F-3 1 ny20077993x1_f3.htm F-3

As filed with the Securities and Exchange Commission on July 20, 2026

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

IONEER LTD

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)


Australia			Not Applicable
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

Suite 16.01, Level 16, 213 Miller Street

North Sydney, NSW 2060, Australia

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Bernard Rowe

Managing Director and Chief Executive Officer

61 (2) 9922-5800 (telephone)

Suite 16.01, Level 16, 213 Miller Street

North Sydney, NSW 2060, Australia

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Eric Scarazzo

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

Tel: (212) 351-4000

Fax: (212) 351-4035

Approximate date of commencement of proposed sale to the public: From time to time after the effectiveness of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

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 of 1933, 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 registration statement pursuant to General Instruction I.C. or a post-effective amendment thereon that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

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 term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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 date as the Commission acting pursuant to said Section 8(a), may determine.


			Page
ABOUT THIS PROSPECTUS			1
WHERE YOU CAN FIND MORE INFORMATION			2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			3
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES			4
PROSPECTUS SUMMARY			5
USE OF PROCEEDS			6
PROSPECTUS SUPPLEMENT			6
DESCRIPTION OF AMERICAN DEPOSITARY SHARES AND ORDINARY SHARES			7
DESCRIPTION OF SUBSCRIPTION RIGHTS			7
DESCRIPTION OF OTHER SECURITIES			8
PLAN OF DISTRIBUTION			9
LEGAL MATTERS			11
EXPERTS			11


Exhibits			Description
1.1*			Form of underwriting agreement for equity securities of the Company
1.2*			Form of underwriting agreement for debt securities of the Company
4.1			Deposit Agreement between ioneer Ltd and The Bank of New York Mellon, as depositary, and Owners and Holders of the American Depositary Shares (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form 20-F, filed on June 3, 2022)
4.2			Form of American Depositary Receipt evidencing American Depositary Shares (included in Exhibit 4.1)
4.3*			Form of certificate for preference shares
4.4*			Specimen warrant certificate
4.5*			Form of warrant agreement
4.6*			Form of subscription agreement to exercise rights to purchase ordinary shares
4.7*			Form of rights certificate to purchase ordinary shares
4.8			Form of debt securities indenture
4.9*			Form of unit certificate
5.1			Opinion of Ashurst Perkins Coie Australia, Australian counsel
5.2			Opinion of Gibson, Dunn & Crutcher LLP, U.S. counsel
23.1			Consent of Ashurst Perkins Coie Australia (included in Exhibit 5.1)
23.2			Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.2)
23.3			Consent of Ernst & Young
23.4			Consent of AtkinsRéalis Canada Inc.
23.5			Consent of Independent Mining Consultants, Inc.
23.6			Consent of Westland Engineering & Environmental Services
23.7			Consent of Mr. Yoshio Nagai
23.8			Consent of Mr. Brent Johnson
23.9			Consent of NewFields Mining Design & Technical Services, LLC
23.10			Consent of Geo-Logic Associates, Inc.
23.11			Consent of Mr. Chad Yeftich
23.12			Consent of Piteau Associates
24.1			Power of Attorney (contained on the signature page to this registration statement)
25.1**			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the Trustee under the debt securities indenture
96.1			S-K 1300 Technical Report Summary dated April 25, 2026 (incorporated by reference to Exhibit 15.11 to the Company’s Transition Report on Form 20-F, filed on April 29, 2026)
107			Filing Fee Table


IONEER LTD

By:	/s/ Bernard Rowe
	Name:	Bernard Rowe
	Title:	Managing Director and Chief Executive Officer (principal executive officer)


Signature	Title	Date

/s/ James D. Calaway	Executive Chairman (principal executive officer)	July 20, 2026
Name: James D. Calaway	Executive Chairman (principal executive officer)	July 20, 2026

/s/ Bernard Rowe	Managing Director & Chief Executive Officer (principal executive officer)	July 20, 2026
Name: Bernard Rowe		July 20, 2026

/s/ April Hashimoto	Interim Chief Financial Officer (principal financial and accounting officer)	July 20, 2026
Name: April Hashimoto		July 20, 2026

/s/ Alan Davies	Director	July 20, 2026
Name: Alan Davies	Director	July 20, 2026

/s/ Rose McKinney-James	Director	July 20, 2026
Name: Rose McKinney-James	Director	July 20, 2026

/s/ Margaret Walker	Director	July 20, 2026
Name: Margaret Walker	Director	July 20, 2026

/s/ Timothy Woodall	Director	July 20, 2026
Name: Timothy Woodall	Director	July 20, 2026


Authorized U.S. Representative

By:	/s/ April Hashimoto
	Name:	April Hashimoto
	Title:	Interim Chief Financial Officer