Carnaby takeover moves to shareholder decision after booklet dispatch

Scheme Booklet Dispatch Clears the Next Hurdle

Carnaby Resources Limited (ASX:CNB) has completed dispatch of the scheme booklet for Evolution Mining Limited’s (ASX:EVN) proposed acquisition of all Carnaby shares it does not already own. The document gives shareholders the information required to decide whether to approve the scheme of arrangement, moving the transaction from court-cleared proposal to formal voting stage.

The booklet includes the Independent Expert’s Report from BDO Corporate Finance Australia, which concludes that the scheme is fair and reasonable and in the best interests of Carnaby shareholders, provided there is no superior proposal. That conclusion is supportive, but it is not an approval of the transaction itself: the scheme still needs to pass the shareholder vote and satisfy the remaining implementation requirements.

Board Support Remains Conditional

Carnaby’s directors continue to unanimously recommend that shareholders vote in favour of the scheme, subject to the absence of a superior proposal and the Independent Expert maintaining its conclusion. Each director also intends to vote, or have voted, all shares they hold or control in favour.

There is a qualification worth noting. Carnaby says its directors will receive certain benefits if the scheme becomes effective, with further detail contained in the booklet. That does not alter the board’s stated recommendation, but it is part of the information shareholders are being asked to weigh alongside the expert’s assessment.

26 October Vote Sets the Immediate Test

The scheme meeting is scheduled for 11:00am AWST on Monday, 26 October 2026, at Steinepreis Paganin in Perth. Shareholders recorded on the register at 11:00am AWST on 24 October, other than excluded shareholders, will be entitled to attend and vote.

Shareholders can vote in person or appoint a proxy, attorney or corporate representative. The chair intends to vote undirected proxies in favour of the scheme, although the proxy materials state that this intention could change in exceptional circumstances.

Small Parcel Shareholders Face a Separate Election

The transaction also contains a practical wrinkle for holders whose scheme consideration would amount to less than a marketable parcel of Evolution shares. Unless those small parcel shareholders validly opt out of the sale facility by 5:00pm AWST on 2 November, the Evolution shares otherwise due to them will be issued to a sale agent and sold, with the proceeds distributed proportionally.

The dispatch milestone removes one procedural uncertainty, but it does not settle the outcome. The key near-term signals are shareholder voting levels, any competing proposal and whether the scheme receives the required approval at the Perth meeting.