Larvotto Resources Limited (ASX:LRV) entered into a legally binding term sheet to acquire Hillgrove Mines Pty Ltd. from Red River Resources Limited for AUD 8 million on October 17, 2023. The acquisition will be funded by share issue of AUD 7.6 million including a placement of AUD 4.9 million and a further issue of shares to Trafigura to the value of AUD 2.5 million and fully underwritten non-renounceable rights issue to eligible shareholders of AUD 2.7 million on a 1 for 2 basis at AUD 0.07 per share. Settlement under the placement is subject to shareholder approval at a forthcoming extraordinary general meeting of the Larvotto?s shareholders, currently scheduled to occur on November 20, 2023.

If shareholder approval is not obtained at the meeting, Larvotto will not proceed with the acquisition and will return the proceeds of any subscriptions raised under the entitlement offer and the placement. The acquisition is conditional upon Larvotto providing a deed of company arrangement initiation notice to the administrators and the administrators accepting (acting reasonably) that Larvotto has access to sufficient funds to pay, the creditors of Hillgrove Mines passing a resolution to accept the deed of company arrangement and deed of company arrangement being executed by Larvotto, Hillgrove Mines and the administrators, Larvotto completing a capital raise of not less than the cash component, funds in the amount equal to or greater than the cash component are available to Larvotto by November 24, 2023, the tenements held by Hillgrove Mines that comprise the Hillgrove Project are in good standing without any adverse notices or applications, Hillgrove Mines holds good title to all of its assets, free from encumbrances, all Hillgrove Mines employees as at the execution of the Term Sheet will remain employed, the sale and transfer documents are executed by all relevant parties, Larvotto has received all government approvals and consents under the Mining Act 1992, no material changes to Hillgrove Mines? assets, Larvotto nominating new directors and providing director ID numbers and the creditors' trust deed being executed by all relevant parties.

The acquisition is expected to close in the fourth quarter of 2023. Allion Legal acted as the legal advisor to Larvotto Resources Limited (ASX:LRV).