Chilwa Minerals Files SEC Application for Proposed Nasdaq Offering

Chilwa Minerals (ASX: CHW) has publicly filed a Form F-1 registration statement with the US Securities and Exchange Commission (SEC) for a proposed public offering of American Depositary Shares.

The company intends to seek a listing of the depositary shares on the Nasdaq Capital Market while maintaining the quotation of its ordinary shares on the Australian Securities Exchange.

Each American Depositary Share will represent 10 fully paid Chilwa ordinary shares under a depositary receipt program to be established with a depositary bank.

The number of securities to be offered, issue price, and amount to be raised have not yet been determined.

US Offering Framework

A Form F-1 registration statement is used by non-US companies seeking to undertake an initial public offering in the US, performing a similar function to an Australian prospectus.

The offering cannot proceed until the registration statement becomes effective following SEC review, and remains subject to market conditions, Nasdaq approval, and final approval from Chilwa’s board.

Chilwa intends to use the proposed listing to enhance its exposure to US investors focused on rare earths and other critical minerals, citing increased government and industry efforts across the US and allied countries to diversify supply chains supporting defence, clean energy, EVs, and advanced manufacturing.

Its 100%-owned Chilwa critical minerals project in southern Malawi contains rare earth and heavy mineral sands opportunities the board believes could align with this strategic demand, pointing to the October 2025 critical minerals framework between the US and Australia as evidence of stronger policy support for expanding mining and processing capacity.

Major Strategic Step

Founder and managing director Cadell Buss described the filing as a major step following almost 12 months of preparation.

“To reach this point […] 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,” Mr Buss said.

“The US 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.”

Chilwa will continue updating investors as the SEC review, Nasdaq application, and proposed offering progress.