On 8 October 2026, Hammer Metals Limited (ASX:HMX) announced that the Australian Securities and Investments Commission (ASIC) has formally granted it an extension of time to hold its Annual General Meeting (AGM) for the year ended 30 June 2026. The new deadline is 31 January 2027, extended from 30 November 2026.

The ASIC extension and its basis

The extension was granted under section 250P of the Corporations Act 2001 (Cth). Hammer said it sought the extension to defer the 2026 AGM until after the outcome of the proposed scheme of arrangement under which Austral Resources Australia Ltd (ASX:AR1) would acquire all of the Issued Shares in Hammer.

If the scheme is implemented in line with the current indicative timetable on or around 25 November 2026, and in any event no later than 31 January 2027, Hammer will become a Wholly Owned Subsidiary of Austral and will not be required to hold the 2026 AGM.

Scheme Booklet dispatched

The announcement refers to a Scheme Booklet dated 2 October 2026, which was dispatched to Hammer shareholders on Thursday, 8 October 2026 and is available on the company’s website. The release also refers to a Demerger in connection with the scheme, and capitalised terms are defined in the booklet.

Shareholders are directed to read the booklet in its entirety before deciding how to vote, and an information line is provided for questions.

Board recommendation and disclosed interests

The Hammer Metals Board unanimously recommends that shareholders vote in favour of the scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the scheme is in the best interests of shareholders. Each director intends to vote, or procure the voting of, any shares in which they have a relevant interest in favour, subject to the same qualifications.

A footnote states that directors will receive certain benefits in connection with the scheme, which are described in Section 3.12 of the Scheme Booklet.

Sector backdrop

Schemes of arrangement are a common route for one ASX-listed company to acquire another. They typically require approval by a 75% majority of votes cast and a majority by number of shareholders voting, followed by court approval, and an independent expert’s report is usually included in the booklet.

Annual general meetings are generally required within five months of financial year end. Companies subject to a pending scheme sometimes seek relief from ASIC where holding an AGM would be duplicative if the scheme proceeds.

Risks shareholders should weigh

The scheme has not yet been approved. If it does not proceed, Hammer will remain a listed company and will need to hold its AGM by 31 January 2027, and the outcome for shareholders will differ from the scheme scenario.

The Board’s recommendation is conditional on there being no Superior Proposal and on the Independent Expert continuing to conclude the scheme is in shareholders’ best interests. The release also notes that directors will receive certain benefits in connection with the scheme.

The timetable is indicative, with implementation expected on or around 25 November 2026. A delay could push implementation toward the extended AGM deadline. The announcement does not give the scheme consideration, which is in the Scheme Booklet.

What’s next

Shareholders have received the Scheme Booklet and may wish to read it in full, including the Independent Expert’s report and Section 3.12. If the scheme is implemented on or around 25 November 2026, Hammer will become a wholly owned subsidiary of Austral. Otherwise, the AGM must be held by 31 January 2027.