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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 16, 2026
CONSTELLATION ACQUISITION CORP I
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-39945 |
|
98-1574835 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1290 Avenue of the Americas
10th Floor
New York, NY |
|
10104 |
| (Address of principal executive offices) |
|
(Zip Code) |
(212) 983-1602
Registrant’s telephone number, including
area code
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to
Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class A ordinary shares, par value $0.0001 per share |
|
CSTAF |
|
OTCID Basic Market |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
CSTWF |
|
OTCID Basic Market |
| Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant |
|
CSTUF |
|
OTCID Basic Market |
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).
Emerging growth company ☒
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.
Item 7.01. Regulation FD Disclosure.
As previously announced on
July 15, 2026 by HiTech Minerals Inc. (“HiTech”) and Constellation Acquisition Corp I (“CSTA”), Ian Rodger, Chief
Executive Officer of HiTech and incoming Chief Executive Officer of US Elemental Inc. (the “PubCo”), participated on July
16, 2026 in the Water Tower Research Fireside Chat Series and discussed the proposed business combination between CSTA, HiTech and PubCo
(the “Business Combination”) and anticipated listing of PubCo on Nasdaq. A transcript of the discussion with Water Tower Research
is filed as Exhibit 99.1 of this Current Report on Form 8-K.
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 will not be deemed an admission as
to the materiality of any information of the information in this Item 7.01.
Cautionary Note Regarding Forward Looking Statements
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,
including the transcript filed as an exhibit thereto, 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 those set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in the Registration Statement and CSTA’s Annual Report on Form 10-K for the year ended December
31, 2025, and in those other documents that CSTA has filed, or that PubCo and CSTA will file, with the U.S. 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.
Additional Information And Where To Find It
In connection with the Business
Combination, CSTA, Jindalee, PubCo and HiTech (together, the “Contracting Parties”) are preparing a Registration Statement
on Form S-4 (the “Registration Statement”) filed with the SEC by PubCo and HiTech, which includes a proxy statement 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
exhibit 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.
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. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER
REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
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 Registration Statement and
the other documents filed by CSTA or PubCo 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,
are set forth in the Registration Statement. Shareholders, potential investors and other interested persons should read the Registration
Statement carefully 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.”
No Offer and Non-Solicitation
This Current Report and its
exhibit 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 and its exhibit
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
|
Description |
| 99.1 |
|
Transcript of Water Tower Research Fireside Discussion on July 16, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
Dated: July 16, 2026
| |
CONSTELLATION ACQUISITION CORP I |
| |
|
| |
By: |
/s/ Chandra R. Patel |
| |
Name: |
Chandra R. Patel |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Water Tower Research
LLC
Fireside Chat:
US Elemental Inc. (ULIT)
Dmitry Silversteyn: Hello
everyone and welcome to the Water Tower Research fireside chat. I’m your host, Dmitry Silversteyn, Managing Director of Chemicals
and Materials Technology at Water Tower Research.
Today, I’m being joined
by Ian Rodger, incoming Chief Executive Officer of US Elemental. The company is about to gain ownership of the McDermitt Lithium Project
located in Oregon, on the border with Nevada, right next to the Lithium Americas’ Thacker Pass lithium resource. Welcome Ian and
thank you for joining us today.
Ian Rodger: Thanks for having
me. Excited to join you.
Dmitry Silversteyn: Before we
begin, I want to remind the audience that US Elemental safe harbor statements can be found on the company website at www.uselemental.com.
Also, this fireside chat may not be reproduced or a written transcript distributed without express written consent of Water Tower Research.
With that out of the way, Ian,
let’s get right into this. US Elemental is pursuing a NASDAQ listing through the proposed business combination with Constellation
Acquisition Corporation. What should investors think about that and what should they think about the relationship and ownership structure
with Jindalee Lithium?
Ian Rodger: Good question,
thanks Dmitry. US Elemental is the new NASDAQ vehicle we’re forming to bring the McDermitt Lithium Project directly to US public
markets. Today, McDermitt is 100% owned by Jindalee through its subsidiary HiTech Minerals. Jindalee has spent years discovering and
de-risking the McDermitt Project, including gaining FAST-41 status and a partnership with the DOE. What we’re doing now is with
Constellation Acquisition Corp., which is a US-listed SPAC sponsored by Antarctica Capital, we’re taking that asset, listing it
in US Elemental on NASDAQ under the ticker ULIT.
On ownership, it’s essentially
a spin-out. Jindalee will retain a significant ownership of US Elemental, but US Elemental will be the US domiciled, US listed entity
that will be driving the project forward and will be the avenue that we raise the capital to progress the project. As part of that same
transaction, we expect to raise between $20 million and $30 million to fund the next phase of work. It gives us direct access to US institutional
capital and strategic partners that are actively looking for domestic lithium resources.
Dmitry Silversteyn: Thank you,
Ian. This sounds like a strategy designed to not only to get you listed on the NASDAQ much quicker than you would be otherwise, but to
make this a company that institutional level investors can invest in.
Ian Rodger: Absolutely.
Dmitry Silversteyn: McDermitt
is one of the largest lithium resources. You referred to it a couple of times and you’ve been a guest on the show before. What makes
the project strategically important and how is it positioned when it comes to becoming a key supplier to the strategic battery supply
chain?
Ian Rodger: McDermitt, like
you mentioned, is one of the largest lithium resources in the country, 21.5 million tons of lithium carbonate equivalent, but scale doesn’t
necessarily make a project strategic, timing and policy alignment do. We just saw the US Defense Logistics Agency tender up to acquiring
$300 million worth of lithium. That’s a relatively modest volume in the context of the global market to start with, but that’s
the federal government putting real dollars behind exactly the kind of product McDermitt is built to produce.
Water Tower Research
LLC
Fireside Chat: US
Elemental Inc. (ULIT)
McDermitt has potential to produce
large-scale, low-cost lithium chemicals over a very long period of time. It can help de-risk that supply chain. The context is key here
when you look at, when you combine it with the fact that the US roughly imports 75% of the lithium-ion batteries, China controls about
70% of lithium processing and probably touches about 90% of lithium chemicals every year. It’s a big risk and these scale opportunities
like McDermitt have the ability to make a difference as does the likes of Lithium Americas and Thacker Pass. These big projects have that
de-risking potential and strategic value. As a result, it’s been no accident that McDermitt was one of that first 10 projects added
to that the US government’s fast track list because of that strategic value.
Dmitry Silversteyn: Understood.
It’s certainly a district scale resource, which McDermitt looks like it’s becoming, or has the potential to become, will be
key to standing up the domestic supply chain, both in terms of the mine and the access to lithium, but also much more or as important
is the processing of it. Can you provide a high-level overview of McDermitt’s current stage of development? What are the key steps
remaining before the project reaches kind of a final investment decision or construction decision?
Ian Rodger: Just zooming out
for a second for a bit of history, Jindalee discovered the deposit in 2018, built up this resource and has de-risked the asset, completed
a prefeasibility study at the end of 2024 that outlined a 63-year life, 40,000 to 50,000 tonnes of lithium carbonate, battery-grade lithium
carbonate production a year, over $3 billion NPV and IRR just under 18%. That’s very compelling project economics.
From here, the roadmap is really,
in the short term, we’re about to commence this quarter an infill drill program. We’re completing some selection studies,
looking at particularly magnesium, potential co-product, potential heading into a feasibility study, which is expected to kick off next
year. Fast forward that there’s parallel permitting work stream through to a final investment decision in a couple of years’
time here with really the goal to have McDermitt financed, constructed in production in the early 2030s. That’s the sort of timeframe
we’re operating on. That’s pretty similar playbook, I guess, to our neighbors in Thacker Pass, in the same caldera geological
feature. We’re looking to progress a project of similar scale.
Dmitry Silversteyn: I understood
that certainly helps when that path has been pioneered by somebody before you. You have something to follow and something to measure yourself
against as you progress with your project. You did mention that you were one of the first ones to get into the FAST-41 designation. You’ve
also received the recent RESOLVE collaboration and broader US critical metal policy, which has gotten to be much more supportive of these
types of projects recently.
How did the FAST-41 designation,
the recent RESOLVE collaboration and broader US critical metals policy by the government support the project’s permitting and responsible
development pathways? You mentioned that you’ve done some work there already, but how do you feel about getting the rest of it done?
Because permitting in a lot of investors’ minds, particularly in Oregon, is something that they’re concerned about.
Water Tower Research
LLC
Fireside Chat: US
Elemental Inc. (ULIT)
Ian Rodger: To start with, FAST-41,
that’s a federal framework designed to streamline permitting for projects of national strategic importance. It puts us on the federal
permitting dashboard, which increases agency coordination and speeds up those timelines. McDermitt was one of the first 10 projects, still
only one of a handful of lithium projects that are on there alongside Albemarle’s Silver Peak project, which is the only lithium
mine operating currently in the US.
Beyond FAST-41, I guess you
made the good point that permitting in the US is a key question for these domestic projects. Is there a pathway to getting permitted?
Our team has been in and around some of the largest projects developed globally over the last decade or so. We’ve really taken a
proactive approach to social license. Earlier this year, we signed a letter of understanding with Oregon Building and Trades Union toward
a future Project Labor Agreement. That’s a really strategic beginning of relationship to establish a long-term workforce, skilled
workforce that’s required to develop the project.
In June this year, we signed
an MoU with RESOLVE. It’s a respected conservation non-profit to explore voluntary stewardship area within the region tied to McDermitt’s
project development milestone. Neither are binding yet, but why are these important? This is the first step to proactive engagement with
a broad range of stakeholders that will really matter once we get into more formal permitting process down the line on the back of the
feasibility study, et cetera. I think we’re really well positioned for that. There’s a lot of excitement around the project.
Then in terms of more broadly
on the US policy, we think the backdrop remains very positive for responsible domestic lithium development with the battery metals increasingly
coming up the priority list in terms of the federal government and just more broadly it’s seen as essential to winning the AI race,
et cetera, and seeing a lot more focus on battery metals as we can move forward.
Dmitry Silversteyn: Just certainly
getting off on the right foot with local communities and other stakeholders is a good sign and hopefully will smooth your path through
the regulatory and permitting process. Lithium prices have been on a roller-coaster ride to put it mildly the last three to four years.
We’re seeing continuing growth in battery energy storage and electrification on the demand side and domestic critical metal supply
initiatives across a number of vectors on the supply side. Why do you believe now is the right time to advance the project like McDermitt?
Ian Rodger: Well, I think we’re
at a really exciting inflection point in the lithium market. We’ve now got two robust demand drivers, both in terms of electric
vehicles, which is very strong growth, particularly outside the US, there’s Chinese production in particular of EVs growing very
rapidly. But from the US perspective and equally from a global perspective, battery energy storage has really surprised the market starting
the tail end of last year as a second durable pillar of lithium demand, battery energy storage or BESS lithium demand is predicted to
grow 55-60% this year and energy storage portion of lithium demand has grown from 13% a couple of years ago to over 30% in a rapidly growing
market. Really that’s been driven by multiple different angles and the US has been the second biggest deployer of battery energy
storage systems behind China. That’s really been underpinned by, or the incremental demand driven by the AI infrastructure rollout,
clearly there’s in the order of $500 billion of capex being spent over the next little period here for AI infrastructure.
Water Tower Research
LLC
Fireside Chat: US
Elemental Inc. (ULIT)
What does that mean for lithium
demand? There’s a backup system, but really it’s low growth in the system and there’s a range of battery energy storage
applications in terms of peaking, et cetera. If you look at the capacity additions in the US grid, solar and batteries have been the biggest
capacity additions last year. Really this AI story is fundamentally linked to batteries and lithium demand in the US. If you have a look
at, say, the US, battery manufacturing capacity is about 200 gigawatt hours of battery manufacturing in the US, which equates to about
170,000-180,000 tonnes of lithium a year. Currently, they produce about five or something of that nature. There’s a huge disconnect
there and linked to basically America winning the AI race. I think that’s slowly coming to the fore, it’s been one of these
stories that people haven’t really got the linkages on.
Then really what we’re
seeing the supply side has really failed to move. We’ve come from a period of really two years of underinvestment on the supply
side. We see really encouraging demand growth a lagged supply response. It’s really a timely position to take forward what is very
large and strategic lithium asset. I think, like I mentioned earlier, we’re starting to see, particularly the US government recognize
that we’re seeing procurement for the national defense stockpile of lithium for the first time. That just points to how important
that is from a range of applications, including defense. I mean, your colleagues on Wall Street are starting to pay attention as well.
Dmitry, you have a look at the position of some of these banks two years ago, lithium was going to be in a deficit for the rest of the
decade. Now, we’ve seen basically most big banks turn constructive on the sector. UBS is calling it the third lithium super cycle.
J.P. Morgan, Morgan Stanley, both flagged looming supply deficits. We’ve really seen this shift. In our view, we’re just entering
a period here where we’re at the foothills of a multi-year environment for lithium.
Dmitry Silversteyn: I wouldn’t
have minded or I don’t mind the US losing the EV race to China, but I certainly don’t want it to lose the AI race. Battery
storage seems to be the near-term solution to making sure we have the power to run these AI centers and data banks.
Ian Rodger: Yes, that’s
100% true. A lot of the other power sources required are longer data with nuclear, et cetera. Also there’s a shortage of gas turbines,
et cetera, which is why the battery energy storage part of the equation is going to be really key to winning.
Dmitry Silversteyn: Excellent.
Execution along multiple pathways is one of the most critical determinants, if you will, of projects and company success. You have to
do everything simultaneously. There’s really no time to do everything sequentially. What experience has the US Elemental team assembled
and why is the right group to advance the project of the size and scale of McDermitt?
Ian Rodger: We’ve assembled
a relatively small but very experienced team to date. Like I mentioned at the top, we see experience across some of the largest mining
projects globally. I spent my career at Rio Tinto, BHP, and OZ Minerals. Most recently as Project Director of West Musgrave Provence,
which is a large nickel-copper project in Western Australia. I also have experience in investment merchant banking, having worked for
a group called RFC Ambrian.
Water Tower Research
LLC
Fireside Chat: US
Elemental Inc. (ULIT)
If you look through our team,
Lindsay Dudfield, he’s a key part of the executive team. The geological architect of McDermitt brings over 40 years of experience
from an exploration context with the likes of Amoco and Exxon’s mineral divisions.
We’ve also added Matt
Haas in the US who leads our work over there as our VP of Studies and Development. He cut his teeth as a mining engineer in Nevada for
Newmont but has worked across some of the largest projects globally, particularly with a focus on Africa and the Middle East.
Todd Clewett, who is our Senior
Advisor at External Affairs, again, has experience working across large projects in Central America and Asia, with Senior Global External
Affairs roles at Newmont, Fortescue, and Rio Tinto.
Tristan Garthe, our CFO, rounds
it out with a strong track record in project finance. For a project that’s entering a really critical phase, we think we’ve
got a really strong foundation in terms of a management team that’s required to underpin a large-scale development.
As you highlighted, being able
to progress a project through study phases, permitting, and then into financing seamlessly, we think we’ve got the right team to
be able to take the project forward.
Dmitry Silversteyn: It does
sound like it, Ian. I’m impressed by the pedigree of yourself and your executives that you put together for a company this young.
Let’s start taking a higher-level view and summarizing some of the discussion we’ve had here by Ian. What are the key technical
permitting and corporate milestones that investors and stakeholders should watch for over the next, let’s say, 12 to 24 months?
How should they measure the company’s progress since it’s going to be a while before you get into construction?
Ian Rodger: Absolutely. Just
to recap, the PFS was completed in 2024. Since then, they’ve been focused on getting through a key permitting milestone, which we
got through at the end of last year, end of 2025. Around the same time, we entered this cooperative research and development agreement
with the DOE out of the FAST-41, as we touched on. While I’m mentioning that, that’s the lead into the feasibility study.
We’re aiming to commence the feasibility study in 2027. But ahead of that, we’ve got a really busy six-month period, both
from a corporate point of view. We’re focused on closing this transaction to list US Elemental, close the business combination with
Constellation. That’s expected to deliver the funding required for that feasibility study, work program, et cetera. But we’re
not just resting on our laurels here.
The next six months, there’s
a whole lot of activity expected to happen on the ground. Excitingly, we’re looking at magnesium co-product potential. The US produces
zero magnesium. They’ve shut down their own magnesium metal production. It’s a very high-risk critical mineral for the US
that goes into a range of aerospace defense applications. We’re looking at the potential to produce a precursor product for magnesium
metal production. They’re running a number of test work streams over the next, well, actually, we’re expecting initial results
out this quarter. We’re about to kick off this quarter, we’re about to kick off an infill drill program, again, which will
be the leading edge of the work required as part of the feasibility study. There’s a bunch of work in the near term. Then, we’ll
aim to close this transaction in the second half of this year, and then roll into a feasibility study, which currently we’re aiming
to complete by the end of 2027. Then fast forward, there’ll be some permitting work streams, et cetera, post that, as I sort of
outlined in terms of the broad strokes of the project development timeframe.
Water Tower Research
LLC
Fireside Chat: US
Elemental Inc. (ULIT)
Dmitry Silversteyn: Understood.
Sounds like you’re going to be quite busy over the next six-plus months. Let’s hope everything happens on the timetable that
you’ve laid out. It’s a very aggressive one, but certainly doable.
Before I let you go, as people
evaluate US Elemental for the first time, what is the one message you would like them to take away from the company, about the company,
and its long-term opportunity?
Ian Rodger: Look, if there’s
one thing, Dmitry, I want investors to take away is this: McDermitt is a Tier 1, multi-decade American lithium asset. It’s backed
by a federal permitting priority and DOE partnership, as I mentioned. We’re moving on to the NASDAQ at a pro forma valuation, which
implies pretty steep discount to the project NPV. We think that’s a really strong base to progress the project. As I mentioned,
the listing is expected to deliver a funded platform to fund a range of de-risking milestones over the next 12 to 24 months, which will
expect it to create a big value uplift for the company once it’s public. It’s not a story that depends on one catalyst. It’s
supported by this accelerating battery storage boom, clearly assisted by this AI build out, and now direct US government procurement we’ve
seen in the last little while here. All pointing the same direction at the same time, and we’re really excited to take the project
public in the US.
Dmitry Silversteyn: Thank you
for that, Ian.
To learn more about the company,
please visit its website www.uselemental.com. Please note that the views expressed on this fireside chat may not necessarily reflect views
of Water Tower Research LLC and are provided for informational purposes only. This fireside chat may not be distributed or reproduced
without the written consent of Water Tower Research and should not be considered research nor a recommendation.
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can be found at www.watertowerresearch.com.
