As filed with the Securities and Exchange Commission
on September 28, 2026.
Registration No. 333-297336
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5
TO
FORM
F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Chilwa
Minerals Limited
(Exact name of registrant as specified in its
charter)
| Australia |
|
1400 |
|
Not
Applicable |
(State or other jurisdiction
of
incorporation or organization) |
|
(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification Number) |
Chilwa Minerals Limited
Level 28, 140 St George’s Terrace
Perth, WA 6005
Australia
+61 8 6189 4924
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Vcorp
Services, LLC
25 Robert Pitt Drive, Suite 204
Monsey, New York 10952
Tel: +1 888 528 2677
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Andrew Reilly
Rimôn
Level 2, 50 Bridge Street
Sydney, NSW 2000, Australia
+61 2 9055 6965
andrew.reilly@rimonlaw.com |
|
Matthew
Bernstein
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New
York, NY 10105
mbernstein@egsllp.com
|
Approximate
date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act, check the following box: ☐
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act.
Emerging growth company
☒
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends
this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further
amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a)
of the Securities Act of 1933 or until the registration statement shall become effective on such dates as the Commission, acting pursuant
to said section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 5 (this “Amendment”)
to our Registration Statement on Form F-1 (File No. 333-297336), initially filed on July 23, 2026 (the “Registration Statement”),
is being filed as an exhibits-only filing to file an updated auditor consent. Accordingly, this Amendment consists only
of the facing page, this explanatory note, Part II of the Registration Statement, including the signature page and the exhibit index and
the filed exhibit. The remainder of the Registration Statement is unchanged and has been omitted from this Amendment.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM 6. Indemnification
of Directors and Officers.
Australian
law. Australian law provides that a company or a related body corporate of a company may provide for indemnification
of officers and directors, except to the extent of any of the following liabilities incurred as an officer or director of the company:
| ● | a
liability owed to the company or a related body corporate of the company; |
| ● | a
liability for a pecuniary penalty order made under section 1317G or a compensation order
under section 961M, 1317H, 1317HA, 1317HB 1317HC or 1317HE of the Corporations Act; |
| ● | a
liability that is owed to someone other than the company or a related body corporate of the
company and did not arise out of conduct in good faith; or |
| ● | legal
costs incurred in defending an action for a liability incurred as an officer or auditor of
the company if the costs are incurred: |
| ● | in
defending or resisting proceedings in which the person is found to have a liability for which
they cannot be indemnified as set out above; |
| ● | in
defending or resisting criminal proceedings in which the person is found guilty; |
| ● | in
defending or resisting proceedings brought by the Australian Securities & Investments
Commission or a liquidator for a court order if the grounds for making the order are found
by the court to have been established (except costs incurred in responding to actions taken
by the Australian Securities& Investments Commission or a liquidator as part of an investigation
before commencing proceedings for a court order); or |
| ● | in
connection with proceedings for relief to the person under the Corporations Act 2001, in
which the court denies the relief. |
Constitution. Our
Constitution provides that, except to the extent prohibited by the law and the Corporations Act and, to the extent that the officer is
not otherwise indemnified by us pursuant to an indemnity, we indemnify every person who is or has been an officer of the Company against
any liability or claim (other than legal costs that are unreasonable) incurred by that person as an officer. This includes any liability
or claim incurred by that person in their capacity as an officer of a subsidiary of the Company where the Company requested that person
to accept that appointment.
SEC
Position. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to
directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 7. Recent
Sales of Unregistered Securities.
Since July 1, 2023, the following changes have
been made to our ordinary share capital:
| ● | On
July 29, 2024, we issued 166,666 ordinary shares at an issue price of A$0.25, 166,666 ordinary
shares at an issue price of A$0.30 and 166,667 ordinary shares at an issue price of A$0.40
upon the exercise of unquoted options granted in connection with a capital raising transaction. |
| ● | On
October 22, 2024, we issued 4,287,070 ordinary shares in a placement to institutional and
individual investors at an issue price of A$0.86. |
| ● | On
November 5, 2024, we issued 1,139,546 ordinary shares comprising 813,965 shares under a share
purchase plan and 325,581 shares at an issue price of A$0.86 in a placement to an individual |
| ● | On
January 16, 2025, we issued 2,638,851 ordinary shares at an issue price of A$0.86 in a placement
to directors of the Company (Cadell Buss (9,000), Alexander Shaw (58,140), Manuel Mota (116,279))
and major shareholder (Luso Global Mining BV) (2,455,432). |
| ● | On
July 30, 2025, we issued 2,500,000 ordinary shares upon the exercise of performance rights
by a director, employee and former employees (Cadell Buss (1,721,740), Pauline Blundell (75,000),
John Lewis (175,000), and Philip Lucas (528,260)). |
| ● | On
August 4, 2025, we issued 198,886 ordinary shares at an issue price of A$0.25, 249,911 ordinary
shares at an issue price of A$0.30 and 102,605 ordinary shares at an issue price of A$0.40
upon the exercise of unquoted options granted in connection with a capital raising transaction. |
| ● | On
August 7, 2025, we issued 3,544,922 ordinary shares at an issue price of A$1.05 in a placement
to institutional and individual investors. |
| ● | On
August 14, 2025, we issued 258,535 ordinary shares at an issue price of A$0.25, 8,535 ordinary
shares at an issue price of A$0.30 and 8,535 ordinary shares at an issue price of A$0.40
upon the exercise of unquoted options granted in connection with a capital raising transaction. |
| ● | On
September 9, 2025, we issued 338,096 ordinary shares at an issue price of A$1.05 in a placement
to institutional and individual investors. |
| ● | On
September 11, 2025, we issued 190,000 ordinary shares at an issue price of A$0.25 upon the
exercise of unquoted options granted in connection with a capital raising transaction. |
| ● | On
October 10, 2025, we issued 47,619 ordinary shares at an issue price of A$1.05 in placement
to directors (Cadell Buss (28,571) and Alexander Shaw (19,048)). |
| ● | On
October 21, 2025, we issued 180,250 ordinary shares at an issue price of A$0.30 upon the
exercise of unquoted options granted in connection with a capital raising transaction. |
| |
● |
On October 31, 2025, we issued 3,891,666 ordinary shares at an issue price of A$1.20 in a placement
to institutional and individual investors. |
| |
● |
On November 5, 2025, we issued 1,087,667 ordinary shares at an issue price of A$1.20 in a placement
to institutional and individual investors. |
| ● | On
November 6, 2025, we issued 18,250 ordinary shares at an issue price of A$0.25 upon the exercise
of unquoted options granted in connection with a capital raising transaction. |
| ● | On
November 7, 2025 we issued 7,500,000 ordinary shares upon the exercise of Class A performance
rights by Luso Global Mining BV. |
| |
● |
On November 20, 2025, we issued
180,249 ordinary shares at an issue price of A$0.40 upon the exercise of unquoted options granted in connection with a capital raising
transaction. |
| |
● |
On November 27, 2025, we issued
56,250 ordinary shares at an issue price of A$0.30 upon the exercise of unquoted options granted in connection with a capital raising
transaction. |
| |
● |
On January 15, 2026, we issued
28,146 ordinary shares at an issue price of A$0.25 upon the exercise of unquoted options granted in connection with a capital raising
transaction. |
| |
● |
On January 19, 2026, we issued
1,708,527 ordinary shares at an issue price of A$1.20 in a placement to directors and related parties (Cadell Buss (16,667), José
Martins (191,860) and Mota Gestão e Participações SGPS SA (1,500,000)). |
| |
● |
On February 19, 2026, we issued
8,042 ordinary shares at an issue price of A$0.25, 55,146 ordinary shares at an issue price of A$0.40 upon the exercise of unquoted
options granted in connection with a capital raising transaction. |
| |
● |
On May 21, 2026, we issued 48,250 ordinary shares at an issue price of A$0.25 and 30,537 ordinary shares at an issue price of
A$0.40 upon the exercise of unquoted options granted in connection with a capital raising transaction |
None
of the foregoing transactions involved any underwriter, underwriting discounts or commissions, or any public offering. The recipients
of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with
a view to or for sale in connection with any distribution thereof, and appropriate legends were placed on the share certificates issued
in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of
these securities were made without any general solicitation or advertising.
ITEM 8. Exhibits
and Financial Statement Schedules.
| Exhibit |
|
Description |
| 1.1# |
|
Form
of Underwriting Agreement |
| 3.1# |
|
Constitution
of Chilwa Minerals Limited |
| 4.1# |
|
Form
of Deposit Agreement between Chilwa Minerals Limited and The Bank of New York Mellon as Depositary |
| 4.2# |
|
Form
of American Depositary Receipt (included in Exhibit 4.1) |
| 4.3# |
|
Form of Representative’s Warrant |
| 4.4# |
|
Form of Global Warrant to Purchase ADSs (included in Exhibit 4.5) |
| 4.5# |
|
Form of ADS Warrant Agent Agreement between Chilwa Minerals Limited and Computershare Inc., as warrant agent |
| 5.1# |
|
Opinion
of Rimon regarding the validity of the ordinary shares being issued and the ordinary shares underlying the warrants |
| 5.2# |
|
Opinion of Rimon regarding
the validity of the warrants |
| 10.1# |
|
Executive Services Agreement
between Chilwa Minerals Limited and Cadell Buss, dated July 1, 2023 |
| 10.2# |
|
Engagement
Letter between Chilwa Minerals Limited and Mark Laybourn, dated February 17, 2026 |
| 21.1# |
|
List
of subsidiaries of Registrant |
| 23.1 |
|
Consent of BDO Audit Pty Ltd |
| 23.2# |
|
Consent
of Rimon (included in Exhibit 5.1) |
| 23.3# |
|
Consent of Rimon (included
in Exhibit 5.2) |
| 24.1# |
|
Power
of Attorney (included in signature page to Registration Statement) |
| 107# |
|
Filing
Fee Table |
ITEM 9.
Undertakings.
The
undersigned Registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement, certificates
in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The
undersigned Registrant hereby undertakes that:
| (1) | For
purposes of determining any liability under the Securities Act of 1933, the information omitted
from the form of prospectus filed as part of this Registration Statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective. |
| (2) | For
the purpose of determining any liability under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized
in Perth, Australia on September 28, 2026.
| |
Chilwa Minerals Limited |
| |
|
| |
By: |
/s/ Cadell
Buss |
| |
Name: |
Cadell Buss |
| |
Title: |
Chief Executive Officer and
Managing Director |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Amendment No. 5 to the registration statement has been signed by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Cadell
Buss |
|
Chief Executive Officer and Managing Director |
|
September 28, 2026 |
| Cadell Buss |
|
(principal executive officer) |
|
|
| |
|
|
|
|
| /s/ Mark Laybourn |
|
Chief Financial Officer |
|
September 28, 2026 |
| Mark Laybourn |
|
(principal financial
officer and
principal accounting officer) |
|
|
| |
|
|
|
|
| * |
|
Chairman |
|
September 28, 2026 |
| Alexander Shaw |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
September 28, 2026 |
| Manuel Mota |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
September 28, 2026 |
| José Martins |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
September 28, 2026 |
| Graham Hewson |
|
|
|
|
| *By: |
/s/ Cadell Buss |
|
| |
Cadell Buss |
|
| |
Attorney-in-fact |
|
Signature
of Authorized U.S. Representative of the Registrant
Pursuant to the requirements of the Securities
Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Chilwa Minerals Limited, has signed
this Amendment No. 5 to the Registration Statement on September 28, 2026.
| |
By: |
/s/ Donald
J. Puglisi |
| |
Name: |
Donald J. Puglisi |
| |
Title: |
Managing Director |
