Carnaby Resources Limited (ASX:CNB) shares surged 57.29% on Monday to close at A$0.755 after Evolution Mining Limited (ASX:EVN) announced a proposed takeover of the copper-gold developer.
The all-share transaction values Carnaby at approximately A$213 million on a fully diluted basis. It gives shareholders a large premium while allowing them to retain exposure to the Greater Duchess project through Evolution shares.
Evolution Offers a 60% Premium
Under the proposed scheme of arrangement, Carnaby Resources shareholders will receive 0.0682 new Evolution shares for every Carnaby share they own.
Based on Evolution’s closing price of A$11.29 on Friday, 24 July, the exchange ratio implied a value of A$0.772 per Carnaby share. That represented a 60.4% premium to Carnaby’s previous closing price of A$0.48.
The offer was also 46.2% above Carnaby’s 15-day volume-weighted average price and 31.4% above its 30-day average.
Carnaby shares finished Monday at A$0.755, slightly below the implied offer value. This gap is common in proposed takeovers because the transaction still requires approval and its final value will change with Evolution’s share price.
Why Evolution Mining Wants Carnaby Resources
The main attraction is Carnaby’s Greater Duchess copper-gold project in Queensland.
Evolution plans to assess how Greater Duchess can be integrated with its Ernest Henry operation. The company believes it can use existing infrastructure and available processing capacity at Ernest Henry to support future copper production growth.
This could reduce the cost and development risk of building Greater Duchess as a stand-alone project. It also gives Evolution access to a larger exploration position in an established copper and gold region.
Carnaby Resources has been working on a feasibility study based on a toll-processing arrangement with Glencore. If the takeover proceeds, those agreements will be terminated. Evolution then intends to complete an updated study focused on processing Greater Duchess ore at Ernest Henry.
Carnaby’s Board Supports the Deal
Carnaby’s board has unanimously recommended that shareholders vote in favour, provided no better proposal emerges and the independent expert continues to conclude that the deal is in shareholders’ best interests.
Carnaby Resources directors, who together hold approximately 7.3% of the company’s issued shares, also intend to support the scheme under the same conditions.
If completed, existing Carnaby shareholders are expected to own approximately 0.9% of Evolution before separate shares connected with the Glencore arrangements are issued.
What Happens Next?
The takeover is not yet final. It requires approval from Carnaby shareholders, the Australian Competition and Consumer Commission and the Court, along with other standard conditions.
Carnaby Resources expects the shareholder meeting to be held between late October and early November 2026. The scheme is currently expected to become effective in mid-November, although the timetable may change.
For investors, Monday’s 57% jump reflects the size of the takeover premium and Evolution’s stronger ability to fund and develop Greater Duchess.
The main risks are that the deal could be delayed or fail to receive approval. Because shareholders are being offered Evolution shares rather than cash, the final value could also rise or fall before completion.
For now, Carnaby’s share price is likely to remain closely linked to Evolution’s share price and the market’s view of whether the takeover will proceed.
