ASX-listed Jindalee Resources on Tuesday announced a nonbinding letter of intent (LoI) with Constellation Acquisition Corp. I, a US-based special purpose acquisition company (SPAC) sponsored by Antarctica Capital, to list its McDermitt lithium project on a US national securities exchange.

The proposed transaction involves a merger of HiTech Minerals, Jindalee’s US subsidiary, with Constellation to form a new company, “NewCo,” assigning an equity value of $500-million to Jindalee’s US assets. The deal contemplates a capital raise of $20-million to $30-million, with $4-million committed by affiliates of Antarctica Capital, and aims to provide long-term access to US capital markets for the project’s development.

“The signing of this LoI follows a competitive process undertaken as part of our broader strategic review,” said Jindalee MD and CEO Ian Rodger. “We have experienced a high level of interest from US investors following the Trump administration’s strong focus on increasing domestic production of critical minerals and the recent designation of McDermitt as a FAST-41 Transparency Project. We are pleased to have selected Constellation as our preferred vehicle to access US equity markets, and we look forward to working with the Antarctica team to realise this exciting opportunity.”

Jindalee said the LoI included an initial 90-day exclusivity period during which the parties would complete due diligence and negotiate a binding business combination agreement, targeted for execution in the fourth quarter of 2025.

Completion will remain subject to customary closing conditions, including regulatory approvals from the US Securities and Exchange Commission, the ASX, and the listing of NewCo on a US national exchange, with a potential close in the first half of 2026.

If completed, the transaction would create a US-listed vehicle with direct exposure to one of the largest lithium resources in the US and provide funding to advance the McDermitt feasibility study. Jindalee shareholders would maintain majority ownership and board representation in NewCo, ensuring ongoing participation in the project’s development. The company said it will continue to explore complementary mineral exploration and development opportunities alongside the McDermitt project.