Report of Foreign Issuer (6-k)

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: July 2015

Commission File Number: 001-33526

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

(Translation of Registrant’s name into English)

545 Promende du Centropolis

Suite 100

Laval, Québec

Canada H7T 0A3

(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 x

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 x

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

SIGNATURES

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.

		NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
Date: July 13, 2015	By:	/s/ Jim Hamilton

	Name:	Jim Hamilton
	Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit	Description of Exhibit

99.1	Neptune MD&A for the Three-Month Periods Ended May 31, 2015 and 2014

99.2	Neptune Consolidated Interim Financial Statements for the Three-Month Periods Ended May 31, 2015 and 2014

99.3	CEO Certifications – Form 52-109F2

99.4	CFO Certification – Form 52-109F2

Exhibit 99.1

MANAGEMENT ANALYSIS OF THE FINANCIAL SITUATION AND OPERATING RESULTS FOR THE THREE-MONTH PERIODS ENDED MAY 31, 2015 AND 2014

INTRODUCTION

This management’s discussion and analysis (“MD&A”) comments on the financial results and the financial situation of Neptune Technologies & Bioressources Inc. (“Neptune” or the “Corporation”) including its subsidiaries, Acasti Pharma Inc. (”Acasti”) and NeuroBioPharm Inc. (”NeuroBio”), for the three-month periods ended May 31, 2015 and 2014. This MD&A should be read in conjunction with our consolidated interim financial statements for the three-month periods ended May 31, 2015 and 2014. Additional information on the Corporation, as well as registration statements and other public filings, are available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgard.shtml.

In this MD&A, financial information for the three-month periods ended May 31, 2015 and 2014 is based on the consolidated financial statements of the Corporation, which were prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). In accordance with its terms of reference, the Audit Committee of the Corporation’s Board of Directors reviews the contents of the MD&A and recommends its approval to the Board of Directors. The Board of Directors approved this MD&A on July 13, 2015. Disclosure contained in this document is current to that date, unless otherwise noted. The “Critical accounting policies and estimates”, “Use of estimates and judgment”, and “Financial instruments” sections are the same as those disclosed by the Corporation in its MD&A for the year ended February 28, 2015.

Unless otherwise indicated, all references to the terms “we”, “us”, “our”, “Neptune”, “enterprise” and “Corporation” refer to Neptune Technologies & Bioressources Inc. and its subsidiaries. Unless otherwise noted, all amounts in this report refer to Canadian dollars. References to “CAD”, “USD” and “EUR” refer to Canadian dollars, US dollars, and the Euro, respectively. Information disclosed in this report has been limited to what Management has determined to be “material”, on the basis that omitting or misstating such information would influence or change a reasonable investor’s decision to purchase, hold or dispose of the Corporation’s securities.

FORWARD-LOOKING STATEMENTS

This MD&A contains certain information that may constitute forward-looking information within the meaning of Canadian securities laws and forward-looking statements within the meaning of U.S. federal securities laws, both of which we refer to as forward-looking information. Forward-looking information can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “predict”, “potential”, “continue” or other similar expressions concerning matters that are not statements about the present or historical facts. Forward-looking information in this MD&A includes, but is not limited to, information or statements about:

·	Neptune’s ability to maintain all required permits to continue operations at its production facility;

management discussion and analysis of the financial situation and operating results

·	Neptune’s ability to generate revenue through production at its production facility;

·	Neptune’s ability to maintain and develop its existing third party supply and production agreements on terms favourable to Neptune;

·	Neptune’s ability to obtain financing, on terms favourable to Neptune to implement its operating and growth strategy;

·	Neptune’s ability to recover additional insurance proceeds relating to the incident at its production plant under its business interruption insurance policy;

·	Neptune’s ability to regain lost customers and re-establish itself in the nutraceutical market;

Neptune’s ability to oppose or settle notices alleging non-compliance by Québec Ministry of Sustainable Development, Environment and the Fight Against Climate Change (the “Ministry of Environment”) and the Commission de la santé et de la sécurité du travail (the “CSST”) and any other proceedings brought by other parties relating to the November 2012 incident at its former operating facility;

·	Neptune’s ability, and the ability of its distribution partners, to continue to commercialize krill oil products, including Neptune Krill Oil (“NKO®”) and to regain and maintain its market share position for krill oil products;

·	Neptune’s ability to continue to invest in product development and trials;

·	plans of Neptune’s subsidiaries, Acasti and NeuroBio, to conduct new clinical trials for product candidates, including the timing and results of these clinical trials;

·	Neptune’s ability to maintain and defend its intellectual property rights in its krill oil products and in its product candidates;

·	the ability of Neptune’s subsidiaries, Acasti and NeuroBio, to commercialize other product candidates in the United States, Canada and internationally;

·	the timing of the receipt of royalty payments under the terms of Neptune’s settlement agreements;

·	Neptune’s estimates of the size of the potential markets for its krill oil products and its product candidates and the rate and degree of market acceptance of its krill oil products and its product candidates;

·	the health benefits of its krill oil products and Neptune’s product candidates as compared to other products in the nutraceutical and pharmaceutical markets;

·	Neptune’s expectations regarding its financial performance, including its revenues, expenses, gross margins, liquidity, capital resources and capital expenditures; and

·	Neptune’s expectations regarding its significant impairment losses and future write-downs.

Although the forward-looking information is based upon what we believe are reasonable assumptions, no person should place undue reliance on such information since actual results may vary materially from the forward-looking information. Certain key assumptions made in providing the forward-looking information include the following:

·	Performance of the production facility will be consistent with management’s expectations;

·	sales objectives for its krill oil products assume that Neptune will be able to maintain customer relationships and that demand for its products will continue;

·	customer demand for Neptune’s products, particularly NKO®, will be consistent with or stronger than pre-November 2012 levels;

·	Neptune’s business plan to focus on the production of its lead product, NKO® , will not be substantially modified;

·	capital derived from future financings will be available to Neptune on terms that are favourable;

·	Neptune will be able to protect its intellectual property; and

·	Neptune will be able to continue to meet the continued listing requirements of the NASDAQ Stock Market (the “NASDAQ”) and the Toronto Stock Exchange (the “TSX”).

In addition, the forward-looking information is subject to a number of known and unknown risks, uncertainties and other factors, including those described in this MD&A under the heading “Risks and Uncertainties” and under the heading “Risk Factors” in our latest annual information form, available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.shtml, many of which are beyond our control, that could cause actual results and developments to differ materially from those that are disclosed in or implied by the forward-looking information.

Consequently, all the forward-looking information is qualified by this cautionary statement and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operations. Accordingly, you should not place undue reliance on the forward-looking information. Except as required by applicable law, Neptune does not undertake to update or amend any forward-looking information, whether as a result of new information, future events or otherwise. All forward-looking information is made as of the date of this MD&A.

management discussion and analysis of the financial situation and operating results

BUSINESS OVERVIEW

Production Facility Reconstruction and Operations

As previously announced, the manufacturing process at Neptune’s Sherbrooke plant has been adjusted in order to enhance product handling characteristics. Although this allows Neptune to offer a superior product, it is temporarily resulting in reduced plant output and higher manufacturing costs. A team, including third-party experts, is actively identifying a longer-term, cost effective solution to increase output.

To date, important progress has been made and the plant’s effective capacity now exceeds 100 metric tons annually, up from the 75 metric tons at the end of May 2015. All product specifications continue to be met and product handling characteristics are meeting customers and Neptune expectations.

Human Resources

Neptune, along with Acasti, is currently employing 122 employees.

On April 29, 2015, Neptune announced the departure of Mr. André Godin as Chief Financial Officer of the Corporation. Following Mr. Godin’s departure, an executive search was initiated to fulfill his functions with Neptune.

On July 8, 2015, and although there is still discussion between Neptune and the association on the composition of the bargaining unit, Neptune was informed by the Commission des Relations de Travail that an association limited to the production employees (approximately 20 employees) had been immediately certified (with no vote required). The certification process has no impact on Neptune's operations and at its Sherbrooke plant.

Patents and License Agreements

On March 23, 2015, Neptune announced that the Patent Trial and Appeal Board (PTAB) of the US Patent and Trademark Office (USPTO) issued a favourable decision, confirming the validity of certain claims in Neptune’s ‘351 patent (U.S. Patent: 8,278,351) and triggering royalty payments from Aker and Enzymotec to Neptune. On December 17, 2013 and April 27, 2014, Neptune had successfully concluded a settlement and license agreement with Aker and Enzymotec, respectively. Neptune granted a world-wide, non-exclusive, royalty-bearing license to both parties to market and sell nutraceutical products in the licensed countries. Pursuant to the terms of these settlements, royalty levels in the US depended on the outcome of an inter partes review at the PTAB of certain claims from Neptune’s ‘351 patent. In light of the PTAB’s decision, Aker and Enzymotec will be obligated to make royalty payments to Neptune based on their sales of licensed krill oil products in the US. On April 23, 2015, both Aker and Enzymotec filed a request with the same PTAB for a rehearing.

On May 15, 2015, Neptune filed a Complaint in the United States District Court for the Southern District of New York against Aker Biomarine AS, Aker Biomarine Antarctic USA, Inc. and Aker Biomarine Antarctic AS. Neptune is requesting a judgement against the Defendants declaring, amongst other things, that they must pay ongoing royalties on sales of Krill Oil Based Products made on or after March 23, 2015.

Under the terms of the settlement agreement with Enzymotec entered into on April 27, 2014, royalty obligations in Australia were similarly dependent on the outcome of a potential request with the Australian Patent Office for a review of certain claims of Neptune’s Australian composition of matter patent (AU 2002322233). Enzymotec decided to pursue a patent re-examination. On May 25, 2015, the Australian Patent Office confirmed that all claims in Neptune Australian patents are patentable.

On July 10, 2015, Neptune announces that the PTAB of the USPTO has denied Aker and Enzymotec's (collectively the "Petitioner") request for a rehearing of certain claims in Neptune's '351 patent (U.S. Patent: 8,278,351). Based on their review of Aker and Enzymotec's petition, the PTAB highlighted that the Petitioner has not shown that the PTAB misapprehended or overlooked any matter, thus reconfirming the validity of the specific Neptune claims.

management discussion and analysis of the financial situation and operating results

ABOUT THE SUBSIDIARIES

Acasti Pharma Inc.

Acasti is an emerging biopharmaceutical company focused on the research, development and commercialization of new krill oil-based forms of omega-3 phospholipid therapies for the treatment and prevention of certain cardiometabolic disorders, in particular abnormalities in blood lipids, also known as dyslipidemia.

CaPre®

Acasti has undertaken the following three clinical trials designed to evaluate the safety, efficacy and pharmacokinetic profile of CaPre® in humans: the COLT trial, the TRIFECTA trial, and the CAP13-101 (PK) trial.

The COLT trial (a randomized, multi-center, open-label Phase 2 study) has been completed and its final results indicated that CaPre® was safe and effective in reducing triglycerides in patients with mild to severe hypertriglyceridemia, achieving significant mean triglyceride reductions above 20% after 8 weeks of treatment following both daily doses of 4.0g and 2.0g compared to the standard of care alone (mean triglyceride reduction of 7.1%). A substantial majority of adverse events were mild (82.3%) and no severe treatment-related adverse effects have been reported.

The TRIFECTA trial (a randomized, multi-center, double-blind Phase 2 study) has been completed and positive top-line safety and efficacy results in patients with mild to severe hypertriglyceridemia were announced in September 2014. CaPre® successfully met the trial’s primary objective achieving a statistically significant (p < 0.001) mean placebo-adjusted decrease in triglycerides from baseline to week-12, with reductions of 36.4% and 38.6% following CaPre® 1.0g and 2.0g, respectively. In addition, benefits in other key cholesterol markers were announced without deleterious effect on LDL-C (bad cholesterol) and no safety concerns. The full set of data further confirmed and supported the positive Phase II TRIFECTA results announced in September 2014.

The PK trial was completed on July 9, 2014 and its top-line results were announced on September 30, 2014. The PK trial was an open-label, randomized, multiple-dose, single-center, parallel-design study in healthy volunteers. The objectives of the study were to determine the pharmacokinetic profile and safety on Day 1 following a single oral dose and Day 14 following multiple oral doses of CaPre® on individuals pursuing a low-fat diet (therapeutic lifestyle changes diet). The effect of a high-fat meal on the bioavailability of CaPre® was also evaluated at Day 15. CaPre® demonstrated a near dose proportional increase with plasma EPA and DHA levels increasing as dose increases. The bioavailability of CaPre® was not significantly reduced when taken with a low-fat meal versus high-fat meal; a significant advantage for the management of hypertriglyceridemic patients on low fat diets. CaPre® was safe and well tolerated, with no safety concerns.

Next Steps

Acasti is now corresponding with the FDA to determine next steps in the clinical development of CaPre®, and obtain the required authorizations to proceed with such steps, including initiating a phase III clinical trial. Such correspondence is meant to allow the FDA to provide feedback on Acasti’s submissions and to answer specific questions on such submissions. Prior to a final response from the FDA, any exchange with them can take the form of written correspondence, discussions and potentially face-to-face meetings.

Acasti intends to conduct a phase III clinical trial in the United States, with potentially a few Canadian clinical trial sites, in a patient population with very high triglycerides (>500 mg/dL). This study would constitute the primary basis of an efficacy claim for CaPre® in an NDA submission for severe hypertriglyceridemia. Acasti is also evaluating the possibility of submitting a Special Protocol Assessment (“SPA”) to the FDA in order to form the basis for the design of its intended Phase III clinical trial. An SPA is a declaration from the FDA that the Phase III protocol trial design, clinical endpoints, and statistical analyses are acceptable to support regulatory approval. A request would be submitted for the protocol at least 90 days prior to the anticipated start of the Phase III clinical trial.

Additional information relating to Acasti can be found on SEDAR at www.sedar.com

management discussion and analysis of the financial situation and operating results

NeuroBio Inc.

NeuroBio is a private wholly-owned subsidiary focused on research, development and commercialization of new marine based omega‐3 phospholipid therapies for use in the human neurological field. NeuroBio is currently in the early stages of developing novel active pharmaceutical ingredients into commercial products for the medical food and the prescription drug markets.

NeuroBio is in the early stages of developing omega-3 phospholipids medical foods and prescription drugs. NeuroBio is dedicated to the research and development of active pharmaceutical ingredients (“APIs”) for the management of neurodevelopmental, memory, concentration, learning and neurological disorders, from prevention to treatment. NeuroBio’s product candidates are at different development and/or validation stages and are expected to require the approval of the FDA and/or Health Canada before commercialization. Approvals from similar regulatory organizations are also expected to be required before sales are authorized.

The NeuroBio product portfolio includes highly concentrated phospholipids extracted and purified from different marine species, including krill, which functionalize EPA and DHA most often stabilized by potent antioxidants. NeuroBio’s potential prescription drug candidate is NKPL85.

management discussion and analysis of the financial situation and operating results

Selected consolidated financial information

The following tables set out selected financial information for the three-month periods ended May 31, 2015 and 2014. The information has been derived from the unaudited consolidated interim financial statements for the three-month periods ended May 31, 2015 and 2014 and the notes thereto, prepared in accordance with IFRS as issued by IASB.

(Expressed in thousands of dollars, except per share data)

	Three-month period ended May 31,
	2015 (Unaudited)			2014 (Unaudited)
	$			$
Total revenues		2,704			3,691
Adjusted EBITDA1		(5,168	)		(5,772	)
Net loss		(4,966	)		(4,368	)
Net loss attributable to the owners
of the Corporation		(4,434	)		(4,683	)
Basic and diluted loss per share		(0.06	)		(0.06	)

Total assets		93,001			127,501
Working capital2		33,856			65,039
Total equity		68,535			94,436
Non-current financial liabilities		14,225			16,985

Key ratios (% of total revenues):
Gross margin		(31	%)		14	%
Selling expenses		27	%		22	%
General and administrative expenses		104	%		198	%
Research and development expenses		67	%		56	%
Adjusted EBITDA		(191	%)		(156	%)

The Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is not a standard measure endorsed by IFRS requirements. A reconciliation to the Corporation’s net loss is presented below.

The working capital is presented for information purposes only and represents a measurement of the Corporation’s short-term financial health mostly used in financial circles. The working capital is calculated by subtracting current liabilities from current assets. Because there is no standard method endorsed by IFRS, the results may not be comparable to similar measurements presented by other public companies.

management discussion and analysis of the financial situation and operating results

RECONCILIATION OF NET LOSS TO ADJUSTED EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION (Adjusted EBITDA)

Adjusted EBITDA is a non-IFRS financial measure. A reconciliation of the Adjusted EBITDA is presented in the table below. The Corporation uses adjusted financial measures to assess its operating performance. Securities regulations require that companies caution readers that earnings and other measures adjusted to a basis other than IFRS do not have standardized meanings and are unlikely to be comparable to similar measures used by other companies. Accordingly, they should not be considered in isolation. The Corporation uses Adjusted EBITDA to measure its performance from one period to the next without the variation caused by certain adjustments that could potentially distort the analysis of trends in our operating performance, and because the Corporation believes it provides meaningful information on the Corporation’s financial condition and operating results.

Neptune obtains its Consolidated Adjusted EBITDA measurement by adding to net loss, finance income and costs, depreciation and amortization, income taxes, and impairment of property, plant and equipment. Neptune also excludes the effects of certain non-monetary transactions recorded, such as share-based compensation, for its Adjusted EBITDA calculation. The Corporation believes it is useful to exclude these items as they are either non-cash expenses, items that cannot be influenced by management in the short term, or items that do not impact core operating performance. Excluding these items does not imply they are necessarily nonrecurring. Share-based compensation costs are a component of employee remuneration and can vary significantly with changes in the market price of the Corporation’s shares. Foreign exchange gains or losses are a component of finance income or finance costs and can vary significantly with currency fluctuations from one period to another. In addition, other items that do not impact core operating performance of the Corporation may vary significantly from one period to another. As such, adjusted EBITDA provide improved continuity with respect to the comparison of the Corporation’s operating results over a period of time. Our method for calculating adjusted EBITDA may differ from that used by other corporations.

Reconciliation of non-IFRS financial information

(Expressed in thousands of dollars)

	Three-month period
	ended May 31,
	2015			2014
	$			$
Net loss		(4,966	)		(4,368	)
Add (deduct):
Depreciation and amortization		600			106
Finance costs		468			605
Finance income1		(1,687	)		(4,522	)
Stock-based compensation		417			2,162
Income taxes		-			245
Adjusted EBITDA		(5,168	)		(5,772	)

1	Including change in fair value of derivatives of respectively $1,653 and $4,485 for the three-month periods ended May 31, 2015 and 2014.

management discussion and analysis of the financial situation and operating results

SELECTED CONSOLIDATED QUARTERLY FINANCIAL DATA

(Expressed in thousands of dollars, except per share data)

As explained in other sections, the Corporation revenues are almost entirely generated by the nutraceutical segment. The cardiovascular and neurological segments conduct research activities and have incurred losses since inception. Quarterly data are presented below.

Fiscal year ending February 29, 2016

				First			Second	Third	Fourth
	Total			Quarter			Quarter	Quarter	Quarter
	$			$			$	$	$
Total Revenues		2,704			2,704
Adjusted EBITDA1		(5,168	)		(5,168	)
Net loss		(4,966	)		(4,966	)
Net loss attributable to the owners of the Corporation		(4,434	)		(4,434	)
Basic and diluted loss per share		(0.06	)		(0.06	)

The net loss of the first quarter of 2016 was comprised of a gain resulting from the change in fair value of the derivative warrant liability of $1,653 and also includes unallocated production overheads due to lower than expected level of production of $1,733.

Fiscal year ended February 28, 2015

				First			Second			Third			Fourth
	Total			Quarter			Quarter			Quarter			Quarter
	$			$			$			$			$
Total Revenues		15,070			3,691			2,623			4,735			4,021
Adjusted EBITDA1		(32,926	)		(5,772	)		(12,875	)		(4,315	)		(9,964	)
Net (loss) income		(29,822	)		(4,368	)		(14,849	)		74			(10,679	)
Net loss attributable to the owners of the Corporation		(27,960	)		(4,683	)		(12,724	)		(1,333	)		(9,220	)
Basic and diluted loss per share		(0.38	)		(0.06	)		(0.17	)		(0.02	)		(0.12	)

The net loss of the first quarter of 2015 and the net income of the third quarter of 2015 are comprised of a gain resulting from the change in fair value of the derivative warrant liability of $4,485 and $5,043, respectively. In the second and fourth quarter of 2015, the change in fair value of the derivative warrant liability was a loss of $308 and $681, respectively. The net loss of the second quarter of 2015 includes incremental costs related to the plant ramp-up of $2,658, impairment on inventory of $2,063 due to the degradation of raw material and a bad debt expense of $1,246 related to one significant customer. The net loss of the fourth quarter of 2015 includes incremental costs related to the plant issues of $2,048, impairment on inventory of $4,043 due to the degradation of raw material and a bad debt expense of $592.

Fiscal year ended February 28, 2014

				First			Second			Third			Fourth
	Total			Quarter			Quarter			Quarter			Quarter
	$			$			$			$			$
Total revenues		19,496			6,092			5,346			4,395			3,665
Adjusted EBITDA1		(19,111	)		(3,983	)		(6,055	)		(6,362	)		(2,711	)
Net loss		(22,237	)		(5,415	)2		(5,052	)3		(10,443	)4		(1,327	)5
Net loss attributable to the owners of the Corporation		(16,640	)		(4,465	)2		(3,570	)3		(8,797	)4		192	5
Basic and diluted loss per share		(0.27	)		(0.07	)		(0.06	)		(0.14	)		0.00

1	The Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is not a standard measure endorsed by IFRS requirements. A reconciliation to the Corporation’s net loss is presented above.

2	Includes insurance recoveries of $700.

3	Includes insurance recoveries of $5,000.

4	Includes insurance recoveries of $261 and impairments and costs related to the plant explosion of $449.

5	Includes insurance recoveries of $5,594 and impairments and costs related to the plant explosion of $899.

management discussion and analysis of the financial situation and operating results

SEGMENT DISCLOSURES

The Corporation has three reportable operating segments structured in three distinctive legal entities: the first involves the production and commercialization of nutraceutical products (Neptune), the second is the development and commercialization of medical food and pharmaceutical products for cardiovascular diseases (Acasti) and the third is the development of medical food and pharmaceutical products for neurological diseases (NeuroBio).

For the three-month period ended May 31, 2015, all revenues were generated by the nutraceutical segment, with the exception of some minor sales of Acasti’s medical food product, Onemia. The continuity of all operations of the consolidated group is presently supported by Neptune’s revenues and financings in both Neptune and Acasti. Acasti operations are at the commercialization stage for its medical food product, Onemia®, while Phase II clinical trials for its prescription drug candidate, CaPre®, were completed in order to move to the next step of its development (Phase III). As for NeuroBio, operations such as pre-clinical and manufacturing and quality control activities are directed to product development in medical foods and prescription drug products.

Krill oil supplements are the only products sold in the nutraceutical market by Neptune and they are generating gross margins that are still lower than those seen prior to the plant incident on November 8, 2012. In the case of Acasti, commercialization of its medical food product is underway and it is presently not generating a significant amount of revenue. Acasti and NeuroBio have adopted similar commercial strategies, which is to generate short term revenue with OTC and prescription medical food products. It is impossible for now to evaluate a precise timeline for the launch of any of NeuroBio products.

The consolidated cash flows are explained in a following section. Except as described below, significant consolidated cash flows are consistent with those of the nutraceutical segment.

Selected financial information by segment is as follows:

(Expressed in thousands of dollars)

The following table show selected financial information by segments (net of inter segments eliminations):

Three-month period ended May 31, 2015

(Expressed in thousands of dollars)

	Nutraceutical			Cardiovascular			Neurological			Total
	$			$			$			$
Total revenues		2,699			5			-			2,704
Adjusted EBITDA		(3,206	)		(1,860	)		(102	)		(5,168	)
Net loss		(4,564	)		(300	)		(102	)		(4,966	)
Total assets		73,662			18,461			878			93,001
Working capital		16,402			16,747			707			33,856


Adjusted EBITDA calculation
Net loss		(4,564	)		(300	)		(102	)		(4,966	)
add (deduct):
Depreciation and amortization		592			8			-			600
Finance costs		381			87			-			468
Finance income		43	1		(1,730	) 2		-			(1,687	) 3
Stock-based compensation		342			75			-			417
Adjusted EBITDA		(3,206	)		(1,860	)		(102	)		(5,168	)

1 Including change in fair value of derivatives of $55.

2 Including change in fair value of derivatives of ($1,708).

3 Including change in fair value of derivatives of ($1,653).

management discussion and analysis of the financial situation and operating results

Three-month period ended May 31, 2014

(Expressed in thousands of dollars)

	Nutraceutical			Cardiovascular			Neurological			Total
		$			$			$			$
Total revenues		3,635			56			-			3,691
Adjusted EBITDA		(3,766	)		(1,694	)		(312	)		(5,772	)
Net (loss) earnings		(5,702	)		1,937			(603	)		(4,368	)
Total assets		101,735			24,739			1,027			127,501
Working capital		41,433			22,782			824			65,039


Adjusted EBITDA calculation
Net loss		(5,702	)		1,937			(603	)		(4,368	)
add (deduct):
Depreciation and amortization		105			1			-			106
Finance costs		269			336			-			605
Finance income		141	1		(4,663	)2		-			(4,522	)3
Stock-based compensation		1,176			694			292			2,162
Income taxes		245			-			-			245
Adjusted EBITDA		(3,766	)		(1,695	)		(311	)		(5,772	)

1 Including change in fair value of derivatives of $150.

2 Including change in fair value of derivatives of $(4,635).

3 Including change in fair value of derivatives of $(4,485).

OPERATING RESULTS

(All figures in the section are expressed in thousands of dollars)

Revenues

Total revenues for the first quarter ended May 31, 2015 amounted to $2,704, representing a decrease of 27% compared to $3,691 for the three-month period ended May 31, 2014. Revenues for the three-month ended May 31, 2015 were down from last year's comparative period mainly because of the slow-down of the production process in order to enhance product handling characteristics. Revenues from sales for the first quarter ended May 31, 2015 were largely generated from sales of NKO. Revenues from sales for the first quarter ended May 31, 2014 were entirely generated from sales of krill oil acquired by the Corporation through the non-exclusive krill oil manufacturing and supply agreement with an oil producer.

Total revenues for the three-month period ended May 31, 2015 include recognition of $270 of deferred royalty revenues representing the non-refundable payments under a partnership agreement.

Gross Margin

Gross margin is calculated by deducting the cost of sales from total revenues. Cost of sales consists primarily of costs incurred to manufacture products. It also includes related overheads, such as depreciation of property, plant and equipment, certain costs related to quality control and quality assurance, inventory management, sub-contractors,costs for servicing and commissioning and storage costs.

management discussion and analysis of the financial situation and operating results

The following table shows gross margin in dollars as well as a percentage of total revenues for the three months ended May 31, 2015 and 2014:

(Expressed in thousands of dollars)	Three months Ended May 31, 2015			Three months Ended May 31, 2014
Gross margin		(842	)		523
Gross margin as % of total revenues		(31	%)		14	%

Gross margin for the first quarter ended May 31, 2015 amounted to ($842) or (31%) of total revenues compared to $523 or 14% of total revenues for the same period in 2014. The decrease in gross margin for the three-month period ended May 31, 2015 compared to last year's corresponding period was primarily due to unallocated production overheads due to lower than expected level of production of $1,733.

Other income

An amount of $1,634 was recognized during the three-month period ended May 31, 2014 for royalty settlement as a result of negotiations with third parties to settle infringement of the Corporation’s intellectual property cases.

Selling expenses

Selling expenses for the three months ended May 31, 2015 and 2014 were as follows:

(Expressed in thousands of dollars)	Three months Ended May 31, 2015			Three months Ended May 31, 2014
Selling expenses		719			822
Selling expenses as % of total revenues		27	%		22	%

Selling expenses amounted to $719 or 27% of total revenues in the first quarter ended May 31, 2015 compared to $822 or 22% of total revenues for the corresponding period in 2014. The decrease in selling expenses for the three-month period ended May 31, 2015 is mostly attributable to a decrease in stock-based compensation expense of $66.

General and Administrative Expenses

G&A expenses for the three months ended May 31, 2015 and 2014 were as follows:

(Expressed in thousands of dollars)	Three months Ended May 31, 2015			Three months Ended May 31, 2014
General and administrative expenses		2,823			7,309
General and administrative expenses as % of total revenues		104	%		198	%

G&A expenses amounted to $2,823 or 104% of total revenues in the first quarter ended May 31, 2015, compared to $7,309 or 198% of total revenues for the corresponding period in 2014, a decrease of $4,486 compared to the corresponding period in 2014. The decrease of $4,486 in the first quarter ended May 31, 2015 compared to last year's corresponding quarter is mainly attributable to a decrease in stock-based compensation expense of $1,469, a decrease in salaries of $636, a decrease in professional fees of $322, a decrease in training costs of $433 and a decrease in bad debt expenses of $487. The decrease is also attributable to the reallocation of plant expenses that are now recorded in the cost of sales. Because the plant was not re-opened at that time, general and administration expenses for the three-month period ended May 31, 2014 included storage costs of $476 and other expenses related to the plant of $557.

management discussion and analysis of the financial situation and operating results

Research and Development Expenses

R&D expenses, net of tax credits, for the three months ended May 31, 2015 and 2014 were as follows:

(Expressed in thousands of dollars)	Three months Ended May 31, 2015			Three months Ended May 31, 2014
Research and development expenses net
of tax credits		1,800			2,066
Research and development expenses net
of tax credits as % of total revenues		67	%		56	%

R&D expenses amounted to $1,800 or 67% of total revenues in the first quarter ended May 31, 2015 compared to $2,066 or 56% of total revenues for the corresponding period in 2014, a decrease of $266 compared to the same period in 2014. The decrease of $266 in the first quarter ended May 31, 2015 is mainly attributable to the decrease in stock-based compensation expense of $240.

Finance Income

Finance income for the three months ended May 31, 2015 and 2014 were as follows:

(Expressed in thousands of dollars)		Three months Ended May 31, 2015				Three months Ended May 31, 2014
Finance income			1,687				4,522

Finance income amounted to $1,687 in the first quarter ended May 31, 2015 compared to $4,522 for the corresponding period in 2014, representing a decrease of $2,835. This decrease is mainly attributable to the revaluation of the warrant liabilities related to Acasti’s public offering warrants 2014 for which a change in fair value of $1,653 was recorded in the three-month period ended May 31, 2015 compared to $4,485 in the three-month period ended May 31, 2014.

Finance Costs

Finance costs for the three months ended May 31, 2015 and 2014 were as follows:

(Expressed in thousands of dollars)		Three months Ended May 31, 2015				Three months Ended May 31, 2014
Finance costs			468				605

Finance costs amounted to $468 in the first quarter ended May 31, 2015 compared to $605 for the corresponding period in 2014, a decrease of $137 compared to the same period in 2014. The decrease for the three-month period ended May 31, 2015 is attributable to a decrease in loss on foreign exchange of $447 partially offset by an increase in interest charge on loans and borrowings of $310.

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA)

Adjusted EBITDA increased by $604 for the first quarter ended May 31, 2015 to ($5,168) compared to ($5,772) for the first quarter ended May 31, 2014. The increase in adjusted EBITDA of $604 for the first quarter ended May 31, 2015 is mainly attributable to a decrease in salaries of $782, a decrease in professional fees of $322, a decrease in training costs of $433 and a decrease in bad debt expenses of $487. The increase is partially offset by the other income related to royalty settlements of $1,634 in the first quarter ended May 31, 2014, which did not reoccur in the first quarter ended May 31, 2015.

Net Loss

The Corporation realized a consolidated net loss for the first quarter ended May 31, 2015 of ($4,966) compared to ($4,368) for the first quarter ended May 31, 2014, an increase of $598 compared to the same period in 2014. The increase in the consolidated net loss of $598 for the first quarter ended May 31, 2015 is mainly attributable to a decrease in other income related to royalty settlements of $1,634 and a decrease of change in fair value gain of $2,832 related to the revaluation of the warrants liabilities. This increase is partially offset by a decrease in stock-based compensation expense of $1,745, a decrease in salaries of $782, a decrease in professional fees of $322, a decrease in bad debt expense of $487 and a decrease in finance costs of $447.

management discussion and analysis of the financial situation and operating results

LIQUIDITY AND CAPITAL RESOURCES

(All figures in the section are expressed in thousands of dollars)

Operating Activities

During the three-month period ended May 31, 2015, the operating activities generated a decrease in liquidities of $2,960, compared to an increase of $1,153 for the corresponding three-month period ended May 31, 2014. The decrease in cash flows from operating activities for the three-month periods ended May 31, 2015 and 2014 is mainly attributable to a higher net loss incurred after adjustments for non-cash items, as explained in the Adjusted EBITDA section above.

Investing Activities

During the three-month period ended May 31, 2015, the investing activities generated an increase in liquidities of $2,625 primarily due to maturity of short-term investments of $3,254. The increase in liquidities was offset by acquisition of property, plant and equipment for $526 related to the plant in Sherbrooke.

Financing Activities

During the three-month period ended May 31, 2015, the financing activities generated a decrease in liquidities of $208 mainly due to interest paid of $222.

Overall, as a result of cash flows from all activities, the Corporation decreased its cash by $565 for the three-month period ended May 31, 2015.

At May 31, 2015, the Corporation’s liquidity position, consisting of cash and short-term investments, was $23,735. Of this amount, $17,226 are Acasti’s funds raised through a public and private offering in 2014 for the development of its new products and their marketing. As such the funds are not readily available to Neptune.

The Corporation has no committed undrawn financing.

The nutraceutical business is currently operating with negative cash flows from operations and the Corporation, in aggregate, had negative cash flows from operating activities in the three-month period ended May 31, 2015 of $3.0 million.

Management believes that its available cash and short-term investments, expected interest income, expected royalty payments and tax credits will be sufficient to finance the Corporation’s operations and capital needs during the ensuing twelve-month period. The main assumption underlying this determination is the resolution of production issues at the Corporation’s plant in order to achieve plant output in a cost effective manner, within the timeframe expected by management.

Should management’s expectations not materialize, further financing may be required to support the Corporation’s operations in the near future, including accessing capital markets or incurring additional debt, an assumption management is comfortable with although there is no assurance that the Corporation can indeed access capital markets or arrange debt financing.

In addition, the Corporation’s subsidiaries are subject to a number of risks associated with the successful development of new products and their marketing, the conduct of clinical studies and their results, the meeting of development objectives set by the Corporation in its license agreements and the establishment of strategic alliances. The Corporation’s subsidiaries will have to finance their research and development activities and clinical studies. To achieve the objectives of their business plans, the Corporation’s subsidiaries plan to establish strategic alliances, raise the necessary capital and make sales. It is anticipated that the products developed by the Corporation’s subsidiaries will require approval from the U.S. Food and Drug Administration and equivalent organizations in other countries before their sale can be authorized. The ability of the Corporation’s subsidiaries to ultimately achieve profitable operations in the longer term is dependent on a number of factors outside the management’s control.

management discussion and analysis of the financial situation and operating results

OFF BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

(All figures in the section are expressed in thousands of dollars)

Derivatives over the Corporation’s own equity in the amount of $628 at May 31, 2015 do not give rise to liquidity risk because they settle in shares and thus have been excluded from the below table.

In addition, approximately $565 of advance payments at May 31, 2015 may be refundable in the next year if the Corporation fails to meet certain development milestones which has been excluded in the table below.

The following are the contractual maturities of financial liabilities and other contracts as at May 31, 2015:

									May 31, 2015
Required payments per year (in thousands of dollars)	Carrying amount		Contractual Cash flows		Less than 1 year		1 to 3 years		4 to 5 years		More than 5 years
Trade and other payables	$	7,655	$	7,655	$	7,655	$	–	$	–	$	–
Loans and borrowings*		14,662		18,388		2,362		8,850		6,651		525
Research and development contracts		–		4,960		3,709		1,251		–		–
Operating leases		–		2,796		641		706		677		772
Other agreements		–		494		494		–		–		–
	$	22,317	$	34,293	$	14,861	$	10,807	$	7,328	$	1,297

*Includes interest payments to be made at the contractual rate.

The Corporation has no off balance sheet arrangements as at May 31, 2015, except for the following commitments.

Under the terms of an agreement entered into with a corporation controlled by Mr. Henri Harland, the Corporation is committed to pay royalties of 1% of its revenues in semi-annual instalments, for an unlimited period. For the three-month period ended May 31, 2015, total royalties included in operating expenses amounted to $33 (2014 - $55). As at May 31, 2015, the balance due to this corporation under this agreement amounts to $208 (February 28, 2015 - $175). This amount is presented in the consolidated statements of financial position under ''Trade and other payables''.

The Corporation rents its premises pursuant to operating leases expiring at different dates from May 31, 2016 to September 30, 2022. Minimum lease payments for the next five years are $632 in 2016, $358 in 2017, $331 in 2018, $331 in 2019, $331 in 2020 and $772 thereafter. The Corporation also has other operating leases expiring at different dates from July 31, 2017 to July 13, 2020. Minimum lease payments under these other operating leases for the next five years are $9 in 2016, $9 in 2017, $8 in 2018, $8 in 2019 and $7 in 2020.

As at May 31, 2015, the Corporation signed agreements amounting to $294 with various suppliers with respect to the plant. As at May 31, 2015, the Corporation also signed consulting agreements amounting to $200 with various consultants and research and development agreements amounting to $336 with various partners and suppliers for them to execute research and various projects.

In the normal course of business, Acasti has signed agreements with various partners and suppliers for them to execute research projects and to produce and market certain products. Acasti initiated research and development projects that will be conducted over a 12 to 24-month period for a total initial cost of $13,030, of which an amount of $8,037 has been paid to date. As at May 31, 2015, an amount of $369 is included in “Trade and other payables” in relation to these projects.

management discussion and analysis of the financial situation and operating results

Contingencies:

(All figures in the section are expressed in thousands of dollars)

On May 29, 2014, the Corporation and its subsidiaries were served with a lawsuit from Mr. Henri Harland, former President and Chief Executive Officer of the Corporation and its subsidiaries who resigned from all his duties on April 25, 2014. Mr. Harland alleges in his complaint that he was forced to resign and is claiming inter alia, the acknowledgment of the relevant sections of his employment contract, the payment of a sum of approximately $8,500 and the issuance of 500,000 shares of each of Neptune, Acasti and NeuroBio, as well as two blocks of 1,000,000 call-options each on the shares held by Neptune in Acasti and NeuroBio in his name. Neptune and its subsidiaries believe the claim as formulated is without merit or cause. On December 11, 2014 Neptune, Acasti and NeuroBio filed their defence and counterclaim alleging inter alia that Mr. Harland’s contract is null and void and that he is owed nothing following his resignation. Should the Court determine that the contract is nonetheless valid, the Corporation and its subsidiaries’ position, as stated in the defence and counterclaim, is that there was also enough evidence discovered after Mr. Harland’s resignation that would have justified a dismissal for cause and that again, nothing is owed to the plaintiff. No trial date has been set. All outstanding share-based payments held by Mr. Harland have been cancelled during the year ended February 28, 2015. As of the date of this management discussion and analysis, no agreement has been reached and no provision has been recognized in the financial statements in respect of this claim. Neptune and its subsidiaries also filed an additional claim to recover certain amounts from Mr. Harland.

On December 15, 2014, Neptune was served with eleven (11) notices of offence issued by the Director of Penal and Criminal Prosecutions (Quebec) in connection with violations to the Quebec Environment Quality Act (CQLR, c. Q-2) for fines totaling approximately $360. These alleged offenses are linked to the incident of November 8, 2012 and subject to challenge. On January 13, 2015, Neptune entered a plea of “not guilty” on 10 of the 11 notices and entered a plea of “guilty but contesting the amount of the fine” on 1 of the 11 notices. No trial date has been set. As at May 31, 2015, an amount of approximately $16 is included in “trade and other payables” in the consolidated statements of financial position.

During the year ended February 28, 2015, the Corporation recorded a bad debt expense of $1,838 (2014 – $2,193) related to one significant customer, for which total trade receivable due at February 28, 2015 of $4,590 is now fully provided for (2014 – $4,365). In order to recover the money owed to it, Neptune initiated arbitration against this customer in August 2014 in which it claimed the sum of approximately US$3.7 million. In response, the customer asserted in its counterclaim that Neptune owes them at least US$40 million in damages. Neptune intends to pursue its claim and adamantly dispute this customer’s counterclaim which management believes to be frivolous. No hearing dates have been set.

In the normal course of operations, the Corporation is involved in various claims and legal proceedings. Although the outcome of these pending cases as at May 31, 2015 cannot be determined with certainty, based on currently available information, management believes that the ultimate outcome of these matters, individually and in aggregate, will not have a material adverse effect on the Company’s financial position or overall trends in results of operations.

SUBSEQUENT EVENTS

In June 2015, the Corporation received insurance recoveries relating to the 2012 plant explosion of approximately $724,000.

On June 1, 2015, the Corporation granted an aggregate of 288,000 incentive stock options under the Corporation’s Stock Option Plan for its Officers and management team. Each option will vest annually over a period of three years and will entitle its holder to purchase one common share of the Corporation at a price of $1.65 until June 1, 2022.

On June 1, 2015, Acasti granted an aggregate of 559,000 incentive stock options under the Acasti’s Stock Option Plan for its Officers and management team. Each option will vest annually over a period of three years and will entitle its holder to purchase one common share of Acasti at a price of $0.45 until June 1, 2022.

management discussion and analysis of the financial situation and operating results

FINANCIAL POSITION

The following table details the significant changes to the statement of financial position (other than equity) at May 31, 2015 compared to February 28, 2015 (expressed in thousands of dollars):

Accounts	Increase (Reduction)			Comments

Cash		(565	)	Refer to ‘’liquidity and capital resources’’
Short-term investments		(3,327	)	Maturity of investments
Trade and other receivables		(2,509	)	Receipt of accounts receivables payments
Tax credits receivable		(344	)	Receipt of tax credits on equipment acquisitions and eligible R&D expenses
Inventories		681		Production at the plant
Property, plant and equipment		(200	)	Costs related to plant net of depreciation
Other investment		573		Acquisition of shares and re-evaluation of the investment at fair value
Advance payments and deferred revenues		(218	)	Recognition of royalty revenues under a partnership agreement
Derivative warrant liability		(1,653	)	Change in fair value of warrants

See the statement of changes in equity for details of changes to the equity accounts from February 28, 2015.

PRIMARY FINANCIAL RATIOS

	May 31,		February 28,		May 31,
	2015		2015		2014
Working Capital Ratio (current assets / current liabilities)1		4.31		5.32		5.04

The Working Capital Ratio is presented for information purposes only and represents a financial performance measurement tool mostly used in financial circles. Because there is no standard method endorsed by IFRS requirements, the results may not be comparable to similar measurements presented by other public corporations.

The Corporation’s working capital ratio decreased at May 31, 2015 compared to February 28, 2015 and May 31, 2014 mainly due to the decrease in sales and the slow-down of the production process in order to enhance product handling characteristics.

RELATED PARTY TRANSACTIONS

(expressed in thousands of dollars)

Transaction with key management personnel:

For the three-month period ended May 31, 2015, a corporation controlled by the Chairman of the Board of Directors rendered consulting services amounted to $10 (nil in 2014). As at May 31, 2015, the balance due to this corporation amounts to nil ($50 as at February 28, 2015). This amount was presented in the consolidated statements of financial position under ''Trade and other payables''. These consulting services will stop when a CFO will be appointed.

Refer to note 16 of the consolidated interim financial statements for related party disclosures related to key management personnel compensation.

management discussion and analysis of the financial situation and operating results

CHANGE IN ACCOUNTING POLICIES AND FUTURE ACCOUNTING CHANGES

New standards and interpretations not yet adopted:

Financial instruments:

IFRS 9, Financial Instruments, was issued in November 2009. It addresses classification and measurement of financial assets and financial liabilities. In November 2013, the IASB issued a new general hedge accounting standard, which forms part of IFRS 9 Financial Instruments (2013). The new standard removes the January 1, 2015 prior effective date of IFRS 9. The new mandatory effective date will be determined once the classification and measurement and impairment phases of IFRS 9 are finalized. The mandatory effective date is not yet determined; however, early adoption of the new standard is still permitted. In February 2014, a tentative decision established the mandatory effective application for annual periods beginning on or after January 1, 2018. The Corporation has not yet assessed the impact of adoption of IFRS 9 and does not intend to early adopt IFRS 9 in its financial statements.

Revenue:

On May 28, 2014 the IASB issued IFRS 15, Revenue from Contracts with Customers. IFRS 15 will replace IAS 18, Revenue, among other standards. The standard contains a single model that applies to contracts with customers and two approaches to recognizing revenue: at a point in time or over time. The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognized. New estimates and judgmental thresholds have been introduced, which may affect the amount and/or timing of revenue recognized. The new standard applies to contracts with customers. The new standard is effective for fiscal years beginning on January 1, 2018, and is available for early adoption. The Corporation has not yet assessed the impact of adoption of IFRS 15, and does not intend to early adopt IFRS 15 in its financial statements.

CONTROLS AND PROCEDURES

In compliance with the Canadian Securities Administrators’ National Instrument 52-109, we have filed certificates signed by Chief Executive Officer (“CEO”) and person who performs similar functions as a Chief Financial Officer (“CFO”) that, among other things, report on the design and effectiveness of disclosure controls and procedures and the design and effectiveness of internal controls over financial reporting.

Changes in internal control over financial reporting (ICFR)

In accordance with the Canadian Securities Administrators’ Multilateral Instrument 52-109, the Corporation has filed certificates signed by the CEO and CFO that among other things, report on the design of disclosure controls and procedures and the design of internal control over financial reporting.

There have been no changes in the Corporation’s ICFR during the three-month period ended May 31, 2015 that have materially affected, or are reasonably likely to materially affect its ICFR.

RISKS AND UNCERTAINTIES

Investing in securities of the Corporation involves a high degree of risk. Prospective investors should carefully consider the risks and uncertainties described in our filings with securities regulators, including those described under the heading “Risk Factors” in our latest annual information form and Form 40-F, available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.shtml and, without limitation, the following risks:

·	the risk that the Corporation may not maintain all required permits to operate its production facility;

·	the risks related to the Corporation’s needs for additional funding;

·	the risk that Neptune may not recover all of the insurance proceeds it has claimed;

·	the risk that new claims or lawsuits relating to the plant explosion may be brought against Neptune;

·	the risk that Neptune may be unable to restore or grow its customer base;

·	the risk that Neptune is reliant on a limited number of distributors and significant concentration of accounts receivables;

management discussion and analysis of the financial situation and operating results

·	the risks related to the fact that Neptune has suffered significant impairment losses and its assets may be subject to future write-downs;

·	the risk that Neptune may lose its control of Acasti;

·	the risks related to Neptune’s history of net losses and inability to achieve profitability to date;

·	the risk that NKO® may not be successfully commercialized;

·	the risks related to changes in regulatory requirements and interpretations of regulatory requirements;

·	the risks related to Neptune’s reliance on third parties for the supply of raw materials;

·	the risk that Neptune may be unable to manage its growth efficiently;

·	the risk that Neptune may be unable to further penetrate core or new markets;

·	the risk that Neptune may be unable to attract and retain skilled labor;

·	the risk that Neptune may be unable to attract, hire and retain key management and personnel;

·	the risk related to the success of current and future clinical trials by Neptune and its subsidiaries;

·	the risk that Neptune may be unable to achieve its publicly announced milestones on time or at all;

·	the risks related to product liability lawsuits that could be brought against Neptune and its subsidiaries;

·	the risks related to intense competition from other companies in the pharmaceutical and nutraceutical industry;

·	the risk that Neptune may be unable secure and defend its intellectual property rights; and

·	the risks related to the fact that the Corporation does not currently intend to pay any cash dividends on the Common Shares in the foreseeable future.

Additional risks and uncertainties, including those of which the Corporation is currently unaware or that it deems immaterial, may also adversely affect the Corporation’s business, financial condition, liquidity, results of operation and prospects.

ADDITIONAL INFORMATION

Updated and additional Corporation information is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.shtml.

As at July 13, 2015, the total number of common shares issued by the Corporation and outstanding is 75,366,781 and Corporation common shares were being traded on the TSX under the symbol “NTB” and on NASDAQ Capital Market under the symbol “NEPT”. There are also 1,222,164 Neptune warrants, 6,655,900 Neptune options and 11,250 Neptune restrictive share units. Each warrant, option and restrictive share unit is exercisable into one common share to be issued from treasury of the Corporation.

The following instruments, upon exercise, will alter the allocation of equity attributable to controlling and non-controlling equity holders, but will not result in the Corporation issuing common shares from treasury. Neptune has issued 4,973,500 Acasti call-options on shares it owns of the subsidiary outstanding as at the same date, exercisable into one Class A share of the subsidiary. In addition, Acasti has 20,016,542 warrants (including 592,500 warrants owned by the Corporation), 4,642,750 options and 11,250 restrictive share units outstanding at this date. Each warrant, option and restrictive share unit is exercisable into one Class A share to be issued from treasury of Acasti.

Exhibit 99.2

Consolidated Interim Financial Statements of

(Unaudited)

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

For the three-month periods ended May 31, 2015 and 2014

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Consolidated Interim Financial Statements

(Unaudited)

For the three-month periods ended May 31, 2015 and 2014

Financial Statements

Consolidated Interim Statements of Financial Position	1

Consolidated Interim Statements of Earnings and Comprehensive Loss	2

Consolidated Interim Statements of Changes in Equity	3

Consolidated Interim Statements of Cash Flows	5

Notes to Consolidated Interim Financial Statements	6


Notice:

These interim financial statements have not been reviewed by the Corporation’s auditors.

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Consolidated Interim Statements of Financial Position

(Unaudited)

As at May 31, 2015 and February 28, 2015


	May 31,			February 28,
	2015			2015

Assets

Current assets:
Cash	$	3,688,537		$	4,253,073
Short-term investments		20,045,991			23,372,677
Trade and other receivables		3,662,691			6,172,018
Tax credits receivable		2,226,650			2,571,063
Prepaid expenses		408,217			539,589
Inventories (note 4)		14,064,158			13,383,148
		44,096,244			50,291,568

Property, plant and equipment (note 5)		46,671,226			46,871,217
Intangible assets		1,596,179			1,573,878
Other investment (note 6)		892,110			318,750

Total assets	$	93,255,759		$	99,055,413

Liabilities and Equity

Current liabilities:
Trade and other payables	$	7,654,700		$	7,615,346
Loans and borrowings		1,500,225			540,039
Advance payments and deferred revenues (note 7)		1,085,585			1,303,808
		10,240,510			9,459,193

Deferred lease inducements		435,276			450,114
Loans and borrowings		13,161,926			14,006,847
Derivative warrant liability (note 14)		628,107			2,281,508
Total liabilities		24,465,819			26,197,662

Equity:
Share capital		123,686,495			123,685,960
Warrants (note 8)		648,820			648,820
Contributed surplus		27,867,420			27,534,682
Accumulated other comprehensive income (loss)		330,110			(131,250	)
Deficit		(100,887,770	)		(96,453,762	)
Total equity attributable to equity holders of the Corporation		51,645,075			55,284,450

Non-controlling interest (note 9)		10,657,720			11,166,032
Subsidiary warrants and options (note 9)		6,487,145			6,407,269
Total equity attributable to non-controlling interest		17,144,865			17,573,301

Total equity		68,789,940			72,857,751

Commitments and contingencies (note 13)
Subsequent events (note 17)

Total liabilities and equity	$	93,255,759		$	99,055,413

See accompanying notes to unaudited consolidated interim financial statements.

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Consolidated Interim Statements of Earnings and Comprehensive Loss

(Unaudited)

Three-month periods ended May 31, 2015 and 2014


	May 31,			May 31,
	2015			2014

Revenue from sales	$	2,318,056		$	3,691,484
Royalty revenues		386,482			–
Total revenues		2,704,538			3,691,484

Cost of sales (note 4)		(3,546,933	)		(3,168,854	)
Gross margin		(842,395	)		522,630

Other income – from royalty settlement		–			1,633,950
Selling expenses		(719,262	)		(821,502	)
General and administrative expenses		(2,823,138	)		(7,309,435	)
Research and development expenses, net of tax credits of $26,000 (2014 - $36,814)		(1,800,237	)		(2,065,861	)
Results from operating activities		(6,185,032	)		(8,040,218	)

Finance income (note 10)		1,686,918			4,521,601
Finance costs (note 10)		(467,619	)		(604,746	)
Net finance income		1,219,299			3,916,855

Loss before income taxes		(4,965,733	)		(4,123,363	)

Income taxes (note 12)		–			(245,093	)
Net loss		(4,965,733	)		(4,368,456	)

Other comprehensive income (that may be reclassified subsequently to net loss)
Unrealized gain on available-for-sale investment (notes 6 and 14)		461,360			–

Total comprehensive loss	$	(4,504,373	)	$	(4,368,456	)

Net loss attributable to:
Owners of the Corporation	$	(4,434,008	)	$	(4,682,872	)
Non-controlling interest		(531,725	)		314,416
Net loss	$	(4,965,733	)	$	(4,368,456	)

Total comprehensive loss attributable to:
Owners of the Corporation	$	(3,972,648	)	$	(4,682,872	)
Non-controlling interest		(531,725	)		314,416
Total comprehensive loss	$	(4,504,373	)	$	(4,368,456	)

Basic and diluted loss per share	$	(0.06	)	$	(0.06	)

Basic and diluted weighted average number of common shares		75,351,141			73,248,696

See accompanying notes to unaudited consolidated interim financial statements.

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Consolidated Interim Statements of Changes in Equity

(Unaudited)

Three-month periods ended May 31, 2015 and 2014


	Attributable to equity holders of the Corporation																		Attributable to non-controlling interest
										Accumulated
										other									Subsidiary			Non-
	Share capital						Contributed			comprehensive									warrants			controlling						Total
	Number		Dollars		Warrants		surplus			income (loss)			Deficit			Total			and options			interest			Total			equity

Balance, February 28, 2015		75,351,123	$	123,685,960	$	648,820	$	27,534,682		$	(131,250	)	$	(96,453,762	)	$	55,284,450		$	6,407,269		$	11,166,032		$	17,573,301		$	72,857,751

Net loss for the period		–		–		–		–			–			(4,434,008	)		(4,434,008	)		–			(531,725	)		(531,725	)		(4,965,733	)
Other comprehensive income for the period		–		–		–		–			461,360			–			461,360			–			–			–			461,360
Total comprehensive income (loss) for the period		–		–		–		–			461,360			(4,434,008	)		(3,972,648	)		–			(531,725	)		(531,725	)		(4,504,373	)

Transactions with owners, recorded directly in equity
Contributions by and distribution to owners
Share-based payment transactions (note 11)		–		–		–		292,401			–			–			292,401			124,876			–			124,876			417,277
Exercise of Neptune series 2011-1 warrants (note 8 (a))		33		535		–		–			–			–			535			–			–			–			535
Total contributions by and distribution to owners		33		535		–		292,401			–			–			292,936			124,876			–			124,876			417,812

Change in ownership interests in subsidiaries that do not result in a loss of control
Exercise of Acasti call-options by third parties (note 9 (a)(i))		–		–		–		(4,663	)		–			–			(4,663	)		–			23,413			23,413			18,750
Expiry of Acasti options (note 11 (e))		–		–		–		45,000			–			–			45,000			(45,000	)		–			(45,000	)		–
Total changes in ownership interest in subsidiaries		–		–		–		40,337			–			–			40,337			(45,000	)		23,413			(21,587	)		18,750

Total transactions with owners		33		535		–		332,738			–			–			333,273			79,876			23,413			103,289			436,562

Balance at May 31, 2015		75,351,156	$	123,686,495	$	648,820	$	27,867,420		$	330,110		$	(100,887,770	)	$	51,645,075		$	6,487,145		$	10,657,720		$	17,144,865		$	68,789,940

See accompanying notes to unaudited consolidated interim financial statements.

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Consolidated Interim Statements of Changes in Equity, Continued

(Unaudited)

Three-month periods ended May 31, 2015 and 2014


	Attributable to equity holders of the Corporation															Attributable to non-controlling interest
																Subsidiary		Non-
	Share capital						Contributed									warrants		controlling						Total
	Number		Dollars		Warrants		surplus			Deficit			Total			and options		interest			Total			equity

Balance at February 28, 2014		61,878,725	$	88,745,590	$	464,800	$	23,386,025		$	(62,097,779	)	$	50,498,636		$	7,573,668	$	6,980,958		$	14,554,626		$	65,053,262

Net loss and comprehensive loss for the period		–		–		–		–			(4,682,872	)		(4,682,872	)		–		314,416			314,416			(4,368,456	)

Transactions with owners, recorded directly in equity
Contributions by and distribution to owners
Share-based payment transactions (note 11)		–		–		–		795,137			–			795,137			1,366,730		–			1,366,730			2,161,867
Share-based payment transactions with a consultant (note 11 (d))		100,723		280,639		–		(280,639	)		–			–			–		–			–			–
Public offering		11,500,000		29,202,687		–		–			–			29,202,687			–		–			–			29,202,687
Private placement		907,000		2,331,541		–		–			–			2,331,541			–		–			–			2,331,541
Total contributions by and distribution to owners		12,507,723		31,814,867		–		514,498			–			32,329,365			1,366,730		–			1,366,730			33,696,095

Change in ownership interests in subsidiaries that do not result in a loss of control
Exercise of Acasti warrants and options by third parties (note 9 (a))		–		–		–		(7,559	)		–			(7,559	)		–		57,559			57,559			50,000
Exercise of NeuroBioPharm warrants and options by third parties		–		–		–		15,833			–			15,833			–		(10,452	)		(10,452	)		5,381
Total changes in ownership interest in subsidiaries		–		–		–		8,274			–			8,274			–		47,107			47,107			55,381

Total transactions with owners		12,507,723		31,814,867		–		522,772			–			32,337,639			1,366,730		47,107			1,413,837			33,751,476

Balance at May 31, 2014		74,386,448	$	120,560,457	$	464,800	$	23,908,797		$	(66,780,651	)	$	78,153,403		$	8,940,398	$	7,342,481		$	16,282,879		$	94,436,282

See accompanying notes to unaudited consolidated interim financial statements.

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Consolidated Interim Statements of Cash Flows

(Unaudited)

Three-month periods ended May 31, 2015 and 2014


	May 31,			May 31,
	2015			2014

Cash flows used in operating activities:
Net loss for the period	$	(4,965,733	)	$	(4,368,456	)
Adjustments:
Depreciation of property, plant and equipment		571,692			86,921
Amortization of intangible assets		27,777			19,493
Stock-based compensation		417,277			2,161,867
Recognition of deferred revenues		(344,766	)		–
Amortization of deferred lease inducements		(14,838	)		(14,839	)
Net finance income		(1,219,299	)		(3,916,855	)
Realized foreign exchange loss		(38,061	)		(46,437	)
Income taxes expense		–			245,093
		(5,565,951	)		(5,833,213	)
Changes in non-cash operating working capital items:
Trade and other receivables		2,509,327			7,335,889
Tax credits receivable		344,413			510,205
Prepaid expenses		131,372			366,750
Inventories		(681,010	)		(3,627,673	)
Trade and other payables		167,902			2,660,636
Deferred revenues		138,960			–
		(2,954,987	)		1,412,594
Income taxes paid		–			(245,093	)
Other finance costs paid		(4,710	)		(14,518	)
		(2,959,697	)		1,152,983
Cash flows used in investing activities:
Interest received		17,095			29,423
Acquisition of property, plant and equipment		(526,409	)		(9,667,921	)
Acquisition of intangible assets		(7,668	)		(6,322	)
Maturity of short-term investments		3,253,500			500,000
Acquisition of short-term investments		–			(520,086	)
Acquisition of an investment in a public company		(112,000	)		–
		2,624,518			(9,664,906	)
Cash flows from financing activities:
Repayment of loans and borrowings		(5,462	)		(4,363	)
Proceeds from exercise of subsidiary warrants and options		–			55,381
Proceeds from Acasti call-options		18,750			–
Net proceeds from public offering		–			29,202,687
Net proceeds from private placement		–			2,331,541
Proceeds from exercise of warrants and options		535			–
Interest paid		(221,735	)		(152,074	)
		(207,912	)		31,433,172
Foreign exchange loss on cash held in foreign currencies		(21,444	)		(232,007	)
Net (decrease) increase in cash		(564,535	)		22,689,242
Cash, beginning of period		4,253,072			6,522,366
Cash, end of period	$	3,688,537		$	29,211,608

Supplemental cash flow disclosure:
Non-cash transactions:
Acquired property, plant and equipment included in trade and other payables	$	225,227		$	3,948,305
Intangible assets included in trade and other payables		50,470			65,132
Acquired property, plant and equipment by way of a capital lease		16,250			–
Interest capitalized		–			222,645

See accompanying notes to unaudited consolidated interim financial statements.

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

For the three-month periods ended May 31, 2015 and 2014

1. Reporting entity

Neptune Technologies & Bioressources Inc. (the "Corporation") is incorporated under the Business Corporations Act (Québec) (formerly Part 1A of the Companies Act (Québec)). The Corporation is domiciled in Canada and its registered office is located at 545 Promenade du Centropolis, Laval, Québec, H7T 0A3. The consolidated financial statements of the Corporation comprise the Corporation and its subsidiaries, Acasti Pharma Inc. ("Acasti") and NeuroBioPharm Inc. ("NeuroBioPharm") (collectively referred to as the "group"). The group focuses on the research, development and commercialization of products derived from marine biomasses for the nutraceutical and pharmaceutical industries.

Neptune is a biotechnology corporation engaged primarily in the development, manufacture and commercialization of marine-derived omega-3 polyunsaturated fatty acids ("PUFAs"). Neptune produces omega-3 PUFAs through its patented process of extracting oils from Antartic krill, which omega-3 PUFAs are then principally sold as bulk oil to Neptune’s distributors who commercialize them under their own private labels and brands primarily in North American, European and Australian nutraceutical markets. Neptune’s lead product, Neptune Krill Oil (NKO®), generally come in capsule form and serve as a dietary supplement to consumers.

Refer to note 2(d) for the basis of preparation of the financial statements.

2. Basis of preparation

(a)

Statement of compliance:

These consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB"), on a basis consistent with those accounting policies followed by the Corporation in the most recent audited consolidated annual financial statements. These consolidated interim financial statements have been prepared under IFRS in accordance with IAS 34, Interim Financial Reporting. Certain information, in particular the accompanying notes, normally included in the consolidated annual financial statements prepared in accordance with IFRS, has been omitted or condensed. Accordingly, the consolidated interim financial statements do not include all of the information required for full annual consolidated financial statements, and therefore, should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended February 28, 2015.

The consolidated interim financial statements were authorized for issue by the Board of Directors on July 13, 2015.

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

For the three-month periods ended May 31, 2015 and 2014

2. Basis of preparation (continued):

(b)

Basis of measurement:

The consolidated financial statements have been prepared on the historical cost basis except for the following:

Share-based compensation transactions which are measured pursuant to IFRS 2, share-based payment (note 11);

Available for sale financial assets which are measured at fair value; and

Derivative warrant liabilities which are measured at fair value.

(c)

Functional and presentation currency:

These consolidated interim financial statements are presented in Canadian dollars, which is the Corporation and its subsidiaries’ functional currency.

(d)

Use of estimates and judgements:

The preparation of consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates are based on management’s best knowledge of current events and actions that the Corporation may undertake in the future. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements include the following:

The use of the going concern basis of preparation of the financial statements. At each reporting period, management assesses the basis of preparation of the financial statements. These financial statements have been prepared on a going concern basis in accordance with IFRS. The going concern basis of presentation assumes that the Corporation will continue its operations for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business (see note 1);

Assessing the recognition of contingent liabilities, which required judgment in evaluating whether it is probable that economic benefits will be required to settle matters subject to litigation (see note 13);

Determining that the Corporation has de facto control over its subsidiary Acasti (note 9 (a));

Assessing the criteria for recognition of tax assets and investment tax credits.

Assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year include the following:

Measurement of derivative warrant liabilities (note 14) and stock-based compensation (note 11);

Collectability of trade receivables;

Valuation of inventories (note 4). The Corporation regularly reviews inventory quantities on hand and records a provision for those inventories no longer deemed to be fully recoverable. The cost of inventories may no longer be recoverable if those inventories have been subject to degradation, if costs of production exceed net realizable value or if their selling prices or forecasted product demand declines. If actual market conditions are less favourable than previously predicted, or if liquidation of the inventory no longer deemed to be fully recoverable is more difficult than anticipated, additional provisions may be required;

Estimating the recoverable amount of non-financial assets when an indication of impairment is identified.

Also, the Corporation uses its best estimate to determine which research and development (“R&D”) expenses qualify for R&D tax credits and in what amounts. The Corporation recognizes the tax credits once it has reasonable assurance that they will be realized. Recorded tax credits are subject to review and approval by tax authorities and therefore, could be different from the amounts recorded.

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

For the three-month periods ended May 31, 2015 and 2014

3. Significant accounting policies:

The accounting policies and basis of measurement applied in these consolidated interim financial statements are the same as those applied by the Corporation in its consolidated financial statements for the year ended February 28, 2015:

New standards and interpretations not yet adopted:

(i)

Financial instruments:

(ii)

Revenue:

4. Inventories:


	May 31,		February 28,
	2015		2015

Raw materials	$	8,046,669	$	8,678,517
Work in progress		2,056,351		3,420,838
Finished goods		3,338,896		671,727
Spare parts		622,242		612,066
	$	14,064,158	$	13,383,148

For the three-month period ended May 31, 2015, the cost of sales of $3,546,933 ($3,168,854 for the three-month period ended May 31, 2014) was comprised of inventory costs of $1,813,429 ($3,160,017 for the three-month period ended May 31, 2014) which consisted of raw materials, consumables and changes in work in progress and finished goods, and other unallocated production overheads of $1,733,504 ($8,837 of other costs for the three-month period ended May 31, 2014).

The carrying value of the inventories carried at net realizable value amounts to $2,468,274 as at May 31, 2015 ($6,115,763 as at February 28, 2015).

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

For the three-month periods ended May 31, 2015 and 2014

5. Property, plant and equipment:


			Building		Laboratory		Furniture
			and building		and plant		and office		Computer
	Land		components		equipment		equipment		equipment		Total

Net carrying amounts:
February 28, 2015	$	228,630	$	22,147,885	$	24,188,144	$	266,055	$	40,503	$	46,871,217
May 31, 2015		228,630		21,904,212		24,250,986		253,322		34,076		46,671,226

6. Other investment:

On October 22, 2014, the Corporation received 3,750,000 publicly traded common shares of BlueOcean Nutrascience Inc. ("BlueOcean"), a Canadian company, on the signing of an exclusive world-wide, royalty-bearing, non-transferable License Agreement ("License Agreement").

In April 2015, the Corporation acquired 1,120,000 of the publicly traded common shares of BlueOcean under a private placement transaction of BlueOcean at a subscription price of $0.10 per unit, for a total of $112,000 in cash. Each unit consists of one common share of BlueOcean and one-half of one common share purchase warrant. Each whole warrant is exercisable into one common share at a price of $0.15 in the first two years following the closing of the private placement transaction. The fair value of the investment has been recorded by the Corporation as Other investment. The investment is classified as available for sale financial instrument. Subsequent changes in the fair value of the investment are recorded through other comprehensive income or (loss).

7. Advance payments and deferred revenues:

In 2008, the Corporation received a first payment of €500,000 under the terms of a partnership agreement. The agreement foreseed the Corporation’s commitment of developing a clinical research program and the development of products incorporating Neptune Krill Oil - NKO® in a dietary matrix. An amount of 62.5% of the initial payment is refundable only if the parties fail to meet certain development milestones, prior to the release of the products on the market. The extent of any reimbursement obligations are currently being discussed between Neptune and the partner, but no agreement has been reached. In addition, during the year ended February 28, 2011, the Corporation received an amount of €100,000 which was conditional to the Corporation receiving the Novel Food status as well as meeting positive organoleptic results as defined in an amendment to the partnership agreement between the two parties. During the three-month period ended May 31, 2015, due to the confirmation of the end of the project, the Corporation recognized deferred revenues into income of $269,569, representing the non-refundable payments under this agreement. These revenues are included in “royalty revenues” in the consolidated statements of earnings and comprehensive loss. As at May 31, 2015, an amount of $565,331 is included in “advance payments and deferred revenues” in the consolidated statements of financial position related to this agreement (2015 - $847,316).

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

For the three-month periods ended May 31, 2015 and 2014

8. Capital and other components of equity:

(a)

Warrants:

The warrants of the Corporation are composed of the following as at May 31, 2015 and February 28, 2015:


			May 31,				February 28,
			2015				2015

	Number				Number
	outstanding				outstanding
	and exercisable		Amount		and exercisable		Amount

Warrants IQ financing (classified as equity) (i)		750,000	$	648,820		750,000	$	648,820
Neptune series 2011-1 warrants (classified as equity) (ii)		–		–		188,338		–
Neptune series 2011-2 warrants (classified as equity) (iii)		1,604		–		1,604		–
Neptune series 2011-3 warrants (classified as equity) (iv)		82,813		–		82,813		–
		834,417	$	648,820		1,022,755	$	648,820

(i)

During the year ended February 28, 2014, as part of the IQ secured loan of $12.5 million, the Corporation agreed to provide IQ with warrants to purchase 750,000 common shares of the Corporation. The warrants are exercisable at an exercise price of $3.37 until December 12, 2019.

(ii)

During the three-month period ended May 31, 2015, 33 Neptune series 2011-1 warrants were exercised for proceeds of $535. The other 188,305 Neptune series 2011-1 warrants expired as at April 12, 2015.

(iii)

Neptune series 2011-2 warrants allow the holder to purchase one Class A share for $10.11 per share until April 12, 2016.

(iv)

Neptune series 2011-3 warrants allow the holder to purchase one Class A share for $8.60 per share until April 12, 2016.

9. Non-controlling interests ("NCI"):

Changes in ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. The differences between the considerations received and the non-controlling interest adjustments are recognized in equity.

(a) Acasti:

Although the Corporation owns less than 50% of Acasti's shares and less than 50% of the voting power, management has determined that the Corporation controls the entity. Management concluded that the Corporation has control over Acasti on a de facto power basis, because, amongst other things, the remaining voting rights in Acasti are widely dispersed and there is no indication that all other shareholders exercise their votes collectively. As at May 31, 2015 and February 28, 2015, Neptune owned 47.61% and 47.68%, respectively (35.38% and 35.35% on a fully diluted basis, respectively), of Acasti shares and voting rights.

During the three-month period ended May 31, 2015, the Corporation’s participation in Acasti changed as follows:

(i)

Various holders of Acasti call-options exercised their right to purchase Class A shares of Acasti, resulting in the transfer of 75,000 Acasti shares from Neptune and cash proceeds in Neptune of $18,750. The impact of these call-options exercised on the non-controlling interest amounts to $23,413.

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

For the three-month periods ended May 31, 2015 and 2014

9. Non-controlling interests ("NCI") (continued):

(a)

Acasti (continued):

During the three-month period ended May 31, 2014, the Corporation’s participation in Acasti changed as follows:

(ii)

Various holders of Acasti options exercised their right to purchase Class A shares, resulting in the issuance of 200,000 shares by Acasti and cash proceeds in Acasti of $50,000. The impact of these options exercised on the non-controlling interest amounts to $57,559.

(b)

Subsidiary options, call-options and warrants:

Subsidiary options, call-options and warrants granted as share-based payments by the Corporation or it subsidiary Acasti:


			May 31,				February 28,
			2015				2015

	Number				Number
	outstanding		Amount		outstanding		Amount

Acasti Pharma Inc.
Stock options plan (note 11 (e))		4,213,750	$	3,927,414		4,296,250	$	3,913,047
Restrictive share units (note 11 (f))		181,000		426,516		184,000		361,007
Call-options (note 11 (g))		4,973,500		2,133,215		5,057,500		2,133,215
		9,368,250	$	6,487,145		9,537,750	$	6,407,269

Other subsidiary warrants outstanding that could impact non-controlling interest in the future:


			May 31,				February 28,
			2015				2015

	Number				Number
	outstanding		Amount		outstanding		Amount

Acasti Pharma Inc.
Series 8 - Public offering warrants 2014 liability classified
(592,500 held by Neptune)		18,400,000	$	628,107		18,400,000	$	2,281,508
Series 9 - Private placement warrants 2014		1,616,542		–		1,616,542		–
		20,016,542	$	628,107		20,016,542	$	2,281,508

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

For the three-month periods ended May 31, 2015 and 2014

10. Finance income and finance costs:

(a)

Finance income:


	Three-month		Three-month
	period ended		period ended
	May 31,		May 31,
	2015		2014

Interest income	$	33,517	$	36,364
Change in fair value of derivative warrant liability (note 14)		1,653,401		4,485,237
Finance income	$	1,686,918	$	4,521,601

(b)

Finance costs:


	Three-month			Three-month
	period ended			period ended
	May 31,			May 31,
	2015			2014

Interest charges and other finance costs	$	(330,924	)	$	(21,241	)
Foreign exchange loss		(136,695	)		(583,505	)
Finance costs	$	(467,619	)	$	(604,746	)

11. Share-based payment:

Description of the share-based payment arrangements:

At May 31, 2015, the Corporation had the following share-based payment arrangements:

Share-based payments on shares of the Corporation:

(a)

Corporation stock option plan:

The Corporation has established a stock option plan for directors, officers, employees and consultants. The exercise price of the stock options granted under the plan is not lower than the closing price of the common shares listed on the TSX on the eve of the grant. The terms and conditions for acquiring and exercising options are set by the Board of Directors, subject, among others, to the following limitations: the term of the options cannot exceed ten years and every stock option granted under the stock option plan will be subject to conditions no less restrictive than a minimum vesting period of 18 months and a gradual and equal acquisition of vesting rights at least on a quarterly basis. The Corporation’s stock-option plan allows the Corporation to issue a number of stock options not exceeding of 15% of the number of common shares issued and outstanding at the time of any grant. The total number of stock options issuable to a single holder cannot exceed 5% of the Corporation’s total issued and outstanding common shares at the time of the grant, with the maximum of 2% for any one consultant.

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

For the three-month periods ended May 31, 2015 and 2014

11. Share-based payment (continued):

(a)

Corporation stock option plan (continued):

The number and weighted average exercise prices of stock options are as follows:


	Weighted					Weighted
	average					average
	exercise		Number of			exercise		Number of
	price		options			price		options

Options outstanding at March 1, 2015 and 2014	$	3.10		8,045,818		$	3.14		8,052,918
Granted		–		–			2.88		20,000
Forfeited		1.80		(2,500	)		3.10		(6,250	)
Expired		3.45		(1,675,418	)		–		–
Options outstanding at May 31, 2015 and 2014	$	3.00		6,367,900		$	3.14		8,066,668

Exercisable options at May 31, 2015 and 2014	$	3.27		4,081,961		$	3.17		6,019,168

The fair value of options granted has been estimated according to the Black-Scholes option pricing model and based on the weighted average of the following assumptions for options granted to employees during the period ended:


	Three-month
	period ended
	May 31,
	2014

Exercise price	$	2.88
Share price	$	2.64
Dividend		–
Risk-free interest		1.11	%
Estimated life	2.51 years
Expected volatility		55.66	%

The weighted average fair value of the options granted to employees during the three-month period ended May 31, 2014 was $0.85 and no options were granted to non-employees.

Stock-based compensation recognized under this plan amounted to $285,327 for the three-month period ended May 31, 2015 (2014 - $252,109).

(b)

Corporation Restricted Share Unit (‘’RSUs’’):

The Corporation has established an equity incentive plan for employees, directors and consultants of the Corporation. The plan provides for the issuance of restricted share units, performance share units, restricted shares, deferred share units and other share-based awards, subject to restricted conditions as may be determined by the Board of Directors. Upon fulfillment of the restricted conditions, as the case may be, the plan provides for settlement of the awards outstanding through shares.

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

For the three-month periods ended May 31, 2015 and 2014

11. Share-based payment (continued):

(b)

Corporation Restricted Share Unit (‘’RSUs’’) (continued):

The Corporation’s issued and outstanding RSUs vest gradually overtime with an expiry date of no later than January 15, 2017, based on a specific rate, depending on each holder’s category. The fair value of the RSUs is determined to be the share price at the date of grant and is recognized as stock-based compensation, through contributed surplus, over the vesting period. The fair value of the RSUs granted during the year ended February 28, 2014 was $3.32 per unit.


	Number of RSU			Number of RSU
RSUs outstanding at March 1, 2015 and 2014		29,875			739,918
Forfeited		(3,000	)		–
RSUs outstanding at May 31, 2015 and 2014		26,875			739,918

Stock-based compensation recognized under this plan amounted to $7,074 for the three-month period ended May 31, 2015 (2014 - $543,028).

(c)

Corporation warrants:

As part of the NeuroBioPharm Plan of Arrangement for the acquisition by Neptune of all of the issued and outstanding shares of NeuroBioPharm in February 2015, the rights over NeuroBioPharm warrants and call-options were exchanged for Neptune warrants.

The number and weighted average exercise prices of warrants are as follows:

Weighted

average

exercise

Number of

exercise

Number of

price

warrants

price

warrants

Warrants outstanding and exercisable at March 1 and May 31, 2015 and 2014

13.76

395,931

–

(d)

Share-based payment transactions with a consultant:

During the year ended February 28, 2014, the Corporation entered into a fee agreement with a consultant for its services rendered up to January 31, 2014. As agreed, a portion of the fair value of the services received by the Corporation are settled in common shares. This transaction is within the scope of IFRS 2, Share-based payment. For the three-month period ended May 31, 2015 and 2014, no amount was presented in the share-based payment expense. During the three-month period ended May 31, 2014, the Corporation issued 100,723 shares to the consultant, as a payment of a part of the services rendered to the Corporation, for which an amount of $280,639 was reclassified from contributed surplus to share capital.

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

For the three-month periods ended May 31, 2015 and 2014

11. Share-based payment (continued):

Share-based payments on shares of the subsidiary Acasti:

(e)

Acasti stock option plan:

The subsidiary, Acasti, has established a stock option plan for directors, officers, employees and consultants. The plan provides for the granting of options to purchase Acasti Class A shares. The exercise price of the stock options granted under this plan is not lower than the closing price of the shares listed on the TSX Venture Exchange on the eve of the grant. Under this plan, the maximum number of options to be issued is 10% of the number of Acasti Class A shares issued and outstanding at the time of any grant. The terms and conditions for acquiring and exercising options are set by Acasti’s Board of Directors, subject, among others, to the following limitations: the term of the options cannot exceed ten years and every stock option granted under the stock option plan will be subject to conditions no less restrictive than a minimum vesting period of 18 months and a gradual and equal acquisition of vesting rights at least on a quarterly basis. The total number of shares issued to a single person cannot exceed 5% of Acasti’s total issued and outstanding shares, with a maximum of 2% for any one consultant.

The number and weighted average exercise prices of stock options are as follows:


	Weighted					Weighted
	average					average
	exercise		Number of			exercise		Number of
	price		options			price		options

Options outstanding at March 1, 2015 and 2014	$	1.53		4,296,250		$	1.57		4,911,000
Granted		–		–			1.50		10,000
Exercised		–		–			0.25		(200,000	)
Forfeited		1.23		(32,500	)		2.75		(6,250	)
Expired		2.10		(50,000	)		–		–
Options outstanding at May 31, 2015 and 2014	$	1.53		4,213,750		$	1.63		4,714,750

Options exercisable at May 31, 2015 and 2014	$	1.58		3,674,375		$	1.55		3,734,500


	Three-month
	period ended
	May 31,
	2014

Exercise price	$	1.50
Share price	$	1.07
Dividend		–
Risk-free interest		1.14	%
Estimated life	2.51 years
Expected volatility		56.67	%

The weighted average fair value of the options granted to employees during the three-month period ended May 31, 2014 was $0.27 and no options were granted to non-employees.

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

For the three-month periods ended May 31, 2015 and 2014

11. Share-based payment (continued):

(e)

Acasti stock option plan (continued):

The weighted average share price at the date of exercise for options exercised during the three-month period ended May 31, 2014 was $0.94.

Stock-based compensation recognized under this plan amounted to $59,367 for the three-month period ended May 31, 2015 (2014 - $504,201). The amount is included in the ‘’subsidiary warrants and options’’ of the equity attributable to non-controlling interest.

(f)

Acasti Restricted Share Unit (‘’RSUs’’):

Acasti has established an equity incentive plan for employees, directors and consultants of Acasti. The plan provides for the issuance of restricted share units, performance share units, restricted shares, deferred share units and other share-based awards, under restricted conditions as may be determined by the Board of Directors of Acasti. Upon fulfillment of the restricted conditions, as the case may be, the plan provides for settlement of the awards outstanding through shares.

Acasti’s issued RSUs vest gradually overtime with an expiry date of no later than January 15, 2017, based on a specific rate, depending on each holder’s category. The fair value of the RSUs is determined to be the share price at the date of grant and is recognized as stock-based compensation, through ‘’subsidiary warrants and options’’ of the equity attributable to non-controlling interest, over the vesting period. The fair value of the RSUs granted during the year ended February 28, 2014 was $2.89 per unit.


	Number of RSU			Number of RSU
RSUs outstanding at March 1, 2015 and 2014		184,000			775,001
Forfeited		(3,000	)		–
RSUs outstanding at May 31, 2015 and 2014		181,000			775,001

Stock-based compensation recognized under this plan amounted to $65,509 for the three-month period ended May 31, 2015 (2014 - $604,975). The amount is included in the ‘’subsidiary warrants and options’’ of the equity attributable to non-controlling interest.

(g)

Acasti call-options:

From time to time, the Corporation awarded incentive call-options over shares it owns in its subsidiary Acasti.

The number and weighted average exercise price of call-options on Acasti shares are as follows:


	Weighted					Weighted
	average					average
	exercise		Number of			exercise		Number of
	price		call-options			price		call-options

Call-options outstanding at March 1, 2015 and 2014	$	1.85		5,057,500		$	1.71		7,103,750
Exercised		0.25		(75,000	)	‒		‒
Forfeited		3.00		(9,000	)	‒		‒
Call-options outstanding at May 31, 2015 and 2014	$	1.87		4,973,500		$	1.71		7,103,750

Call-options exercisable at May 31, 2015 and 2014	$	1.84		4,823,500		$	1.12		4,734,414

Stock-based compensation recognized under the call-option plan amounted to nil for the three-month period ended May 31, 2015 (2014 - $237,875). The amount is included in the ‘’subsidiary warrants and options’’ of the equity attributable to non-controlling interest.

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

For the three-month periods ended May 31, 2015 and 2014

12. Income taxes:

During the three-month period ended May 31, 2014, the Corporation paid foreign income taxes on certain foreign revenue.

13. Commitments and contingencies:

(a)

Commitments:

(i)

Under the terms of an agreement entered into with a corporation controlled by Mr. Henri Harland, the Corporation is committed to pay royalties of 1% of its revenues in semi-annual instalments, for an unlimited period. For the three-month period ended May 31, 2015, total royalties included in operating expenses amounted to $32,935 (2014 - $54,962). As at May 31, 2015, the balance due to this corporation under this agreement amounts to $208,151 (February 28, 2015 - $175,216). This amount is presented in the consolidated statements of financial position under ''Trade and other payables''.

(ii)

The Corporation rents its premises pursuant to operating leases expiring at different dates from May 31, 2016 to September 30, 2022. Minimum lease payments for the next five years are $632,289 in 2016, $357,801 in 2017, $331,017 in 2018, $331,017 in 2019, $331,017 in 2020 and $772,373 thereafter. The Corporation also has other operating leases expiring at different dates from July 31, 2017 to July 13, 2020. Minimum lease payments under these other operating leases for the next five years are $8,919 in 2016, $8,919 in 2017, $7,677 in 2018, $7,429 in 2019 and $7,429 in 2020.

(iii)

As at May 31, 2015, the Corporation signed agreements amounting to $293,900 with various suppliers with respect to the plant. As at May 31, 2015, the Corporation also signed consulting agreements amounting to $200,000 with various consultants and research and development agreements amounting to $336,333 with various partners and suppliers for them to execute research and various projects.

(iv)

In the normal course of business, Acasti has signed agreements with various partners and suppliers for them to execute research projects and to produce and market certain products. Acasti initiated research and development projects that will be conducted over a 12 to 24-month period for a total initial cost of $13,030,485, of which an amount of $8,037,464 has been paid to date. As at May 31, 2015, an amount of $368,742 is included in “Trade and other payables” in relation to these projects.

(b)

Contingencies:

(i)

On May 29, 2014, the Corporation and its subsidiaries were served with a lawsuit from Mr. Henri Harland, former President and Chief Executive Officer of the Corporation and its subsidiaries who resigned from all his duties on April 25, 2014. Mr. Harland alleges in his complaint that he was forced to resign and is claiming inter alia, the acknowledgment of the relevant sections of his employment contract, the payment of a sum of approximately $8,500,000 and the issuance of 500,000 shares of each of Neptune, Acasti and NeuroBioPharm, as well as two blocks of 1,000,000 call-options each on the shares held by Neptune in Acasti and NeuroBioPharm in his name. Neptune and its subsidiaries believe the claim as formulated is without merit or cause. On December 11, 2014 Neptune, Acasti and NeuroBioPharm filed their defence and counterclaim alleging inter alia that Mr. Harland’s contract is null and void and that he is owed nothing following his resignation. Should the Court determine that the contract is nonetheless valid, the Corporation’s position, as stated in the defence and counterclaim, is that there was also enough evidence discovered after Mr. Harland’s resignation that would have justified a dismissal for cause and that again, nothing is owed to the plaintiff. No trial date has been set. All outstanding share-based payments held by Mr. Harland have been cancelled during the year ended February 28, 2015. As of the date of these consolidated financial statements, no agreement has been reached and no provision has been recognized in respect of this claim. Neptune and its subsidiaries also filed an additional claim to recover certain amounts from Mr. Harland.

(ii)

On December 15, 2014, Neptune was served with eleven (11) notices of offence issued by the Director of Penal and Criminal Prosecutions (Quebec) in connection with violations to the Quebec Environment Quality Act (CQLR, c. Q-2) for fines totaling approximately $360,000. These alleged offenses are linked to the incident of November 8, 2012 and subject to challenge. On January 13, 2015, Neptune entered a plea of “not guilty” on 10 of the 11 notices and entered a plea of “guilty but contesting the amount of the fine” on 1 of the 11 notices. No trial date has been set. An amount of approximately $16,000 has been recognized in respect of this claim and is included in “trade and other payables” in the consolidated statements of financial position.

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

For the three-month periods ended May 31, 2015 and 2014

13. Commitment and contingencies (continued):

(b)

Contingencies (continued):

(iii)

During the year ended February 28, 2015, the Corporation recorded a bad debt expense of $1,838,000 (2014 – $2,193,000) related to one significant customer, for which total trade receivable due at February 28, 2015 of $4,590,000 is now fully provided for (2014 – $4,365,000). In order to recover the money owed to it, Neptune initiated arbitration against this customer in August 2014 in which it claimed the sum of approximately US$3.7 million. In response, the customer asserted in its counterclaim that Neptune owes them at least US$40 million in damages. Neptune intends to pursue its claim and adamantly dispute this customer’s counterclaim which management believes to be frivolous. No hearing dates have been set.

(iv)

14. Determination of fair values:

Certain of the Corporation’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods.

Financial and non-financial assets and liabilities:

In establishing fair value, the Corporation uses a fair value hierarchy based on levels as defined below:

Level 1: defined as observable inputs such as quoted prices in active markets.

Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable.

Level 3: defined as inputs that are based on little or no little observable market data, therefore requiring entities to develop their own assumptions.

The Corporation has determined that the carrying values of its short-term financial assets and liabilities approximate their fair value given the short-term nature of these instruments.

The fair value of the loans and borrowings comprising: the finance lease liabilities, the secured loan and the refundable contribution obtained under a federal program is determined by discounting future cash flows using a rate that the Corporation could obtain for loans with similar terms, conditions and maturity dates. The fair value of these loans approximates the carrying amounts and was measured using level 3 inputs.

Other investment:

The Corporation measured its investment in BlueOcean at fair value on a recurring basis with changes in fair value recorded in other comprehensive income or (loss). This investment was measured using a level 1 input.

The fair value of the investment in BlueOcean was determined to be $0.17 per share as at May 31, 2015. The change in fair value amounted to a gain of $461,360 for the three-month period ended May 31, 2015 and is accounted for through other comprehensive income or (loss).

Derivative warrant liabilities:

The Corporation measured its derivative warrant liabilities at fair value on a recurring basis. These financial liabilities were measured using a level 3 input.

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

For the three-month periods ended May 31, 2015 and 2014

14. Determination of fair values (continued):

The fair value of Acasti’s public offering warrants 2014 was estimated according to the Black-Scholes option pricing model and based on the following assumptions:


	May 31, 2015			February 28, 2015

Exercise price		US$1.50			US$1.50
Share price		$0.33			$0.55
Dividend		–		‒
Risk-free interest		1.08	%		1.20	%
Estimated life	3.51 years			3.76 years
Expected volatility		61.28	%		62.94	%

The fair value of the warrants issued was determined to be $0.04 per warrant as at May 31, 2015 ($0.13 per warrant as at February 28, 2015). The change in fair value amounted to a gain of $1,653,401 for the three-month period ended May 31, 2015 and is accounted for in finance income (2014 – gain of $4,485,237 in finance income).

The effect of an increase or a decrease of 5% the volatility used, which is the significant unobservable input in the fair value estimate, would result in a loss of $189,976 or a gain of $170,450 respectively.

The reconciliation of changes in level 3 fair value measurements of financial liabilities is presented in the following table:


	May 31,			February 28,
	2015			2015

Opening balance at March 1, 2015 and 2014	$	2,281,508		$	10,821,413
Change in fair value gain recognized in finance income		(1,653,401	)		(8,539,905	)
Closing balance at May 31, 2015 and February 28, 2015	$	628,107		$	2,281,508

Share-based payment transactions:

The fair value of the share-based payment transactions is measured based on the Black-Scholes valuation model. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility), weighted average expected life of the instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the transactions, if any, are not taken into account in determining fair value.

15. Operating segments:

The Corporation has three reportable segments structured in legal entities, as described below, which are the Corporation’s strategic business units. The strategic business units offer different products and services, and are managed separately because they require different technology and marketing strategies. For each of the strategic business units, the Corporation’s CEO reviews internal management reports on at least a quarterly basis. The following summary describes the operations in each of the Corporation’s reportable segments:

Neptune produces and commercializes nutraceutical products.

Acasti Pharma Inc. develops and commercializes medical food and pharmaceutical products for cardiovascular diseases.

NeuroBioPharm Inc. develops medical food and pharmaceutical products for neurological diseases.

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

For the three-month periods ended May 31, 2015 and 2014

15. Operating segments (continued):

Information regarding the results of each reportable segment is included below. Performance is measured based on segment (loss) profit before income tax, as included in the internal management reports that are reviewed by the Corporation’s CEO. Segment profit (loss) is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. Transfer pricing is based on predetermined rates accepted by all parties involved.

Information about reportable segments:

Three-month period ended May 31, 2015:


										Intersegment
	Nutraceutical			Cardiovascular			Neurological			eliminations			Total


Revenue from external sales and royalties	$	2,699,384		$	5,154		$	–		$	–		$	2,704,538
Revenue from internal sales, internal research contracts or royalties		594,136			–			–			(594,136	)		–
Depreciation and amortization		(592,332	)		(587,844	)		(81,325	)		662,032			(599,469	)
Stock-based compensation		(341,644	)		(75,633	)		–			–			(417,277	)
Finance income		25,296			1,729,747			–			(68,125	)		1,686,918
Finance costs		(381,207	)		(86,412	)		(13,125	)		13,125			(467,619	)
Reportable segment loss before tax		(4,158,711	)		(965,746	)		(448,308	)		607,032			(4,965,733	)
Reportable segment assets		130,647,851			35,158,095			3,209,337			(76,014,134	)		93,001,149
Reportable segment liabilities		22,615,259			2,819,889			7,262,595			(8,231,924	)		24,465,819

Three-month period ended May 31, 2014:


										Intersegment
	Nutraceutical			Cardiovascular			Neurological			eliminations			Total

Revenue from external sales and royalties	$	3,635,411		$	56,073		$	–		$	–		$	3,691,484
Revenue from internal sales, internal research contracts or royalties		226,849			–			–			(226,849	)		–
Other income from royalty settlement		1,633,950			–			–			–			1,633,950
Depreciation and amortization		(104,741	)		(582,380	)		(81,325	)		662,032			(106,414	)
Stock-based compensation		(1,176,145	)		(693,812	)		(291,910	)		–			(2,161,867	)
Finance income		21,419			4,662,558			–			(162,376	)		4,521,601
Finance costs		(269,389	)		(335,357	)		(13,125	)		13,125			(604,746	)
Reportable segment loss before tax		(5,067,630	)		1,356,422			(924,936	)		512,781			(4,123,363	)
Reportable segment assets		139,976,732			43,824,081			3,683,856			(59,984,067	)		127,500,602
Reportable segment liabilities		24,987,333			8,444,347			21,544,799			(21,912,159	)		33,064,320

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

For the three-month periods ended May 31, 2015 and 2014

15. Operating segments (continued):

Differences between the sums of all segments and consolidated balances are explained primarily by the cardiovascular and neurological segments operating under licenses issued by the nutraceutical segment, the ultimate owner of the original intellectual property used in pharmaceutical applications. The intangible license assets of the pharmaceutical segments, their amortization charges and royalties are eliminated upon consolidation. Intersegment investments and balances payable or receivable explain further eliminations to reportable segment assets and liabilities.

The nutraceutical segment is the primary obligor of corporate expenses of the group. All material corporate expenses, except financing costs and certain common office expenses, are allocated to each reportable segment in a fraction that is commensurate to the estimated fraction of services or benefits received by each segment. These charges may not represent the cost that the segments would otherwise need to incur, should they not receive these services or benefits through the shared resources of the group or receive financing from the nutraceutical segment.

16. Related parties:

Transaction with key management personnel:

For the three-month period ended May 31, 2015, a corporation controlled by the Chairman of the Board of Directors rendered consulting services amounted to $10,000 (nil in 2014). As at May 31, 2015, the balance due to this corporation amounts to nil ($50,000 as at February 28, 2015). This amount was presented in the consolidated statements of financial position under “trade and other payables”. These consulting services will stop when a CFO will be appointed.

Key management personnel compensation:

The key management personnel of the Corporation are the members of the Board of Directors and certain officers. They control 2% of the voting shares of the Corporation.

Key management personnel compensation includes the following for the three-month periods ended May 31, 2015 and 2014:


	2015		2014

Short-term benefits	$	306,118	$	569,727
Severance		393,000		259,615
Share-based compensation costs		308,512		1,734,715
	$	1,007,630	$	2,564,057

17. Subsequent events:

(a)

In June 2015, the Corporation received insurance recoveries relating to the 2012 plant explosion of approximately $724,000.

(b)

Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Jim Hamilton, Chief Executive Officer of Neptune Technologies & Bioressources Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Neptune Technologies & Bioressources Inc. (the “issuer”) for the interim period ended May 31st, 2015.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings (c. V-1.1, r.27), for the issuer.

5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings.

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the COSO (Committee of Sponsoring Organizations in the Treadway Commission) Internal Controls – Integrated Framework.

5.2 – N/A

5.3 – N/A

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on March 1st, 2015 and ended on May 31st, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: July 13th, 2015

/s/ Jim Hamilton

Jim Hamilton

Chief Executive Officer

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Jim Hamilton, a person who performs similar functions as a Chief Financial Officer (“CFO”) of Neptune Technologies & Bioressources Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Neptune Technologies & Bioressources Inc. (the “issuer”) for the interim period ended May 31st, 2015.

5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings.

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1

5.2 – N/A

5.3 – N/A

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on March 1st, 2015 and ended on May 31st, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.