Jindalee’s US Elemental Valued at US$571M in Binding NASDAQ Listing Agreement

Transaction Structure and Valuation

Jindalee Lithium Limited (ASX:JLL) has announced that its wholly owned US subsidiary, HiTech Minerals, Inc., has entered into a binding Business Combination Agreement (BCA) with Constellation Acquisition Corp I, a US special purpose acquisition company (SPAC) sponsored by Antarctica Capital, LLC. The agreement establishes US Elemental Inc., a newly formed NASDAQ-listed company that will hold Jindalee’s US lithium assets, including the McDermitt Lithium Project in Oregon, one of the largest lithium resources in the United States.

The transaction implies a pro forma enterprise value for US Elemental of approximately US$571 million, with an implied equity valuation of US$500 million for Jindalee’s US assets. Jindalee is expected to retain a majority equity interest of 80% or more in US Elemental upon completion, subject to customary adjustments such as financing outcomes and Constellation shareholder redemptions. The deal also includes a capital raise of approximately US$20-30 million, which features a binding US$4 million commitment from an affiliate of Antarctica Capital, with US$1.5 million funded immediately upon signing and a further US$2.5 million at completion.

Strategic Rationale and Project Development

Jindalee’s Managing Director and CEO Ian Rodger described the BCA execution as a key milestone in accessing US capital markets to support the McDermitt Project’s development. The transaction aims to enhance funding for the next phase of work, including infill drilling, advanced metallurgical optimisation, and feasibility studies. Rodger highlighted the improved lithium market conditions and growing US government support for critical minerals development as positive factors underpinning the transaction.

The McDermitt Project has been designated as a FAST-41 Transparency Project by the US government, reflecting its strategic importance. Jindalee has engaged with the US Department of Energy on funded process optimisation efforts, and the project is positioned to contribute to domestic lithium supply chains aligned with national security priorities.

Completion of the transaction is subject to regulatory and closing conditions, including approvals by Constellation and Jindalee shareholders, NASDAQ listing approval, and satisfaction of a minimum cash condition of US$14 million net of certain expenses. The transaction will be implemented through a series of mergers involving Constellation, US Elemental, and merger subsidiaries, with HiTech becoming a wholly owned subsidiary of US Elemental.

Governance and Shareholder Support

Post-completion, the board of US Elemental is expected to include nominees from both Jindalee and Constellation, with Jindalee maintaining majority representation to oversee strategic direction. The transaction structure allows Jindalee shareholders to retain meaningful exposure to the McDermitt Project’s long-term value while benefiting from a US public listing.

The Jindalee board unanimously supports the transaction, considering it in the best interests of shareholders. Significant shareholders, including the Dudfield family and related entities holding approximately 19.6% of Jindalee’s issued capital, have committed to vote in favour of the transaction in the absence of a superior proposal.

Capital Raising and Advisors

The transaction contemplates a capital raise to fund transaction costs, working capital, and project activities such as a large infill drill program and feasibility studies. Cohen & Company Capital Markets is acting as financial and capital markets advisor and placement agent, while Alliance Advisors, LLC provides investor relations and communications support. Legal counsel includes Perkins Coie LLP for Jindalee and Kirkland & Ellis LLP for Constellation.

Contextualising the McDermitt Project and Market Environment

The McDermitt Lithium Project is a sediment-hosted lithium deposit with a 63-year project life and a post-tax net present value of US$3.23 billion at an 8% discount rate, according to a 2024 Pre-Feasibility Study. It is positioned as a low-cost, long-life source of battery-grade lithium carbonate, with strong metallurgical properties and potential magnesium by-product upside. The project is strategically important amid growing US government initiatives to secure domestic critical mineral supply chains, including the designation of lithium as a critical mineral and substantial funding programs for battery materials manufacturing.

In a broader market context, lithium demand is being driven by accelerating battery energy storage systems (BESS) growth, electric vehicles, and emerging AI data centre power requirements. The US lithium demand is projected to surge nearly 487% by 2030, intensifying the need for domestic supply options. Jindalee’s move to list its US lithium assets on NASDAQ through US Elemental aligns with these market dynamics and policy priorities.

This announcement follows Jindalee’s recent progress including the US government’s approval of the McDermitt Exploration Plan and strong drilling results reported in January 2026, which reinforce the project’s technical and strategic merits Jindalee Advances McDermitt Lithium Project with US Government Nod and SPAC Listing Progress.