Carnaby Resources (ASX: CNB) Wins Court Approval for Evolution Mining Takeover as 483,000-Tonne Copper Resource Nears Transfer

Carnaby Resources (ASX: CNB) has secured Supreme Court approval for its acquisition by Evolution Mining (ASX: EVN), bringing a significant Australian copper-gold transaction closer to completion.

The 29 October 2026 decision follows overwhelming shareholder support for the takeover and a substantial expansion of Carnaby's Greater Duchess Mineral Resource in Queensland.

The transaction could strengthen Evolution's copper growth pipeline by adding resources near its existing Ernest Henry copper-gold operation.

However, with the acquisition approaching implementation, the key question is whether Evolution can use its established regional infrastructure to develop Greater Duchess more efficiently than Carnaby could independently.

Key numbers

• 0.0682 Evolution shares: Consideration for each eligible Carnaby share under the approved scheme of arrangement.
• 95.42%: Proportion of votes cast supporting the acquisition at the 26 October scheme meeting.
• 30.8 million tonnes: Greater Duchess Mineral Resource grading 1.3% copper and 0.3g/t gold.
• 482,800 tonnes: Contained copper-equivalent Mineral Resource, following a 10% increase.
• $7.8 million: Carnaby's cash balance at 30 September 2026.

Supreme Court approval clears a major takeover hurdle

The Supreme Court of Western Australia approved the scheme of arrangement on 29 October 2026, removing a major legal condition from Evolution Mining's proposed acquisition.

The approval follows strong shareholder support at Carnaby's scheme meeting on 26 October, when approximately 95.42% of votes cast supported the transaction.

Under the agreement, eligible Carnaby shareholders will receive 0.0682 new Evolution shares for each Carnaby share held on the scheme record date.

This all-share structure allows participating shareholders to retain indirect exposure to Carnaby's copper-gold portfolio through Evolution's broader mining business.

However, ineligible foreign shareholders and certain small-parcel shareholders will receive cash proceeds through a sale facility rather than directly receiving Evolution shares.

Carnaby expects to lodge the court orders with the Australian Securities and Investments Commission on 30 October, when the scheme is scheduled to become effective.

The last day of trading in Carnaby shares is also expected to be 30 October.

The scheme record date is scheduled for 3 November, with implementation expected on 10 November 2026.

Carnaby's ASX delisting is anticipated on 11 November.

Importantly, court approval does not itself complete the acquisition.

The transaction remains subject to the remaining procedural steps before ownership transfers.

Greater Duchess adds substantial copper exposure

Evolution's strategic interest centres on the Greater Duchess Copper-Gold Project near Mount Isa in Queensland.

Carnaby's updated Mineral Resource estimate totals approximately 30.8 million tonnes grading 1.3% copper and 0.3 grams per tonne gold.

The resource contains approximately 415,000 tonnes of copper and 258,700 ounces of gold.

On a copper-equivalent basis, the mineral inventory totals 482,800 tonnes, representing a 10% increase following recent resource updates.

These figures demonstrate a substantial mineral endowment in an established Australian copper-producing region.

However, Mineral Resources should not be confused with economically recoverable Ore Reserves.

Greater Duchess also contains a Probable Ore Reserve of approximately 8.4 million tonnes grading 1.9% copper equivalent.

The reserve provides a more advanced geological and economic foundation for development planning.

Nevertheless, commercial production will still require appropriate processing arrangements, capital investment, infrastructure and operational execution.

For Evolution, the acquisition offers the opportunity to expand its copper growth portfolio while strengthening its operational presence around Mount Isa.

Ernest Henry integration could change the development strategy

One of the most important aspects of the acquisition is Evolution's existing ownership of the Ernest Henry copper-gold operation.

Ernest Henry is located in the broader Mount Isa region and provides established mining and processing infrastructure.

Under Carnaby's previous development strategy, Greater Duchess was expected to rely on processing and offtake arrangements involving Glencore.

However, the takeover introduces a potentially different operating model.

Evolution intends to investigate the possibility of processing Greater Duchess ore through Ernest Henry's existing infrastructure.

This could reduce the need for certain standalone development facilities and create opportunities to optimise regional mining operations.

The transaction arrangements also provide for the termination of Carnaby's existing Glencore tolling and offtake agreements if the scheme proceeds.

Glencore is expected to receive approximately 28.6 million new Carnaby shares as consideration under the relevant arrangements.

The associated subscription is scheduled for completion on 2 November 2026.

These changes could provide Evolution with greater flexibility to determine how Greater Duchess is developed and integrated.

However, the potential benefits remain subject to technical and financial assessment.

Processing capacity, ore compatibility, transport requirements, capital expenditure and mine sequencing will ultimately determine whether Ernest Henry provides an economically attractive development pathway.

Trekelano resource expansion strengthens the project pipeline

Carnaby's September quarterly update highlighted substantial growth in the Trekelano mineral inventory.

The Trekelano Mineral Resource increased 47% to approximately 7.1 million tonnes grading 1.8% copper equivalent.

That represents approximately 132,000 tonnes of contained copper-equivalent metal.

The Trek 1 underground resource also reached approximately one million tonnes grading 3.5% copper equivalent.

However, approximately 86% of Trek 1's resource is classified as Inferred, indicating that further drilling is required to improve geological confidence.

These resources provide additional flexibility for future development planning.

For Evolution, Trekelano could become an important component of a broader regional copper production strategy.

Its potential contribution will depend on detailed mine planning, metallurgical performance, processing costs and transport economics.

The resource expansion improves geological scale, but further technical work is needed to demonstrate commercially attractive returns.

Financial losses highlight the value of a larger mining partner

Carnaby's FY2026 financial results demonstrate the capital demands of advancing a development-stage copper-gold portfolio.

The company's statutory net loss widened from approximately $7.39 million in FY2025 to $9.53 million in FY2026.

Operating cash outflows increased from approximately $8.17 million to $9.51 million, reflecting substantial exploration and development expenditure.

Cash and cash equivalents stood at approximately $9.39 million on 30 June before declining to $7.8 million by 30 September.

Without established commercial mining revenue, Carnaby would have remained dependent on existing cash reserves, potential capital raisings and future financing arrangements to advance its projects.

The acquisition changes that outlook by placing Greater Duchess within a substantially larger operating mining company.

Evolution has established production assets, technical expertise and access to financial resources that may support a more integrated development strategy.

However, greater financial capacity does not automatically guarantee attractive project returns.

Evolution must still establish credible capital requirements, processing arrangements and production economics.

Traditional earnings multiples are unsuitable for assessing Carnaby's standalone exploration and development operations.

Mineral Resources, Ore Reserves, development expenditure and potential future project cash flows provide more relevant measures of underlying asset value.

Insight: Ernest Henry integration could unlock more value than resource expansion alone

What stands out to us is Evolution Mining's opportunity to integrate Greater Duchess into its established Mount Isa copper-gold operations rather than develop the project through Carnaby's original standalone processing strategy.

Greater Duchess contains approximately 482,800 tonnes of copper-equivalent Mineral Resources, including 415,000 tonnes of copper and 258,700 ounces of gold.

However, the transaction's potential value extends beyond geological scale.

Evolution intends to assess processing Greater Duchess ore through its Ernest Henry infrastructure, while existing Glencore tolling and offtake agreements are expected to be terminated under the scheme arrangements.

We believe this could provide opportunities to reduce development complexity and improve capital efficiency, although those benefits remain dependent on technical studies, processing capacity and transport economics.

The market may be overlooking the importance of integrating Greater Duchess into an established regional operating model rather than simply adding its resources to Evolution's portfolio.

Our assessment would strengthen if Evolution demonstrated a credible development plan incorporating attractive capital requirements, processing arrangements and sustainable copper production margins.

The verdict: Court-approved acquisition shifts focus to copper development economics

Carnaby's court-approved acquisition represents a significant transition from independent exploration and development company towards integration within Evolution Mining's copper-gold portfolio.

The transaction has received strong shareholder support and cleared a major legal hurdle, with implementation scheduled for 10 November 2026.

Greater Duchess provides Evolution with an expanded copper-gold resource base, supported by established Ore Reserves and additional development potential at Trekelano.

The proposed termination of existing Glencore arrangements and potential use of Ernest Henry infrastructure could materially influence the project's future economics.

However, meaningful value creation will depend on processing feasibility, capital efficiency, mine planning and disciplined investment decisions.

The acquisition itself does not establish a definitive development timetable or guarantee future production.

Following implementation, investors should monitor Evolution's technical assessment of Greater Duchess, particularly its intended processing strategy and potential integration with Ernest Henry.

Further resource conversion, engineering studies and capital expenditure estimates will also be important.

For Carnaby shareholders receiving Evolution shares, the transaction provides continued exposure to Greater Duchess alongside Evolution's existing mining operations.

For Evolution investors, the acquisition represents an opportunity to strengthen the company's long-term copper growth pipeline.

The decisive challenge is converting Carnaby's substantial mineral inventory into economically attractive production while making effective use of Evolution's established regional infrastructure.