Larvotto Resources has entered into a binding scheme implementation deed to acquire 100% of the shares in Hammer Metals.
The full transaction will proceed via a court-approved scheme of arrangement.
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It will merge Larvotto’s Hillgrove Antimony-Gold Project in New South Wales with Hammer’s advanced Mt Isa copper and critical minerals portfolio in Queensland.
The merger establishes an Australian company focused on critical minerals and precious metals, featuring imminent production capabilities, strategic antimony resources and a platform for copper expansion backed by a resource of approximately 530,000t of copper equivalent.
Additionally, the deal brings the Kalman Project into Larvotto’s asset base, which contains a Joint Ore Reserves Committee resource of 39.2 million tonnes at 1.27% copper equivalent, amounting to 420,000t of contained copper-equivalent metal.
Under the proposed scheme, Hammer Metals shareholders will receive one Larvotto share for every 22 Hammer shares they own.
The deal values Hammer at approximately A$54m ($37.85m) and implies an offer price of A$0.06 per Hammer share, based on Larvotto’s closing price of A$1.33 on 5 June.
The boards of both companies have agreed to the terms, with the Hammer Metals board unanimously recommending the transaction to shareholders, in the absence of a superior proposal and subject to the findings of an independent expert report.
Shareholders of Hammer will collectively own around 7.3% of the enlarged Larvotto entity, with existing Larvotto shareholders retaining 92.7%, prior to a separate placement involving Glencore.
As part of the broader transaction funding, Larvotto has secured a A$15m share placement at a 15% premium, with Glencore participating as a strategic investor.
These funds are expected to support the expansion and development of Larvotto’s copper strategy in Queensland as well as Hillgrove, where antimony and gold production is expected to commence in August 2026.
Larvotto Resources managing director Ron Heeks said: “This transaction is a highly compelling tactical and strategic fit that significantly strengthens Larvotto’s position as an emerging Australian critical minerals and precious metals company.
“Hammer has assembled one of the most attractive undeveloped copper and critical minerals portfolios in the Mt Isa district.”
Larvotto has engaged Blue Ocean Equities and MA Moelis Australia to act as its financial advisers, while Allion Partners has been appointed as its legal adviser for the transaction.
Larvotto recently signed a binding offtake agreement with Glencore for the sale of gold concentrate from the Hillgrove Antimony-Gold Project.
