- Definitive amendment to Sale and Purchase Amendment Agreement
entered into with Glencore International AG (“Glencore”) for the
acquisition of the CSA Copper Mine (“CSA”) in New South Wales,
Australia
- Consideration amended to consist of: ‒ US$775m cash (with the
ability to scale up to US$875m cash) ‒ Up to US$100m of common
equity ‒ US$75m deferred to be paid out of half the proceeds of any
future equity raise ‒ US$75m contingent payment payable when copper
averages > US$4.25/lb for 18 continuous months over the Life of
Mine (“LOM”) ‒ US$75m contingent payment payable when copper
averages > US$4.50/lb for 24 continuous months over the LOM ‒
1.5% copper NSR
Metals Acquisition Corp. (NYSE: MTAL.U):
Transaction Overview
Metals Acquisition Corp. (NYSE: MTAL.U) (“MAC”) today announced
that it has entered into a definitive amendment to the March 17,
2022 Sale and Purchase Agreement (“Transaction Agreement”) with
Glencore to amend the consideration to acquire the CSA Mine as
follows:
- At least US$775 million in cash upon Close, with the potential
to be scaled up to US$875 million depending on final PIPE demand;
plus
- A maximum of US$100 million in retained equity in the business
by Glencore, with Glencore having the option to be scaled back
subject to MAC raising sufficient equity (with any scale back to be
reflected in an uplift to the upfront cash payment scale up, as set
out above); plus
- US$75 million in a deferred cash payment (bearing interest from
completion at the same rate as payable under MAC’s subordinated
term loan proposed to be entered into in connection with the
transaction), payable upon MAC’s listing on the ASX or alternative
equity raise (capped at US$75 million plus accrued interest).
- US$150 million in cash structured as two contingent payments
(US$75 million each) that are unsecured, fully subordinated and
payable if, over the life of the mine, the average daily LME
closing price is greater than:
- US$4.25/lb. for any rolling 18-month period (commencing at
closing) (“First Contingent Copper Payment”); and
- US$4.50/lb. for any rolling 24-month period (commencing at
closing) (“Second Contingent Copper Payment”).
The First Contingent Copper Payment and
Second Contingent Copper Payment will be payable as soon as the
applicable payment trigger milestone has been achieved.
- Post Closing MAC will, on a quarterly basis, pay to Glencore a
royalty equal to 1.5% of Net Smelter Returns
In addition to the consideration amendments summarised above,
Glencore will be entitled to appoint one director to the Board of
Directors of MAC for each 10% interest it holds in MAC from time to
time.
In order to fund the cash portion of the consideration, MAC
expects that it will need to raise at least US$125 million in PIPE
financing, which is currently expected to consist of common shares
issued at $10.00 per share.
Mick McMullen, MAC CEO, said: "We have worked closely with
Glencore to arrive at a transaction structure that delivers value
to both parties, and an increased certainty of completion.
The acquisition of CSA represents a strong strategic fit for
MAC. Our management team’s operational expertise, understanding of
regional operations and relationships with local stakeholders
uniquely position us to identify and realize the full potential
value of the asset. CSA also provides MAC with an ideal cornerstone
asset with which to establish a high-quality, mid-tier base metals
company.”
Advisors
Citi is serving as financial advisor and Squirre Patton Boggs
and Paul Hastings LLP are serving as legal advisors to MAC.
Further Information
Additional information about the proposed transaction, including
a copy of the Transaction Agreement, will be included in a Current
Report on Form 8-K to be filed by MAC with the SEC and available at
www.sec.gov.
About Metals Acquisition Corp.
MAC was formed as a blank check company for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with
one or more businesses. MAC is led by Mick McMullen (Chief
Executive Officer), Jaco Crouse (Chief Financial Officer) and Dan
Vujcic (Chief Development Officer). The Company is focused on
green-economy metals and mining businesses in high quality, stable
jurisdictions.
Important Information About the Proposed Business Combination
and Where to Find It
In connection with the proposed business combination, MAC
intends to file a Registration Statement on Form F-4, including a
preliminary and definitive proxy statement/prospectus with the SEC.
MAC's shareholders and other interested persons are advised to
read, when available, the preliminary proxy statement/prospectus
and the amendments thereto and the definitive proxy
statement/prospectus as well as other documents filed with the SEC
in connection with the proposed business combination, as these
materials will contain important information about CSA, MAC, and
the proposed business combination. When available, the
definitive proxy statement/prospectus and other relevant materials
for the proposed business combination will be mailed to
shareholders of MAC as of a record date to be established for
voting on, among other things, the proposed business combination.
Shareholders will also be able to obtain copies of the preliminary
proxy statement/prospectus, the definitive proxy
statement/prospectus, and other documents filed with the SEC that
will be incorporated by reference therein, without charge, once
available, at the SEC's website at www.sec.gov, or by directing a
request to: Investors@soa-corp.com. The information contained on,
or that may be accessed through, the websites referenced in this
communication is not incorporated by reference into, and is not a
part of, this communication.
Participants in the Solicitation
MAC and its directors and executive officers may be deemed
participants in the solicitation of proxies from MAC's shareholders
with respect to the business combination. MAC shareholders and
other interested persons may obtain, without charge, more detailed
information regarding the directors and officers of MAC in MAC’s
final prospectus filed with the SEC on July 30, 2021 in connection
with MAC’s initial public offering and in MAC’s other periodic and
current reports filed with the SEC. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of proxies to MAC’s shareholders in connection with
the proposed business combination will be set forth in the proxy
statement/prospectus for the proposed business combination when
available. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the
proposed business combination will be included in the proxy
statement/prospectus that MAC intends to file with the SEC.
Forward Looking Statements
This press release includes “forward-looking statements.” MAC’s
actual results may differ from expectations, estimates, and
projections and, consequently, you should not rely on these
forward-looking statements as predictions of future events. Words
such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,”
“believes,” “predicts,” “potential,” “continue,” and similar
expressions (or the negative versions of such words or expressions)
are intended to identify such forward-looking statements. These
forward-looking statements include, without limitation, MAC’s
expectations with respect to future performance of the CSA Copper
Mine and anticipated financial impacts and other effects of the
proposed business combination, the satisfaction of the closing
conditions to the proposed transaction and the timing of the
completion of the proposed transaction. These forward-looking
statements involve significant risks and uncertainties that could
cause the actual results to differ materially from those discussed
in the forward-looking statements. Most of these factors are
outside MAC’s control and are difficult to predict. Factors that
may cause such differences include, but are not limited to: the
occurrence of any event, change, or other circumstances that could
give rise to the termination of the Transaction Agreement; the
outcome of any legal proceedings that may be instituted against MAC
following the announcement of the Transaction Agreement; the
inability to complete the proposed transaction, including due to
failure to obtain approval of the shareholders of MAC, certain
regulatory approvals, or satisfy other conditions to closing in the
Transaction Agreement; the occurrence of any event, change, or
other circumstance that could give rise to the termination of the
Transaction Agreement or could otherwise cause the transaction to
fail to close MAC’s inability to secure the expecting financing for
the consideration under the Transaction Agreement; the inability to
obtain or maintain the listing of MAC’s shares following the
proposed transaction; the risk that the proposed transaction
disrupts current plans and operations as a result of the
announcement and consummation of the proposed business combination;
the ability to recognize the anticipated benefits of the proposed
business combination, which may be affected by, among other things;
the supply and demand for copper; the future price of copper; the
timing and amount of estimated future production, costs of
production, capital expenditures and requirements for additional
capital; cash flow provided by operating activities; unanticipated
reclamation expenses; claims and limitations on insurance coverage;
the uncertainty in mineral resource estimates; the uncertainty in
geological, metallurgical and geotechnical studies and opinions;
infrastructure risks; and dependence on key management personnel
and executive officers; and other risks and uncertainties indicated
from time to time in the final prospectus of MAC for its initial
public offering and the proxy statement/prospectus relating to the
proposed business combination, including those under “Risk Factors”
therein, and in MAC’s other filings with the SEC. MAC caution that
the foregoing list of factors is not exclusive. MAC caution readers
not to place undue reliance upon any forward-looking statements,
which speak only as of the date made. MAC do not undertake or
accept any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements to reflect
any change in its expectations or any change in events, conditions,
or circumstances on which any such statement is based.
More information on potential factors that could affect MAC’s or
CSA’s financial results is included from time to time in MAC’s
public reports filed with the SEC, including its Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on
Form 8-K as well as the preliminary and the definitive proxy
statements MAC intends to file with the SEC in connection with
MAC’s solicitation of proxies for the meeting of shareholders to be
held to approve, among other things, the proposed business
combination. If any of these risks materialize or MAC’s assumptions
prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be
additional risks that MAC does not presently know, or that MAC
currently believes are immaterial, that could also cause actual
results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect MAC’s
expectations, plans or forecasts of future events and views as of
the date of this communication. MAC anticipates that subsequent
events and developments will cause its assessments to change.
However, while MAC may elect to update these forward-looking
statements at some point in the future, MAC specifically disclaims
any obligation to do so, except as required by law. These
forward-looking statements should not be relied upon as
representing MAC’s assessment as of any date subsequent to the date
of this communication. Accordingly, undue reliance should not be
placed upon the forward-looking statements.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed business combination. This press release
shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, or an exemption therefrom.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221122005860/en/
Mick McMullen Chief Executive Officer Metals Acquisition Corp.
+1 (817) 698-9901 mick.mcmullen@metalsacqcorp.com
Dan Vujcic Chief Development Officer Metals Acquisition Corp.
+61 451 634 120 dan.vujcic@metalsacqcorp.com
Metals Acquisition (NYSE:MTAL.U)
Graphique Historique de l'Action
De Août 2024 à Sept 2024
Metals Acquisition (NYSE:MTAL.U)
Graphique Historique de l'Action
De Sept 2023 à Sept 2024