Dallas-based critical minerals miner and processor United States Antimony Corporation (USAC) has announced a non-binding offer to acquire Australia’s Larvotto Resources, in a deal that could establish one of the biggest antimony producers outside China.

The company said on Sunday it had submitted a confidential, indicative proposal to buy 100% of Larvotto’s shares through a scheme of arrangement under Australian law.

Under the proposed terms, Larvotto shareholders would receive six USAC shares for every 100 Larvotto shares – an exchange ratio that USAC said represents a “significant premium” to Larvotto’s July equity raising and recent trading levels.

In a corresponding statement, Larvotto confirmed it had received the nonbinding, conditional offer after market close on October 17, valuing its shares at A$1.40 each based on USAC’s five-day volume weighted average price up to October 16. The indicative offer would be implemented via a scheme of arrangement.

Larvotto said its board has appointed Barrenjoey Capital Partners and Allion Partners as financial and legal advisers respectively to assist in assessing the proposal. “The board will carefully consider the indicative offer and provide shareholders with their advice in due course,” it said.

The company also noted that “there is no certainty that the indicative offer will ultimately result in a binding proposal that the board of Larvotto is willing to recommend to its shareholders.”

Under the proposed terms, Larvotto shareholders would receive six UAC shares for every 100 Larvotto shares – a ratio that represents what the company described as a “significant premium” to Larvotto’s July equity raising and recent trading levels.

The offer remains subject to the negotiation of a binding agreement, regulatory and shareholder approvals, and other customary conditions.

USAC, which trades on the NYSE American and NYSE Texas exchanges, said it had already built a roughly 10% stake in Larvotto through open-market purchases.

“Our proposal to combine with Larvotto reflects our deep commitment to build a world-class industry player in the critical minerals space and our strong conviction in the strategic and cultural fit between the two organisations as well as our countries,” said chairperson and CEO Gary Evans.

“We see this as a compelling opportunity for Larvotto shareholders to participate in the upside of a larger, more diversified group – one with financial strength, global reach, and top tier technical capabilities. We look forward to working constructively with the Larvotto board to progress this transaction in the best interests of all shareholders for both companies.”

Larvotto, listed on the ASX, holds assets in antimony, cobalt and tungsten – metals that, like antimony, are increasingly in demand for energy transition and defence applications.