Announcement PDF Prospectus Microba Life Sciences Limited ACN 617 096 652 SPP Offer For the offer to each Eligible Shareholder to subscribe for up to $30,000 of Shares at an issue price of $0.09 each (New Shares), with one (1) free attaching Option for every two (2) New Shares issued, exercisable at $0.14 each on or before the date that is two (2) years following their issue (New Option), to raise up to $2.0 million before costs (SPP Offer). The SPP Offer is fully underwritten by Morgans Corporate Limited and Canaccord Genuity (Australia) Limited up to $2.0 million. Placement Options Offer For the offer of 69,444,444 New Options to Placement Subscribers on the basis of one (1) New Option for every two (2) New Shares subscribed for by the Placement Subscribers under the Placement, exercisable at $0.14 each on or before the date that is two years following their issue (Placement Options Offer). General Meeting The issue of New Options and New Shares under the SPP Offer is subject to Shareholder approval being obtained at the general meeting proposed to be held on Friday, 8 August 2025 (General Meeting). No New Options or New Shares will be issued pursuant to the SPP Offer until such time as Shareholder approval has been obtained. The issue of New Options under the Placement Options Offer is subject to Shareholder approval being obtained at the General Meeting. No New Options will be issued to Placement Subscribers pursuant to the Placement Options Offer until such time as Shareholder approval has been obtained. SECURITIES PURCHASE PLAN INFORMATION The Securities Purchase Plan is currently scheduled to close at 5:00pm (AEST) on Wednesday, 6 August 2025. Valid applications must be received by that time. Details of how to apply for New Shares and New Options are set out in the SPP Offer Application Form accompanying this Prospectus. IMPORTANT INFORMATION This Prospectus is a transaction-specific prospectus issued in accordance with section 713 of the Corporations Act 2001 (Cth). If you are an Eligible Shareholder, this is an important document that requires your immediate attention. It should be read in its entirety. If after reading this Prospectus you have any questions about the Securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser. The Securities offered under this Prospectus should be considered speculative. Page 2 Table of contents Important information.......................................................................................................... 3 Letter to Shareholders......................................................................................................... 6 1 Key offer information ............................................................................................... 8 2 Investment overview ................................................................................................ 9 3 Details of the Offers ............................................................................................... 15 4 Application for Securities ...................................................................................... 21 5 Purpose and effect of the SPP and Placement ..................................................... 27 6 Rights and liabilities attaching to Securities ........................................................ 36 7 Risk factors ............................................................................................................. 42 8 Continuous disclosure documents ....................................................................... 49 9 Additional information ........................................................................................... 52 10 Directors' authorisation ......................................................................................... 62 11 Glossary .................................................................................................................. 63 12 Corporate Directory................................................................................................ 67 Prospectus Page 3 Important information This Prospectus is an important document and should be read in its entirety. You should seek professional advice if you have any questions about the Offers under this Prospectus, or any matter relating to an investment in the Company. General This Prospectus is dated Friday, 27 June 2025 (Prospectus Date) and was lodged with ASIC on that date. Neither ASIC nor ASX take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. This Prospectus is a transaction specific prospectus for an offer of ‘continuously quoted securities’ (as defined in the Corporations Act) and options to acquire continuously quoted securities. It has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering or “full form” prospectus. In preparing this Prospectus, regard has been had to the fact that the Company is a ‘disclosing entity’ for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to investors and their professional advisers. New Securities will not be issued on the basis of this Prospectus later than 13 months after the Prospectus Date. ASIC Class Order on Share Purchase Plans In certain circumstances, a listed company may undertake a share purchase plan in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (Class Order). This Class Order allows a share purchase plan to be conducted without the use of a prospectus once in any consecutive 12-month period. Exposure Period Under ASIC Corporations (Exposure Period) Instrument 2016/74, an exposure period does not apply to the Offers. Conditional Offers The issue of New Options and New Shares under the SPP Offer is subject to Shareholder approval being obtained at the general meeting proposed to be held on Friday, 8 August 2025 (General Meeting). No New Options or New Shares will be issued pursuant to the SPP Offer until such time as Shareholder approval has been obtained. The Company is unable to rely on the Class Order for the New Options because the Class Order relates to quoted shares only. Accordingly, while the Company satisfies the conditions of the Class Order for the offer of the New Shares under the SPP Offer, the Company is undertaking the SPP Offer under this Prospectus. The issue of New Options under the Placement Options Offer is subject to Shareholder approval being obtained at the General Meeting. No New Options will be issued to the Placement Subscribers, pursuant to the Placement Options Offer, until such time as Shareholder approval has been obtained. Electronic prospectus This Prospectus may be viewed in electronic form at https://ir.microba.com/ by Australian and New Zealand investors only. The electronic version of this Prospectus is provided for information purposes only. A paper copy of the Prospectus may be obtained free of charge on request during the relevant Offer Period by contacting the Company. The information on the Company’s website does not form part of this Prospectus. Risk factors Potential investors should be aware that subscribing for Securities in the Company involves a number of risks. The key risk factors of which investors should be aware of are set out in Section 7 of this Prospectus. These risks, together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Securities in the future. Accordingly, an investment in the Company should be considered highly speculative. The information provided in this Prospectus is not investment advice or financial product advice and has been prepared without taking into account your investment objectives, financial situation or particular needs (including financial and taxation issues). This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser before deciding whether to apply for Securities pursuant to this Prospectus. Overseas Applicants This Prospectus is not, and is not intended to constitute, an offer, invitation or issue in any place in which, or to any person to whom, it would be unlawful to make such an offer, invitation or issue. Prospectus Page 4 By applying for New Securities, including by submitting an Application Form or making a payment using BPAY®, an Applicant represents and warrants that there has been no breach of such laws. The distribution of this Prospectus and accompanying Application Forms (including electronic copies) outside Australia and New Zealand may be restricted by law and persons who come into possession of these documents should observe any such restrictions. Any failure to comply with such restrictions may contravene applicable securities laws. The Company disclaims all liability to such persons. Please refer to Section 4.5 for further information. Target market determination In accordance with the design and distribution obligations under the Corporations Act, the Company has determined the target market for the offer of New Options issued under this Prospectus. The Company will only distribute this Prospectus to those investors who fall within the target market determination as set out on the Company's website at https://ir.microba.com/. Publicly available information Information about the Company is publicly available and can be obtained from ASIC and ASX (including the ASX website at www.asx.com.au). The contents of any website or ASIC or ASX filing by the Company are not incorporated into this Prospectus and do not constitute part of the Offers. This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision on whether or not to invest in the Company or subscribe for New Securities. The Company has not authorised any person to give any information or make any representation in connection with an Offer which is not contained in this Prospectus. Any such extraneous information or representation may not be relied upon as having been authorised by the Company in connection with this Prospectus. Taxation implications The Directors do not consider it appropriate to give Shareholders advice regarding the taxation consequences of applying for Securities under this Prospectus. The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders. As a result, Shareholders should consult their professional tax adviser in connection with applying for Securities under this Prospectus. Forwardlooking statements This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place. Such forward-looking statements are provided as a general guide only and are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of our Company, the Directors and our management. Actual outcomes may differ materially from the events, intentions or results expressed or implied in any forward-looking statement in this Prospectus. The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. Neither the Company, the Joint Lead Managers and Underwriters, nor their respective Related Bodies Corporate or affiliates nor their respective directors, officers, partners, employees and agents give any warranty, representation, assurance or guarantee that the occurrence of the events expressed or implied in any of the forward-looking statements in this Prospectus will actually occur. In addition, please note that past performance should not be relied upon as (and is not) an indication or guarantee of future performance. The Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this prospectus, except where required by law. These forward-looking statements are subject to various risk factors that could cause the Company's actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 7 of this Prospectus. Prospectus Page 5 Disclaimer of representatio ns No person is authorised to provide any information or to make any representation in connection with the Offers that is not contained in this Prospectus. Any information or representations not contained in this Prospectus may not be relied upon as having been authorised by the Company, the Joint Lead Managers and Underwriters, any of their respective Related Bodies Corporate and affiliates, nor any of their respective directors, officers, partners, employees and agents in connection with the Offers. None of the Joint Lead Managers and Underwriters, any of their Related Bodies Corporate and affiliates, or any of their respective directors, officers, partners, employees, representatives or agents have authorised or caused the issue of this Prospectus or any action taken by you on the basis of such information. To the maximum extent permitted by law, the Joint Lead Managers and Underwriters, their Related Bodies Corporate and affiliates and each of their directors, officers, partners, employees, representatives or agents exclude and disclaim all liability for any expenses, losses, damages or costs incurred by you as a result of your participation in the Offers and this Prospectus being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. None of the Joint Lead Managers and Underwriters, any of their Related Bodies Corporate and affiliates, or any of their respective directors, officers, partners, employees, representatives or agents make any recommendations as to whether you or your related parties should participate in the Offers, nor do they make any representations or warranties to you concerning the Offers or any information, and you represent, warrant and agree that you have not relied on any statements made by the Joint Lead Managers and Underwriters, any of their Related Bodies Corporates and affiliates or any of their respective directors, officers, partners, employees, representatives or agents in relation to the New Shares, New Options or the Offers generally. The Joint Lead Managers and Underwriters may also hold interests in the securities of the Company or earn brokerage fees or other benefits from the Company. The engagement of the Joint Lead Managers and Underwriters by the Company is not intended to create any agency, fiduciary or other relationship between the Joint Lead Managers and Underwriters or any other investor. Determination of eligibility of investors for the purposes of the Offers is determined by reference to a number of matters, including legal requirements and regulatory requirements, logistical and registry constraints and the discretion of the Company and the Joint Lead Managers and Underwriters. To the maximum extent permitted by law, the Company, the Joint Lead Managers and Underwriters, their respective Related Bodies Corporate and affiliates, and their respective directors, officers, partners, employees and agents expressly disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion. To the maximum extent permitted by law, the Joint Lead Managers and Underwriters, their Related Bodies Corporate and affiliates, and their respective directors, officers, partners, employees and agents expressly disclaim all liability in respect of, makes no representation regarding and takes no responsibility for any part of this Prospectus. Applications Applications for New Securities offered by this Prospectus can only be made on an original Application Form accompanying this Prospectus. Please read the instructions in this Prospectus and on the accompanying Application Forms regarding the acceptance of an Offer. By completing an Application Form, lodging an Application Form with a stockbroker or otherwise arranging for payment of New Securities in accordance with the instructions on the Application Form, an Applicant acknowledges that they have received and read this Prospectus, acted in accordance with the terms of the Offer to which the Application Form relates and agree to all of the terms and conditions as detailed in this Prospectus. Meaning of terms Capitalised terms and certain other terms used in this Prospectus are defined in the Glossary in Section 11. References to $, A$, AUD, or dollar are references to Australian currency, unless otherwise stated. References to time relate to the time in Brisbane, Australia, unless otherwise stated. Prospectus Page 6 Letter to Shareholders Dear Shareholders, INVITATION TO PARTICIPATE IN SECURITIES PURCHASE PLAN We are pleased to invite you to participate in Microba Life Sciences Limited's (Microba or the Company) Securities Purchase Plan (SPP). The SPP allows you to acquire up to $30,000 of Shares in the Company at an issue price of $0.09 per Share (New Shares) plus one (1) free attaching Option exercisable at $0.14 per Option on or before the date that is two (2) years following their issue (New Option) for every two (2) New Shares acquired (SPP Offer). The SPP Offer is being conducted as part of a wider funding exercise to raise up to $14.5 million, comprising the $2.0 million SPP Offer and a Placement of $12.5 million. Proceeds from the Placement and SPP will be used to rapidly advance Microba’s commercialisation of its core tests, MetaXplore and MetaPanel, including: • Advancing the product development roadmap to support expanded clinical adoption in Australia and the UK. • Advancing scalable sales, marketing and commercial operations in Australia and the UK. • Developing targeted clinical evidence to underpin the product roadmap and drive clinical adoption. • Strengthening working capital and balance sheet flexibility. • Offer costs. The SPP gives Eligible Shareholders the opportunity to increase their Microba shareholding without paying brokerage fees or other transaction costs, irrespective of holding size. Eligible Shareholders can purchase up to $30,000 worth of New Shares at $0.09 per Share. The SPP is seeking to raise the SPP Offer Amount of $2.0 million. Oversubscriptions will be scaled back on a pro-rata basis (taking into account the shareholding of the relevant Eligible Shareholder). In addition, for every two (2) New Shares you will receive one (1) free New Option that will allow you buy a Share for $0.14 at any time on or before the date that is two years following their issue. The SPP Offer is fully underwritten by Morgans Corporate Limited and Canaccord Genuity (Australia) Limited up to $2.0 million. The Placement is not underwritten. Also included in this Prospectus is the offer of New Options under the Placement Options Offer. Under this offer, the Company invites the Placement Subscribers to apply for New Options in accordance with the placement letters entered into in connection with the Placement. The New Options are offered on the same basis as under the SPP Offer; namely, one (1) free New Option for every two (2) New Shares subscribed for in the Placement. These New Options are exercisable at $0.14 per New Option at any time on or before the date that is two years following their issue. Only Placement Subscribers who participated in the Placement may participate in the Placement Options Offer. The issue of New Options under the SPP Offer is subject to Shareholder approval being obtained at the general meeting proposed to be held on Friday, 8 August 2025 (General Meeting). No New Options will be issued pursuant to the SPP Offer until such time as Shareholder approval has been obtained. The issue of New Options under the Placement Options Offer is also subject to Shareholder approval being obtained at the General Meeting. In the event the resolution for the issue of the New Options under the Placement Options Offer is not passed, the Company will not issue New Options to Placement Subscribers. All the details pertaining to the SPP and the Placement Options Offer are contained in this Prospectus. Please read this Prospectus carefully before deciding whether or not to invest. An investment in the Company contains specific risks which you should consider before making that decision. A nonexhaustive list of risk factors relevant to an investment in the Company is set out in Section 7. If there is any matter on which you require further information, you should consult your stockbroker, accountant or other professional adviser. Prospectus Page 7 As a Board, we appreciate the support of our existing Shareholders and we have been mindful of providing existing Shareholders the opportunity to increase their investment in the Company on the same terms as the Placement. This SPP Offer represents an opportunity for shareholders to invest directly in the Company during an important point in our commercialisation history. On behalf of my fellow directors, I welcome your ongoing support. Yours sincerely. Pasquale Rombola Chair | Microba Life Sciences Limited Prospectus Page 8 1 Key offer information 1.1 Timetable1 Record Date 7:00pm, Friday, 20 June 2025 Announcement of SPP Offer Monday, 23 June 2025 Lodgement of Prospectus with ASIC and ASX Friday, 27 June 2025 Despatch of Prospectus Friday, 27 June 2025 Opening Date of SPP Offer and Placement Options Offer Friday, 27 June 2025 Issue of New Shares under the Placement (Tranche 1) Closing Date of SPP Offer2 and Placement Options Offer Friday, 27 June 2025 Wednesday, 6 August 2025 General Meeting Friday, 8 August 2025 Issue of New Shares and New Options under the SPP Offer (as approved at the General Meeting) Wednesday, 13 August 2025 Issue of New Shares under the Placement (Tranche 2) (as approved at the General Meeting) Wednesday, 13 August 2025 Issue of New Options under the Placement Options Offer (Placement (Tranche 1) and Placement (Tranche 2)) (as approved at the General Meeting) Wednesday, 13 August 2025 Despatch of Holding Statements for the New Shares and New Options under the SPP Offer and New Options under the Placement Options Offer Thursday, 14 August 2025 Trading commences for New Shares under SPP Offer Thursday, 14 August 2025 Note: 1. The above dates are indicative only and subject to change. The Company may vary these dates without notice, including whether to close an Offer early, extend an Offer, or accept late Applications, either generally or in particular cases. Investors who wish to submit an Application and subscribe for Securities under an Offer are encouraged to do so as soon as possible after the Offers open, as the Offers may close at any time without notice. 2. Subscribers under the SPP Offer should ensure that they have lodged their Application Form by this date. 1.2 Key SPP Offer details Offer Details Price per New Share under the SPP $0.09 New Shares offered under the SPP 22,222,223 New Options offered under the SPP 11,111,111 Cash proceeds of the SPP (before costs) $2.0 million (fully underwritten) Note: The figures in the table above assumes full subscription under the SPP Offer up to the SPP Offer Amount (given it is underwritten) and that no Existing Options will be exercised before the Record Date. Note: These figures are subject to rounding. Note: Refer to Section 9.2 for details of the Shareholder approval requirements at the General Meeting. 1.3 Key Placement details Offer Details New Shares to be issued under the Placement (Tranche 1) (issued on 27 June 2025) 67,177,796 New Shares to be issued under the Placement (Tranche 2) (to be issued to related and non-related parties - subject to Shareholder approval at the General Meeting) 71,711,093 New Options offered under the Placement Options Offer (Placement (Tranche 1) and Placement (Tranche 2)) (offered under this Prospectus - subject to Shareholder approval at the General Meeting) 69,444,444 Cash proceeds of the Placement (before costs) $12.5 million Note: Refer to Section 9.2 for details of the Shareholder approval requirements at the General Meeting. Note: These figures are subject to rounding. Prospectus Page 9 2 Investment overview This Section is a summary only and is not intended to provide full information for investors intending to apply for Securities offered pursuant to this Prospectus. This Prospectus should be considered in its entirety. Item Summary Further information Who is the issuer of this Prospectus and what is its business? Microba Life Sciences Limited ACN 617 096 652 (Company or Microba). - What is the purpose of the Placement and SPP Offer? Proceeds from the Placement and SPP will be used to rapidly advance Microba’s commercialisation of its core tests, MetaXplore and MetaPanel, and for working capital purposes. Sections 5.1 and 5.5 The business, assets and operations of the Company are subject to certain risk factors that have the potential to influence the operating and financial performance of the Company in the future. These risks can impact the value of an investment in the Securities of the Company. Potential investors should be aware that subscribing for Securities in the Company involves a number of risks. The key risk factors of which investors should be aware are set out below. Further industry specific and general risk factors are set out in Section 7 of this Prospectus. The risk factors described in this Investment Overview and in Section 7 are not intended to be an exhaustive list of risk factors to which the Company is exposed. Some examples of potential risks are: Section 7 The Company Microba is a precision microbiome company that develops and commercialises innovative diagnostic products, therapeutic programs, and microbiome testing services. Its technology platform is underpinned by proprietary bioinformatics and whole-genome metagenomic sequencing, enabling highresolution analysis of the human gut microbiome. Key risks What are the key risks of investment in the Company? • Regulatory and compliance risk; • Jurisdictional risk and new and unfamiliar markets; • Competition risk; • Clinical trial and delays and failures; • Intellectual property protection risks; • Access to capital risk; • Cybersecurity risk; • Supply chain disruption; • Dependency on key personnel; • Market acceptance and adoption operational risks; • Distribution partners risks; • Execution risk – Revenue milestones and scaling; • Assumption sensitivity risk – FX and pricing; and • Partner dependency – Lab and logistics execution. Directors and key management personnel Who are the Directors? The directors of the Company are: • Pasquale Rombola; • Ian Frazer; • Gene Tyson; • Richard Bund; Prospectus Section 9.6 Page 10 • Hyungtae Kim; and • Jacqueline Fernley, (together, the Directors). What are the significant interests of the Directors? Details of the personal interests of each of the Directors in the Securities of the Company, as well as their respective remuneration agreed with the Company, is detailed in Section 9.6. Section 9.6 The Company is currently listed on the ASX and its financial history, including its annual reports are available on the ASX announcements platform at https://www.asx.com.au/markets/trade-our-cashmarket/historical-announcements (ASX code "MAP"). The unaudited Pro-Forma Financial Information for the Company as at 31 December 2024 is set out in Section 5.11. Section 5.11 What is the SPP Offer? The SPP Offer is an opportunity for Eligible Shareholders to each subscribe for up to $30,000 worth of New Shares without brokerage fees or other transaction costs at a price of $0.09 per New Share. For every two New Shares applied for under the SPP, Eligible Shareholders will receive one free attaching New Option exercisable at $0.14 per New Option on or before the date that is two years following their issue. New Shares will be offered at $0.09 per New Share, being the same price to be paid by Institutional Investors under the Placement. The SPP Offer is seeking to raise a maximum of the SPP Offer Amount. Oversubscriptions will be scaled back on a prorata basis (taking into account the shareholding of the relevant Eligible Shareholder). Section 3.2 What is the purpose of the SPP Offer? The SPP Offer is being undertaken with a view to raising $2.0 million, being the SPP Offer Amount, in order to position the Company to achieve the objectives set out in Section 5.1. Section 5.1 Who is eligible to participate in the SPP Offer? Only Eligib