GREENWING RESOURCES LTD — Capital/Financing Update 2021

Sep 2, 2021

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ASX Announcement Execution of San Jorge Project Acquisition Agreement 3 September 2021

Greenwing Resources Ltd (Greenwing or the Company) (ASX:GW1) is pleased to provide an update on acquisition of the San Jorge Lithium Brine Project.

Highlights

• Greenwing has executed transaction documents for the acquisition of Andes Litio SA which holds an option agreement over the San Jorge Lithium Brine Project located in the prolific Lithium Triangle.

• The San Jorge project consists of 15 granted exploration licenses covering 36,600 hectares in the Catamarca province

• The San Jorge Project is now the immediate focus of Greenwing’s exploration efforts with an exploration programme to commence shortly.

• Exploration of the San Jorge project is a key part of Greenwing’s strategy of providing a comprehensive and integrated exposure to Lithium, Graphite and Advanced Graphite Materials.

OVERVIEW

Following the ASX announcements on 26 March, 1 June 2021 and 13 July 2021, Greenwing is pleased to announce that it has executed transaction documents for the acquisition of Andes Litio SA which holds an option to acquire the San Jorge Lithium Brine Project located in Catamarca province, Argentina.

Greenwing will shortly commence exploration activities at San Jorge with a focus on the San Francisco Salar (salt lake).

In conjunction with the Company’s Graphite and Lithium assets in Madagascar, the San Jorge Project, located in the prolific lithium triangle, is a compelling addition to the Company’s green metal asset base and aligns with a strategy to become an integrated supplier of both anode and cathode materials to the burgeoning world demand for battery minerals.

Greenwing has significant Lithium experience at board level with Chairman Rick Anthon having been at Orocobre Limited since inception, and James Brown being the Managing Director of Altura Mining Ltd and a current Director of Sayona Mining Limited.

Greenwing Resources Ltd ABN 31 109 933 995 Phone: +61 (0) 7 3063 3233 | Level 21, 110 Mary Street Brisbane Qld 4000 www.greenwingresources.com

THE SAN JORGE LITHIUM BRINE PROJECT

The San Jorge Lithium Brine Project is located in Catamarca province, Argentina, in the Lithium Triangle, a prolific location accounting for over half of the world’s annual lithium production (Figure 1).

The San Jorge Project consists of 15 granted Exploration Licenses (EL’s) covering some 36,000 hectares inclusive of the San Francisco Salar which covers some 2,800 hectares. For further information regarding the San Jorge Lithium Brine Project, please refer to the Company’s announcement dated 26 March 2021.

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Figure 1 - Location of the San Jorge Project

Greenwing Resources Ltd ABN 31 109 933 995 Phone: +61 (0) 7 3063 3233 | Level 21, 110 Mary Street Brisbane Qld 4000 www.greenwingresources.com

TRANSACTION TERMS

The Company has acquired Andes Litio SA which has an option agreement to acquire a 100% interest in the San Jorge Project.

The maximum consideration which may be payable has not changed from that announced on 13 July 2021, and the total potential consideration is outlined in the following table:

Timing	Consideration (post consolidation basis)1
Initial consideration:
Issued on 30 July2021	1,500,000 shares
To be issued followingexecution of the transaction documents	1,500,000 shares
Milestone payments:
9 months after the grant of necessary permits to allow the Company to undertake exploration activities consisting of a geophysical survey, trenching, auguring, brine samplingand shallow drilling	2,000,000 shares2
Upon achieving an Inferred Mineral Resource (in accordance with the 2012 Edition of the JORC Code or equivalent) of Lithium (stated as Lithium Carbonate Equivalent tonnes) of 250,000 tonnes at an Li grade of 200mg/L	AUD$1,000,0002,3
Upon Greenwing achieving a Measured and Indicated Mineral Resource JORC Report of Lithium (stated as Lithium Carbonate Equivalent tonnes)of 200,000 tonnes at an Ligrade of 200mg/L	AUD$1,000,0002,3

The terms of the option agreement to acquire the San Jorge Project have been amended with the timing of payments deferred, and are now as follows:

Timing	**Stage **	Investment USD$	Expenditure USD$	Equity Earned
Initial fees - paid	1&2	$120,000	Nil
Signing- paid	2	$100,000	Nil
April 2022	3	$180,000	$50,000	10%
October 2022	4	$180,000	$275,000	15%
July 2023	5	$270,000	$375,000	25%
July2024	6	$500,000	$500,000	45%
July 2025	7	$800,000	$750,000	70%
July 2026	8	$950,000	$1,000,000	95%
Acquire balance ofproject	9	$1,500,000	$50,000	100%
TOTAL		$4,500,000	$2,950,000	100%

Note: Payments can be accelerated to increase equity at any time.

In summary, Greenwing is acquiring Andes Litio for equity consideration only, with contingent consideration subject to the achievement of milestones and the issue of shares subject to

1 The Company conducted a 1:50 share consolidation in July 2021, and the numbers noted are the consolidated numbers.

2 Subject to shareholder approval prior to issue.

3 to be satisfied by the issue of Greenwing shares calculated at a 10% discount to 30 Day moving average share price, subject to a floor price of $0.25 per share (post consolidation referred to in note 1 above), subject to compliance with ASX Listing Rules chapter 7 and Guidance Note 19.

Greenwing Resources Ltd ABN 31 109 933 995 Phone: +61 (0) 7 3063 3233 | Level 21, 110 Mary Street Brisbane Qld 4000 www.greenwingresources.com

shareholder approval. Cash contributions are payable to increase the equity owned in the Project over the next 5 years. These cash payments can be accelerated at the Company’s election.

COMMENCEMENT OF EXPLORATION ACTIVITIES

Greenwing aims to establish lithium resources across both brine and hard rock.

The initial program of exploration at San Jorge will consist of:

• A passive seismic geophysical survey across the salar to define the thickness of the salar sediments and to target drilling and assist future resource estimation;

• Electrical geophysics to map the extent of the brine body extending under gravel units around the salar;

• Shallow auger drilling and pit sampling to collect brine samples for assaying, to determine the shallow concentrations of lithium and other elements; and

• Possible targeted deeper drilling to obtain brine samples for evaluation of brine chemistry and to confirm the porosity and permeability characteristics to evaluate possible future production conditions.

Rick Anthon – Chairman

‘We are pleased to complete the formal documentation that will lead to the acquisition of San Jorge. San Jorge Project is an important part of our broader strategy to provide an integrated exposure to Graphite, Advanced Graphite Materials and Lithium, markets, all of which will be critically undersupplied as the take up of battery related technology accelerates.

Given its location in the Lithium Triangle, we believe that the San Jorge Project has the potential to deliver significant value to the Company’s shareholders and we look forward to providing updates on exploration activities.’

For more information, please contact:

Rick Anthon Peter Wright Chairman Executive Director Phone: (07) 3063 3233 Email: InvestorRelations@greenwingresources.com

This announcement has been approved by the Company’s Chairman for release.

Greenwing Resources Ltd ABN 31 109 933 995 Phone: +61 (0) 7 3063 3233 | Level 21, 110 Mary Street Brisbane Qld 4000 www.greenwingresources.com