Evolution to Acquire Carnaby Resources for ~$213 Million

Evolution Mining Limited announced it has entered into a binding Scheme Implementation Deed to acquire 100% of Carnaby Resources (ASX: CNB) by way of a Scheme of Arrangement. Under the Scheme, Carnaby shareholders will receive 0.0682 new Evolution shares for each Carnaby share held, implying an offer price of $0.77 per share and valuing Carnaby at approximately $213 million. The consideration represents a 60.4% premium to Carnaby's closing price of $0.48 on 24 July 2026 and a 31.4% premium to its 30-day volume weighted average price of $0.59. The Carnaby Board has unanimously recommended the Scheme in the absence of a superior proposal and subject to the Independent Expert concluding it is in the best interests of Carnaby shareholders.

The acquisition incorporates the advanced copper-rich Greater Duchess Project, located near Evolution's Ernest Henry Operations in the Cloncurry region of North West Queensland, with potential to deliver approximately 10ktpa of additional copper production by leveraging existing infrastructure and latent mill capacity. Greater Duchess is at Pre-Feasibility Study stage, with a Mineral Resource Estimate of 29.2Mt at 1.3% copper and 0.2g/t gold and an Ore Reserve Estimate of 8.4Mt at 1.7% copper and 0.3g/t gold. Evolution intends to undertake an updated Feasibility Study expected to be completed in the next 12-18 months. Existing Carnaby-Glencore tolling and offtake agreements will be terminated. The indicative timetable targets an implementation date of mid November 2026, subject to Carnaby shareholder approval, ACCC merger clearance and court approval.