Greenwing Resources Ltd (ASX:GW1) has lodged an Appendix 3B disclosing a proposed placement of 11,500,000 fully paid ordinary shares at AUD $0.10 each, with a proposed issue date of 4 February 2027, in connection with a strategic partnership to progress the San Jorge Lithium Brine Project.

Key Points

  • Greenwing Resources proposes to issue 11,500,000 fully paid ordinary shares at AUD $0.10 per share.
  • The proposed issue date is 4 February 2027, with a condition determination date of 3 February 2027.
  • The placement is subject to Transaction Documents being executed in relation to the proposed transaction with Atana Elements Inc.
  • Shares will be issued at a 15% premium to the 25-day VWAP up to the date of execution of the Transaction Documents, to the value of USD $800,000.
  • The 11,500,000 securities are proposed to be issued using the entity's 15% placement capacity under ASX Listing Rule 7.1, with no security holder approval sought.

Placement Terms and Strategic Partnership Context

According to the filing, Greenwing Resources is proposing to issue 11,500,000 fully paid ordinary shares in an existing class at a price of AUD $0.10 per security, for a cash consideration denominated in Australian dollars. The placement is described as a subscription for shares forming part of a strategic partnership, with reference made to a company disclosure dated 4 November 2026 concerning a non-binding term sheet for a strategic partnership with Atana Elements Inc to progress the San Jorge Lithium Brine Project. The filing states that the number of shares and issue price are estimates at the time of lodgement and are subject to change.

Conditions and Timetable

The proposed placement is conditional on external approvals or conditions being satisfied before it can proceed on an unconditional basis. The filing identifies the condition as Transaction Documents being executed in relation to the proposed transaction, with the date for determination set at 3 February 2027, described as an estimated date. The proposed issue date is 4 February 2027. The filing states that figures noted in the Appendix 3B are based on data as of 3 November 2026 and are therefore subject to change. No lead manager, broker, or underwriter is involved, and no material fees or costs other than nil have been disclosed.

Share Issue Structure and Pricing Mechanism

The filing discloses that the new shares will be issued at a 15% premium to the 25-day volume weighted average price up to the date of execution of the Transaction Documents, to the value of USD $800,000. The securities are to be issued using the company's 15% placement capacity under ASX Listing Rule 7.1, without security holder approval. The new shares will rank equally in all respects from their issue date with existing issued securities in that class. No voluntary escrow applies, and no restricted securities will be issued. Any on-sale of the securities within 12 months will be managed via the publication of a cleansing notice.