Metals Acquisition Limited (NYSE: MTAL; ASX: MAC)
Metals Acquisition Limited ARBN 671 963 198 (NYSE: MTAL; ASX:
MAC), a private limited company incorporated under the laws of
Jersey, Channel Islands (the “Company”), today announced the
“Redemption Fair Market Value” in connection with its previously
announced redemption of its public warrants and private placement
warrants (the “Warrants”) to purchase ordinary shares of the
Company, par value $0.0001 per share (the “Ordinary
Shares”).
On May 6, 2024, the Company announced that it will redeem all of
its Warrants that remain outstanding at 5:00 p.m. New York City
time on June 5, 2024 (the “Redemption Date”) for a
redemption price of $0.10 per Warrant. Warrant holders may elect to
exercise their Warrants for cash or on a “cashless basis” before
5:00 p.m. New York City time on the Redemption Date, subject to the
terms of the Company’s previously issued notice of redemption (the
“Notice of Redemption”). The “Redemption Fair Market Value”
announced today is used to determine the number of Ordinary Shares
that will be issued to Warrant holders who exercise their warrants
on a “cashless basis” (a “Make-Whole Exercise”). Based on
the Redemption Fair Market Value, Warrant holders who exercise
their Warrants by surrendering them pursuant to a Make-Whole
Exercise prior to the Redemption Date will receive 0.3063 Ordinary
Shares per Warrant.
Today, at the direction of the Company, the information agent,
Georgeson LLC (the “Information Agent”), and the warrant
agent, Continental Stock Transfer & Trust Company (the
“Warrant Agent”), have delivered a notice (the “Notice of
Redemption Fair Market Value”) to each of the registered
holders of the outstanding Warrants, informing them that: (i) the
Redemption Fair Market Value is $13.33, and (ii) as a result,
holders of Warrants who exercise their Warrants on a “cashless
basis” will receive 0.3063 Ordinary Shares per Warrant.
Deadline for Warrant Exercise
Warrant holders have until immediately prior to 5:00 p.m. New
York City time on the Redemption Date to exercise their Warrants
(1) for cash, at an exercise price of $11.50 per Ordinary Share
(the “Cash Exercise Price”), or (2) on a “cashless basis”
pursuant to a Make-Whole Exercise, in which case the holder will
receive 0.3063 Ordinary Shares per Warrant. If any holder of
Warrants would be entitled to receive a fractional interest in an
Ordinary Share, the number of Ordinary Shares the holder will be
entitled to receive will be rounded down to the nearest whole
number of Ordinary Shares.
For additional information, including information on how holders
may exercise their Warrants, please refer to the Notice of
Redemption.
Exercise Procedures
Those who hold their Warrants in “street name” should
immediately contact their broker to determine their broker’s
procedure for exercising their Warrants.
Persons who are holders of record of their Warrants may exercise
their Warrants by sending a properly completed and executed
“Election to Purchase” (attached to the Notice of Redemption) to
the Warrant Agent’s address below or at the following link
https://cstt.citrixdata.com/r-r5a49e878c1214da29db4149e1a6093fa,
indicating, among other things, the number of Warrants being
exercised and that whether such Warrants are being exercised for
cash or surrendered on a cashless basis.
If holders of Warrants are exercising for cash, please send
payment in full of the Cash Exercise Price (and any and all
applicable taxes) via wire transfer or other method of payment
permitted by the Warrant Agreement. If you wish to wire funds to
the Warrant Agent, please contact the Warrant Agent via email at
Tenders+MetalsAcqWTS@continentalstock.com or phone 800-509-5586 for
wire instructions. For certified check and bank draft payable,
please send to the Warrant Agent at:
Continental Stock Transfer & Trust Company
One State Street, 30th Floor New York, NY 10004-1571 Attention:
Compliance Department
Termination of Warrant Rights
Any Warrants that have not been exercised for cash or pursuant
to a Make-Whole Exercise immediately prior to 5:00 p.m. New York
City time on the Redemption Date (being June 5, 2024) will be void
and no longer exercisable, and the holders of those Warrants will
be entitled to receive only the redemption price of $0.10 per
Warrant.
Prospectus
The Ordinary Shares underlying the Warrants have been registered
by the Company under the Securities Act of 1933, as amended, and
are covered by a registration statement filed on Form F-1 with, and
declared effective by, the U.S. Securities and Exchange Commission
(Registration No. 333-276216). The U.S. Securities and Exchange
Commission (the “SEC”) maintains an Internet website that
contains a copy of the prospectus included in the registration
statement at www.sec.gov. Alternatively, you can obtain a copy of
this prospectus on the Investor Relations section of the Company’s
website, at https://metalsacquisition.com/overview/default.aspx.
We understand from the New York Stock Exchange (the
“NYSE”) that June 4, 2024, the trading day prior to the
Redemption Date, will be the last day on which the public warrants
will be traded on the NYSE.
Important Notice
This press release does not and will not constitute an offer to
sell, or the solicitation of an offer to buy, the Warrants, the
Ordinary Shares, or any other securities, nor will there be any
sale of the Warrants, the Ordinary Shares or any such other
securities, in any state or other jurisdiction in which such offer,
sale or solicitation would be unlawful.
None of the Company, its board of directors or employees has
made or is making any representation or recommendation to any
holder of the Warrants as to whether to exercise or refrain from
exercising any Warrants.
Any holder of Warrants that received a Notice of Redemption
should consult with its financial adviser, tax adviser and/or legal
adviser to the extent it has any questions relating to its specific
circumstances.
Additional Information
Additional information regarding this announcement may be found
in a Form 6-K that will be filed with the SEC.
Any questions you may have about redemption and exercising your
Warrants may be directed to the Company’s Information Agent,
at:
Georgeson
1290 Avenue of the Americas, 9th Floor
New York, NY 10104 Shareholders, Banks and
Brokers
U.S. toll free call center:
866-920-8291
Holders outside the U.S.: 781-262-8912
Australian call center: 1300 265 182 and 03 9415 4055
***
This announcement is authorized for release by the Board of
Directors.
About Metals Acquisition Limited
Metals Acquisition Limited (NYSE: MTAL; ASX:MAC) 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. 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240521816951/en/
Mick McMullen Chief Executive Officer & Director Metals
Acquisition Limited. investors@metalsacqcorp.com
Morne Engelbrecht Chief Financial Officer Metals Acquisition
Limited
MAC Copper (NYSE:MTAL)
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