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Carnaby Resources Limited (ASX:CNB)

ALERT: Price-sensitive ASX Announcement for CNB
Current share price for CNB : $0.790 -0.13 (-14.13%)+
Announcement
Release
21 Sep 2026 5:39PM
Price at Release
$0.920
Full Release
download
Summary
Carnaby Resources Limited announced that its Scheme Booklet for the proposed acquisition by Evolution Mining Limited of all Carnaby shares not already held by Evolution has been registered with ASIC, with the transaction to proceed by scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth); based on the first 60 pages of the document, Carnaby shareholders are being asked to vote on receiving 0.0682 new Evolution shares for each Carnaby share held at the record date, implying about A$0.77 per share at 24 July 2026 and about A$0.905 per share at 16 September 2026, with the booklet stating the Independent Expert, BDO Corporate Finance Australia Pty Ltd, concluded the Scheme is fair and reasonable and therefore in the best interests of Carnaby shareholders in the absence of a superior proposal, and the Carnaby Board unanimously recommends voting in favour subject to no superior proposal emerging and the Independent Expert maintaining that conclusion; the booklet outlines the Scheme Meeting for 26 October 2026 in Perth, key implementation dates through 11 November 2026, Evolution’s waiver of the ACCC condition, treatment of ineligible foreign and small parcel shareholders through a sale facility, cancellation of Carnaby options for cash, Glencore arrangements to terminate existing tolling and offtake agreements via a A$22 million subscription and set-off structure, extensive information on Carnaby’s Greater Duchess Copper-Gold Project and other exploration assets, Evolution’s operating gold and copper portfolio, the merged group profile, major risks, tax implications relevant to Australian holders including potential CGT scrip-for-scrip rollover relief, and the Independent Expert’s valuation work showing a Carnaby share value range of A$0.679 to A$0.992 before the Scheme versus Scheme consideration value of A$0.853 to A$1.057.
Key Points
  • Scheme Booklet registered with ASIC on 21 September 2026 for Evolution Mining’s proposed acquisition of Carnaby by scheme of arrangement.
  • Carnaby shareholders are offered 0.0682 new Evolution shares for each Carnaby share held on the record date.
  • The implied Scheme value was about A$0.77 per Carnaby share at 24 July 2026 and about A$0.905 per share at 16 September 2026.
  • The Independent Expert concluded the Scheme is fair and reasonable and therefore in the best interests of Carnaby shareholders in the absence of a superior proposal.
  • The Carnaby Board unanimously recommends shareholders vote in favour of the Scheme, subject to no superior proposal and the Independent Expert maintaining its conclusion.
  • The Scheme Meeting is scheduled for 11:00am AWST on 26 October 2026 in Perth.
  • Evolution is excluded from voting on the Scheme and already holds about 13.7% of Carnaby shares.
  • Evolution waived the ACCC clearance condition.
  • If implemented, Carnaby will become a wholly owned subsidiary of Evolution and Carnaby will be delisted from ASX.
  • The booklet highlights Greater Duchess as Carnaby’s flagship copper-gold development asset in Queensland.
  • The Board considered the Scheme attractive because it reduces development and funding risks for the Greater Duchess Project and gives shareholders exposure to a larger diversified gold and copper producer.
  • Small parcel shareholders and ineligible foreign shareholders may have their entitlement sold through a sale facility instead of receiving shares directly.
  • Carnaby options on issue are intended to be cancelled for cash consideration under option cancellation deeds if the Scheme becomes effective.
  • Glencore’s existing tolling and offtake agreements are to be terminated through a A$22 million set-off and share subscription arrangement that only proceeds if the Scheme becomes effective.
  • Key dates in the booklet include the Second Court Date on 29 October 2026, Effective Date on 30 October 2026, Record Date on 3 November 2026, Implementation Date on 10 November 2026 and Carnaby delisting on 11 November 2026.
  • The booklet includes tax commentary noting that eligible Australian resident Carnaby shareholders receiving Evolution shares may be eligible for CGT scrip-for-scrip rollover relief.
  • The Independent Expert valued a Carnaby share before the Scheme at A$0.679 to A$0.992 and valued the Scheme consideration at A$0.853 to A$1.057.
IMPORTANT NOTE: This information is autogenerated and has not been reviewed for accuracy or completeness. You should refer to the full announcement here for further information.