Evolution Mining has agreed to acquire Carnaby Resources, adding the Greater Duchess copper-gold project to its North West Queensland portfolio and creating a potential new ore source for its Ernest Henry operation.
Evolution Mining has entered into a binding agreement to acquire 100 per cent of Carnaby Resources through a Scheme of Arrangement valued at approximately $213 million.
The transaction will add Carnaby’s Greater Duchess copper-gold project and surrounding exploration tenure to Evolution’s portfolio, strengthening its position in the Cloncurry mining district of North West Queensland.
Located close to Evolution’s Ernest Henry operation, Greater Duchess is expected to provide an additional source of copper-rich ore that could be processed using existing infrastructure and available mill capacity.
Evolution estimates the project could support approximately 10,000 tonnes of additional annual copper production at Ernest Henry, while improving processing utilisation and the operation’s cost profile.
Greater Duchess is an advanced copper-gold development at the pre-feasibility study stage.
Carnaby has reported a Mineral Resource Estimate of 29.2 million tonnes grading 1.3 per cent copper and 0.2 grams per tonne of gold. The project also has an Ore Reserve Estimate of 8.4 million tonnes grading 1.7 per cent copper and 0.3 grams per tonne of gold.
Evolution said the acquisition would allow it to combine Greater Duchess with Ernest Henry’s existing infrastructure and integrate the project into a broader regional life-of-mine plan.
The proposed development would also complement the Bert expansion project currently being delivered at Ernest Henry.
Lawrie Conway, Managing Director and Chief Executive Officer of Evolution Mining, said: “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.”
Following completion of the acquisition, Evolution intends to prepare an updated feasibility study for Greater Duchess while continuing to progress permitting and regulatory approvals.
The study is expected to take between 12 and 18 months and will assess the optimal mining, processing and development strategy for integrating the project with Ernest Henry.
Work will include an updated geological interpretation, the preparation of Evolution Mineral Resource and Ore Reserve statements and the development of an integrated life-of-mine plan.
Evolution will also assess potential mining and processing efficiencies, while further infill, step-out and regional exploration drilling will be used to reduce development risk and potentially increase the Greater Duchess mineral inventory.
The company expects a relatively short ramp-up period between completion of the study and the start of production, although development remains subject to regulatory approvals, permitting and a final investment decision.
Under the terms of the transaction, Carnaby shareholders will receive 0.0682 new Evolution shares for every Carnaby share held.
The consideration implies a value of approximately $0.77 per Carnaby share and represents a 60.4 per cent premium to Carnaby’s closing share price of $0.48 on 24 July 2026.
It also represents a 31.4 per cent premium to Carnaby’s 30-day volume-weighted average price of $0.59.
Following implementation of the scheme, Carnaby shareholders are expected to own approximately 0.9 per cent of Evolution.
The Carnaby board has unanimously recommended that shareholders vote in favour of the transaction, subject to the absence of a superior proposal and the independent expert concluding that the scheme is in shareholders’ best interests.
Carnaby directors, who collectively control approximately 7.3 per cent of the company’s shares, also intend to vote in favour under the same conditions.
Existing tolling and offtake agreements between Carnaby and Glencore will be terminated as part of the proposed transaction.
Evolution said this would support the integration of Greater Duchess into Ernest Henry and enable processing synergies across the combined operation.
Any concentrate produced from Greater Duchess ore will instead be sold to Glencore under Evolution’s existing Ernest Henry offtake arrangements.
Evolution and Glencore have also entered into a separate binding agreement covering the toll treatment of third-party ore through the Ernest Henry processing plant.
The acquisition remains subject to Carnaby shareholder approval, Australian Competition and Consumer Commission merger clearance, court approval and other customary conditions.
The first court hearing is expected in mid-September 2026, followed by the distribution of the scheme booklet later that month.
The shareholder meeting is expected between late October and early November, with implementation targeted for mid-November 2026.
