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Jindalee Lithium Limited (ASX:JLL)

ALERT: Price-sensitive ASX Announcement for JLL
Current share price for JLL : $0.300 -0.08 (-21.05%)+
Release
22 Sep 2026 9:06AM
Price at Release
$0.380
Full Release
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Summary
Jindalee Lithium Limited announced that it has filed S-4 Amendment No. 3 with the US Securities and Exchange Commission in relation to the proposed business combination between its wholly owned US subsidiary HiTech Minerals Inc., Constellation Acquisition Corp I and US Elemental Inc., a transaction intended to result in US Elemental listing on Nasdaq under the ticker ULIT in Q4 2026 while holding Jindalee’s US assets and leaving Jindalee with an expected majority interest of 80% or more. The amendment responds to a second round of SEC comments received in early September 2026, following the original Form S-4 filing in June 2026 and a prior amendment in August 2026, and the company said effectiveness of the Form S-4 remains the key requirement before Constellation can hold its shareholder meeting and the transaction can close, with current expectations for SEC effectiveness in late September or October 2026, subject to further review. The announcement also noted a planned US$20–30 million PIPE financing, including a binding US$4.0 million commitment from an affiliate of Constellation’s sponsor Antarctica Capital Partners, and said indications from several US funds suggest the PIPE target may be met, although completion remains subject to customary regulatory and closing conditions including SEC effectiveness, Constellation shareholder approval, Nasdaq approval, regulatory consents, a minimum cash condition of US$14 million net of certain transaction expenses, and no material adverse change events.
Key Points
  • Jindalee filed S-4 Amendment No. 3 with the US SEC for the proposed US Elemental transaction.
  • The filing responds to the second round of SEC comments received in early September 2026.
  • US Elemental is expected to list on Nasdaq under the ticker ULIT if the transaction completes.
  • Jindalee expects to retain a majority interest of 80% or more in US Elemental on completion.
  • The Form S-4 was first filed on 2 June 2026 and previously amended in August 2026.
  • Jindalee expects the Form S-4 could be declared effective in late September or October 2026, subject to SEC review.
  • HiTech Minerals, which owns 100% of the McDermitt Lithium Project in Oregon, will become a wholly owned subsidiary of US Elemental.
  • The transaction includes a targeted US$20–30 million PIPE financing.
  • A binding US$4.0 million PIPE commitment has been provided by an affiliate of Constellation sponsor Antarctica Capital Partners.
  • Jindalee said several credible US funds have provided term sheets indicating the PIPE target may be met.
  • The transaction remains subject to customary closing conditions including SEC effectiveness, Constellation shareholder approval, Nasdaq approval and regulatory approvals.
  • Jindalee shareholder approval for the transaction had already been obtained in June 2026.
  • The minimum cash condition is US$14 million net of certain transaction expenses.
  • Jindalee continues to target completion of the transaction and the Nasdaq listing in Q4 2026.
  • The company cautioned that there is no assurance the remaining conditions will be satisfied or that the transaction will complete on the anticipated timetable or at all.
IMPORTANT NOTE: This information is autogenerated and has not been reviewed for accuracy or completeness. You should refer to the full announcement here for further information.