US Elemental (CSTAF) plans Nasdaq listing via $571M lithium SPAC deal
Rhea-AI Filing Summary
Constellation Acquisition Corp I agreed to a Business Combination with HiTech Minerals to form US Elemental Inc., a U.S. lithium development company valued at an implied equity value of $500 million and pro forma enterprise value of about $571 million. US Elemental is expected to list on Nasdaq, holding the McDermitt and Clayton North lithium projects, with closing targeted for the second half of 2026 subject to shareholder approvals and a $14 million minimum cash condition.
Jindalee, HiTech’s parent, is expected to receive 50 million US Elemental shares and retain a majority stake, while Antarctica Capital affiliates commit $1.55 million now and a further $2.5 million at closing via convertible preferred stock and equity. The preferred carries up to 12.0%–15.0% dividend rates, is convertible into common shares with anti-dilution protections, and is paired with five-year warrants exercisable at $11.50 per share.
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Insights
Constellation’s de-SPAC into a U.S. lithium developer is a major but balanced shift.
Constellation Acquisition Corp I plans to merge with HiTech Minerals, creating US Elemental with an implied equity value of $500 million and pro forma enterprise value of $571 million. Jindalee will roll 100% of its interest, receiving 50 million shares and retaining majority ownership, aligning existing owners with future performance.
The deal depends on several conditions, including Constellation and Jindalee shareholder approvals, Nasdaq listing and a $14 million minimum cash condition after expenses. That minimum is expected to be met through additional capital raising, so actual redemptions and PIPE demand will shape post-closing capitalization and liquidity.
An Antarctica affiliate provides near-term funding via $1.55 million of 12.0% cumulative convertible preferred stock plus a $2.5 million closing commitment, with anti-dilution resets and five-year warrants at $11.50. These instruments support financing but add structured, senior capital and potential future dilution, making overall impact on existing shareholders finely balanced.
8-K Event Classification
Key Figures
Key Terms
Business Combination Agreement financial
Minimum Cash Condition financial
PIPE financing financial
Series A Cumulative Convertible Preferred Stock financial
Registration Statement on Form S-4 regulatory
registration rights agreement financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry Into A Material Definitive Agreement.
Business Combination Agreement
The Business Combination
On April 9, 2026, Constellation Acquisition Corp I, a Cayman Islands exempted company (“CSTA”), US Elemental Inc., a Delaware corporation (“PubCo”), CAC Merger Sub I LLC, a Delaware limited liability company and a direct wholly owned subsidiary of PubCo (“Merger Sub 1”), USE Merger Sub 2 Inc., a Nevada corporation (“Merger Sub 2”), and HiTech Minerals Inc., a Nevada corporation (“HiTech”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement.
The Business Combination Agreement provides for, among other things, the consummation of the following transactions (the transactions contemplated by the Business Combination Agreement, collectively, the “Business Combination”):
| (i) | CSTA will merge with and into Merger Sub 1 (the “Initial Merger”), with Merger Sub 1 being the surviving company (as defined in the Cayman Act) and remaining a wholly owned subsidiary of PubCo, and CSTA will cease to exist and will be struck off the Register of Companies in the Cayman Islands. Immediately following the Initial Merger, Merger Sub 2 will become a direct wholly owned subsidiary of PubCo and Merger Sub 2 will merge with and into HiTech, with HiTech being the surviving entity and becoming a wholly owned subsidiary of PubCo, on the terms and subject to the conditions in the Business Combination Agreement; |
| (ii) | each unit of CSTA (which was issued by CSTA in CSTA’s initial public offering or the exercise or the underwriters’ overallotment option) issued and outstanding prior to the Initial Merger will be automatically detached and deemed to consist of (y) one Class A ordinary share of CSTA, par value $0.0001 per share (the “CSTA Class A Ordinary Shares”) and (z) one-third of a warrant of CSTA (“CSTA Warrant”); |
| (iii) | (A) each issued and outstanding Class B ordinary share, par value $0.0001 per share, of CSTA (the “CSTA Class B Ordinary Shares”) will automatically convert into a CSTA Class A Ordinary Share, and (B) each CSTA Class A Ordinary Share (for clarity, including each converted CSTA Class B Ordinary Share) issued and outstanding will automatically be cancelled, cease to exist and exchanged for one newly issued share of common stock, par value $0.0001 per share, of PubCo (the “PubCo Common Shares”); |
| (iv) | Intercompany amounts or obligations funded by Jindalee Lithium Limited, HiTech’s parent (“Jindalee”), as a loan to HiTech, (a) existing as of September 3, 2025 will be settled at the Closing through the issuance of PubCo Loan Warrants, with the number of PubCo Loan Warrants equal to (y) the principal amount outstanding under the applicable Existing Jindalee Intercompany Amounts divided by (z) $1.50 and (b) incurred after that date and prior to the Closing in order to finance ordinary course operations of HiTech or HiTech Transaction Expenses will, at Jindalee’s election prior to the Initial Merger Effective Time, either be settled in cash or converted into PubCo Common Shares at a 15% discount to the IPO Price per Share; |
| (v) | (a) Existing Sponsor Loans will be converted at the Initial Closing, into PubCo Loan Warrants, with the number of PubCo Loan Warrants equal to (y) the principal amount outstanding under the applicable Sponsor Loans divided by (z) $1.50, (b) Continuing Sponsor Loans used to finance SPAC Transaction Expenses or Other Transaction Expenses that are due and payable prior to the Acquisition Closing will be repaid in cash at the Acquisition Closing, and (c) Continuing Sponsor Non-Transaction Loans used other than to finance SPAC Transaction Expenses or Other Transaction Expenses will be converted into PubCo Loan Warrants at the Initial Closing, with the number of PubCo Loan Warrants equal to (y) the principal amount outstanding under the applicable Sponsor Loans divided by (z) $1.50, immediately prior to the Initial Merger Effective Time; |
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| (vi) | each CSTA Warrant will be automatically assumed by PubCo and will be converted into a warrant to purchase one PubCo Common Share; and |
| (vii) | the shares of Preferred Stock (as defined below) will be cancelled and exchanged for Preferred Stock of PubCo. |
The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of CSTA (the “CSTA Board”) and HiTech. Prior to the closing of the Business Combination (the “Closing”), PubCo’s certificate of incorporation will be amended and restated in its entirety in a form to be mutually agreed in good faith by CSTA and HiTech, and filed with the Secretary of State of the State of Delaware.
The Business Combination is expected to close in the second half of 2026, following the receipt of the required approval by CSTA and HiTech’s shareholders and the fulfillment of other customary closing conditions.
Consideration
Under the terms of the Business Combination Agreement, the aggregate consideration in the Business Combination is derived from an equity value of $500 million.
Representations and Warranties; Covenants
The Business Combination Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type. PubCo has agreed to take all action as may be necessary or appropriate such that, immediately after the Closing, PubCo’s board of directors (the “PubCo Board”) will consist of seven directors, which will be comprised of (A) one individual appointed by CSTA and (B) up to six individuals appointed by HiTech, in each case with written notice to be delivered to PubCo sufficiently in advance to allow for inclusion of such individuals in the Proxy/Registration Statement on Form S-4 (the “Registration Statement”). In addition, the PubCo Board will adopt an equity incentive plan prior to Closing.
Conditions to Each Party’s Obligations
The obligation of CSTA, PubCo, Merger Sub 1, Merger Sub 2, and HiTech to consummate the Business Combination is subject to certain customary closing conditions, including, but not limited to, (i) the required approval of the shareholders of CSTA, HiTech and Jindalee, (ii) the effectiveness of the Registration Statement to be filed by PubCo, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), registering certain PubCo Common Shares to be issued in the Business Combination, and (iii) the absence of any order, law or other legal restraint or prohibition issued by any court of competent jurisdiction or other governmental entity of competent jurisdiction prohibiting or preventing the consummation of the transactions contemplated by the Business Combination Agreement, other than any such restraint that is immaterial.
The obligations of HiTech to consummate the Business Combination will also be subject to the Minimum Cash Condition (as defined in the Business Combination Agreement) of $14,000,000 having been met prior to Closing.
Further, effective upon the Closing, PubCo, Constellation Sponsor LP, a Delaware limited partnership (the “Sponsor”) and Jindalee have agreed to enter into a registration rights agreement in a form to be mutually agreed by HiTech, Jindalee and CSTA (the “Registration Rights Agreement”) pursuant to which, among other things, (a) PubCo will commit to file a resale shelf registration statement that includes, among other things and subject to certain exceptions, the Shareholder Merger Consideration (as defined in the Business Combination Agreement) held by signatories to the Registration Rights Agreement, and (b) affords those registration rights holders customary demand and “piggy-back” registration rights.
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Termination
The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the Closing, including, but not limited to, (i) by mutual written consent of CSTA and HiTech, (ii) by either CSTA or HiTech, if any governmental entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered an order which has the effect of making illegal or otherwise preventing or prohibiting consummation of the transactions contemplated under the Business Combination Agreement and such order shall have become final and nonappealable, (iii) by HiTech if the CSTA Board or any committee thereof has withheld, withdrawn, qualified, amended or modified the SPAC Board Recommendation, (iv) by either CSTA or HiTech if the required approvals are not obtained from the shareholders of Jindalee, after the conclusion of a meeting of Jindalee shareholders held for such purpose at which such shareholders voted on such approvals, (v) by either CSTA or HiTech if the required approvals are not obtained from CSTA Shareholders after the conclusion of a meeting of shareholders held for such purpose at which such shareholders voted on such approvals, (vi) by CSTA if the board of directors of Jindalee (the “Jindalee Board”) effects a Change of Company Recommendation, (vii) by HiTech if the Jindalee Board authorizes HiTech or Jindalee to enter into an Alternative Acquisition Agreement, (viii) by CSTA if HiTech breaches any representation, warranty or covenant in the Business Combination Agreement, which is not cured or cannot be cured within 30 days, such that certain conditions to closing cannot be satisfied at the relevant Closing, (ix) by HiTech if CSTA breaches any representation, warranty or covenant in the Business Combination Agreement, which is not cured or cannot be cured within 30 days, such that certain conditions to closing cannot be satisfied at the relevant Closing, and (viii) subject to certain limited exceptions, by either CSTA or HiTech if the transactions contemplated by the Business Combination Agreement have not been consummated on or prior to January 9, 2027.
If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement, except in the case of a willful and material breach or fraud and for customary obligations that survive the termination thereof (such as confidentiality obligations); provided that, if the Business Combination Agreement is terminated (i) by written notice from CSTA or HiTech to the other upon the failure to obtain the Required Shareholder Approval at the Jindalee Shareholder Meeting duly convened therefor or at any adjournment or postponement thereof taken in accordance with the Business Combination Agreement or the Shareholder Support Agreement and (y) if Jindalee effected a Change of Company Recommendation prior to the Jindalee Shareholders Meeting at which a vote for the Required Parent Shareholder Approval was actually taken or (z) as a result of the failure to receive the Required Parent Shareholder Approval following such time as a certain Company Parent Acquisition Transaction occurred at the Jindalee level, (ii) by written notice from CSTA to HiTech prior to the receipt of the Required Parent Shareholder Approval if the Jindalee Board effects a Change of Company Recommendation, or (iii) by written notice from HiTech to CSTA prior to the receipt of the Required Parent Shareholder Approval if the Jindalee Board authorized HiTech or Jindalee to enter into an Alternative Acquisition Agreement after the termination of this Agreement, to the extent permitted by and in accordance with the terms of the Business Combination Agreement, HiTech will pay to CSTA its reasonable and documented expenses incurred in connection with the Transactions through the date the Business Combination Agreement is terminated, which will not exceed $6,000,000.
A copy of the Business Combination Agreement is attached as Exhibit 2.1 hereto and is incorporated herein by reference. The foregoing description of the Business Combination Agreement and the transactions contemplated thereby is qualified in its entirety by reference thereto. The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in important part by the underlying disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. CSTA does not believe that these schedules contain information that is material to an investment decision.
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Sponsor Support Agreement
Concurrently with the execution of the Business Combination Agreement, Sponsor, CSTA and HiTech entered into a sponsor support agreement (the “Sponsor Support Agreement”), pursuant to which, among other things, and subject to the terms and conditions set forth therein, Sponsor agrees (i) to vote all SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares (“CSTA Shares”) held by them in favor of the Business Combination and the Transaction Proposals, (ii) to waive the anti-dilution rights of the CSTA Class B Ordinary Shares under the SPAC Charter, (iii) to forfeit a specified amount of CSTA Shares when and if required in accordance with the express terms thereof, (iv) to appear at the extraordinary general meeting of the CSTA shareholders (the “CSTA Shareholders’ Meeting”) in person or by proxy for purposes of counting towards a quorum, (v) to vote all CSTA Shares against any proposals that would in any material respect impede the Business Combination or any other Transaction Proposal, (vi) not to redeem any CSTA Shares, (vii) not to transfer any CSTA Shares, other than as permitted therein, (viii) to the fullest extent permitted by law, waive any rights of dissent pursuant to section 238 of the Cayman Act in respect to all CSTA Shares with respect to the Initial Merger, to the extent applicable, and (ix) to agree to a lock-up of its PubCo Common Shares during the respective periods as set forth therein.
A copy of the Sponsor Support Agreement is filed with this Current Report as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Sponsor Support Agreement is qualified in its entirety by reference thereto.
Parent Transaction Support Agreement
Concurrently with the execution of the Business Combination Agreement, CSTA and Jindalee entered into a transaction support agreement (the “Parent Transaction Support Agreement”), pursuant to which, among other things, and subject to the terms and conditions set forth therein, Jindalee agreed (i) to execute and deliver to CSTA, HiTech and PubCo a written consent in its capacity as the sole voting shareholder of HiTech casting a vote to approve the Business Combination promptly following receipt of the Required Parent Shareholder Approval, (ii) to hold a meeting of its shareholders for the purposes of obtaining the necessary consent for the Company to consummate the Business Combination and to solicit the vote necessary to obtain the Required Parent Shareholder Approval and agree to such other actions with respect to the meeting of the Jindalee shareholders (the “Jindalee Shareholders’ Meeting”) as set forth therein, (iii) to agree to a lock-up of its PubCo Common Shares during the respective periods as set forth therein, (iv) not to transfer any HiTech Shares, and (v) to unconditionally and irrevocably waive the dissenters’ rights pursuant to the Nevada Revised Corporations Act of the State of Nevada in respect to all Company Shares with respect to the Acquisition Merger, if applicable.
A copy of the Parent Transaction Support Agreement is filed with this Current Report as Exhibit 10.2 and is incorporated herein by reference, and the foregoing description of the Parent Transaction Support Agreement is qualified in its entirety by reference thereto.
Parent Shareholder Voting Agreement
Concurrently with the execution of the Business Combination Agreement, certain record and beneficial owners of issued and outstanding ordinary shares of Jindalee (the “Supportive Parent Shareholders”) entered into a transaction support agreement (collectively, the “Parent Shareholder Voting Agreement”) with Jindalee, pursuant to which among other things and subject to the terms and conditions set forth therein, each Supportive Parent Shareholder agrees (i) to appear at the Jindalee Shareholders’ Meeting in person, by proxy or power of attorney for purposes of counting towards a quorum, (ii) to vote, or cause to be voted, all Jindalee shares held or controlled by such Supportive Parent Shareholder in favor of the Company’s consummation of the Business Combination and against any proposals that would in any material respect impede the Business Combination or any other acquisition proposal by a third party, and (iii) prior to the Acquisition Closing, not to transfer any securities in Jindalee.
The form of Parent Shareholder Voting Agreement is filed with this Current Report as Exhibit 10.3 and is incorporated herein by reference, and the foregoing description of the Parent Shareholder Voting Agreement is qualified in its entirety by reference thereto.
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Class B Holder Support Agreement
Concurrently with the execution of the Business Combination Agreement, CSTA, certain holders of CSTA Class B Ordinary Shares (each as “Class B Holder” and, collectively, the “Class B Holders”) and HiTech entered into letter agreements (the “Class B Holder Support Agreements”), pursuant to which, among other things, each Class B Holder agreed to (i) vote in favor of each of the Transaction Proposals, including approval of the Business Combination Agreement and the transactions contemplated thereby, (ii) waive all anti-dilution protections with respect to the conversion of CSTA Class B Ordinary Shares into CSTA Class A Ordinary Shares, and (iii) refrain from transferring or encumbering their CSTA Class B Ordinary Shares (or after the Closing, PubCo Common Shares) until the earlier of (y) 12 months after the Closing or PubCo’s completion of a qualifying change-of-control transaction or (z) certain specific events, including the occurrence of PubCo’s share price reaching a specific threshold.
The form of Class B Holder Support Agreement is filed with this Current Report as Exhibit 10.4 and is incorporated herein by reference, and the foregoing description of the Class B Holder Support Agreements is qualified in its entirety by reference thereto.
Convertible Preferred Share Purchase Agreement
Concurrently with the execution of the Business Combination Agreement, on April 9, 2026, Endurance Antarctica Partners II, LLC (the “Purchaser”), an affiliate of Antarctica Capital and the Sponsor, entered into a securities purchase agreement with Jindalee and HiTech (the “Convertible Preferred SPA”), pursuant to which the Purchaser (A) purchased from HiTech 1,550 shares of 12.0% Series A Cumulative Convertible Preferred Stock (the “Preferred Stock”), having the rights and privileges set forth in the Certificate of Designation included as an exhibit to the Convertible Preferred SPA (the “Certificate of Designation”), for an aggregate purchase price of $1,550,000, and (B) committed to purchase $2,500,000 in newly issued equity or equity-linked securities of PubCo, on substantially the same terms as PIPE Financing Agreements to be executed in connection with the Business Combination, subject to certain terms and conditions, including that the “Minimum Cash Condition” in the Business Combination Agreement is satisfied and not waived (unless Purchaser consents to such waiver) at the time of the Closing. Pursuant to the Convertible Preferred SPA, the Preferred Stock will automatically be cancelled and exchanged for Preferred Stock of PubCo at the time of the Closing, and PubCo will issue a number of warrants to Purchaser or its permitted transferees that is equal to the Accrued Value (as defined in the Certificate of Designation) divided by the Conversion Price (as defined in the Certificate of Designation), in each case, measured as of the date of Closing (the “Warrants”). Such securities will be issued in a private placement pursuant to Section 4(a)(2) of the Securities Act. The PubCo Common Shares issuable upon conversion of the Preferred Stock and exercise of the Warrants will be included as “Registrable Securities” under a Registration Rights Agreement to be entered into at the Closing.
If any securities are issued and sold in a PIPE in connection with the Business Combination with terms more favorable to the purchaser thereof than the terms set forth in the Convertible Preferred SPA applicable to Purchaser (including, without limitation, valuation, conversion price or mechanics, mandatory or optional redemption, discount, warrant coverage, liquidation preference, collateral, restrictive covenants, anti-dilution protection, or other economic or governance right), then the parties to the Convertible Preferred SPA have agreed, at the option of the Purchaser, to promptly amend any applicable documents to extend such more favorable term or terms to the Purchaser.
In connection with such purchase of Preferred Stock, Jindalee and Purchaser executed a Parent Guarantee, dated as of April 9, 2026, pursuant to which Jindalee agreed to guarantee HiTech’s payment obligation in connection with the mandatory redemption of the Preferred Stock and any Accrued Value (as defined in the Certificate of Designation) if the Business Combination Agreement is terminated.
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The Preferred Stock will vote together with the PubCo Common Shares after the Closing and shall rank senior to all existing and future classes of equity securities with respect to dividend and liquidation rights. The Preferred Stock will accrue dividends daily at the rate of (a) if paid in kind, 12.0% per annum of the original issue price, plus the amount of previously accrued dividends paid in kind, or (b) if paid in cash, 10.0% per annum of the original issue price, plus the amount of previously accrued dividends. Such dividends compounded quarterly. Upon the occurrence and during the continuation of any Event of Default (as defined in the Certificate of Designation), the dividend rate shall automatically increase to 15.0% until such Event of Default is cured or waived. The initial conversion price for the Preferred Stock will be $1,000.00 per share, subject to customary anti-dilution adjustments. Starting on the six month anniversary of the Closing and thereafter, on a quarterly basis through the second anniversary of the closing of the Closing, the conversion price will be subject to a downward adjustment based on the 20-day trailing volume-weighted average price of PubCo Common Shares, provided that the conversion price will not be reduced below $7.50 per share. Following the Closing, PubCo may redeem the Preferred Stock subject to certain premiums to the Accrued Value and the Preferred Stock will be redeemable at the option of the Purchaser at 100% of the Accrued Value after the fifth anniversary of the Closing. In the event of a change of control of PubCo after the Closing, PubCo will be required to offer to repurchase the Preferred Stock for cash at the greater of (i) the applicable call premium multiple of the Accrued Value, and (ii) the amount holder of the Preferred Stock would receive if the Preferred Stock were converted into PubCo Common Shares. Commencing on the day after the Closing, as long as the Purchaser owns at least 20% of the Preferred Stock issued and outstanding as of the Closing, PubCo or any of its successors shall not, without the affirmative vote or action by written consent of the holders of a majority of the Preferred Stock then outstanding: (i) alter or change the rights, preferences, or privileges of the Preferred Stock; (ii) increase or decrease the authorized number of shares of Preferred Stock, or issue any additional shares thereof; (iii) create any new class or series of shares having rights, preferences, or privileges senior to or on parity with the Preferred Stock; or (iv) amend, replace, or repeal the certificate of incorporation or bylaws in a manner that adversely affects the Preferred Stock.
The Warrants to be issued at the Closing pursuant to the Convertible Preferred Share Purchase Agreement will expire five years from the Closing and will be initially exercisable at $11.50 per share, subject to the same anti-dilution and other adjustments applicable to the Preferred Stock.
The Convertible Preferred SPA, the Certificate of Designation, the form of Warrant, and the Parent Guarantee are filed with this Current Report as Exhibit 10.5, Exhibit 10.6 and Exhibit 10.7, respectively, and are incorporated herein by reference, and the foregoing descriptions of such documents are qualified in their entirety by reference thereto.
Item 7.01. Regulation FD Disclosure.
On April 9, 2026, CSTA and HiTech issued a joint press release announcing the signing of the Business Combination Agreement. The joint press release is furnished hereto as Exhibit 99.1 and incorporated by reference into this Item 7.01.
On April 9, 2026, Jindalee also issued a press release announcing the signing of the Business Combination Agreement. The press release is furnished hereto as Exhibit 99.2 and incorporated by reference into this Item 7.01.
Furnished as Exhibit 99.3 hereto and incorporated into this Item 7.01 by reference is the investor presentation that the parties to the Business Combination Agreement have prepared for use in connection with the Business Combination.
The information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, are 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 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.
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Cautionary Note Regarding Forward Looking Statements
Certain statements included in this Current Report 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, 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; (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 the Current Report, 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 published on the date hereof 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, 2024 (the “Annual Report”), and in those other documents that CSTA has filed, or that PubCo and CSTA will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. The risks and uncertainties above are not exhaustive, and there may be additional risks that none of the Contracting Parties presently know or that they currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward looking statements reflect relevant Contracting Parties’ expectations, plans or forecasts of future events and views as of the date of the 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 the 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 expected to prepare 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.
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This Current Report 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 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.”
No Offer and Non-Solicitation
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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 2.1† | Business Combination Agreement, dated as of April 9, 2026, by and among CSTA, PubCo, Merger Sub 1, Merger Sub 2, and HiTech. | |
| 10.1 | Sponsor Support Agreement, dated as of April 9, 2026, by and among CSTA, Sponsor, PubCo, and HiTech. | |
| 10.2 | Parent Transaction Support Agreement, dated as of April 9, 2026, by and between CSTA and Jindalee. | |
| 10.3 | Form of Parent Shareholder Voting Agreement, by and between Jindalee and certain shareholders of Jindalee. | |
| 10.4 | Form of Class B Holder Support Agreement, by and between the Class B Holders, CSTA and HiTech. | |
| 10.5 | Securities Purchase Agreement, dated as of April 9, 2026, by and between Jindalee, HiTech and Purchaser. | |
| 10.6 | Form of Warrant. | |
| 10.7 | Parent Guarantee, dated as of April 9, 2026, by and between Jindalee and Purchaser. | |
| 99.1 | Joint Press Release, dated as of April 9, 2026, issued by HiTech and CSTA. | |
| 99.2 | Press Release, dated as of April 9, 2026, issued by Jindalee. | |
| 99.3 | Investor Presentation, dated as of April 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| † | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
9
SIGNATURES
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.
| CONSTELLATION ACQUISITION CORP I | ||
| Date: April 9, 2026 | By: | /s/ Chandra R. Patel |
| Name: | Chandra R. Patel | |
| Title: | Chief Executive Officer | |
10
Exhibit 99.1
US Elemental, a U.S. Lithium Development Company, to List on NASDAQ Through Business Combination with Constellation Acquisition Corp. I
US Elemental will hold the McDermitt Lithium Project, one of the largest lithium resources in the United States, with approximately 21.5 million tonnes of lithium carbonate equivalent (LCE).
Focused on advancing domestic lithium supply to support growing U.S. demand for batteries, electrification and energy storage.
NASDAQ listing expected to expand access to U.S. institutional investors and development capital.
Transaction sponsored by Antarctica Capital, a global investment manager with over $10 billion of assets under management.
Existing HiTech Mineral’s owners and management will roll 100% of their interests into the combined company, which reflects their support for the combination, as well as confidence in the go-forward prospects for the combined entity.
Business combination implies a pro forma enterprise value of approximately $571M.
New York, New York, April 9, 2026 – HiTech Minerals Inc. (“HiTech Minerals”), a wholly owned subsidiary of Jindalee Lithium Limited (“Jindalee”) (ASX: JLL), a public company listed in Australia, and Constellation Acquisition Corp. I (“Constellation”) (OTCPK: CSTAF), a special purpose acquisition company sponsored by affiliates of Antarctica Capital, LLC (“Antarctica”), today announced that they have entered into a definitive business combination agreement that would result in the common stock of US Elemental Inc. (“US Elemental” or the “Company”), a newly formed U.S. lithium development company, expected to be publicly listed on Nasdaq under the ticker “ULIT.”
Upon closing, US Elemental will hold the U.S. lithium assets currently owned by HiTech Minerals. These assets include the McDermitt Lithium Project in Oregon (the “McDermitt Project”) and the Clayton North Project in Nevada.
The proposed transaction (the “Transaction”) is expected to position US Elemental to advance large-scale domestic lithium resources at a time of increasing demand for critical minerals within the United States.
COMPANY AND ANNOUNCEMENT HIGHLIGHTS
Large-Scale U.S. Lithium Resource
| ● | US Elemental will hold the McDermitt Project, which contains a mineral resource of approximately 21.5 million tonnes LCE and is expected to support a multi-decade project life of approximately 63 years, positioning it among the largest lithium deposits in the United States. |
Compelling Project Economics
| ● | According to the McDermitt Project’s pre-feasibility study, McDermitt is expected to generate an estimated $3.2 billion NPV (8%) and 17.9% post-tax IRR, with planned production of approximately 47,500 tonnes per year of lithium carbonate during the first decade of operations. |
Positioned Within the U.S. Critical Minerals Supply Chain
| ● | The McDermitt Project aligns with U.S. policy priorities to develop domestic sources of lithium and strengthen supply chains supporting electric vehicles, battery storage and advanced manufacturing. |
Clear Pathway to U.S. Public Markets
| ● | The Transaction is expected to create a U.S.-listed lithium development company, expanding access to U.S. institutional investors and capital to support continued technical advancement and development of the company’s assets. |
Majority Ownership by Jindalee
| ● | Jindalee Lithium is expected to roll over 100% of its equity interest in the U.S. assets and retain a majority ownership position in US Elemental following completion of the Transaction. |
Transaction Value
| ● | The proposed business combination implies a pro forma enterprise value of approximately $571 million, with consideration payable to Jindalee primarily in shares of US Elemental. |
2
MANAGEMENT COMMENTS
“Establishing US Elemental as a U.S.-listed company represents an important milestone in unlocking the value of our U.S. lithium assets,” commented Ian Rodger, Chief Executive Officer of Jindalee and incoming Chief Executive Officer of US Elemental.
“We believe the McDermitt Project is one of the largest lithium resources in the United States, and this Transaction is expected to position the Company to access the capital and strategic partnerships needed to advance development. We believe a U.S. listing provides stronger alignment with investors, policy initiatives and industrial partners focused on building a secure domestic critical minerals supply chain,” Rodger concluded.
Chandra Patel, Chairman and Chief Executive Officer of Constellation and Managing Partner of Antarctica Capital, said:
“We believe US Elemental offers investors exposure to a significant U.S. lithium resource at an important time for the industry. Demand for battery materials continues to grow and there is increasing emphasis on developing domestic sources of supply. The McDermitt Project, combined with the team’s experience and the scale of the resource, creates a strong platform for long-term growth. In addition, we believe our track record as a constructive and value-added sponsor makes us compelling partners to enable the Company to successfully execute its public listing and become an industry leader.”
3
TRANSACTION OVERVIEW
The Transaction values US Elemental at an implied pro forma enterprise value of approximately $571 million. Under the terms of the agreement:
| ● | HiTech Minerals, which holds Jindalee’s U.S. projects, will become a wholly owned subsidiary of US Elemental. |
| ● | Jindalee Lithium will roll over 100% of its equity interest in the U.S. assets and is expected to hold approximately 80% or more of US Elemental following the closing, subject to customary adjustments, including shareholder redemptions by Constellation and additional financing being raised. |
| ● | The transaction contemplates a capital raise of approximately $20-30 million, including a $4 million PIPE investment from affiliates of Antarctica Capital and additional potential third-party investors. |
| ● | The combined Company is expected to have approximately $15 million of cash on the balance sheet at closing, after Transaction related expenses. |
Cash sources are expected to include proceeds from Constellation’s trust account that is not redeemed and proceeds from any PIPE financing or other financing arrangements that may be pursued prior to closing. The boards of directors of both companies have approved the Transaction.
The transaction is expected to close in H2 2026, subject to regulatory and customary closing conditions, including approval by shareholders of Constellation and Jindalee and satisfaction of a minimum cash condition ($14 million net of certain transaction expenses).
Additional information about the Transaction, including a copy of the business combination agreement and the investor presentation, will be provided in a Current Report on Form 8-K to be filed by Constellation with the U.S. Securities and Exchange Commission (the “SEC”) and available at www.sec.gov.
4
STRATEGIC RATIONALE
US Elemental is being established to create a U.S.-focused platform dedicated to advancing domestic lithium resources. The Transaction is intended to position the Company closer to U.S. capital markets, strengthen alignment with national priorities around critical minerals supply and support the continued development of its projects, including the McDermitt and Clayton North assets.
By creating a U.S.-listed company, US Elemental is expected to broaden access to institutional investors and potential strategic partners while improving the Company’s ability to fund the next phase of technical work, feasibility studies and permitting. The structure also allows the Company to operate within the rapidly developing U.S. supply chain for battery materials and energy storage.
Key elements of the strategy include:
| ● | Establishing a U.S.-listed platform dedicated to advancing large-scale domestic lithium resources, including the McDermitt Project and Clayton North project |
| ● | Expanding access to U.S. institutional investors and capital markets through a NASDAQ listing |
| ● | Aligning the Company with U.S. initiatives aimed at strengthening domestic supply chains for critical minerals |
| ● | Supporting continued project advancement, including drilling, technical studies, permitting and development activities |
The McDermitt Project has been included in federal transparency initiatives supporting strategic mineral development in the United States. Following completion of the Transaction, US Elemental is expected to remain closely aligned with Jindalee, which is anticipated to retain a significant ownership position while the Company operates as an independent U.S.-listed entity focused on advancing its portfolio.
5
CONFERENCE CALL INFORMATION
US Elemental and Constellation will host a live investor webcast on April 16, 2026 at 10:00 AM Eastern Time to discuss the proposed business combination, anticipated Nasdaq listing and plans to develop the McDermitt Lithium Project. The webcast will include a Q&A session.
Investors may register in advance at the following link: Conference Zoom Link
ADVISORS
Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, is acting as capital markets advisor and placement agent in connection with the Transaction and associated PIPE financing.
Alliance Advisors, LLC has been engaged to provide investor relations and communications support in connection with the Transaction, including investor messaging, market engagement and announcement execution support.
Perkins Coie LLP are acting as US legal counsel to Jindalee. Piper Alderman are acting as Australian legal counsel to Jindalee. Kirkland & Ellis LLP are acting as US legal counsel to Constellation.
ABOUT US ELEMENTAL
US Elemental Inc. is a U.S. lithium development company focused on advancing large-scale domestic lithium resources. The Company’s portfolio includes the McDermitt Lithium Project in Oregon and the Clayton North Project in Nevada, which are positioned to support growing demand for battery materials and critical minerals in the United States.
ABOUT JINDALEE
Jindalee Lithium is an Australian company focused on developing the McDermitt Lithium Project, one of the largest lithium resources in the U.S. With 100% ownership and unencumbered offtake rights, Jindalee is strategically positioned to support America’s energy security and domestic supply of critical minerals. The Company recently completed a Pre-Feasibility Study (PFS) confirming McDermitt’s scale, long-life, and low-cost production potential, with strong engagement from US government agencies, including the Department of Energy.
ABOUT CONSTELLATION ACQUISITION CORP. I AND ANTARCTICA CAPITAL
Constellation Acquisition Corp. I (“CSTA”) is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination. CSTA is led by executives of Antarctica Capital, an international investment firm headquartered in New York with $10 billion of assets under management as of December 31, 2025. Antarctica Capital is dedicated to investments in public and private markets and the establishment of long-term capital vehicles to leverage this investment focus. For more information about CSTA, visit https://constellationacquisition.com. For more information about Antarctica Capital, visit https://antarcticacapital.com.
6
NO OFFER OR SOLICITATION
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Transaction 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 press release does not constitute either advice or a recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the Transaction, Constellation, Jindalee, the Company and HiTech Minerals (together, the “Contracting Parties”) are expected to prepare a registration statement on Form S-4 (the “Registration Statement”) to be filed with the SEC by the Company and Constellation, which will include preliminary and definitive proxy statements to be distributed to Constellation’s shareholders in connection with Constellation’s solicitation for proxies for the vote by Constellation’s shareholders in connection with the Transaction and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities of the Company or Constellation in connection with the completion of the Transaction. After the Registration Statement has been filed and declared effective, Constellation will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date to be established for voting on the Transaction. Constellation’s shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto, and the definitive proxy statement/prospectus, in connection with Constellation’s solicitation of proxies for its extraordinary general meeting of shareholders to be held to approve, among other things, the Transaction, because these documents will contain important information about the Contracting Parties and the Transaction. 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 Transaction and other documents filed with the SEC by Constellation and the Company, 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 press release is not a substitute for the Registration Statement or for any other document that Constellation and/or the Company may file with the SEC in connection with the Transaction. 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.
7
FORWARD LOOKING STATEMENTS
Certain statements included in this press release 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, expected NPV or post-tax IRR, and planned production per year; (2) references with respect to the anticipated benefits of the Transaction and the projected future financial and operational performance of the Company following the Transaction, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, maintain relationships and retain its management and key employees; (3) the sources and uses of cash of the Transaction; (4) the anticipated capitalization and enterprise value of the Company following the consummation of the Transaction; (5) statements regarding the Company’s operations following the Transaction; (6) the amount of redemption requests made by Constellation’s public shareholders; (7) current and future potential commercial relationships; (8) plans, intentions or future operations of the Company or HiTech Minerals, 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 the Company or Constellation 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; (11) changes to the proposed structure of the Transaction 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 Transaction; (13) the risk that the Transaction disrupts current plans and operations of the Constellation, the Company or HiTech Minerals; (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 Transaction and the ability of the parties to successfully consummate the Transaction. These statements are based on various assumptions, whether or not identified in the press release, 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 published on the date hereof and and those set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary” in Constellation’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”), and in those other documents that Constellation has filed, or that the Company and Constellation will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. The risks and uncertainties above are not exhaustive, and there may be additional risks that none of the Contracting Parties presently know or that they currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward looking statements reflect relevant Contracting Parties’ expectations, plans or forecasts of future events and views as of the date of the press release. Each of the Contracting Parties anticipate that subsequent events and developments will cause those assessments to change. However, while the Contracting Parties may elect to update these forward-looking statements at some point in the future, each of the Contracting Parties specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing any of the Contracting Parties’ assessments as of any date subsequent to the date of the press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
8
PARTICIPANTS IN THE SOLICITATION
Constellation, Jindalee and the Company and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of Constellation’s shareholders in connection with the Transaction. Investors and security holders may obtain more detailed information regarding Constellation’s directors and executive officers in Constellation’s filings with the SEC, including the Annual Report and the other documents filed by Constellation 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 Constellation’s shareholders in connection with the Transaction, including a description of their direct and indirect interests, which may, in some cases, be different than those of Constellation’s shareholders generally, will be set forth in the Registration Statement. Shareholders, potential investors and other interested persons should read the Registration Statement carefully when it becomes available before making any voting or investment decisions. Free copies of any documents described in the foregoing may be obtained as described under “Additional Information And Where To Find It.”
Contacts:
US Elemental:
Investors
Bryan Baritot
Alliance Advisors IR
USElementalIR@allianceadvisors.com
Media
Fatema Bhabrawla
fbhabrawala@allianceadvisors.com
Constellation:
Investors/Media
Pro-AntarcticaPR@prosek.com
9
Exhibit 99.2
 |  |
9 April 2026
Jindalee Signs BCA to List McDermitt on NASDAQ
| ● | Binding Business Combination Agreement executed between Jindalee’s wholly owned US subsidiary, HiTech Minerals Inc., and Constellation Acquisition Corp I |
| ● | Transaction expected to establish US Elemental Inc. as a NASDAQ-listed company holding Jindalee’s US assets, including the McDermitt Lithium Project |
| ● | Proposed transaction implies a pro forma enterprise value of approximately US$571M |
| ● | Transaction contemplates a capital raise of approximately US$20-30M, including a binding US$4M commitment from affiliates of Constellation’s sponsor, Antarctica Capital LLC |
| ● | Funding agreement with affiliates of Antarctica Capital provides approximately US$1.5M immediately, with a further US$2.5M funded at completion |
| ● | Jindalee expected to retain a majority interest in US Elemental upon completion |
Engage with this announcement at the Jindalee Investor Hub.
Transaction Overview
Jindalee Lithium Limited (Jindalee, the Company; ASX: JLL, OTCQX: JNDAF) is pleased to announce that its wholly owned United States (US) operating subsidiary, HiTech Minerals, Inc. (HiTech), has entered into a binding Business Combination Agreement (BCA) with Constellation Acquisition Corp I (Constellation) (OTCPK: CSTAF), a publicly traded special purpose acquisition company (SPAC), sponsored by Antarctica Capital, LLC (Antarctica), pursuant to which newly-formed US Elemental Inc. (US Elemental) is expected to become a NASDAQ listed company holding Jindalee’s US assets (Transaction).
Upon completion, HiTech will become a wholly owned subsidiary of US Elemental, which will own the McDermitt Lithium Project in Oregon, one of the largest lithium resources in the US1 (McDermitt Project, Project). Jindalee is expected to retain a majority interest of 80% or more in US Elemental at completion, subject to customary adjustments including financing outcomes and Constellation shareholder redemptions.
The Transaction implies a pro forma enterprise value for US Elemental of approximately US$571 million, including an implied equity valuation of US$500 million for Jindalee’s US assets (see Annexure C). The Transaction also contemplates a capital raise of approximately US$20-30 million, which includes a binding US$4.0 million commitment from an affiliate of Antarctica, of which approximately US$1.5 million to be funded immediately upon signing of the BCA and a further US$2.5 million is committed for funding at completion, pursuant to a funding agreement executed in connection with the BCA (see summary of terms in Annexure A).
| Jindalee Lithium Limited | www.jindaleelithum.com | ||
| ABN 52 064 121 133 | E: enquiry@jindaleelithium.com | ||
| Level 2, 9 Havelock Street, West Perth, WA, 6005 | P: +61 9321 7550 |  | |
| PO Box 1033, West Perth, WA 6872 | F: +61 9321 7950 |
Completion of the Transaction is subject to customary regulatory and closing conditions, including approval by Constellation shareholders, approval of the Transaction by Jindalee’s shareholders for the purpose of ASX Listing Rule 11.4, and satisfaction of the minimum cash condition (US$14M net of certain expenses).
Upon completion of the Transaction, US Elemental is expected to be listed on NASDAQ and provide a US-listed platform to support advancement of the McDermitt Project and the broader US Elemental strategy. The Transaction will be implemented through a series of mergers involving Constellation, US Elemental, and merger subsidiaries.
Commenting on the execution of the BCA, Jindalee’s Managing Director and CEO Ian Rodger said:
“Execution of the Business Combination Agreement represents a key milestone in advancing our strategy to access US capital markets to support development of the McDermitt Project. The proposed Transaction and US listing of US Elemental is expected to improve our ability to fund the next phase of work, including infill drilling, advanced metallurgical optimisation and feasibility level studies.
Since signing the Letter of Intent with Constellation2 late last year, lithium market conditions have improved, supported by growing demand from battery energy storage systems, while US Government support for critical minerals development has continued to build momentum. Investor interest in US Elemental has been strong, alongside the previously announced non-binding term sheet for an up to US$100M Equity Line of Credit to be provided by L1 Capital Global Opportunities Master Fund3, reinforcing our confidence in both the timing and strategic rationale for the Transaction.
Importantly, the Transaction is structured so that Jindalee retains majority ownership of the Project, while establishing a funding pathway aligned with its scale and long-term development.
Our focus remains on advancing the McDermitt Project in a disciplined and technically robust manner, with capital directed toward clearly defined work programs that underpin permitting, engineering confidence and long-term development decisions.”
Commenting on the execution of the BCA, Chandra Patel, Chairman and Chief Executive Officer of Constellation and Managing Partner of Antarctica Capital, said:
“We believe US Elemental offers investors exposure to a significant US lithium resource at an important time for the industry. Demand for battery materials continues to grow and there is increasing emphasis on developing domestic sources of supply. The McDermitt Project, combined with the US Elemental team’s experience and the scale of the resource, creates a strong platform for long-term growth. In addition, we believe our track record as a constructive and value-added sponsor makes us compelling partners to enable US Elemental to successfully execute its public listing and become an industry leader.”
Key Terms of the BCA
A copy of the BCA, which sets out the terms and conditions of the Transaction, is attached to this announcement.
In summary, the Transaction will be implemented through a two-step merger structure whereby Constellation will merge with a wholly owned subsidiary of US Elemental, and HiTech will subsequently merge with a separate subsidiary of US Elemental, with HiTech surviving as a wholly owned subsidiary of US Elemental following completion. The proforma corporate structure is included in Annexure B.
| Jindalee Signs BCA to List McDermitt on NASDAQ – April 2026 | 2 | |
Under the terms of the BCA, HiTech ordinary shareholders, being Jindalee, will receive 50 million common shares in US Elemental as consideration for the acquisition of HiTech. These ordinary shares are initially valued at US$10 per share, equating to an implied equity value of US$500 million. Jindalee is expected to retain a majority equity interest in US Elemental following completion, with precise ownership outcomes subject to customary adjustments, including Constellation shareholder redemptions and actual equity issued pursuant to financing arrangements.
The Transaction contemplates a capital raise of US$20-30 million, with proceeds expected to fund certain transaction costs, US Elemental working capital and Project activities, including a large infill drill program and feasibility study work streams. In connection with signing of the BCA, a binding Funding Agreement has been executed with an affiliate of Constellation’s sponsor, Antarctica, providing approximately US$1.5 million immediately and a further US$2.5 million committed for funding at completion. The key terms of the Funding Agreement are summarised in Annexure A.
Completion of the Transaction is subject to satisfaction of a minimum cash condition of US$14 million net of certain transaction expenses, which is intended to ensure US Elemental has sufficient funding available at completion. The minimum cash condition is expected to be met through additional capital raising (described above). Certain loans advanced by Jindalee to HiTech prior to completion will be converted to US Elemental warrants and certain other loans by Jindalee may, at Jindalee’s election, be repaid in cash or converted into equity in US Elemental on agreed terms at completion.
Upon completion of the Transaction, the board of directors of US Elemental is expected to comprise nominees of both Jindalee and Constellation, reflecting customary governance arrangements for a de-SPAC transaction. Jindalee will have majority representation on the post-completion board, ensuring ongoing involvement in the strategic direction and oversight of US Elemental.
Completion of the Transaction is subject to various regulatory and closing conditions, including approval by Constellation shareholders, approval by Jindalee shareholders (including for the purposes of ASX Listing Rule 11.4), listing approval by NASDAQ, receipt of applicable regulatory approvals, completion of audited and Securities and Exchange Commission(SEC) compliant financial statements, effectiveness of the relevant US registration statement, satisfaction of the minimum cash condition (which may be waived by Jindalee), and the absence of material adverse change events (for both Jindalee and the SPAC).
The BCA includes customary exclusivity, representations and warranties, and covenants for a transaction of this nature. It also includes provisions permitting Jindalee to consider a superior proposal, subject to customary fiduciary out and matching right provisions. In certain circumstances where the Transaction does not proceed following a superior proposal, a capped reimbursement of Constellation’s transaction costs may be payable. Either party may terminate the BCA if the transaction is not completed within 9 months of its execution.
The BCA also contains customary 12-month lock-up arrangements in respect of certain US Elemental securities held by Jindalee and Antarctica following completion.
Strategic Rationale and Unanimous Recommendation of the Board
The board of Jindalee (Board) believes the Transaction represents a strategically important step in advancing the Company’s previously announced strategy to position its US assets within a US domiciled, US listed corporate structure. Establishing US Elemental as the holding company for the McDermitt Project is intended to create better alignment with US capital markets, policy priorities and investor bases that are increasingly focused on domestic critical minerals supply.
| Jindalee Signs BCA to List McDermitt on NASDAQ – April 2026 | 3 | |
The proposed NASDAQ listing of US Elemental is expected to enhance access to US institutional and strategic capital, which the Board considers critical to supporting the next phase of project advancement. The McDermitt Project has reached a stage where significant capital is required to fund infill drilling, advance metallurgical optimisation and feasibility level studies, and the Transaction is intended to improve funding of these activities in a manner consistent with the scale and strategic importance of the Project.
The Board also considers the Transaction to be well aligned with the evolving US regulatory and policy environment, with Lithium and Magnesium designated as critical minerals and in an environment where there is increasing government support for domestic supply chains. Structuring the Project within a NASDAQ listing is expected to strengthen US Elemental’s position with respect to government agencies, potential funding programs and strategic counterparties.
Importantly, the Transaction is structured to allow Jindalee shareholders to retain meaningful exposure to the long-term value of the McDermitt Project, with Jindalee expected to retain a majority ownership interest in US Elemental following completion, providing continued participation in project upside, whilst accessing the benefits of a US public listing.
Overall, the Board believes the Transaction provides a pathway to accelerate development of the McDermitt Project, enhance funding optionality and maintain alignment between Jindalee and its shareholders as the Project progresses toward feasibility and potential development.
Each member of the Board considers that the Transaction is in the best interests of Jindalee shareholders and intends to vote all Shares they own or control in favour of the Transaction.
Additionally, Jindalee has received a binding commitment from each of Mr Lindsay Dudfield, Mr Dudfield and Mrs Yvonne Dudfield (as trustees of the LD Dudfield Pension Fund) and Jopan Management Pty Ltd, a company owned by Mr Dudfield’s wife, which as at the date of this announcement, together hold or control approximately 20,094,514 Shares or 19.61% of Jindalee’s issued capital on an undiluted basis, that they each intend to vote, or cause to be voted, all Shares that they hold or control in favour of the Transaction in the absence of a Superior Proposal or an Intervening Event (as those terms are defined in the BCA).
Shareholder Approvals
Jindalee intends to convene a general meeting to seek shareholder approval for the Transaction for the purpose of Listing Rule 11.4.
A notice of meeting for the Transaction and its related matters will be circulated to shareholders in due course.
Jindalee shareholders do not need to take any action at this time.
Indicative Timelines
| Action | Indicative timing | |
| Business combination agreement signed | 09 April 2026 | |
| Jindalee shareholder approval | Q2 2026 | |
| Listing of US Elemental on NASDAQ | H2 2026 |
Advisors
Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, is acting as financial and capital markets advisor and placement agent in connection with the Transaction and associated Private Investment in Public Equity (PIPE) financing.
| Jindalee Signs BCA to List McDermitt on NASDAQ – April 2026 | 4 | |
Alliance Advisors, LLC has been engaged to provide investor relations and communications support in connection with the Transaction, including investor messaging, market engagement and post announcement execution support.
Perkins Coie LLP are acting as US legal counsel to Jindalee. Piper Alderman are acting as Australian legal counsel to Jindalee. Kirkland & Ellis LLP are acting as US legal counsel to Constellation.
Authorised for release by the Jindalee Board of Directors. For further information please contact:
| IAN RODGER | LINDSAY DUDFIELD | ||
| Managing Director & Chief Executive Officer | Executive Director | ||
| T: | + 61 8 9321 7550 | T: | + 61 8 9321 7550 |
| E: | enquiry@jindaleelithium.com | E: | enquiry@jindaleelithium.com |
References
| 1. | Jindalee Lithium ASX announcement 19/11/2024: “McDermitt Lithium Project Pre-Feasibility Study” |
| 2. | Jindalee Lithium ASX announcement 09/09/2025: “JLL Signs Non-Binding LOI to List McDermitt on a US Exchange” |
| 3. | Jindalee Lithium ASX announcement 20/10/2025: “Successful $8M Placement & SPP to Advance McDermitt & SPAC” |
About Jindalee
Jindalee Lithium is an Australian company focused on developing the McDermitt Lithium Project, one of the largest lithium resources in the U.S. With 100% ownership and unencumbered offtake rights, Jindalee is strategically positioned to support America’s energy security and domestic supply of critical minerals. The Company completed a Pre-Feasibility Study2 (PFS) in November 2024 confirming McDermitt’s scale, long-life, and low-cost production potential, with strong engagement from US government agencies, including the Department of Energy. As a deeply undervalued lithium developer, Jindalee presents a compelling investment opportunity ahead of the next lithium market upcycle.
Forward-Looking Statements
This document may contain certain forward-looking statements. Forward-looking statements include but are not limited to statements concerning Jindalee Lithium Limited’s (Jindalee’s) current expectations, estimates and projections about the industry in which Jindalee operates, and beliefs and assumptions regarding Jindalee’s future performance. When used in this document, the words such as “anticipate”, “could”, “plan”, “estimate”, “expects”, “seeks”, “intends”, “may”, “potential”, “should”, and similar expressions are forward-looking statements. Although Jindalee believes that its expectations reflected in these forward-looking statements are reasonable, such statements are subject to known and unknown risks, uncertainties and other factors, some of which are beyond the control of Jindalee and no assurance can be given that actual results will be consistent with these forward-looking statements.
| Jindalee Signs BCA to List McDermitt on NASDAQ – April 2026 | 5 | |
Annexure A – Antarctica Funding Agreement – Key Terms
| Antarctica Funding Agreement – Key Terms | ||
| Investor | Endurance Antarctica Partners II, LLC (an affiliate of Antarctica Capital, LLC) | |
| Issuer | HiTech Minerals, Inc (“HiTech”) to be transferred to US Elemental (“PubCo”) on completion of the Transaction (“BC Closing”). | |
| Total Commitment | US$4.05 million, funded in two tranches. | |
| First Tranche | US$1.55 million funded on signing of the BCA1. | |
| Second Tranche | US$2.50 million funded at BC Closing as participation in the closing financing to satisfy the minimum cash condition (“Closing Financing”), on the same terms as other Closing Financing participants. | |
| First Tranche Instrument | Convertible Preferred Shares (“Convertible Preferred”) in the Issuer. | |
| Conditions to Second Tranche | Binding commitment, subject solely to satisfaction (or waiver) of BC Closing conditions, provided that the Investor is not required to fund the Second Tranche if, together with the amount of the Second Tranche, the Minimum Cash Condition (as defined in the BCA) would not be satisfied. | |
| Coupon (on First Tranche only) | Quarterly in arrears: 10% p.a. cash or capitalised at 12% p.a., at HiTech/PubCo election. Steps up to 15% p.a. if in breach of a material term (until cured). Interest compounded quarterly. | |
| Termination Protection (First Tranche) | If the BCA is terminated before BC Closing, HiTech must repay Accrued Value² within 20 business days, backed by a Jindalee parent guarantee. However, if all BC Closing conditions have been satisfied (or waived where permitted) and the investor fails to fund the Second Tranche, HiTech/Jindalee is not required to repurchase or redeem the First Tranche under this clause. | |
| Conversion (First Tranche) | Convertible only after BC Closing into PubCo common shares, at the Investor’s option. Initial conversion price: US$12.00 per share for the first 6 months after De-SPAC close, subject to anti-dilution provisions. Thereafter, the conversion price may reset at 6, 9, 12, 15, 18, 21 and 24 months post-close to the greater of (i) the relevant 20-day VWAP of PubCo shares and (ii) a US$7.50 floor, which may increase dilution if PubCo trades below US$12.00. | |
| Warrant coverage (First Tranche only) | The Investor will be entitled to be issued such number of warrants to purchase PubCo common shares equal to the number of shares initially issuable on conversion of the Convertible Preferred, with a US$11.50 exercise price and expiring 5-years after BC Closing. Warrants will also include customary anti-dilution protections on the same terms as the Convertible Preferred Shares. | |
| PubCo call (redemption) right (First Tranche) | Following BC Closing, PubCo may redeem the First Tranche Convertible Preferred on 15 days’ notice for cash at a premium to Accrued Value: 150% (prior to 1st anniversary of BC Closing), then 140% / 130% / 120% / 110% in years 2–5, and 100% from the 5th anniversary of BC Closing onwards. On receipt of a call notice, the Investor may elect to convert to PubCo common shares instead of being redeemed. |
| Jindalee Signs BCA to List McDermitt on NASDAQ – April 2026 | 6 | |
| Investor put right /change of control (First Tranche) | Investor may require redemption at 100% of Accrued Value at any time after the 5th anniversary of BC Closing. On a change of control of PubCo, the Convertible Preferred is redeemable at the greater of (i) the applicable call premium and (ii) the value the investor would receive had they been converted to PubCo common shares. | |
| Most Favoured Nation (First Tranche only) | If, prior to or in connection with BC Closing, HiTech/PubCo issues securities to any third party on terms more favourable than any term of the First Tranche (including economic or governance terms), the investor may elect to amend the First Tranche to include that more favourable term. | |
| Minority protections / consent rights (First Tranche) | While any Convertible Preferred is on issue, investor consent is required to: change Convertible Preferred rights; issue further Convertible Preferred; issue senior or pari passu preferred; or make adverse changes to constitutional documents. | |
| Use of proceeds | General corporate and working capital purposes. |
Notes to the table:
| 1) | HiTech must reimburse the investor up to US$50,000 of documented out-of-pocket expenses, netted against the First Tranche funding amount. |
| 2) | “Accrued Value” = principal + capitalised interest + accrued/unpaid dividends. |
| Jindalee Signs BCA to List McDermitt on NASDAQ – April 2026 | 7 | |
Annexure B – Change in Corporate Structure
| Jindalee Signs BCA to List McDermitt on NASDAQ – April 2026 | 8 | |
Annexure C – Transaction Overview
Exhibit 99.3
INVESTOR PRESENTATION April 2026 Securing America’s Lithium Supply
INVESTOR PRESENTATION | 2 U.S. Disclaimers Basis of Presentation This confidential presentation (together with oral statements made in connection herewith, the “Presentation Materials”) are provided for informational purposes only and have been prepared to assist interested parties in making their own evaluation with respect to a potential business combination among Jindalee Lithium Limited (“ Jindalee ”), its wholly owned subsidiary, HiTech Minerals, Inc . (the “Company”), Constellation Acquisition Corp I (“Constellation”), US Elemental (“ NewCo ”) and the other parties thereto (collectively, the “Contracting Parties”), and related transactions (the “Potential Business Combination”) and for no other purpose . These Presentation Materials and information contained herein constitutes confidential information and is provided to you on the condition that you agree that you will hold it in strict confidence and not reproduce, disclose, forward or distribute it in whole or in part without the prior written consent of Jindalee , the Company and Constellation and is intended for the recipient hereof only . By accepting, reviewing or reading these Presentation Materials, you will be deemed to have agreed to the obligations and restrictions set out below . In addition, these Presentation Materials are intended solely for investors that are, and by proceeding to receive these Presentation Materials you confirm that you are, qualified institutional buyers or institutions that are accredited investors (as such terms are defined under the rules of the Securities and Exchange Commission (the “SEC”) . These Presentation Materials supersede and replace all previous oral or written communications relating to the subject matter hereof . Jindalee , the Company and Constellation reserve the right to negotiate with one or more parties and to enter into a definitive agreement relating to one or more capital raising transactions at any time and without prior notice to the recipient of these Presentation Materials or any other person or entity . Jindalee , the Company and Constellation also reserve the right, at any time and without prior notice and without assigning any reason therefor ( i ) to terminate the further participation by the recipient or any other person or entity in the consideration of, and proposed process relating to, a capital raising transaction, (ii) to modify any of the rules or procedures relating to such consideration and proposed process and (iii) to terminate entirely such consideration and proposed process . The recipient acknowledges that Jindalee , the Company and Constellation and their respective directors, officers, employees, affiliates, agents, advisors or representatives are under no obligation to accept any offer or proposal by any person or entity regarding a capital raising transaction . None of Jindalee , the Company and Constellation or any of their respective directors, officers, employees, affiliates, agents, advisors or representatives has any legal, fiduciary or other duty to any recipient with respect to the manner in which any capital raising process is conducted . By your acceptance of these Presentation Materials, you acknowledge that applicable securities laws restrict a person who has received material non - public information concerning a company from purchasing or selling securities of such company and from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities . Certain information included herein describes or assumes the terms that are or will be included in the agreements between the parties to the Potential Business Combination . Such agreements and terms are subject to change . The consummation of the Potential Business Combination is subject to other various risks and contingencies, including customary closing conditions . There can be no assurance that the Potential Business Combination will be entered into or consummated on the terms summarized herein or otherwise . As such, the subject matter of these Presentation Materials is evolving and is subject to further change by Jindalee , the Company and Constellation in their joint and absolute discretion . No Offer or Solicitation These Presentation Materials do not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Potential Business Combination or any related transactions, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction . These Presentation Materials do not constitute either advice or a recommendation regarding any securities . No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933 , as amended (the “Securities Act”) or an exemption therefrom . No Representations and Warranties No representations or warranties, express, implied or statutory are given in, or in respect of, these Presentation Materials, and no person may rely on the information contained in these Presentation Materials . Any data on past performance or modeling contained herein is not an indication as to future performance . This data is subject to change . Each recipient agrees and acknowledges that these Presentation Materials are not intended to form the basis of any investment decision by such recipient and do not constitute investment, tax or legal advice . Recipients of these Presentation Materials are not to construe its contents, or any prior or subsequent communications from or with any of the Contracting Parties or their respective representatives as investment, legal or tax advice . Each recipient should seek independent third party legal, regulatory, accounting and/or tax advice regarding these Presentation Materials . In addition, these Presentation Materials do not purport to be all - inclusive or to contain all of the information that may be required to make a full analysis of the Potential Business Combination . Recipients of these Presentation Materials should each make their own evaluation of the Company and NewCo , and of the relevance and adequacy of the information and should make such other investigations as they deem necessary . Information disclosed in these Presentation Materials is current as of the date of publication, and none of the Contracting Parties assume any obligation to update the information in these Presentation Materials . Each recipient also acknowledges and agrees that the information contained in these Presentation Materials ( i ) is preliminary in nature and is subject to change, and any such changes may be material and (ii) should be considered in the context of the circumstances prevailing at the time and has not been, and will not be, updated to reflect material developments which may occur after the date of these Presentation Materials . To the fullest extent permitted by law, in no circumstances will any of the Contracting Parties or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of these Presentation Materials, its contents, its omissions, reliance on the information contained within it or on opinions communicated in relation thereto or otherwise arising in connection therewith . These Presentation Materials discuss trends and markets that the Company’s or NewCo’s leadership team believes will impact the development and success of the Company or NewCo based on its current understanding of the marketplace and each recipient acknowledges this information is preliminary in nature and subject to change . Neither the SEC nor any securities commission of any other U . S . or non - U . S . jurisdiction has approved or disapproved of the Potential Business Combination described herein or determined that these Presentation Materials are truthful or complete . Forward - Looking Statements Certain statements included in these Presentation Materials are not historical facts but are forward - looking statements, including for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995 . Forward - looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward - looking . These forward - looking statements include, but are not limited to, ( 1 ) statements regarding estimates and forecasts of financial, performance and operational metrics and projections of market opportunity ; ( 2 ) references with respect to the anticipated benefits of the Potential Business Combination and the projected future financial and operational performance of NewCo following the Potential Business Combination, which may be affected by, among other things, competition, the ability of NewCo to grow and manage growth profitably, maintain relationships and retain its management and key employees ;; ( 3 ) the sources and uses of cash of the Potential Business Combination ; ( 4 ) the anticipated capitalization and enterprise value of NewCo following the consummation of the Potential Business Combination ; ( 5 ) statements regarding NewCo’s operations following the Potential Business Combination ; ( 6 ) the amount of redemption requests made by Constellation’s public shareholders ; ( 7 ) current and future potential commercial relationships ; ( 8 ) plans, intentions or future operations of NewCo or the Company, including relating to the finalization, completion of any studies, feasibility studies or other assessments or relating to attainment, retention or renewal of any assessments, permits, licenses or other governmental notices or approvals, or the commencement or continuation of any construction or operations of plants or facilities ;
INVESTOR PRESENTATION | 3 U.S. Disclaimers Continued Forward - Looking Statements Continued ( 9 ) the ability of NewCo to issue equity or equity - linked securities in the future ; ( 10 ) the outcome of any legal proceedings that may be instituted against the Contracting Parties ; ( 11 ) changes to the proposed structure of the Potential Business Combination that may be required or appropriate as a result of applicable laws or regulations ; ( 12 ) the ability to meet stock exchange listing standards following the Potential Business Combination ; ( 13 ) the risk that the Potential Business Combination disrupts current plans and operations of the Company ; ( 14 ) the availability of federal, state or local government support, and risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non - U . S . governmental authorities ; and ( 15 ) expectations related to the terms and timing of the Potential Business Combination and the ability of the parties to successfully consummate the Potential Business Combination . These statements are based on various assumptions, whether or not identified in these Presentation Materials, and on the current expectations of the Contracting Company’s management and are not predictions of actual performance . These forward - looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability . Actual events and circumstances are difficult or impossible to predict and will differ from assumptions . Many actual events and circumstances are beyond the control of the Contracting Parties . These forward - looking statements are subject to a number of risks and uncertainties, as set forth in the slide entitled “Risk Factors” in the appendix to these Presentation Materials and those set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward - Looking Statements and Risk Factor Summary” in Constellation’s Annual Report on Form 10 - K for the year ended December 31 , 2024 , and in those other documents that Constellation has filed, or that Constellation and NewCo will file, with the U . S . Securities and Exchange Commission (the “SEC”) . If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward - looking statements . The risks and uncertainties above are not exhaustive, and there may be additional risks that none of the Contracting Parties presently know or that they currently believe are immaterial that could also cause actual results to differ from those contained in the forward - looking statements . In addition, forward looking statements reflect relevant Contracting Parties’ expectations, plans or forecasts of future events and views as of the date of these Presentation Materials . Each of the Contracting Parties anticipate that subsequent events and developments will cause those assessments to change . However, while the Contracting Parties may elect to update these forward - looking statements at some point in the future, each of the Contracting Parties specifically disclaim any obligation to do so . These forward - looking statements should not be relied upon as representing any of the Contracting Parties’ assessments as of any date subsequent to the date of these Presentation Materials . Accordingly, undue reliance should not be placed upon the forward - looking statements . Use of Projections The projections, estimates and targets in these Presentation Materials are forward - looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond any of the Contracting Party's control . See "Forward - Looking Statements" above . The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic, regulatory, competitive, technological and other risks and uncertainties that could cause actual results to differ materially from those contained in such projections, estimates and targets . The projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results . The assumptions and estimates underlying the prospective information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective information . While all projections, estimates and targets are necessarily speculative, each of the Contracting Parties believe that the preparation of prospective information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation . Accordingly, there can be no assurance that prospective results are indicative of future performance or that actual results will not differ materially from any results presented or indicated in the prospective information . The inclusion of projections, estimates and targets in these Presentation Materials should not be regarded as an indication that any of the Contracting Parties, or their representatives, considered or consider the financial projections, estimates and targets to be a reliable prediction of future events . Neither the independent auditors of Constellation nor the independent registered public accounting firm or mining consultants or engineers of the Jindalee , NewCo or the Company has audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in these Presentation Materials, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of these Presentation Materials . Non - GAAP Measures These Presentation Materials include certain financial measures not presented in accordance with United States generally accepted accounting principles (“GAAP”) . These non - GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items are significant in understanding and assessing the Company’s financial results . Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP . You should be aware that the Company’s presentation of these measures may not be comparable to similarly - titled measures used by other companies . Jindalee and the Company believe these non - GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations . These Presentation Materials also include certain projections of non - GAAP financial measures . Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, Jindalee and the Company are unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort . Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward - looking non - GAAP financial measures is included . Important Information and Where to Find It In connection with a Potential Business Combination, Constellation, Jindalee , the Company and NewCo are expected to prepare a registration statement on Form S - 4 (the “Registration Statement”) to be filed with the SEC by NewCo , which will include preliminary and definitive proxy statements to be distributed to Constellation’s shareholders in connection with Constellation’s solicitation for proxies for the vote by Constellation’s shareholders in connection with the Potential Business Combination and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities of NewCo in connection with the completion of the Potential Business Combination . After the Registration Statement has been filed and declared effective, Constellation will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date to be established for voting on the Potential Business Combination . Constellation’s shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto, and the definitive proxy statement/prospectus, in connection with Constellation’s solicitation of proxies for its extraordinary general meeting of shareholders to be held to approve, among other things, the Potential Business Combination, because these documents will contain important information about Constellation, Jindalee , the Company, NewCo and the Potential Business Combination . Shareholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the Potential Business Combination and other documents filed with the SEC by Constellation and NewCo , without charge, at the SEC’s website located at www . sec . gov or by directing a request to Constellation Acquisition Corp I, 1290 Avenue of the Americas, New York, NY 10104 . These Presentation Materials are not a substitute for the Registration Statement or for any other document that Constellation and/or NewCo may file with the SEC in connection with the Potential Business Combination . INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION .
INVESTOR PRESENTATION | 4 U.S. Disclaimers Continued Participants in Solicitation Constellation, Jindalee , the Company and NewCo and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of Constellation’s shareholders in connection with the Potential Business Combination . Investors and security holders may obtain more detailed information regarding Constellation’s directors and executive officers in Constellation’s filings with the SEC, including Constellation’s Annual Report on Form 10 - K and the other documents filed by Constellation with the SEC . Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Constellation’s shareholders in connection with the Potential Business Combination, including a description of their direct and indirect interests, which may, in some cases, be different than those of Constellation’s shareholders generally, will be set forth in the Registration Statement . Shareholders, potential investors and other interested persons should read the Registration Statement carefully when it becomes available before making any voting or investment decisions . Trademarks These Presentation Materials contain trademarks, service marks, trade names and copyrights of third parties, which are the property of their respective owners . The use or display of third parties’ trademarks, service marks, trade names or products in these Presentation Materials are not intended to, and do not imply, a relationship with any Contracting Party, an endorsement or sponsorship by or of any Contracting Party, or a guarantee that any Contracting Party will work or will continue to work with such third parties . Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in these Presentation Materials may appear without the TM, SM, ® or © symbols, but such references are not intended to indicate, in any way, that any Contracting Party or the any third - party will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks, trade names and copyrights . Industry and Market Data Industry and market data used in these Presentation Materials has been obtained from third - party industry publications and sources as well as from research reports prepared for other purposes . Neither Constellation, NewCo , the Company nor Jindalee has independently verified the data obtained from these sources and cannot assure you of the reasonableness of any assumptions used by these sources or the data’s accuracy or completeness . No Incorporation by Reference The contents of any websites or other citations referenced in these Presentation Materials is not incorporated by reference herein . No Incorporation by Reference The contents of any websites or other citations referenced in these Presentation Materials is not incorporated by reference herein . Risk Factors For a non - exhaustive description of the risks relating to an investment in a private placement in connection with the Potential Business Combination please review “Risk Factors” in Appendix 2 to these Presentation Materials .
INVESTOR PRESENTATION | 5 Australian | Non - U.S. Disclaimers These Presentation Materials have been prepared by the Contracting Parties to assist interested parties in making their own evaluation with respect the “Potential Business Combination” . These Presentation Materials provide general background information about the Contracting Parties’ activities . That information is current at the date of these Presentation Materials and remains subject to change without notice . Certain information in these Presentation Materials has been derived from third parties and though the Contracting Parties have no reason to believe that it is not accurate, reliable, or complete, it has not been independently audited or verified by the Contracting Parties . Except to the extent required by law, the Contracting Parties make no representation or warranty as to the accuracy, reliability, or completeness of information in this document and do not take responsibility for updating any information or correcting any errors or omissions which may become apparent after these Presentation Materials are released . These Presentation Materials are for information purposes only and is a summary and does not purport to be complete nor does it contain all the information which would be required in, nor is it, a prospectus, product disclosure statement, or other disclosure document under Australian law or any other law (and will not be lodged with the Australian Securities and Investments Commission or any foreign regulator) and is not, and does not constitute, an invitation or offer of securities for subscription, purchase, or sale in any jurisdiction . The Pre - Feasibility Study, including the production target and the forecast financial information derived from the production target, referred to in these Presentation Materials (PFS) was first released to the ASX by Jindalee (ASX : JLL) on 19 November 2024 (PFS Announcement) . These Presentation Materials include summary excerpts from the PFS and do not purport to be all - inclusive or complete and should be read together with the PFS Announcement . Jindalee confirms that all material assumptions and technical parameters underpinning the production target and the forecast financial information derived from the production target, in the PFS Announcement continue to apply and have not materially changed . Shareholders and prospective investors should be aware that the PFS and these Presentation Materials do not include any forecast financial information in respect of the period after the initial 40 years of the Processing Schedule (post single commission and ramp up year), as the Contracting Parties cannot, at this stage, provide forecast financial information for that subsequent period . These Presentation Materials contain certain forward - looking statements, including forecast financial information . Forward - looking statements include but are not limited to statements concerning the Contracting Parties’ current expectations, estimates, and projections about the industry in which Contracting Parties’ operate and beliefs and assumptions regarding the Contracting Parties’ future performance . When used in this document, the words such as “anticipate,” “could,” “plan,” “estimate,” “expects,” “seeks,” “intends,” “may,” “potential,” “should,” and similar expressions are forward - looking statements . Although the Contracting Parties’ believe that that they has a reasonable basis for those forward looking statements and forecast financial information, including the use of a flat U . S . $ 24 , 000 /t lithium carbonate price in the PFS, the production target set out in these Presentation Materials and the financial information based on it, such statements are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the control of Contracting Parties’ and no assurance can be given that actual results will be consistent with these forward - looking statements . The basis for that conclusion is contained throughout the PFS Announcement and all material assumptions, including the JORC modifying factors, upon which the forward - looking statements and forecast financial information are based, are disclosed in the PFS Announcement and these Presentation Materials should be read together with the PFS Announcement . To achieve the range of outcomes indicated in the PFS, the PFS estimates that funding in the order of $ 3 . 02 B in construction capital will be required . Shareholders and investors should be aware that there is no certainty that Jindalee / US Elemental will be able to raise the required funding when needed and it is possible that such funding may only be available on terms that may be highly dilutive or otherwise adversely affect Jindalee and US Elemental’s shareholders’ exposure to the McDermitt Lithium Project (the “Project”) economics . Specifically, as outlined in the PFS Announcement, Jindalee / US Elemental intends to pursue potential third - party partnerships (with parties who have the potential to be joint venture partners in the Project) to advance the Project and may pursue other value realization strategies such as a sale or partial sale of the Project or underlying future commodity streams . If it does so, such arrangements may materially reduce Jindalee / US Elemental’s proportionate ownership of the Project and/ or adversely affect Jindalee and US Elemental shareholders’ exposure to the Project economics . Statements in these Presentation Materials regarding the Company’s business, which are not historical facts, are forward - looking statements that involve risks and uncertainties . These include, among others, risks and uncertainties related to Mineral Resource and Ore Reserve estimates, production targets, forecast financial information, lithium carbonate prices, capital and operating costs, risks related to results of current or planned exploration activities, changes in market conditions, obtaining appropriate approvals to undertake exploration activities in the portfolio of projects, changes in exploration programs and budgets based upon the results of exploration, future prices of minerals resources ; grade or recovery rates ; accidents, labour disputes, and other risks of the mining industry ; delays in obtaining government approvals or financing or in the completion of development or construction activities ; movements in the share price of investments and the timing and proceeds realized on future disposals of investments, force majeure events, as well as those factors detailed in the PFS Announcement or, from time to time, in Jindalee’s interim and annual financial statements and reports, all of which are available for review on ASX at asx . com . au and OTC Markets at otcmarkets . com . Although the Contracting Parties have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward - looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements . Accordingly, readers should not place undue reliance on forward - looking statements . To the extent permitted by law, the Contracting Parties and their officers, employees, related bodies corporate and agents disclaim all liability, direct, indirect or consequential (and whether or not arising out of the negligence, default, or lack of care of the Contracting Parties and/or any of their agents) for any loss or damage suffered by a recipient or other persons out of, or in connection with, any use or reliance on these Presentation Materials or information . These Presentation Materials do not constitute investment advice and have been prepared without taking into account any investor's particular investment objectives, financial circumstances or particular needs and the opinions and recommendations in these Presentation Materials are not intended to represent recommendations of particular investments to particular persons . You should seek professional advice when deciding if an investment is appropriate . All securities transactions involve risks, which include (among others) the risk of adverse or unanticipated market, financial or political developments . The information in these Presentation Materials that relates to the Maiden Ore Reserves for the McDermitt Lithium Project has been extracted from Jindalee’s ASX announcement on 19 November 2024 titled “McDermitt PFS – Multi Decade Source of US Lithium Carbonate” . The information in this report that relates to the Mineral Resource Estimate for the McDermitt Lithium Project has been extracted from Jindalee’s ASX announcement on 27 February 2023 titled “Resource at McDermitt increases to 21 . 5 Mt LCE” . A copy of these announcements is available to view on Jindalee’s website www . jindaleelithium . com or on the ASX platform www . asx . com . au . Jindalee confirms that it is not aware of any new information or data that materially affects the information included in the original market announcements referred to above and, in the case of estimates of Mineral Resources and Ore Reserves, that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed .
INVESTOR PRESENTATION | 6 Today’s Speakers Ian Rodger CEO Lindsay Dudfield Executive Director Martyn Buttenshaw Advisor HITECH MINERALS INC. CONSTELLATION ACQUISITION CORP. Tristan Garthe CFO Chandra R. Patel Chairman & CEO Jarett Goldman CFO INVESTOR PRESENTATION | 6
INVESTOR PRESENTATION | 7 Antarctica Capital SPAC SPONSOR OVERVIEW Specialized in Private Markets, Real Assets, and Insurance Extensive Experience in Private, Growth Equity, and SPAC Transactions Global Presence with headquarters in New York Decades of Experience Advising and Investing in Companies Internationally $10B 16+ 8+ 2 AUM 1 Investments 2 Exits 2 Completed De - SPACs 2 1. Antarctica Investment Advisors, LLC Form ADV & Winthrop Capital Management, LLC Form ADV 2. Source: ( i ) Form ADV, dated September 18, 2025, of Antarctica Investment Advisors, LLC, and (ii) Form ADV, dated March 25, 2025, of Winthrop Capital Management, LLC. INVESTOR PRESENTATION | 7
INVESTOR PRESENTATION | 8 Strategic U.S. Lithium Asset Positioned for Success Aligned with U.S. Government Critical Minerals Priority One of first ten FAST - 41 Transparency Projects 1 Partnered with DOE (Department of Energy) to advance domestic lithium supply through DOE - funded process optimization efforts 2 US Elemental McDermitt Project: Advantaged Tier 1 U.S. Lithium Resource With 5 - Year Payback and 60+ Year Project Life 1. The White House: https://www.whitehouse.gov/articles/2025/04/trump - administration - advances - first - wave - of - critical - mineral - production - projects/ 2. ASX Announcement on DOE Partnership: https://investorhub.jindaleelithium.com/announcements/6528835 3. Bloomberg Intelligence: Lithium: Finally Turning the Corner, viewed on 3 December 2025. 4. Refer to chart titled VanEck Rare Earth & Strategic Metals ETF (REMX) on slide 10 of this presentation. 5. ASX Announcement on Mg By - Product: https://investorhub.jindaleelithium.com/announcements/7221091 Market Re - Rating of Lithium & Strategic Metals Underway 3 Emerging Upside Catalysts Lithium equities and U.S. minerals ETF seeing increased trading volumes 4 as policy and defense demand drive scarcity premium alongside improving Lithium market fundamentals Magnesium by - product optionality 5 and structural BESS demand tailwinds poised to enhance already - compelling forecasted project economics INVESTOR PRESENTATION | 8
INVESTOR PRESENTATION | 9 Why Now: U.S. Drive to Secure Domestic Lithium Supply A MAJOR GLOBAL SUPPLIER U.S. STRATEGIC PRIORITY China controls ~70% Of global lithium processing 1 >90% Of LFP battery production capacity 1 U.S. imports 75%+ Of lithium - ion batteries (considered by many to be a national security vulnerability) 5 ~87% of total lithium is consumed by batteries 2 Batteries are critical for energy independence, national security, economic growth, AI and tech advancement Export controls imposed by China would significantly increase supply risk to U.S. 3 Lithium formally designated as a “critical mineral”, important to national security and economic resilience 6 Li “PRC does not adhere to the global norms on market access to critical minerals.” 4 Trump Administration Adds Key Mining Projects to FAST - 41 7 1. CNN https://www.cnn.com/2025/07/17/business/china - new - export - controls - ev - battery - intl - hnk as of July 17, 2025 2. USGS: https://pubs.usgs.gov/periodicals/mcs2025/mcs2025 - lithium.pdf 3. In 2024 as estimated by Global Times (October 9, 2025): https://www.globaltimes.cn/page/202510/1345242.shtml 4. Predatory Pricing: How the Chinese Communist Party Manipulates Global Mineral Prices to Maintain Its Dominance https://www.congress.gov/119/meeting/house/118668/documents/HHRG - 119 - ZS00 - 20251119 - SD001.pdf 5. Center for Climate & Security (Page 2): https://councilonstrategicrisks.org/wp - content/uploads/2025/05/75 - Devil - is - in - the - Details.pdf 6. U.S. DOE: https://www.energy.gov/eere/geothermal/lithium 7. The White House: https://www.whitehouse.gov/articles/2025/04/trump - administration - advances - first - wave - of - critical - mineral - production - projects/
INVESTOR PRESENTATION | 10 Policy Support Driving Investor Demand for U.S. Critical Minerals Exposure Executive Order signed March 20, 2025: “Immediate Measures to Increase American Mineral Production ” 1 Significantly increased tariffs on Chinese lithium - ion batteries 2 Lithium designated as a “critical mineral” 3 vital to national security and economic resilience by the U.S. government 4 DOE announced $500M funding opportunity to expand domestic critical mineral processing and battery materials manufacturing (March 2026) 6 DOE provided $2.26 billion of financing for the nearby Thacker Pass project 5 VanEck Rare Earth & Strategic Metals ETF (REMX) 9 1. The White House: https://www.whitehouse.gov/presidential - actions/2025/03/immediate - measures - to - increase - american - mineral - production/ 2. Energy Storage News: Trump's 1930s - era tariffs bring China battery tariff to 82% 3. U.S. DOE, assessed on November 26, 2025: https://www.energy.gov/cmm/what - are - critical - materials - and - critical - minerals 4. Dobson et al.: https://escholarship.org/uc/item/4x8868mf 5. U.S. DOE: https://www.energy.gov/lpo/thacker - pass 6. U.S. Department of Energy, Office of Critical Minerals and Energy Innovation, "Energy Department Announces $500 Million to Strengthen Domestic Critical Materials Processing and Manufacturing," March 13, 2026: https://www.energy.gov/articles/energy - department - announces - 500 - million - strengthen - domestic - critical - materials - processing 7. U.S. Export - Import Bank / White House, "Project Vault: U.S. Strategic Critical Minerals Reserve," February 2, 2026, reported by Supply Chain Dive: https://www.supplychaindive.com/news/trump - launches - critical - mineral - reserve - project - vault/811279/ 8. WSJ: https://www.wsj.com/business/rare - earth - companies - funding - 231d1c85 9. Factset data as of Feb 28, 2026 AVG Daily Trading Volume (K Shares) 8 0 500 1,000 1,500 2,000 2,500 U.S. launched "Project Vault" — a $12B Strategic Critical Minerals Reserve establishing a federally - backed civilian stockpile of essential raw materials (Feb 2026) 7 INVESTOR PRESENTATION | 10
INVESTOR PRESENTATION | 11 Lithium Demand Outlook Has Fundamentally Changed Lithium Demand by Usage 1 Demand from the energy storage sector (ESS) is expected to grow steadily from 2024 to 2030. Unit in 1,000 metric tons lithium carbonate equivalent (LCE) 1. Reuters / UBS / Guotai Junan Securities, "Energy Storage Boom Strengthens Demand Outlook for Beaten - Down Lithium," January 4, 2 026 : article link 2. Benchmark Mineral Intelligence 2026 3. SEIA / Benchmark Mineral Intelligence, "U.S. Energy Storage Market Outlook Q1 2026," reported in PV Magazine USA, February 23 , 2026: article link 4. CNESA DataLink , 2025 China Energy Storage Industry Annual Data Report, January 22, 2026, cited in PV Magazine, February 1, 2026: article link Accelerating Battery Energy Storage Systems (BESS) Demand Fueling Upside Growth Estimate Revisions Grid - scale energy storage has emerged as a powerful structural driver of lithium demand, accelerating alongside continued growth in electric vehicles and other battery applications. Lithium demand is now underpinned by multiple durable, policy - resilient growth engines Lithium demand for BESS projected to grow 55% in 2026 1 A significant shift driven by grid - scale storage, renewable integration, and AI data center power requirement Energy storage's share of total lithium demand increasing: 13% (2023) 2 → 23% (2025) → 31% (2026) 1 SEIA projecting a further jump to 70 GWh in 2026 as AI data center and grid modernization demand accelerates . Meanwhile, China commissioned a record ~189 GWh of new battery energy storage in 2025 alone 4 . Together, these two markets are driving an unprecedented surge in battery - grade lithium demand The U.S. installed a record 57.6 GWh of battery energy storage in 2025 (30% increase over 2024) 3 INVESTOR PRESENTATION | 11
INVESTOR PRESENTATION | 12 AI’s Power Surge & The Role of Lithium ~3% by data centers in 2030 1 1.5% by data centers in 2024 1 Driven by unprecedented growth in computing power, storage needs, and AI model training 2 Data centers are anticipated to see a 15% growth in electricity consumption every year from 2024 to 2030 1 2030 945 TWh 1 ~2.3x Increase in Data Center Electricity Consumption 2024 415 TWh 1 Data centers increasingly depend on lithium - ion battery storage instead of traditional lead - acid battery systems to counter grid instability and power outages 3 due to: • Higher energy density • Longer lifecycle and lower maintenance • Faster charging • Smaller footprint relative to lead - acid systems Lithium ion battery storage systems mitigate risks associated with grid dependency and promote resilience 4 1. IEA: https://iea.blob.core.windows.net/assets/601eaec9 - ba91 - 4623 - 819b - 4ded331ec9e8/EnergyandAI.pdf 2. Elements by Visual Capitalist: https://elements.visualcapitalist.com/charted - the - energy - demand - of - u - s - data - centers/ 3. Science Shot: https://scienceshot.com/post/lithium - ion - vs - lead - acid - batteries - the - right - choice - for - data - center 4. NREL: https://docs.nrel.gov/docs/fy21osti/79850.pdf Global Electricity Consumption Projected Global Electricity Consumption
INVESTOR PRESENTATION | 13 Market Revisiting Lithium Thesis US Elemental Opportunity Wall Street Is Back on the Lithium Train 1 Lithium entering its third major price cycle on strong structural demand and lagging supply response 2 – Feb 5, 2026 Deutsche Bank upgraded major lithium producers to Buy on constructive lithium market outlook 3 – Jan 13, 2026 “Energy Storage Demand to Pull Lithium Back Into Deficit” 4 – Nov 2025 Identified Lithium as a top commodities conviction pick for 2026 alongside uranium 5 – Dec 15, 2025 TIMING First production in early 2030s Aligned with accelerating BESS demand growth as energy storage becomes an increasingly dominant share of lithium consumption SCALE 63 - year project life, 47,500tpa Producing battery - grade lithium carbonate LOCATION Domestic U.S. Production Into a market where national security, critical mineral supply chains, and AI infrastructure demands are driving policy and capital allocation 1. Barron's, "Wall Street Is Back on the Lithium Train. What Investors Should Know," January 13, 2026: link 2. UBS Q - Series Research, "The Third Lithium Supercycle," February 5, 2026, reported by Yahoo Finance/Proactive: link 3. Deutsche Bank upgrades Albemarle and SQM to Buy on bullish lithium outlook, January 2026, reported by Seeking Alpha: link 4. J.P. Morgan Research, "Energy Storage Demand to Pull Lithium Back Into Deficit," November 2025, reported by LinkedIn/Surge Ba tt ery Metals: link 5. Morgan Stanley Asia Pacific Materials Research (Rachel Zhang et al.), December 15, 2025, summary via: link
INVESTOR PRESENTATION | 14 Converging Tailwinds Support Need for Domestic Supply Options 1. White House: https://www.whitehouse.gov/presidential - actions/2025/03/immediate - measures - to - increase - american - mineral - production/ 2. White House: https://www.whitehouse.gov/articles/2025/04/trump - administration - advances - first - wave - of - critical - mineral - production - projects/ 3. See slide 11. 4. Fast Markets: https://www.fastmarkets.com/insights/us - lithium - demand - to - grow - fastmarkets - provide - regional - price - transparency/ 5. Stockhead : https://stockhead.com.au/resources/high - voltage - jpmorgan - lifts - lithium - price - forecasts - as - big - batteries - drive - market - to - deficit/ 6. SupplyChain Digital: https://supplychaindigital.com/news/evs - batteries - how - much - lithium - is - needed - to - decarbonise 7. U.S. DOE: https://www.energy.gov/lpo/articles/doe - announces - 963 - billion - loan - blueoval - sk - further - expand - us - manufacturing - electric 8. SC Insights Webinar: https://www.youtube.com/watch?v=X3PsVE3heJ8 BESS Transforming Market Fundamentals Battery energy storage has emerged as a primary lithium demand driver alongside EVs, with BESS projected to grow 55% in 2026 and rise from 23% to 31% of total lithium consumption 3 Potential Global Supply Deficit from 2026 5 Global lithium production cannot scale fast enough to meet accelerating demand 6 Price Recovery Underway Supply constraints, accelerating BESS demand and continued investment are setting the stage for potential price recovery as demand expected to rise faster than supply 8 Surging Demand for U.S. Lithium U.S. lithium demand is projected to surge nearly 487% by 2030 , reaching almost 412,000 tonnes of lithium carbonate equivalent (LCE) 4 U.S. National Security Priority Executive orders 1 and programs such as FAST - 41 2 to enable faster federal permitting U.S. Government Funding U.S. Government funded projects, including a $9.63B+ loan from DOE 7 to BlueOval SK to build domestic battery manufacturing facilities, are expected to accelerate growth in domestic lithium capabilities INVESTOR PRESENTATION | 14
INVESTOR PRESENTATION | 15 US Elemental McDermitt Project
INVESTOR PRESENTATION | 16 FAST - 41: US Elemental McDermitt Project Policy Advantage What is FAST - 41 A U.S. federal framework intended to streamline permitting for projects of national strategic importance by • Improving transparency, predictability, and interagency coordination • Listing projects on the Federal Permitting Dashboard • Promoting faster decisions, reduces delays Why it Matters for the US Elemental McDermitt Project • One of only 6 Lithium related projects currently designated 3 • Underscores US Elemental McDermitt Project’s potential role in U.S. critical minerals strategy • Reinforces confidence in permitting pathway and strategic relevance • Supports advancement of federal permitting 4 Other FAST - 41 Projects 1,2 One of the First 10 Mining Projects Added as FAST - 41 Transparency Project 1 1. The White House: https://www.whitehouse.gov/articles/2025/04/trump - administration - advances - first - wave - of - critical - mineral - production - projects/ 2. Project operator sourced from S&P Global. 3. Federal Infrastructure Projects, accessed November 25, 2025: https://www.permits.performance.gov/projects/transparency - projects?page=0 4. Federal Infrastructure Projects as of November 25, 2025: https://www.permits.performance.gov/permitting - project/fast - 41 - transparency - projects/mcdermitt - exploration - project Resolution Copper Project Libby Exploration Project Silver Peak Lithium Mine South West Arkansas Project Michigan Potash Lisbon Valley Copper Project
INVESTOR PRESENTATION | 17 McDermitt Caldera Expected to be Premier U.S. Lithium Resource Potentially one of the world’s largest known accumulations of lithium mineralization , with potential for mining and processing to produce American made battery grade lithium carbonate 1 US Elemental’s McDermitt Project : • One of only two lithium Mineral Resources in the McDermitt Caldera • Large - scale, potentially globally significant project • Outstanding metallurgical properties 1 • JORC - Compliant Reserves & Resources 2,3 • +60% forecasted EBITDA margin 3 1. https://www.science.org/doi/10.1126/sciadv.adh8183 2. According to Mineral Resource Estimate (“MRE”) commissioned by Jindalee . Estimate as of December 31, 2022. Source: ASX Announcement (February 27, 2023): https://investorhub.jindaleelithium.com/announcements/4328576 3. Refer to Jindalee Lithium ASX announcement dated November 20,2024 for further information, including the assumptions underpinning the key metrics: https://investorhub.jindaleelithium.com/announcements/6637448 4. According to Lithium Americas’ MRE as of December 31, 2024. Source: Lithium Americas: https://lithiumamericas.com/thacker - pass/overview/default.aspx 5. Lithium Americas News Release: https://www.lithiumamericas.com/news/news - details/2025/Lithium - Americas - Receives - First - Drawdown - of - 435 - Million - from - U - S -- DOE - ATVM - Loan/default.aspx 6. U.S. DOE: https://www.energy.gov/articles/department - energy - restructures - lithium - americas - deal - protect - taxpayers - and - onshore OREGON NEVADA McDermitt Caldera US Elemental McDermitt Project 21.5 Mt LCE 2 Lithium Americas Thacker Pass Project 66.1Mt LCE 4 US government to take 5% stakes in Lithium Americas and its joint venture with General Motors 6 Lithium Americas Receives First Drawdown of $435 Million from US DOE ATVM Loan 5 21.5Mt LCE 63 YR Contained Resource 2 Project Life 3 INVESTOR PRESENTATION | 17
INVESTOR PRESENTATION | 18 Attractive Project Economics Post Tax / NPV (8%) 2 $3.23B Post Tax / IRR 2 17.9% EBITDA Margin Over the First 10 Years of Production 2 66% Bottom Half of Cost Curve 2 $8,080/t LCE Lithium Carbonate for First Decade 2 47,500 tpa Economic Evaluation Period, Total Project Life of 63 Years 2 +40 Years Project Payback from First Production 2 5 Years Ore Reserve (~10% of Resource) 2 2.34 Mt LCE Strong Cash Flows Expected Once in production, US Elemental McDermitt Project is expected to deliver resilient cash flows through lithium price cycles Ideal Timing Current development timeline expected to align US Elemental’s first lithium carbonate production with substantial supply deficits forecasted for the early 2030s 1 Made in the U.S. US Elemental McDermitt Project is expected to enable onsite production of American - made lithium carbonate, powering U.S. energy independence over multiple generations The Opportunity US Elemental McDermitt Project offers a strategic opportunity for investors and partners to capitalize on the global pivot toward localized critical mineral supply chains 1. Carbon Credits: https://carboncredits.com/lithium - market - in - 2025 - and - beyond - supply - deficit - looms - with - 116b - requirement/ 2. Refer to Jindalee Lithium ASX announcement dated November 20,2024 for further information, including the assumptions underpinning the key estim at ed metrics: https://investorhub.jindaleelithium.com/announcements/6637448 Key Estimated Metrics from 2024 Pre - Feasibility Study 2
INVESTOR PRESENTATION | 19 Potential Magnesium Upside From the US Elemental McDermitt Project If viable, this strategic by - product opportunity would position US Elemental McDermitt Project to contribute to U.S. domestic primary magnesium supply alongside battery grade lithium carbonate 1. U.S. DOE: https://www.energy.gov/cmm/what - are - critical - materials - and - critical - minerals 2. International Magnesium Association: https://www.youtube.com/watch?v=WNdTMQt33qk Officially designated as a critical mineral by the U.S. 1 due to its strategic importance to the economy and national security China accounts for almost 90% of the global supply 2 DEFENSE ROBOTICS AEROSPACE Magnesium is a Critical Mineral Vulnerable Supply Chain INVESTOR PRESENTATION | 19
INVESTOR PRESENTATION | 20 McDermitt Project Milestones: Accelerating Path to Commercialization 2018 Confirmed extensive lithium mineralization at McDermitt (this area had never been explored for lithium before) 1 2019 - 2020 Metallurgical test work confirmed excellent lithium recoveries 5 and new claims were staked to expand the Project area Extensive Lithium Mineralization Confirmed Drilling Leads to Robust Resource Estimates 1.6Mt LCE 4 2021 - 2022 Extensive environmental baseline studies commenced 3 Drilling: More Lithium Discovered 21.5Mt LCE 2 2023 Exploration Plan of Operations (EPO) 8 to enable major infill drilling program lodged with US Bureau of Land Management EPO & More Metallurgical Test Work 2024 PFS completed, indicating 63 - year Project with post - tax NPV of $3.23B and producing 47,500tpa LCE for first 10 years 5 Signed R&D agreement with Department of Energy 7 PFS Completed & DOE Agreement 2025 FAST - 41 Designation: McDermitt Project Recognized by U.S. Government 6 DISCOVERY & TESTING 2026 2031 COMMERCIALIZATION MILESTONES • 2026: SK - 1300 & Selection Studies • 2026 - 2027: Definitive Feasibility Study • 2026 - 2028: Permitting (Plan of Operations) • 2027 - 2029: Financing & Project Approval • 2028 - 2031: Project Execution, Commissioning & Production Antarctica Capital & Jindalee Lithium Announce Plans to Form US Elemental to accelerate development of McDermitt project Advanced technical, engineering, and economic studies to confirm critical project details Accelerated Feasibility Study Work 1. ASX Announcement (November 20, 2018): https://investorhub.jindaleelithium.com/announcements/3450183 2. ASX Announcement (February 27, 2023): https://investorhub.jindaleelithium.com/announcements/4328576 3. ASX Announcement (July 28, 2022): https://investorhub.jindaleelithium.com/announcements/4178653 4. ASX Announcement (November 19, 2019): https://investorhub.jindaleelithium.com/announcements/3564129 5. ASX Announcement (November 20, 2024): https://investorhub.jindaleelithium.com/announcements/6637448 6. Federal Infrastructure Projects as of November 25, 2025: https://www.permits.performance.gov/permitting - project/fast - 41 - transparency - projects/mcdermitt - exploration - project EPO Approved December 8, 2025 8 7. ASX Announcement (September 16, 2024): https://investorhub.jindaleelithium.com/announcements/6528835 8. United States Department of the Interior, Bureau of Land Management (December 8, 2025): https://eplanning.blm.gov/public_projects/2025844/200559254/20147789/251047769/DOI - BLM - ORWA - V000 - 2023 - 0045 - EA%20Decision%20Record%20for%20McDermitt%20Exploration%20signed.pdf Business Combination Agreement (BCA) Signed US Listing
INVESTOR PRESENTATION | 21 Merging for Momentum: Positioning McDermitt Project for Success Proposed business combination and U.S. Listing of US Elemental is expected to unlock direct access to U.S. institutional investors, enhance policy momentum, and maximize U.S. government funding potential • Proposed business combination between HiTech Minerals Inc., a wholly owned subsidiary of Jindalee Lithium Ltd (ASX:JLL), and Constellation Acquisition Corp., a U.S. Special Purpose Acquisition Company (SPAC) sponsored by Antarctica Capital, to form a new U.S. listed company “US Elemental”, focused on developing the McDermitt Lithium Project • US Elemental is intended to list on a national U.S. securities exchange • Post - transaction, JLL is expected to retain at least 80% ownership of US Elemental, maintaining majority control over this strategically vital asset CURRENT JINDALEE LITHIUM LTD. Listed on ASX HITECH MINERALS INC. ( HiTech ) MCDERMITT PROJECT 100% 100% PRO FORMA JINDALEE LITHIUM LTD. Listed on ASX US ELEMENTAL Listed on Nasdaq or NYSE MCDERMITT PROJECT 80% 100% SPAC SPONSOR / NEW INVESTORS / SPAC PUBLIC SHAREHOLDERS US $20 - $30M CAPITAL RAISE
INVESTOR PRESENTATION | 22 Illustrative Transaction Overview Key Highlights • HiTech Minerals Inc. ( HiTech ) equity valuation of $500M 1 • Transaction contemplates capital raise of $20 - 30M, with $4.05M to be committed by affiliates of Antarctica Capital • $15M of net cash on the pro forma balance sheet after transaction expenses • Jindalee will roll over 100% of its HiTech equity & own approximately 80%+ of the combined entity US Elemental at closing • Expected use of funds towards the development of the McDermitt Project & transaction expenses $M 58.6 Pro Forma Shares Outstanding 4 $10.0 Share Price $586.2 Pro Forma Equity Value $0.0 (+) Debt ($15.0) ( - ) Cash $571.2 Pro Forma Enterprise Value Pro Forma Valuation 2,3 $M Sources 3 500.0 Jindalee Rollover Equity 21.0 Third - Party PIPE 4.1 Antarctica PIPE 525.1 Total Sources $M Uses 500.0 Equity to Jindalee 15.0 Cash to Balance Sheet 10.1 Transaction Expenses 5 525.1 Total Uses Jindalee Rollover Equity Sponsor Shares 4 Third - Party PIPE Shares 6 Antarctica PIPE Shares 7 Sources & Uses Pro Forma Ownership at Closing 2,3 85.3% 9.8% 4.2% 0.7% 1. Assumes purchase price on a cash - free, debt - free basis 2. Excludes the impact of 10.33M public warrants and any additional warrants issued for sponsor / shareholder loans until closing 3. Assumes 100% redemptions 4. Assumes 5,725,312 Founder Shares retained by the Sponsor 5. Reflects an estimate of transaction expenses; actual transaction expenses may vary 6. Assumes a $21M third - party PIPE offered at a 15% discount to the $10.00 per share De - SPAC entry price 7. Assumes a $4.05M Antarctica PIPE. Assumes the first $1.55M of PIPE capital contributed will be funded at BCA signing, convertible at $12.00 per share (shown on an as - converted basis). Assumes the remaining $2.5M of PIPE capital contributed will be offered pari - passu to the 3rd party PIPE (assumed at a 15% discount to the $10.00 per share De - SPAC entry price)
INVESTOR PRESENTATION | 23 88.4% 82.3% 70.0% Ioneer US Elemental Lithium Americas 55.2x 26.6x 26.7x Ioneer US Elemental Lithium Americas $219M $572M $1,096M Ioneer US Elemental Lithium Americas US Elemental Pro Forma Valuation $571M Target Enterprise Value PEER COMPARISON 1 US ELEMENTAL MCDERMITT PROJECT EXPECTED NPV 2 • Assumes purchase price on a cash - free, debt - free basis • $25M target capital raise • $15M PF Net Cash $3.23B NPV (8%) of McDermitt • 17.9% post tax IRR • 21.5Mt LCE Contained resource • 63 - year Project life ~82% Discount • Attractive Entry Point into a High - Quality Lithium Asset • Provides significant upside to investors 1. Factset data as of March 20, 2026 2. Refer to Jindalee Lithium ASX announcement dated November 20,2024 for further information, including the assumptions underpinning the key metri cs : https://investorhub.jindaleelithium.com/announcements/6637448 Enterprise Value (1) EV / Mt LCE Discount to NAV
INVESTOR PRESENTATION | 24 Thank You Ian Rodger Chief Executive Officer Ian@uselemental.com
INVESTOR PRESENTATION | 25 Appendix 1
INVESTOR PRESENTATION | 26 Near - Surface Ore with Stable Mining Profile 1 1. Jindalee Lithium: https://investorhub.jindaleelithium.com/announcements/6637448 Conventional truck & shovel mining Amenable to bulk mining methods Near - surface ore Stable mining Free dig mining Potential magnesium upside
INVESTOR PRESENTATION | 27 Processing Route Validated Through Testwork 1 1. Jindalee Lithium ASX News Release: https://cdn - api.markitdigital.com/apiman - gateway/ASX/asx - research/1.0/file/2924 - 02882493 - 6A1238245&v=undefined 2. Jindalee Lithium ASX News Release: https://cdn - api.markitdigital.com/apiman - gateway/ASX/asx - research/1.0/file/2924 - 02852890 - 6A1225457&v=undefined • Our processing flowsheet will utilize industry standard technology that has been validated through testwork on core samples from the US Elemental McDermitt Project. • US Elemental McDermitt Project is expected to be a fully integrated operation producing battery - grade Lithium Carbonate domestically for sale to the U.S. customers. • Designed maximum annual production of 47.5ktpa Lithium Carbonate (limited by selected acid plant capacity). Optimization opportunities will be studied under the recently announced cooperative research agreement with the U.S. Department of Energy (DoE) including 2 : By - product potential Ore upgrading Water use optimization Mg & Ca removal ~4.8 Mtpa Of ore feed ATTRITION SCRUBBING ACID LEACHING, NEUTRALIZATION Mg & Ca REMOVAL ION EXCHANGE, LI CRYSTALIZATION DRYING, PACKING Coarse gangue ~28% mass rejection Tailings storage ROM Ore Leach Feed Li Solution ~3.5 Mtpa feed ~72% mass recovery ~92% Li recovery Li Solution Li 2 CO 3 47.5 ktpa of product Total Recovery = ~85% Final Product Li 2 CO 3 Battery Grade Process Streams Process Steps Waste Streams Note: Figures quoted reflect averages over first 10 years of commercial production. INVESTOR PRESENTATION | 27 Optimization underway
INVESTOR PRESENTATION | 28 Unlocking McDermitt: Strategic Feasibility Roadmap Delivery of high - quality Feasibility Study with project and operational plans that are environmentally/socially sound and able t o secure permits in reasonable timelines, practically executable, and deliver strong business case that is able to secure financing and advanc e t o construction. Completion of critical tradeoff studies required to fully define the scope, and maximize the value of McDermitt Project Submit high - quality EIS on the fastest practical timeline Detailed project plans designed to minimize re - work and maintain momentum toward production Feasibility Study Baseline Data Collection Selection / Value Optimization Studies Deliver robust technical, engineering and economic studies for investment and permitting Completion of key studies and collection of critical environmental, cultural, and other background data to inform permitting and risk mitigation Completion of critical tradeoff studies to define key project details, confirm regulatory engagement requirements, and optimize overall project value Objective Q2 - 2026 through Q4 - 2027 Q4 - 2025 through 2027+ Q4 - 2025 through Q2 - 2026 Timelines • Advanced metallurgical and pilot plant testing to confirm process assumptions and plant capital/operating costs • Infill drilling to increase measured reserves and support detailed mine and process plan development • Advanced engineering for power, water supply, and all non - process infrastructure • Final reclamation and closure plans • Detailed supporting studies on labor, procurement, supply chain, and community development • Complete environmental, water, and wildlife studies - Collect geochemical, geotechnical, and hydrological data • Conduct social, community, and economic baseline studies • Support preparation of high - quality EIS • Flowsheet Optimization: Evaluate potential for valuable Magnesium byproduct • Optimize flowsheet, water, power and infrastructure location • Advance permitting and stakeholder engagement • Identify opportunities to reduce capital and operating costs Details
INVESTOR PRESENTATION | 29 McDermitt Reserve and Resource Tables McDermitt Project Mineral Resource Estimate (2023) 1 Indicated and Inferred Resource Inferred Resource Indicated Resource Cut - off Grade (ppm Li) LCE (Mt) Li Grade (ppm) Tonnage (Mt) LCE (Mt) Li Grade (ppm) Tonnage (Mt) LCE (Mt) Li Grade (ppm) Tonnage (Mt) 21.5 1,340 3,000 10.4 1,270 1,540 11.1 1,420 1,470 1,000 McDermitt Project Ore Reserve Estimate (2024) 1 Probable Reserve Cut - off Grade (ppm Li) LCE (Mt) Li Grade (ppm) Tonnage (Mt) 2.34 1,751 251 1,000 1. The information in this presentation that relates to the Maiden Ore Reserves for the McDermitt Project has been extracted fro m Jindalee Lithium (“ Jindalee ”) ASX announcement 19 November 2024 titled “McDermitt PFS - Multi - Decade Source of US Lithium Carbonate.” The information in this presentation that relates to the Mineral Resource Estimate for the McDermitt Project has been extract ed from Jindalee’s ASX announcement on the 27/02/2023 titled “Resource at McDermitt increases to 21.5 Mt LCE”. The PFS and the above announcements are available to view on the Jindalee Company’s website or www.asx.com.au (JLL). The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcements referenced above and, in the case of estimates of the Mineral Resource and Ore Reserves estimat es for the McDermitt Lithium Project, that all material assumptions and technical parameters underpinning the Mineral Resource and Ore Reserves es tim ate in those announcements continue to apply and have not materially changed.
INVESTOR PRESENTATION | 30 McDermitt Comparison with Thacker Pass Owners Thacker Pass (Updated Project Plan January 2025) 1,2,3,9,10 McDermitt Project PFS (November 2024) 4,5,8 Category 65% 64% EBITDA Margin Financial $8,039/t $8,673/t (Defined as C1 cash costs) Operating Cash Cost $8,691M $3,229M NPV8% (post tax) 20.0% 17.9% IRR (post tax) Phase 1: $2,930m LOM: $12,327m $3,021m (inclusive of U.S.$495m contingency) Development capital 2,538 ppm 1,967 ppm Average lithium Process Feed grade Operational 75 microns 125 microns Beneficiation separation size / course gangue rejects 80.4% 84.4% Average lithium recovery Phase 1 Capacity: 40ktpa 135ktpa (max capacity 160ktpa) 43.8ktpa (47.5ktpa capacity) Average Lithium Carbonate production $24,000/t $24,000/t Lithium price assumed 85 years 63 years Project Life Reserves: 14.3 Mt of contained LCE @ 3,180ppm Li Resource: 66.1 Mt of contained LCE 6,7 @ 2,175 ppm Li Reserves: 2.34 Mt of contained LCE @ 1,340ppm Li Resource: 21.5 Mt of contained LCE 6,7 @ 1,751ppm Li Reserves and Resource Other Nevada Oregon Location SGS, Sawtooth, NewFields , Bechtel and EXP Fluor Corporation and Cube Consulting Engineering Consultants Joint Venture (62% / 38%) Notes: 1. Lithium Americas’ recent update outlines a phased expansion plan across five stages, targeting a total capacity of 160 ktpa of lithium carbonate. 2. Phase 1, currently under development, has a planned capacity of 40ktpa of lithium carbonate, requiring development capital of U. S.$2,930m. The total development capital across all phases is U.S.$12,327m. 3. Lithium Americas reports financial, cost, and production metrics based on the full expansion plan over different time horizon s, incorporating all five phases, but does not provide standalone metrics for Phase 1. 4. Jindalee’s PFS, by contrast, considers a single development stage with a capacity of 47.5ktpa of lithium carbonate and does not assume a ny staged expansions. 5. Financial, cost and production for McDermitt are over the project’s Economic Evaluation Period alone, not the full 63 year pr oje ct life (PFS Economic Evaluation Period consists of construction, commissioning and ramp - up, followed by first 40 full years of production). 6. Metrics included in table are quoted on life of project basis unless otherwise denoted. 7. Inclusive of mineral reserves. Data Sources: 8. McDermitt: McDermitt PFS released by Jindalee Lithium on 19 November 2024 ( link ) 9. Thacker Pass: Thacker Pass project update 7 January 2025 ( link & link ) 10. Breakdown of Resources by category included in p27
INVESTOR PRESENTATION | 31 Peer Comparison Data: North American Lithium Deposits Source Contained LCE (Mt) 1 Cut - Off (ppm Li and % LiO2) Grade (ppm Li and % LiO2) Resource (Mt) Resource Category Stage Owner Deposit Company Website – Resource Update 2025 2 Link 8.0 858 ppm 2,680 ppm 561 Measured Construction TSX: LAC (62%) NYSE: GM (38%) Thacker Pass 36.5 2,150 ppm 3,225 Indicated 21.6 2,070 ppm 1,982 Inferred 66.1 2,175 ppm 5,768 Total Company Website 3 Link 1.29 5,000ppm boron cut - off for high boron – high lithium (HiB - Li) mineralization; $16.54/tonne net value cut - off for low boron (LoB - Li) mineralization 1,586 ppm 152 Measured Feasibility Study Complete ASX: INR Rhyolite Ridge 1.97 1,417 ppm 261 Indicated 0.71 1,388 ppm 97 Inferred 3.97 1,463 ppm 510 Total 1. Totals may vary due to rounding; Resources stated on 100% basis 2. https://lithiumamericas.com/news/news - details/2025/Lithium - Americas - Increases - Mineral - Resource - and - Reserve - for - Thacker - Pass/defa ult.aspx 3. https://www.ioneer.com/investors/reserves - resources/
INVESTOR PRESENTATION | 32 Appendix 2
INVESTOR PRESENTATION | 33 Risk Factors All references to the “company,” “we,” “us” or “our” refer to Jindalee Lithium Limited (“ Jindalee ”) and HiTech Minerals, Inc. (the “Company”) and their consolidated entities prior to the Potential Business Combination, and for periods following the closing of the Potential Business Combination refer to NewCo as the combined company and its subsidiaries. The risks presented below are non - exhaustive descriptions of certain of the general risks related to the business of the Company, Constellation and NewCo and the Potential Business Combination, and such list is not exhaustive. The list below has been prepared solely for purposes of inclusion in these Presentation Materials and not for any other purpose. You should carefully consider these risks and uncertainties and should carry out your own diligence and consult with your own financial and legal advisors concerning the risks presented by an investment in the Company and the Potential Business Combination. Risks relating to the business of Constellation, Jindalee , the Company, the Potential Business Combination and the business of NewCo will be disclosed in future documents filed or furnished by Constellation or NewCo with the SEC, including the documents filed or furnished in connection with the Potential Business Combination. The risks presented in such filings will be consistent with SEC filings typically relating to a public company, including wit h respect to the business and securities of Jindalee , the Company, Constellation and NewCo and the Potential Business Combination, and may differ significantly from, and be more extensive than, those presented below. Risks Related to Our Business and Our Industry • Our business operates in the mining exploration and development industry. Our project is at the development stage, and there are no guarantees that development of the project into a mine will occur or that such development will result in the commercial extraction of mineral deposits. In addition, even if an economic mineral deposit is mined, we may not realize profits from our development activities in the short, medium or long term. • The economic viability of our project and its development remains subject to various factors, including, in the near term, the delivery of a definitive feasibility study which supports the project economics. To date, we have received a positive preliminary feasibility study, which has a lower level of confidence than a definitive feasibility study, but which has resulted in the definitive feasibility study being commissioned in respect of the project. The information presented in in these Presentation Materials is based solely on the preliminary feasibility study. • There can be no assurance that we will deliver a definitive feasibility study that supports the economic viability of the project moving forward or that the assumptions used in the definitive feasibility study to underpin the viability of the project (including, but not limited to, the prices of lithium carbonate) will remain true and correct in the future. • Our future performance is difficult to evaluate because we have a limited operating history in the mining, energy and resources sector, including in the battery metals industry. • Our long - term success will depend ultimately on implementing our business strategy and operational plan, as well as our ability to generate revenue, achieve and maintain profitability and develop positive cash flows from our mining activities. • Our business strategy is to develop the McDermitt Project to produce lithium domestically. Consequently, our growth depends upon the continued growth in lithium demand and in lithium - ion batteries. • The development and adoption of new battery technologies that rely on inputs other than lithium compounds could significantly impact our prospects and future revenues. • Our long - term success depends, in part, on our ability to negotiate and enter into sales agreements with, and deliver our product to, third party customers on commercially viable terms. There can be no assurance that we will be successful in securing such agreements. • Exchange rate fluctuations may materially affect our results of operations and financial condition. • We may seek to raise further funds through equity or debt financing, joint ventures, production sharing arrangements or other means. Consequently, we depend on our ability to successfully access the capital and financial markets. Any inability to access the capital or financial markets may limit our ability to fund our ongoing operations, execute our business plan or pursue investments that we may rely on for future growth. • Changes in technology or other developments could adversely affect demand for lithium compounds or result in preferences for substitute products. • Our possible future revenues will be mainly derived from the sale of lithium and magnesium products. Consequently, our success largely depends on the market price of lithium remaining higher than our costs of any future production (assuming successful exploration and development of the project). • When compared to many industrial and commercial operations, mining exploration and development projects are high risk and subject to uncertainties. Each mineral resource is unique and the nature of the mineralization, and the occurrence and grade of the lithium, as well as its behavior during mining, can never be wholly predicted. Our mineral resource estimates may be materially different from mineral quantities we may ultimately recover, our life - of - mine estimates may prove inaccurate and market price fluctuations and changes in operating and capital costs may render mineral resources uneconomic to mine. • The industry in which we operate is subject to domestic and global competition. We have no influence or control over the activities or actions of our competitors, which activities or actions may negatively affect the operating and financial performance of our projects and business. • If we fail to retain our key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our anticipated level of growth and our business could suffer. • Any failure by management to manage growth properly could have a material adverse effect on our business, operating results and financial condition. • Land reclamation and mine closure may be burdensome and costly. • Our success depends on developing and maintaining relationships with local communities and stakeholders. • We are exposed to general economic conditions and the fluctuations of interest and inflation rates may have an adverse effect on our business. • Our business may be adversely affected by force majeure events outside our control, including labor unrest, civil disorder, war, subversive activities or sabotage, extreme weather conditions, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions. Note: All amounts are in U.S.$ unless stated otherwise.
INVESTOR PRESENTATION | 34 Risk Factors Risks Related to Legal, Compliance and Regulations • If we receive federal monies, we could become subject to additional federal regulations. This could delay timing and increase costs. • We will be required to obtain governmental permits and approvals to conduct development and mining operations, a process which is often costly and time - consuming. There is no certainty that all necessary permits and approvals for our planned operations will be granted. • Our failure to comply with applicable anti - corruption, anti - bribery, anti - money laundering and similar laws and regulations could negatively impact our reputation and results of operations. • Our operations are subject to environmental, health and safety regulations, which could impose additional costs and compliance requirements, and we may face claims and liability for breaches, or alleged breaches, of such regulations and other applicable laws. • The impacts of climate change may adversely affect our operations and/or result in increased costs to comply with changes in regulations. • We face opposition from organizations that oppose mining which may disrupt or delay our mining projects. • The requirements of being a public company in the U.S. may strain our resources and divert management’s attention, and the increases in legal, accounting and compliance expenses that will result from being a public company in the U.S. may be greater than we anticipate. • Our business could be adversely affected by trade tariffs or other trade barriers. • We are exposed to possible litigation risks, including mining permit disputes (including in respect of access and/or validity of tenure), environmental claims, occupational health and safety claims and employee claims. Further, we may be involved in disputes with other parties in the future that may result in litigation. Current or future litigation or administrative proceedings could have a material adverse effect on our business, financial condition and results of operations. Risks Related to Operations • The development of mining operations at the McDermitt Project is dependent on a number of factors, many of which are beyond our control. If we commence production at the project, our operations may be disrupted by a variety of risks and hazards that could have a material adverse effect on our future operating costs, financial condition and ability to develop and operate a mine. • The occurrence of significant events against which the Company may not be fully insured could have a material adverse effect on our business, financial condition and results of operations. • The threat of global economic, capital markets and credit disruptions pose risks to our business. Risks Related to Intellectual Property and Technology • Our failure to protect our intellectual property rights may undermine our competitive position, and litigation to protect our intellectual property rights may be costly. • We may need to defend ourselves against claims that we infringe, have misappropriated, or otherwise violate the intellectual property rights of others, which may be time - consuming and would cause us to incur substantial costs. • Any unauthorized access to, disclosure, or theft of personal information we gather, store, or use could harm our reputation and subject us to claims or litigation. • A failure of our information technology and data security infrastructure could adversely affect our business and operations. Risks Related to Future Performance and Resource Estimates • Actual capital costs, operating costs, production and economic returns may differ significantly from those we have anticipated and future development activities may not result in profitable mining operations. • Mining projects such as ours have no operating history on which to base estimates of future operating costs and capital requirements. Before operations commence, any projections we may produce are based upon estimates and assumptions made at the time they were prepared. If these estimates or assumptions prove to be incorrect or inaccurate, our actual operating results may differ materially from our forecasted results. • Our resource estimates may change significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, our estimates, if any, are likely to change and these changes may result in a reduction in our resources. These changes may also result in alterations to our development and mining plans, which may, in turn, adversely affect our operations. Risk Related to Land Access • The Company may be required to negotiate access arrangements and pay compensation to land owners, local authorities, traditional land users and others who may have an interest in the area covered by tenure. The Company’s ability to resolve access and compensation issues may have a negative impact on the future success and financial performance of the Company’s operations. Risk Related to Tenures • In relation to tenures which the Company has an interest in or will in the future acquire, there may be areas of indigenous owned land. Where such rights exist, the ability of the Company to gain access to such tenures (through obtaining consent of any relevant landowner), or to progress such tenures from the exploration phase to the development and mining phases of operations may be adversely affected. Risk Related to Sediment - Hosted Lithium Deposit • The McDermitt Lithium Project is a sediment - hosted lithium deposit and the Company is not aware of any commercially operating lithium sediment presently anywhere in the world. Jindalee has completed a comprehensive metallurgical testwork program as part of the McDermitt Lithium Project Pre - Feasibility Study in November 2024, encompassing all major processing stages from beneficiation through to the production of battery - grade lithium carbonate. While the results of this work provide an increased level of confidence in the technical viability of the proposed flowsheet, further optimisation and pilot - scale testing will be required to finalise process design parameters and confirm the scalability of the flowsheet to commercial production. There remains no assurance that lithium production can ultimately be achieved on an economically viable basis or at all. Note: All amounts are in U.S.$ unless stated otherwise.
INVESTOR PRESENTATION | 35 Risk Factors Risks Related to Constellation and the Potential Business Combination • Constellation, Jindalee , the Company and NewCo may not enter into a binding or definitive agreement relating to the Potential Business Combination, and even if they do, the conditions to complete the Potential Business Combination may not be satisfied or may be waived. • In order for the Potential Business Combination to close, in addition to other regulatory and governmental approvals that must be obtained by each of Constellation, Jindalee , the Company and NewCo , among others, the shareholders of Jindalee will be required to approve the transaction on the terms set out in the definitive agreement in accordance with Australian corporate law and the listing rules of the Australian Securities Exchange. There can be no guarantee that such approval will be obtained. • Constellation Sponsor LP (the “Sponsor”) and certain Constellation shareholders affiliated with the Sponsor have agreed to vote in favor of the Potential Business Combination, regardless of how Constellation’s public shareholders vote. • The Sponsor, certain members of the Constellation Board and management have interests in the Potential Business Combination that are different from or are in addition to public shareholders, which may include direct or indirect ownership of Constellation’s founder shares and/or private placement warrants, each of which will lose their value if an initial business combination is not consummated. • Constellation’s Board has potential conflicts of interest in recommending that shareholders vote in favor of approval of the Potential Business Combination proposal and approval of the other proposals in connection therewith. • Our shareholders and Constellation’s shareholders will experience dilution as a consequence of the Potential Business Combination. • Future resales of NewCo’s outstanding shares may cause the market price of its securities to drop significantly, even if NewCo’s business is doing well. • We cannot assure you that NewCo’s or Constellation’s stock price will not decline or not be subject to significant volatility. • The ability of Constellation’s remaining public shareholders to exercise redemption rights with respect to Constellation’s outstanding public shares could increase the possibility that the Potential Business Combination would limit NewCo’s public float following the Potential Business Combination. • We and Constellation will be subject to business uncertainties and contractual restrictions once documentation for the Potential Business Combination is executed. • Constellation cannot assure you that its due diligence review of our business has identified all material issues or risks associated with us, our business, or the industry in which we operate. Additional information may later arise in connection with the preparation of the registration statement and proxy materials or after completion of the Potential Business Combination. If Constellation’s due diligence investigation of our business was inadequate, then stockholders of Constellation following the Potential Business Combination could lose some or all of their investment. • There can be no assurance that NewCo following the closing of the Potential Business Combination will be able to comply with the continued listing standards of Nasdaq. Further, there is no guarantee that an active and liquid public market for NewCo’s shares will develop. • If, following the Potential Business Combination, securities or industry analysts do not publish or cease publishing research or reports about NewCo , its business, or its market, or if they change their recommendations regarding NewCo’s shares adversely, then the price and trading volume of NewCo’s shares could decline. • NewCo may be unable to obtain additional financing to fund its operations or growth. • Constellation is an “emerging growth company” within the meaning of the Securities Act, and we believe that NewCo will qualify as an emerging growth company following the Potential Business Combination. Constellation and NewCo intend to take advantage of certain exemptions from disclosure requirements available to emerging growth companies, which could make their securities less attractive to investors and may make it more difficult to compare performance with other public companies. • We and Constellation will incur significant transaction costs in connection with the Potential Business Combination. • Following the Potential Business Combination, a small number of shareholders will own a substantial majority of our shares, giving them material influence over the outcome of matters requiring a shareholder vote, including the election of directors and the approval of material matters and their interests may not align with the interest of other shareholders. • In connection with the Potential Business Combination, Constellation’s sponsor and its officers, directors, advisors or their respective affiliates may elect to purchase Class A ordinary shares from public shareholders, which may reduce the public float of NewCo’s shares. • Other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward - Looking Statements” in the registration statement on Form S - 4 to be filed in connection with the Potential Business Combination or in other documents filed by Constellation and NewCo with the SEC. Note: All amounts are in U.S.$ unless stated otherwise.
INVESTOR PRESENT
FAQ
What transaction did Constellation Acquisition Corp I (CSTAF) announce?
How is US Elemental valued in the Constellation (CSTAF) business combination?
What is the minimum cash condition for the Constellation–US Elemental deal?
What financing support is Antarctica providing to US Elemental and CSTAF?
When is the Constellation (CSTAF) and US Elemental merger expected to close?
What governance will US Elemental have after the Constellation merger?
Filing Exhibits & Attachments
15 documentsPress Releases
Agreements & Contracts
- EX-10.1 SPONSOR SUPPORT AGREEMENT, DATED AS OF APRIL 9, 2026, BY AND AMONG CSTA, SPONSOR 49.8 KB
- EX-10.2 PARENT TRANSACTION SUPPORT AGREEMENT, DATED AS OF APRIL 9, 2026, BY AND BETWEEN 54.3 KB
- EX-10.3 FORM OF PARENT SHAREHOLDER VOTING AGREEMENT, BY AND BETWEEN JINDALEE AND THE SHA 38.7 KB
- EX-10.4 FORM OF CLASS B HOLDER SUPPORT AGREEMENT, BY AND BETWEEN THE CLASS B HOLDERS, CS 42.8 KB
- EX-10.5 SECURITIES PURCHASE AGREEMENT, DATED AS OF APRIL 9, 2026, BY AND BETWEEN JINDALE 333.1 KB
- EX-10.6 FORM OF WARRANT 99.6 KB
- EX-10.7 PARENT GUARANTEE, DATED AS OF APRIL 9, 2026, BY AND BETWEEN JINDALEE AND PURCHAS 28.8 KB