Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
On April
22, 2026, Constellation Acquisition Corp. I (“CSTA”) and HiTech Minerals Inc. (“HiTech”) held a webinar at 10
a.m. Eastern Time to discuss the proposed business combination between CSTA, HiTech and US Elemental Inc. (“PubCo”) (the “Business
Combination”) and anticipated listing of PubCo on Nasdaq (the “Webinar”). The transcription of the Webinar (the “Transcript”)
is furnished hereto as Exhibit 99.1 and incorporated by reference into this Item 7.01.
The information
in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not
be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended (the “Securities Act”)
or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K (this “Current
Report”) will not be deemed an admission as to the materiality of any information of the information in this Item 7.01.
Certain
statements included in this Current Report, including the Transcript, 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, projections of market opportunity, anticipated size of the lithium resources, expected support from Jindalee Lithium Limited
(“Jindalee”), expected NPV or post-tax IRR, and planned production per year; (2) references with respect to the anticipated
benefits of the Business Combination and the projected future financial and operational performance of PubCo following the Business Combination,
which may be affected by, among other things, competition, the ability of PubCo to grow and manage growth profitably, maintain relationships
and retain its management and key employees; (3) the sources and uses of cash of the Business Combination; (4) the anticipated capitalization
and enterprise value of PubCo following the consummation of the Business Combination; (5) statements regarding PubCo’s operations
following the Business Combination; (6) the amount of redemption requests made by CSTA’s public shareholders; (7) current and future
potential commercial relationships; (8) plans, intentions or future operations of PubCo or HiTech, 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; (9) the ability of PubCo or CSTA to issue equity or equity-linked securities in the future or raise additional capital
in a PIPE financing; (10) the outcome of any legal proceedings that may be instituted against Contracting Parties (as defined below);
(11) changes to the proposed structure of the 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 Business Combination; (13) the risk that the Business
Combination disrupts current plans and operations of CSTA, PubCo or HiTech; (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 Business Combination and the ability of the parties to successfully
consummate the Business Combination. These statements are based on various assumptions, whether or not identified in this Current Report
or the Transcript, and on the current expectations of the Contracting Parties’ 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 investor presentation filed with the SEC on a current report on Form 8-K on April 9, 2026 and
those set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements and
Risk Factor Summary” in CSTA’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”),
and in those other documents that CSTA has filed, or that PubCo and CSTA will file, with the Securities and Exchange Commission (“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 this Current Report. 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 this Current Report. Accordingly, undue reliance should not be placed upon the forward-looking statements.
In
connection with the Business Combination, CSTA, Jindalee, PubCo and HiTech (together, the “Contracting Parties”) are expected
to prepare the Proxy/Registration Statement on Form S-4 (the “Registration Statement”) to be filed with the SEC by PubCo and
CSTA, which will include preliminary and definitive proxy statements to be distributed to CSTA’s shareholders in connection with
CSTA’s solicitation for proxies for the vote by CSTA’s shareholders in connection with the Business Combination and other
matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities of PubCo or CSTA
in connection with the completion of the Business Combination. After the Registration Statement has been filed and declared effective,
CSTA 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 Business Combination. CSTA’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 CSTA’s
solicitation of proxies for its extraordinary general meeting of shareholders to be held to approve, among other things, the Business
Combination, because these documents will contain important information about the Contracting Parties and the 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 Business Combination and other documents filed with the SEC by CSTA and PubCo, 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.
This
Current Report and its exhibits is not a substitute for the Registration Statement or for any other document that CSTA and/or PubCo may
file with the SEC in connection with the Business Combination.
CSTA,
Jindalee and PubCo and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation
of proxies of CSTA’s shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed
information regarding CSTA’s directors and executive officers in CSTA’s filings with the SEC, including the Annual Report
and the other documents filed by CSTA with the SEC from time to time. Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to CSTA’s shareholders in connection with the Business Combination, including a description
of their direct and indirect interests, which may, in some cases, be different than those of CSTA’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. Free copies of any documents described
in the foregoing may be obtained as described under “Additional Information And Where To Find It.”
This
Current Report does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the Business Combination or (ii) 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 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. This Current Report 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 or an exemption therefrom.
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Exhibit 99.1
Webinar
April 22, 2026
10 a.m. ET
Presenters
Bryan Baritot - Alliance Advisors IR
Jarett Goldman - CFO, Constellation Acquisition
Corp. I
Ian Rodger - CEO, HiTech Minerals, Inc. and
Jindalee Lithium Limited
Bryan Baritot
Good morning, everyone, and welcome to the US
Elemental Investor Webinar. My name is Bryan Baritot and I'm with Alliance Advisors, the investor relations advisor to US Elemental. I'll
be serving as your moderator today.
Before we get started, I'd like to take a moment
for some brief housekeeping. Today's webinar is being recorded and will be made available on US Elemental's website at uselemental.com
following the call. A copy of the investor presentation we'll be referencing today is also available on that site.
I'd also like to remind everyone that certain
statements made during today's presentation may constitute forward-looking information. These statements reflect the current expectations
of management, and are subject to risks and uncertainties that could cause actual results to differ materially. I encourage all participants
to refer to the full disclaimer and forward-looking statements disclosure contained within the investor presentation and in the press
release issued on April 9th, both of which are available at Uselemental.com and on the SEC's website at SEC.gov. Nothing on this call
constitutes an offer to sell or solicit -- or a solicitation to buy any securities.
Today we have a great group joining us. For prepared
remarks, we have two speakers; first Ian Rodger, the incoming Chief Executive Officer of US Elemental and current CEO of HiTech Minerals.
Ian brings deep experience in the mining and resources sector, with a career spanning leadership roles at Rio Tinto, BHP, OZ Minerals,
and RFC Ambrian. He has been the driving force behind the development of the McDermitt Lithium Project, and is leading the charge to bring
US Elemental to the U.S. public markets.
Also joining us for prepared remarks is Jarett
Goldman, CFO of Constellation Acquisition Corp. I, Jarret has a strong background in finance and capital markets, with experience at Citi
and at Antarctica Capital. He has been the -- instrumental in structuring this transaction and positioning it for success.
We are also pleased to have Tristan Garthe available
for our Q&A session. Tristan is CFO of HiTech Minerals and brings deep experience to project finance and corporate development. Tristan
will be available to answer your questions following our prepared remarks.
We'll have approximately 20 minutes of prepared
remarks followed by a live Q&A session. If you have a question, please drop it into the Q&A window at the bottom of your Zoom
screen, and we'll address as many as we can.
With that, let me turn it over to Jarret to get
us started.
Jarett Goldman
Thanks, Bryan, and good morning, everyone. We
really appreciate you all joining us today. I want to start by giving you a sense of who we are at Constellation and why we're excited
to be part of this transaction.
Constellation Acquisition Corp. I is sponsored
by Antarctica Capital, a global investment firm headquartered in New York with over $10 billion in assets under management. We specialize
in both public and private markets, real assets, and insurance, and we bring decades of experience advising and investing in companies
across the globe.
When we look at potential business combination
candidates, we're looking for a few key things: a quality company, a compelling macro backdrop, clear rationale to go public, and the
right management team to execute. US Elemental checks all those boxes, and we feel very strongly about that.
On the company, what Jindalee has built through
the acquisition and early development of the McDermitt asset is truly exceptional. This is one of the largest known lithium resources
in the United States, with a resource of 21.5 million tons of lithium carbonate equivalent and a project lifespan of over 60 years. That
kind of scale and longevity for a mining asset is rare anywhere in the world, let alone domestically in the U.S.
On the macro side, we are in a defining moment
for U.S. critical minerals policy. The federal government has made it abundantly clear that securing domestic lithium supply is a national
priority, and we're seeing real capital, both public and private, move into this space. Increased investor interest is also supported
by medium and long-term supply and demand trends that point to a looming structural supply deficit for lithium. Given these factors, we
believe the timing to advance the McDermitt Project could not be better.
On the management team, Ian, Lindsay, and team
at Jindalee have spent years methodically de-risking this asset, completing a rigorous prefeasibility study, earning a DOE partnership,
and securing FAST-41 status. That track record gives us real confidence in what comes next.
Forming US Elemental and pursuing a U.S. listing
is, in our view, the right strategy to maximize the value of this business, bringing it closer to the U.S. capital markets, U.S. institutional
investors, and the strategic partners who are actively looking for domestic lithium supply solutions.
With that, I'm delighted to turn it over to Ian,
who'll walk you through the business and the opportunity in more detail.
Ian Rodger
Thank you, Jarett, and good morning, everyone.
I'm Ian Rodger, CEO of HiTech and Jindalee Lithium, and the incoming CEO of US Elemental. I've spent my career in mining across some of
the world's leading companies, Rio Tinto, BHP, and OZ Minerals, and I can tell you honestly that the McDermitt Lithium Project is amongst
the most strategic projects I've worked on. It's not just about the scale or the resource, it's about with the project means for the U.S.
energy security and why we believe the window to advance it is right now.
The McDermitt Project is an advantaged tier 1
lithium resource. It's one of the largest in the country, with a five year payback period and a project life that exceeds 60 years. We
have a DOE partnership behind us. And as you'll hear shortly, we are among the first 10 projects added to the FAST-41 federal permitting
program. This combination of asset quality, government alignment, and project momentum is what really sets the McDermitt Project and US
Elemental apart.
So, why is this the right moment? The answer starts
with a supply chain vulnerability that has become impossible to ignore. China controls approximately 70% of global lithium processing
and about 90% of LFP battery production capacity. Meanwhile, the U.S. imports roughly about 75% of its lithium-ion batteries, a dependency
that many now consider a national security vulnerability.
With about 87% of all lithium batteries -- sorry
-- all lithium consumed in batteries and batteries sitting at the intersection of energy independence and economic growth as well as national
security, the urgent -- the urgency to build domestic supply is really acute. The Trump administration has clearly recognized this. The
McDermitt Project was one of the first 10 mining projects added to the FAST-41 transparency program, and remains one of the handful of
lithium projects part of that program. And that's a really direct signal that this project matters at the highest levels of the U.S. government.
This policy urgency is really translating into
capital flows. We're seeing a remarkable acceleration in government and institutional support for domestic critical minerals over the
last year. The administration signed an executive order around March 2025 to immediately increase American mineral production.
Tariffs on Chinese lithium-ion batteries have
been significantly increased, and the DOE provided $2.26 billion in financing for the nearby Thacker Pass Project in Nevada, the closest
comparable to McDermitt, and in March 2026 announced an additional $500 million in funding in terms of opportunity for domestic critical
minerals processing. In addition to that, in February this year, the U.S. also launched Project Vault, a $12 billion strategic critical
mineral reserve. This is serious capital being deployed.
The investment community is starting to pay attention.
We're seeing materially increased trading volumes in U.S. critical mineral ETFs as policy and defense demands drive a scarcity premium.
Capital is moving into the space, and we believe US Elemental is exceptionally positioned to capture this investor interest.
Beyond policy, something structural has changed
in the lithium market, and, you know, that's the demand picture that I really want to elaborate on and make sure that investors understand.
For years, the lithium demand story was primarily an electric vehicle story. That's changed. The battery energy storage systems, or BESS
for short, have emerged as a powerful and durable second demand engine.
BESS demand for batteries is projected to grow
by about 55% in 2026 alone. Energy storage's share of lithium demand has grown from 13% in 2023 to about 23% in 2025, and projected to
reach 31% this year. That's incredible on a rapidly growing market. The U.S. installed a record 57.6 gigawatt hours of battery storage
in 2025, a 30% increase over 2024 and the second largest installation by country globally.
This is no longer a single use commodity. Lithium
demand is now underpinned by multiple durable policy resilient growth engines. And the long-term supply demand -- excuse me -- dynamics
strongly favor projects with scale and the timeline of McDermitt.
Additionally, there's a third driver that's increasingly
part of the conversation, and that's artificial intelligence. Data centers consumed approximately 1.5% of global electricity in 2024.
By 2020 -- by 2030, I should say, that figure is expected to reach 3%. Doing the math, that's 2.3 times increase in total electricity
consumption from data centers.
As infrastructure scales, data centers are increasingly
replacing traditional battery backup systems with lithium-ion storage, and that's driven by high energy density, longer lifecycle, faster
charging, and a smaller footprint. This is really incremental demand for battery grade lithium carbonate, and it's an underappreciated
part of the long-term thesis.
The investment community is beginning to reconnect
with the lithium thesis in a meaningful way. Over the last couple of months, we've seen Barron's declare Wall Street is back on the lithium
train. We've seen UBS identifying lithium as entering its third major price upcycle on strong structural demand and a lagging supply response.
Additionally, Deutsche Bank has upgraded major
lithium producers to a buy. J.P. Morgan has identified storage demand pulling lithium back into deficit. And Morgan Stanley has named
lithium as a top commodities conviction pick for 2026.
The momentum has shifted. US Elemental sits at
the center of all this. And our production timeline, targeting first lithium production in the early 2030s, aligns directly with accelerating
BESS demand and forecast supply deficits. Importantly, we are domestic. We are at scale. And with a 63 year project life, we offer durable
exposure to a theme that is only going to get stronger.
Slide 24 brings it all together. U.S. national
security is a -- is driving policy. You know, BESS is transforming the demand fundamentals of the lithium market, surging domestic lithium
demand projected to grow by 490-odd percent by 2030. There's a potential deficit in the lithium market starting this year. And the significant
U.S. government funding is already flowing into domestic lithium capabilities.
Clearly, these tailwinds are converging and they're
converging right now, and, you know, that's why we're really excited. So, let's dive into the project itself. I want to spend a moment
on FAST-41 initially, because this matters and I want to make sure that you understand why.
FAST-41 is a federal framework established to
streamline permitting for projects of national strategic importance. It improves the transparency and interagency coordination with the
-- sorry -- and lists projects on the federal permitting dashboard with clear timelines and promotes faster decisions, reducing the delays
that have historically challenged mining developments within the United States.
McDermitt is one of the first 10 mining projects
to receive that FAST-41 transparency project status. And while there's been additional projects added, we're one of the few lithium projects
on that list. And to put that in context, that sits alongside Albemarle's Silver Peak Lithium Mine and otherwise projects backed by majors
like Rio Tinto. This designation is not ceremonial. It has been a direct signal from the U.S. government that McDermitt is considered
a strategic asset, and it strengthens our confidence in the permitting pathway ahead of us.
Turning to the asset itself, the McDermitt Caldera
is potentially one of the largest known accumulations of -- in the globe. Our mineral resource stands at 21.5 million tons of lithium
carbonate equivalent, one of the largest in the United States and in the top handful of projects globally.
Investors familiar with Lithium Americas Thacker
Pass Project, which is located in the same geological feature immediately south of us in Nevada, is backed by a $2.26 billion loan through
the Department of Energy. Excuse me. And people will appreciate the comparable scale and strategic positioning of McDermitt, with the
added advantage of being earlier stage and therefore offering a more compelling entry point, which we'll touch on in a couple of slide's
time.
In terms of the project economics, the 2024 prefeasibility
study confirmed very strong project economics. McDermitt is expected to generate a post-tax NPV of $3.23 billion at an 8% discount rate
and a post-tax IRR of 17.9%, as well as a planned production of approximately 47,500 tons -- sorry, 47,500 tons of lithium carbonate per
year, with an EBITDA of 66% -- sorry, EBITDA margin of 66%.
The project sits in the bottom half of the global
cost curve, with a five year payback period from first production and a total project life of 63 years, which only uses a fraction of
the currently defined resource base. These are world-class economics for a project of this scale and of the this strategic importance,
and we believe that there is range of opportunities to further improve the economics, including the potential for byproducts.
One potential -- and the additional element, sorry,
that's worth flagging in the context of byproducts is a magnesium opportunity. The McDermitt deposit contains a significant magnesium
byproduct opportunity. The 2024 PFS focused solidly on lithium and assumed magnesium would report to the waste stream, even though the
broader resource base contains roughly 20 times more magnesium than lithium.
The U.S. imports the vast majority of its magnesium,
making this another strategic vulnerability that US Elemental is well-positioned to help address. We're actively evaluating the potential
for magnesium byproduct recovery, which we -- which could, sorry, provide meaningful upside to the already compelling base case economics.
It's worth stepping back to appreciate just how
far the project has come and how quickly it has advanced. We confirmed extensive lithium mineralization at McDermitt in 2018 via our initial
discovery drill program. By 2023, drilling had expanded the resource base to 21.5 million tons of contained lithium carbonate. In 2024,
we completed a rigorous prefeasibility study with the help of Fluor, a major U.S. engineering firm, confirming a 63 year project life
as well as signing an R&D with the Department of Energy later that same year.
In 2025, the project received FAST-41 designation
and achieved a significant permitting milestone with the approval of our exploration plan of operations from the federal government. And
now, in 2026, we're announcing the business combination with Constellation, a major milestone that we believe unlocks the next chapter
of development.
Looking ahead, the commercialization roadmap is
clear: completion of the selection studies, rolling into a feasibility study, permitting advancement, financing and project execution,
with first production targeted for the early 2030s, aligning directly with the anticipated lithium supply deficit.
With that, I'll hand it back over to Jarett to
walk us through the transaction structure and the valuation.
Jarett Goldman
Thanks. Thanks, Ian. I want to walk everyone through
the transaction structure and the valuation framework that underpins this transaction.
At its core, this transaction is about bringing
a world-class U.S. lithium asset directly into the U.S. capital markets. Through this proposed business combination, HiTech Minerals will
become a wholly-owned subsidiary of US Elemental Inc., a new company expected to trade on NASDAQ under the ticker ULIT.
Post-transaction, Jindalee is expected to retain
approximately 80% or more ownership of US Elemental. The transaction also includes a capital raise approximately $20 to $30 million to
fund continued project advancement.
Slide 22 has the full transaction detail. At a
high level, the transaction applies a pre-money value paid to Jindalee's shareholders a $500 million and a pro forma enterprise value
of approximately $571 million, with approximately $15 million of net cash expected to be delivered to the balance sheet at closing, which
includes additional investment from Antarctica Capital that has already been committed to support the transaction.
Slide 23 is one that I'd encourage everyone to
spend some time with. The $571 million pro forma enterprise value represents an 82% discount to the project's $3.23 billion post-tax NPV.
For a project of this scale, quality, and strategic importance with FAST-41 status, a DOE partnership, and the policy tailwinds Ian described,
we believe this discount to intrinsic value represents a compelling entry point for investors today.
With that, I'll hand it back to Ian for closing
remarks.
Ian Rodger
Thank you, Jarett. I want to close by saying this,
that the formation of US Elemental represents a pivotal milestone not just for HiTech and Jindalee and its shareholders, but for U.S.
energy security. We have spent years building this asset the right way, with rigorous technical work, genuine government and stakeholder
engagement, and a disciplined approach to development.
The business combination with Constellation and
Antarctica Capital gives us the platform to take McDermitt to the next chapter, a U.S. listing, access to U.S. capital, and an accelerated
pathway to becoming a key domestic supplier of battery grade lithium carbonate.
The macroenvironment has never been more supportive.
The demand for domestic lithium supply has never been more urgent. And the McDermitt project has never been better positioned. We're excited
with what lies ahead, and we look forward to sharing the journey with the investment community.
For all materials, including this investor presentation,
the press release, and the webinar replay, encourage people to look -- to take a look at Uselemental.com. With that, I'll hand things
back to Bryan for the Q&A.
Bryan Baritot
Thank you, Ian. Thank you, Jarret. That was a
great overview of the opportunity.
We're now going to open it up for questions. Please
drop your questions into the Q&A window at the bottom of your Zoom screen and we'll do our best to get through as many as we can.
We have Ian, Jarret, and Tristan available for questions. We'll give a few minutes to let the queue fill up with questions.
Great. We'll start at the top here with what looks
like an asset focused question. Ian, for investors who are hearing about McDermitt for the first time, can you briefly summarize why you
believe this -- the McDermitt Project is one of the most compelling lithium development assets in the United States today?
Ian Rodger
Yes. Thanks for the question, Bryan. I think there's
a couple of things that really, you know, differentiate our asset. It's the scale of the resource, 21.5 million tons of lithium carbonate
equivalent. It's a generational asset that will produce lithium chemicals in the United States, and one of these assets that could fundamentally
underpin the -- you know, the U.S. as a force in domestic lithium production.
And importantly, that is being recognized, you
know, through the FAST-41 and other government engagements, including the Cooperative Research and Development Agreement with the Department
of Energy. So, we think, you know, that really differentiates our asset. And really, if we look -- you know, look to our near neighbors
in Lithium Americans and Thacker Pass, who are a more advanced project but a go-live project, it's sort of just demonstrates the pathway
that we're on in terms of unlocking value from this asset.
Bryan Baritot
Thanks, Ian. Another one here looks like a question
on just the overall transaction. You know, I think one thing that's new for investors on this call is, you know, the -- some of the pre
and pro forma ownership structure dynamics and moving pieces there.
So, maybe Jarett, just moving to the question
here, can you briefly explain how the ownership structure works, specifically how Jindalee, HiTech Minerals, and Constellation fits into
US Elemental pro forma after the business combination closes?
Jarett Goldman
Sure, Bryan. I'm happy to take that question.
So, I -- and I understand there's a bit of nuance. But to try to make this simple, the SPAC, which is U.S. -- which is Constellation Acquisition
Corp. I, will be merging with HiTech Minerals. And HiTech Minerals is the wholly-owned subsidiary of Jindalee Lithium, which owns all
the assets and the IP related to the McDermitt Project.
So, HiTech Minerals and Constellation will be
merging. And the result of that merger will be the creation of US Elemental Inc, which will become the successor entity that is -- becomes
the listed entity on NASDAQ. That entity will then be owned approximately 80% by Jindalee Lithium and then, indirectly through Jindalee
Lithium, its shareholders, will be owned by legacy shareholders of Constellation Acquisition Corp. I, the SPAC, and then will also be
owned by new investors providing capital into the company at closing of the transaction.
Bryan Baritot
It looks like we had a follow-up here, just question
on Jindalee shareholders potentially receiving U.S. Elemental shares, and any -- you know, what the potential ratio could look like, if
we disclose that.
Jarett Goldman
Right. That --
Ian Rodger
Well, I --
Jarett Goldman
Ian, I can just answer that. So, that -- so, Jindalee
shareholders will not directly be receiving shares in US Elemental, Inc, as I just described. Jindalee Lithium, which will remain -- and
Ian can talk about it in more detail, will remain a listed entity on the ASX, will be the direct owner, approximately 80% owner, of US
Elemental. And the shareholders of Jindalee Lithium will own indirectly, you know, shares in US Elemental through their shareholdings
of Jindalee Lithium. So, there'll be no direct exchange of shares.
Bryan Baritot
Great. And then moving to what looks like a question
just on overall U.S. government engagement, Ian, there's been a lot of attention on the U.S. government's push to secure domestic critical
minerals. Can you talk about where McDermitt stands in terms of federal engagement and what you expect the path forward to look like from
a permitting, policy, and financing standpoint?
Ian Rodger
Yeah, course. So, where I'd start with that question
is, as I touched on in the presentation, McDermitt's a reasonably high-profile project in the U.S. government because of the strategic
nature, and that's validated through FAST-41, etc., and our R&D agreement with the DOE.
What I would say is that, you know, there's been
a lot of funding appropriated through the One Big Beautiful Bill, etc. There's a range of funding opportunities being, you know, pushed
down the chute, as to speak, currently by the U.S. government, and there's a real desire to accelerate that.
We're really well-positioned in terms of that.
You know, we've had direct engagement over the last 6 to 12 months with the White House, with senior government officials in different
government agencies particularly around funding. Those conversations are ongoing. Our initial target is targeting government funding that
could potentially co-fund, you know, the next stage of development and ultimately accelerate project development into production.
Bryan Baritot
Great. And speaking of production, an interesting
question here. You know, we traditionally see securing binding offtake agreements with major OEMs as the primary catalyst that unlocks
commercial debt, reduces shareholder dilution, etc. As we move toward public listing, how heavily is the board prioritizing these strategic
long-term offtake partnerships and potential opportunities?
Ian Rodger
I'll take that question, Bryan. You know, as we
stand today, the McDermitt Project has been deliberately kept, you know, offtake free. We've had interest from groups over a number of
previous years around that, particularly because it's a key lever for project financing. And so, as we advance through feasibility study,
and so -- as we touched on in the presentation, you know, one of the core pillars of the use of proceeds of taking US Elemental public
is around accelerating the feasibility study and associated work programs.
And as we advance through that, we expect for
those conversations and negotiations to develop so that, when we're in the position of reaching a final investment decision in a number
of years' time, that we have those offtake arrangements in place and they're contributing to, you know, a value accretive capital structure
to finance the project at that time.
Bryan Baritot
Thanks, Ian. Another good question maybe for Jarett,
and I think just helping people understand the overall relationship that Jindalee will have with US Elemental going forward. But the specific
question, how does Jindalee intend to use it shares of ULIT?
Jarett Goldman
Right. So, I think that's a question I would have
to defer to Ian and the Jindalee management team on. Because just -- but just to highlight once again, Jindalee will be a shareholder
of US Elemental, Inc and will own directly approximately -- at closing, approximately 80% of the shares. And then, you know, what Jindalee,
you know, chooses to do with that will be somewhat subject to Jindalee's management team and its board's kind of desire.
So, Ian, if you'd like to add to that, feel free
to.
Ian Rodger
Yeah. Yeah, for sure. I think zooming out a second
from a Jindalee point of view, you know, this -- you know, we're believers in the project. And, you know, this is an avenue to introduce
more capital alongside our existing shareholding to progress the project through, you know, to a final investment decision.
And that's reflected in the transaction structure.
We'll largely have our shareholding position -- I guess as part of the business combination agreement, we'll largely have our shareholding
locked up as part of this transaction for 12 months, as will -- Antarctica is positioned as well, and that's part of the BCA.
And so, I think that just gives you an indication
that we are believers in the project. And there's not -- from a Jindalee point of view, it's around accessing further capital and getting
through a number of these key value -- sorry, value catalysts in terms of de-risking steps for the project in terms of infield drilling
and feasibility work streams. And we're sort of not intending as part of this transaction for -- you know, to sell down any portion or
whatnot. And we're are really sort of committed over the medium-term.
Bryan Baritot
And then moving over to the asset, the project
itself, a good question here. What is the current status of the environmental permitting for the McDermitt Project, and how should we
think about the critical path forward?
Ian Rodger
Yeah, good question. I'll take that one again.
So, I touched on at the top we've just achieved our exploration plan of operations federal government approval.
Actually, probably to take a -- to step back to
more holistically answer the question, it's located on federal land, so the key permits are through the NEPA process. It's BLM administrated
land. There are state-level permits, etc., but the key permits steps are through the federal agencies, in particular the BLM.
So, there's sort of three key steps. We've operated
under a notice level almost exclusively to date. Then there's the exploration plan of operations, which really unlocks the next stage
of development in terms of infield drill, more data collection, etc. And so, we've received that approval from the BLM at the end of last
year.
The next step as we proceed through feasibility
with the data collection is then to put in our application post the completion of environmental impact statements to -- for our mine plan
of operations, which as the name implies is the permit for the mine and production facility in due course. And so, we're in between those
key steps there. And really, the next phase of work is really the data collection, drilling, etc., to feed into a major permitting approval,
you know, likely, you know, towards the end of next year.
Bryan Baritot
Thanks, Ian. And then looks like a bit of a follow-up
there kind of on the project itself. Can you just talk about the processing route work and any testing? And the test, it looks like, you
know, has it been validated through testing, and can you just speak to that process?
Ian Rodger
Yeah. You know, over the last sort of seven or
eight years, we've done a whole range of metallurgical test work. Our PFS was underpinned by a metallurgical test work program managed
by Fluor, who are obviously a leading U.S. based EPCM firm, and completed in Colorado, where we tested everything from run of mine ore
all the way through to battery grade lithium chemicals.
And so, we've -- there's further work to do to
pilot that at a larger scale and refine the process design parameters, but we've essentially demonstrated that the flowsheet works. The
flowsheet, in high level terms, it's a beneficiation front-end, which is essentially a wet screen to remove the coarse material and to
keep the lithium containing clay material, and then there's a fired by sulfuric acid leach and purification steps to produce the battery
grade lithium chemicals.
And we're looking at ways to further optimize
the results we got in the PFS. We recognized a number of areas as part of our -- the PFS that we know that we can improve on, and we expect
that will continue to do that test work leading -- both leading up to and inclusive of the pit -- sorry, inclusive of the feasibility
study. And we expect we'll be able to materially improve some of those parameters as we go forward.
Bryan Baritot
Thanks, Ian. We'll give folks may be a few more
seconds if any other relevant questions come up. Looks like that'll be it today, and we'll go ahead and wrap things up there.
On behalf of the entire US Elemental and Constellation
team, thank you for your interest and your thoughtful questions today. We look forward to keeping you updated as the story develops. And
please don't hesitate to reach out to us directly at uselementalir@allianceadvisors.com. Thanks, everyone, and have a great day.
