Australia’s Jindalee Lithium (ASX:JLL, OTCQX:JNDAF) is strategically restructuring its US asset portfolio, announcing a definitive agreement to spin out these holdings into a newly formed entity, US Elemental. This new company is slated for a Nasdaq listing through a US$571 million blank-check merger with Constellation Acquisition (OTCID:CSTAF), a special purpose acquisition company (SPAC) sponsored by affiliates of Antarctica Capital, a New York-based investment firm managing over US$10 billion in assets.
Strategic Spin-Out and Nasdaq Listing
The transaction, unveiled on April 10, 2026, marks a significant move for Jindalee Lithium to unlock the inherent value of its US-based lithium resources. US Elemental will encompass Jindalee’s US asset portfolio, currently held by its wholly owned subsidiary, HiTech Minerals. The merger with Constellation Acquisition is designed to provide US Elemental with access to public markets, facilitating capital raising and strategic partnerships essential for advancing its projects.
Ian Rodger, CEO of Jindalee and the incoming CEO of US Elemental, articulated the strategic rationale behind the move. “Establishing US Elemental as a US-listed company represents an important milestone in unlocking the value of our U.S. lithium assets,” Rodger stated. He further added, “We believe the McDermitt project is one of the largest lithium resources in the United States, and this Transaction is expected to position the Company to access the capital and strategic partnerships needed to advance development.”
Flagship McDermitt Project at the Core
Central to US Elemental’s portfolio is the McDermitt lithium project in Oregon, which is widely recognized as one of the largest undeveloped lithium deposits in the United States. The new entity will also hold the Clayton North project in Nevada, further solidifying its presence in key US lithium jurisdictions.
Detailed projections for the McDermitt project underscore its substantial potential. According to a recently completed prefeasibility study, the asset boasts a resource of approximately 21.5 million metric tons of lithium carbonate equivalent. The study projects a robust 63-year mine life, with plans to produce roughly 47,500 metric tons of lithium carbonate annually during its first decade of operation. Financially, the McDermitt project demonstrates compelling economics, outlining an estimated US$3.2 billion net present value (at an 8 percent discount rate) and a 17.9 percent post-tax internal rate of return.
Funding and Investor Confidence
To support the next phase of technical studies and permitting, the transaction includes a concurrent capital raise targeting US$20 million to US$30 million. This capital infusion is partially anchored by a US$4 million private investment in public equity (PIPE) from affiliates of Antarctica Capital, the sponsor of Constellation Acquisition, alongside potential third-party investors. Post-transaction, US Elemental is projected to hold approximately US$15 million in cash, net of deal expenses, providing a solid financial foundation for its initial operational phases.
Chandra Patel, chair and CEO of Constellation and managing partner at Antarctica Capital, highlighted the strategic appeal for investors. “We believe US Elemental offers investors exposure to a significant US lithium resource at an important time for the industry,” Patel stated. He emphasized the growing demand for battery materials and the increasing focus on developing domestic sources of supply, positioning the McDermitt Project as a strong platform for long-term growth given its scale and the team’s experience.
Jindalee’s Continued Influence and Deal Conditions
Despite spinning out its US assets into a separately listed vehicle, Jindalee Lithium intends to maintain significant control over US Elemental. The Australian parent company will roll 100 percent of its equity interest into the new entity, expecting to hold approximately 80 percent or more of US Elemental post-close. This ownership stake is subject to customary adjustments and SPAC shareholder redemptions, ensuring Jindalee retains a dominant position in the strategic direction and operations of the newly listed company.
The completion of the merger is contingent upon several standard conditions, including regulatory and shareholder approvals, as well as a minimum cash condition of US$14 million. This transaction is poised to capitalize on the escalating global demand for battery metals, particularly lithium, and the strategic imperative for the United States to secure domestic supply chains for critical minerals.
