Jindalee eyes US re-rating via Nasdaq listing for McDermitt Proactive uses images sourced from Shutterstock

Jindalee Lithium Ltd (ASX:JLL, OTCQX:JNDAF) has taken a major step toward putting a US market valuation on its McDermitt Lithium Project, signing a binding business combination agreement that is set to establish a new Nasdaq-listed vehicle, US Elemental Inc., to hold the company’s US assets.

The deal implies a pro forma enterprise value of about US$571 million, including an implied equity valuation of US$500 million for Jindalee’s US assets, while leaving Jindalee with an expected majority stake of 80% or more in the new entity on completion.

The transaction is centred on Jindalee’s wholly owned US subsidiary HiTech Minerals, which holds the McDermitt project in Oregon, one of the larger lithium resources in the United States. Under the proposed structure, HiTech will become a wholly owned subsidiary of US Elemental, which is expected to list on Nasdaq in H2 2026, subject to shareholder, regulatory and listing approvals.

For Jindalee, the proposed Nasdaq listing is less about changing control of McDermitt and more about changing the capital markets context around it. The company is seeking to place the project inside a US-domiciled, US-listed structure that is more closely aligned with American investors, government priorities and critical minerals policy settings.

“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,” said Chandra Patel, chairman and chief executive officer of Constellation and managing partner of Antarctica Capital.

US listing aimed at unlocking project funding

McDermitt has reached a stage where larger pools of capital will be needed to fund infill drilling, metallurgical optimisation and feasibility work, and the US listing is intended to improve access to that funding.

The valuation attached to the transaction is also significant. By putting a US$500 million equity value on Jindalee’s US assets and pursuing a Nasdaq listing, the company is effectively seeking to establish a market platform that better reflects the scale and strategic relevance of McDermitt than it believes is available through its current structure alone.

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The transaction contemplates a US$20-30 million capital raise, including a binding US$4.05 million commitment from an affiliate of Antarctica Capital, with about US$1.5 million available immediately and a further US$2.5 million committed at completion.

Managing director and CEO Ian Rodger said execution of the agreement marked a key milestone in Jindalee’s 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 Constellation 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 Fund, 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.”

Strategically, the structure allows Jindalee to retain meaningful exposure to McDermitt’s long-term upside while opening a pathway to US institutional and strategic capital. That balance appears to be at the heart of the deal: Jindalee gets a Nasdaq-listed platform to advance one of the US’s larger lithium development stories, while still maintaining majority ownership and oversight of the asset.

If completed, the transaction would give Jindalee a new funding and valuation pathway for McDermitt without surrendering control, reinforcing the company’s strategy of using a US listing to accelerate development while preserving shareholder exposure to the project’s longer-term upside.

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