US Elemental IPO Preview: McDermitt Lithium Project to List on NASDAQ in US$500M SPAC Deal
Jindalee geologists at McDermitt. Photo Credit: Jindalee Lithium.
A US$500 million implied equity valuation and an intended NASDAQ listing: that is the headline from Jindalee Lithium Ltd (ASX: JLL, OTCQX: JNDAF) after its wholly owned subsidiary, HiTech Minerals Inc., signed a definitive Business Combination Agreement (BCA) with Constellation Acquisition Corporation I, a Special Purpose Acquisition Company (SPAC) sponsored by Antarctica Capital, LLC, a US investment firm with more than US$10 billion in assets under management.1
The transaction will create US Elemental Inc., a newly formed, NASDAQ-listed holding company for Jindalee’s United States assets, centred on the McDermitt Lithium Project in Oregon and Nevada. With a 21.5 million tonne lithium carbonate equivalent (LCE) resource, McDermitt ranks among the largest known lithium deposits in the United States and is one of very few advanced domestic projects positioned to benefit from the surge in US critical minerals investment.
The deal is advised by Cohen & Company Capital Markets, a leading de-SPAC and critical minerals advisor, and is targeting a second half 2026 close, subject to shareholder approvals and regulatory conditions. Jindalee will retain more than 80% of the combined entity at closing, preserving direct exposure for existing shareholders — subject to future funding requirements — while accessing deep US capital markets.
Key Points
- HiTech Minerals Inc., the US subsidiary of ASX-listed Jindalee Lithium Ltd (JLL), has signed a BCA with Constellation Acquisition Corp. I to list on NASDAQ as US Elemental Inc.
- The transaction implies an equity valuation of US$500 million for HiTech and a pro forma enterprise value of approximately US$571 million for US Elemental.
- The deal contemplates a US$20-30 million capital raise, including a US$4 million binding commitment from Antarctica Capital affiliates, with US$1.5 million funded at BCA signing.
- McDermitt holds a 21.5 Mt LCE resource, a 63-year project life, and a Pre-Feasibility Study (PFS) projecting greater than 60% EBITDA margins over the first decade of production.
- Transaction close is targeted for second half 2026; Jindalee shareholders will own more than 80% of the combined entity.
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Company overview
Jindalee Lithium Ltd (ASX: JLL) is an ASX-listed mineral exploration and development company headquartered in Perth, Western Australia. Founded under the leadership of geologist Lindsay Dudfield, Jindalee has focused its strategy on advancing the McDermitt Lithium Project through its US subsidiary, HiTech Minerals Inc. (HiTech), which holds 100% of the McDermitt Project tenements.
As at 8 April 2026, Jindalee carried a market capitalisation of approximately A$49.7 million (approximately A$0.485 per share) with cash of A$6.5 million, investments of A$0.5 million, and nil debt, giving an enterprise value of A$42.7 million. The company has 102.5 million shares on issue on the ASX and trades on the OTCQX market in the United States under the ticker JNDAF.
The SPAC transaction is designed to unlock US capital for McDermitt by creating a separate, NASDAQ-listed vehicle, US Elemental Inc., while preserving Jindalee shareholders’ majority ownership and direct exposure to the project’s economics. The structure is a de-SPAC transaction, the same mechanism used by USA Rare Earth, MP Materials, and Critical Metals Corp to access US institutional capital for critical minerals development.
The McDermitt Project
McDermitt is a sedimentary lithium deposit straddling the Oregon-Nevada border. It is one of the largest lithium resources in the United States, with a 2023 mineral resource estimate of 21.5 million tonnes LCE at a 1,000 ppm lithium cut-off grade, comprising 11.1 Mt LCE in the indicated category and 10.4 Mt LCE inferred.
The project carries a maiden Probable Ore Reserve of 2.34 Mt LCE, established in 2024, representing approximately 10% of the total resource and forming the foundation for the PFS economic modelling. McDermitt is also notable for its potential magnesium co-product, which the company describes as a potential game-changer for project economics.
McDermitt is one of only 6 lithium projects with FAST-41 designation under the United States government’s federal permitting initiative, which fast-tracks coordination across federal agencies. It is also among the 10 initial FAST-41 transparency projects overall. In December 2025, a major permitting milestone, the Environmental Project Outline (EPO), was approved. Jindalee also holds a research and development partnership with the US Department of Energy, reflecting the project’s alignment with domestic critical minerals policy.
“McDermitt is one of the largest lithium (and magnesium) deposits in the US and of global significance. McDermitt is ideally situated to plug in to the growing US battery manufacturing industry.”Jindalee Lithium Ltd, Investor Presentation, April 2026
| Resource Category | Tonnage (Mt) | Li Grade (ppm) | LCE (Mt) |
|---|---|---|---|
| Indicated Resource | 1,470 | 1,420 | 11.1 |
| Inferred Resource | 1,540 | 1,270 | 10.4 |
| Total Resource | 3,000 | 1,340 | 21.5 |
| Probable Ore Reserve | 251 | 1,751 | 2.34 |
Source: Jindalee Lithium Ltd Investor Presentation, April 2026. Cut-off grade 1,000 ppm Li.
Pre-Feasibility Study highlights
Jindalee released a Pre-Feasibility Study (PFS) for McDermitt in November 2024, underpinning the project’s economic case. At a flat lithium carbonate price assumption of US$24,000 per tonne, the PFS projects robust returns across an initial 40-year economic evaluation period, with a total project life of 63 years. Key metrics are summarised below.
| PFS Metric | Value |
|---|---|
| Post-Tax NPV (8% discount rate) | US$3.23 billion |
| Post-Tax IRR | 17.9% |
| Capital Expenditure (initial) | US$3.02 billion (incl. US$495M contingency) |
| Lithium Carbonate Production (first decade) | 47,500 tpa average |
| EBITDA Margin (first 10 years) | +60% |
| C1 Operating Cost | US$8,080 per tonne LCE (bottom half of global cost curve) |
| Project Payback | 5 years from first production |
| Project Life | 63 years |
| Free Cash Flow (first decade) | US$6.6 billion (post-tax) |
Source: Jindalee Lithium Ltd Investor Presentation, April 2026. PFS values at US$24,000/t lithium carbonate price assumption. Post-tax NPV includes estimated value of 45X tax incentives.
The PFS positions McDermitt in the bottom half of the global lithium cost curve at US$8,080 per tonne LCE on a C1 basis. Net operating cashflow margins of approximately 17% pre-tax (including sustaining capital) are maintained at current spot prices, a level the company presents as evidence of resilience through the price cycle. Lithium carbonate has recovered approximately 118% from its June 2025 low as of the presentation date, and the presentation cites improving analyst sentiment from UBS, JPMorgan, Deutsche Bank, and Morgan Stanley.
“McDermitt presents a rare opportunity for counter-cyclic investors and partners looking to position in a commodity poised for immense growth in the coming decade. Magnesium emerging as potential gamechanger!”Jindalee Lithium Ltd, Investor Presentation, April 2026
Transaction overview
The BCA was signed on 9 April 2026 between HiTech Minerals Inc. and Constellation Acquisition Corporation I, a SPAC sponsored by Antarctica Capital, LLC. The transaction establishes US Elemental Inc. as a newly formed NASDAQ-listed holding company for Jindalee’s US assets, with HiTech and the McDermitt Project sitting beneath it as wholly owned subsidiaries.
Jindalee will roll over 100% of its equity in HiTech and is expected to own more than 80% of US Elemental at closing. The deal contemplates a capital raise of US$20-30 million, including a binding US$4 million Private Investment in Public Equity (PIPE) commitment from Antarctica Capital affiliates, with approximately US$1.5 million funded at BCA signing and approximately US$2.5 million at completion. A minimum cash condition of US$14 million (net of certain expenses) must be met at closing.
What is a PIPE?
A Private Investment in Public Equity (PIPE) is a mechanism by which institutional or accredited investors purchase shares in a company directly, at a negotiated price, outside of the open market. In de-SPAC transactions, a PIPE is commonly used to ensure the combined company has sufficient cash at closing — particularly when SPAC shareholders elect to redeem their shares. The PIPE investor commits capital at signing, providing certainty of funding regardless of redemption levels. In this transaction, Antarctica Capital affiliates have committed a binding US$4 million PIPE, with US$1.5 million funded at BCA signing.
The expected use of proceeds is the development of the McDermitt Project and transaction expenses. The target close is second half 2026, subject to Constellation and Jindalee shareholder approvals, satisfaction of the minimum cash condition, and customary regulatory and closing conditions.
| Transaction Detail | Value |
|---|---|
| Target Ticker | US Elemental Inc. (NASDAQ) |
| Exchange | NASDAQ |
| Implied Equity Valuation (HiTech) | US$500 million |
| Pro Forma Enterprise Value | ~US$571 million |
| Pro Forma Equity Value | US$586.2 million (at US$10.00/share) |
| Pro Forma Shares Outstanding | 58.6 million |
| Capital Raise Contemplated | US$20-30 million (PIPE) |
| Antarctica Capital PIPE Commitment | US$4 million binding (US$1.5M at signing) |
| Target Cash to Balance Sheet | US$15 million (illustrative; minimum cash condition is US$14 million net) |
| Use of Proceeds | McDermitt development (infill drilling, metallurgy, feasibility study) and transaction expenses |
| Lead Advisor | Cohen & Company Capital Markets |
| Target Close | Second half 2026 |
The pro forma ownership structure at closing (assuming 100% redemption of Constellation public shares) sees Jindalee Rollover Equity representing 85.3% of the combined entity, with sponsor shares at 9.8%, third-party PIPE shares at 4.2%, and Antarctica PIPE shares at 0.7%.
Ownership and funding
Jindalee Lithium’s register is anchored by its executive director and founder Lindsay Dudfield, whose associated entities hold 19.6% of JLL shares. Citicorp Nominees holds 13.3%, reflecting institutional custody positions, while Kevrex Pty Ltd (2.7%), UBS Nominees (2.6%), and BNP Paribas Nominees (2.5%) round out the top five shareholders. No existing shareholders are selling into the transaction; the capital raise is entirely new equity directed to the balance sheet and development costs.
The SPAC sponsor is Antarctica Capital, a US investment firm with more than US$10 billion in assets under management and a track record in critical minerals transactions. Cohen & Company Capital Markets, the transaction advisor, reports having announced or closed 186 deals since Q1 2021 representing more than US$77.8 billion in announced mergers and acquisitions and over US$26.1 billion in financing transactions. The firm claims 8 critical minerals de-SPAC transactions with a total transaction value exceeding US$8.7 billion and US$180 million in capital raised at the de-SPAC stage, per its own figures as of April 2026.
| Major Shareholder (JLL) | Holding (%) |
|---|---|
| Lindsay Dudfield & associated entities | 19.6% |
| Citicorp Nominees | 13.3% |
| Kevrex Pty Ltd | 2.7% |
| UBS Nominees | 2.6% |
| BNP Paribas Nominees | 2.5% |
Source: Jindalee Lithium Ltd Investor Presentation, April 2026. As at 8 April 2026.
Upcoming catalysts
The transaction roadmap runs through 2026 and into 2027, with a series of project and corporate milestones that will define the investment case for US Elemental post-listing. The near-term pipeline is as follows.
| Milestone | Expected Timing |
|---|---|
| SK-1300 and Selection Studies | Q1-Q2 2026 |
| Magnesium Testwork Results | Q2-Q3 2026 |
| Transaction Execution (shareholder votes) | Q2-Q3 2026 |
| Transaction Complete; US Elemental listed on NASDAQ | Q3-Q4 2026 |
| Phase 1 Drilling Program (infill, upgrade, hydro, geotech) | Q3-Q4 2026 |
| Build-out of Owners Team | Q4 2026 |
| Feasibility Study (pilot scale testing, plan optimisation, offtake agreements) | 2027 onwards |
| Future Growth Pipeline Opportunity Assessment | Q2 2026 onwards |
The One Big Beautiful Bill is estimated to make approximately US$11.8 billion in additional critical minerals funding available across the US government. Should McDermitt qualify under applicable program criteria, the company believes this could represent a further funding catalyst. The project’s existing Department of Energy research and development partnership and FAST-41 designation may strengthen its position in any grant process, though no funding has been committed.
Key risks
SPAC redemption and minimum cash condition. The transaction requires a minimum net cash condition of US$14 million at closing. If Constellation public shareholders redeem their shares in large numbers, the SPAC trust may be insufficient to satisfy this threshold, potentially requiring additional PIPE capital or renegotiation of terms. The illustrative transaction model assumes 100% redemption, meaning the entire US$20-30 million raise must come from PIPE investors.
Capital intensity and funding gap to production. The McDermitt PFS estimates initial capital expenditure of US$3.02 billion USD to bring the project into production. The transaction proceeds (targeting US$15 million to the balance sheet) will fund only the next phase of studies, not construction. Jindalee will need to secure substantially more capital, potentially through debt, offtake-linked financing, government grants, or joint venture partnerships, before McDermitt can advance to construction. The presentation explicitly notes that any such arrangements could reduce Jindalee’s proportionate ownership.
Lithium price and market recovery assumptions. The PFS economics are modelled at US$24,000 per tonne lithium carbonate. While the presentation notes prices have recovered approximately 118% from the June 2025 low, lithium carbonate has spent much of 2024 and 2025 well below this level. A sustained period of low prices would impair project economics, increase the difficulty of securing offtake agreements, and reduce investor appetite for development capital.
Permitting, regulatory, and community engagement. Despite FAST-41 status and EPO approval, McDermitt still requires significant permitting milestones, including completion of the Environmental Impact Statement process and engagement with the Walker River Paiute Reservation, which is located adjacent to the project. Permitting outcomes are inherently uncertain and could delay the construction timeline materially.
Forward-looking financial information. The PFS production target and associated financial forecasts, including the post-tax NPV of US$3.23 billion and the 17.9% IRR, are based on material assumptions including JORC modifying factors, a flat lithium carbonate price, and a production target that has not been independently audited. Actual results could differ materially from those described.