Takeover - ASX:EVN
Carnaby scheme booklet registered with ASIC; Evolution scheme vote was set for 26 October 2026
Carnaby Resources has registered its scheme booklet for Evolution Mining's proposed acquisition, under which Carnaby holders would receive 0.0682 new Evolution shares per Carnaby share. The board unanimously recommends a yes vote in the absence of a superior proposal, and BDO Corporate Finance concludes the scheme is fair and reasonable. The Scheme Meeting (26 October 2026) and Second Court Hearing (29 October 2026) are both before today, 15 November 2026, so the outcome is not in this document and should be checked on the ASX.
(price sensitive) - Evolution Mining announced: "CNB: Scheme Booklet registered with ASIC" (425 pages - DrillScore read the first 200) - read the original
What investors must know
- Evolution offers 0.0682 new Evolution shares per Carnaby share. The booklet puts that at about A$0.77 at 24 July 2026 (a 60.4% premium to the A$0.48 undisturbed price) and about A$0.905 at 16 September 2026 (an 88.5% premium), when Evolution closed at A$13.27.
- BDO Corporate Finance concludes the scheme is fair and reasonable. Its preferred value is A$0.955 for the Scheme Consideration (minority basis) against A$0.830 for a Carnaby share on a controlling, diluted basis, with ranges of A$0.853-1.057 and A$0.679-0.992.
- The Scheme Resolution needs more than 50% of Carnaby shareholders present and voting by number, and at least 75% of votes cast. Evolution, which holds 37,878,788 Carnaby shares (about 13.7%), is excluded from voting.
- Carnaby had A$9.39m of cash at 30 June 2026 and says it would need more funding, possibly dilutive equity, if the scheme does not proceed. Its feasibility study for Greater Duchess has been deferred.
- Glencore's tolling and offtake agreements are terminated for A$22m, settled by issuing 28,572,245 Carnaby shares to Glencore before the record date. Glencore would then hold about 12.9% of Carnaby on an undiluted basis.
- A reimbursement fee of A$2,134,412 (about 1% of fully diluted equity value) is payable by Carnaby in listed circumstances, and an equal reverse fee by Evolution. Carnaby expects external transaction costs of about A$5.4m if the scheme is implemented and about A$1.1m if not.
Money: can they follow it up?
- Period ending
- 2026-06-30
- Cash
- $9.4m
- Shares on issue
- 276.1m
- Options, rights & convertibles
- 5.5m
- Guidance
- Carnaby has no production. The booklet quotes Evolution's FY27 guidance (660-730koz gold, 63-70kt copper, AISC A$1,795-1,995/oz), which relates to Evolution, not Carnaby.
Cash of A$9.39m is the 30 June 2026 balance (A$9,391,670), with A$1.4m of restricted term deposits held separately. The booklet gives no quarterly cash flow, Appendix 5B or quarterly burn, so funding runway cannot be calculated from this document. FY26 project exploration and evaluation expense was A$8.87m (annual, not quarterly) and is not entered as a quarterly figure. The A$22m Glencore termination offset is a non-cash share issue, and option cancellation costs A$835,000.
Appendix 5B explained - why runway predicts raisings - every company's runway
Resource / reserve
- Tonnes
- 30.8 Mt
- Grade
- 1.60 % CuEq
- Contained metal
- 482.80 kt CuEq
- What changed
- Greater Duchess total inventory (24 August 2026 update, reported before this booklet): 30.8Mt at 1.3% Cu, 0.3g/t Au and 1.6% CuEq, with 17.6Mt Indicated and 13.2Mt Inferred. The Ore Reserve (16 March 2026) is 8.4Mt at 1.7% Cu, 0.3g/t Au (1.9% CuEq), Probable only, with no Proved reserve.
How the price reacted
News signal positive, and on day 1 the stock moved +0.6% against the gold index (XGD). After 20 trading days: -3.9% against the XGD.
From the last close before the market could trade on it ($13.55 on 21 Sep 2026), with day-1 volume 0.6x the 20-day average.
EVN's past price-sensitive news
After 9 earlier announcements, EVN rose on day 1 4 times and fell 5 times - an average move of -1.2%.
DrillScore has no recorded share price reactions for Carnaby. From the booklet's own chart, Carnaby rose from A$0.48 on 24 July 2026 to a closing high of A$1.04 on 26 August 2026, then eased to A$0.89 on 16 September 2026, so the stock traded above the scheme's implied value on some days. This describes past trading only and says nothing about future prices.
Past reactions describe what happened, not what will. How prices react to results
The historical pattern
What share prices did after past results like this one, from DrillScore's own records. It describes the past: it isn't a forecast for EVN and it isn't advice.
After 41 other announcements read as 'positive', stocks moved +1.8% by day 1, +2.4% by day 5 and +1.1% by day 20 against the XGD on average.
- Day 1
- +1.8%
- Day 5
- +2.4%
- Day 20
- +1.1%
After its earlier announcements, EVN moved -0.4% by day 1, +1.1% by day 5 and -1.0% by day 20 against the XGD on average.
- Day 1
- -0.4%
- Day 5
- +1.1%
- Day 20
- -1.0%
In the 20 trading days before this release the XGD gold index moved -5.8% (falling). After 34 past gold announcements released into a falling gold index, stocks moved +1.9% by day 1, +4.4% by day 5 and +12.2% by day 20 on average - before taking the market's own move out.
- Day 1
- +1.9%
- Day 5
- +4.4%
- Day 20
- +12.2%
A strand leans up or down when its day-5 average is 1% or more either way. Each is shown on its own and never added up into a prediction: small samples swing, and every result is different. The full backtest - how it's worked out
The market it landed in
| Market | On the day | Now | Since |
|---|---|---|---|
| Gold (US$/oz) | US$4,425 | US$3,886 | -12.2% |
| Gold (A$/oz) | A$6,219 | A$5,737 | -7.8% |
| Copper (US$/lb) | US$6.62 | US$6.09 | -7.9% |
| AUD/USD | 0.7115 | 0.6774 | -4.8% |
Since the release (benchmarked at 18 September prices), gold fell 12.2% in US dollars and 7.8% in Australian dollars to about A$5,737/oz, copper fell 7.9% to US$6.09/lb, and silver fell 26.2%. The US dollar index rose 3.2%, the AUD fell 4.8% to US$0.6774 and the US 10-year yield rose to 5.15%. Gold and copper miner funds fell hard (GDX down 14.5%, GDXJ down 20.4%, COPX down 20.7%), and the ASX Gold Index fell 3.1%. For Carnaby holders the consideration is Evolution shares, so the value they would receive tracks Evolution's share price (A$13.55 before release and A$13.02 now, as supplied in the context) rather than spot gold or copper directly. The booklet's Greater Duchess price deck and cost base are not in the attached pages, so margins at spot cannot be compared with the project case here.
Against EVN's own history
The DrillScore history supplied is mostly Evolution's own announcements, and one entry (quarter to 31 March 2026, 276.12m shares) matches Carnaby's share count but not its cash data. Carnaby's own history from the booklet: A$17m raise in December 2024 (A$4.2m tranche in February 2025), A$12.5m from QIC in October 2025 for 37.9m shares, the Greater Duchess 17.5% buy-in in July 2025, the A$9m Trekelano acquisition in November 2024, and cash falling from A$11.96m (June 2025) to A$9.39m (June 2026) against a FY26 loss of A$9.53m. The August 2026 resource update grew the total inventory about 10%, mainly from Trekelano.
Risks & caveats
- The consideration is a fixed number of Evolution shares, so its value moves with the Evolution share price until implementation. The booklet's 88.5% premium was measured at A$13.27 and would narrow if Evolution falls.
- At the Last Practicable Date several conditions were still to be confirmed, including ASIC and ASX approvals, other regulatory approvals and the no-restraint condition. Option cancellation deeds were awaiting Evolution's execution. The ACCC condition was waived on 17 September 2026.
- Carnaby holders would own only about 0.8% of the Merged Group, so exposure to Greater Duchess is diluted. Evolution's own litigation (the Red Lake class action and the tax-loss proceedings, Section 5.27) would then sit in the same group.
- Directors' interests differ from other holders. Directors hold about 7.34% of Carnaby, and Robert Watkins is due a one-off change-of-control payment of A$251,945. Options are being cashed out at Black-Scholes values.
- The attached PDF stops at page 200 of 425. The independent expert's valuation sections (11 and 12), the ERM technical report, the Notice of Meeting, the scheme document and the deed poll are not attached, so the valuation basis and drill-level technical support cannot be checked here.
What's next
- Carnaby Scheme Meeting (proxies due 24 October 2026 at 11:00am AWST) - 26 October 2026, 11:00am AWST (now past; result not in this document)
- Second Court Hearing to approve the scheme - 29 October 2026, 10:00am AWST (now past; outcome not in this document)
- Effective Date; Carnaby shares suspended from close of trading - 30 October 2026 (expected)
- Glencore subscription completes; Evolution new shares start deferred settlement trading; Opt-out Notice cut-off for small parcel holders - 2 November 2026 (expected)
- Record Date for Scheme Consideration - 3 November 2026, 4:00pm AWST (expected)
- Implementation Date (Scheme Consideration issued); Evolution shares trade on normal settlement; Carnaby delisting - 10 to 11 November 2026 (expected)
- Carnaby AGM for the year to 30 June 2026 if the scheme is not implemented; ASIC in-principle extension - By 26 February 2027 (ASIC in-principle decision)
- Evolution to complete an updated Feasibility Study for Greater Duchess after implementation - Within 12 to 18 months of implementation (company estimate)
Questions worth asking
- Did the Scheme Resolution pass the Requisite Majorities on 26 October 2026, and did the Court approve the scheme on 29 October 2026?
- How does the PFS production target of 9.3Mt reconcile with the 8.4Mt Ore Reserve, and does the target include any Inferred material?
- What do sections 11 and 12 of the independent expert's report say about the Greater Duchess valuation inputs, discount rate and the premium for control?
- If the scheme had failed, how long would Carnaby's cash last and how much dilutive equity would it need to fund the feasibility study?
- Has Evolution's share price moved far enough since the 16 September reference price to change the value of the consideration materially?
What it means
For someone holding Carnaby shares, this booklet sets out a board-recommended, share-based takeover priced at a large premium to the pre-announcement price, with an independent expert opinion that it is fair and reasonable. What a holder receives is Evolution shares, so the outcome depends on Evolution's share price and on whether the scheme was approved and implemented, which this document cannot show. Anyone following the stock should check the ASX for the 26 October vote result, the 29 October Court outcome and implementation. This is general information, not personal financial advice.
General information only - not financial advice. DrillScore's analyses are produced automatically by an AI model (Claude, by Anthropic) from the company's own ASX announcement and public market data, and scored by a fixed formula (how it works). They can be wrong or incomplete, don't consider your objectives or circumstances, and are not a recommendation to buy, sell or hold anything. Always read the original announcement and consider advice from a licensed adviser.
Decoded 15 Nov 2026, 8:17 am by claude-haiku-5-5 - confidence: medium. Spotted a mistake? Tell us.
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