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: October 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: October 14, 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 and Six-Month Periods Ended August 31, 2015 and 2014
99.2	Neptune Consolidated Interim Financial Statements for the Three-Month and Six-Month Periods Ended August 31, 2015 and 2014
99.3	CEO Certification – 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 AND SIX-MONTH PERIODS ENDED AUGUST 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 and six-month periods ended August 31, 2015 and 2014. This MD&A should be read in conjunction with our consolidated interim financial statements for the three-month and six-month periods ended August 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 and six-month periods ended August 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 October 14, 2015. Disclosure contained in this document is current to that date, unless otherwise noted. Note that there have been no significant changes with regards to the “Off Balance Sheet Arrangements and Contractual Obligations”, “Contingencies”, “Critical Accounting Policies and Estimates”, “Use of Estimates and Judgment”, “Change in Accounting Policies and Future Accounting Changes”, “Financial Instruments” and “Risks and Uncertainties” to those outlined in the Corporation’s 2015 annual MD&A as filed with securities regulatory authorities on May 27, 2015. As such, they are not repeated herein. The information in this MD&A is current as of October 14, 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

Statements in this MD&A that are not statements of historical or current fact constitute “forward-looking statements” within the meaning of the U.S. securities laws and Canadian securities laws. Such forward-looking statements involve known and unknown risks, uncertainties, and other unknown factors that could cause the actual results of Neptune to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms "believes," "belief," "expects," "intends," "anticipates," "will," or "plans" to be uncertain and forward-looking. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.

management discussion and analysis of the financial situation and operating results

The forward-looking statements contained in this MD&A are expressly qualified in their entirety by this cautionary statement and the “Cautionary Note Regarding Forward-Looking Information” section contained in Neptune’s latest Annual Information Form (the “AIF”), which also forms part of Neptune’s latest annual report on Form 40-F, and which is available on SEDAR at www.sedar.com, on EDGAR at www.sec.gov/edgar.shtml and on the investor section of Neptune’s website at www.neptunebiotech.com. All forward-looking statements in this MD&A are made as of the date of this MD&A. Neptune does not undertake to update any such forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in Neptune public securities filings with the Securities and Exchange Commission and the Canadian securities commissions. Additional information about these assumptions and risks and uncertainties is contained in the AIF under “Risk Factors”.

Caution Regarding Non-IFRS Financial Measures

The Corporation uses adjusted financial measures, including Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization), to assess its operating performance. These non-IFRS financial measures are directly derived from the Company’s financial statements and are presented in a consistent manner. The Company uses these measures for the purposes of evaluating its historical and prospective financial performance, as well as its performance relative to competitors. These measures also help the Company to plan and forecast for future periods as well as to make operational and strategic decisions. The Company believes that providing this information to investors, in addition to IFRS measures, allows them to see the Company’s results through the eyes of management, and to better understand its historical and future financial 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 financial condition and operating results. Neptune’s method for calculating adjusted EBITDA may differ from that used by other corporations.

Neptune obtains its Consolidated Adjusted EBITDA measurement by adding to net loss, finance costs, depreciation and amortization and income taxes and by subtracting finance income. Other items such as insurance recoveries from plant explosion that do not impact core operating performance of the Corporation are excluded from the calculation as they may vary significantly from one period to another. Finance income/costs include foreign exchange gain (loss) and change in fair value of derivatives. Neptune also excludes the effects of certain non-monetary transactions recorded, such as stock-based compensation, from its Adjusted EBITDA calculation.The Corporation believes it is useful to exclude this item as it is a non-cash expense. Excluding this item does not imply it is necessarily nonrecurring.

A reconciliation of net loss to Adjusted EBITDA is presented later in this document.

BUSINESS OVERVIEW

Production Facility Operations

All viscosity and production concerns at Neptune’s Sherbrooke plant are successfully resolved and the effective capacity now surpasses the original 150 metric ton annual target. Product specifications and material handling characteristics are fully in-line with both customers and Neptune’s expectations. Neptune is increasing its sales efforts to ensure customer demand matches plant output going forward.

management discussion and analysis of the financial situation and operating results

Productivity Initiatives Generating Results

Project Turbo, a company-wide initiative introduced to drive efficiencies and heighten operating performance, is well underway. Amongst other things, Neptune is focusing on optimizing business processes and reducing general and administrative expenditures. As Neptune drives productivity efficiencies throughout the business, it should result in a strengthening of the financial results going forward.

Direct to Consumer (DTC) Initiative Launched in Canada

Neptune recently launched a DTC initiative in Canada, with the introduction of OCEANO^3TM, a new product containing our premier krill oil, NKO^®. OCEANO^3TM is available exclusively online and is also being offered to our business to business (B2B) customers looking for a turnkey solution. This e-commerce solution is consistent with Neptune’s strategy to move up the value chain and get closer to the consumer through value added solutions. It also allows Neptune to effectively open up a window into consumer buying behaviours, without disrupting Neptune’s B2B customers.

Human Resources

Neptune, along with Acasti, currently employs 119 employees.

On April 29, 2015, Neptune announced the departure of Mr. André Godin as Chief Financial Officer of the Corporation. On August 5, 2015, Neptune and Acasti announced the appointment of Mario Paradis as Chief Financial Officer, starting August 24, 2015.

On August 28, 2015, the parties reached an agreement on the composition of the bargaining unit limited to the production employees (approximately 20-25 employees). The certification 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 July 10, 2015, Neptune announced that the PTAB of the USPTO had 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.

On September 9, 2015, Aker and Enzymotec appealed the PTAB’s decision of March 23, 2015. Once the appeal is docketed by the US Federal Court of Appeals, the parties will have 60 days to file their Opening Briefs with the Court. Neptune has also filed a notice of appeal. No trial date has been set.

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 judgment 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. On September 15, 2015, Aker filed its Answer and Counterclaim. Neptune intends to reply to Aker’s counterclaim. No trial date has been set.

management discussion and analysis of the financial situation and operating results

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 and this re-examination is now completed. On July 28, 2015, Enzymotec filed a second request for re-examination against the same patent, which was rejected in whole by the Australian patent office in early September 2015, confirming again the validity of Neptune’s Australian composition patent AU 2002322233. Enzymotec therefore has to pay, under the terms of the settlement agreement, royalties to Neptune on sales in Australia since April 27, 2014. No such royalty amount has been recognized in the Neptune’s financial statements of the three-month and six-month periods ended August 31, 2015. Neptune is working on recovering the royalties owed from Enzymotec.

ABOUT THE SUBSIDIARIES

Acasti Pharma Inc.

The Food and Drug Administration (FDA) has provided Acasti with guidance and recommendations regarding next steps in the clinical development of CaPre®. Acasti is incorporating these comments into its development plan to be better aligned with current FDA views on CaPre® and to ensure it is well positioned to move towards regulatory approval. Working with several leading experts in pharmaceutical drug development, Acasti is also considering different alternatives to optimize its development plan for CaPre®. Acasti will continue discussions with the FDA and upon approval will move forward with its trials.

Acasti intends to pursue CaPre® regulatory pathway under section 505(b)(2) of the Federal Food, Drug, and Cosmetic Act and plans to conduct a pivotal bioavailability bridging study, comparing CaPre® to an omega-3 prescription drug. The 505(b)(2) approval pathway has been used by many other companies and Acasti’s regulatory and clinical experts believe such a strategy is best for CaPre®. This should allow Acasti to further optimize the advancement of CaPre®, including the Phase 3 protocol design, while most importantly benefiting from the substantial clinical and nonclinical data already available with another FDA-approved omega-3 prescription drug. In addition, this should reduce the expected expenses and streamline the overall CaPre® development program required to support a New Drug Application (NDA) submission.

FDA discussions are still ongoing and Acasti has prepared a comprehensive development plan to be reviewed with them. Execution of the plan will be contingent on FDA comments. As such, Acasti has not finalized its definitive Phase 3 program and overall costs and timelines are still contingent on FDA direction. However, based on preliminary discussions with them, along with Acasti’s intent to do a pivotal bioavailability bridging study, Acasti believes that a Phase 3 trial could be initiated in the next 18 months.

Acasti still intends to conduct a phase 3 clinical trial in the United States, with potentially a few Canadian clinical trial sites, in a patient population with very high triglycerides level (>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 3 clinical trial. An SPA is a declaration from the FDA that the Phase 3 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 3 clinical trial.

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

NeuroBioPharm Inc.

Following the Plan of Arrangement providing for the acquisition by Neptune of all of the issued and outstanding shares of NeuroBio on February 20, 2015, the corporation became a non-operating entity.

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 and six-month periods ended August 31, 2015 and 2014. The information has been derived from the unaudited consolidated interim financial statements for the three-month and six-month periods ended August 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 periods ended August 31,						Six-month periods ended August 31,
	2015 (Unaudited)			2014 (Unaudited)			2015 (Unaudited)			2014 (Unaudited)
		$			$			$			$
Total revenues		4,378			2,623			7,082			6,314
Adjusted EBITDA¹		(3,104	)		(12,875	)		(8,272	)		(18,647	)
Net loss		(2,557	)		(14,848	)		(7,523	)		(19,217	)
Net loss attributable to equity holders
of the Corporation		(1,875	)		(12,725	)		(6,309	)		(17,408	)
Basic and diluted loss per share		(0.02	)		(0.17	)		(0.08	)		(0.24	)

Total assets		88,886			117,929			88,886			117,929
Working capital²		31,402			55,116			31,402			55,116
Total equity		66,185			81,929			66,185			81,929
Non-current financial liabilities		13,332			14,354			13,332			14,354

Key ratios (% of total revenues):
Gross margin		16	%		(150	%)		(2	%)		(54	%)
Selling expenses		12	%		30	%		18	%		25	%
General and administrative expenses		60	%		244	%		77	%		217	%
Research and development expenses		38	%		127	%		49	%		85	%
Adjusted EBITDA		(71	%)		(491	%)		(117	%)		(295	%)

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)

(Expressed in thousands of dollars)

	Three-month periods						Six-month periods
	ended August 31,						ended August 31,
	2015			2014			2015			2014
	$			$			$			$
Net loss		(2,557	)		(14,848	)		(7,523	)		(19,217	)
Add (deduct):
Depreciation and amortization		612			430			1,212			536
Finance costs		394			482			725			779
Finance income		(1,255	)		(53	)		(2,805	)		(4,266	)
Stock-based compensation		426			1,114			843			3,276
Insurance recoveries		(724	)		-			(724	)		-
Income taxes		-			-			-			245
Adjusted EBITDA		(3,104	)		(12,875	)		(8,272	)		(18,647	)

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 segment conducts research activities and has incurred losses since inception. Quarterly data are presented below.

	August 31,			May 31,			February 28,			November 30,
	2015			2015			2015			2014
	$			$			$			$
Total Revenues		4,378			2,704			4,021			4,735
Adjusted EBITDA¹		(3,104	)		(5,168	)		(9,964	)		(4,315	)
Net loss		(2,557	)		(4,966	)		(10,679	)		74
Net loss attributable to equity holders of the Corporation		(1,875	)		(4,434	)		(9,220	)		(1,333	)
Basic and diluted loss per share		(0.02	)		(0.06	)		(0.12	)		(0.02	)

	August 31,			May 31,			February 28,			November 30,
	2014			2014			2014			2013
	$			$			$			$
Total Revenues		2,623			3,691			3,665			4,395
Adjusted EBITDA¹		(12,875	)		(5,772	)		(2,711	)		(6,362	)
Net loss		(14,848	)		(4,368	)		(1,327	)		(10,443	)
Net loss attributable to equity holders of the Corporation		(12,725	)		(4,683	)		192			(8,797	)
Basic and diluted loss per share		(0.17	)		(0.06	)		0.00			(0.14	)

management discussion and analysis of the financial situation and operating results

The net loss of the quarter ended August 31, 2015 includes unallocated production overheads due to lower than expected level of production of $441, inventory write-down of $945 and reversal of write-down on inventory of $1,406. The net loss of the quarter ended May 31, 2015 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.

The net loss of the quarter ended February 28, 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, a bad debt expense of $592 and a loss resulting from the change in fair value of the derivative warrant liability of $681. The net loss of the quarter ended November 30, 2014 was comprised of a gain resulting from the change in fair value of the derivative warrant liability of $5,043. The net loss of the quarter ended August 31, 2014 includes incremental costs due to plant ramp-up of $2,658, inventory write-down of $2,063, a loss resulting from the change in fair value of the derivative warrant liability of $308 and a bad debt expense of $1,246 related to one significant customer. The net loss of the quarter ended May 31, 2014 was comprised of a gain resulting from the change in fair value of the derivative warrant liability of $4,485 and also of other income from royalty settlement of $1,634.

The net loss of the quarter ended February 28, 2014 includes insurance recoveries of $5,594 and costs related to the plant explosion of $899. The net loss of the quarter ended November 30, 2013 includes insurance recoveries of $261 and costs related to the plant explosion of $449.

SEGMENT DISCLOSURES

Following the Plan of Arrangement providing for the acquisition by Neptune of all the issued and outstanding shares of NeuroBio on February 20, 2015, NeuroBio became a non-operating entity and the Corporation has therefore two reportable operating segments: the first involves the production and commercialization of nutraceutical products (Neptune) and the second is the development and commercialization of medical food and pharmaceutical products for cardiovascular diseases (Acasti).

For the three-month and six-month periods ended August 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).

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.

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.

management discussion and analysis of the financial situation and operating results

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 August 31, 2015

(Expressed in thousands of dollars)

	Nutraceutical			Cardiovascular			Total
	$			$			$
Total revenues		4,371			7			4,378
Adjusted EBITDA		(1,620	)		(1,484	)		(3,104	)
Net loss		(1,897	)		(660	)		(2,557	)
Total assets		71,974			16,912			88,886
Working capital		16,115			15,287			31,402


Adjusted EBITDA calculation
Net loss		(1,897	)		(660	)		(2,557	)
add (deduct):
Depreciation and amortization		598			14			612
Finance costs		393	⁴		1			394	⁴
Finance income		(335	)¹		(920	)²		(1,255	)³
Stock-based compensation		345			81			426
Insurance recoveries		(724	)		-			(724	)
Adjusted EBITDA		(1,620	)		(1,484	)		(3,104	)

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

²Including change in fair value of derivatives of ($24).

³Including change in fair value of derivatives of ($23).

⁴Including change in fair value of derivatives of $59.

Three-month period ended August 31, 2014

(Expressed in thousands of dollars)

	Nutraceutical			Cardiovascular			Neurological			Total
	$			$			$			$
Total revenues		2,615			8			-			2,623
Adjusted EBITDA		(10,132	)		(2,446	)		(297	)		(12,875	)
Net loss		(11,356	)		(3,129	)		(363	)		(14,848	)
Total assets		94,129			22,859			941			117,929
Working capital		33,163			21,129			824			55,116

Adjusted EBITDA calculation
Net loss		(11,356	)		(3,129	)		(363	)		(14,848	)
add (deduct):
Depreciation and amortization		425			5			-			430
Finance costs		199	¹		283	²		-			482	³
Finance income		(27	)		(26	)		-			(53	)
Share-based compensation		627			421			66			1,114
Adjusted EBITDA		(10,132	)		(2,446	)		(297	)		(12,875	)

¹Including change in fair value of derivatives of ($10).

²Including change in fair value of derivatives of $318.

³Including change in fair value of derivatives of $308.

management discussion and analysis of the financial situation and operating results

Six-month period ended August 31, 2015

(Expressed in thousands of dollars)

	Nutraceutical			Cardiovascular			Total
	$			$			$
Total revenues		7,070			12			7,082
Adjusted EBITDA		(4,928	)		(3,344	)		(8,272	)
Net loss		(6,564	)		(959	)		(7,523	)
Total assets		71,974			16,912			88,886
Working capital		16,115			15,287			31,402


Adjusted EBITDA calculation
Net loss		(6,564	)		(959	)		(7,523	)
add (deduct):
Depreciation and amortization		1,191			21			1,212
Finance costs		723	⁴		2			725	⁴
Finance income		(240	)¹		(2,565	)²		(2,805	)³
Stock-based compensation		686			157			843
Insurance recoveries		(724	)		-			(724	)
Adjusted EBITDA		(4,928	)		(3,344	)		(8,272	)

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

²Including change in fair value of derivatives of ($1,732).

³Including change in fair value of derivatives of ($1,676).

⁴Including change in fair value of derivatives of $59.

Six-month period ended August 31, 2014

(Expressed in thousands of dollars)

	Nutraceutical			Cardiovascular			Neurological			Total
	$			$			$			$
Total revenues		6,250			64			-			6,314
Adjusted EBITDA		(13,897	)		(4,141	)		(609	)		(18,647	)
Net loss		(17,058	)		(1,192	)		(967	)		(19,217	)
Total assets		94,129			22,859			941			117,929
Working capital		33,163			21,129			824			55,116

Adjusted EBITDA calculation
Net loss		(17,058	)		(1,192	)		(967	)		(19,217	)
add (deduct):
Depreciation and amortization		530			6			-			536
Finance costs		478			301			-			779
Finance income		105	¹		(4,371	)²		-			(4,266	)³
Share-based compensation		1,803			1,115			358			3,276
Income taxes		245			-			-			245
Adjusted EBITDA		(13,897	)		(4,141	)		(609	)		(18,647	)

¹Including change in fair value of derivatives of $139.

²Including change in fair value of derivatives of $(4,316).

³Including change in fair value of derivatives of $(4,177).

management discussion and analysis of the financial situation and operating results

OPERATING RESULTS

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

Revenues

Total revenues for the three-month period ended August 31, 2015 amounted to $4,378, representing an increase of 67% compared to $2,623 for the three-month period ended August 31, 2014. Total revenues for the six-month period ended August 31, 2015 amounted to $7,082, representing an increase of 12% compared to $6,314 for the six-month period ended August 31, 2014. Revenues from sales for the three-month and six-month periods ended August 31, 2015 were largely generated from sales of NKO^®. Revenues from sales for the three-month and six-month periods ended August 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 six-month period ended August 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.

Gross margin for the three-month period ended August 31, 2015 amounted to $695 compared to ($3,921) for the same period in 2014. Gross margin for the six-month period ended August 31, 2015 amounted to ($147) compared to ($3,399) for the same period in 2014. The increase in gross margin for the three-month period ended August 31, 2015 compared to last year's corresponding period was primarily due to the plant ramp-up costs that occurred in the three-month period ended August 31, 2014 for $2,658 compared to unallocated production overheads due to lower than expected level of production of $441 for the three-month period ended August 31, 2015. The increase in gross margin is also attributable to the reversal of write-down on inventory of $1,406 offset by an inventory write-down of $945 for the three-month period ended August 31, 2015 compared to an inventory write-down of $2,063 for the last year’s corresponding period.

The increase in gross margin for the six-month period ended August 31, 2015 compared to last year's corresponding period was primarily due to the plant ramp-up costs that occurred in the six-month period ended August 31, 2014 for $2,658 compared to unallocated production overheads due to lower than expected level of production of $2,174 for the six-month period ended August 31, 2015. The increase in gross margin is also attributable to the reversal of write-down on inventory of $1,406 offset by an inventory write-down of $945 for the six-month period ended August 31, 2015 compared to an inventory write-down of $2,063 for the last year’s corresponding period.

Other income

An amount of $724 was recognized during the three-month and six-month periods ended August 31, 2015 for insurance recoveries related to the 2012 plant explosion.

An amount of $1,634 was recognized during the six-month period ended August 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 amounted to $526 in the three-month period ended August 31, 2015 compared to $774 for the corresponding period in 2014. Selling expenses amounted to $1,246 in the six-month period ended August 31, 2015 compared to $1,596 for the corresponding period in 2014.

The decrease in selling expenses for the three-month period ended August 31, 2015 is mostly attributable to a decrease in marketing expenses of $225 related to a special event that occurred last year. The decrease in selling expenses for the six-month period ended August 31, 2015 is mostly attributable to a decrease in marketing expenses of $278 as mentioned above.

management discussion and analysis of the financial situation and operating results

General and Administrative (G&A) Expenses

G&A expenses amounted to $2,638 in the three-month period ended August 31, 2015 compared to $6,404 for the corresponding period in 2014, a decrease of $3,766 compared to the corresponding period in 2014. G&A expenses amounted to $5,461 in the six-month period ended August 31, 2015 compared to $13,714 for the corresponding period in 2014, a decrease of $8,253 compared to the corresponding period in 2014.

The decrease of $3,766 in the three-month period ended August 31, 2015 compared to last year's corresponding quarter is mainly attributable to a decrease in salaries and benefits of $605, a decrease in stock-based compensation expense of $545, a decrease in professional and legal fees of $823 incurred in defending the Corporation’s patents, a decrease in training costs of $258 incurred for new employees before the restart of the plant in 2014 and a decrease in bad debt expenses of $1,300 recognized in 2014 related to one significant customer of the Corporation. The decrease is also attributable to the reallocation of plant expenses that are now recorded in the cost of sales. As the plant was not re-opened at that time, storage costs of $349 were included in general and administration expenses for the three-month period ended August 31, 2014.

The decrease of $8,253 in the six-month period ended August 31, 2015 compared to last year's corresponding quarter is mainly attributable to a decrease in salaries and benefits of $1,505, a decrease in stock-based compensation expense of $2,013, a decrease in professional and legal fees of $1,125 incurred in defending the Corporation’s patents, a decrease in training costs of $691 incurred for new employees before the restart of the plant in 2014 and a decrease in bad debt expenses of $1,787 recognized in 2014 related to one significant customer of the Corporation. The decrease is also attributable to the reallocation of plant expenses that are now recorded in the cost of sales. As the plant was not re-opened at that time, storage costs of $826 and other expenses related to the plant of $252 were included in general and administration expenses for the six-month period ended August 31, 2014.

Research and Development (R&D) Expenses

R&D expenses amounted to $1,673 in the three-month period ended August 31, 2015 compared to $3,318 for the corresponding period in 2014, a decrease of $1,645 compared to the same period in 2014. R&D expenses amounted to $3,473 in the six-month period ended August 31, 2015 compared to $5,384 for the corresponding period in 2014, a decrease of $1,911 compared to the corresponding period in 2014.

The decrease of $1,645 in the three-month period ended August 31, 2015 is mainly attributable to a decrease in stock-based compensation expense of $122, a decrease in R&D expenses in the cardiovascular segment for an amount of $637, a decrease in patent maintenance fees of $437 due to cyclical aspect of patent enforcement activities and a decrease in impairment loss related to intangible assets of $167. The decrease of $1,911 in the six-month period ended August 31, 2015 is mainly attributable to a decrease in stock-based compensation expense of $362, a decrease in R&D expenses in the cardiovascular segment for an amount of $425, a decrease in patent maintenance fees of $355 due to cyclical aspect of patent enforcement activities and a decrease in impairment loss related to intangible assets of $167.

Finance Income

Finance income amounted to $1,255 in the three-month period ended August 31, 2015 compared to $53 for the corresponding period in 2014, representing an increase of $1,202. Finance income amounted to $2,805 in the six-month period ended August 31, 2015 compared to $4,266 for the corresponding period in 2014, representing a decrease of $1,461.

The increase of $1,202 in the three-month period ended August 31, 2015 is mainly attributable to the foreign exchange gain of $1,223 recorded in the three-month period ended August 31, 2015. The decrease of $1,461 in the six-month period ended August 31, 2015 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 gain of $1,676 was recorded in the six-month period ended August 31, 2015 compared to $4,177 in the six-month period ended August 31, 2014. This decrease is partially offset by a foreign exchange gain of $1,086 recorded in the six-month period ended August 31, 2015. The foreign exchange gain recorded in the three-month and six-month periods ended August 31, 2015 is attributable to the devaluation of the Canadian dollar over the US dollar mainly on cash and short-term investment denominated in US dollars held by the Corporation.

management discussion and analysis of the financial situation and operating results

Finance Costs

Finance costs amounted to $394 in the three-month period ended August 31, 2015 compared to $482 for the corresponding period in 2014, a decrease of $88 compared to the same period in 2014. Finance costs amounted to $725 in the six-month period ended August 31, 2015 compared to $779 for the corresponding period in 2014, a decrease of $54 compared to the same period in 2014.

The decrease of $88 in the three-month period ended August 31, 2015 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 loss of $308 was recorded in the three-month period ended August 31, 2015. The decrease is partially offset by an increase in interest charge on loans and borrowings of $160 due to the increased debt level of the Corporation. The decrease of $54 in the six-month period ended August 31, 2015 is mainly attributable to the increase in interest charge on loans and borrowings of $471 partially offset by a foreign exchange loss of $585 recorded in the six-month period ended August 31, 2014 mainly on short-term investment denominated in US dollars held by the Corporation.

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

Adjusted EBITDA increased by $9,771 for the three-month period ended August 31, 2015 to ($3,104) compared to ($12,875) for the three-month period ended August 31, 2014. Adjusted EBITDA increased by $10,375 for the six-month period ended August 31, 2015 to ($8,272) compared to ($18,647) for the six-month period ended August 31, 2014.

The improvement of the adjusted EBITDA of $9,771 for the three-month period ended August 31, 2015 is mainly attributable to a decrease in selling expenses of $225, in G&A expenses of $2,986 and in R&D expenses of $1,241. The improvement of the adjusted EBITDA for the three-month period ended August 31, 2015 is also attributable to plant ramp-up costs that occurred in the three-month period ended August 31, 2014 for $2,658 compared to unallocated production overheads due to lower than expected level of production of $441 for the three-month period ended August 31, 2015. Additionally, the adjusted EBITDA is impacted by the reversal of write-down on inventory of $1,406 offset by an inventory write-down of $945 for the three-month period ended August 31, 2015 compared to an inventory write-down of $2,063 for the last year’s corresponding period.

The improvement of the adjusted EBITDA of $10,375 for the six-month period ended August 31, 2015 is mainly attributable to a decrease in selling expenses of $278, in G&A expenses of $5,108 and in R&D expenses of $947. The improvement of the adjusted EBITDA for the six-month period ended August 31, 2015 is also attributable to plant ramp-up costs that occurred in the six-month period ended August 31, 2014 for $2,658 compared to unallocated production overheads due to lower than expected level of production of $2,174 for the six-month period ended August 31, 2015. Additionally, the adjusted EBITDA is impacted by the reversal of write-down on inventory of $1,406 offset by an inventory write-down of $945 for the six-month period ended August 31, 2015 compared to an inventory write-down of $2,063 for the last year’s corresponding period.

Net Loss

The Corporation realized a consolidated net loss for the three-month period ended August 31, 2015 of ($2,557) compared to ($14,848) for the three-month period ended August 31, 2014, a decrease of $12,291 compared to the same period in 2014. The Corporation realized a consolidated net loss for the six-month period ended August 31, 2015 of ($7,523) compared to ($19,217) for the six-month period ended August 31, 2014, a decrease of $11,694 compared to the same period in 2014.

The decrease in the consolidated net loss of $12,291 for the three-month period ended August 31, 2015 is mainly attributable to the same reasons stated above for the improvement of the adjusted EBITDA for the three-month period ended August 31, 2015. This decrease is also attributable to a decrease in stock-based compensation expense of $688, to an increase in finance income of $1,202 and to insurance recoveries of $724 recorded in the three-month period ended August 31, 2015.

The decrease in the consolidated net loss of $11,694 for the six-month period ended August 31, 2015 is mainly attributable to the same reasons stated above for the improvement of the adjusted EBITDA for the six-month period ended August 31, 2015. This decrease is also attributable to a decrease in stock-based compensation expense of $2,432, to insurance recoveries of $724 recorded in the six-month period ended August 31, 2015 partially offset by a decrease in finance income of $1,461.

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 six-month period ended August 31, 2015, the operating activities generated a decrease in cash of $7,961, compared to a decrease of $6,822 for the six-month period ended August 31, 2014. The decrease in cash flows from operating activities for the six-month period ended August 31, 2015 is mainly attributable to the decrease in net loss incurred after adjustments for non-cash items, as explained in the Adjusted EBITDA section above offset by a large collection of other receivables in the comparative period.

Investing Activities

During the six-month period ended August 31, 2015, the investing activities generated an increase in cash of $8,121 primarily due to maturity of short-term investments of $13,971. The increase in liquidities was offset by acquisition of property, plant and equipment for $850 related to the plant in Sherbrooke and acquisition of short-term investments for $4,994.

Financing Activities

During the six-month period ended August 31, 2015, the financing activities generated a decrease in cash of $435 mainly due to interest paid of $444.

Overall, as a result of cash flows from all activities, the Corporation decreased its cash position by $192 and its short-term investments by $8,237 for the six-month period ended August 31, 2015.

At August 31, 2015, the Corporation’s liquidity position, consisting of cash and short-term investments, was $19,196. Of this amount, $15,766 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 and six-month periods ended August 31, 2015 of $5.0 million and $8.0 million, respectively.

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 successful implementation of a company-wide initiative to drive efficiencies and heighten operating performance, along with the ability to achieve stronger revenues in line with higher production levels.

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

SUBSEQUENT EVENT

On September 29, 2015, Acasti announced that in order to regain compliance with NASDAQ Minimum Bid Price Rules, it will consolidate the issued and outstanding Class A common shares of Acasti on the basis of one (1) post-Consolidation Common Share for every ten (10) pre-Consolidation Common Shares, provided that each fractional Common Share that results from the Consolidation shall be rounded up.

In accordance with TSX Venture Exchange’s and NASDAQ’s bulletins, the Consolidation will be effective at the open of trading on October 15, 2015 (the “Effective Date”) and the Common Shares shall begin trading on the NASDAQ Stock Market and TSX Venture Exchange on a reverse split-adjusted basis on such date, which shall result into approximately 10,661,626 Common Shares issued and outstanding on a post-Consolidation basis.

The exercise price in effect on the Effective Date, in the case of incentive stock options, warrants and other securities convertible into Common Shares (the “Convertible Securities”), will be increased proportionally to reflect the Consolidation. The number of Common Shares subject to a right of purchase under such Convertible Securities shall also be decreased proportionally to reflect the Consolidation, provided that no fractional Common Share shall be issued or otherwise provided theretofore upon the exercise of any Convertible Securities.

FINANCIAL POSITION

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

Accounts	Increase (Reduction)	Comments
Cash	(192)	Refer to “liquidity and capital resources”
Short-term investments	(8,237)	Maturity of investments
Trade and other receivables	(906)	Receipt of accounts receivables payments
Tax credits receivable	(306)	Receipt of tax credits on equipment acquisitions and eligible R&D expenses
Inventories	323	Production at the plant
Property, plant and equipment	(622)	Costs related to plant net of depreciation
Trade and other payables	(1,810)	Repayments of accounts payables
Derivative warrant liability	(1,676)	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.

RELATED PARTY TRANSACTIONS

(Expressed in thousands of dollars)

Transactions with key management personnel:

For the three-month and six-month periods ended August 31, 2015, a corporation controlled by the Chairman of the Board of Directors rendered consulting services amounted to $20 and $30 (nil in 2014), respectively. As at August 31, 2015, the balance due to this corporation amounts to $20 ($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 ended when the CFO was appointed.

The Corporation granted 75,000 DSUs during the six-month period ended August 31, 2015 in compensation for consulting services to be rendered by a member of the Board of Directors. Stock-based compensation recognized under this plan amounted to $34 for the three-month and six-month periods ended August 31, 2015.

Refer to note 18 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

CONTROLS AND PROCEDURES

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 the 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 August 31, 2015 that have materially affected, or are reasonably likely to materially affect its ICFR.

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 October 14, 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 1,208,913 Neptune warrants, 5,758,650 Neptune options, 11,250 Neptune restrictive share units and 75,000 Neptune deferred 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 4,842,500 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), 5,125,635 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 and-six month periods ended August 31, 2015 and 2014

neptune technologies & bioressources inc.

Consolidated Interim Financial Statements

(Unaudited)

For the three-month and six-month periods ended August 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 August 31, 2015 and February 28, 2015


	August 31,			February 28,
	2015			2015
Assets

Current assets:
Cash	$	4,060,693		$	4,253,073
Short-term investments		15,135,192			23,372,677
Trade and other receivables		5,265,592			6,172,018
Tax credits receivable		2,264,604			2,571,063
Prepaid expenses		338,411			539,589
Inventories (note 4)		13,706,558			13,383,148
		40,771,050			50,291,568

Property, plant and equipment (note 5)		46,249,454			46,871,217
Intangible assets		1,507,478			1,573,878
Other investment (note 6)		357,882			318,750

Total assets	$	88,885,864		$	99,055,413

Liabilities and Equity

Current liabilities:
Trade and other payables	$	5,805,352		$	7,615,346
Loans and borrowings (note 8)		2,456,842			540,039
Advance payments and deferred revenues (note 7)		1,107,253			1,303,808
		9,369,447			9,459,193

Deferred lease inducements		420,437			450,114
Loans and borrowings (note 8)		12,306,275			14,006,847
Derivative warrant liability (note 16)		605,181			2,281,508
Total liabilities		22,701,340			26,197,662

Equity:
Share capital		123,738,370			123,685,960
Warrants (note 9)		648,820			648,820
Contributed surplus		28,567,173			27,534,682
Accumulated other comprehensive loss		(144,897	)		(131,250	)
Deficit		(102,763,017	)		(96,453,762	)
Total equity attributable to equity holders of the Corporation		50,046,449			55,284,450

Non-controlling interest (note 10)		10,001,120			11,166,032
Subsidiary warrants and options (note 10)		6,136,955			6,407,269
Total equity attributable to non-controlling interest		16,138,075			17,573,301

Total equity		66,184,524			72,857,751

Commitments and contingencies (note 15)
Subsequent event (note 19)

Total liabilities and equity	$	88,885,864		$	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 and six-month periods ended August 31, 2015 and 2014


	Three-month periods ended						Six-month periods ended
	August 31,						August 31,
	2015			2014			2015			2014

Revenue from sales	$	4,273,172		$	2,231,311		$	6,591,228		$	5,922,795
Royalty revenues		104,372			391,549			490,854			391,549
Total revenues		4,377,544			2,622,860			7,082,082			6,314,344

Cost of sales (note 4)		(3,682,629	)		(6,544,357	)		(7,229,562	)		(9,713,211	)
Gross margin		694,915			(3,921,497	)		(147,480	)		(3,398,867	)

Research and development expenses, net of tax credits of $37,954 and $63,954 (2014 - $46,774 and $83,588)		(1,672,893	)		(3,317,958	)		(3,473,130	)		(5,383,819	)
Selling expenses		(526,334	)		(774,312	)		(1,245,596	)		(1,595,814	)
General and administrative expenses		(2,637,876	)		(6,404,331	)		(5,461,014	)		(13,713,766	)
Other income – from royalty settlement		–			–			–			1,633,950
Other income – insurance recoveries (note 11)		724,259			–			724,259			–
Loss from operations		(3,417,929	)		(14,418,098	)		(9,602,961	)		(22,458,316	)

Finance income (note 12)		1,254,468			52,509			2,804,691			4,266,078
Finance costs (note 12)		(393,590	)		(482,492	)		(724,514	)		(779,206	)
Net finance income (costs)		860,878			(429,983	)		2,080,177			3,486,872
Loss before income taxes		(2,557,051	)		(14,848,081	)		(7,522,784	)		(18,971,444	)

Income taxes (note 14)		–			–			–			(245,093	)
Net loss		(2,557,051	)		(14,848,081	)		(7,522,784	)		(19,216,537	)

Other comprehensive income (loss) (that may be reclassified subsequently to net loss)
Unrealized loss on available-for-sale, investment (notes 6 and 16)		(475,007	)		–			(13,647	)		–

Total comprehensive loss	$	(3,032,058	)	$	(14,848,081	)	$	(7,536,431	)	$	(19,216,537	)

Net loss attributable to:
Equity holders of the Corporation	$	(1,875,247	)	$	(12,724,655	)	$	(6,309,255	)	$	(17,407,527	)
Non-controlling interest		(681,804	)		(2,123,426	)		(1,213,529	)		(1,809,010	)
Net loss	$	(2,557,051	)	$	(14,848,081	)	$	(7,522,784	)	$	(19,216,537	)

Total comprehensive loss attributable to:
Equity holders of the Corporation	$	(2,350,254	)	$	(12,724,655	)	$	(6,322,902	)	$	(17,407,527	)
Non-controlling interest		(681,804	)		(2,123,426	)		(1,213,529	)		(1,809,010	)
Total comprehensive loss	$	(3,032,058	)	$	(14,848,081	)	$	(7,536,431	)	$	(19,216,537	)

Basic and diluted loss per share	$	(0.02	)	$	(0.17	)	$	(0.08	)	$	(0.24	)

Basic and diluted weighted average number of common shares		75,364,233			74,866,124			75,357,687			74,057,410

See accompanying notes to unaudited interim consolidated financial statements.

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Consolidated Interim Statements of Changes in Equity

(Unaudited)

Six-month periods ended August 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			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		–		–		–		–			–			(6,309,255	)		(6,309,255	)		–			(1,213,529	)		(1,213,529	)		(7,522,784	)
Other comprehensive income for the period		–		–		–		–			(13,647	)		–			(13,647	)		–			–			–			(13,647	)
Total comprehensive income (loss) for the period		–		–		–		–			(13,647	)		(6,309,255	)		(6,322,902	)		–			(1,213,529	)		(1,213,529	)		(7,536,431	)

Transactions with equity holders, recorded directly in equity
Contributions by and distribution to equity holders
Share-based payment transactions (note 13)		–		–		–		578,030			–			–			578,030			265,264			–			265,264			843,294
Exercise of Neptune series 2011-1 warrants (note 9 (a))		33		535		–		–			–			–			535			–			–			–			535
RSUs released (note 13 (b))		15,625		51,875		–		(51,875	)		–			–			–			–			–			–			–
Total contributions by and distribution to equity holders		15,658		52,410		–		526,155			–			–			578,565			265,264			–			265,264			843,829

Change in ownership interests in subsidiaries that do not result in a loss of control
Exercise of Acasti call-options, warrants and options by third parties (note 10 (a))		–		–		–		(4,727	)		–			–			(4,727	)		–			24,102			24,102			19,375
Expiry of Acasti options (note 13 (e))		–		–		–		45,000			–			–			45,000			(45,000	)		–			(45,000	)		–
Acasti RSUs released (note 10 (a)(iii))		–		–		–		466,063			–			–			466,063			(490,578	)		24,515			(466,063	)		–
Total changes in ownership interest in subsidiaries		–		–		–		506,336			–			–			506,336			(535,578	)		48,617			(486,961	)		19,375

Total transactions with equity holders		15,658		52,410		–		1,032,491			–			–			1,084,901			(270,314	)		48,617			(221,697	)		863,204

Balance at August 31, 2015		75,366,781	$	123,738,370	$	648,820	$	28,567,173		$	(144,897	)	$	(102,763,017	)	$	50,046,449		$	6,136,955		$	10,001,120		$	16,138,075		$	66,184,524

See accompanying notes to unaudited consolidated interim financial statements.

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Consolidated Interim Statements of Changes in Equity, Continued

(Unaudited)

Six-month periods ended August 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		–		–		–		–			(17,407,527	)		(17,407,527	)		–			(1,809,010	)		(1,809,010	)		(19,216,537	)

Transactions with equity holders, recorded directly in equity
Contributions by and distribution to equity holders
Share-based payment transactions (note 13)		–		–		–		1,350,706			–			1,350,706			1,924,999			–			1,924,999			3,275,705
Share-based payment transactions with a consultant (note 13 (d))		100,723		280,639		–		(280,639	)		–			–			–			–			–			–
Share options exercised (note 13 (a))		325,000		1,153,360		–		(340,860	)		–			812,500			–			–			–			812,500
RSUs released (note 13 (b))		268,249		890,587		–		(890,587	)		–			–			–			–			–			–
Public offering		11,500,000		29,202,687		–		–			–			29,202,687			–			–			–			29,202,687
Private placement		907,000		2,252,581		–		–			–			2,252,581			–			–			–			2,252,581
IQ financing		–		–		184,020		–			–			184,020			–			–			–			184,020
Total contributions by and distribution to equity holders		13,100,972		33,779,854		184,020		(161,380	)		–			33,802,494			1,924,999			–			1,924,999			35,727,493

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 10 (a))		–		–		–		(7,559	)		–			(7,559	)		–			57,559			57,559			50,000
Exercise of Acasti call-options by third parties (note 10 (a))		–		–		–		(86,641	)		–			(86,641	)		–			395,704			395,704			309,063
Acasti RSUs released (note 10 (a))		–		–		–		540,669			–			540,669			(572,217	)		31,548			(540,669	)		–
Exercise of NeuroBioPharm warrants and options by third parties		–		–		–		18,074			–			18,074			–			(11,922	)		(11,922	)		6,152
NeuroBioPharm SBAs released		–		–		–		217,329			–			217,329			(13,525	)		(203,804	)		(217,329	)		–
Total changes in ownership interest in subsidiaries		–		–		–		681,872			–			681,872			(585,742	)		269,085			(316,657	)		365,215

Total transactions with equity holders		13,100,972		33,779,854		184,020		520,492			–			34,484,366			1,339,257			269,085			1,608,342			36,092,708

Balance at August 31, 2014		74,979,697	$	122,525,444	$	648,820	$	23,906,517		$	(79,505,306	)	$	67,575,475		$	8,912,925		$	5,441,033		$	14,353,958		$	81,929,433

See accompanying notes to unaudited consolidated interim financial statements.

neptune technologies & bioressources inc.

Consolidated Interim Statements of Cash Flows

(Unaudited)

Three-month and six-month periods ended August 31, 2015 and 2014


	Three-month periods ended						Six-month periods ended
	August 31,						August 31,
	2015			2014			2015			2014

Cash flows from operating activities:
Net loss for the period	$	(2,557,051	)	$	(14,848,081	)	$	(7,522,784	)	$	(19,216,537	)
Adjustments:
Depreciation of property, plant and equipment		584,650			402,257			1,156,342			489,178
Amortization of intangible assets		27,375			27,306			55,152			46,799
Impairment loss related to intangible assets		103,006			269,569			103,006			269,569
Impairment loss related to inventories		–			2,063,712			–			2,063,712
Stock-based compensation		426,017			1,113,838			843,294			3,275,705
Recognition of deferred revenues		(73,566	)		–			(418,332	)		–
Amortization of deferred lease inducements		(14,839	)		(14,839	)		(29,677	)		(29,678	)
Net finance (income) expense		(860,878	)		429,983			(2,080,177	)		(3,486,872	)
Realized foreign exchange gain (loss)		221,158			(6,073	)		183,096			(52,510	)
Income taxes expense		–			–			–			245,093
		(2,144,128	)		(10,562,328	)		(7,710,080	)		(16,395,541	)
Changes in non-cash operating items:
Trade and other receivables		(1,602,901	)		4,788,711			906,426			12,124,600
Tax credits receivable		(37,954	)		(46,774	)		306,459			463,431
Prepaid expenses		69,806			217,430			201,178			584,180
Inventories		357,600			(3,037,013	)		(323,410	)		(6,664,686	)
Trade and other payables		(1,687,982	)		678,622			(1,520,080	)		3,339,258
Deferred revenues		50,024			–			188,984			–
		(4,995,535	)		(7,961,352	)		(7,950,523	)		(6,548,758	)
Income taxes paid		–			–			–			(245,093	)
Other finance costs paid		(5,822	)		(13,229	)		(10,533	)		(27,747	)
		(5,001,357	)		(7,974,581	)		(7,961,056	)		(6,821,598	)
Cash flows from investing activities:
Interest received		138,733			22,889			155,829			52,312
Acquisition of property, plant and equipment		(323,886	)		(4,877,100	)		(850,295	)		(14,545,021	)
Acquisition of intangible assets		(42,038	)		(75,929	)		(49,706	)		(82,251	)
Maturity of short-term investments		10,717,550			32,935,811			13,971,050			33,435,811
Acquisition of short-term investments		(4,993,600	)		(44,800,433	)		(4,993,600	)		(45,320,519	)
Acquisition of an investment in a public company		–			–			(112,000	)		–
		5,496,759			(16,794,762	)		8,121,278			(26,459,668	)
Cash flows from financing activities:
Repayment of loans and borrowings		(5,733	)		(4,520	)		(11,195	)		(8,883	)
Proceeds from financing		–			4,429,351			–			4,429,351
Proceeds from exercise of call-options, warrants and options		625			309,834			19,375			365,215
Net proceeds from public offering		–			–			–			29,202,687
Net proceeds from private placement		–			(78,960	)		–			2,252,581
Proceeds from exercise of warrants and options		–			812,500			535			812,500
Interest paid		(221,849	)		(151,917	)		(443,584	)		(303,991	)
		(226,957	)		5,316,288			(434,869	)		36,749,460
Foreign exchange gain (loss) on cash held in foreign currencies		103,711			(36,613	)		82,267			(268,620	)
Net increase (decrease) in cash		372,156			(19,489,668	)		(192,380	)		3,199,574
Cash beginning of period		3,688,537			29,211,608			4,253,073			6,522,366
Cash, end of period	$	4,060,693		$	9,721,940		$	4,060,693		$	9,721,940

Supplemental cash flow disclosure:
Non-cash transactions:
Acquired property, plant and equipment included in trade and other payables	$	(161,008	)	$	(2,137,243	)	$	64,219		$	1,811,062
Intangible assets included in trade and other payables		(358	)		(58,324	)		50,112			6,808
Acquired property, plant and equipment by way of a capital lease		–			–			16,250			–
Grant received or receivable applied against property, plant and equipment		–			140,342			–			140,342
Tax credit receivable applied against property, plant and equipment		–			88,636			–			88,636
Interest capitalized		–			73,291			–			295,936

See accompanying notes to unaudited interim consolidated financial statements.

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

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

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"). The corporations focus on the research, development and commercialization of products derived from marine biomasses for the nutraceutical and pharmaceutical industries.

Neptune is 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.

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 October 14, 2015.

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

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

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 13);

Available for sale financial assets which are measured at fair value (note 16); and

Derivative warrant assets and liabilities which are measured at fair value (note 16).

(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 judgments:

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 (note 15);

Determining that the Corporation has de facto control over its subsidiary Acasti (note 10 (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 16) and stock-based compensation (note 13);

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 and six-month periods ended August 31, 2015 and 2014

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:

On July 24, 2014 the IASB issued the complete IFRS 9, Financial Instruments (IFRS 9 (2014)). It introduces new requirements for the classification and measurement of financial assets. Under IFRS 9 (2014), financial assets are classified and measured based on the business model in which they are held and the characteristics of their contractual cash flows. The standard also introduces additional changes relating to financial liabilities and amends the impairment model by introducing a new ‘expected credit loss’ model for calculating impairment. The mandatory effective date of IFRS 9 is for annual periods beginning on or after January 1, 2018 and must be applied retrospectively with some exemptions. The Corporation intends to adopt IFRS 9 (2014) in its financial statements for the annual period beginning on March 1, 2018. The extent of the impact of adoption of the standard has not yet been determined.

(ii)

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.

Inventories:


	August 31,		February 28,
	2015		2015

Raw materials	$	7,734,290	$	8,678,517
Work in progress		216,903		3,420,838
Finished goods		5,133,484		671,727
Spare parts		621,881		612,066
	$	13,706,558	$	13,383,148

For the three-month period ended August 31, 2015, the cost of sales of $3,682,629 ($6,544,357 for the three-month period ended August 31, 2014) was comprised of inventory costs of $3,702,172 ($1,731,305 for the three-month period ended August 31, 2014) which consisted of raw materials, consumables and changes in work in progress and finished goods, inventory write-down of $945,273 ($2,063,712 for the three-month period ended August 31, 2014), other unallocated production overheads of $440,821 ($2,749,340 of incremental costs related to the plant ramp-up and other unallocated costs for the three-month period ended August 31, 2014) and reversal of write-down on inventory of $1,405,637 (nil for the three-month period ended August 31, 2014). The Corporation recently enhanced its manufacturing process and is now able to utilize some raw material previously written-down in the three-month period ended February 28, 2015.

For the six-month period ended August 31, 2015, the cost of sales of $7,229,562 ($9,713,211 for the six-month period ended August 31, 2014) was comprised of inventory costs of $5,515,601 ($4,835,218 for the six-month period ended August 31, 2014) which consisted of raw materials, consumables and changes in work in progress and finished goods, inventory write-down of $945,273 ($2,063,712 for the six-month period ended August 31, 2014), other unallocated production overheads of $2,174,325 ($2,814,281 of incremental costs related to the plant ramp-up and other unallocated costs for the six-month period ended August 31, 2014) and reversal of write-down on inventory of $1,405,637 (nil for the six-month period ended August 31, 2014). The Corporation recently enhanced its manufacturing process and is now able to utilize some raw material previously written-down in the three-month period ended February 28, 2015.

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

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

Inventories (continued):

The carrying value of the inventories carried at net realizable value amounts to $51,487 as at August 31, 2015 ($6,115,763 as at February 28, 2015).

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
August 31, 2015		228,630		21,703,209	24,049,377		240,588	27,650		46,249,454

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 in common shares is classified as available for sale assets while the investment in common share purchase warrants is classified as financial assets held for trading. Subsequent changes in the fair value of the investment in common shares are recorded through other comprehensive income or (loss) while subsequent changes in the fair value of the investment in common share purchase warrants are recorded through profit or (loss).

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 foresaw 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 six-month period ended August 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 August 31, 2015, an amount of $610,541 is included in “advance payments and deferred revenues” in the consolidated statements of financial position related to this agreement (February 28, 2015 - $847,316).

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

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

Loans and borrowings:

This note provides information about the contractual terms of the Corporation’s loans and borrowings, which are measured at amortized cost.


	August 31,		February 28,
	2015		2015
Non-current loans and borrowings:
Secured loan from Investissement Québec (“IQ”), principal balance authorized of $12,500,000, of which $12,500,000 was disbursed as at February 28, 2015 ($3,966,744 received in 2015), bearing interest at 7%, secured through a first-ranking mortgage on the plant and an additional mortgage on all movable assets, current and future, corporeal and incorporeal, and tangible and intangible, reimbursable in monthly principal payments of $260,415 from January 2016 to December 2019. (a)	$	11,993,606	$	11,900,230

Refundable contribution obtained from a federal program, principal balance authorized of $3,500,000 of which $3,500,000 was disbursed as at February 28, 2015 ($462,607 received in 2015), without collateral or interest, payable in monthly instalments of $58,333, from March 2016 to February 2021. The cash contribution received of $3,500,000 has been initially recorded at its estimated fair value of $2,064,590, using a discount rate of 9%. The difference between amounts received and estimated fair value is recognized as government grants.		2,686,912		2,569,113

Finance lease liabilities, interest rates between 6.25% and 7.13%, payable in monthly instalments of $2,345 ($1,959 as at February 28, 2015), maturing from November 2018 to March 2019		82,599		77,543
		14,763,117		14,546,886
Less current portion of loans and borrowings		2,456,842		540,039
Non-current loans and borrowings	$	12,306,275	$	14,006,847

(a)

The loan has been initially recorded at its estimated fair value of $11,851,180, less directly attributable transaction costs of $125,000, using a discount rate of 9%. The difference between the cash received and the estimated fair value of the loan at initial recognition has been allocated to the warrants issued and vested to IQ concurrently with the disbursement of the loan. The warrants are classified within equity.

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

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

Capital and other components of equity:

(a)

Warrants:

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


			August 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 six-month period ended August 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 $10.37 per share until April 12, 2016.

10.

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 August 31, 2015 and February 28, 2015, Neptune owned 47.54% and 47.68%, respectively (35.17% and 35.35% on a fully diluted basis, respectively), of Acasti shares and voting rights.

During the six-month period ended August 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.

(ii)

Various holders of Acasti options exercised their right to purchase Class A shares of Acasti, resulting in the issuance of 2,500 Acasti shares by Acasti and cash proceeds in Acasti of $625. The impact of these options exercised on the non-controlling interest amounts to $689.

(iii)

Acasti released 169,750 restrictive share units to board members, executive officers, employees and consultants under the Acasti equity incentive plan. The impact of these restrictive share units released on the non-controlling interest amounts to $(466,063).

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

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

10.

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

(a)

Acasti (continued):

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

(iv)

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 amounted to $57,559.

(v)

Various holders of Acasti call-options exercised their right to purchase Class A shares, resulting in the transfer of 1,186,250 Acasti shares from Neptune and cash proceeds in Neptune of $309,063. The impact of these call-options exercised on the non-controlling interest amounted to $395,704.

(vi)

Acasti released 197,999 restrictive share units to board members, executive officers, employees and consultants under the Acasti equity incentive plan. The impact of these restrictive share units released on the non-controlling interest amounted to $(540,669).

(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:


			August 31,				February 28,
			2015				2015
	Number				Number
	outstanding		Amount		outstanding		Amount

Acasti Pharma Inc.
Stock options plan (note 13 (e))		5,175,635		3,979,694		4,296,250	$	3,913,047
Restrictive share units (note 13 (f))		11,250		24,046		184,000		361,007
Call-options (note 13 (g))		4,917,500		2,133,215		5,057,500		2,133,215
		10,104,385	$	6,136,955		9,537,750	$	6,407,269

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


			August 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	$	605,181		18,400,000	$	2,281,508
Series 9 - Private placement warrants 2014		1,616,542		–		1,616,542		–
		20,016,542	$	605,181		20,016,542	$	2,281,508

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

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

11.

Plant explosion:

During the three-month and six-month periods ended August 31, 2015, the Corporation recognized insurance recoveries related to the 2012 plant explosion for an amount of $724,259, recorded as other income.

12.

Finance income and finance costs:

(a)

Finance income:


	Three-month periods ended				Six-month periods ended
	August 31,				August 31,
	2015		2014		2015		2014

Interest income	$	8,625	$	52,509	$	42,141	$	88,873
Foreign exchange gain		1,222,918		–		1,086,223		–
Change in fair value of derivative warrant liability (note 16)		22,925		–		1,676,327		4,177,205
Finance income	$	1,254,468	$	52,509	$	2,804,691	$	4,266,078

(b)

Finance costs:


	Three-month periods ended						Six-month periods ended
	August 31,						August 31,
	2015			2014			2015			2014

Interest charges and other finance costs	$	(334,369	)	$	(173,183	)	$	(665,293	)	$	(194,424	)
Foreign exchange loss		–			(1,277	)		–			(584,782	)
Change in fair value of derivative warrant liability (note 16)		–			(308,032	)		–			–
Change in fair value of derivative warrant asset		(59,221	)		–			(59,221	)		–
Finance costs	$	(393,590	)	$	(482,492	)	$	(724,514	)	$	(779,206	)

13.

Share-based payment:

Description of the share-based payment arrangements:

At August 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 and six-month periods ended August 31, 2015 and 2014

13.

Share-based payment (continued):

(a)

Corporation stock option plan (continued):

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


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

Options outstanding at March 1, 2015 and 2014	$	3.10		8,045,818		$	3.14		8,052,918
Granted		1.75		963,000			2.77		915,000
Forfeited		3.68		(1,177,500	)		3.05		(146,250	)
Expired		3.80		(2,025,418	)		2.72		(482,500	)
Exercised		–		–			2.50		(325,000	)
Options outstanding at August 31, 2015 and 2014	$	2.60		5,805,900		$	3.15		8,014,168

Exercisable options at August 31, 2015 and 2014	$	3.01		3,293,744		$	3.23		5,819,168

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:


	Six-month period ended August 31, 2015			Six-month period ended August 31, 2014

Exercise price	$	1.75		$	2.77
Share price	$	1.74		$	2.63
Dividend		–			–
Risk-free interest		0.56	%		0.87	%
Estimated life		3.43 years			2.54 years
Expected volatility		56.09	%		59.03	%

The weighted average fair value of the options granted to employees during the six-month period ended August 31, 2015 is $0.69 (2014 - $0.88). No options were granted to non-employees during the six-month period ended August 31, 2015. The weighted average fair value of the options granted to non-employees during the six-month period ended August 31, 2014 was $0.96.

The weighted average share price at the date of exercise for share options exercised during the six-month period ended August 31, 2014 was $2.95. An amount of $340,860 was reclassified to share capital on exercise of these options.

Stock-based compensation recognized under this plan amounted to $246,012 and $531,338, respectively, for the three-month and six-month periods ended August 31, 2015 (2014 - $347,919 and $600,027).

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

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

13.

Share-based payment (continued):

(b)

Corporation Restricted Share Unit (‘’RSUs’’) and Deferred Share Unit (‘’DSUs’’):

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.

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
Granted		–			–
Released		(15,625	)		(268,249	)
Forfeited		(3,000	)		(4,583	)
RSUs outstanding at August 31, 2015 and 2014		11,250			467,086

Stock-based compensation recognized under this plan amounted to $5,177 and $12,251, respectively, for the three-month and six-month periods ended August 31, 2015 (2014 - $207,651 and $750,679).

The Corporation’s issued and outstanding DSUs vest upon achievement of the service conditions no later than December 31, 2015. The fair value of the DSUs 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 Corporation granted 75,000 DSUs during the six-month period ended August 31, 2015 in compensation for consulting services to be rendered by a member of the Board of Directors (see note 18). The fair value of the DSUs granted during the six-month period ended August 31, 2015 was $1.72 per unit. Stock-based compensation recognized under this plan amounted to $34,441 for the three-month and six-month periods ended August 31, 2015.

(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 price	Number of warrants

Warrants outstanding and exercisable at March 1 and August 31, 2015	$	13.73	383,330

(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 and six-month periods ended August 31, 2015 and 2014, no amount was recorded in the share-based payment expense. During the six-month period ended August 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 and six-month periods ended August 31, 2015 and 2014

13.

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

Options outstanding at March 1, 2015 and 2014	$	1.53	4,296,250		$	1.57	4,911,000
Granted		0.46	1,091,885			1.20	282,500
Exercised		0.25	(2,500	)		0.25	(200,000	)
Forfeited		1.57	(160,000	)		1.03	(79,750	)
Expired		2.10	(50,000	)		1.80	(100,000	)
Options outstanding at August 31, 2015 and 2014	$	1.30	5,175,635		$	1.61	4,813,750

Exercisable options at August 31, 2015 and 2014	$	1.57	3,744,375		$	1.56	3,762,625


		Six-month period ended August 31, 2015			Six-month period ended August 31, 2014

Exercise price	$	0.46		$	1.20
Share price	$	0.44		$	1.15
Dividend		‒			‒
Risk-free interest		0.66	%		1.13	%
Estimated life		4.20 years			2.60 years
Expected volatility		65.63	%		56.62	%

The weighted average fair value of the options granted to employees during the six-month period ended August 31, 2015 is $0.21 (2014 - $0.40). No options were granted to non-employees during the six-month periods ended August 31, 2015 and 2014.

The weighted average share price at the date of exercise for options exercised during the six-month period ended August 31, 2015 was $0.42 (2014 - $0.92).

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

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

13.

Share-based payment (continued):

(e)

Acasti stock option plan (continued):

Stock-based compensation recognized under this plan amounted to $52,279 and $111,647, respectively, for the three-month and six-month periods ended August 31, 2015 (2014 - $216,030 and $720,231). Amounts for the six-month periods ended August 31, 2015 and 2014 are 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
Released	(169,750	)	(197,999	)
Forfeited	(3,000	)	(5,834	)
RSUs outstanding at August 31, 2015 and 2014	11,250		571,168

Stock-based compensation recognized under this plan amounted to $88,108 and $153,617, respectively, for the three-month and six-month periods ended August 31, 2015 (2014 - $240,771 and $845,745). Amounts for the six-month periods ended August 31, 2015 and 2014 are 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 average exercise price	Number of call-options			Weighted average exercise price	Number of 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	)		0.26	(1,186,250	)
Forfeited		2.81	(65,000	)		2.98	(105,000	)
Call-options outstanding at August 31, 2015 and 2014	$	1.86	4,917,500		$	1.98	5,812,500

Exercisable call-options at August 31, 2015 and 2014	$	1.86	4,895,000		$	1.74	4,612,086

Stock-based compensation recognized under this plan amounted to nil, respectively, for the three-month and six-month periods ended August 31, 2015 (2014 - $96,104 and $333,980). Amounts for the six-month periods ended August 31, 2015 and 2014 are 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 and six-month periods ended August 31, 2015 and 2014

14.

Income taxes:

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

15.

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.

(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 $559,299 in 2016, $342,273 in 2017, $324,417 in 2018, $324,417 in 2019, $324,417 in 2020 and $675,869 thereafter.

(iii)

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 $4,886,576, of which an amount of $3,201,966 has been paid to date. As at August 31, 2015, an amount of $175,696 is included in “Trade and other payables” in relation to these projects.

(b)

Contingencies:

In the normal course of operations, the Corporation is involved in various claims and legal proceedings. The most significant of which are as follow:

(i)

A former officer of the Corporation is claiming the payment of approximately $8,500,000 and the issuance of equity instruments. As the Corporation’s management believes that these claims are not valid, no provision has been recognized.

(ii)

The Corporation initiated arbitration against a customer that owed approximately US$3.7 million. A provision for doubtful account has been already recognized for the full amount receivable. This customer is counterclaiming a sum in damages. As the Corporation’s management believes that this claim is not valid, no provision in excess of the doubtful account has been recognized.

Although the outcome of the these and various other claims and legal proceedings against the Corporation as at August 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 Corporation’s financial position or overall trends in results of operations. A non-significant amount has been recognized in respect of all claims and is included in ''Trade and other payables'' in the consolidated statement of financial position.

16.

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.

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

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

16.

Determination of fair values (continued):

Other investment:

The Corporation measured its investment in common shares 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 common shares in BlueOcean was determined to be $0.07 per share as at August 31, 2015. The change in fair value amounted to a loss of $475,007 and $13,647, respectively, for the three-month and six-month periods ended August 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.

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:


	August 31, 2015		February 28, 2015

Exercise price	US$1.50		US$1.50
Share price	$0.36		$0.55
Dividend	‒		‒
Risk-free interest	1.13	%	1.20	%
Estimated life	3.26 years		3.76 years
Expected volatility	58.42	%	62.94	%

The fair value of the warrants issued was determined to be $0.03 per warrant as at August 31, 2015 ($0.13 per warrant as at February 28, 2015). The change in fair value amounted to a gain of $22,925 and $1,676,327, respectively, for the three-month and six-month periods ended August 31, 2015 and are accounted for in finance income (2014 – loss of $308,032 and gain of $4,177,205 in finance costs and finance income, respectively).

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 $200,614 or a gain of $176,944 respectively.

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


		August 31, 2015			February 28, 2015

Opening balance at March 1, 2015 and 2014	$	2,281,508		$	10,821,413
Change in fair value gain recognized in finance income		(1,676,327	)		(8,539,905	)
Closing balance at August 31, 2015 and February 28, 2015	$	605,181		$	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.

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

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

17.

Operating segments:

The Corporation has two reportable segments, 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. developed medical food and pharmaceutical products for neurological diseases. Following the Plan of Arrangement providing for the acquisition by Neptune of all of the issued and outstanding shares of NeuroBioPharm on February 20, 2015, the corporation became a non-operating entity.

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 August 31, 2015:


		Nutraceutical			Cardiovascular			Intersegment eliminations			Total

Revenue from external sales and royalties	$	4,370,545		$	6,999		$	‒		$	4,377,544
Other income – insurance recoveries		724,259			‒			‒			724,259
Depreciation and amortization		(598,122	)		(594,610	)		580,707			(612,025	)
Stock-based compensation		(344,587	)		(81,430	)		‒			(426,017	)
Finance income		334,748			920,473			(753	)		1,254,468
Finance costs		(392,562	)		(1,028	)		‒			(393,590	)
Reportable segment loss		(1,896,400	)		(1,240,605	)		579,954			(2,557,051	)
Reportable segment assets		102,663,519			33,027,500			(46,805,155	)		88,885,864
Reportable segment liabilities		21,015,217			1,847,844			(161,721	)		22,701,340

Three-month period ended August 31, 2014:


		Nutraceutical			Cardiovascular			Neurological			Intersegment Eliminations			Total

Revenue from external sales and royalties	$	2,615,321		$	7,539		$	‒		$	‒		$	2,622,860
Revenue from internal sales, internal research contracts or royalties		276,904			‒			‒			(276,904	)		‒
Depreciation and amortization		(425,038	)		(585,232	)		(81,325	)		662,032			(429,563	)
Stock-based compensation		(626,936	)		(421,369	)		(65,533	)		‒			(1,113,838	)
Finance income		39,315			26,319			‒			(13,125	)		52,509
Finance costs		(209,475	)		(283,268	)		(13,125	)		23,376			(482,492	)
Reportable segment loss		(11,123,796	)		(3,712,176	)		(684,392	)		672,283			(14,848,081	)
Reportable segment assets		133,579,519			41,364,223			3,516,407			(60,530,794	)		117,929,355
Reportable segment liabilities		27,970,718			9,275,296			21,995,797			(23,241,889	)		35,999,922

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

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

17.

Operating segments (continued):

Six-month period ended August 31, 2015:


		Nutraceutical			Cardiovascular			Intersegment eliminations			Total

Revenue from external sales and royalties	$	7,069,929		$	12,153		$	‒		$	7,082,082
Revenue from internal sales and internal research contracts		342,080			‒			(342,080	)		‒
Other income – insurance recoveries		724,259			‒			‒			724,259
Depreciation and amortization		(1,190,454	)		(1,182,454	)		1,161,414			(1,211,494	)
Stock-based compensation		(686,231	)		(157,063	)		‒			(843,294	)
Finance income		295,673			2,564,771			(55,753	)		2,804,691
Finance costs		(722,523	)		(1,991	)		‒			(724,514	)
Reportable segment loss		(6,422,094	)		(2,206,351	)		1,105,661			(7,522,784	)
Reportable segment assets		102,663,519			33,027,500			(46,805,155	)		88,885,864
Reportable segment liabilities		21,015,217			1,847,844			(161,721	)		22,701,340

Six-month period ended August 31, 2014:


		Nutraceutical			Cardiovascular			Neurological			Intersegment Eliminations			Total

Revenue from external sales and royalties	$	6,250,732		$	63,612		$	‒		$	‒		$	6,314,344
Revenue from internal sales, internal research contracts or royalties		503,753			‒			‒			(503,753	)		‒
Other income from royalty settlement		1,633,950			‒			‒			‒			1,633,950
Depreciation and amortization		(529,779	)		(1,167,612	)		(162,650	)		1,324,064			(535,977	)
Stock-based compensation		(1,803,081	)		(1,115,181	)		(357,443	)		‒			(3,275,705	)
Finance income		60,734			4,370,594			‒			(165,250	)		4,266,078
Finance costs		(478,864	)		(300,342	)		(26,250	)		26,250			(779,206	)
Reportable segment loss		(16,436,519	)		(2,355,754	)		(1,609,328	)		1,185,064			(19,216,537	)
Reportable segment assets		133,579,519			41,364,223			3,516,407			(60,530,794	)		117,929,355
Reportable segment liabilities		27,970,718			9,275,296			21,995,797			(23,241,889	)		35,999,922

Differences between the sums of all segments and consolidated balances are explained primarily by the cardiovascular and neurological segments operating under license issued by the nutraceutical segment, the ultimate owner of the original intellectual property used in pharmaceutical applications. The intangible license asset of the pharmaceutical segment and the amortization charge 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 subsidiaries. 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 Corporation or receive financing from the nutraceutical segment.

NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.

Notes to Consolidated Interim Financial Statements

(Unaudited)

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

18.

Related parties:

Transaction with key management personnel:

For the three-month and six-month periods ended August 31, 2015, a corporation controlled by the Chairman of the Board of Directors rendered consulting services amounted to $20,000 and $30,000 (nil in 2014), respectively. As at August 31, 2015, the balance due to this corporation amounts to $20,000 ($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 ended when the CFO was appointed.

See note 13 (b) for consulting services to be rendered by a member of the Board of Directors.

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 and six-month periods ended August 31, 2015 and 2014:


	Three-month periods ended				Six-month periods ended
	August 31,				August 31,
		2015		2014		2015		2014

Short-term benefits	$	291,430	$	385,039	$	597,548	$	954,766
Severance		‒		85,385		393,000		345,000
Share-based compensation costs		257,964		598,436		566,476		2,333,151
	$	549,394	$	1,068,860	$	1,557,024	$	3,632,917

19.

Subsequent event:

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:

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 August 31^st, 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.

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

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 June 1^st, 2015 and ended on August 31^st, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: October 14^th, 2015

/s/ Jim Hamilton

Jim Hamilton

Chief Executive Officer

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Mario Paradis, Chief Financial Officer (“CFO”) of Neptune Technologies & Bioressources Inc., certify the following:

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	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