What Does the Evolution Mining Scheme Mean for Carnaby Resources (ASX:CNB) Shareholders?

Sonal Goyal

03 November 2026 11:57 PM AEDT

What Does the Evolution Mining Scheme Mean for Carnaby Resources (ASX:CNB) Shareholders?

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Key Highlights

Carnaby shareholders approved the proposed scheme of arrangement with Evolution Mining Limited (ASX:EVN) at the Scheme Meeting held on 26 October 2026.
The scheme consideration is 0.0682 new Evolution Mining shares per Carnaby share; court approval was scheduled for 29 October 2026, with implementation targeted for 10 November 2026.
The Greater Duchess Mineral Resource was updated to 30.8Mt at 1.6% CuEq for 482,800 CuEq tonnes, a 10% increase in total mineral resources, ahead of the scheme.
The Trekelano deposit saw a 47% increase in mineral resources to 7.1Mt at 1.8% CuEq, including a new Trek 1 Underground Resource of 1.0Mt at 3.5% CuEq.

Carnaby Resources Limited (ASX:CNB) reached a decisive milestone in its proposed corporate transaction with Evolution Mining Limited (ASX:EVN) during the September 2026 quarter and the days immediately following. Carnaby shareholders approved the scheme of arrangement at the Scheme Meeting held on 26 October 2026, with the required majorities voting in favour. The next step is court approval at the second court hearing scheduled for 29 October 2026.

If the court approves the scheme and all remaining conditions precedent are satisfied, Carnaby intends to lodge court orders with the Australian Securities and Investments Commission on 30 October 2026, triggering the scheme's effectiveness. Carnaby shares are expected to be suspended from trading from the close of trade on 30 October 2026, with the Record Date for determining entitlements set for 4:00pm (AWST) on 3 November 2026 and implementation expected on 10 November 2026. Carnaby is expected to be Delisted from the ASX on 11 November 2026.

Scheme Terms

Under the scheme of arrangement, Carnaby shareholders will receive 0.0682 new Evolution Mining shares for each Carnaby share held on the record date. Ineligible foreign shareholders and non-electing small parcel shareholders will not receive Evolution shares directly; instead, a sale agent will sell the shares to which they would otherwise be entitled and distribute the cash proceeds. An Independent Expert's Report prepared by BDO Corporate Finance Australia was included in the Scheme Booklet released on 21 September 2026.

Binding tolling and offtake agreements signed with Glencore International AG underpinned the commercial attractiveness of the Greater Duchess Copper Gold Project and provided a key pillar of the transaction rationale. Completion of the Glencore subscription is expected on 2 November 2026, ahead of the record date.

Greater Duchess Mineral Resource Update

Ahead of the scheme's completion, Carnaby delivered a meaningful update to the Greater Duchess Copper Gold Project's Mineral Resource Estimate. Total inventory reached 30.8 million tonnes at 1.3% Cu, 0.3g/t Au and 1.6% CuEq for 482,800 CuEq tonnes, representing a 10% increase from the previous estimate. The project is located in the Mount Isa Inlier of Queensland and encompasses multiple iron oxide copper gold (IOCG) deposits, including Mount Hope Central, Trekelano, Nil Desperandum and Lady Fanny.

The Trekelano deposit recorded a 47% increase in mineral resources to 7.1Mt at 1.8% CuEq for 132,000 CuEq tonnes. A new high-grade Trek 1 Underground Mineral Resource Estimate of 1.0Mt at 3.5% CuEq — which is 2.9% Cu and 0.7g/t Au — was established, with 86% classified as Inferred. Trek 2 saw an 18% increase to 1.2Mt at 1.2% CuEq. An Ore Reserve of 8.4Mt at 1.9% CuEq for 164,000 CuEq tonnes has already been established across the project.

Mount Hope Central Drilling

Additional RC drilling at Mount Hope Central returned further results from the Miniboom discovery, intersecting the lode located on the edge of the Mount Hope Central Ore Reserve open pit. Hole MHRC302 returned 20m (true width approximately 10m) at 0.6% CuEq from 1m and 12m (true width approximately 6m) at 2.3% CuEq from 28m, including 5m (true width approximately 3m) at 4.1% CuEq from 31m. These results demonstrate the continuity of mineralisation around the existing ore reserve.

Sector Context

The Greater Duchess project sits within the Mount Isa Inlier, one of Australia's premier copper-gold geological provinces, and carries the hallmarks of IOCG mineralisation — a deposit type that has attracted sustained institutional interest globally given its typically large tonnages and multi-commodity Revenue streams. Copper Demand fundamentals remain supportive given the metal's central role in electrification infrastructure.

Risks

The primary residual risk for existing Carnaby shareholders is the completion risk associated with the scheme itself — specifically, whether the court approves the arrangement at the scheduled 29 October 2026 hearing and whether all remaining conditions precedent are satisfied. Evolution Mining's share price at implementation will determine the effective value of the scheme consideration, introducing Market Risk between the Shareholder vote and the record date. The legal proceedings with Drake Private Investments LLC, following an unsuccessful mediation in July 2026, remain unresolved and represent a contingent liability.

What to Watch Next

The critical near-term dates are the second court hearing on 29 October 2026 and the lodgement of court orders on 30 October 2026 that will make the scheme effective. Shareholders who receive Evolution Mining shares will then hold exposure to a diversified mid-tier gold producer. The Glencore subscription completion on 2 November 2026 and the commencement of deferred-settlement trading in new Evolution shares on 2 November 2026 are also key milestones.

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