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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): September 23, 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 September 16, 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 September 23, 2026 in the Water Tower Research Insights Conference 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 CSTA’s Annual Report on Form 10-K for the year ended December 31, 2025, the section entitled
“Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Registration Statement 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 anticipates
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 disclaims 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 Insights Conference Fireside Discussion on September 23, 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: September 23, 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
US Elemental Inc. (ULIT) - WTR Insights Conference
Dmitry Silversteyn: Hello, everyone,
and welcome. We appreciate you joining us today for this WTR Insights Conference session with US Elemental. I am Dmitry Silversteyn, Managing
Director of Chemicals and Materials Technology at Water Tower Research, and it’s great to be with you today. Today, we’re
joined by Ian Rodger, incoming Chief Executive Officer of US Elemental. Thank you for spending time with us today, Ian.
Ian Rodger: Thanks for having
me. Look forward to walking you through the US Elemental story.
Dmitry Silversteyn: It’s
our pleasure and we look forward to it. As a quick reminder before we start, US Elemental safe harbor Statements are available on the
company website and in its latest presentations, which can be found at www.uselemental.com. We welcome your questions throughout today’s
conversation. Please submit them through the chat and we’ll do our best to address them today as time permits or in our follow-up
management series report. If you would like to schedule or request a meeting with US Elemental, you can do so through the conference portal
and we will attempt to fill site requests.
With that, let’s begin.
Ian, let’s start with the big picture for investors who are new to the story. Can you introduce US Elemental, walk us through the
McDermitt project and its scale, and explain where the project stands today on the path from a very large lithium resource to a producing
U.S. critical metals asset?
Ian Rodger: Yeah, thanks for
the question, Dmitry. Look, to start with a high level, US Elemental is a new company being formed through a business combination between
HiTech Minerals, which is a U.S. subsidiary of ASX listed Jindalee Lithium, and Constellation Acquisition Corp., which is a U.S. listed
special purpose acquisition company sponsored by a large U.S. institutional investor called Antarctica Capital. Completion of that transaction
is slated for Q4 this year. We’re well into the regulatory review and associated financing.
The intent is for US Elemental
to list on Nasdaq under the ticker ULIT, with funding to accelerate the work on our flagship project, the McDermitt Lithium Project, which
you mentioned at the top there. A bit more about McDermitt. McDermitt is one of the largest lithium projects in the United States. It’s
really a strategic project to the U.S. government. It’s one of the first mining projects added to the FAST-41, a federal permitting
initiative to speed up decision making, and we have an existing research and development agreement with the DOE.
In terms of where we are, we
discovered the project circa eight years ago. We’ve done a lot of work since then, including a Pre-Feasibility Study in 2024 with
Fluor. That was on a lithium-only basis, and we’re about to head into the feasibility study, as I mentioned, underpinned by that
listing and financing. On the resource itself, one of the largest in the U.S., 21.5 million tonnes of contained lithium carbonate equivalent,
all within about 200 meters of surface. So that’s what really differentiates McDermitt, and really, we’ve got an exciting
runway ahead of us, both in terms of closing the transaction, the feasibility study as we progress it towards a development decision later
this decade, and first production slated from the early 2030s.
Water Tower Research
LLC
US Elemental Inc. (ULIT) - WTR Insights Conference
Dmitry Silversteyn: Great, thank
you for that introduction, Ian. Let’s continue with discussing maybe a little bit deeper into the McDermitt project. Scale is obviously
one of the first things that jumps out about McDermitt, but scale alone doesn’t really make an economic project. So you’ve
done a PFS. Can you walk us through that 2024 PFS, particularly, you mentioned the 21.5 million tonnes of lithium carbonate equivalent
source. You’re talking about north of $3 billion at net present value, at an almost 18% IRR. Can you explain what you think distinguishes
McDermitt technically and economically from other large undeveloped U.S. lithium projects? Because there are a lot of them in the hopper
these days.
Ian Rodger: Yes. It’s
a good question, Dmitry. Again, maybe just starting at the whole level, McDermitt sits on the Oregon-Nevada border in the McDermitt caldera.
That’s the same geological feature that hosts lithium Americas’ Thacker Pass project, which some investors will be familiar
with. That’s currently the only lithium project of scale under construction in the U.S. And we’re about 20 miles to the north
of Thacker Pass, very close proximity, very similar deposit in terms of size and style of mineralization. And that’s the context
and read-through to McDermitt. We’re obviously early stage. The PFS is really – was the first time we had parameters out in
the market about this project. And importantly, it’s a mining plus refining to produce low-cost, American made battery-grade lithium
chemicals in the United States.
As you sort of outlined, very
healthy NPV, IRR, et cetera, five-year payback, and really importantly, large-scale production over a very long period of time. The PFS
had a project life of 63 years, and that was based on only about 15% of the resource base, which really highlights that scalability. On
top of that, we think those PFS numbers we touched on, we identified a whole range of opportunities to further improve that, which we
can touch on later, but that’s really the solid foundation that we’re launching from.
And then you asked about differentiation.
I think what genuinely differentiates us comes down to probably three things. One is the ore body. Next is the metallurgy, and then really
that scale and optionality, which I touched on, on the ore body, very shallow, outcropping ore body, amenable to low-cost mining. It outcrops
at the surface. It’s flat-lying. The rock is soft, very favorable rock mechanics generally. That translates into a low mining cost
and a stable long-life production profile.
On the metallurgy, this matters
because it’s a relatively low technical risk. A lot of the competing U.S. projects rely on direct lithium extraction or other genuinely
innovative but yet-to-be-proven-at-scale technologies. McDermitt uses conventional standard kit drawn from the fertilizer and hydrometallurgical
industries to develop strong recoveries, as demonstrated under our PFS test work. Sure, there’s a lot of test work to come, but
we’ve demonstrated through that PFS test work a very strong base case based on conventional technology.
On the scale and optionality,
again, building on my earlier point there, around 63-year life on the PFS, 15% of the resource base. Clearly, we’re only seeing
the top of the iceberg here. There’s a lot of opportunity to significantly grow production profile, extend life, or both. And that’s
what really makes it a strategic asset to the United States.
And then lastly, a point that
we’re relatively early on investigating is the magnesium. We’ve done some proof-of-concept work there. Essentially, all the
work done to date is assumed lithium only we produce. Essentially, we have to make magnesium’s a waste product, and we’re
doing work now to change that form into a magnesium oxide or potentially a magnesium metal. We’ve done initial proof-of-concept
on magnesium oxide. It’s early days, but that has potential to really further enhance the project as well.
Water Tower Research
LLC
US Elemental Inc. (ULIT) - WTR Insights Conference
Dmitry Silversteyn: Great. That
was a very good summary of this particular differentiation part because there’s a lot of DOE projects out there, but I don’t
think any of true DOE has gone commercially yet. I think there’s some large-scale pilot is about where it stops. So it’s promising
technology, and there’s a lot of lithium, I guess, available to that sort of process, but we’re yet to see it on commercial
scale. So one thing that changed dramatically or materially in the lithium discussion is where the incremental demand is coming from.
It used to be all about EVs, but now you see battery energy storage, AI data center power requirements, and of course, continuing electrification
of the transportation. So demand for lithium on the demand side really looks to have improved. Why does McDermitt’s expected early
2030s production window potentially line up well with where you see this market heading given these new drivers?
Ian Rodger: Yeah. Well, Dmitry,
probably, again, zoom out on the mark and what’s changed in the last couple of years. That really sets a trajectory for what’s
ahead of us. And the most important structural change we’ve seen in the last two years is the emergence of stationary storage or
battery energy storage, BESS, as the second durable growth engine in the market alongside electric vehicles. So electric vehicles still
make up about 60% of the market, but battery energy storage has gone from, say, 13% in 2023 to expect to be over 30% this year at a very
strong compound annual growth rate.
And then if you overlay that
on the U.S. context, it even further enhances the value of McDermitt, really. The US, in terms of battery energy storage, is second largest
installer last year behind China. The point, I guess, a lot of people miss is that’s really driven by load growth. The U.S. is obviously
both capacity constrained and grid constrained, and we’ve got this AI build-out. So it’s really about being able to get more
out of the grid. There’s a range of different applications for battery energy storage, both from peaking, a range of applications
around maximizing transmission infrastructure, as well as obviously firming renewables. All a range of those applications are seeing significant
deployments in the U.S. And if you overlay that against other generation capacities, for example, gas turbines, the GE is taking orders
in the 2030s at the moment. Nuclear is obviously very interesting, but it’s a longer timeframe. So last year, solar and battery
together were heads and shoulders, the largest capacity addition to the U.S. grid, for example. So it’s really around AI driving
that load growth and batteries being part of the key solution to be able to win that AI race.
And layered on top of that really
is the sourcing question. It might be understood by your investors, but just quickly, obviously very supply chain dominated by China,
circa 90% of the LFP supply chain is in China. About 75% of our batteries are imported into the U.S. So if the U.S. are going to win that
AI race, it has to win the lithium batteries race. That’s where having projects that can produce lithium battery grade chemicals
in the U.S. are going to be key to winning that race. And so that’s really the value proposition for us, given the changing dynamics
in the market.
Dmitry Silversteyn: Absolutely.
It’s important that I think if part of your McDermitt project, you’re definitely considering that middle processing step,
not just a mining asset. And I think that’s probably where the biggest bottleneck in North America, unfortunately, is.
Moving on, McDermitt, as you
mentioned, is one of the first mining projects selected for federal FAST-41 process. And you’ve already established a relationship,
as you mentioned, with the Department of Energy. What does that government recognition practically mean for permitting and development?
And as the project advances through feasibility, what additional opportunities could there be for federal funding or other forms of government
support?
Water Tower Research
LLC
US Elemental Inc. (ULIT) - WTR Insights Conference
Ian Rodger: Yeah, good question.
Just to start off on summary on what the FAST-41 means, look, it’s a real endorsement. One of the first 10 projects added, there’s
been a bunch added since then, but it remains probably one of six lithium projects on that list. In practical terms, it’s a framework
to enhance transparency and seeks to improve timelines to make permitting decisions. Following that FAST-41 designation, we completed
the key federal permitting step late last year for this large exploration program that we’re about to kick off this month. So that’s
sort of proof in the pudding. And I think that plays this well, and it just really acknowledges the importance of this project to the
U.S. But I want to be clear, it’s not related to funding. It’s around permitting and trying to accelerate those decision-making.
On the DOE relationship, that’s
a separate technical one. We have a cooperative research and development agreement that’s still underway on that. That’s through
the DOE’s national labs. They’re looking at a range of different work streams, including beneficiation, byproduct potential,
and other work streams. Some of that work has potential to feed into our future work streams. Through the DOE national labs, we’re
working with a sort of wide range of partners on that side as well, so that works quite exciting.
I guess the question where you’re
leading is, where does this lead? What does it mean for future funding for McDermitt? Hard to give granular details around that, but what
I can say is that clearly the U.S. administration has heavily prioritized programs that are aimed at accelerating U.S. critical minerals
development. There’s been a range of initiatives. There’s been increasingly a focus on the battery supply chain. For example,
there’s been a bunch of DOE recent funding opportunity announcements in the battery space, just for one data point there. But clearly,
there’s been successive initiatives, project followed, et cetera, aimed at all around derisking critical minerals supply chains.
We continue to work pretty closely
with our Washington advisers, and really our focus is twofold. In the short-term, our focus is on funding opportunities that could co-fund
or accelerate pre-developed work streams, including the feasibility study. None of that’s guaranteed for sure, but over the longer
term, our goal is to work with those government agencies and offices that have the potential to provide project debt to fund construction,
where really our objective would be to achieve a similar outcome to Lithium Americas. Our neighbors to the south, they achieved a sort
of $2.3 billion loan from the Department of Energy, which funded about 75% of their Phase 1 construction capital costs.
So really, they’re the
two buckets we remain focused on. Nothing’s in the bank, but we’re actively working with a view to prioritizing that short-term
scope.
Dmitry Silversteyn: Understood.
I think it’s important for people to understand that permitting, the speed and simplicity of permitting, is a big boost to a project
like yours. I mean, where a lot of developers have died is they’ve run out of money while waiting for the government to get off
the pot and do what they’re supposed to do. And if nothing else, this process seemed to have streamlined that part, and helping
you derisk that story, I think, is almost as meaningful as the financial support when it eventually comes.
Ian Rodger: Yeah. No, I fully
agree. It makes a big difference. Permitting is something that’s often cited by investors as a concern here, and in the U.S. has
historically taken longer than other jurisdictions. So I think it’s a really positive step, and we’re pleased to be included
in that initiative.
Water Tower Research
LLC
US Elemental Inc. (ULIT) - WTR Insights Conference
Dmitry Silversteyn: Absolutely.
So let’s turn from the size of the resource to how you actually turn it into battery-grade lithium carbonate, which you mentioned
is the ultimate goal. Can you walk us through the process flow sheet, what the metallurgical work has demonstrated so far, and where you
see the biggest opportunities through the feasibility process to optimize recoveries, costs, water use, or overall project economics?
Ian Rodger: For sure. Look,
from a high-level look, the flow sheet is deliberately conventional. It’s really in terms of process steps, it’s a beneficiation
and asset leaching process. That first step, beneficiation, that really is essentially a particle separation process that separates the
fine fraction, which is the clay that carries the lithium from the coarse gangue material, and that upgrades the feed into the leach circuit.
Then that leach brings lithium and some other metals into solution. There’s then neutralization and other contaminant removal steps,
followed by purification to produce battery-grade lithium chemical.
Within that, there’s a
range of opportunities we’re excited about, but I think the ones I mentioned today are really both the beneficiation and the potential
for byproduct through magnesium. So firstly, on the beneficiation, the current flow sheet rejects about 28% of the mass, keeps 92% of
the lithium heading into that leach circuit. Based on what our peers have been able to achieve and the benchmarks we’ve compiled
internally, we think we can do a lot better than that. That 28% was based on our PFS work program, so we’re gearing up to do more
work around that. The more obviously we can reject out of that and upgrade that leach feed, given that most of the CapEx and the operating
costs are in the processing facility, that beneficiation step has the potential to really improve project economics materially, so we’re
quite excited about that.
On the magnesium in the PFS,
the flow sheet assumed magnesium – sorry, take a step back, the lithium and magnesium are associated within the clay matrix, and
so a lot of that beneficiation step removes other minerals, but a lot of the magnesium reports into that leachate solution, then treated
as a waste, has to be removed as magnesium sulphate. We’ve been, and that incurs a cost to dispose of that, et cetera. Magnesium
sulphate, not a particularly valuable product. We’ve been progressing proof-of-concept work for a circa 12 months now at different
levels, looking at trying to convert that into a more useful magnesium or more valuable magnesium compound with a view to establish a
pathway to magnesium metal production, which is obviously of high, high priority for the U.S. government. We think that’s really
interesting because both from a revenue point of view, but also through further processing has potential to remove some of the waste removal
costs, also potential to recycle some reagents.
So we’ve done proof-of-concept
test work, we’ve got more test work underway with engineering and we expect to provide a broader update on magnesium towards the
end of the year. We think it’s really exciting, but clearly a lot of work to go in yet to really determine the size of the price
here in terms of the economic impact to the project. So they’re the two we’re most excited about. We think that the PFS parameters
are sort of a good base case and we expect to be able to materially improve on them through these two optimizations and others.
Dmitry Silversteyn: Understood,
understood. Thank you, Ian. So let’s talk a little bit more about finance and what investors are interested in. If we look at your
development timeline, the next couple of years appear particularly important. What are the key technical feasibility permitting and financing
milestones that investors should watch for over the next, let’s say 12 to 18 months? And which of these do you think could do the
most to change the market’s perception of McDermitt from a large lithium resource into a development ready project?
Water Tower Research
LLC
US Elemental Inc. (ULIT) - WTR Insights Conference
Ian Rodger: Yeah. Look, I think
for me the key catalyst, it starts with the listing itself. US Elemental is expected to complete a list on the Nasdaq under ULIT ticker
in fourth quarter this year, subject to closing out the remaining conditions. We’re well progressed in the SEC review. There’s
still work to be done there to have our key S-4 document go effective, which we’re expecting late September, early, or sometime
in October. And then we’re progressing the parallel financing stream. And that’s progressing well with a pathway to achieve
our expected financing outcome of $20 million to $30 million. So getting that transaction closed before Christmas will be a key catalyst,
allowing U.S. investors clearly to access the McDermitt project, but fundamentally also provides the funding runway to get through a number
of key value catalysts, including this infill drilling program. So we’ve just announced an infill drilling program that we’re
commencing later this month, being September at McDermitt. That’s really a key infill drill program to provide the data required
for the feasibility study. So there’ll be a lot of news flow around that over the next circa three to six months.
And following on from that,
assuming the transaction closes as expected, we’ll roll into a feasibility study. There’ll be updates on the magnesium workflow
with a view that we’ll have the feasibility study wrapped up around the end of 2027 and progressing towards an investment decision
circa 2029. So that’s really the timeframe ahead of us. Really, this transaction, in summary, delivers the funding to keep the momentum
moving on this project. Most of that funding will go into the ground and really drive forward the project and basically result in these
derisking milestones as we progress the project forward.
Dmitry Silversteyn: Great, Ian.
Thank you. So it sounds like a very exciting couple of years in front of you with a lot of irons in the fire. So let’s hope that
they’re all at temperature at the same time. Sorry to strain the analogy there.
So let me finish by giving you
the floor for a couple of minutes. Investors have plenty of lithium companies competing for their attention, as we talked about earlier.
So if you were speaking directly to an investor deciding whether to spend more time on US Elemental today, what are the two or three things
that make McDermitt different? And why is now the right time to get involved in the story rather than waiting until the end of feasibility
or permitting or further advances in the project?
Ian Rodger: Thanks, Dmitry.
Look, I think fundamentally, McDermitt, as of sort of run through, differentiated strategic U.S. lithium asset. It’s been all but
invisible for U.S. investors today, since basically it was discovered. It’s been held in an Australian company, which has limited
the exposure to U.S. investors.
The second point is, this transaction
will enable U.S. investors to get access to McDermitt. We believe the opportunities price very attractively to our peer set. And really,
it’s an attractive entry point into what is going to be a really catalyst rich next six to 12 months. As we achieve these milestones,
we expect US Elemental will reflect that in its valuation and provide that uplift and rewrite as we get through these key milestones heading
towards the completion of feasibility state. So that’s really the opportunity for investors to get involved post-listing, but on
our journey to complete the feasibility study and benefit from that uplift. And again, we want one of the more advanced projects in the
U.S. critically differentiated and available on the U.S. market for the first time. So I encourage investors to take a look. And if there’s
any questions, happy to take them directly.
Dmitry Silversteyn: Great. That’s
a great summary. Thank you, Ian Rodger, for a great discussion. And thanks to everyone for joining us today.
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