Larvotto Resources (ASX: LRV) to Acquire Hammer Metals (ASX: HMX) in $55M Merger

Key Highlights

• Larvotto Resources to acquire Hammer Metals in a transaction valued at approximately $55 million

• Hammer shareholders to receive Larvotto shares plus exposure to a new SpinCo holding WA gold assets

• Offer represents a 49.2% premium to Hammer’s last closing price

• Glencore commits $15 million investment into Larvotto at a 15% premium

• Combined group strengthens its position across copper, gold, cobalt, antimony and critical minerals

A new chapter is unfolding in Australia’s critical minerals sector, with Larvotto Resources (ASX: LRV) moving to acquire Hammer Metals (ASX: HMX) in a deal that brings together two complementary portfolios across the resource-rich Mt Isa region.

The transaction values Hammer at approximately $55 million, with total consideration rising to around $61.2 million when a planned demerger of Hammer’s Western Australian gold assets is included.

The merger arrives at a time when copper, cobalt, antimony and other strategic minerals are attracting growing attention from governments and industry as supply chains become increasingly important to the global energy transition and defence sectors.

Under the scheme arrangement, Hammer shareholders will receive 0.0455 Larvotto shares for each Hammer share held, along with shares in a newly created SpinCo vehicle that will house Hammer’s Yandal gold assets in Western Australia.

The total implied value of the offer stands at 6.7 cents per Hammer share, representing a 49.2% premium to Hammer’s closing share price on June 3.

The premium rises to 63.6% over Hammer’s 10-day volume weighted average price and 75.9% above its 30-day average.

From explorer to near-term producer

One of the biggest changes for Hammer shareholders is gaining exposure to Larvotto’s Hillgrove Project in New South Wales.

The Hillgrove gold-antimony operation is targeting plant commissioning in August 2026 and is expected to produce an average of 92,000 ounces of gold equivalent annually over an initial eight-year mine life.

In practical terms, the deal shifts Hammer shareholders from owning a pure exploration company to holding a stake in a business preparing to enter production while retaining exposure to exploration upside across Queensland.

Following completion, Hammer shareholders are expected to own approximately 7.3% of the enlarged Larvotto group.

The transaction also creates a larger and more geographically connected landholding across the Mt Isa district, combining Hammer’s copper discoveries with Larvotto’s extensive copper, gold and cobalt tenements.

Glencore backing adds weight

Adding further credibility to the transaction is the involvement of global commodities giant Glencore.

Glencore has agreed to invest $15 million into Larvotto through a conditional placement priced at $1.53 per share, representing a 15% premium to Larvotto’s closing price on June 5.

The investment provides additional capital to support exploration and development activities while signalling confidence in the combined group’s asset base.

The deal also reflects a broader trend across the junior resources sector, where explorers are increasingly looking to merge rather than raise capital in challenging equity markets.

With funding conditions remaining tight for small-cap explorers, consolidation is becoming an attractive pathway to achieve scale, improve liquidity and reduce corporate overheads.

Gold assets spun out for shareholders

Alongside the merger, Hammer’s Western Australian gold projects will be separated into an unlisted company known as Carnegie Exploration Pty Ltd.

The package includes the Bronzewing South, Orelia North and Mt Sefton projects in the Yandal region.

Orelia North already hosts an inferred mineral resource of 54,500 ounces of gold, while SpinCo will begin life with $700,000 in cash as management evaluates future growth and potential listing opportunities.

Hammer Chairman Russell Davis said the transaction delivers both immediate value and future exposure.

“The Scheme delivers an attractive premium, exposure to Larvotto’s exciting critical minerals portfolio and its near-term production profile whilst also allowing shareholders to retain exposure to the upside in Hammer’s Mt Isa copper and critical minerals portfolio.”

“Importantly, the concurrent demerger of the Yandal Assets preserves the value and the exploration upside of these assets solely for Hammer shareholders. Finally, the transaction removes the requirement for a near term Hammer equity raising.”

Stock Price Movement

Shares in Larvotto Resources (ASX: LRV) were trading at $1.215, giving the company a market capitalisation of approximately $630.65 million. The stock has gained 89.85% over the past 12 months, reflecting growing market interest in its Hillgrove gold-antimony project and broader critical minerals strategy.

Source: MarketIndex 

Hammer Metals (ASX: HMX) was trading at $0.056, valuing the company at approximately $45.5 million. The stock has returned 69.70% over the past year.

Source: MarketIndex 

What comes next?

The scheme booklet is expected to be distributed in late August, with Hammer shareholders scheduled to vote on the merger and demerger in late September.

If approved, the transaction is expected to become legally effective in early October, with Larvotto and SpinCo shares distributed to Hammer shareholders shortly thereafter.

For the resources sector, the merger represents more than a corporate transaction. It highlights the growing importance of scale, funding strength and critical minerals exposure as Australia positions itself within global supply chains increasingly focused on energy security and strategic metals.