Jindalee Lithium (ASX: JLL | OTCQX: JNDAF) structures US listing to fund McDermitt and retain control

Jindalee Lithium Managing Director and Chief Executive Officer Ian Rodger spoke with MarketOpen to further discuss the execution of a binding Business Combination Agreement to establish US Elemental as a NASDAQ listed company that will hold the McDermitt Lithium Project in Oregon.

The transaction introduces a US domiciled structure designed to access US capital markets while maintaining majority ownership at the Jindalee level. It sets an implied enterprise value of approximately US$571 million and incorporates a defined funding pathway to support the next phase of project work.

This discussion covers how the structure changes funding access, preserves control, and positions McDermitt for the next stage of development – at a time when lithium market sentiment is turning decisively constructive.

What changes for funding and control at McDermitt under this structure?

The transaction establishes a structure where our US assets, including the McDermitt Project, are held within US Elemental, which is expected to be listed on NASDAQ upon completion. This positions the Project within a US listed entity aligned with US capital markets, policy and investor base – a market with demonstrated appetite for pre-development critical minerals assets. Recent de-SPAC transactions in this space, including MP Materials, USA Rare Earth and Critical Metals Corp, have raised substantial capital both at and following similar transactions.

As part of this Transaction we expect to raise US$20-30M and retain control through an expected majority ownership position of 80% or more in US Elemental. This maintains our oversight of project direction, capital allocation and development sequencing, while introducing additional funding pathways to support the next phase of work.

The capital raised is expected to fund key workstreams as part of the Feasibility Study and unlock significant value at McDermitt. This will include infill drilling, metallurgical testwork, additional baseline studies and permitting advancement.

How should investors assess valuation and ownership at completion?

The Transaction implies a pro forma enterprise value of approximately US$571 million for US Elemental, including an implied equity valuation of US$500 million attributed to our US assets. This reflects the agreed consideration for transferring HiTech into US Elemental, with shares initially valued at US$10 per share. This equity valuation represents a substantial premium to Jindalee’s current market capitalisation, and will form the benchmark for structuring the anticipated US$20–30 million capital raise.30 million raise is expected to be structured, underpinned by a binding US$4 million cornerstone commitment from an affiliate of the SPAC sponsor, Antarctica Capital.

Alternate Wording for the above “This equity valuation represents a substantial premium to Jindalee’s current market capitalisation and will form the benchmark for structuring the anticipated US$20–30 million capital raise. The raise is expected to be largely non-dilutive, anchored by a binding US$4 million cornerstone investment from an affiliate of the SPAC sponsor, Antarctica Capital.”

From an ownership perspective, we are expected to retain a majority interest of 80% or more in US Elemental at completion, subject to the abovementioned financing outcomes and levels of SPAC shareholder redemptions. This means our shareholders continue to hold primary exposure to the McDermitt Project within the new structure,.

The transaction introduces new capital alongside our retained position rather than replacing it. The key takeaway for investors is that, we remain the controlling shareholder with ongoing strategic direction and oversight, while gaining access to the world’s largest capital market – enabling us to fund McDermitt on materially less dilutive terms than would be available on the ASX alone.

What execution risks and conditions remain, and how are they being managed?

Completion of the transaction is subject to a series of conditions across approvals, funding and regulatory process. We require approval from Constellation shareholders and our own shareholders for the purposes of Listing Rule 11.4, along with listing approval from NASDAQ. The process also requires preparation of audited, SEC-compliant financial statements and an SK-1300 technical report, both of which will form part of the US registration statement that must be declared effective prior to completion.

On the Jindalee shareholder approval, we note that the Board has unanimously recommended the Transaction. In addition, entities associated with Executive Director Lindsay Dudfield, holding approximately 19.6% of Jindalee’s issued capital, have provided a binding commitment to vote in favour of the Transaction, absent a superior proposal.

A key funding condition is the minimum cash requirement of US$14 million net of certain expenses at completion. This is intended to ensure sufficient funding is available and is expected to be met through the contemplated capital raising alongside committed funding under the binding agreement. Jindalee is being advised by Cohen & Company Capital Markets, a leading de-SPAC and critical minerals advisor that has recently completed eight similar de-SPAC transactions in the critical minerals space alone, raising a combined US$180 million

There are also standard contractual closing conditions, including regulatory approvals and the absence of material adverse change events. The agreement allows for termination if completion has not occurred within 9 months, defining the execution timeframe.

How does this move translate into near term work and progress to feasibility?

The capital raised as part of this Transaction is expected to materially progress the Feasibility Study and remaining permitting workstreams over the next ~24 months, advancing toward a final investment decision. Critically, this funding is raised through US Elemental and US capital markets, providing a pathway to fund these workstreams on materially less dilutive terms than would otherwise be available to Jindalee Lithium shareholders. Key Feasibility Study workstreams include a major infill drilling campaign expected to commence in H2 2026, pilot-scale testwork, additional baseline studies and permitting advancement.

In the interim, Jindalee continues to fund ongoing activities from existing cash resources, including magnesium co-product testwork and baseline studies, to maintain momentum ahead of Transaction completion

Execution pathway now defined

With the execution pathway now clearly defined, the transaction positions McDermitt within a US listed structure aligned with US capital markets and policy settings, while maintaining majority ownership at the Jindalee level. The focus now shifts to meeting approval and funding conditions and advancing key work programs, including infill drilling and feasibility studies, that will guide the Project toward development readiness. Disciplined capital deployment and sequencing remain central to this next phase.