Metals Acquisition Limited (NYSE: MTAL):

As previously announced, Metals Acquisition Limited (NYSE:MTAL) (“MAC” or the “Company”) has been progressing a secondary listing on the Australian Securities Exchange (“ASX”) and is pleased to provide an update in relation to its proposed ASX listing.

MAC has lodged a prospectus with the Australian Securities and Investments Commission today (26 January 2024) (“Prospectus”) to undertake an initial public offering (“IPO”) in Australia of CHESS depository interests (“CDIs”) and to seek a dual listing on the ASX (“Listing”).

In connection with the Listing, the Company is seeking to raise A$300 million1 (US$197 million) (before costs) through the issue of between 17,647,059 - 18,750,000 CDIs (equivalent to between 17,647,059 - 18,750,000 ordinary shares in the capital of the Company (“Shares”), representing a ratio of one CDI for one Share). The Shares underlying the CDIs will rank equally with the Shares currently on issue in the Company.

The offer (which will not extend to the Company’s United States shareholders or US Persons within the meaning under Rule 902(k) under Regulation S and will be conducted solely outside the United States (other than to eligible US fund managers acting for the benefit or account of persons that are not US Persons)) comprises:

  • the Institutional Offer – which consists of an offer to certain institutional investors in Australia, New Zealand and certain other non-US jurisdictions around the world;
  • the Broker Firm Offer – which is open to Australian resident retail clients of participating brokers, who have a registered address in Australia and who receive an invitation from a broker to acquire CDIs under the Prospectus; and
  • the Priority Offer – which is open to select investors nominated by the Company in eligible jurisdictions, who receive a Priority Offer invitation,

(together, the “Offer”).

The final price for the issue CDIs under the Offer will be determined through a bookbuild process, with the indicative price range of the Offer having been set at A$16.00 to A$17.00 ((US$10.52 to US$11.18) per CDI.

The Broker Firm and Priority Offers are currently scheduled to formally open on 5 February 2024 and are expected to close on 9 February 2024.

The proceeds of the Offer will (among other things) be used to:

  • provide funds to repay Glencore’s deferred consideration facility in connection with the Company’s acquisition of the Cornish, Scottish and Australian underground copper mine near Cobar, New South Wales, Australia (“CSA Copper Mine”);
  • increase working capital to facilitate operational flexibility and potential production growth;
  • provide additional funding for exploration programs and mine development at the CSA Copper Mine; and
  • fund the costs of the Offer and other administrative costs expected to be incurred by the Company.

Barrenjoey Markets Pty Limited and Canaccord Genuity (Australia) Limited are acting as joint lead managers to the IPO (“Joint Lead Managers”). Gilbert + Tobin, Skadden, Arps, Slate, Meagher & Flom and Ogier are acting as Australian, US and Jersey legal advisors to the Company in relation to the IPO.

Timetable*

An indicative timetable in relation to the Offer and Listing is set out below.

Important dates

Lodgement of Prospectus with ASIC

26 January 2024

Broker Firm Offer and Priority Offer opens

5 February 2024

Broker Firm Offer and Priority Offer closes

9 February 2024

Settlement of the Offer

14 February 2024

Issue of CDIs (Completion)

15 February 2024

Expected dispatch of holding statements

16 February 2024

Expected commencement of trading of CDIs on ASX on a normal settlement basis

20 February 2024

*The above dates are to Australian Eastern Daylight Savings Times and are indicative only and may change without notice. The Company, in consultation with the Joint Lead Managers, reserves the right to vary the times and dates of the Offer including to close the Offer early, extend the Offer or to accept late applications or bids, either generally or in particular cases, or to cancel or withdraw the Offer before Settlement of the Offer, in each case without notification to any recipient of this Prospectus or any applicants.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

Not an offer in the United States

This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements under the US Securities Act and applicable US state securities laws.

About Metals Acquisition Limited

Metals Acquisition Limited (NYSE: MTAL) is a company focused on operating and acquiring metals and mining businesses in high quality, stable jurisdictions that are critical in the electrification and decarbonization of the global economy.

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 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 ability to recognize the anticipated benefits of the 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. 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. 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.

____________________________ 1 An exchange rate of A$1 = US$0.6575$, which represents the exchange rate reported by the Reserve Bank of Australia on 24 January 2024, has been applied throughout this release.

Mick McMullen Chief Executive Officer Metals Acquisition Limited. mick.mcmullen@metalsacqcorp.com

Dan Vujcic Chief Development Officer and Interim Chief Financial Officer Metals Acquisition Limited. +61 461 304 393 dan.vujcic@metalsacqcorp.com

MAC Copper (NYSE:MTAL)
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