Key Highlights

  • Non-binding terms have been agreed with Atana Elements for a staged Partnership at San Jorge in Catamarca province, Argentina.
  • On signing binding documents, Atana would pay a further US$500,000 and complete a US$800,000 share subscription.
  • A staged earn-in could take Atana to 37.5% of the project, with an option over the remainder.
  • Due diligence and approvals must be completed before transaction documents are finalised.

Greenwing Resources (ASX:GW1) has agreed non-binding commercial terms with Atana Elements, a US-headquartered critical minerals company, for a staged partnership at the San Jorge lithium brine project in Catamarca province, Argentina. The terms follow what Greenwing describes as a competitive strategic investor process.

Atana would make an initial US$800,000 Equity Investment in Greenwing at a premium and could earn up to 37.5% of the project by funding an estimated US$15.3 million of development work. After a preliminary feasibility study, Atana would hold an option to buy the remaining 62.5% for US$125 million.

Managing director Peter Wright said the objective had been to secure technical expertise and an externally funded development programme. The proposal is not binding, and Greenwing states there is no guarantee it will proceed.

How the stages work

Atana has committed to pay US$300,000 within five Business days of signing the term sheet: US$150,000 non-refundable to Greenwing and US$150,000 held in escrow. In return, Greenwing has granted three months' exclusivity for due diligence.

On signing binding transaction documents, Atana would pay a further US$500,000 and complete the US$800,000 share subscription, priced at a 15% premium to the 25-day volume-weighted average. Those funds would go towards Greenwing's deferred payment obligations to the project's vendor.

Atana would then fund a Phase 0 technical programme of about US$300,000 over nine months for 5% of the project; Phase 1A drilling and resource expansion of about US$4 million within 12 months for 15% cumulatively; and Phase 1B geophysics, drilling, studies and a preliminary feasibility study of about US$11 million within 24 months for 37.5%. Atana would also receive a matching share of offtake at market-based prices.

Protections and trade-offs

If Phase 1B is not completed on time, Greenwing could buy back Atana's interest for half of its sunk costs. After the feasibility study, Atana is not obliged to exercise its option. Greenwing could, in agreed circumstances, buy back up to 10% at the implied option valuation, about US$20 million for 10%.

The structure would let Greenwing advance the project without raising equity at present, which management views as preserving Shareholder value. The cost is giving up up to 37.5% of the project and potentially all of it if the option is exercised.

The project

San Jorge hosts a maiden resource of 1.07 million tonnes of lithium carbonate equivalent at 195 milligrams per litre, of which 0.67 million tonnes is Indicated. A geophysical interpretation in April suggested the brine may extend to about 1,000 metres, well below the deepest drilling at 402 metres. The grade is modest by brine standards, which is one reason Greenwing is working with several direct lithium extraction pilot partners.

Why Argentina brine deals are active

Greenwing says it chose to seek a partner rather than raise equity in early 2026, and points to several 2026 transactions for Argentine brine assets, including Liontown's staged earn-in over Centenario and POSCO's Acquisition of Hombre Muerto North. It also cites US-Argentina critical minerals cooperation and US export Credit financing. Those trends support interest in the region, but each project still stands on its own merits.

The partner

Atana combines geology with artificial intelligence and airborne surveys. It discovered the Salar de Jama brine project in Jujuy province and announced a US$27.5 million seed raising in June 2026. Greenwing says Atana is funded for the initial phases.

What comes next

Due diligence must be completed, transaction documents finalised within about three months, and board, shareholder, ASX, regulatory and third-party approvals obtained. Greenwing will consult ASX on whether Listing Rule 11.2 applies, which would require shareholder approval for the disposal of a main undertaking.