Evolution Mining (ASX: EVN) to Acquire Carnaby Resources (ASX: CNB) in $213M Copper Expansion Near Ernest Henry

Evolution Mining (ASX: EVN) is expanding its copper footprint in Queensland, agreeing to acquire Carnaby Resources (ASX: CNB) in a $213 million all-scrip transaction that strengthens its position in one of Australia’s most productive copper and gold districts.

Under the binding Scheme Implementation Deed announced on Monday, Carnaby shareholders will receive 0.0682 Evolution shares for each Carnaby share, implying a value of $0.77 per share based on Evolution’s closing price before the announcement.

Live stock data: source Tradingview

The offer represents a 60.4% premium to Carnaby’s previous closing price of $0.48 and a 31.4% premium to its 30-day volume weighted average price, helping send Carnaby shares up more than 60% to $0.77 in morning trade.

Live stock data: source Tradingview

Rather than acquiring a standalone development project, Evolution is targeting an asset that sits just kilometres from its existing Ernest Henry operation near Cloncurry in north-west Queensland.

Carnaby’s Greater Duchess copper-gold project could potentially supply ore to Ernest Henry’s existing processing plant, allowing Evolution to utilise spare mill capacity and existing infrastructure rather than building an entirely new processing facility. The company believes the project could contribute around 10,000 tonnes of additional copper production annually, complementing the ongoing expansion of its Ernest Henry “Bert” project.

The acquisition also fits a broader trend across the global mining industry. Large gold producers have increasingly sought exposure to copper as demand is expected to grow alongside electrification, renewable energy infrastructure and electric vehicles. According to the International Energy Agency, global copper demand is projected to rise significantly over coming decades as countries accelerate the energy transition, making high-quality copper assets increasingly strategic.

Carnaby’s Greater Duchess project has already progressed beyond early exploration. A Pre-Feasibility Study released in March 2026 outlined a proposed 12-year mining operation based on 9.3 million tonnes grading 1.9% copper equivalent, providing Evolution with a project that already has defined development studies in place.

For Carnaby shareholders, the consideration comes entirely in Evolution shares rather than cash. While that means shareholders gain exposure to a larger, diversified gold and copper producer with an established dividend policy, the final value of the transaction will continue to fluctuate with Evolution’s share price until completion.

Following implementation, Carnaby shareholders are expected to own approximately 0.9% of the enlarged Evolution Mining group.

As part of the transaction, Carnaby’s existing toll treatment and offtake arrangements with Glencore will be terminated. Evolution has negotiated its own concentrate agreement with Glencore, allowing the Greater Duchess project to be integrated into its broader operating strategy.

Evolution Mining Managing Director and Chief Executive Officer Lawrie Conway said the acquisition strengthens the company’s long-term regional strategy.

“The acquisition of Carnaby represents an exciting opportunity to add the Greater Duchess project to our portfolio and further consolidate our position in the highly prospective Cloncurry region. The close proximity of Greater Duchess provides an opportunity to increase copper production at Ernest Henry, utilising latent mill capacity and existing infrastructure. The combination of Ernest Henry’s Bert project and Greater Duchess enhances our ability to continue to maximise production and growth at Ernest Henry.

“Combining Carnaby’s Greater Duchess and prospective tenement package, together with Evolution’s established operating presence in North West Queensland provides regional consolidation and has the potential to unlock value for both Carnaby and Evolution shareholders.

“Under our ownership, we will be able to best optimise and integrate Greater Duchess within our long-life Ernest Henry operations and take full advantage of the additional regional exploration potential.”

The Carnaby board has unanimously recommended the proposal, subject to the absence of a superior offer and an independent expert concluding the transaction is in shareholders’ best interests. Directors, who collectively control approximately 7.3% of Carnaby shares, have also committed to vote in favour under the same conditions.

The transaction is expected to complete around mid-November 2026, although it remains subject to shareholder approval, Australian Competition and Consumer Commission clearance, court approval and other customary conditions.

For Evolution, the acquisition represents a relatively low-capital pathway to expanding copper production by leveraging infrastructure already in place. For Carnaby shareholders, the immediate premium is attractive, but the ultimate value will depend on Evolution’s share price as the deal progresses through the approval process.

Sources: Evolution Mining and Carnaby Resources Scheme Implementation Deed (27 July 2026); Carnaby Resources Pre-Feasibility Study (March 2026); International Energy Agency.