Larvotto Resources (LRV) M&A announcement summary

Deal rationale and strategic fit

• Acquisition creates a district-scale copper and critical minerals platform in Mt Isa, Queensland, combining near-term Hillgrove antimony-gold production with Hammer’s advanced copper and critical minerals portfolio.

• Provides a large, contiguous landholding and exposure to diversified critical minerals including copper, molybdenum, rhenium, antimony, and gold, aligning with strong global demand forecasts.

• Strategic investment by Glencore supports accelerated development and leverages operational synergies from adjacent assets.

• Enlarged group will combine development capabilities, workforce synergies, and strategic partnerships to unlock value from Hammer's portfolio.

• Positions the company as a significant multi-commodity producer with a strong East Coast presence.

Financial terms and conditions

• Transaction valued at AUD 54 million, structured as a Scheme of Arrangement, with Hammer shareholders receiving 1 Larvotto share for every 22 Hammer shares, plus shares in Yandal Gold Co for WA gold assets.

• Placement of AUD 15 million to Glencore at a 15% premium, providing strong financial backing.

• Transaction is all-scrip, allowing Hammer shareholders to benefit from future growth of the enlarged group.

• Enlarged group expected to have a pro forma market capitalisation of approximately AUD 871 million and a strong cash position of approximately AUD 99 million.

• Larvotto to provide Hammer with up to AUD 4 million in unsecured debt financing prior to scheme effectiveness.

Synergies and expected cost savings

• Operational synergies from shared infrastructure, management, and exploration teams across adjacent projects.

• Combined landholding of 4,500 sq km in Mt Isa enables multiple development and exploration pathways and potential for a second production hub.

• Enhanced funding capacity and reduced reliance on future equity market funding for project advancement.

• Access to Larvotto’s technical, operational, and financial expertise to accelerate resource growth and project development.

• Funding from Hillgrove production and Glencore enables aggressive exploration and development without impacting cash flow.