UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT
TO RULE 13A-16 OR 15D-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
| For the month of |
June |
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2024 |
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| Commission File Number |
001-41722 |
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METALS ACQUISITION LIMITED
| (Translation of registrant’s name into English) |
| |
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3rd Floor, 44 Esplanade, St.
St. Helier, Jersey, JE49WG
Tel: +(817) 698-9901 |
| (Address of principal executive offices) |
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F x
Form 40-F ¨
EXPLANATORY NOTE
On
June 10, 2024, Metals Acquisition Limited (the “Company”) issued a press release announcing the completion of the Company’s
redemption of all of its (i) outstanding public warrants (the “Public Warrants”) to purchase ordinary shares of the Company,
par value $0.0001 per share (the “Ordinary Shares”), that were issued under the Warrant Agreement, dated as of July 28, 2021,
between Metals Acquisition Corp (“Old MAC”) and Continental Stock Transfer & Trust Company and (ii) outstanding private
placement warrants to purchase Ordinary Shares that were issued by the Company in (a) a private placement transaction in connection with
the business combination under the Sponsor Letter Agreement, dated as of July 28, 2021, by and between Old MAC and Green Mountain Metals
LLC (the “Sponsor”) and (b) the conversion of the 2022 Sponsor Convertible Note, dated April 13, 2022, under which the Sponsor
exercised its option to convert the issued and outstanding loan amount into private placement warrants, on the same terms as the outstanding
Public Warrants. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information in this Form 6-K, including Exhibit
99.1 attached hereto, is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed
to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange
Act.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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METALS ACQUISITION LIMITED |
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(Registrant) |
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| Date: |
June 10, 2024 |
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By: |
/s/ Michael James McMullen |
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Name: |
Michael James McMullen |
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Title: |
Chief Executive Officer |
Exhibit 99.1
June 10, 2024
METALS ACQUISITION LIMITED COMPLETES REDEMPTION OF PUBLIC AND PRIVATE
PLACEMENT WARRANTS AND RUSSELL 3000® INDICES INCLUSION
ST. HELIER, Jersey – (BUSINESS WIRE) – 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” or “MAC”),
today announced the completion of the 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”), that remained outstanding
at 5:00 p.m. New York City time on June 5, 2024 (the “Redemption Date”).
On May 6, 2024, the Company announced that it would redeem all of its
Warrants that remained outstanding on the Redemption Date for a redemption price of $0.10 per Warrant. Prior to 5:00 p.m. New York City
Time on the Redemption Date, Warrant holders could elect to: (1) exercise their Warrants for cash, at an exercise price of $11.50 per
Ordinary Share, or (2) surrender their Warrants on a “cashless basis” (a “Make Whole Exercise”) for a number
of Ordinary Shares determined in accordance with the terms of the Warrant Agreement, dated as of July 28, 2021, between Metals Acquisition
Corp and Continental Stock Transfer & Trust Company. On May 21, 2024, the Company announced that holders who exercise their Warrants
pursuant to a Make-Whole Exercise would receive 0.3063 Ordinary Shares per Warrant.
1,026 Warrants were exercised at an exercise price of $11.50 per
Ordinary Share and 15,344,751 Warrants were exercised on a “cashless basis,” resulting in the exercise of approximately 99.82%
of the outstanding Warrants (of which approximately 0.01% were exercised for cash and 99.81% were exercised on a “cashless
basis”) and in the issuance of an aggregate of 4,701,071 Ordinary Shares. The remaining 27,753 Warrants remained unexercised
on the Redemption Date and were redeemed by the Company for cash.
Accordingly, the Company will have 74,055,263 Ordinary Shares and
no public warrants or private placement warrants outstanding as a result of the redemption of the Warrants. The Company continues to
have 3,187,500 financing warrants outstanding to purchase Ordinary Shares, which were issued to Sprott Private Resource Lending II
(Collector-2), LP in connection with a mezzanine loan note facility entered into on March 10, 2023.
The table below sets out the impact of the Warrant redemption on the
share capital and cash position of the Company as well as the dilution to the holders of Ordinary Shares (including Ordinary Shares which
are represented by Chess Depository Interests (“CDIs”) on the Australian Securities Exchange (“ASX”)
as at the time of the initial announcement on May 6, 2024:
| Aggregate number of Ordinary Shares issued |
4,701,071 |
| Cash received from redemption of Warrants |
$11,799.00 |
| Dilution to existing issued Ordinary Shares (%) |
6.35% |
| Total number of Ordinary Shares on issue |
74,055,263 |
The Warrants have ceased trading on the New York Stock Exchange and
have been delisted. The redemption of the Warrants had no effect on the trading of the Ordinary Shares which continue to trade on the
New York Stock Exchange under the symbol MTAL.
Updated Substantial Shareholder Information
As a result of the Warrant redemption, the table below sets out the
information known to MAC as at the date of this announcement concerning the substantial holdings in MAC’s Ordinary Shares and CDIs.
Terms which are defined in Chapter 6C of the Australian Corporations Act 2001 (Cth) (“Corporations Act”) are
used with their defined meanings.
Name of
substantial
holder | |
Record Holder(s) (if
different) | |
Ordinary
Shares /
CDIs held
(as at date
of previous
notices) | | |
% of
total
Ordinary
Shares /
CDIs
on
issue
(as at
date of
previous
notices) | | |
Ordinary
Shares /
CDIs
held (as
at date
of this
notice) | | |
% of
total
Ordinary
Shares /
CDIs
on issue
(as at
date of
this
notice) | |
| Glencore Operations Australia Pty Limited | |
N/A | |
| 10,000,000 | 1 | |
| 14.4 | % | |
| 10,000,000 | | |
| 13.5 | % |
| Blackrock, Inc. | |
BlackRock Commodity Strategies Fund
BlackRock World Mining Trust plc
BlackRock Global Funds – World Mining Fund
BlackRock Commodity Strategies Fund – Metals and Mining Sleeve | |
| 6,332,511 | 2 | |
| 9.1 | % | |
| 6,332,511 | | |
| 8.6 | % |
| Fourth Sail | |
Fourth Sail Discovery LLC
Fourth Sail Long Short LLC
| |
| 5,954,545 | 1 | |
| 8.6 | % | |
| 6,104,694 | | |
| 8.2 | % |
| United Super Pty Ltd | |
United Super Pty Ltd ABN 46 006 261 623 as trustee for the Construction and Building Unions Superannuation Fund ABN 75 493 363 | |
| 5,337,434
| 3 | |
| 7.7 | % | |
| 4,845,138 | | |
| 6.5 | % |
| Osisko Bermuda Limited | |
N/A | |
| 4,000,000 | 1 | |
| 5.8 | % | |
| 4,000,000 | | |
| 5.4 | % |
1 As at notice dated
February 19, 2024.
2 As at notice dated
May 3, 2024.
3 As at notice dated
February 26, 2024.
As a private limited company incorporated under
the laws of Jersey, Channel Islands, Chapter 6C of the Corporations Act does not apply to shareholders of MAC. However, the Company has
agreed with the ASX to release to the market certain information about a person becoming a substantial holder in the Company within the
meaning of section 671B of the Corporations Act, varying its substantial holding by 1% or more or ceasing to be a substantial holder.
It is important to note that:
| · | MAC is not required to, and does not intend to, make enquiries of any person, including (without limitation)
its shareholders, to identify or verify details of substantial holdings; |
| · | unless a holder advises MAC of the details of any associates (or other relevant persons) that have a relevant
interest (or deemed relevant interest) in its Ordinary Shares, MAC will be unaware of these other relevant interests, if any; and |
| · | accordingly, any information that MAC provides
to the ASX is provided only to the best of the knowledge and belief of MAC and MAC expressly disclaims responsibility for the accuracy
and completeness of the information provided to the maximum extent permitted by law. |
Russell
3000® Indices Inclusion
MAC is expected to join the broad-market
Russell 3000® Index at the conclusion of the 2024 Russell US Indexes annual reconstitution, effective at the open of
US equity markets on July 1, 2024, according to a preliminary list of additions posted May 24, 2024.
The annual Russell US Indexes reconstitution captures
the 4,000 largest US stocks as of April 30, 2024, ranking them by total market capitalization. Membership in the US all-cap Russell 3000®
Index, which remains in place for one year, means automatic inclusion in the large-cap Russell 1000® Index or small-cap
Russell 2000® Index as well as the appropriate growth and value style indexes. FTSE Russell determines membership for its
Russell indexes primarily by objective, market-capitalization rankings, and style attributes.
For more information on the Russell 3000® Index and
the Russell indexes reconstitution, go to the “Russell Reconstitution” section on the FTSE Russell website.
***
-ENDS-
Contacts
Mick
McMullen
Chief Executive Officer & Director
Metals Acquisition Limited.
investors@metalsacqcorp.com |
Morne Engelbrecht
Chief Financial Officer
Metals Acquisition Limited |
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.
No Offer or Solicitation
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any offer of any of the Company’s securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to the 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 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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