Highlights

  • Greenwing signed a non-binding term sheet for a proposed Partnership at San Jorge in Argentina.
  • The proposed partner would fund approximately US$15.3 million in staged project work.
  • Completion of the earn-in phases could give the partner a 37.5% project interest.
  • A subsequent option could cover Greenwing’s remaining 62.5% interest for US$125 million.
  • Due diligence, definitive documents and required approvals remain outstanding.

Greenwing Resources Limited explores and develops critical minerals projects, including the San Jorge lithium brine project in Argentina, graphite interests in Madagascar and polymetallic Assets in Tasmania. On 4 November 2026, Greenwing Resources (ASX:GW1) outlined a proposed strategic partnership for San Jorge that could introduce staged technical funding while retaining its interest in the project during the initial development phases. The agreement is preliminary, with important conditions still to be satisfied.

Proposed Earn-In Links Funding to Project Milestones

The non-binding term sheet proposes that Atana Elements fund approximately US$15.3 million in technical programmes to earn an eventual 37.5% interest in San Jorge. The structure divides expenditure into phases rather than transferring the full interest immediately. An initial phase envisages approximately US$300,000 of technical work within nine months of definitive documentation, corresponding to a 5% project interest.

The next phase would involve approximately US$4 million of drilling and resource-expansion work, including an updated resource report, within 12 months after the initial phase. This would increase the proposed partner’s cumulative interest to 15%. A further programme of approximately US$11 million would support geophysics, drilling, technical studies and a preliminary feasibility study, lifting the cumulative interest to 37.5% if completed within the specified period.

Greenwing Resources (ASX:GW1) would therefore retain a majority interest following the proposed earn-in. After completion of the preliminary feasibility study, the partner would have an option, rather than an obligation, to acquire Greenwing’s remaining 62.5% for US$125 million. The stated option price is conditional on the transaction reaching that stage and should not be treated as a completed sale.

San Jorge Resource and Technical Assessment

San Jorge is a lithium brine project in Catamarca Province. Greenwing’s reported Mineral Resource totals 1.07 million tonnes of lithium carbonate equivalent at 195 milligrams per litre lithium, comprising 0.67 million tonnes Indicated and 0.40 million tonnes Inferred. These classifications reflect differing levels of geological confidence and do not establish economically recoverable reserves.

During 2026, Greenwing Resources (ASX:GW1) progressed scoping and technical evaluation at San Jorge. Its April geophysical interpretation suggested that the brine-bearing system might extend to approximately 1,000 metres, compared with a maximum drilled depth of 402 metres. That interpretation is not a measurement of additional resources; deeper drilling and assessment would be required before any resource revision.

Initial Payment, Share Subscription and Conditions

Under the announced terms, the proposed partner is to pay US$300,000 within five Business days of signing the term sheet. Half would be non-refundable to Greenwing, while US$150,000 would be held In Escrow pending definitive documents. The proposed Equity subscription totals US$800,000, inclusive of the initial payment, at a 15% premium to the preceding 25-trading-day volume-weighted average price, subject to the specified conditions.

Greenwing Resources (ASX:GW1) has granted a three-month exclusivity period for Due Diligence and negotiations. Apart from the identified binding provisions, the commercial arrangements remain non-binding. Completion depends on satisfactory due diligence, final agreements and relevant corporate, regulatory and other approvals. Shareholder approval may also be required, depending on the transaction’s final structure.

The terms also contemplate protections if later expenditure milestones are not met, including a potential repurchase of the partner’s earned interest at a defined proportion of sunk costs. Greenwing Resources (ASX:GW1) must also address existing deferred vendor payment obligations under the proposed framework. These provisions illustrate that funding commitments, ownership changes and project work remain interdependent.

Key Insights

The proposed San Jorge partnership could provide a staged route for drilling, resource evaluation and a preliminary feasibility study without Greenwing independently funding every phase. However, Greenwing Resources (ASX:GW1) has not announced a completed earn-in or a final sale of its remaining interest. The next meaningful developments are completion of due diligence, execution of definitive agreements, approvals and delivery of the technical programmes. Resource expansion and economic viability remain to be demonstrated.