Evolution Mining has announced a binding agreement to acquire 100 percent of Carnaby Resources through a scheme of arrangement, with Carnaby shareholders to receive 0.0682 Evolution shares per share held, valuing Carnaby at A$0.772 per share. This represents a fully diluted equity value of approximately A$213 million and delivers a substantial premium to recent trading levels. Carnaby shareholders receive a 60.4 percent premium to the last closing price of A$0.48 and a 46.2 percent premium to the 15-day volume-weighted average price of A$0.53.
The acquisition price reflects a significant uplift that the Carnaby board has deemed attractive for shareholders. The board unanimously recommends the scheme, with independent directors collectively holding approximately 7.3 percent of issued shares and confirming their intention to vote in favor. The premium secured through this transaction compares favorably to Carnaby’s 30-day volume-weighted average price of A$0.59, representing a 31.4 percent uplift that rewards shareholders for supporting the combination.
For Carnaby shareholders, the transaction offers multiple strategic advantages beyond the immediate price premium. The deal de-risks the development and funding of the Greater Duchess Copper Gold Project through Evolution’s established expertise and strong balance sheet. Shareholders retain exposure to future dividends under Evolution’s dividend policy and gain access to Evolution’s world-class gold and copper portfolio. Importantly, Carnaby shareholders preserve the opportunity to participate in potential future upside from the Greater Duchess project, including synergies from ore processing at Evolution’s Ernest Henry operation.
The Greater Duchess project represents the core value driver for Carnaby, with a mineral resource estimate of 29 million tonnes at 1.5 percent copper equivalent for 441,000 tonnes of copper equivalent. The probable ore reserve sits at 8.4 million tonnes at 1.9 percent copper equivalent. Evolution’s interest in combining these resources with its existing operations reflects the potential value creation from operational synergies and the reduction in development risk through integration into a larger, established mining company.
Investors should monitor the progression toward the scheme meeting, where shareholders will vote on the proposal, and the independent expert’s assessment of whether the transaction represents a fair deal for Carnaby shareholders. The completion timeline and any regulatory conditions precedent will also warrant attention as the transaction advances. This announcement has been flagged as price sensitive by the ASX and constitutes a material disclosure for investors.
View the full ASX announcement (PDF)
About Evolution Mining Limited (ASX: EVN)
Evolution Mining Limited is an Australia-based gold mining company that engages in the exploration, mine development, operation, and sale of gold and gold-copper concentrates. The company operates six mines located in Australia and Canada, including assets in New South Wales, Queensland, Western Australia, and Ontario. It also explores for copper and silver deposits.
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