Investor Webinar Presentation
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Announcement PDF
Entering the Next Growth Cycle
ASX Code JLL
JNDAF
OTCQX
jindaleelithium.com
Investor Presentation | June 2026
US Elemental S-4 Filing - Transaction and Project Progress Update
2
Warning Statement
All amounts are in US$ unless stated otherwise.
This Presentation has been prepared by Jindalee Lithium Limited (“Jindalee,” or “JLL”)
and is authorised for release by its Chief Executive Officer, Mr. Ian Rodger. This
presentation provides general background information about Jindalee’s activities,
including to assist interested parties in making their own evaluation with respect to a
potential business combination among 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”). That
information is current at the date of this presentation and remains subject to change
without notice. Certain information in this presentation has been derived from third
parties and though Jindalee has no reason to believe that it is not accurate, reliable,
or complete, it has not been independently audited or verified by Jindalee. Except to
the extent required by law, Jindalee makes no representations or warranty as to the
accuracy, reliability, or completeness of information in this document and does not
take responsibility for updating any information or correcting any errors or omissions
which may become apparent after this presentation is released. 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 this Presentation is evolving and is subject
to further change by Jindalee, the Company and Constellation in their joint and
absolute discretion.
This presentation is for information purposes only and is a summary and does not
purport to be complete nor does it contain all the information which would be required
in, nor is it, a prospectus, product disclosure statement, or other disclosure document
under Australian law or any other law (and will not be lodged with the Australian
Securities and Investments Commission or any foreign regulator) and is not, and does
not constitute, an invitation or offer of securities for subscription, purchase, or sale in
any jurisdiction. In particular, this presentation does not constitute an offer to sell, a
solicitation of an offer to buy, or a recommendation to purchase, an invitation or offer
of securities for subscription, purchase, or sale in the United States or any other
jurisdiction in which such an offer would be illegal. This presentation does 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.
The Pre-Feasibility Study, including the production target and the forecast financial
information derived from the production target, referred to in this presentation (PFS)
was first released to the ASX on 19 November 2024 (PFS Announcement). This
presentation includes summary excerpts from the PFS and does not purport to be all-
inclusive or complete and should be read together with the PFS Announcement. The
Jindalee confirms that all material assumptions and technical parameters
underpinning the production target and the forecast financial information derived from
the production target, in the PFS Announcement continue to apply and have not
materially changed.
Shareholders and prospective investors should be aware that the PFS and this
presentation does not include any forecast financial information in respect of the
period after the initial 40 years of the Processing Schedule (post single commission
and ramp up year), as Jindalee cannot, at this stage, provide forecast financial
information for that subsequent period.
This presentation contains certain forward-looking statements, including forecast
financial information. Forward-looking statements include but are not limited to
statements concerning 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 that it has a reasonable basis for those forward looking statements and
forecast financial information, including the use of a flat US$24,000/t lithium carbonate
price in the PFS, the production target set out in this presentation and the financial
information based on it , 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. The basis for that conclusion is contained throughout the PFS
Announcement and all material assumptions, including the JORC modifying factors,
upon which the forward looking statements and forecast financial information are
based, are disclosed in the PFS Announcement and this presentation should be read
together with the PFS Announcement.
To achieve the range of outcomes indicated in the PFS, the PFS estimates that
funding in the order of US$3.02B in construction capital will be required. Shareholders
and investors should be aware that there is no certainty that Jindalee will be able to
raise the required funding when needed and it is possible that such funding may only
be available on terms that may be highly dilutive or otherwise adversely affect
Jindalee shareholders’ exposure to the McDermitt Lithium Project (Project)
economics. Specifically, as outlined in the PFS Announcement, Jindalee intends to
pursue potential third party partnerships (with parties who have the potential to be
joint venture partners in the Project) to advance the Project and may pursue other
value realisation strategies such as a sale or partial sale of the Project or underlying
future commodity streams. If it does so, such arrangements may materially reduce
Jindalee’s proportionate ownership of the Project and/ or adversely affect Jindalee
shareholders’ exposure to the Project economics.
Statements in this presentation regarding the Jindalee’s business, which are not
historical facts, are forward-looking statements that involve risks and uncertainties.
These include, among others, risks and uncertainties related to Mineral Resource and
Ore Reserve estimates, production targets, forecast financial information, lithium
carbonate prices, capital and operating costs, risks related to results of current or
planned exploration activities, changes in market conditions, obtaining appropriate
approvals to undertake exploration activities in the portfolio of projects, changes in
exploration programs and budgets based upon the results of exploration, future prices
of minerals resources; grade or recovery rates; accidents, labour disputes, and other
risks of the mining industry; delays in obtaining government approvals or financing or
in the completion of development or construction activities; movements in the share
price of investments and the timing and proceeds realized on future disposals of
investments, force majeure events, as well as those factors detailed in the PFS
Announcement or, from time to time, in the Company’s interim and annual financial
statements and reports, all of which are available for review on ASX at asx.com.au
and OTC Markets at otcmarkets.com.
Although the Company has attempted to identify important factors that could cause
actual actions, events or results to differ materially from those described in forward-
looking statements will prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements. Accordingly, readers
should not place undue reliance on forward-looking statements. To the extent
permitted by law, Jindalee and its officers, employees, related bodies corporate and
agents disclaim all liability, direct, indirect or consequential (and whether or not arising
out of the negligence, default, or lack of care of Jindalee and/or any of its agents) for
any loss or damage suffered by a recipient or other persons out of, or in connection
with, any use or reliance on this presentation or information. This presentation does
not constitute investment advice and has been prepared without taking into account
any investor's particular investment objectives, financial circumstances or particular
needs and the opinions and recommendations in this presentations are not intended
to represent recommendations of particular investments to particular persons. You
should seek professional advice when deciding if an investment is appropriate. All
securities transactions involve risks, which include (among others) the risk of adverse
or unanticipated market, financial or political developments.
Please refer to Appendix 1 for details of the Competent Persons Statement’s relating
to the Mineral Resources and Ore Reserves contained in this Presentation.
3
Warning Statement – USA Specific
All amounts are in US$ unless stated otherwise.
No Offer or Solicitation: The Presentation does 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. The Presentation does 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, the Presentation, and no person may
rely on the information contained in the Presentation. Any data on past performance
or modelling contained herein is not an indication as to future performance. This data
is subject to change. Each recipient agrees and acknowledges that the Presentation
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 the Presentation 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 the Presentation. In addition, the Presentation
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
the Presentation 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 the Presentation is
current as of the date of publication, and none of the Contracting Parties assume any
obligation to update the information in the Presentation. Each recipient also
acknowledges and agrees that the information contained in the Presentation (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 the Presentation. 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 the Presentation, its
contents, its omissions, reliance on the information contained within it or on opinions
communicated in relation thereto or otherwise arising in connection therewith. The
Presentation 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 the Presentation are truthful or complete.
Trademarks: The Presentation 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 the
Presentation 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 the Presentation 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 assert, to the fullest extent under applicable law, their
rights or the right of the applicable licensor to these trademarks, service marks, trade
names and copyrights.
Industry and Market Data: Industry and market data used in the Presentation has
been obtained from third-party industry publications and sources as well as from
research reports prepared for other purposes. Neither Constellation, NewCo, the
Company nor Jindalee has independently verified the data obtained from these
sources and cannot assure you of the reasonableness of any assumptions used by
these sources or the data’s accuracy or completeness.
No Incorporation by Reference: The contents of any websites or other citations
referenced in the Presentation is not incorporated by reference herein.
No Incorporation by Reference: The contents of any websites or other citations
referenced in the Presentation is not incorporated by reference herein.
Forward-Looking Statements: Certain statements included in the Presentation 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 notices or
approvals, or the commencement or continuation of any construction or operations of
plants or facilities;
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 the
Presentation, 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 the
Presentation 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 the Presentation. 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 the Presentation. Accordingly, undue reliance should
not be placed upon the forward-looking statements.
4
Warning Statement – USA Specific
All amounts are in US$ unless stated otherwise.
Use of Projections: The projections, estimates and targets in the Presentation 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 the Presentation 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 the Presentation, and
accordingly, neither of them expressed an opinion or provided any other form of
assurance with respect thereto for the purpose of the Presentation.
Non-GAAP Measures: The Presentation 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. The Presentation 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 have filed 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 Acquisition Corp I, 1290
Avenue of the Americas, New York, NY 10104.
The Presentation 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 BECAUSE THEY 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.
Agenda
Transaction Recap
Funding Update
S-4 Filed
Catalysts and
Timeline
Q&A
01.
02.
03.
04.
05.
Up to A$11M capital raise - Placement, Entitlement Offer and commitments
US Elemental, the US$500M equity valuation and the path to a NASDAQ listing
Registration statement now with the SEC - the critical path to completion
Key corporate and project milestones through 2026 and beyond
Questions and answers
5
Funding Update
Capital raise of up to A$11M announced 8 May 20261,2 - funding the US Elemental Transaction and key McDermitt Project activities
PLACEMENT
~A$8.5M
~A$8.4M closed. Placement to Directors
subject to 30 June 2026 shareholder approval.
KEY TERMS
Issue price: A$0.46 per share
Attaching option: 1 free option per share
(subject to 30 June 2026 shareholder approval)
Option terms: A$0.60 exercise, expiring 30 June
2029
Largely completed
ENTITLEMENT OFFER
Up to ~A$2.5M
Offer period extended to 12 June 20263
ahead of the recent S-4 filing.
KEY TERMS
Ratio: 1 for 19 shares held as at 13 May 2026
Terms: Same as Placement
Closes: 12 June 2026
Extended to 12 June 2026
COMMITMENTS SECURED
~A$10.2M
Combined Placement and Entitlement Offer
commitments to date.
BREAKDOWN5
~A$8.4M: Initial Placement
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