(Incorporated in Australia)

Note: This is a NASDAQ Uplisting – not an IPO. Chilwa Minerals Ltd. shares already trade under the symbol “CHW” on the Australian Securities Exchange. Each ADS represents 10 ordinary shares, according to the prospectus. 

We are a mineral exploration company looking to deliver growth and value for our shareholders through achieving success from exploration and evaluation programs.

Our principal activities are mineral exploration activities at the Chilwa Critical Minerals Project (the “Project”), which is located around the northern, western and southern shores of Lake Chilwa in southern Malawi.

Our project is dedicated to the exploration of heavy mineral sands, carbonatite-hosted rare earth elements and ionic adsorption clay with rare earth potential. We believe the project can develop into a viable mineral sands project. We are exploring a Tier 1 mineralized system in southern Malawi.

Note: We have not begun construction yet at the project site.

Malawi, a landlocked country in southeastern Africa famed for the warmth and kindness of its people, is known as “The Warm Heart of Africa.” It is bordered by Zambia to the west, Tanzania to the north and northeast, and Mozambique to the east, southeast and southwest. Malawi is an underexplored country and an emerging mining destination with a stable regime, a supportive government and a newly developed infrastructure network.

We hold, through our 100% owned subsidiaries Chilwa Minerals Africa Limited and Phalombe Minerals Limited, three exploration licenses that grant us the exclusive rights to carry out exploration for certain heavy mineral sands (“HMS”) and rare earth elements (“REE”) over a total tenement area of 881.0136 km².

A technical report in 2025 estimated that there were 4.54 metric tons of heavy mineral sands with Total Heavy Mineral (THM) content at 4.01 percent in the northern deposits known as Nkotamo, Halala, Beacon and Namanja West.

In addition, we have intersected high-grade REE in the clays below the mineral sands, with many highly prospective carbonatite targets to be assessed, including Chisi Island. Other targets that require ground truthing have been identified in the southern extension area and Mpyupyu Area. The first batch of REE analysis was undertaken in July 2024 as a pathfinder process to assess the potential coexistence of REEs in the heavy mineral concentrates. The REEs that were included in the analysis were Cerium (Ce₂O₃), Europium (Eu₂O₃), Gadolinium (Gd₂O₃), Lanthanum (La₂O₃), Neodymium (Nd₂O₃), Praseodymium (Pr₆O₁₁), Samarium (Sm₂O₃) and Ytterbium (Yb₂O₃). Diamond drilling in late 2024 has also yielded positive results, confirming the presence of REE mineralization. Substantial advancements in exploration and resource development in the REE sector have been made, with over 47 geophysical features/anomalies identified. We believe that the discovery of new exploration targets and the successful completion of several exploration and drilling programs have significantly strengthened our overall portfolio and positioned us well to continue to explore for REE, essential for various high-tech applications.

Note: Chilwa Minerals Ltd. is a pre-revenue company. 

Note: Net loss is in U.S. dollars (converted from Australian dollars) for the 12 months that ended Dec. 31, 2025.

(Note: Chilwa Minerals Ltd. priced its NASDAQ Uplisting deal – a public offering of 625,000 American Depositary Shares (ADS) – at $5.60 per ADS – and raised $3.5 million on Wednesday night, Sept. 30, 2026. Each ADS is the equivalent of 10 ordinary shares of Chilwa. The ADS offering represents 6.25 million ordinary shares. Note: The ADS are set to start trading under the symbol “CHWM” on the NASDAQ on Thursday, Oct. 1, 2026, and the company’s ordinary shares will still trade on the Australian Securities Exchange. The U.S. public offering includes warrants to buy 625,000 ADS at an exercise price of $5.60 per ADS. The warrants are exercisable immediately upon issuance; they will expire five years from the date of issuance.)

(Background:  Chilwa Minerals Ltd. had previously planned to offer 800,000 American Depositary Shares (ADS) – equivalent to 8 million ordinary shares – and the assumed IPO price would be $5.00 per ADS, based on the latest exchange rate – according to its F-1/A filing on Aug. 20, 2026. Background: Chilwa Minerals Ltd. has not stated the number of ADS that it intends to offer. However, Chilwa Minerals Ltd. disclosed the proposed U.S. equivalent price – US$6.11 – for its public offering – a NASDAQ Uplisting – of what’s expected to be about 1 million American Depositary Shares (ADS) – to raise about $6.1 million, according to an F-1/A filing on July 23, 2026. Each ADS equals 10 ordinary shares, the prospectus said.)