Jindalee is looking to unlock value from one of the largest lithium resources in the United States by listing its US projects on NASDAQ while remaining tightly held at the ASX level. This placement gives investors exposure to a potential long‑life, low‑cost US lithium producer that is increasingly aligned with American energy security and the next upcycle in the lithium market.

Jindalee is to raise up to approximately $5,000,000 via a institutional placement.

Discount

The raise price represents a 18.6% discount to the last closing price and a 21.6% discount to the 10 day VWAP

Options

For every one new share issued under the Placement and Entitlement Offer, investors will be entitled to one free option with an exercise price of A$0.60 and an expiry date of approx. 3 years post the date of issue.

Jindalee is an Australian lithium exploration company whose main asset is the McDermitt Lithium Project on the Oregon–Nevada border, one of the largest and most strategically important lithium deposits in the US. The project has government backing (including FAST-41 designation and a DOE R&D agreement) and is positioned as a potential low-cost, long-life domestic lithium source to support electrification.

Jindalee plans to spin out its US assets, including McDermitt, into a new entity, US Elemental Inc., at an implied equity value of about US$500 million (US$571 million enterprise value), while retaining a majority ownership stake.

Jindalee has signed a deal with a US-listed shell company (Constellation) to create a new company called US Elemental, which will list on the NASDAQ and hold Jindalee’s US projects. The deal values Jindalee’s US assets at about US$500 million, and US Elemental at about US$571 million including debt.

US Elemental plans to raise a further US$20–30 million, of which at least US$4 million will come from Constellation’s sponsor group, Antarctica Capital. This money will help pay listing and transaction costs, cover running expenses, and speed up work on the McDermitt study and drilling. The transaction aims to close in the second half of 2026, subject to minimum cash of US$14 million remaining in the structure (which Jindalee can choose to waive) and normal shareholder and regulatory approvals. After completion, Jindalee is expected to own more than 80% of US Elemental, so Jindalee shareholders will keep exposure through Jindalee rather than holding US Elemental shares directly.

Funds raised under this Offer will be applied to advance and de risk McDermitt and to maintain momentum toward the proposed NASDAQ listing of US Elemental, including exploration and infill drilling, metallurgical testwork, technical studies and permitting, listing and transaction costs, and general working capital (including costs associated with this Placement and related transactions).