Malawian-focused Chilwa Minerals has advised that it had publicly filed a registration statement on Form F-1 (Registration Statement) with the United States Securities and Exchange Commission (SEC) in connection with a proposed public offering of American Depositary Shares (ADSs) to investors in the United States.
A registration statement on Form F-1 is filed with the SEC by non-US companies seeking to undertake an initial public offer in the United States. It is analogous to a prospectus for an Australian IPO but is more comprehensive. Chilwa appointed Rimon Law as its US legal counsel and BDO to undertake accounting due diligence.
Each ADS will represent 10 fully paid ordinary shares in the Company. The ADSs are expected to be issued under an American Depositary Receipt program to be established by the Company with a depositary bank. In connection with the Proposed Offering, the Company intends to seek a listing of the ADSs on the Nasdaq Capital Market (Nasdaq). Chilwa’s ordinary shares will continue to be quoted on the Australian Securities Exchange (ASX) under the code CHW. At this time no determination has been made on the amount to be raised or issue price, although the issue will be without shareholder approval and within Chilwa’s existing placement capacity under ASX Listing Rules.
Chilwa Founder and Managing Director, Cadell Buss commented:
“Filing the Form F-1 is a major milestone for Chilwa and represents the culmination of close to twelve months of intensive work. To reach this point — a proposed Nasdaq listing — in just three years since we listed on the ASX is a massive step for a company of our size, and one I am immensely proud of. I want to sincerely thank our consultants and advisers, our staff, and our Board for the commitment, expertise and belief that have made this possible.
“The United States is moving decisively to secure the rare earths and critical minerals its defence, energy and manufacturing sectors depend on, and the Chilwa Critical Minerals Project sits squarely within that priority. A Nasdaq listing would give us direct access to the deepest and most liquid capital market in the world, and to investors who understand the strategic value of critical minerals — complementing our ASX listing and providing the financial flexibility to keep advancing our project.”
