Carnaby Resources to be acquired by Evolution Mining

• Carnaby shareholders to receive 0.0682 Evolution shares per Carnaby share, valued at A$0.772
• Implied value represents a 60.4% premium to Carnaby's last closing price
• Carnaby Board unanimously recommends the Scheme to shareholders

Carnaby Resources Ltd (ASX: CNB) has entered into a binding Scheme Implementation Deed with Evolution Mining Limited (ASX: EVN) for Evolution to acquire 100% of Carnaby. Under the proposed Scheme, Carnaby shareholders will receive 0.0682 Evolution shares per Carnaby share, representing an implied value of A$0.772 per share. The transaction values Carnaby at approximately A$213 million on a fully diluted basis. The Scheme is subject to approval by Carnaby shareholders, independent expert's report, regulatory approvals, and other customary conditions.

Implied value of A$0.772 per Carnaby share, fully diluted equity value of approximately A$213 million

Upon completion, Carnaby shareholders will gain exposure to Evolution's portfolio and operational expertise, de-risking the Greater Duchess project.