US Listing Update
Released
Released
Announcement PDF
Jindalee Lithium Limited www.jindaleelithum.com
ABN 52 064 121 133 E: enquiry@jindaleelithium.com
Level 2, 9 Havelock Street, West Perth, WA, 6005 P: +61 9321 7550
PO Box 1033, West Perth, WA 6872 F: +61 9321 7950
JLL
[xxx]
Engage with this announcement at the Jindalee Investor Hub
Jindalee Lithium Limited (Jindalee, or the Company; ASX: JLL, OTCQX: JNDAF) is pleased to provide an
update on plans to list the McDermitt Lithium Project (McDermitt, Project) on a US national securities
exchange.
Further to the Company’s announcement on 9 September 20251 regarding the non-binding Letter of Intent
(LOI) with Constellation Acquisition Corp. I (Constellation) and the subsequent announcement extending
the exclusivity with Constellation on 3 December 20252, Jindalee is pleased to advise the proposed US listing
of HiTech Minerals Inc. (HiTech), the Company’s wholly owned US subsidiary and owner of the Project, is
progressing well. The proposed transaction involves a merger between HiTech and Constellation, creating a
new US-listed vehicle, US Elemental, to advance McDermitt.
The Company has commenced marketing US Elemental to selected US investors with the binding Business
Combination Agreement (BCA) between Jindalee and Constellation expected to be finalised in January 2026.
Jindalee’s Managing Director and CEO Ian Rodger commented: “We are delighted to advise that listing plans
for McDermitt on a US national securities exchange, via US Elemental, continue to advance with momentum.
Drafting of the BCA is well advanced, marketing of US Elemental to investors is now underway and we look
forward to providing further updates as the transaction advances.”
A copy of the current presentation being used for US marketing purposes is enclosed.
Authorised for release by the Jindalee Board of Directors. For further information please contact:
IAN RODGER LINDSAY DUDFIELD
Managing Director & Chief Executive Officer Executive Director
T: + 61 8 9321 7550 T: + 61 8 9321 7550
E: enquiry@jindaleelithium.com E: enquiry@jindaleelithium.com
References
1. Jindalee Lithium ASX announcement 09/09/2025: “JLL Signs Non-Binding LOI to List McDermitt on a US Exchange”
2. Jindalee Lithium ASX announcement 03/12/2025: “McDermitt Drilling and US Listing Update”
JNDAF
18 December 2025
US Listing Update
• Plans for US listing of McDermitt progressing well; new company to be called US
Elemental
• Drafting of Business Combination Agreement (BCA) nearing completion, marketing of US
Elemental to investors underway
US Listing Update – December 2025
About Jindalee
Jindalee Lithium Limited is an Australian company focused on developing the McDermitt Lithium Project, one of the largest
lithium resources in the US With 100% ownership and unencumbered offtake rights, Jindalee is strategically positioned to
support America’s energy security and domestic supply of critical minerals. The Company completed a Pre-Feasibility Study
(PFS) late 2024, confirming McDermitt’s scale, long-life, and low-cost production potential, with strong engagement from US
government agencies, including the Department of Energy. As a deeply undervalued lithium developer, Jindalee presents a
compelling investment opportunity ahead of the next lithium market upcycle.
Competent Persons Statement
The Company confirms that it is not aware of any further new information or data that materially affects the information
included in the original market announcements by Jindalee Lithium Limited referenced in this report and in the case of
estimates of Mineral Resources, production targets, financial information and Ore Reserves, that all material assumptions and
technical parameters underpinning the estimates in the relevant market announcements continue to apply and have not
materially changed. To the extent disclosed above, the Company confirms that the form and context in which the Competent
Person’s findings are presented have not been materially modified from the original market announcements.
Forward-Looking Statements
This document may contain certain forward-looking statements. Forward-looking statements include but are not limited to
statements concerning Jindalee Lithium Limited’s (Jindalee’s) current expectations, estimates and projections about the
industry in which Jindalee operates, and beliefs and assumptions regarding Jindalee’s future performance. When used in this
document, the words such as “anticipate”, “could”, “plan”, “estimate”, “expects”, “seeks”, “intends”, “may”, “potential”, “should”,
and similar expressions are forward-looking statements. Although Jindalee believes that its expectations reflected in these
forward-looking statements are reasonable, such statements are subject to known and unknown risks, uncertainties and other
factors, some of which are beyond the control of Jindalee and no assurance can be given that actual results will be consistent
with these forward-looking statements.
INVESTOR PRESENTATION
December 2025
Securing
America’s
Lithium Supply
INVESTOR PRESENTATION | 2
U.S. Disclaimers
Basis of Presentation
This confidential presentation (together with oral statements made in connection herewith, the “Presentation Materials”) are
provided for informational purposes only and have been prepared to assist interested parties in making their own evaluation with
respect to a potential business combination among Jindalee Lithium Limited (“Jindalee”), its wholly owned subsidiary, HiTech
Minerals, Inc. (the “Company”), Constellation Acquisition Corp I (“Constellation”), US Elemental (“NewCo”) and the other parties
thereto (collectively, the “Contracting Parties”), and related transactions (the “Potential Business Combination”) and for no other
purpose. These Presentation Materials and information contained herein constitutes confidential information and is provided to
you on the condition that you agree that you will hold it in strict confidence and not reproduce, disclose, forward or distribute it in
whole or in part without the prior written consent of Jindalee, the Company and Constellation and is intended for the recipient
hereof only. By accepting, reviewing or reading these Presentation Materials, you will be deemed to have agreed to the obligations
and restrictions set out below. In addition, these Presentation Materials are intended solely for investors that are, and by
proceeding to receive these Presentation Materials you confirm that you are, qualified institutional buyers or institutions that are
accredited investors (as such terms are defined under the rules of the Securities and Exchange Commission (the “SEC”). These
Presentation Materials supersede and replace all previous oral or written communicationsrelating to the subject matter hereof.
Jindalee, the Company and Constellation reserve the right to negotiate with one or more parties and to enter into a definitive
agreement relating to one or more capital raising transactions at any time and without prior notice to the recipient of these
Presentation Materials or any other person or entity. Jindalee, the Company and Constellation also reserve the right, at any time
and without prior notice and without assigning any reason therefor (i) to terminate the further participation by the recipient or any
other person or entity in the consideration of, and proposed process relating to, a capital raising transaction, (ii) to modify any of
the rules or procedures relating to such consideration and proposed process and (iii) to terminate entirely such consideration and
proposed process. The recipient acknowledges that Jindalee, the Company and Constellation and their respective directors,
officers, employees, affiliates, agents, advisors or representatives are under no obligation to accept any offer or proposal by any
person or entity regarding a capital raising transaction. None of Jindalee, the Company and Constellation or any of their respective
directors, officers, employees, affiliates, agents, advisors or representatives has any legal, fiduciary or other duty to any recipient
with respect to the manner in which any capital raising process is conducted.
By your acceptance of these Presentation Materials, you acknowledge that applicable securities laws restrict a person who has
received material non-public information concerning a company from purchasing or selling securities of such company and from
communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person
is likely to purchase or sell such securities.
Certain information included herein describes or assumes the terms that are or will be included in the agreements between the
parties to the Potential Business Combination. Such agreements and terms are subject to change. The consummation of the
Potential Business Combination is subject to other various risks and contingencies, including customary closing conditions. There
can be no assurance that the Potential Business Combination will be entered into or consummated on the terms summarized
herein or otherwise. As such, the subject matter of these Presentation Materials is evolving and is subject to further change by
Jindalee, the Company and Constellation in their joint and absolute discretion.
No Offer or Solicitation
These Presentation Materials do not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to
purchase, any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with
the Potential Business Combination or any related transactions, nor shall there be any sale, issuance or transfer of any securities
in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such
jurisdiction. These Presentation Materials do not constitute either advice or a recommendation regarding any securities. No
offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as
amended (the “Securities Act”) or an exemption therefrom.
No Representations and Warranties
No representations or warranties, express, implied or statutory are given in, or in respect of, these Presentation Materials, and no
person may rely on the information contained in these Presentation Materials. Any data on past performance or modeling
contained herein is not an indication as to future performance. This data is subject to change. Each recipient agrees and
acknowledges that these Presentation Materials are not intended to form the basis of any investment decision by such recipient
and do not constitute investment, tax or legal advice. Recipients of these Presentation Materials are not to construe its contents, or
any prior or subsequent communications from or with any of the Contracting Parties or their respective representatives as
investment, legal or tax advice. Each recipient should seek independent third party legal, regulatory, accounting and/or tax advice
regarding these Presentation Materials. In addition, these Presentation Materials do not purport to be all-inclusive or to contain all
of the information that may be required to make a full analysis of the Potential Business Combination. Recipients of these
Presentation Materials should each make their own evaluation of the Company and NewCo, and of the relevance and adequacy of
the information and should make such other investigations as they deem necessary. Information disclosed in these Presentation
Materials is current as of the date of publication, and none of the Contracting Parties assume any obligation to update the
information in these Presentation Materials. Each recipient also acknowledges and agrees that the information contained in these
Presentation Materials (i) is preliminary in nature and is subject to change, and any such changes may be material and (ii) should
be considered in the context of the circumstances prevailing at the time and has not been, and will not be, updated to reflect
material developments which may occur after the date of these Presentation Materials. To the fullest extent permitted by law, in no
circumstances will any of the Contracting Parties or any of their respective subsidiaries, stockholders, affiliates, representatives,
partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or
loss of profit arising from the use of these Presentation Materials, its contents, its omissions, reliance on the information contained
within it or on opinions communicated in relation thereto or otherwise arising in connection therewith. These Presentation
Materials discuss trends and markets that the Company’s or NewCo’s leadership team believes will impact the development and
success of the Company or NewCo based on its current understanding of the marketplace and each recipient acknowledges this
information is preliminary in nature and subject to change. Neither the SEC nor any securities commission of any other U.S. or non-
U.S. jurisdiction has approved or disapproved of the Potential Business Combination described herein or determined that these
Presentation Materials are truthful or complete.
Forward-Looking Statements
Certain statements included in these Presentation Materials are not historical facts but are forward-looking statements, including
for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target,”
and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the
absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are
not limited to, (1) statements regarding estimates and forecasts of financial, performance and operational metrics and projections
of market opportunity; (2) references with respect to the anticipated benefits of the Potential Business Combination and the
projected future financial and operational performance of NewCo following the Potential Business Combination, which may be
affected by, among other things, competition, the ability of NewCo to grow and manage growth profitably, maintain relationships
and retain its management and key employees;; (3) the sources and uses of cash of the Potential Business Combination; (4) the
anticipated capitalization and enterprise value of NewCo following the consummation of the Potential Business Combination; (5)
statements regarding NewCo’s operations following the Potential Business Combination; (6) the amount of redemption requests
made by Constellation’s public shareholders; (7) current and future potential commercial relationships; (8) plans, intentions or
future operations of NewCo or the Company, including relating to the finalization, completion of any studies, feasibility studies or
other assessments or relating to attainment, retention or renewal of any assessments, permits, licenses or other governmental
noticesor approvals, or the commencementor continuationof any constructionor operations of plants or facilities;
INVESTOR PRESENTATION | 3
U.S. Disclaimers Continued
Forward-Looking Statements Continued
(9) the ability of NewCo to issue equity or equity-linked securities in the future; (10) the outcome of any legal proceedings that may
be instituted against the Contracting Parties; (11) changes to the proposed structure of the Potential Business Combination that
may be required or appropriate as a result of applicable laws or regulations; (12) the ability to meet stock exchange listing
standards following the Potential Business Combination; (13) the risk that the Potential Business Combination disrupts current
plans and operations of the Company; (14) the availability of federal, state or local government support, and risks related to
extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities;
and (15) expectations related to the terms and timing of the Potential Business Combination and the ability of the parties to
successfully consummate the Potential Business Combination. These statements are based on various assumptions, whether or
not identified in these Presentation Materials, and on the current expectations of the Contracting Company’s management and are
not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many
actual events and circumstances are beyond the control of the Contracting Parties. These forward-looking statements are subject
to a number of risks and uncertainties, as set forth in the slide entitled “Risk Factors” in the appendix to these Presentation
Materials and those set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements
and Risk Factor Summary” in Constellation’s Annual Report on Form 10-K for the year ended December 31, 2024, and in those
other documents that Constellation has filed, or that Constellation and NewCo will file, with the U.S. Securities and Exchange
Commission (the “SEC”). If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. The risks and uncertainties above are not exhaustive, and there may
be additional risks that none of the Contracting Parties presently know or that they currently believe are immaterial that could also
cause actual results to differ from those contained in the forward-looking statements. In addition, forward looking statements
reflect relevant Contracting Parties’ expectations, plans or forecasts of future events and views as of the date of these
Presentation Materials. Each of the Contracting Parties anticipate that subsequent events and developments will cause those
assessments to change. However, while the Contracting Parties may elect to update these forward-looking statements at some
point in the future, each of the Contracting Parties specifically disclaim any obligation to do so. These forward-looking statements
should not be relied upon as representing any of the Contracting Parties’ assessments as of any date subsequent to the date of
these Presentation Materials. Accordingly, undue reliance should not be placed upon the forward-lookingstatements.
Use of Projections
The projections, estimates and targets in these Presentation Materials are forward-looking statements that are based on
assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond any of the
Contracting Party's control. See "Forward-Looking Statements" above. The assumptions and estimates underlying the projected,
expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic, regulatory,
competitive, technological and other risks and uncertainties that could cause actual results to differ materially from those
contained in such projections, estimates and targets. The projections are for illustrative purposes only and should not be relied
upon as being necessarily indicative of future results. The assumptions and estimates underlying the prospective information are
inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties
that could cause actual results to differ materially from those contained in the prospective information. While all projections,
estimates and targets are necessarily speculative, each of the Contracting Parties believe that the preparation of prospective
information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the
date of preparation. Accordingly, there can be no assurance that prospective results are indicative of future performance or that
actual results will not differ materially from any results presented or indicated in the prospective information. The inclusion of
projections, estimates and targets in these Presentation Materials should not be regarded as an indication that any of the
Contracting Parties, or their representatives, considered or consider the financial projections, estimates and targets to be a
reliable prediction of future events. Neither the independent auditors of Constellation nor the independent registered public
accounting firm or mining consultants or engineers of the Jindalee, NewCo or the Company has audited, reviewed, compiled or
performed any procedures with respect to the projections for the purpose of their inclusion in these Presentation Materials, and
accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of
these Presentation Materials.
Non-GAAPMeasures
These Presentation Materials include certain financial measures not presented in accordance with United States generally
accepted accounting principles (“GAAP”). These non-GAAP financial measures are not measures of financial performance in
accordance with GAAP and may exclude items are significant in understanding and assessing the Company’s financial results.
Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or
other measures of profitability, liquidity or performance under GAAP. You should be aware that the Company’s presentation of
these measures may not be comparable to similarly-titled measures used by other companies. Jindalee and the Company believe
these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial
and business trends relating to the Company’s financial condition and results of operations. These Presentation Materials also
include certain projections of non-GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts
and projections of some of the information excluded from these projected measures, together with some of the excluded
information not being ascertainable or accessible, Jindalee and the Company are unable to quantify certain amounts that would
be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently,
no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward-looking non-GAAP
financial measures is included.
Important Information and Where to Find It
In connection with a Potential Business Combination, Constellation, Jindalee, the Company and NewCo are expected to prepare a
registration statement on Form S-4 (the “Registration Statement”) to be filed with the SEC by NewCo, which will include
preliminary and definitive proxy statements to be distributed to Constellation’s shareholders in connection with Constellation’s
solicitation for proxies for the vote by Constellation’s shareholders in connection with the Potential Business Combination and
other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities of NewCo
in connection with the completion of the Potential Business Combination. After the Registration Statement has been filed and
declared effective, Constellation will mail a definitive proxy statement and other relevant documents to its shareholders as of the
record date to be established for voting on the Potential Business Combination. Constellation’s shareholders and other interested
persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto, and the
definitive proxy statement/prospectus, in connection with Constellation’s solicitation of proxies for its extraordinary general
meeting of shareholders to be held to approve, among other things, the Potential Business Combination, because these
documents will contain important information about Constellation, Jindalee, the Company, NewCo and the Potential Business
Combination. Shareholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other
documents filed with the SEC regarding the Potential Business Combination and other documents filed with the SEC by
Constellation and NewCo, without charge, at the SEC’s website located at www.sec.gov or by directing a request to Constellation
AcquisitionCorp I, 1290 Avenue of the Americas, New York, NY 10104.
These Presentation Materials are not a substitute for the Registration Statement or for any other document that Constellation
and/or NewCo may file with the SEC in connection with the Potential Business Combination. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSETHEY WILL CONTAIN IMPORTANT INFORMATION.
INVESTOR PRESENTATION | 4
U.S. Disclaimers Continued
Important Information and Where to Find It
In connection with a Potential Business Combination, Constellation, Jindalee, the Company and NewCo are expected to prepare a
registration statement on Form S-4 (the “Registration Statement”) to be filed with the SEC by NewCo, which will include
preliminary and definitive proxy statements to be distributed to Constellation’s shareholders in connection with Constellation’s
solicitation for proxies for the vote by Constellation’s shareholders in connection with the Potential Business Combination and
other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities of NewCo
in connection with the completion of the Potential Business Combination. After the Registration Statement has been filed and
declared effective, Constellation will mail a definitive proxy statement and other relevant documents to its shareholders as of the
record date to be established for voting on the Potential Business Combination. Constellation’s shareholders and other interested
persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto, and the
definitive proxy statement/prospectus, in connection with Constellation’s solicitation of proxies for its extraordinary general
meeting of shareholders to be held to approve, among other things, the Potential Business Combination, because these
documents will contain important information about Constellation, Jindalee, the Company, NewCo and the Potential Business
Combination. Shareholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other
documents filed with the SEC regarding the Potential Business Combination and other documents filed with the SEC by
Constellation and NewCo, without charge, at the SEC’s website located at www.sec.gov or by directing a request to Constellation
AcquisitionCorp I, 1290 Avenue of the Americas, New York, NY 10104.
These Presentation Materials are not a substitute for the Registration Statement or for any other document that Constellation
and/or NewCo may file with the SEC in connection with the Potential Business Combination. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSETHEY WILL CONTAIN IMPORTANT INFORMATION.
Participants in Solicitation
Constellation, Jindalee, the Company and NewCo and their respective directors and executive officers, under SEC rules, may be
deemed to be participants in the solicitation of proxies of Constellation’s shareholders in connection with the Potential Business
Combination. Investors and security holders may obtain more detailed information regarding Constellation’s directors and
executive officers in Constellation’s filings with the SEC, including Constellation’s Annual Report on Form 10-K and the other
documents filed by Constellation with the SEC. Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to Constellation’s shareholders in connection with the Potential Business Combination,
including a description of their direct and indirect interests, which may, in some cases, be different than those of Constellation’s
shareholders generally, will be set forth in the Registration Statement. Shareholders, potential investors and other interested
persons should read the Registration Statement carefully when it becomes available before making any voting or investment
decisions.
Trademarks
These Presentation Materials contain trademarks, service marks, trade names and copyrights of third parties, which are the
property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in
these Presentation Materials are not intended to, and do not imply, a relationship with any Contracting Party, an endorsement or
sponsorship by or of any Contracting Party, or a guarantee that any Contracting Party will work or will continue to work with such
third parties. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in these Presentation
Materials may appear without the TM, SM, ® or © symbols, but such references are not intended to indicate, in any way, that any
Contracting Party or the any third- party will not as
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