Metals Acquisition Corp (NYSE: MTAL.U):
- Additional subscription agreements totaling approximately $52
million executed for the PIPE relating to the CSA Mine acquisition,
including investments from a number of large, global natural
resource funds who have anchored the PIPE
- Subscriptions include a 100% upsizing from an existing anchor
investor
- Additionally includes a subscription from Bluescape Energy
Partners (“Bluescape”), an alternative investment firm that
leverages its private capital, global network, and superior
thinking to deliver differentiated long term investment performance
in the broader energy and energy transition sectors
- Bluescape to nominate a director to the Metals Acquisition
Limited board as it seeks to partner with the MAC team
Transaction Overview
Metals Acquisition Corp (NYSE: MTAL.U) (“MAC”) today announced
that it has entered into subscription agreements totaling
approximately $52 million at a purchase price of $10.00 per share
in a private placement to be consummated substantially concurrently
with the consummation of the CSA Mine acquisition.
In addition, Bluescape has invested in the PIPE and will
nominate a director to the MAC board of directors.
In connection with the subscription agreements, Green Mountain
Metals, LLC, MAC’s sponsor, agreed to transfer an aggregate of
470,833 shares of Class B common stock of MAC that it currently
holds to certain investors who agreed to subscribe for a
significant number of subscribed shares. In addition, the members
of Green Mountain Metals have agreed to sell, at cost, 500,000
warrants to certain investors who agreed to subscribe for a
significant number of subscribed shares.
Commenting on the investment, Bluescape Executive Chairman and
CEO, Mr. John Wilder noted:
“We see tremendous value in Metals Acquisition Corp and their
CSA copper resource in Australia. The asset aligns with many
crucial issues today, including decarbonization and critical metals
supply chain security. We also have confidence in the Metals
Acquisition Corp management team as they possess a diverse skillset
that is capable of effectively turning around this critical asset.
We look forward to partnering with the Metals Acquisition Corp as
we merge skills and relationships to generate value for
stakeholders.”
Mick McMullen, MAC CEO, said: “We continue to execute PIPE
subscription agreements into what is now one of the largest
institutionally backed PIPEs in the last year in the entire US
market. We have managed to secure a significant investment upsize
from an existing investor and the funding and commitment from
Bluescape is very important to us. Having someone of the calibre of
John Wilder validate the transaction is further evidence of the
rationale for the MAC strategy.
“This has been a very long process and we would like to thank
all of our funding partners, Glencore and most importantly the
people at the CSA Mine for their patience as we approach the final
stages of closing on this important transaction.”
About Bluescape
Bluescape was founded in 2007, and is an alternative investment
firm that leverages its private capital, global network, and
superior thinking to deliver differentiated long term investment
performance in the broader energy and energy transition sectors.
Bluescape employs a unique approach and long-term perspective,
helping position companies for growth and value creation by
providing capital and strategic oversight with its
multi-disciplined team of executive-level managers, operators,
strategic consultants, and restructuring advisors. It thrives to
uncover investments exhibiting high performance potential where it
seeks to build lasting partnerships. Bluescape strives to create
positive impacts for all of its stakeholders through its capital,
operational capabilities, and long-term ownership model.
Advisors
Citigroup Global Markets Inc. (“Citi”) is serving as financial
advisor and Squirre Patton Boggs and Paul Hastings LLP are serving
as legal advisors to MAC. Citi, Canaccord Genuity and Ashanti
Capital have been engaged as placement agents in connection with
the PIPE.
Further Information
Additional information about the proposed transaction, including
a the form of the Subscription 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.
No Offer or Solicitation
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
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, 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20230612654935/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
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