Form 6-K ioneer Ltd For: Jun 30

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Status of Ioneer Nasdaq Listing

Thursday, 30 June 2022 – ioneer Ltd (“ioneer” or the “Company”) (ASX: INR), an emerging lithium–boron supplier, today provides a status update on the process to list its securities on the Nasdaq Stock Market (“Nasdaq”).

ioneer has considered a secondary listing of its equity securities on Nasdaq in the United States. In connection with the potential listing, ioneer filed a registration statement on Form 20-F with the U.S. Securities and Exchange Commission (“SEC”), which the SEC declared effective on June 28, 2022. The Form 20-F contemplates that the securities will be issued pursuant to a Level II American Depository Receipt (ADR) program.  An ADR is a negotiable receipt issued by a United States depositary bank and evidencing ordinary shares of the Company that have been deposited with the depositary. Once the Company has satisfied certain remaining conditions to listing, Nasdaq is expected to provide the Company with an initial date for trading of the ADRs.

ioneer’s ordinary shares are currently listed on the Australian Securities Exchange (“ASX”) under the symbol “INR”. The ADR program, if established, is expected to complement the Company’s existing ASX listing, with ADR securities trading under the symbol “IONR” on Nasdaq. The ordinary shares will continue to trade on ASX following any Nasdaq listing.

The Form 20-F also contemplates that the Company will enter into a depositary agreement with The Bank of New York Mellon (“BNY Mellon”) under which BNY Mellon would act as depositary, custodian and registrar for the ADRs. Once the ADR program has been established, contact information for the depositary will be available along with instructions on how existing holders of ioneer ordinary shares can arrange to deposit their securities.

The ADR program would not be established in connection with a new issuance of ioneer ordinary shares.

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the U.S. Securities Act of 1933, as amended (“Securities Act”). This announcement is being issued in accordance with Rule 135 under the Securities Act.

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