Jindalee Lithium Ltd. has entered into a binding business combination agreement to list its US-based operations on the NASDAQ.
Under the agreement, Jindalee’s wholly-owned US subsidiary, HiTech Minerals Inc., will combine with Constellation Acquisition Corp I, a special purpose acquisition company (SPAC) sponsored by Antarctica Capital, to form a new entity, US Elemental Inc.
US Elemental will own the McDermitt lithium project in Oregon. Jindalee is expected to retain a majority interest of at least 80 per cent in the new entity upon completion, ensuring its shareholders maintain significant exposure to the long-term value of McDermitt.
The transaction implies a pro forma enterprise value of approximately US$571 million for US Elemental.
The McDermitt project is recognised as one of the largest lithium resources in the US.
Jindalee CEO Ian Rodger said: “The proposed transaction and US listing of US Elemental is expected to improve our ability to fund the next phase of work, including infill drilling, advanced metallurgical optimisation and feasibility level studies.”
The deal also contemplates a capital raise of between US$20 million and US$30 million to bolster the project’s balance sheet. This includes a binding US$4 million commitment from an affiliate of Antarctica Capital, with US$1.5 million to be funded immediately to support ongoing operations.
The move comes as the US government ramps up support for domestic critical minerals to secure supply chains for battery energy storage and electric vehicles.
By positioning the McDermitt project within a US-domiciled and NASDAQ-listed structure, the board believes US Elemental will be better aligned with local policy priorities and institutional investors.
Chandra Patel, CEO of Constellation and Managing Partner of Antarctica Capital, said:
“We believe US Elemental offers investors exposure to a significant US lithium resource at an important time for the industry.
“Demand for battery materials continues to grow and there is increasing emphasis on developing domestic sources of supply. The McDermitt project, combined with the US Elemental team’s experience and the scale of the resource, creates a strong platform for long-term growth.
“In addition, we believe our track record as a constructive and value-added sponsor makes us compelling partners to enable US Elemental to successfully execute its public listing and become an industry leader.”
Completion of the transaction remains subject to customary regulatory approvals and a vote by Jindalee’s shareholders, expected in the second quarter of 2026.
The company expects to list US Elemental by the second half of the calendar year.
