Hammer Metals (ASX:HMX) received an unsolicited, non-binding, and indicative proposal from Austral Resources (ASX:AR1) to acquire 100% of its issued capital by way of scheme of arrangement, implying total consideration of AU$0.087 per Hammer share or about AU$80.7 million in total, according to a Tuesday Australian bourse filing.

The company said the implied consideration comprises AU$0.08 per Hammer share in new Austral shares, with the final exchange ratio to be agreed and fixed in any scheme implementation deed, and AU$0.007 per Hammer share of implied value through shares in SpinCo.

The Austral proposal also contemplates the provision of a working capital facility of up to AU$5 million to Hammer on matching or more favorable terms than the AU$4 million working capital facility provided by Larvotto Resources (ASX:LRV), the filing said.

The Hammer board has determined that the fiduciary exception under the Larvotto scheme implementation deed applies and intends to engage with Austral in relation to the proposal and facilitate proposed mutual due diligence, it added.

Hammer Metals' shares rose almost 23% in recent Tuesday trade and earlier hit their highest since July 2023, while Austral Resources fell nearly 6%.