Microba Life Sciences Gains Strong Shareholder Approval for Capital Raising and Related Party Transactions

Unanimous Shareholder Backing for All Capital Raising Resolutions

At the General Meeting held on 24 July 2026, Microba Life Sciences secured overwhelming shareholder support for its capital raising strategy, with every resolution approved by significant majorities. The company confirmed that all motions were passed on a poll, consistent with the Notice of General Meeting distributed beforehand. These results demonstrate strong investor trust in Microba’s strategic direction and funding approach amid growing institutional interest in the microbiome diagnostics sector.

The consistently high voting percentages, ranging from 99.19% to 99.73%, indicate strong alignment between Microba’s board and its shareholders. This broad approval across multiple capital raising and related party transaction resolutions reflects shareholder confidence in the company’s funding strategy tailored to its growth stage and operational goals. The poll voting method ensures transparency and accurate documentation of shareholder preferences, including proxy votes cast according to shareholder instructions prior to the meeting.

Strong Approval for Placement Shares and Tranche 1 Ratification

The ratification of Tranche 1 Placement Shares, issued under ASX Listing Rule 7.1, received 257,314,702 votes in favor, representing 99.70% support, with only 780,011 votes against and 75,229,760 votes abstaining or held by proxies at their discretion. This confirms shareholder endorsement of the initial placement tranche already issued to investors, signaling confidence in the company’s capital raising mechanisms to support its operational and development objectives.

Following this, the authority to issue Tranche 2 Placement Shares under ASX Listing Rule 7.1 was also approved with 96,275,101 votes in favor (99.19%). The sequential approval of these tranches allows Microba to conduct a structured capital raise without interruptions in investor confidence or regulatory compliance. Such approvals are standard for biotech and diagnostics firms funding research, development, and commercialisation without the need for a full prospectus.

Authorization of Placement Options Across Multiple Issuance Tiers

Shareholders authorized the issuance of Placement Options, including both Tranche 1 and Tranche 2 options, with 170,845,401 votes in favor (99.54% support). This enables Microba to issue options alongside shares, a common capital raising practice that offers investors participation rights and enhances placement appeal. Options help growth-stage companies bridge valuation gaps and provide upside potential for investors accepting additional risk.

Separate approval for Tranche 2 Placement Options under ASX Listing Rule 7.1 received similarly strong support at 99.65%, with 325,332,223 votes in favor. Issuing options grants investors contractual rights to subscribe for shares at preset prices within defined periods, aligning investor and company interests during capital deployment and strategic initiatives. For Microba, structuring placements with options offers flexibility in capital management while funding research, testing, and commercialisation activities that drive value creation.

Related Party Share Issuances to Professor Ian Frazer and Mr Pasquale Rombola Approved

Shareholders approved the issuance of Tranche 2 Placement Shares to related party Professor Ian Frazer under ASX Listing Rule 10.11, with 326,197,344 votes in favor (99.65% support). This approval permits share issuance to a related party, a transaction requiring shareholder sanction due to potential conflicts of interest. The strong vote margin indicates shareholder confidence in Professor Frazer’s ongoing capital involvement. Similarly, issuance of Tranche 2 Placement Shares to related party Mr Pasquale Rombola was approved with 326,475,122 votes in favor (99.65%), reflecting comparable shareholder trust in this related party transaction.

The related party framework ensures transparency and shareholder protection when insiders or connected parties participate in capital raises. The high approval rates for both Professor Frazer and Mr Rombola indicate shareholders view their continued investment as aligned with company interests. Related party participation often signals internal confidence, as insiders typically invest further only when optimistic about the company’s prospects.

Related Party Options Issuance Approved for Both Professor Frazer and Mr Rombola

Shareholders approved issuing Tranche 2 Placement Options to Professor Ian Frazer, with 325,101,667 votes in favor (99.66% support). This mirrors the share issuance approval and grants him rights to subscribe for additional shares at predetermined prices, extending participation beyond the immediate placement. Issuing options alongside shares is a common practice that provides flexibility for related parties and institutional investors to adjust exposure based on performance and market conditions.

Similarly, the issuance of Tranche 2 Placement Options to Mr Pasquale Rombola passed with 99.65% support, receiving 325,054,445 votes in favor. These options provide contractual rights extending beyond the current capital raise, enabling ongoing participation in Microba’s growth. Structuring related party investments with options reflects confidence in the company’s medium-to-long-term value creation and aligns key stakeholders’ interests with shareholder outcomes.

Shareholder Placement Program and Options Approved for Retail Investors

Microba gained approval to issue Shareholder Placement Program (SPP) Shares under ASX Listing Rule 7.1, with 143,645,445 votes in favor (99.46% support). The SPP allows eligible shareholders to purchase additional shares directly, often at a discount, without requiring a prospectus. This provides retail investors an opportunity to participate on terms similar to institutional investors, promoting equitable shareholder engagement.

The authority to issue SPP Options also received 143,645,445 votes in favor (99.46%), allowing options to be offered alongside shares under the placement program. This dual approval enables retail shareholders to scale participation according to investment goals and risk tolerance. For Microba, offering retail participation mechanisms fosters engagement and aligns the shareholder base with management’s strategic vision.

Broker Options Authority Granted to Support Capital Raising

Shareholders authorized the issuance of Broker Options under ASX Listing Rule 7.1, achieving the highest approval margin at 333,148,122 votes in favor (99.73% support). Broker options are typically granted to financial advisers and underwriters as compensation for facilitating capital raises. These options incentivize brokers to support placements and contribute to successful capital raising by aligning their interests with investor acquisition and capital deployment.

The strong support for broker options reflects shareholder recognition of the importance of professional facilitation in capital raises. Brokers play a vital role connecting growth companies with investors, conducting due diligence, and managing logistics. Issuing options to brokers aligns their commercial interests with successful capital raises, enhancing the quality and scale of Microba’s capital raising efforts.

Microba’s Market Position and Microbiome Diagnostics Platform

Microba Life Sciences Limited leads in microbiome health diagnostics, leveraging advanced science to deliver clinical-grade microbiome tests that improve health outcomes. Headquartered in Brisbane at Level 10, 324 Queen Street, the company operates in a rapidly expanding microbiome diagnostics market driven by growing clinical and research interest in the gut microbiome’s role in health. Microba aims to provide accessible, clinical-grade testing empowering individuals and healthcare providers to make informed health decisions.

Microba’s business model focuses on developing, validating, and commercializing microbiome tests that reveal individual microbiome composition and function. The microbiome diagnostics market has grown steadily as its impact on digestive, metabolic, immune, and mental health is increasingly recognized. Capital raises approved at the General Meeting enable Microba to fund ongoing research, expand testing capabilities, build clinical validation, and scale commercial operations. The company facilitates investor engagement via ir.microba.com, promoting transparency on strategy and performance.

Strategic Impact of Capital Raise Approvals on Growth

Approval of all capital raising resolutions equips Microba with the financial and governance framework to advance its growth strategy across multiple fronts. Combining institutional placements, related party investments, retail participation, and broker facilitation creates a diversified capital base supporting various strategic objectives. For a microbiome diagnostics company, capital availability is critical to fund test development, clinical validation, regulatory approvals, and commercial scaling that drive long-term value.

The structured capital raising approach—including separate tranches, related party frameworks, retail participation, and broker facilitation—reflects a balanced capital management strategy addressing diverse investor interests while maintaining governance transparency. The strong shareholder support indicates confidence in management’s capital deployment aligned with shareholder value creation. These approvals authorize Microba to complete its capital raise and pursue the business goals the funding supports.

Robust Governance and Compliance Framework Underpinning the Capital Raise

All resolutions were voted on by poll, providing a transparent and precise record of shareholder preferences per motion. This method ensures accountability beyond show-of-hands voting, with each share carrying one vote and detailed results recorded. Proxy voting disclosures, as required under section 251AA of the Corporations Act 2001 (Cth), offer transparency on proxy votes cast for, against, or at proxy discretion. This governance aligns with ASX best practices and demonstrates Microba’s commitment to transparent capital management.

The meeting took place in Brisbane, Queensland, on 24 July 2026 at 1.00pm AEST, chaired by the Chief Executive Officer. Conducted under Microba’s constitution and the Corporations Act, shareholders received detailed advance notice of all resolutions. Disclosure of vote counts and percentages ensures all shareholders and market participants have equal access to information on outcomes and shareholder support levels. This transparency fosters market confidence in the integrity of Microba’s capital raising process.