Merger and Acquisition
Greenwing Resources agrees non-binding terms for Atana Elements earn-in at San Jorge Lithium Brine Project
Headline consideration
Estimated US$15.3 million earn-in
Staged development expenditure
Interest acquired
Up to 37.5% earn-in
Option over residual 62.5% for US$125 million
Mineral resource
1.07Mt LCE at 195mg/L lithium
0.67Mt Indicated and 0.40Mt Inferred
Summary
Greenwing Resources Ltd has agreed non-binding commercial terms with US-headquartered Atana Elements Inc for a staged strategic partnership at the San Jorge Lithium Brine Project in Catamarca Province, Argentina. The company states the proposed terms include an initial US$800,000 equity investment at a premium to market price, a staged estimated US$15.3 million development expenditure earn-in to earn up to a 37.5% interest in the Project, and an option to purchase the residual 62.5% interest for US$125 million. Atana has been granted exclusivity for 3 months. The terms are subject to Atana completing due diligence and to the parties entering into binding long-form Transaction Documents, which the parties intend to finalise within 3 months of the announcement.
Consideration
| Component | Terms |
|---|---|
| Initial payment | US$300,000 within 5 business days of signing the Term Sheet, comprising a US$150,000 non-refundable payment to Greenwing and a US$150,000 payment held in third party escrow pending execution of Transaction Documents |
| Exclusivity | Granted to Atana for 3 months to complete due diligence |
| Equity subscription | Ordinary shares to the value of US$800,000, issued at a 15% premium to the volume weighted average price over the previous 25 trading days, inclusive of the US$300,000 initial payment |
| Phase 0 | Further US$500,000 payment on signing Transaction Documents, and Atana-funded technical work estimated at US$300,000 within 9 months after signing Transaction Documents, earning 5% upon completion of Phase 0 |
| Phase 1A | Estimated US$4 million drilling/resource expansion and increased resource report milestone, within 12 months after completion of Phase 0, earning 15% cumulative upon completion |
| Phase 1B | Estimated US$11 million further geophysics, drilling, technical studies and PFS, within 24 months after completion of Phase 0, earning 37.5% cumulative upon completion |
| Option | After delivery of the PFS, Atana will hold an option to purchase Greenwing’s remaining 62.5% Project interest for US$125 million, with no obligation to exercise |
| Repurchase right | If Phase 1B is not completed within the specified period, Greenwing will have the right to repurchase Atana’s earned interest for 50% of its sunk costs |
| Clawback | Greenwing may buy back up to a 10% interest in the Project from Atana in agreed circumstances at the valuation basis implied by the option (approximately US$20 million for 10%) |
| Offtake | Upon completion of Phase 1B, Atana would be entitled to the same corresponding share of Project offtake at market-based pricing |
| Deferred payment obligations | Greenwing must satisfy its existing deferred payment obligations to the vendor of the Project before completion of Phase 1B, with Atana having step-in rights to meet them at its election if Greenwing failed to do so |
| Use of subscription funds | Towards deferred payment obligations to the vendor of the Project |
| Share issue capacity | Shares are expected to be issued from Greenwing’s ASX listing rule 7.1 capacity |
Conditions
- Atana completing due diligence to its satisfaction
- The parties entering into binding Transaction Documents
- Customary conditions, including requisite board, shareholder, ASX, regulatory and third-party approvals in respect of Greenwing and Atana
- Greenwing will consult with ASX on the application of Listing Rule 11.2, and if it applies, shareholders will need to approve the transaction for it to proceed
Project snapshot
| Item | Detail |
|---|---|
| Mineral Resource Estimate | 1.07Mt lithium carbonate equivalent (LCE) at 195mg/L lithium |
| Classification split | 0.67Mt Indicated and 0.40Mt Inferred |
| Source | Previously reported maiden Mineral Resource Estimate, ASX announcement dated 27 May 2024 |
Source: Greenwing Resources announcement dated 4 November 2026. This page summarises information from the company's public announcement and is provided for general information only. It is not financial product advice, a recommendation or an offer, and it does not take into account any person's objectives, financial situation or needs. Figures and terms are taken from the announcement and may be incomplete or may have changed since publication. Refer to the original announcement for full details. Kamoa Capital has not independently verified the information.
