 712,500    
    Mr Daniel Pollock Mr Daniel Pollock 618,750  
      Prof. Ravi Savarirayan Ravi Savarirayan & Sophie Beaumont <Trustees> 468,750  
    Mr Stephen Anastasiou Mr Stephen Anastasiou 468,750  
    Mr Peter Anastasiou Grandlodge Pty Ltd <Arney & Anastasiou Fam A/C> 468,750  
           

2.2h.1

*The purpose(s) for which the entity is issuing the +securities is:

 

Answer this question if your response to Q2.1 is “Other”.

 

You may select one or more of the items in the list.

☐   To raise additional working capital

☐   To fund the retirement of debt

☐   To pay for the acquisition of an asset [provide details below]

   To pay for services rendered [provide details below]

☐   Other [provide details below]

 

Additional details:

 

Issue of shares to Directors in lieu of cash payments as per resolution 6A to 6E approved by shareholders at the Annual General Meeting of the Company held on 29th October 2020.

 

+ See chapter 19 for defined terms 
31 January 2020Page 5

This appendix is not available as an online formAppendix 2A
Please fill in and submit as a PDF announcementApplication for quotation of +securities

 

2.2h.2

*Please provide any further information needed to understand the circumstances in which you are applying to have these +securities quoted on ASX, including (if applicable) why the issue of the +securities has not been previously announced to the market in an Appendix 3B

 

You must answer this question if your response to Q2.1 is “Other”. If there is no other information to provide, please answer “Not applicable” or “N/A”.

 

N/A
2.2i

*Are these +securities being offered under a +disclosure document or +PDS?

 

Answer this question if your response to Q2.1 is any option other than “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B”.

 

N/A
2.2i.1

*Date of +disclosure document or +PDS?

 

Answer this question if your response to Q2.1 is any option other than “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.2i is “Yes”.

 

Under the Corporations Act, the entity must apply for quotation of the securities within 7 days of the date of the disclosure document or PDS.

 

N/A
2.3

*The +securities to be quoted are:

 

Tick whichever is applicable

 

☒   Additional +securities in a class that is already quoted on ASX (“existing class”)

☐   New +securities in a class that is not yet quoted on ASX (“new class”)

 

Part 3A – number and type of +securities to be quoted (existing class or new class) where issue has previously been notified to ASX in an Appendix 3B

 

Answer the questions in this Part if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class” or “new class”.

 

Question
No.
Question Answer
3A.1 *ASX security code & description IMC: Fully paid ordinary shares
3A.2 *Number of +securities to be quoted 2,737,500

 

Part 3B – number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an Appendix 3B

 

Answer the questions in this Part if your response to Q2.1 is anything other than “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class”.

 

Question
No.
Question Answer
3B.1 *ASX security code & description N/A
3B.2 *Number of +securities to be quoted N/A

 

+ See chapter 19 for defined terms 
31 January 2020Page 6

This appendix is not available as an online formAppendix 2A
Please fill in and submit as a PDF announcementApplication for quotation of +securities

 

3B.3a *Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued +securities in that class? N/A
3B.3b

*Is the actual date from which the +securities will rank equally (non-ranking end date) known?

 

Answer this question if your response to Q3B.3a is “No”.

 

N/A
3B.3c

*Provide the actual non-ranking end date

 

Answer this question if your response to Q3B.3a is “No” and your response to Q3B.3b is “Yes”.

 

N/A
3B.3d

*Provide the estimated non-ranking end period

 

Answer this question if your response to Q3B.3a is “No” and your response to Q3B.3b is “No”.

 

N/A
3B.3e

*Please state the extent to which the +securities do not rank equally:

 

·    in relation to the next dividend, distribution or interest payment; or

 

·    for any other reason

 

Answer this question if your response to Q3B.3a is “No”.

 

For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue.

 

N/A

 

Part 3C – number and type of +securities to be quoted (new class) where issue has not previously been notified to ASX in an Appendix 3B

 

Answer the questions in this Part if your response to Q2.1 is anything other than “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “new class”.

 

Question
No.
Question Answer
3C.1 *Security description N/A
3C.2

*Security type

 

Select one item from the list that best describes the securities the subject of this form. This will determine more detailed questions to be asked about the security later in this section. Select “ordinary fully or partly paid shares/units” for stapled securities or CDIs. For interest rate securities, please select the appropriate choice from either “Convertible debt securities” or “Non-convertible debt securities”. Select “Other” for performance shares/units and performance options/rights or if the selections available in the list do not appropriately describe the security being issued.

 

☐ Ordinary fully or partly paid shares/units

☐ Options

☐ +Convertible debt securities

☐ Non-convertible +debt securities

☐ Redeemable preference shares/units

☐ Other

 

3C.3

ISIN code

 

Answer this question if you are an entity incorporated outside Australia and you are seeking quotation of a new class of securities other than CDIs. See also the note at the top of this form.

 

N/A

 

+ See chapter 19 for defined terms 
31 January 2020Page 7

This appendix is not available as an online formAppendix 2A
Please fill in and submit as a PDF announcementApplication for quotation of +securities

 

3C.4 *Number of +securities to be quoted N/A
3C.5a *Will all the +securities issued in this class rank equally in all respects from the issue date? N/A
3C.5b

*Is the actual date from which the +securities will rank equally (non-ranking end date) known?

 

Answer this question if your response to Q3C.5a is “No”.

 

N/A
3C.5c

*Provide the actual non-ranking end date

 

Answer this question if your response to Q3C.5a is “No” and your response to Q3C.5b is “Yes”.

 

N/A
3C.5d

*Provide the estimated non-ranking end period

 

Answer this question if your response to Q3C.5a is “No” and your response to Q3C.5b is “No”.

 

N/A
3C.5e

*Please state the extent to which the +securities do not rank equally:

 

·    in relation to the next dividend, distribution or interest payment; or

 

·    for any other reason

 

Answer this question if your response to Q3C.5a is “No”.

 

For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue.

 

N/A
3C.6

Please attach a document or provide a URL link for a document lodged with ASX setting out the material terms of the +securities to be quoted

 

You may cross-reference a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released to the ASX Market Announcements Platform.

 

N/A
3C.7

*Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1?

 

Answer this question only if you are an ASX Listing. (ASX Foreign Exempt Listings and ASX Debt Listings do not have to answer this question).

 

If your response is “No” and the securities have any unusual terms, you should approach ASX as soon as possible for confirmation under listing rule 6.1 that the terms are appropriate and equitable.

 

N/A

 

+ See chapter 19 for defined terms 
31 January 2020Page 8

This appendix is not available as an online formAppendix 2A
Please fill in and submit as a PDF announcementApplication for quotation of +securities

 

3C.8 *Provide a distribution schedule for the new +securities according to the categories set out in the left hand column – including the number of recipients and the total percentage of the new +securities held by the recipients in each category.

    Number of +securities held Number of holders Total percentage of +securities held  
    1 – 1,000      
      1,001 – 5,000        
    5,001 – 10,000      
    10,001 – 100,000      
    100,001 and over      
   

Answer this question only if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not have to answer this question) and the securities to be quoted have already been issued.

Note: if the securities to be quoted have not yet been issued, under listing rule 3.10.5, you will need to provide to ASX a list of the 20 largest recipients of the new +securities, and the number and percentage of the new +securities received by each of those recipients, and a distribution schedule for the securities when they are issued.

 

3C.9a

Ordinary fully or partly paid shares/units details

Answer the questions in this section if you selected this security type in your response to Question 3C.2.

 

*+Security currency

This is the currency in which the face amount of an issue is denominated. It will also typically be the currency in which distributions are declared.

N/A
  *Will there be CDIs issued over the +securities? N/A
 

*CDI ratio

Answer this question if you answered “Yes” to the previous question. This is the ratio at which CDIs can be transmuted into the underlying security (e.g. 4:1 means 4 CDIs represent 1 underlying security whereas 1:4 means 1 CDI represents 4 underlying securities).

N/A
  *Is it a partly paid class of +security? N/A
 

*Paid up amount: unpaid amount

Answer this question if answered “Yes” to the previous question.

The paid up amount represents the amount of application money and/or calls which have been paid on any security considered ‘partly paid’

The unpaid amount represents the unpaid or yet to be called amount on any security considered ‘partly paid’.

The amounts should be provided per the security currency (e.g. if the security currency is AUD, then the paid up and unpaid amount per security in AUD).

N/A
 

*Is it a stapled +security?

This is a security class that comprises a number of ordinary shares and/or ordinary units issued by separate entities that are stapled together for the purposes of trading.

N/A
3C.9b

Option details

Answer the questions in this section if you selected this security type in your response to Question 3C.2.

 

*+Security currency

This is the currency in which the exercise price is payable.

N/A

 

+ See chapter 19 for defined terms 
31 January 2020Page 9

This appendix is not available as an online formAppendix 2A
Please fill in and submit as a PDF announcementApplication for quotation of +securities

 

 

*Exercise price

The price at which each option can be exercised and convert into the underlying security.

The exercise price should be provided per the security currency (i.e. if the security currency is AUD, the exercise price should be expressed in AUD).

N/A
 

*Expiry date

The date on which the options expire or terminate.

N/A
 

*Details of the number and type of +security (including its ASX security code if the +security is quoted on ASX) that will be issued if an option is exercised

For example, if the option can be exercised to receive one fully paid ordinary share with ASX security code ABC, please insert “One fully paid ordinary share (ASX:ABC)”.

N/A
3C.9c

Details of non-convertible +debt securities, +convertible debt securities, or redeemable preference shares/units

Answer the questions in this section if you selected one of these security types in your response to Question 3C.2.

Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities” for further information on certain terms used in this section

 

*Type of +security

Select one item from the list

☐ Simple corporate bond

☐ Non-convertible note or bond

☐ Convertible note or bond

☐ Preference share/unit

☐ Capital note

☐ Hybrid security

☐ Other

 

*+Security currency

This is the currency in which the face value of the security is denominated. It will also typically be the currency in which interest or distributions are paid.

N/A
 

Face value

This is the principal amount of each security.

The face value should be provided per the security currency (i.e. if security currency is AUD, then the face value per security in AUD).

N/A
 

*Interest rate type

Select one item from the list

Select the appropriate interest rate type per the terms of the security. Definitions for each type are provided in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities

☐ Fixed rate

☐ Floating rate

☐ Indexed rate

☐ Variable rate

☐ Zero coupon/no interest

☐ Other

 

Frequency of coupon/interest payments per year

Select one item from the list.

☐ Monthly

☐ Quarterly

☐ Semi-annual

☐ Annual

☐ No coupon/interest payments

☐ Other

 

+ See chapter 19 for defined terms 
31 January 2020Page 10

This appendix is not available as an online formAppendix 2A
Please fill in and submit as a PDF announcementApplication for quotation of +securities

 

 

First interest payment date

 

A response is not required if you have selected “No coupon/interest payments” in response to the question above on the frequency of coupon/interest payments

N/A
 

Interest rate per annum

 

Answer this question if the interest rate type is fixed.

N/A
 

*Is the interest rate per annum estimated at this time?

 

Answer this question if the interest rate type is fixed.

N/A
 

If the interest rate per annum is estimated, then what is the date for this information to be announced to the market (if known)

 

Answer this question if the interest rate type is fixed and your response to the previous question is “Yes”.

 

Answer “Unknown” if the date is not known at this time.

N/A
 

*Does the interest rate include a reference rate, base rate or market rate (e.g. BBSW or CPI)?

 

Answer this question if the interest rate type is floating or indexed.

N/A
 

*What is the reference rate, base rate or market rate?

 

Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”.

N/A
 

*Does the interest rate include a margin above the reference rate, base rate or market rate?

 

Answer this question if the interest rate type is floating or indexed.

N/A
 

*What is the margin above the reference rate, base rate or market rate (expressed as a percent per annum)

 

Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”.

N/A
 

*S128F of the Income Tax Assessment Act status applicable to the +security

 

Select one item from the list

 

For financial products which are likely to give rise to a payment to which s128F of the Income Tax Assessment Act applies, ASX requests issuers to confirm the s128F status of the security:

 

·   “s128F exempt” means interest payments are not taxable to non-residents;

·   “Not s128F exempt” means interest payments are taxable to non-residents;

·   “s128F exemption status unknown” means the issuer is unable to advise the status;

·   “Not applicable” means s128F is not applicable to this security

☐ s128F exempt

☐ Not s128F exempt

☐ s128F exemption status unknown

☐ Not applicable

  *Is the +security perpetual (i.e. no maturity date)? N/A
 

*Maturity date

 

Answer this question if the security is not perpetual

N/A

 

+ See chapter 19 for defined terms 
31 January 2020Page 11

This appendix is not available as an online formAppendix 2A
Please fill in and submit as a PDF announcementApplication for quotation of +securities

 

 

*Select other features applicable to the +security

 

Up to 4 features can be selected. Further information is available in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities.

☐ Simple

☐ Subordinated

☐ Secured

☐ Converting

☐ Convertible

☐ Transformable

☐ Exchangeable

☐ Cumulative

☐ Non-Cumulative

☐ Redeemable

☐ Extendable

☐ Reset

☐ Step-Down

☐ Step-Up

☐ Stapled

☐ None of the above

 

  *Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)? N/A
 

*If yes, what is the first trigger date

 

Answer this question if your response to the previous question is “Yes”.

 

N/A
 

Details of the number and type of +security (including its ASX security code if the +security is quoted on ASX) that will be issued if the +securities to be quoted are converted, transformed or exchanged

 

Answer this question if the security features include “converting”, “convertible”, “transformable” or “exchangeable”.

 

For example, if the security can be converted into 1,000 fully paid ordinary shares with ASX security code ABC, please insert “1,000 fully paid ordinary shares (ASX:ABC)”.

 

N/A

 

Part 4 – Issue details

 

Question
No.
Question Answer
4.1 *Have the +securities to be quoted been issued yet? Yes
4.1a

*What was their date of issue?

 

Answer this question if your response to Q4.1 is “Yes”.

 

13 November 2020

 

 

 

4.1b

*What is their proposed date of issue?

 

Answer this question if your response to Q4.1 is “No”.

 

N/A
4.2

*Are the +securities to be quoted being issued for a cash consideration?

 

If the securities are being issued for nil cash consideration, answer this question “No”.

 

Yes

 

+ See chapter 19 for defined terms 
31 January 2020Page 12

This appendix is not available as an online formAppendix 2A
Please fill in and submit as a PDF announcementApplication for quotation of +securities

 

4.2a

*In what currency is the cash consideration being paid

 

For example, if the consideration is being paid in Australian Dollars, state AUD.

 

Answer this question if your response to Q4.2 is “Yes”.

 

AUD
4.2b

*What is the issue price per +security

 

Answer this question if your response to Q4.2 is “Yes” and by reference to the issue currency provided in your response to Q4.2a.

 

Note: you cannot enter a nil amount here. If the securities are being issued for nil cash consideration, answer Q4.2 as “No” and complete Q4.2c and Q4.2d.

 

A$0.08 per share
4.2c

Please describe the consideration being provided for the +securities to be quoted

 

Answer this question if your response to Q4.2 is “No”.

 

N/A
4.2d

Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the +securities to be quoted

Answer this question if your response to Q4.2 is “No”.

 

N/A
4.3 Any other information the entity wishes to provide about the issue N/A

 

Part 5 – Issued capital following quotation

 

Following the quotation of the +securities the subject of this application, the issued capital of the entity will comprise:

 

Note: the figures provided in the tables in sections 5.1 and 5.2 below are used to calculate the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the relevant table each class of securities issued by the entity.

 

If you have quoted CHESS Depository Interests (CDIs) issued over your securities, include them in the table in section 5.1 and include in the table in section 5.2 any securities that do not have CDIs issued over them (and therefore are not quoted on ASX).

 

Restricted securities should only be included in the table in section 5.1 if you are applying to have them quoted because the escrow period for the securities has expired or is about to expire. Otherwise include them in the table in section 5.2.

 

5.1 *Quoted +securities (total number of each +class of +securities quoted on ASX following the +quotation of the +securities the subject of this application) 

    ASX security code and description Total number of +securities on issue  
      FULLY PAID ORDINARY SHARES
         
          
         
             
226,837,506    
         

 

+ See chapter 19 for defined terms 
31 January 2020Page 13

This appendix is not available as an online formAppendix 2A
Please fill in and submit as a PDF announcementApplication for quotation of +securities

 

5.2 *Unquoted +securities (total number of each +class of +securities issued but not quoted on ASX): 

      Class of securities  
    Number of Options Security Type

Exercise

Price

Expiration Date ASX Code  
    1,200,000 Unlisted Options A$0.500 01 Jul 2021 IMCAI  
      14,493 Unlisted Options A$1.944 30 Nov 2021 IMCAI    
    29,668 Unlisted Options A$1.876 17 Jan 2022 IMCAI  
   

24,493,200

(612,330 Warrants)

Unlisted Options

US$10.00 for

every 40 options

13 Jun 2022 IMCAI  
    7,897,647 Unlisted Options A$0.4680 15 Mar 2023 IMCAI  
    526,510 Unlisted Options A$0.5850 15 Mar 2023 IMCAI  
   

198,240

(4,956 Warrants)

Unlisted Options

US$12.50 for

every 40 options

8 Jun 2022 IMCAI  
   

173,600

(4,340 Warrants)

Unlisted Options

 

US$5.00 for

every 40 options

23 May 2024 IMCAI  
   

116,120

(2,903 Warrants)

Unlisted Options

 

US$5.00 for

every 40 options

16 Jul 2024 IMCAI  
    9,000,000 Unlisted Options A$0.12 13 Nov 2024 IMCAI  
    43,649,478 Total  
         

 

Part 6 – Other Listing Rule requirements

 

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and:

-your response to Q2.1 is “Being issued under a dividend/distribution plan” and the response to Q2.2b.2 is “No”; or
-your response to Q2.1 is “Other”.

 

Note that if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B”, it is assumed that you will have provided the information referred to in this Part in the Appendix 3B.

 

Question
No.
Question Answer
6.1 *Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1?  
6.1a

*Date of meeting or proposed meeting to approve the issue under listing rule 7.1

 

Answer this question if the response to Q6.1 is “Yes”.

 
6.1b

*Are any of the +securities being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1?

 

Answer this question if the response to Q6.1 is “No”.

 
6.1b.1

*How many +securities are being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1?

 

Answer this question if the response to Q6.1 is “No” and the response to Q6.1b is “Yes”.

 

Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities.

 

 

+ See chapter 19 for defined terms 
31 January 2020Page 14

This appendix is not available as an online formAppendix 2A
Please fill in and submit as a PDF announcementApplication for quotation of +securities

 

6.1c

*Are any of the +securities being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A (if applicable)?

 

Answer this question if the response to Q6.1 is “No”.

 

 
6.1c.1

*How many +securities are being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A?

 

Answer this question if the response to Q6.1 is “No” and the response to Q6.1c is “Yes”.

 

Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities.

 

 

 

Introduced 01/12/19, amended 31/01/20

 

 

+ See chapter 19 for defined terms  
31 January 2020 Page 15

 

EX-99.3 4 ea129856ex99-3_immuron.htm APPENDIX 3G

Exhibit 99.3

 

This appendix is not available as an online form   
Please fill in and submit as a PDF announcement  +Rule 3.10.3A, 3.10.3B, 3.10.3C

 

Appendix 3G

 

Notification of issue, conversion or payment up of equity +securities

 

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

 

If you are an entity incorporated outside Australia and you are issuing a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

 

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

 

Part 1 – Entity and announcement details

 

Question no Question Answer
1.1

*Name of entity

We (the entity here named) give notice of the issue, conversion or payment up of the following unquoted +securities.

Immuron Limited
1.2

*Registration type and number

Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number).

ABN: 80 063 114 045
1.3 *ASX issuer code IMC
1.4

*This announcement is

Tick whichever is applicable.

☒   A new announcement

☐   An update/amendment to a previous announcement

☐   A cancellation of a previous announcement

1.4a

*Reason for update

Mandatory only if “Update” ticked in Q1.4 above. A reason must be provided for an update.

N/A
1.4b

*Date of previous announcement to this update

Mandatory only if “Update” ticked in Q1.4 above.

N/A
1.4c

*Reason for cancellation

Mandatory only if “Cancellation” ticked in Q1.4 above.

N/A
1.4d

*Date of previous announcement to this cancellation

Mandatory only if “Cancellation” ticked in Q1.4 above.

N/A
1.5 *Date of this announcement 13 November 2020

 

+ See chapter 19 for defined terms 
31 January 2020Page 1
This appendix is not available as an online formAppendix 3G
Please fill in and submit as a PDF announcementNotification of issue, conversion or
 payment up of equity +securities

Part 2 – Type of issue

 

Question No. Question Answer
2.1

*The +securities the subject of this notification are:

Select whichever item is applicable.

If you wish to notify ASX of different types of issues of securities, please complete a separate Appendix 3G for each type of issue.

☐   +Securities issued as a result of options being exercised or other +convertible +securities being converted and that are not to be quoted on ASX

☐   Partly paid +securities that have been fully paid up and that are not to be quoted on ASX

☒   +Securities issued under an +employee incentive scheme that are not being immediately quoted on ASX

☐   Other [please specify]

If you have selected ‘other’ please provide the circumstances of the issue here:

 

2.2a.1

Please state the number and type of options that were exercised or other +convertible securities that were converted (including their ASX security code if available)?

Answer this question if your response to Q2.1 is “securities issued as a result of options being exercised or other convertible securities being converted and that are not to be quoted on ASX”.

N/A
2.2a.2

And the date the options were exercised or other +convertible securities were converted:

Answer this question if your response to Q2.1 is “securities issued as a result of options being exercised or other convertible securities being converted and that are not to be quoted on ASX”.

Note: If this occurred over a range of dates, enter the date the last of the options was exercised or convertible securities was converted.

N/A
2.2b.1

Please state the number and type of partly paid +securities that were fully paid up (including their ASX security code if available)?

Answer this question if your response to Q2.1 is “partly paid securities that have been paid up and that are not to be quoted on ASX”.

N/A
2.2b.2

And the date the +securities were fully paid up:

Answer this question if your response to Q2.1 is “partly paid securities that have been paid up and that are not to be quoted on ASX”.

Note: If this occurred over a range of dates, enter the date the last of the securities was fully paid up.

N/A

 

+ See chapter 19 for defined terms 
31 January 2020Page 2
This appendix is not available as an online formAppendix 3G
Please fill in and submit as a PDF announcementNotification of issue, conversion or
 payment up of equity +securities

 

2.2c.1

Please state the number and type of +securities (including their ASX security code) issued under an +employee incentive scheme that are not being immediately quoted on ASX

Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.

9,000,000 Unlisted Options exercisable at A$0.12 per option, expire on 13 November 2024.

 

2.2c.2

*Please attach a document or provide details of a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms.

Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.

Refer to the Notice of Annual General Meeting of the Company:

 

https://cdn-api.markitdigital.com/apiman-
gateway/ASX/asx-research/1.0/file/2924-02285822-
3A551155?access_token=83ff96335c2d
45a094df02a206a39ff4

 

2.2c.3

*Are any of these +securities being issued to +key management personnel (KMP) or an +associate

Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.

Yes
2.2c.3.a

*Provide details of the recipients and the number of +securities issued to each of them.

Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX” and your response to Q2.2c.3 is “Yes”. Repeat the detail in the table below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the KMP or insert “Same” in “Name of registered holder”. If the securities are being issued to an associate of a KMP, insert the name of the associate in “Name of registered holder”.

 

    Name of KMP Name of registered holder Number of +securities  
    Dr Roger Aston Dr Roger Aston 1,800,000  
      Mr Daniel Pollock Mr Daniel Jude Pollock 1,800,000  
    Prof. Ravi Savarirayan Prof. Ravi Savarirayan 1,800,000  
    Mr Stephen Anastasiou Mr Stephen Anastasiou 1,800,000  
    Mr Peter Anastasiou Mr Peter Anastasiou 1,800,000  
      Total 9,000,000  
           

2.2d.1

*The purpose(s) for which the entity is issuing the +securities is:

Answer this question if your response to Q2.1 is “Other”.

You may select one or more of the items in the list.

☐    To raise additional working capital

☐   To fund the retirement of debt

☐   To pay for the acquisition of an asset [provide details below]

☐   To pay for services rendered [provide details below]

☒   Other [provide details below]

Additional details:

As per resolutions 7A to 7E approved by shareholders at the General Meeting of the Company held on 29 October 2020.

 

 

+ See chapter 19 for defined terms 
31 January 2020Page 3
This appendix is not available as an online formAppendix 3G
Please fill in and submit as a PDF announcementNotification of issue, conversion or
 payment up of equity +securities

 

2.2d.2

Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including (if applicable) why the issue of the +securities has not been previously announced to the market in an Appendix 3B

You must answer this question if your response to Q2.1 is “Other”. If there is no other information to provide, please answer “Not applicable” or “N/A”.

N/A
2.3

*The +securities being issued are:

Tick whichever is applicable

   Additional +securities in an existing unquoted class that is already recorded by ASX (“existing class”)

☐   New +securities in an unquoted class that is not yet recorded by ASX (“new class”)

 

Part 3A – number and type of +securities being issued (existing class)

 

Answer the questions in this part if your response to Q2.3 is “existing class”.

 

Question No. Question Answer
3A.1 *ASX security code & description IMCAI - Unlisted Options
3A.2 *Number of +securities being issued 9,000,000
3A.3a *Will the +securities being issued rank equally in all respects from their issue date with the existing issued +securities in that class? Yes, upon exercise
3A.3b

*Is the actual date from which the +securities will rank equally (non-ranking end date) known?

Answer this question if your response to Q3A.3a is “No”.

N/A
3A.3c

*Provide the actual non-ranking end date

Answer this question if your response to Q3A.3a is “No” and your response to Q3A.3b is “Yes”.

N/A
3A.3d

*Provide the estimated non-ranking end period

Answer this question if your response to Q3A.3a is “No” and your response to Q3A.3b is “No”.

N/A
3A.3e

*Please state the extent to which the +securities do not rank equally:

  in relation to the next dividend, distribution or interest payment; or

  for any other reason

Answer this question if your response to Q3A.3a is “No”.

For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue.

N/A

 

+ See chapter 19 for defined terms 
31 January 2020Page 4
This appendix is not available as an online formAppendix 3G
Please fill in and submit as a PDF announcementNotification of issue, conversion or
 payment up of equity +securities

 

Part 3B – number and type of +securities being issued (new class)

 

Answer the questions in this part if your response to Q2.3 is “new class”.

 

Question No. Question Answer
3B.1 *Security description N/A
3B.2

*Security type

Select one item from the list that best describes the securities the subject of this form. This will determine more detailed questions to be asked about the security later in this section. Select “ordinary fully or partly paid shares/units” for stapled securities or CDIs. For interest rate securities, please select the appropriate choice from either “Convertible debt securities” or “Non-convertible debt securities”. Select “Other” for performance shares/units and performance options/rights or if the selections available in the list do not appropriately describe the security being issued.

☐ Ordinary fully or partly paid shares/units

☐ Options

☐ +Convertible debt securities

☐ Non-convertible +debt securities

☐ Redeemable preference shares/units

☐ Other

3B.3

ISIN code

Answer this question if you are an entity incorporated outside Australia and you are issuing a new class of securities other than CDIs. See also the note at the top of this form.

N/A
3B.4 *Number of +securities being issued N/A
3B.5a *Will all the +securities issued in this class rank equally in all respects from the issue date? N/A
3B.5b

*Is the actual date from which the +securities will rank equally (non-ranking end date) known?

Answer this question if your response to Q3B.5a is “No”.

N/A
3B.5c

*Provide the actual non-ranking end date

Answer this question if your response to Q3B.5a is “No” and your response to Q3B.5b is “Yes”.

N/A
3B.5d

*Provide the estimated non-ranking end period

Answer this question if your response to Q3B.5a is “No” and your response to Q3B.5b is “No”.

N/A
3B.5e

*Please state the extent to which the +securities do not rank equally:

   in relation to the next dividend, distribution or interest payment; or

   for any other reason

Answer this question if your response to Q3B.5a is “No”.

For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue.

N/A

 

+ See chapter 19 for defined terms 
31 January 2020Page 5
This appendix is not available as an online formAppendix 3G
Please fill in and submit as a PDF announcementNotification of issue, conversion or
 payment up of equity +securities

 

3B.6

Please attach a document or provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued

You may cross reference a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released to the ASX Market Announcements Platform.

N/A
3B.7

*Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1?

Answer this question only if you are an ASX Listing. (ASX Foreign Exempt Listings and ASX Debt Listings do not have to answer this question).

If your response is “No” and the securities have any unusual terms, you should approach ASX as soon as possible for confirmation under listing rule 6.1 that the terms are appropriate and equitable.

N/A

3B.8a

Ordinary fully or partly paid shares/units details

Answer the questions in this section if you selected this security type in your response to Question 3B.2.

 

*+Security currency

This is the currency in which the face amount of an issue is denominated. It will also typically be the currency in which distributions are declared.

N/A
  *Will there be CDIs issued over the +securities? N/A
 

*CDI ratio

Answer this question if you answered “Yes” to the previous question. This is the ratio at which CDIs can be transmuted into the underlying security (e.g. 4:1 means 4 CDIs represent 1 underlying security whereas 1:4 means 1 CDI represents 4 underlying securities).

N/A
  *Is it a partly paid class of +security? N/A
 

*Paid up amount: unpaid amount

Answer this question if answered “Yes” to the previous question.

The paid up amount represents the amount of application money and/or calls which have been paid on any security considered ‘partly paid’

The unpaid amount represents the unpaid or yet to be called amount on any security considered ‘partly paid’.

The amounts should be provided per the security currency (e.g. if the security currency is AUD, then the paid up and unpaid amount per security in AUD).

N/A
 

*Is it a stapled +security?

This is a security class that comprises a number of ordinary shares and/or ordinary units issued by separate entities that are stapled together for the purposes of trading.

N/A

 

+ See chapter 19 for defined terms 
31 January 2020Page 6
This appendix is not available as an online formAppendix 3G
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 payment up of equity +securities

 

3B.8b

Option details

Answer the questions in this section if you selected this security type in your response to Question 3B.2.

 

*+Security currency

This is the currency in which the exercise price is payable.

N/A
 

*Exercise price

The price at which each option can be exercised and convert into the underlying security. If there is no exercise price please answer as $0.00.

The exercise price should be provided per the security currency (i.e. if the security currency is AUD, the exercise price should be expressed in AUD).

N/A
 

*Expiry date

The date on which the options expire or terminate.

N/A
 

*Details of the number and type of +security (including its ASX security code if the +security is quoted on or recorded by ASX) that will be issued if an option is exercised

For example, if the option can be exercised to receive one fully paid ordinary share with ASX security code ABC, please insert “One fully paid ordinary share (ASX:ABC)”.

N/A
3B.8c

Details of non-convertible +debt securities, +convertible debt securities, or redeemable preference shares/units

Answer the questions in this section if you selected one of these security types in your response to Question 3B.2.

Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities” for further information on certain terms used in this section

 

*Type of +security

Select one item from the list

☐ Simple corporate bond

☐ Non-convertible note or bond

☐ Convertible note or bond

☐ Preference share/unit

☐ Capital note

☐ Hybrid security

☐ Other

 

*+Security currency

This is the currency in which the face value of the security is denominated. It will also typically be the currency in which interest or distributions are paid.

N/A
 

Face value

This is the principal amount of each security.

The face value should be provided per the security currency (i.e. if security currency is AUD, then the face value per security in AUD).

N/A
 

*Interest rate type

Select one item from the list

Select the appropriate interest rate type per the terms of the security. Definitions for each type are provided in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities

☐ Fixed rate

☐ Floating rate

☐ Indexed rate

☐ Variable rate

☐ Zero coupon/no interest

☐ Other

 

Frequency of coupon/interest payments per year

Select one item from the list.

☐ Monthly

☐ Quarterly

☐ Semi-annual

☐ Annual

☐ No coupon/interest payments

☐ Other

 

+ See chapter 19 for defined terms 
31 January 2020Page 7
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 payment up of equity +securities

 

 

First interest payment date

A response is not required if you have selected “No coupon/interest payments” in response to the question above on the frequency of coupon/interest payments

N/A
 

Interest rate per annum

Answer this question if the interest rate type is fixed.

N/A
 

*Is the interest rate per annum estimated at this time?

Answer this question if the interest rate type is fixed.

N/A
 

If the interest rate per annum is estimated, then what is the date for this information to be announced to the market (if known)

Answer this question if the interest rate type is fixed and your response to the previous question is “Yes”.

Answer “Unknown” if the date is not known at this time.

N/A
 

*Does the interest rate include a reference rate, base rate or market rate (e.g. BBSW or CPI)?

Answer this question if the interest rate type is floating or indexed

N/A
 

*What is the reference rate, base rate or market rate?

Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”.

N/A
 

*Does the interest rate include a margin above the reference rate, base rate or market rate?

Answer this question if the interest rate type is floating or indexed.

N/A
 

*What is the margin above the reference rate, base rate or market rate (expressed as a percent per annum)

Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”.

N/A
 

*S128F of the Income Tax Assessment Act status applicable to the +security

Select one item from the list

For financial products which are likely to give rise to a payment to which s128F of the Income Tax Assessment Act applies, ASX requests issuers to confirm the s128F status of the security:

  “s128F exempt” means interest payments are not taxable to non-residents;

  “Not s128F exempt” means interest payments are taxable to non-residents;

  “s128F exemption status unknown” means the issuer is unable to advise the status;

  “Not applicable” means s128F is not applicable to this security

☐ s128F exempt

☐ Not s128F exempt

☐ s128F exemption status unknown

☐ Not applicable

 

  *Is the +security perpetual (i.e. no maturity date)? N/A
 

*Maturity date

Answer this question if the security is not perpetual

N/A

 

+ See chapter 19 for defined terms 
31 January 2020Page 8
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 payment up of equity +securities

 

 

*Select other features applicable to the +security

Up to 4 features can be selected. Further information is available in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities.

☐ Simple

☐ Subordinated

☐ Secured

☐ Converting

☐ Convertible

☐ Transformable

☐ Exchangeable

☐ Cumulative

☐ Non-Cumulative

☐ Redeemable

☐ Extendable

☐ Reset

☐ Step-Down

☐ Step-Up

☐ Stapled

☐ None of the above

  *Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)? N/A
 

*If yes, what is the first trigger date

Answer this question if your response to the previous question is “Yes”.

N/A
 

Details of the number and type of +security (including its ASX security code if the +security is quoted on ASX) that will be issued if the securities to be quoted are converted, transformed or exchanged

Answer this question if the security features include “converting”, “convertible”, “transformable” or “exchangeable”.

For example, if the security can be converted into 1,000 fully paid ordinary shares with ASX security code ABC, please insert “1,000 fully paid ordinary shares (ASX:ABC)”.

N/A

 

Part 4 – Issue details

 

Question No. Question Answer
4.1 *Have the +securities been issued yet? Yes
4.1a

*What was their date of issue?

Answer this question if your response to Q4.1 is “Yes”.

13 November 2020
4.1b

*What is their proposed date of issue?

Answer this question if your response to Q4.1 is “No”.

N/A
4.2

*Are the +securities being issued for a cash consideration?

If the securities are being issued for nil cash consideration, answer this question “No”.

No

 

+ See chapter 19 for defined terms 
31 January 2020Page 9
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 payment up of equity +securities

 

4.2a

*In what currency is the cash consideration being paid

For example, if the consideration is being paid in Australian Dollars, state AUD.

Answer this question if your response to Q4.2 is “Yes”.

N/A
4.2b

*What is the issue price per +security

Answer this question if your response to Q4.2 is “Yes” and by reference to the issue currency provided in your response to Q4.2a.

Note: you cannot enter a nil amount here. If the securities are being issued for nil cash consideration, answer Q4.2 as “No” and complete Q4.2c.

N/A
4.2c

Please describe the consideration being provided for the +securities

Answer this question if your response to Q4.2 is “No”.

Nil cash consideration as per resolution 7A to 7E approved by shareholders at the Annual General Meeting of the Company held on 29th October 2020.
4.3 Any other information the entity wishes to provide about the issue N/A

 

Part 5 – Unquoted +securities on issue

 

Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise:

Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity.

Restricted securities should be included in table 5.1.

5.1        
      Class of securities  
    Number of Options Security Type

Exercise

Price

Expiration Date ASX Code  
    1,200,000 Unlisted Options A$0.500 01 Jul 2021 IMCAI  
    14,493 Unlisted Options A$1.944 30 Nov 2021 IMCAI  
    29,668 Unlisted Options A$1.876 17 Jan 2022 IMCAI  
   

24,493,200

(612,330 Warrants)

Unlisted Options

US$10.00 for

every 40 options

13 Jun 2022 IMCAI  
      7,897,647 Unlisted Options A$0.4680 15 Mar 2023 IMCAI    
    526,510 Unlisted Options A$0.5850 15 Mar 2023 IMCAI  
   

198,240

(4,956 Warrants)

Unlisted Options

US$12.50 for

every 40 options

 

8 Jun 2022 IMCAI  
   

173,600

(4,340 Warrants)

Unlisted Options

 

US$5.00 for

every 40 options

23 May 2024 IMCAI  
   

116,120

(2,903 Warrants)

Unlisted Options

 

US$5.00 for

every 40 options

16 Jul 2024 IMCAI  
    9,000,000 Unlisted Options A$0.12 13 Nov 2024 IMCAI  
    43,649,478 Total  
         

 

+ See chapter 19 for defined terms 
31 January 2020Page 10
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 payment up of equity +securities

 

Part 6 – Other Listing Rule requirements

 

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and:

 

-your response to Q2.1 is “+securities issued under an +employee incentive scheme that are not being immediately quoted on ASX”; or
-your response to Q2.1 is “Other”

 

Question No. Question Answer
6.1

*Are the securities being issued under Listing Rule 7.2 exception 131 and therefore the issue does not need any security holder approval under Listing Rule 7.1?

Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.

Yes (as per resolution 7A to 7E approved by shareholders at the Annual General Meeting of the Company held on 29th October 2020)
6.2

*Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1?

Answer this question if the response to Q6.1 is “No”.

N/A
6.2a

*Date of meeting or proposed meeting to approve the issue under listing rule 7.1

Answer this question if the response to Q6.1 is “No” and the response to Q6.2 is “Yes”.

N/A
6.2b

*Are any of the +securities being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1?

Answer this question if the response to Q6.1 is “No” and the response to Q6.2 is “No”.

N/A

 

 

1Exception 13An issue of securities under an employee incentive scheme if within 3 years before the issue date:

 

(a)in the case of a scheme established before the entity was listed – a summary of the terms of the scheme and the maximum number of equity securities proposed to be issued under the scheme were set out in the prospectus, PDS or information memorandum lodged with ASX under rule 1.1 condition 3; or

 

(b)the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as an exception to this rule. The notice of meeting must have included:

 

a summary of the terms of the scheme.

 

the number of securities issued under the scheme since the entity was listed or the date of the last approval under this rule;

 

the maximum number of +equity securities proposed to be issued under the scheme following the approval; and

 

a voting exclusion statement.

 

Exception 13 is only available if and to the extent that the number of +equity securities issued under the scheme does not exceed the maximum number set out in the entity’s prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

 

Exception 13 ceases to be available if there is a material change to the terms of the scheme from those set out in the entity’s prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

 

+ See chapter 19 for defined terms 
31 January 2020Page 11
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 payment up of equity +securities

 

6.2b.1

*How many +securities are being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1?

Answer this question if the response to Q6.1 is “No”, the response to Q6.2 is “No” and the response to Q6.2b is “Yes”.

Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities.

N/A
6.2c

*Are any of the +securities being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A (if applicable)?

Answer this question if the response to Q6.1 is “No” and the response to Q6.2 is “No”.

N/A
6.2c.1

*How many +securities are being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A?

Answer this question if the response to Q6.1 is “No”, the response to Q6.2 is “No” and the response to Q6.2c is “Yes”.

Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities.

N/A

 

Introduced 01/12/19; amended 31/01/20

 

+ See chapter 19 for defined terms 
31 January 2020Page 12
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