Transaction Expected to Close on June 15,
2023
Metals Acquisition Corp (NYSE:
MTAL) (“MAC” or the “Company”) today announced that MAC’s
shareholders voted to approve, among other things: (i) its proposed
business combination (the “Business Combination”) to acquire from
Glencore Operations Australia Pty Limited 100% of the issued share
capital of Cobar Management Pty. Limited (“CMPL”), which owns and
operates the Cornish, Scottish and Australian mine (the “CSA
Mine”); and (ii) its proposed merger (the “Merger”) with Metals
Acquisition Limited (“MAC Limited”) to occur immediately prior to
the Business Combination.
The vast majority of the votes cast at the meeting voted to
approve the Business Combination and the Merger.
MAC Limited will be continuing as the surviving company
following the Merger (MAC Limited following the Merger is referred
to as “New MAC”). The Business Combination is scheduled to close on
June 15, 2023. As a result of the Business Combination, CMPL will
become a wholly-owned indirect subsidiary of New MAC. The common
stock and warrants of New MAC are set to begin trading on the New
York Stock Exchange on June 16, 2023 under the ticker symbols,
“MTAL” and “MTAL.WS”, respectively.
The formal results of the vote will be included in a Current
Report on Form 8-K to be filed by MAC with the Securities and
Exchange Commission.
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. The Company 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.
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 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 Share Sale Agreement; the outcome of any legal
proceedings that may be instituted against MAC following the
announcement of the Share Sale Agreement dated as of March 17, 2022
(as amended by the Deed of Consent and Covenant dated as of
November 22, 2022, as supplemented by the CMPL Share Sale Agreement
Side Letter, dated as of April 21, 2023, as further supplemented by
the CMPL Share Sale Agreement Side Letter, dated May 31, 2023 and
as further supplemented by the CMPL Share Sale Agreement Side
Letter, dated June 2, 2023 (the “Share Sale Agreement”)); the
inability to complete the proposed transaction, including due to
failure to obtain financing, approval of the shareholders of MAC,
certain regulatory approvals, or satisfy other conditions to
closing in the Share Sale Agreement; the occurrence of any event,
change, or other circumstance that could give rise to the
termination of the Share Sale Agreement, or could otherwise cause
the transaction to fail to close MAC’s inability to secure the
expecting financing for the consideration under the Share Sale
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
definitive proxy statement/prospectus relating to the proposed
Business Combination that MAC filed with the SEC, including those
under “Risk Factors” therein, and in MAC’s other filings with the
SEC. MAC cautions that the foregoing list of factors is not
exclusive. MAC cautions readers not to place undue reliance upon
any forward-looking statements, which speak only as of the date
made. MAC does 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 Mine’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 definitive proxy statement/prospectus MAC
filed 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.
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 stockholders and
other interested persons may obtain, without charge, more detailed
information regarding the directors and officers of MAC in MAC’s
final prospectus for its initial public offering and the definitive
proxy statement/prospectus relating to the proposed Business
Combination 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 is set forth in the definitive
proxy statement/prospectus for the proposed Business Combination.
Additional information regarding the interests of participants in
the solicitation of proxies in connection with the proposed
business combination is included in the definitive proxy
statement/prospectus filed with the SEC.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20230605005839/en/
Mick McMullen Chief Executive Officer Metals Acquisition Corp +1
(817) 698-9901
Dan Vujcic Chief Development Officer Metals Acquisition Corp +61
451 634 120
Metals Acquisition (NYSE:MTAL.U)
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