Announcement • Jul 07
Austral Resources Australia Ltd (ASX:AR1) proposed to acquire Hammer Metals Limited (ASX:HMX) for AUD 71.4 million. Austral Resources Australia Ltd (ASX:AR1) proposed to acquire Hammer Metals Limited (ASX:HMX) for AUD 71.4 million on July 7, 2026. under the Austral Resources Australia Ltd proposal, Hammer Metals Limited shareholders would receive total implied consideration of AUD 0.080 per Hammer Metals Limited share in new Austral shares, with the final exchange ratio to be agreed and fixed in any scheme implementation deed entered into between Hammer Metals Limited and Austral Resources Australia Ltd. As at the date of this announcement, the Hammer Board remains committed to, and unanimously recommends, that Hammer shareholders vote in favour of the Larvotto Scheme, in the absence of a Superior Proposal (as defined in the Larvotto SID) and subject to the Independent Expert concluding, and continuing to conclude, that the Larvotto Scheme is in the best interests of Hammer shareholders. Hammer shareholders do not need to take any action at this time and the Hammer Board will continue to keep shareholders and the market informed of developments with respect to the Austral Proposal and the Larvotto Scheme.
The transaction is subject to completion of confirmatory due diligence on Hammer Metals Limited, negotiation and execution of transaction documents, including a scheme implementation deed and a demerger implementation agreement, to include customary deal protections and satisfaction of customary scheme conditions including Hammer Board recommendation (subject to the no superior proposal), Hammer shareholder approval, ASIC, ASX and Court approvals, and an independent expert concluding the Scheme is in the best interests of Hammer shareholders.
Austral Resources Australia Ltd has appointed Euroz Hartleys Limited and Shaw and Partners Limited as its joint financial advisers to the transaction. GLG Legal has been appointed as legal adviser. Announcement • Jun 12
Larvotto Resources Limited (ASX:LRV) entered into a binding Scheme Implementation Deed to acquire Hammer Metals Limited (ASX:HMX) for AUD 54 million. Larvotto Resources Limited (ASX:LRV) entered into a binding Scheme Implementation Deed to acquire Hammer Metals Limited (ASX:HMX) for AUD 54 million on June 11, 2026. The consideration consists of AUD 53.97 million common equity of Larvotto Resources Limited at a ratio of 0.045455 per common equity of Hammer Metals Limited. As part of consideration, AUD 53.97 million is paid towards common equity, AUD 0.42 million is paid towards Performance Rights, and AUD 5462 is paid towards options of Hammer Metals Limited.
The transaction is subject to subject to court approval, approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by target shareholders, third party approval needed and completion of separate transaction. The deal has been unanimously recommended by the board of Hammer Metals Limited. The expected completion of the transaction is in the middle of October 2026.
Argonaut Limited acted as financial advisor for Hammer Metals Limited. Thomson Geer acted as legal advisor for Hammer Metals Limited. Blue Ocean Equities Limited acted as financial advisor for Larvotto Resources Limited. Moelis Australia Advisory Pty Ltd acted as financial advisor for Larvotto Resources Limited. Allion Legal acted as legal advisor for Larvotto Resources Limited. New Risk • May 29
New minor risk - Share price stability The company's share price has been volatile over the past 3 months. It is more volatile than 75% of Australian stocks, typically moving 14% a week. This is considered a minor risk. Share price volatility indicates the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. It also increases the risk of potential losses in the short term as the stock tends to have larger drops in price more frequently than other stocks. Currently, the following risks have been identified for the company: Major Risk Revenue is less than US$1m (AU$264k revenue, or US$189k). Minor Risks Share price has been volatile over the past 3 months (14% average weekly change). Market cap is less than US$100m (AU$38.4m market cap, or US$27.5m). 
