As filed with the Securities and Exchange Commission on December 23, 2022

Registration Statement No. 333-       ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-4

3rd Floor, 44 Esplanade, St.
St. Helier, Jersey, JE4 9WG
Tel: +(817) 698-9901

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)​

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and on completion of the transaction described in the enclosed proxy statement/prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The Registrant may not sell the securities described herein until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

(4)

Proposal No. 4 — The Adjournment Proposal:   as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to MAC shareholders or (ii) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more of the proposals at the extraordinary general meeting be approved (the “Adjournment Proposal”).

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Each of the Business Combination Proposal, the Merger Proposal, the Governing Documents Proposals and the Adjournment Proposal (collectively, the “Transaction Proposals”) is more fully described in the accompanying proxy statement/​prospectus, which we urge each MAC shareholder to review carefully.

Only holders of record of MAC’s Class A ordinary shares, par value $0.0001 per share (“MAC Class A Ordinary Shares”) and Class B ordinary shares, par value $0.0001 per share (“MAC Class B Ordinary Shares”) at the close of business on       , 2023 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

The accompanying proxy statement/prospectus and accompanying proxy card is being provided to MAC shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all MAC shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes thereto and the documents referred to herein carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 54 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of MAC has approved the Share Sale Agreement and the transactions contemplated thereby, including the Merger, and recommends that shareholders vote “FOR” the Business Combination Proposal, the Merger Proposal, the Governing Documents Proposals and the Adjournment Proposal. When you consider the recommendation of these proposals by the board of directors of MAC, you should keep in mind that MAC’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “The Business Combination Proposal — Interests of MAC’s Directors and Executive Officers in the Business Combination” and “Risk Factors — Risks Relating to MAC and the Business Combination — Our Sponsor, certain members of our board of directors and our officers have interests in the Business Combination that may conflict with those of other shareholders in recommending that shareholders vote in favor of approval of the Business Combination and the other proposals described in this proxy statement/prospectus.” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Pursuant to MAC’s Existing Governing Documents, holders of MAC’s Class A Ordinary Shares may request that MAC redeem all or a portion of its MAC Class A Ordinary Shares (such shares, the “public shares” and such holders the “public shareholders”) for cash in connection with any vote on the Business Combination. As a public shareholder, in the event that the Business Combination is approved and consummated, you will be entitled to receive a per share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to MAC to pay its taxes, divided by the number of then issued public shares (such redemption price being referred to herein as the “Redemption Price”), for any public shares to be redeemed only if you:

(i)

(a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares;

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(ii)

submit a written request to Continental Stock Transfer & Trust Company (“Continental”), MAC’s transfer agent, in which you (a) request that MAC redeem all or a portion of your public shares for cash, and (b) identify yourself as the MAC holder of the public shares and provide your legal name, phone number and address; and

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(iii)

deliver your share certificates (if any) and other redemption forms (as applicable) to Continental physically or electronically through The Depository Trust Company.

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Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to           :           p.m., Eastern Time, on           , 2023 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem public shares regardless of whether or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, MAC will redeem such public shares for the Redemption Price. For illustrative purposes, as of           , 2023, this would have amounted to approximately $      per issued and outstanding public share.

If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for the Redemption Price and will no longer own public shares. See “The Extraordinary General Meeting of MAC Shareholders — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for the Redemption Price.

Notwithstanding the foregoing redemption rights, MAC’s Existing Governing Documents provide that a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash and such excess public shares would be converted into the merger consideration in connection with the Business Combination. There will be no redemption rights with respect to MAC’s warrants. In addition, Green Mountain Metals LLC (the “Sponsor”) has entered into a letter agreement (the “Sponsor IPO letter agreement”) with MAC pursuant to which Sponsor has agreed, in partial consideration of receiving its MAC Class B Ordinary Shares issued to the Sponsor and the initial shareholders (“Founder Shares”) and for the covenants and commitments of MAC therein, to waive their redemption rights with respect to their Founder Shares and any public shares the Sponsor or the initial shareholders may have acquired after MAC’s IPO in connection with the completion of the Business Combination.

The Share Sale Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus, including, among other things, the approval of the Transaction Proposals. There can be no assurance that the closing conditions will be satisfied or that the parties to the Share Sale Agreement would waive any such provision of the Share Sale Agreement. In addition, in no event will MAC redeem public shares in an amount that would cause MAC’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Share Sale Agreement, including the Merger and the Financing.

Your vote is very important.   Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker, or other nominee, you will need to follow the instructions provided to you by your bank, broker, or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting.

If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker, or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of the accompanying proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the accompanying proxy statement/prospectus carefully and in its entirety, including the Annexes hereto and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact           , MAC’s proxy solicitor, by calling            , or banks and brokers can call collect at           , or by emailing           .

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of Metals Acquisition Corp,

Neville Joseph Power
Chair

This proxy statement/prospectus is dated, and is first being mailed to shareholders of MAC on or about that date.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/​PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
                 

 

METALS ACQUISITION CORP

Century House, Ground Floor
Cricket Square, P.O. Box 2238
Grand Cayman KY1-1107, Cayman Islands
Tel: +817-698-9901

Dear Metals Acquisition Corp Shareholders:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “extraordinary general meeting”) of Metals Acquisition Corp, a Cayman Island exempted company (“MAC”), to be held online via live webcast, at    :    a.m., Eastern Time, on      , 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned. Due to public health concerns regarding the COVID-19 pandemic, and the importance of ensuring the health and safety of MAC directors, officers, employees and shareholders, MAC shareholders are encouraged to attend the extraordinary general meeting virtually via live webcast. To attend and participate in the extraordinary general meeting virtually, you must register at       , which is referred to in the accompanying proxy statement/prospectus as the MAC meeting website. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the extraordinary general meeting and to vote and submit questions during the extraordinary general meeting. For the purposes of the amended and restated memorandum and articles of association of MAC, the physical place of the meeting shall be at the offices of Paul Hastings LLP located at 200 Park Avenue, New York, NY 10166, United States of America.

At the extraordinary general meeting, our shareholders will be asked to consider and vote upon a proposal, which we refer to as the “Business Combination Proposal,” to authorize, approve and confirm, as an ordinary resolution, the entry into and the execution 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 may be further amended, supplemented, or otherwise modified from time to time, the “Share Sale Agreement”) by and among Metals Acquisition Limited, a private limited company newly incorporated under the laws of Jersey, Channel Islands (“MAC Limited”), MAC, Metals Acquisition Corp. (Australia) Pty Ltd, an Australian private company and wholly-owned subsidiary of MAC (“MAC-Sub”), and Glencore Operations Australia Pty Limited (“Glencore”), pursuant to which, among other things, MAC-Sub will acquire from Glencore 100% of the issued share capital of Cobar Management Pty. Limited (“CMPL”), which owns and operates the Cornish, Scottish and Australian underground copper mine (the “CSA Mine”) in Cobar, New South Wales, Australia, and consummate the transactions contemplated thereby (including the business combination (the “Business Combination”)). A copy of the Share Sale Agreement is attached to the accompanying proxy statement/prospectus as Annex A and Annex A-1.

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Share Sale Agreement and the Plan of Merger, the following transactions will occur:

(a)

Prior to the closing of the Business Combination (the “Closing”), MAC shall be merged with and into MAC Limited (the “Merger” and the effective time of the Merger, the “Effective Time”), with New MAC continuing as the surviving company.

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(b)

At the Effective Time, (i) each issued and outstanding MAC Class A Ordinary Share and MAC Class B Ordinary Share will be converted into one ordinary share, par value $0.0001 per share, of New MAC (“New MAC Ordinary Shares”), and (ii) each issued and outstanding whole warrant to purchase MAC Class A Ordinary Shares will be converted into one New MAC Ordinary Share at an exercise price of $11.50 per share (“New MAC Warrants”), subject to the same terms and conditions existing prior to such conversion.

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(c)

MAC-Sub will acquire from Glencore 100% of the issued share capital of CMPL. CMPL owns and operates the CSA Mine near Cobar, New South Wales, Australia.

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(d)

In consideration for the acquisition of CMPL, MAC and MAC-Sub will:

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(i)

pay at least US$775,000,000 (with the potential to be scaled up to US$875,000,000 depending on equity demand) to Glencore (subject to a customary closing accounts adjustment (including New MAC being liable for accounting fees in connection with the transaction) to reflect the working capital, net debt and tax liabilities of CMPL at the time of closing under the Share Sale Agreement (the “Closing”));

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(ii)

issue up to 10,000,000 New MAC Ordinary Shares (the “Rollover Shares”) to Glencore (having a value of up to US$100,000,000) with Glencore having the option to scale down the amount to US$0 subject to MAC raising sufficient equity (with any scale back to be reflected in the upfront cash payment scale-up, as set out in subsection (i));

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(iii)

pay US$75,000,000 as a deferred cash payment on the following terms:

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(A)

payable upon MAC’s listing on the Australian Securities Exchange (“ASX”) or undertaking any alternative equity raise (up to 50% of the net proceeds from the raise, capped at US$75 million);

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(B)

the unpaid balance of the US$75,000,000 will accrue interest at a rate equivalent to what MAC pays on the mezzanine subordinated term loan, set at SOFR plus a variable margin of 8-12% (which will be determined by reference to prevailing copper prices); and

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(C)

any residual (up to the US$75,000,000 plus applicable interest) not paid in cash by the date that is twelve (12) months after the Closing will be settled on the next business day through the issuance of additional New MAC Ordinary Shares at a 30% discount to the 20-trading day VWAP before the issuance (the “Equity Conversion Date”). If New MAC is listed on more than one exchange, the VWAP will be calculated by reference to the exchange with the largest volume (US$ equivalent) over the 20-trading day period before the Equity Conversion Date. If the New MAC Ordinary Shares cannot be issued to Glencore due to applicable law or the rules of any applicable stock exchange, Glencore, in its sole discretion, may delay the date for the issuance of the New MAC Ordinary Shares, noting that such right only delays the date for the issuance of the New MAC Ordinary Shares, which amount of New MAC Ordinary Shares will be set on the Equity Conversion Date;

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(iv)

pay US$150,000,000 in cash structured as two contingent payments (US$75,000,000 each) that are unsecured, fully subordinated and payable if, and only if, over the life of the CSA Mine, the average daily London Metal Exchange (“LME”) closing price is greater than:

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(A)

US$4.25/lb (US$9,370/mt) for any rolling 18-month period (commencing at Closing) (the “First Contingent Copper Payment”); and

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(B)

US$4.50/lb (US$9,920/mt) for any rolling 24-month period (commencing at Closing) (the “Second Contingent Copper Payment”);

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The First Contingent Copper Payment and the Second Contingent Copper Payment will be payable as soon as the applicable payment trigger milestone has been achieved. However, if one or both of the milestones are met in the first three years post-Closing, the payment will only be made to the extent it does not constitute a breach of New MAC’s finance facilities in place at the Closing. To the extent payment would constitute a breach of the relevant facilities, New MAC will be subject to an obligation to use best endeavors to obtain the consent of all financiers for the payment to be made during the three-year window. For the avoidance of doubt, New MAC will be obligated to make the payments on the earlier of the first business day following (i) the refinancing of its senior debt, and (ii) the third anniversary of the Closing (being maturity of the senior debt), to the extent that First Contingent Copper Payment and/or Second Contingent Copper Payment has been triggered but not paid during the first three years post-Closing; and

 

 

(vi)

grant Glencore the right to appoint one director to the New MAC board of directors (the “New MAC Board”) for every 10% of New MAC Ordinary Shares that Glencore beneficially owns.

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The Share Sale Agreement also includes additional provisions to reflect that MAC, New MAC and MAC-Sub have provided a broad indemnity in favor of members of the Glencore corporate group, together with its directors, officers and employees from liability (excluding fraud) in connection with any offering document, proxy statement (including this Registration Statement on Form F-4, including a preliminary and definitive proxy statement/prospectus and any amendments thereto) prepared, filed and/or lodged with the SEC, a governmental agency and/or any stock exchange in connection with the acquisition by MAC-Sub of the CSA Mine.

Concurrently with the Closing, a Royalty Deed between New MAC, Glencore and CMPL will become effective (the “Royalty Deed”), pursuant to which CMPL will be required, on a quarterly basis to pay to Glencore a royalty equal to 1.5% of Net Smelter Returns (as defined in the Royalty Deed) and grant security interests created as a result of the Royalty Deed. Net Smelter Returns are equal to the gross revenue minus permitted deductions for all marketable and metal-bearing copper material, in whatever form or state, that is mined, produced, extracted or otherwise recovered from the Royalty Area (as defined in the Royalty Deed). Glencore has the right to transfer its interest in the Royalty Deed (subject to limited restrictions, and subject to a right of last refusal granted to CMPL) and the security created as a result of the Royalty Deed. A copy of the Royalty Deed is attached to the accompanying proxy statement/prospectus as Annex F.

Concurrently with the Closing, CMPL and Glencore International AG (“GIAG”) will enter into the Offtake Agreement. The Offtake Agreement is a life-of-mine offtake obligation, pursuant to which CMPL is committed to selling all Material to GIAG, and GIAG is committed to buying all Material, being all material and minerals in the form of copper concentrate produced from or processed at the CSA Mine and specified exploration licenses held by CMPL. A copy of the Offtake Agreement is attached to the accompanying proxy statement/prospectus as Annex E.

At Closing, MAC-Sub will acquire from Glencore 100% of the issued share capital of CMPL. CMPL owns and operates the CSA Mine near Cobar, New South Wales, Australia. After Closing, the business of CMPL will continue to operate through CMPL, and CMPL will be held by MAC-Sub. New MAC’s only direct assets will consist of equity interests in MAC-Sub. For a diagram showing the expected post-closing corporate structure, please see the section entitled “The Share Sale Agreement — Organizational Structure” on page 126 of the accompanying proxy statement/prospectus.

Financing for the Business Combination

The US$775 million initial cash purchase price (with the potential to be scaled up to US$875 million depending on equity demand) and associated US$31 million of transaction costs totaling US$806 million is currently anticipated to be financed through a combination of (i) debt facilities (the “Debt Facilities”) consisting of (a) a US$205 million acquisition term loan as part of a larger syndicated senior secured debt facility from Citibank N.A., Sydney Branch (“Citi Debt”), Bank of Montreal, National Bank of Canada and Bank of Nova Scotia (the “Senior Facilities”) and (b) a US$135 million mezzanine debt facility led by Sprott Resource Lending Corp. (“Sprott”) (the “Mezz Facility”); (ii) a US$75 million long term silver purchase and sales agreement (the “Silver Stream”) with Osisko Bermuda Limited (“Osisko”) (with the potential for an additional US$15 million if the average silver price is above a certain threshold); (iii) to the extent available, US$266 million cash in trust (subject to share redemptions); (iv) an expected $100 million redemptions backstop facility (the “Redemptions Backstop Facility”), consisting of a pro rata split between a US$75 million copper streaming agreement (the “Copper Stream”) and associated US$25 million equity subscription; and (iv) proceeds from at least $126 million of private equity placements (the “PIPE Financing”) (collectively, the “Financing”). If we are unable to finalize the Debt Facilities, the Silver Stream or the Redemptions Backstop Facility, to successfully raise sufficient PIPE Financing, or if redemptions (meaning the redemption of public shares for cash pursuant to the Existing Governing Documents) are higher than our assumption, then we would need to seek additional sources of financing or we would not be able to fund the consideration for the Business Combination.

 

 

The Financing, as described above and throughout the balance of this proxy statement/prospectus reflect intentions as of the date of this proxy statement/prospectus. The various Financing commitments, in particular those relating to the Senior Facilities, the Mezz Facility, the Silver Stream and the Redemptions Backstop Facility represent conditional commitments and are subject to change until such time as definitive binding documents for the entirety of the Financing are entered into. The relevant amounts, timing and conditions of the final Financing may vary depending on a number of factors, including the prevailing business environment.

It is anticipated that, upon completion of the Business Combination, our Sponsor and its affiliates will own approximately    %, Glencore will own approximately    %, the PIPE Investors and our public shareholders will own approximately    %, respectively, of the issued and outstanding New MAC Ordinary Shares, the PIPE Investors (other than the Sponsor’s affiliates) will own approximately    % of the issued and outstanding New MAC Ordinary Shares. These percentages are calculated based on a number of assumptions and are subject to adjustment in accordance with the terms of the Share Sale Agreement. These relative percentages assume that none of MAC’s existing shareholders exercise their redemption rights. These percentages do not include any transactions that may be entered into after the date hereof or any exercise or conversion of the New MAC Warrants. If any of MAC’s public shareholders exercise redemption rights, or any of the other assumptions are not true, these percentages will be different. You should read “Summary of the Proxy Statement/Prospectus — Ownership of New MAC Upon Completion of the Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

In addition to the Business Combination Proposal, you will also be asked to consider and vote upon: (a) subject to the approval and adoption of the Business Combination Proposal, a proposal, as a special resolution, to authorize, approve and confirm the plan of merger (the “Plan of Merger”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, in relation to Merger (the “Merger Proposal”) pursuant to which MAC will be merged with and into New MAC (the “Merger”), with MAC Limited continuing as the surviving company (MAC Limited following the Merger is referred to as “New MAC”) and CMPL being an indirect subsidiary of New MAC, to authorize MAC to enter into the Plan of Merger, and to authorize MAC to merge with and into MAC Limited, with MAC Limited continuing as the surviving company, so that all the undertaking, property and liabilities of MAC vest in the surviving company by virtue of such merger pursuant to the provisions of Part XVI of the Companies Act; (b) assuming the Business Combination Proposal and the Merger Proposal are approved, three separate proposals (collectively, the “Governing Documents Proposals”) to approve, by ordinary resolution, certain material differences between the amended and restated memorandum of association of New MAC to be in effect following the Business Combination, a copy of which is attached to the accompanying proxy statement/​prospectus as Annex C (together, the “Proposed Governing Documents”), and the existing amended and restated memorandum and articles of association of MAC (together, the “Existing Governing Documents”); and (c) a proposal, as an ordinary resolution, to adjourn the extraordinary general meeting to a later date or dates, if necessary, for one or more of the Adjournment Purposes (as defined below), which is referred to herein as the “Adjournment Proposal.” Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

The Adjournment Proposal provides for a vote to adjourn the extraordinary general meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to MAC shareholders or (ii) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more of the proposals at the extraordinary general meeting (clause (i) and (ii), collectively the “Adjournment Purposes”). In no event, however, will we redeem MAC Class A Ordinary Shares in an amount that would cause our net tangible assets to be less than $5,000,001.

In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the closing of the Business Combination, including subscription agreements in connection with the PIPE Financing, the Royalty Deed, the Offtake Agreement, and the A&R Registration Rights Agreement (each as defined in the accompanying proxy statement/prospectus). See “Certain Agreements Related to the Business Combination” in the accompanying proxy statement/prospectus for more information.

 

 

Under the Share Sale Agreement, the closing of the Business Combination is subject to a number of customary closing conditions, including (i) MAC obtaining approval in accordance with the Foreign Acquisitions and Takeovers Act 1975 (Cth) to acquire CMPL and Glencore obtaining approval in accordance with the Foreign Acquisitions and Takeovers Act 1975 (Cth) to hold more than 10% of New MAC following closing, (ii) MAC having at least $5,000,001 of net tangible assets following the exercise by the holders of the MAC Class A Ordinary Shares issued in MAC’s IPO of securities and outstanding immediately before the Effective Time of their right to redeem their MAC Class A Ordinary Shares in accordance with the Existing Governing Documents, (iii) the absence of any material adverse effect, and (iv) MAC shareholders having approved the Business Combination Proposal and each of the other proposals presented to MAC shareholders in this proxy statement/prospectus. If any of the conditions to Glencore’s obligation to consummate the Business Combination are not satisfied, then Glencore will not be required to consummate the Business Combination.

The MAC Class A Ordinary Shares and MAC’s warrants and units are currently listed on the New York Stock Exchange (the “NYSE”) under the symbols “MTAL”, “MTAL.WS” and “MTAL.U”, respectively. New MAC intends to apply to list its New MAC Ordinary Shares and warrants on the NYSE under the symbols “MTAL” and “MTAL.WS”, respectively, in connection with the closing of the Business Combination. We cannot assure you that the New MAC Ordinary Shares or its warrants will be approved for listing on the NYSE. Within the six months following the consummation of the Business Combination, New MAC expects to pursue a dual-listing on the ASX, subject to market conditions. In connection with such listing, New MAC may issue additional equity securities. No certainty can be provided as to the timing of any such listing or offering or whether either will be ultimately successful. Each of MAC and MAC Limited is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 is, and consequently, following the Business Combination, New MAC will be an “emerging growth company”. As such, New MAC has elected to comply with certain reduced public company reporting requirements.

Pursuant to the Existing Governing Documents, a MAC shareholder may request that MAC redeem all or a portion of such public shares for cash in connection with any vote on the Business Combination. Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company (“Continental”), MAC’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address to Continental in order to validly redeem its shares. MAC shareholders may elect to redeem their public shares even if they vote “FOR” the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, or bank. If the Business Combination is consummated, and if a MAC shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its share certificates (if any) and other redemption forms to Continental, MAC will redeem such public shares (or portion thereof, as applicable) for per share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to MAC to pay its taxes, divided by the number of then issued public shares (such redemption price being referred to herein as the “Redemption Price”). For illustrative purposes, as of           , 2023, based on funds contained in the Trust Account of approximately $      million, this would have amounted to approximately $      per issued and outstanding public share. If a MAC shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. See “The Extraordinary General Meeting of MAC — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for the Redemption Price. Notwithstanding the foregoing, a MAC shareholder, together with any affiliate of such public shareholder or any other person with whom such MAC shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a MAC shareholder, alone or acting in concert or as a group, seeks to redeem more

 

 

than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash and such excess public shares would be converted into the merger consideration in connection with the Business Combination.

The Sponsor, which directly owns 6,628,695 Class B Ordinary Shares of MAC, and the initial shareholders (which indirectly own a portion of such shares), have agreed pursuant to that certain Sponsor Letter Agreement, dated as of July 28, 2021 (the “Sponsor Letter Agreement”) to, among other things, (i) vote in favor of the Share Sale Agreement and the transactions contemplated thereby (including any material differences between the Existing Governing Documents and the Proposed Governing Documents) and (ii) not redeem any Ordinary Shares owned by the Sponsor or the initial shareholders in connection with such shareholder approval in connection with the Business Combination, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES (OR A SPECIFIED PORTION OF THEM) ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO CONTINENTAL, MAC’S TRANSFER AGENT, AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER, AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO CONTINENTAL OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

In addition, if the Business Combination is consummated, New MAC, the Sponsor and certain other shareholders of Glencore will enter into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”), which will amend and restate in its entirety MAC’s existing Registration Rights Agreement, dated as of July 28, 2021, by and among MAC, the Sponsor and certain other holders (the “Registration Rights Agreement”), as of the Closing. As a result, the Sponsor, such holders and Glencore party thereto holding at least 15% of the then-outstanding registrable securities will be able to make a written demand for registration under the Securities Act of all or a portion of their registrable securities, subject to certain limitations. Any such demand may be in the form of an underwritten offering, it being understood that, subject to certain exceptions, New MAC shall not be required to conduct more than an aggregate total of three underwritten offerings. In addition, the holders of registrable securities will have “piggy-back” registration rights to include their securities in other registration statements filed by New MAC subsequent to the Closing. New MAC has also agreed to file with the SEC a resale shelf registration statement covering the resale of all registrable securities within 30 days of the Closing, to be declared effective within 60 days of the Closing (subject to certain exceptions). See “Certain Agreements Related to the Business Combination — Amended and Restated Registration Rights Agreement” in the accompanying proxy statement/prospectus for more information related to the A&R Registration Rights Agreement.

We are providing the accompanying proxy statement/prospectus and accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments or postponements of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all MAC shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes thereto and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 54 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of MAC has approved the Share Sale Agreement and the transactions contemplated thereby, including the Merger, and recommends that shareholders (i) vote “FOR” the Business Combination Proposal, (ii) vote “FOR” the Merger Proposal, (iii) vote “FOR” each of the

 

 

Governing Documents Proposals and (iv) vote “FOR” the Adjournment Proposal. When you consider the recommendation of these proposals by the board of directors of MAC, you should keep in mind that

MAC’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “The Business Combination Proposal — Interests of MAC’s Directors and Executive Officers in the Business Combination” and “Risk Factors — Risks Relating to MAC and the Business Combination — Our Sponsor, certain members of our board of directors and our officers have interests in the Business Combination that may conflict with those of other shareholders in recommending that shareholders vote in favor of approval of the Business Combination and the other proposals described in this proxy statement/ prospectus” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of the Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds (2/3) of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The approval of each of the Business Combination Proposal, Governing Documents Proposals, and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Business Combination Proposal, the Merger Proposal and the Governing Documents Proposals are conditioned on each other, and MAC will not complete the Business Combination unless all three are approved.

Your vote is very important.    Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker, or other nominee, you will need to follow the instructions provided to you by your bank, broker, or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting.

If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker, or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. Accordingly, your failure to vote by proxy or to vote in person at the extraordinary general meeting, an abstention from voting or a broker non-vote will have no effect on the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposals. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

On behalf of the MAC Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

           , 2023

Sincerely,

Neville Joseph Power
Chair

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated           , 2023 and is first being mailed to shareholders on or about           , 2023.

 

 

 

 

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”), by Metals Acquisition Limited (“New MAC”) (File No. 333-      ), constitutes a prospectus of New MAC under Section 5 of the Securities Act of 1933, as amended, with respect to the New MAC Ordinary Shares (as defined below) to be issued to Metals Acquisition Corp (“MAC”) shareholders, as well as the warrants to acquire New MAC Ordinary Shares to be issued to MAC warrantholders if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the extraordinary general meeting of MAC shareholders at which MAC shareholders will be asked to consider and vote upon, as an ordinary resolution, a proposal to approve the entry into and execution of the Share Sale Agreement and approve the transactions contemplated thereby, including the Business Combination, among other matters.

CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires, “$,” “US$” and “U.S. dollar” each refer to the United States dollar.

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires:

•

the term “CMPL” refers to Cobar Management Pty. Limited, a wholly-owned subsidiary of Glencore Operations Australia Pty Limited, an Australian private company (“Glencore”), being itself an indirect wholly owned subsidiary of Glencore plc;

​

•

the term “MAC” refers to Metals Acquisition Corp, a Cayman Island exempted company;

​

•

the term “MAC Limited” refers to Metals Acquisition Limited, a newly incorporated Jersey, Channel Islands public company with limited liability; and

​

•

the term “New MAC” refers to MAC Limited as the surviving company following the merger of MAC with and into MAC Limited.

​

All references to “we,” “us” or “our” refer to MAC, unless the context otherwise requires or as specified in certain sections or subsections of this proxy statement/prospectus, including, “Risk Factors”, as indicated therein, in which case, “we,” “us,” or “our” refer to CMPL prior to the consummation of the Business Combination, which will be the business of New MAC and any subsidiaries following the consummation of the Business Combination.

In this proxy statement/prospectus:

“2023 Plans” means the Incentive Plan, ESPP and DSU Plan, collectively.

“Adjournment Proposal” means a proposal to adjourn the extraordinary general meeting of the shareholders of MAC to a later date or dates, if necessary, (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to MAC shareholders or (ii) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for vote at such extraordinary general meeting.

“A&R Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement, to be entered into by New MAC, the Sponsor, Glencore and certain owners of equity interests in MAC concurrently with the Closing, pursuant to which that certain Registration Rights Agreement, dated as of July 28, 2021, shall be amended and restated in its entirety, as of the Closing.

“Ag” means silver.

“Articles” means the amended and restated memorandum and articles of association of New MAC that will be in effect upon the Closing of the Business Combination.

 

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“ASX” means the Australian Securities Exchange operated by ASX Limited.

“broker non-vote” means the failure of an MAC shareholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination” means the Merger and the other transactions contemplated by the Share Sale Agreement, collectively, including the Financings.

“Business Combination Proposal” means the proposal to approve the adoption of the Share Sale Agreement and such acquisitions and other transactions as contemplated thereby.

“Citi” means Citigroup Global Markets Inc.

“Citi Debt” means Citibank, N.A., Sydney Branch.

“Closing” means the consummation of the Business Combination, including the transactions contemplated by the Share Sale Agreement.

“COBO consent” means Control of Borrowing (Jersey) Order 1958.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Companies Act” means the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time.

“Condition Precedent Proposals” means the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposals.

“Continental” refers to Continental Stock Transfer & Trust Company.

“Copper Stream” means the copper streaming agreement to be entered into with Osisko in connection with the Redemption Backstop Facility.

“COVID-19” or the “COVID-19 pandemic” means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or other epidemics, pandemics or disease outbreaks.

“CSA Mine” means the Cornish, Scottish and Australian underground copper mine near Cobar, New South Wales, Australia.

“Cu” means copper.

“DSU Plan” means the 2023 Non-Employee Directors Deferred Unit Plan.

“EBITDA” means earnings before interest, taxes, depreciation and amortization.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Governing Documents” means the amended and restated memorandum and articles of association of MAC.

“extraordinary general meeting” means the extraordinary general meeting of MAC to be held online via live webcast, at   :   a.m., Eastern Time, on            , 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned. The physical place of the meeting means the offices of Paul Hastings LLP located at 200 Park Avenue, New York, NY 10166, United States of America.

“Effective Time” means the time at which the Merger becomes effective.

“ESPP” means the 2023 Employee Stock Purchase Plan.

“FATA” means Australia’s Foreign Investment and Takeovers Act 1975 (Cth).

“Founder Shares” means the MAC Class B Ordinary Shares.

 

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“GAH” means Glenore Australia Holdings Pty Limited (Australian Treasury).

“GIAG” means Glencore International AG.

“Governing Documents Proposals” means the three separate sub-Governing Documents Proposals set forth in “The Governing Documents Proposals.”

“IFRS” means International Financial Reporting Standards, as issued by the International Accounting Standards Board.

“Incentive Plan” means the 2023 Long-Term Incentive Plan.

“Indicated Mineral Resources” means that part of a Mineral Resource for which quantity, grade (or quality), densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. The nature, quality, amount and distribution of data are such as to allow confident interpretation of the geological framework and to assume continuity of mineralization. An Indicated Mineral Resource may be converted to a probable Ore Reserve.

“Inferred Mineral Resources” means that part of a Mineral Resource for which quantity and grade (or quality), are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply, but not to verify, geological and grade (or quality) continuity. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. Confidence in the estimate of Inferred Mineral Resources is not sufficient to allow the application of technical and economic parameters to be used for detailed planning studies. An Inferred Mineral Resource must not be converted to an Ore Reserve. While it is reasonably expected that the majority of an Inferred Mineral Resource could be upgraded to an Indicated Mineral Resource with further drilling or exploration data, there is no certainty that this will be the case.

“initial shareholders” means certain of MAC’s officers and directors that are principals of the Sponsor and which indirectly hold the Founder Shares through their holdings of Class B units in the Sponsor, which entitle them to an equivalent number of New MAC Ordinary Shares upon distribution.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means MAC’s initial public offering of units, consummated on August 2, 2021.

“MAC Class A Ordinary Shares” means MAC’s Class A ordinary shares, par value $0.0001 per share.

“MAC Class B Ordinary Shares” means MAC’s Class B ordinary shares, par value $0.0001 per share.

“MAC Ordinary Shares” means the MAC Class A Ordinary Shares and the MAC Class B Ordinary Shares.

“MAC shareholders” means the holders of MAC Ordinary Shares.

“MAC Warrants” means the public warrants and the private placement warrants.

“MAC warrantholders” means holders of the public warrants and the private placement warrants.

“management” or our “management team” means the officers of MAC.

“Material” means all copper concentrate produced by CMPL that is derived from Minerals within the Mining Tenements, produced by the Operations or produced or derived from any ore, minerals or concentrates

 

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which are inputted to and/or processed through the Plant (including any ore, minerals or concentrate produced or derived from any mining lease that is not the Mining Tenements) or as further set out in Clause 4 of the Offtake Agreement.

“Measured Mineral Resources” means that part of a Mineral Resource for which quantity, grade (or quality), densities, shape and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit. The nature, quality, amount and distribution of data are such as to leave no reasonable doubt that the tonnage and grade of mineralization can be estimated to within close limits and that any variations from the estimate would be unlikely to significantly affect potential economic viability. A Measured Mineral Resource may be converted to a proven Ore Reserve (or to a probable Ore Reserve where circumstances other than geological confidence suggest that a lower confidence level is appropriate).

“Merger” means the merger of MAC with and into MAC Limited, with MAC Limited continuing as the surviving company pursuant to the Plan of Merger.

“Merger Proposal” means a proposal by special resolution to approve the Plan of Merger, to authorize MAC to enter into the Plan of Merger, and to authorize MAC to merge with and into MAC Limited, with MAC Limited continuing as the surviving company, so that all the undertaking, property and liabilities of MAC vest in the surviving company by virtue of such merger pursuant to the provisions of Part XVI of the Companies Act.

“Mezz Facility” means the US$135 million mezzanine debt facility led by Sprott.

“Mineral Resources” means a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such a form, grade (or quality) and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade (or quality), continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.

“Modifying Factors” has the meaning given to it in the JORC Code.

“mt” means metric tonne.

“NYSE” means The New York Stock Exchange.

“New MAC Board” means the New MAC board of directors.

“New MAC Financing Warrants” means the warrants to purchase New MAC Ordinary Shares to be issued to Sprott under the Mezz Facility.

“New MAC Ordinary Shares” means the ordinary shares, par value $0.0001 per share, of New MAC.

“New MAC Warrants” means the warrants, issued by MAC, to acquire MAC Class A Ordinary Shares that are outstanding immediately prior to the Effective Time, as converted in the Merger such that they represent the right to acquire the same number of New MAC Ordinary Shares, at the same exercise price and on the same terms as in effect immediately prior to the Effective Time.

“Offtake Agreement” means a life-of-mine offtake obligation, a copy of which is attached as Annex E, to commit CMPL to sell to GIAG all Material, and to commit GIAG to buy all Material, being all material and minerals in the form of concentrate produced from or processed at the CSA Mine and specified exploration licenses held by CMPL.

“Ore Reserve” means the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses which may occur when the material is mined or extracted and is defined by studies at Pre-Feasibility or Feasibility level that include application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified.

“PCAOB” means the Public Company Accounting Oversight Board.

 

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“PIPE Financing” means the contemplated private placement of New MAC Ordinary Shares to fund a portion of the consideration for the Business Combination.

“PIPE Investors” means the investors participating in the PIPE Financing, collectively.

“Plan of Merger” means the plan of merger, a copy of which is attached as Annex B, pursuant to which MAC will be merged with and into MAC Limited, following which New MAC will be the surviving company.

“private placement warrants” means the warrants to purchase MAC Class A Ordinary Shares purchased by the Sponsor (i) in a private placement in connection with the IPO (ii) on September 3, 2021 simultaneously with the underwriters’ partial exercise of their over-allotment and (iii) upon conversion of that certain Working Capital Note, dated April 13, 2022.

“Probable Reserves” means the economically mineable part of an indicated and, in some cases, a measured mineral resource.

“Proposed Governing Documents” means the Articles of New MAC to be in effect following the Business Combination, a copy of which is attached as Annex C.

“Proven Reserves” means the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource.

“prospectus” means the prospectus included in the Registration Statement on Form F-4 (Registration No. 333-       ) filed with the SEC.

“public shares” means MAC Class A Ordinary Shares included in the units sold by MAC in its IPO.

“public shareholders” means the holders of MAC Class A Ordinary Shares.

“public warrants” means the warrants included in the units sold in MAC’s IPO, each of which is exercisable for one MAC Class A Ordinary Share, in accordance with its terms.

“redemption” means the redemption of public shares for cash pursuant to the Existing Governing Documents.

“Redemptions Backstop Facility” means the up to US$100 million backstop facility provided by Osisko, US$75 million Copper Stream and US$25 million equity subscription, drawable, in whole or in part, at MAC’s sole discretion following completion of redemptions on a pro-rata basis between the Copper Stream and equity subscription.

“registrable securities” means, collectively, (a) the Founder Shares, (b) the private placement warrants (including any New MAC Ordinary Shares issued or issuable upon the exercise of the private placement warrants), (c) any outstanding New MAC Ordinary Shares or any other equity security (including the New MAC Ordinary Shares issued or issuable upon the exercise of any other equity security) of New MAC held by a party to the A&R Rights Agreement, (d) any equity securities (including the New MAC Ordinary Shares issued or issuable upon the exercise of any such equity security) of New MAC issuable upon conversion of any working capital loans in an amount up to $1,500,000 made to New MAC by a party to the A&R Rights Agreement (including the Working Capital Warrants and any New MAC Ordinary Shares issued or issuable upon the exercise of the Working Capital Warrants) and (e) any other equity security of New MAC issued or issuable with respect to any such New MAC Ordinary Share by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization.

“Reserve” means an estimate of tonnage and grade or quality of Indicated and Measured Mineral Resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.

“Resource” means “Resource” as defined in the JORC Code.

 

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“Rollover Shares” means the up to 10,000,000 New MAC Ordinary Shares that New MAC will issue to Glencore pursuant to the Share Sale Agreement.

“Royalty Area” means the area within the boundaries of the Tenements, meaning (a) the mining and exploration tenements (being the leases, licenses, claims, permits, and other authorities) and mining and exploration tenement applications listed in Schedule 1 (whether registered or applied for) in each case as may be renewed, extended, substituted, replaced (including where an exploration license is replaced by a mining or other tenement with production rights) or consolidated; and (b) any other mining tenement, lease, license, claim, permit or authority applied for or granted wholly or partly in respect of the whole or any part of the area which is the subject, as at the Effective Date, of any of the mining or exploration tenements listed in Schedule 1 that is at any time held, or an interest in which is at any time held, by the Grantor or any of its Related Bodies Corporate at the date on which the completion of the sale and purchase of the Shares in accordance with clause 8 of the Share Sale Agreement.

“Royalty Deed” means the deed between New MAC, Glencore and CMPL, a copy of which is attached as Annex F, under which CMPL will be required, on a quarterly basis to pay to Glencore a royalty equal to 1.5% of Net Smelter Returns and grant security interests created as a result of the Royalty Deed. Net Smelter Returns are equal to the gross revenue minus permitted deductions for all marketable and metal-bearing copper material, in whatever form or state, that is mined, produced, extracted or otherwise recovered from the Royalty Area. Glencore has the right to transfer its interest in the Royalty Deed (subject to limited restrictions, and subject to a right of last refusal granted to CMPL) and the security created as a result of the Royalty Deed.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Facilities” means senior secured debt facility that MAC-Sub can draw down on for various purposes provided for in the SFA as part of the Debt Facilities.

“Senior Lenders” means Citi Debt, Bank of Montreal, National Bank of Canada and Bank of Nova Scotia, collectively.

“SFA” means the syndicated facilities agreement that the Senior Lenders and other parties are anticipated to enter into in order to provide a senior syndicate loan facility to MAC-Sub.

“Share Sale Agreement” means the Share Sale Agreement, a copy of which is attached as Annex A, entered into on March 17, 2022, by and among MAC Limited, MAC, MAC-Sub and Glencore, as amended by the Deed of Consent and Covenant, dated as of November 22, 2022, a copy of which is attached as Annex A-1, as may be amended from time to time.

“Silver Stream” means the up to US$90 million silver streaming agreement to be entered into with Osisko.

“Sponsor” means Green Mountain Metals LLC, a Cayman Islands limited liability company.

“Sponsor Letter Agreement” means the letter agreement, dated as of July 28, 2021, by and among Sponsor, the initial shareholders and MAC pursuant to which the parties agreed to vote all of their Founder Shares in favor of the Business Combination and related transactions and to take certain other actions in support of the Share Sale Agreement and related transactions.

“Technical Report” means an independent technical review and independent technical report summary in accordance with SEC Regulation S-K Technical Report Summary requirements, to accompany the SEC filing for the information of MAC’s shareholders.

“Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) or Rule 163B of the Securities Act.

“Transaction Proposals” means the Business Combination Proposal, the Merger Proposal, the Governing Documents Proposals and the Adjournment Proposal.

 

6

 

“transfer agent” means Continental, MAC’s transfer agent.

“Trust Account” means the Trust Account that holds a portion of the proceeds of the IPO and the concurrent sale of the private placement warrants.

“units” means the 26,514,780 units issued in connection with the IPO, each of which consisted of one MAC Class A Ordinary Share and one-third of one redeemable public warrant.

“U.S. GAAP” means United States generally accepted accounting principles.

“VWAP” means volume-weighted average price.

 

7

 

 

•

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the Business Combination;

​

•

the risks associated with cyclical demand for CMPL’s products and vulnerability to industry downturns and regional, national or global downturns;

​

•

fluctuations in CMPL’s revenue and operating results;

​

•

fluctuations and volatility in commodity prices and foreign exchange rates;

​

•

unfavorable conditions or further disruptions in the capital and credit markets and CMPL’s or New MAC’s ability to obtain additional capital on commercially reasonable terms;

​

•

competition from existing and new competitors;

​

•

CMPL’s ability to integrate any businesses it acquires;

​

•

CMPL’s dependence on third-party contractors to provide various services;

​

•

compliance with and liabilities related to environmental, health and safety laws, regulations and other regulations, including those related to climate change, including changes to such laws, regulations and other requirements;

​

•

climate change;

​

•

changes in U.S., Australian or other foreign tax laws;

​

•

the amount of redemptions made by public shareholders;

​

•

increases in costs, disruption of supply, or shortages of materials;

​

•

general economic or political conditions; and

​

•

other factors detailed under the section entitled “Risk Factors” herein.

​

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Before a shareholder grants its proxy or instructs how its votes should be cast or vote on the proposals set forth in this proxy statement/prospectus, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect MAC or CMPL.

 

9

 

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to MAC shareholders. We urge our shareholders to read carefully this entire proxy statement/prospectus, including the financial statements and annexes and other documents referred to herein.

Q:

Why am I receiving this proxy statement/prospectus?

​

A:

MAC shareholders are being asked to consider and vote upon, among other proposals, as an ordinary resolution, a proposal to approve the entry into and execution of the Share Sale Agreement and approve the transactions contemplated thereby, including the Business Combination. In accordance with the terms and subject to the conditions of the Plan of Merger and the Share Sale Agreement, (i) prior to the Closing Date, MAC shall be merged with and into MAC Limited, with New MAC continuing as the surviving company and (ii) on the Closing Date, MAC-Sub will acquire 100% of the issued share capital of CMPL from Glencore, resulting in CMPL becoming a direct subsidiary of MAC-Sub and an indirect subsidiary of New MAC as a result thereof.

​

A copy of the Share Sale Agreement is attached to this proxy statement/prospectus as Annex A and Annex A-1 and a copy of the Plan of Merger is attached to this proxy statement/prospectus as Annex B and you are encouraged to read each in its entirety. This proxy statement/prospectus includes descriptions of the Share Sale Agreement and the Plan of Merger and particular provisions therein. These descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the applicable agreement.

The approval of each of the Business Combination Proposal, the Adjournment Proposal, and the Governing Documents Proposals requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting, and the Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least a two-thirds (2/3) of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

MAC’s Class A Ordinary Shares and public warrants are currently listed on the NYSE under the symbols “MTAL” and “MTAL.WS”, respectively. Certain of MAC Class A Ordinary Shares and public warrants currently trade as units consisting of one MAC Class A Ordinary Share and one-third of one redeemable warrant, and are listed on the NYSE under the symbol “MTAL.U”. New MAC intends to apply for listing under the name “Metals Acquisition Limited” to be effective at the time of the consummation of the Business Combination, of the New MAC Ordinary Shares and New MAC Warrants on the NYSE. New MAC will not have units traded following consummation of the Business Combination.

Within the six months following the consummation of the Business Combination, New MAC expects to pursue a dual-listing on the ASX, subject to market conditions. In connection with such listing, New MAC may issue additional equity securities. No certainty can be provided as to the timing of any such listing or offering or whether either will be ultimately successful.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the extraordinary general meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of New MAC with respect to the New MAC Ordinary Shares it will issue in the proposed Business Combination and the New MAC Warrants.

YOUR VOTE IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/​PROSPECTUS.

 

10

 

Q:

What matters will shareholders consider at the extraordinary general meeting?

​

A:

At the MAC extraordinary general meeting of shareholders, MAC will ask its shareholders to consider and vote “FOR” each of the following proposals:

​

•

The Business Combination Proposal — as an ordinary resolution, that the entry into and execution of the Share Sale Agreement and the transactions contemplated thereby, including the Business Combination, be authorized, approved and confirmed in all respects;

​

•

The Merger Proposal — subject to the approval and adoption of the Business Combination Proposal, as a special resolution, that the Plan of Merger be authorized, approved and confirmed in all respects;

​

•

The Governing Documents Proposals — three separate proposals by ordinary resolution to approve material differences between the Proposed Governing Documents and the Existing Governing Documents; and

​

•

The Adjournment Proposal — as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates, (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to MAC shareholders or (ii) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting be approved.

​

If any of the Business Combination Proposal, the Merger Proposal, or the Governing Documents Proposals (collectively, the “Condition Precedent Proposals”) are not approved, MAC will not complete the Business Combination.

For more information, please see “The Business Combination Proposal,” “The Merger Proposal,” “The Governing Documents Proposals” and “The Adjournment Proposal.”

MAC will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of MAC should read it carefully and in its entirety.

Q:

What differences will there be between the Proposed Governing Documents and the Existing Organizational Documents that shareholders will consider at the extraordinary general meeting?

​

A:

MAC’s Existing Governing Documents will effectively be replaced by the Proposed Governing Documents of New MAC given that MAC shareholders will, effective as of the consummation of the Business Combination (and assuming such shareholders do not redeem their MAC Class A Ordinary Shares) hold New MAC Ordinary Shares subject to the Proposed Governing Documents. MAC’s shareholders are asked to consider and vote upon and to approve by ordinary resolution three separate proposals in connection with the material differences between of the Existing Governing Documents and the Proposed Governing Documents:

​

 

11

 

Q:

Are any of the proposals conditioned on one another?

​

A:

Yes. The Business Combination Proposal, the Merger Proposal and the Governing Documents Proposals are conditioned on each other, and MAC will not complete the Business Combination unless all three are approved. If MAC does not consummate the Business Combination and fails to complete an initial business combination by August 2, 2023, MAC will be required to liquidate and dissolve.

​

Q:

Why is MAC proposing the Business Combination Proposal?

​

A:

MAC is a blank check company incorporated on March 11, 2021 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify and acquire a business or businesses that can benefit from our management team’s established global relationships and operating experience. MAC is not permitted under the Existing Governing Documents to effect a business combination with a blank check company or a similar type of company with nominal operations. MAC has identified several general criteria and guidelines it believes are important in analyzing prospective target businesses for a business combination for evaluating acquisition opportunities. MAC has sought a target that it believes:

​

•

has a strong track record of environmental stewardship with strong engagement with local stakeholders while operating under regulatory requirements;

​

•

are assets in a high quality, stable mining jurisdiction;

​

•

is or can be well positioned on the global cost curve within a relatively short period of time of the Business Combination;

​

•

has strong organic growth potential that can be achieved through optimization of the existing business, additional capital spend and through mergers with nearby assets to realize operational synergies;

​

•

can benefit from MAC’s management team’s operational abilities to run it more efficiently; and

​

 

12

 

•

can utilize access to the public equity markets to enhance its ability to secure capital that it otherwise would not have access to;

​

Based on its due diligence investigations of CMPL and the industry in which it operates, including the financial and other information provided by CMPL in the course of negotiations, the MAC Board believes that CMPL meets the criteria and guidelines listed above. However, there is no assurance of this. See “The Business Combination Proposal — MAC Board’s Reasons for Approval of the Business Combination.”

Although the MAC Board believes that the Business Combination presents an attractive business combination opportunity and is in the best interests of MAC and MAC shareholders, the MAC Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the sections entitled “The Business Combination Proposal — MAC Board’s Reasons for Approval of the Business Combination”, “Risk Factors — Risks Relating to CMPL’s Business and Industry”, “Risk Factors — Risks Relating to New MAC Ordinary Shares” and “Risk Factors — Risks Relating to MAC and the Business Combination.” You should also consider that certain of MAC’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “The Business Combination Proposal — Interests of MAC’s Directors and Executive Officers in the Business Combination” and “Risk Factors — Risks Relating to MAC and the Business Combination — Our Sponsor, certain members of our board of directors and our officers have interests in the Business Combination that may conflict with those of other shareholders in recommending that shareholders vote in favor of approval of the Business Combination and the other proposals described in this proxy statement/ prospectus.”

Q:

What will Glencore receive in return for the Business Combination of CMPL with MAC?

​

A:

In consideration for the acquisition of CMPL from Glencore, MAC and MAC-Sub will:

​

(i)

pay at least US$775,000,000 (with the potential to be scaled up to US$875,000,000 depending on equity demand) to Glencore (subject to a customary closing accounts adjustment (including New MAC being liable for accounting fees in connection with the transaction) to reflect the working capital, net debt and tax liabilities of CMPL at the time of the Closing;

​

(ii)

issue up to 10,000,000 New MAC Ordinary Shares (the “Rollover Shares”) to Glencore (having a value of up to US$100,000,000) with Glencore having the option to scale down the amount to US$0 subject to MAC raising sufficient equity (with any scale back to be reflected in the upfront cash payment scale-up, as set out in subsection (i));

​

(iii)

pay US$75,000,000 as a deferred cash payment on the following terms:

​

(A)

payable upon MAC’s listing on the ASX or undertaking any alternative equity raise (up to 50% of the net proceeds from the raise, capped at US$75 million);

​

(B)

the unpaid balance of the US$75,000,000 will accrue interest at a rate equivalent to what MAC pays on the mezzanine subordinated term loan, set at SOFR plus a variable margin of 8 – 12% (which will be determined by reference to prevailing copper prices); and

​

(C)

any residual (up to the US$75,000,000 plus applicable interest) not paid in cash by the date that is twelve (12) months after the Closing will be settled on the next business day through the issuance of additional New MAC Ordinary Shares at a 30% discount to the 20-trading day VWAP before the issuance (the “Equity Conversion Date”). If New MAC is listed on more than one exchange, the VWAP will be calculated by reference to the exchange with the largest volume (US$ equivalent) over the 20-trading day period before the Equity Conversion Date. If the New MAC Ordinary Shares cannot be issued to Glencore due to applicable law or the rules of any applicable stock exchange, Glencore, in its sole discretion, may delay the date for the issuance of the New MAC Ordinary Shares, noting that such right only delays the date for the issuance of the New MAC Ordinary Shares, which amount of New MAC Ordinary Shares will be set on the Equity Conversion Date;

​

(iv)

pay US$150,000,000 in cash structured as two contingent payments (US$75,000,000 each) that are

​

 

13

 

unsecured, fully subordinated and payable if, and only if, over the life of the CSA Mine, the average daily LME closing price is greater than:

(A)

US$4.25/lb (US$9,370/mt) for any rolling 18-month period (commencing at Closing) (the “First Contingent Copper Payment”); and

​

(B)

US$4.50/lb (US$9,920/mt) for any rolling 24-month period (commencing at Closing) (the “Second Contingent Copper Payment”);

​

The First Contingent Copper Payment and the Second Contingent Copper Payment will be payable as soon as the applicable payment trigger milestone has been achieved. However, if one or both of the milestones are met in the first three years post-Closing, the payment will only be made to the extent it does not constitute a breach of New MAC’s finance facilities in place at the Closing. To the extent payment would constitute a breach of the relevant facilities, New MAC will be subject to an obligation to use best endeavors to obtain the consent of all financiers for the payment to be made during the three-year window. For the avoidance of doubt, New MAC will be obligated to make the payments on the earlier of the first business day following (i) the refinancing of its senior debt, and (ii) the third anniversary of the Closing (being maturity of the senior debt), to the extent that First Contingent Copper Payment and/or Second Contingent Copper Payment has been triggered but not paid during the first three years post-Closing; and

(v)

grant Glencore the right to appoint one director to the New MAC Board for every 10% of New MAC Ordinary Shares that Glencore beneficially owns.

​

Concurrently with the Closing, a royalty deed between New MAC, Glencore and CMPL will become effective (the “Royalty Deed”), pursuant to which CMPL will be required, on a quarterly basis to pay to Glencore a royalty equal to 1.5% of Net Smelter Returns (as defined in the Royalty Deed) and grant security interests created as a result of the Royalty Deed. Net Smelter Returns are equal to the gross revenue minus permitted deductions for all marketable and metal-bearing copper material, in whatever form or state, that is mined, produced, extracted or otherwise recovered from the Royalty Area (as defined in the Royalty Deed). Glencore has the right to transfer its interest in the Royalty Deed (subject to limited restrictions, and subject to a right of last refusal granted to CMPL) and the security created as a result of the Royalty Deed. A copy of the Royalty Deed is attached to this proxy statement/prospectus as Annex F.

Concurrently with the Closing, CMPL and GIAG will enter into the Offtake Agreement. The Offtake Agreement is a life-of-mine offtake obligation, pursuant to which CMPL is committed to selling all Material to GIAG, and GIAG is committed to buying all Material, being all material and minerals in the form of copper concentrate produced from or processed at the CSA Mine and specified exploration licenses held by CMPL. A copy of the Offtake Agreement is attached to this proxy statement/prospectus as Annex E.

Q:

Who is CMPL?

​

A:

Cobar Management Pty. Limited is a wholly-owned subsidiary of Glencore Operations Australia Pty Limited, an indirect wholly owned subsidiary of Glencore plc. CMPL owns and operates the CSA Mine, a producing, high-grade underground copper mine located in the Tier 1 mining jurisdiction of Cobar, New South Wales, Australia.

​

Q:

Will MAC obtain new financing in connection with the Business Combination?

​

A:

The US$775 million initial cash purchase price (with the potential to be scaled up to US$875 million depending on equity demand) and associated US$31 million of transaction costs totaling US$806 million is currently anticipated to be financed through a combination of (i) debt facilities (the “Debt Facilities”) consisting of (a) a US$205 million acquisition term loan as part of a larger syndicated senior secured debt facility from Citibank N.A., Sydney Branch (“Citi Debt”), Bank of Montreal, National Bank of Canada and Bank of Nova Scotia (the “Senior Facilities”) and (b) a US$135 million mezzanine debt facility led by Sprott Resource Lending Corp. (“Sprott”) (the “Mezz Facility”); (ii) a US$75 million long term silver purchase and sales agreement (the “Silver Stream”) with Osisko Bermuda Limited (“Osisko”) (with the potential for an additional US$15 million if the average silver price is above a certain threshold); (iii) to the extent available, US$266 million cash in trust (subject to share redemptions);

​

 

14

 

(iv) an expected $100 million redemptions backstop facility (the “Redemptions Backstop Facility”), consisting of a pro rata split between a US$75 million copper streaming agreement (the “Copper Stream”) and associated US$25 million equity subscription; and (iv) proceeds from at least $126 million of private equity placements (the “PIPE Financing”) (collectively, the “Financing”). If we are unable to finalize the Debt Facilities, the Silver Stream or the Redemptions Backstop Facility, to successfully raise sufficient PIPE Financing, or if redemptions (meaning the redemption of public shares for cash pursuant to the Existing Governing Documents) are higher than our assumption, then we would need to seek additional sources of financing or we would not be able to fund the consideration for the Business Combination.

Q:

What equity stake will current MAC shareholders and Glencore shareholders have in New MAC after the Closing?

​

A:

As of the date of this proxy statement/prospectus, there are (i) 26,514,780 MAC Class A Ordinary Shares issued and outstanding and (ii) 6,628,695 MAC Class B Ordinary Shares issued and outstanding (all of which are held directly by the Sponsor and a portion of which are held indirectly by the initial shareholders). As of the date of this proxy statement/prospectus, there are 6,335,304 private placement warrants outstanding (all of which are held by the Sponsor) and 8,838,260 public warrants outstanding. Each whole warrant entitles the holder thereof to purchase one MAC Class A Ordinary Share and will entitle the holder thereof to purchase one New MAC Ordinary Share. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming that none of MAC’s outstanding public shares are redeemed in connection with the Business Combination), New MAC’s fully diluted share capital, giving effect to the exercise of all of the private placement warrants and public warrants, would be 48,317,039 New MAC Ordinary Shares.

​

MAC cannot predict how many of the public MAC shareholders will exercise their right to have their MAC Class A Ordinary Shares redeemed for cash. As a result, MAC has elected to provide the unaudited pro forma condensed combined financial information under two different redemption scenarios of MAC shares into cash, each of which produce different allocations of total MAC equity between holders of MAC Ordinary Shares. The following table illustrates varying ownership levels in New MAC immediately following the consummation of the Business Combination, based on the varying levels of redemptions by the public shareholders and the following additional assumptions:

(1)

As of immediately following the consummation of the Business Combination. Percentages may not add to 100% due to rounding. For a more detailed description of share ownership upon consummation of the Business Combination, see “Security Ownership of Certain Beneficial Owners and Management.”

​

(2)

Assumes that no public shares are redeemed in connection with the Business Combination.

​

(3)

Assumes that 13,257,390 outstanding public shares are redeemed in connection with the Business Combination on a per share redemption price of $10.00 per share. This is the maximum number of shares that may be redeemed based on our assumption that we will raise approximately $126 million in the PIPE Financing. If we are unable to successfully raise this amount of PIPE Financing, or if redemptions are higher than our assumption, then we would need to seek additional sources of financing or we would not be able to fund the consideration for the Business Combination.

​

(4)

Excludes New MAC Warrants

​

 

15

 

(5)

Considering the exercise of all New MAC Warrants, the Sponsor and the initial shareholders would own (i)    % of New MAC’s share capital under the no redemptions scenario and (ii)    % of New MAC’s share capital under the “Assuming 50% Redemptions” scenario.

​

(6)

Excludes New MAC Financing Warrants to be issued in connection with the Mezz Facility.

​

(7)

Assumes the Redemptions Backstop Facility is utilized under the “Assuming 50% Redemptions” scenario.

​

(8)

Assumes Glencore receives US$100,000,000 of New MAC Ordinary Shares in the Business Combination.

​

Because we have not finalized the PIPE Financing, and because we cannot predict the actual number of shares that will be redeemed, there can be no assurance regarding which scenario will be closest to the actual results.

Q:

What conditions must be satisfied to complete the Business Combination?

​

A:

There are a number of closing conditions in the Share Sale Agreement, including that MAC’s shareholders have approved and adopted the Share Sale Agreement and the Business Combination. The Business Combination Proposal, the Merger Proposal and the Governing Documents Proposals are conditioned on each other, and MAC will not complete the Business Combination unless all three are approved. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Share Sale Agreement.”

​

Q:

What happens if I sell my shares of MAC Class A Ordinary Shares before the extraordinary general meeting of shareholders?

​

A:

The record date for the extraordinary general meeting of shareholders will be earlier than the date of the Closing. If you transfer your shares of MAC Class A Ordinary Shares after the record date, but before the extraordinary general meeting of shareholders, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the extraordinary general meeting of shareholders. However, you will not be entitled to receive any New MAC Ordinary Shares following the Closing because only MAC’s shareholders on the date of the Closing will be entitled to receive New MAC Ordinary Shares in connection with the Closing.

​

Q:

What vote is required to approve the proposals presented at the extraordinary general meeting of shareholders?

​

A:

The approval of each of the Business Combination Proposal, the Governing Documents Proposals, and the Adjournment Proposal require an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least a two-thirds (2/3) of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

​

Accordingly, a MAC shareholder’s failure to vote by proxy or to vote in person at the extraordinary general meeting of shareholders, an abstention from voting or a broker non-vote will have no effect on the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposals. For purposes of approval, an abstention or failure to vote will have no effect on the Adjournment Proposal.

Q:

Will MAC or New MAC issue additional equity securities in connection with the consummation of the Business Combination?

​

A:

We expect to raise at least approximately $126 million of PIPE Financing as partial consideration for the Business Combination. The New MAC Ordinary Shares to be issued in connection with the PIPE Financing will not have been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. New MAC

​

 

16

 

also expects to grant to the PIPE Investors certain customary registration rights in connection with the PIPE Financing. The PIPE Financing will be contingent upon, among other things, the substantially concurrent closing of the Business Combination. If we are unable to successfully raise sufficient PIPE Financing, or if redemptions are higher than our assumption, then we would need to seek additional sources of financing or we would not be able to fund the consideration for the Business Combination.

Q:

What are the material differences, if any, in the terms and price of securities issued at the time of the IPO as compared to the securities that are expected to be issued as part of the PIPE Financing at the closing of the Business Combination?

​

A:

The units issued at the time of the time of the IPO consisted of one MAC Class A Ordinary Share and one-third of one redeemable warrant, at an offering price of $10.00 per unit. In connection with the Merger, each MAC Ordinary Share will be converted into one New MAC Ordinary Share, and each issued and outstanding warrant to purchase MAC Class A Ordinary Shares will be converted into one New MAC Warrant, subject to the same terms and conditions existing prior to such conversion. We expect that we will grant the PIPE Investors customary registration rights as part of the PIPE Financing. No New MAC Warrants are expected to be issued in the PIPE Financing, but the shares to be issued in the PIPE Financing are expected to be substantially similar to those issued in the IPO.

​

Q:

How many votes do I have at the extraordinary general meeting of shareholders?

​

A:

MAC’s shareholders are entitled to one vote at the extraordinary general meeting for each MAC Ordinary Share held of record as of the record date. As of the close of business on          , 2023, which is on the record date, there were                    issued and outstanding MAC Ordinary Shares.

​

Q:

How will the Sponsor and other initial shareholders vote?

​

A:

The Sponsor, which directly owns 6,628,695 MAC Class B Ordinary Shares (representing 20% of the total issued and outstanding MAC Ordinary Shares as of the date of this proxy statement/prospectus), and the initial shareholders (which indirectly own a portion of such shares), have agreed pursuant to the Sponsor Letter Agreement to, among other things, vote in favor of the Share Sale Agreement and the Business Combination contemplated thereby (including any material differences between the Existing Governing Documents and the Proposed Governing Documents) on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.

​

Assuming only a majority of all the MAC Ordinary Shares entitled to vote at the meeting are represented at the extraordinary general meeting in person or by proxy, including the Sponsor and the initial shareholders subject to the voting obligations under the Sponsor Letter Agreement, (i) 8,285,869 MAC Ordinary Shares will need to be voted in favor of the Business Combination Proposal, the Governing Documents Proposals and the Adjournment Proposal (each of which requires the affirmative vote of holders of a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting), and of these 8,285,869 MAC Ordinary Shares, 1,657,174 of the MAC Ordinary Shares not held by the Sponsor and the initial shareholders, which represents 5.0% of the total issued and outstanding MAC Ordinary Shares, will need be voted in favor of the Business Combination Proposal, the Governing Documents Proposals and the Adjournment Proposal and (ii) 16,571,738 MAC Ordinary Shares will need to be voted in favor of the Merger Proposal (which requires the affirmative vote of holders of at least a two-thirds (2/3) of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting), and of these 16,571,738 MAC Ordinary Shares, 4,419,131 of the MAC Ordinary Shares not held by the Sponsor and the initial shareholders, which represents 13.3% of the total issued and outstanding MAC Ordinary Shares, will need to be voted in favor of the Merger Proposal.

Assuming all the MAC Ordinary Shares entitled to vote at the meeting are represented at the extraordinary general meeting or by proxy, including the Sponsor and the initial shareholders subject to the voting obligations under the Sponsor Letter Agreement, (i) 16,571,738 MAC Ordinary Shares will need to be voted in favor of the Business Combination Proposal, the Governing Documents Proposals and the Adjournment Proposal (each of which requires the affirmative vote of holders of a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote

 

17

 

at the extraordinary general meeting, vote at the extraordinary general meeting), and of these 16,571,738 MAC Ordinary Shares, 9,943,043 of the MAC Ordinary Shares not held by the Sponsor and the initial shareholders, which represents 30.0% of the total issued and outstanding MAC Ordinary Shares, will need to be voted in favor of the Business Combination Proposal, the Governing Documents Proposals and the Adjournment Proposal, and (ii) 22,095,650 MAC Ordinary Shares will need to be voted in favor of the Merger Proposal (which requires the affirmative vote of holders of at least a two-thirds (2/3) of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting), and of these 22,095,650 MAC Ordinary Shares, 15,466,955 of the MAC Ordinary Shares not held by the Sponsor and the initial shareholders, which represents 46.7% of the total issued and outstanding MAC Ordinary Shares, will need to be voted in favor of the Merger Proposal.

Q:

What interests do MAC’s current officers and directors have in the Business Combination?

​

A:

In considering the recommendation of the MAC Board to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, our Sponsor and certain of our directors and officers have interests in the Business Combination that may conflict with those of other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

​

•

the fact that certain of our directors and officers are principals of our Sponsor;

​

•

the fact that 6,628,695 Founder Shares held directly by our Sponsor (and a portion of which is held indirectly by the initial shareholders), for which it paid $25,000, in aggregate, will convert into 6,628,695 shares of New MAC Ordinary Shares upon the Closing, and such shares will have a significantly higher value at the time of the Business Combination when such shares convert into shares in New MAC, as described further below, but will be worthless if an initial business combination is not consummated:

​

(1)

Interests shown consist solely of Founder Shares. Such shares will automatically convert into New MAC Ordinary Shares upon the Closing on a one-for-one basis.

​

(2)

Green Mountain Metals LLC is the record holder of the shares reported herein. In addition, certain of MAC’s officers and directors hold Class B units in Green Mountain Metals LLC, which entitle them to an equivalent number of New MAC Ordinary Shares on distribution. The amounts shown for such individuals are included in the total owned by Green Mountain Metals LLC.

​

(3)

Assumes a value of $10.00 per share, the deemed value of the New MAC Ordinary Shares in the Business Combination. Also assumes the completion of the Business Combination and that the New MAC Ordinary Shares are unrestricted and freely tradable.

​

 

18

 

(4)

Assumes a value of $      per share, which was the closing price of the MAC Class A Ordinary Shares on the NYSE on           , 2023. Also assumes the completion of the Business Combination and that the New MAC Ordinary Shares are unrestricted and freely tradable.

​

•

the fact that if an initial business combination is not consummated by August 2, 2023, our Sponsor, officers, directors and their respective affiliates will lose their entire investment in us of $9,527,958 in the aggregate, which investment included $66,286,950 in value of MAC Class B Ordinary Shares, valued at an assumed price of $10.00 per share, the value implied by the Business Combination (inclusive of the Sponsor’s initial capital contribution of US$25,000), and the 6,335,304 private placement warrants acquired for a purchase price of $9,502,956 in the aggregate;

​

•

the fact that given the differential in the purchase price that our Sponsor paid for the MAC Class B Ordinary Shares as compared to the price of the public shares sold in the IPO and the 6,628,695 New MAC Ordinary Shares that the Sponsor will receive upon conversion of the MAC Class B Ordinary Shares in connection with the Business Combination, the Sponsor and its affiliates may earn a positive rate of return on their investment even if the New MAC Ordinary Shares trades below the price initially paid for the public shares in the IPO and the public shareholders experience a negative rate of return following the completion of the Business Combination;

​

•

the fact that our Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any shares held by them if MAC fails to complete an initial business combination and accordingly, our Sponsor, officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate MAC;

​

•

the fact that if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination by August 2, 2023, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in the value of the trust assets, net of the amount of taxes payable, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act;

​

•

the fact that, unless a business combination is completed, our directors are only entitled to reimbursement for any out-of-pocket expenses incurred by them on our behalf incident to identifying, investigating and consummating a business combination from funds outside of the Trust Account, which funds are limited;

​

•

the continuation of our officers and directors at New MAC; and

​

•

the fact that pursuant to the A&R Registration Rights Agreement, the Sponsor and the initial shareholders can demand registration of its registrable securities and it will also have “piggy-back” registration rights to include their securities in other registration statements filed by New MAC subsequent to the Closing, whereas it does not have such rights today.

​

These interests may influence our directors in making their recommendation that you vote in favor of the approval of the Business Combination Proposal. You should take these interests into account in deciding whether to approve the Business Combination. You should also read the section entitled “The Business Combination Proposal — Certain Other Interests in the Business Combination.”

Q:

What material negative factors did the MAC Board consider in connection with the Business Combination?

​

A:

The MAC Board believes that the acquisition of CMPL will provide its shareholders with an opportunity to participate in a company that is well positioned to provide a cornerstone asset for MAC to maximize value for shareholders and is well aligned with all the key factors central to MAC’s strategy. However, the MAC Board did consider certain potentially material negative factors in arriving at that conclusion, such as the risk that shareholders would not approve the Business Combination and the risk that a

​

 

19

 

significant number of shareholders would exercise their redemption rights. These factors are discussed in greater detail in the section entitled “The Business Combination Proposal — MAC Board’s Reasons for Approval of the Business Combination,” as well as in the section entitled “Risk Factors — Risks Relating to MAC and the Business Combination.”

Q:

Did the MAC Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

​

A:

The MAC Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. The MAC Board believes that, based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its shareholders. The MAC Board also determined that CMPL’s fair market value was at least 80% of MAC’s net assets (excluding deferred underwriting discounts and commissions). You should also read the section entitled “The Business Combination Proposal — MAC Board’s Reasons for Approval of the Business Combination.”

​

Q:

Do I have redemption rights?

​

A:

If you are a holder of public shares, you may redeem your public shares for a per share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to MAC to pay its taxes, divided by the number of then issued public shares (such redemption price being referred to herein as the “Redemption Price”) Holders of the outstanding public warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. The Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on funds in the Trust Account of approximately $      million on           , 2023, the estimated per share redemption price would have been approximately $      . This is greater than the $10.00 IPO price of MAC’s units. Additionally, public shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to MAC to pay franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), in connection with the liquidation of the Trust Account or if we subsequently complete a different initial business combination on or prior to August 2, 2023, and such shares are tendered for redemption in connection with such different initial business combination.

​

Notwithstanding the foregoing, a MAC shareholder, together with any affiliate of such public shareholder or any other person with whom such MAC shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for the “Redemption Price”, without our prior consent. See “Risk Factors — Risks Relating to MAC and the Business Combination — If a shareholder or a “group” of shareholders are deemed to hold in excess of 15% of the issued and outstanding MAC Class A Ordinary Shares, such shareholder or group will lose the ability to redeem all such shares in excess of 15% of the issued and outstanding MAC Class A Ordinary Shares.”

MAC’s officers, directors and the initial shareholders entered into a letter agreement, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of a Business Combination. Such waivers are common in transactions of this sort and designed to help facilitate the consummation of a Business Combination. MAC’s officers, directors and the initial shareholders derived benefit from agreeing to such provisions and did not receive separate consideration for the waiver. In addition, the Sponsor agreed, among other things, to vote all of its ordinary shares held or subsequently acquired by it in favor of the approval of the Business Combination, and not to redeem or request redemption of any such ordinary shares in connection with the Business Combination.

 

20

 

Holders of our outstanding warrants will not have redemption rights with respect to such warrants. Assuming 50% redemption of 26,514,780 Class A Ordinary Shares (see “Unaudited Pro Forma Condensed Combined Financial Information” for further information), and using the closing warrant price on NYSE of $      as of           , 2023, the aggregate fair value of warrants that can be retained by the redeeming shareholders, assuming 50% redemption of 26,514,780 Class A Ordinary Shares, is $      . The actual market price of the warrants may be higher or lower on the date that a warrantholder seeks to sell such warrants. Additionally, we cannot assure the holders of warrants that they will be able to sell their warrants in the open market as there may not be sufficient liquidity in such securities when a warrantholder wishes to sell their warrants. Further, while the level of redemptions of public shares will not directly change the value of the warrants because the warrants will remain outstanding regardless of the level of redemptions, as redemptions of public shares increase, the holder of warrants who exercises such warrants will ultimately own a greater interest in New MAC because there would be fewer shares outstanding overall. See “Risk Factors — Risks Relating to MAC and the Business Combination — Existing shareholders will experience significant dilution as a result of the Business Combination and the PIPE Financing and related transactions, and the market price of its MAC Class A Ordinary Shares may be adversely affected. Future transactions contemplated by the definitive documentation for the Business Combination may also have a dilutive effect.”

Q:

Is there a limit on the number of shares I may redeem?

​

A:

A public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights in an amount of shares exceeding 15% of the public shares. Accordingly, all shares owned by a holder in excess of 15% of the public shares will not be redeemed. On the other hand, a public shareholder who holds less than 15% of the public shares may redeem all of the public shares held by him or her for cash.

​

Q:

Will how I vote affect my ability to exercise redemption rights?

​

A:

No. You may exercise your redemption rights whether you vote your public shares for or against the Business Combination Proposal or do not vote your shares. As a result, the Business Combination Proposal can be approved by shareholders who will redeem their public shares and no longer remain shareholders, leaving shareholders who choose not to redeem their public shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the listing standards of NYSE.

​

Q:

How do I exercise my redemption rights?

​

A:

In order to exercise your redemption rights, you must, prior to      :      p.m. Eastern time on           , 2023 (two business days before the extraordinary general meeting), (i) submit a written request to MAC’s transfer agent that MAC redeem your public shares for cash, and (ii) tender your shares to MAC’s transfer agent physically or electronically through Depository Trust Company, or DTC. The address of Continental Stock Transfer & Trust Company, MAC’s transfer agent, is listed under the question “Who can help answer my questions?” below. MAC requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic tender of your shares generally will be faster than delivery of physical share certificates.

​

A physical share certificate will not be needed if your shares are tendered to MAC’s transfer agent electronically. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and MAC’s transfer agent will need to act to facilitate the request. It is MAC’s understanding that shareholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because MAC does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Any request for redemption, once made, may not be withdrawn unless the MAC Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part).

 

21

 

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

​

A:

The exercise of redemption rights will be a taxable transaction for a U.S. Holder (as defined in “Material U.S. Federal Income Tax Considerations” below). A U.S. Holder of MAC Class A Ordinary Shares that exercises its redemption rights may (subject to the application of the “passive foreign investment company” or “PFIC” rules) be treated as selling such MAC Class A Ordinary Shares, resulting in the recognition of a capital gain or a capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the number of ordinary shares that a U.S. Holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights by a U.S. Holder, see the section entitled “Material U.S. Federal Income Tax Considerations — Redemption of MAC Class A Ordinary Shares.”

​

Q:

What are the U.S. federal income tax consequences of the Merger to U.S. Holders of MAC Class A Ordinary Shares and MAC Warrants?

​

A:

As discussed in more detail below and subject to the limitations and qualifications described under “Material U.S. Federal Income Tax Considerations — Tax Treatment of the Merger,” the Merger is expected to qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code (an “F Reorganization”). Assuming this treatment applies, U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations” below) will not recognize gain or loss for U.S. federal income tax purposes on the exchange of MAC Class A Ordinary Shares and MAC Warrants (together, the “MAC Securities”) for New MAC Ordinary Shares and New MAC Warrants (together, the “New MAC Securities”) pursuant to the Merger, subject to the discussion contained herein on whether MAC or New MAC is treated as a “passive foreign investment company” or “PFIC.”

​

All holders of MAC Securities are urged to consult with their own tax advisors regarding the potential tax consequences to them of the Merger and Business Combination, including the applicability and effect of U.S. federal, state and local and non-U.S. tax laws.

Q:

If I hold MAC Warrants, can I exercise redemption rights with respect to my warrants?

​

A:

No. There are no redemption rights with respect to the MAC Warrants.

​

Q:

Do I have appraisal rights if I object to the proposed Merger and Business Combination?

​

A:

Under the Companies Act, shareholders of a Cayman Islands company ordinarily have dissenters’ rights with respect to a merger. The Companies Act prescribes when dissenters’ rights will be available and provides that shareholders are entitled to receive fair value for their shares. Dissenters’ rights are not available under the Companies Act if an open market for the shares exists on a recognized stock exchange, such as NYSE, for a specified period after a merger is authorized. Regardless of whether dissenters’ rights are or are not available, shareholders can exercise the rights of redemption as set out herein. The MAC Board has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares. See “The Extraordinary General Meeting of MAC — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

​

Q:

What happens to the funds held in the Trust Account upon consummation of the Business Combination?

​

A:

If the Business Combination is consummated, the funds held in the Trust Account will be released (i) to pay MAC shareholders who properly exercise their redemption rights and (ii) for general corporate purposes of New MAC following the Business Combination.

​

Q:

What happens if the Business Combination Proposal is not approved?

​

A:

If the Business Combination Proposal is not approved, the Business Combination will not be consummated.

​

 

22

 

Q:

What happens if the Business Combination is not consummated?

​

A:

There are certain circumstances under which the Share Sale Agreement may be terminated. See the section entitled “The Share Sale Agreement — Termination” for information regarding the parties’ specific termination rights.

​

If, as a result of the termination of the Share Sale Agreement or otherwise, MAC is unable to complete a business combination by August 2, 2023, MAC’s Existing Governing Documents provide that MAC will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to MAC (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, and subject to the approval of MAC’s remaining shareholders and the MAC Board, liquidate, and dissolve, subject in each case to MAC’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. See the section entitled “Risk Factors — If MAC is unable to complete the Business Combination or any other business combination by August 2, 2023 (or such later date as MAC’s shareholders may approve), MAC will cease all operations except for the purpose of winding up, liquidating and dissolving. In such event, third parties may bring claims against MAC and, as a result, the proceeds held in the Trust Account could be reduced and the per share liquidation price received by shareholders could be less than $10.00 per share and MAC’s warrants will expire worthless. Holders of Founder Shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to outstanding MAC Warrants. Accordingly, the MAC Warrants will expire worthless.

Q:

When is the Business Combination expected to be completed?

​

A:

It is currently anticipated that the Business Combination will be consummated on the first business day of the month immediately following the month in which all of the conditions precedent to the Closing have been satisfied or waived (or, if such conditions precedent have been satisfied or waived less than two (2) business days before the last business day of a month, on the first business day of the second following month), including approval by MAC shareholders of the proposals being submitted to them in this proxy statement/prospectus.

​

For a description of the conditions precedent to the Closing, see the section entitled “The Share Sale Agreement.”

Q:

What do I need to do now?

​

A:

You are urged to carefully read and consider the information contained in this proxy statement/​prospectus, including the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

​

Q:

How do I vote?

​

A:

If you were a holder of record of MAC Ordinary Shares on           , 2023, the record date for the extraordinary general meeting of shareholders, you may vote with respect to the applicable proposals in person at the extraordinary general meeting of shareholders or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with

​

 

23

 

instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting of shareholders and vote in person, obtain a proxy from your broker, bank or nominee.

Q:

What will happen if I abstain from voting or fail to vote at the extraordinary general meeting?

​

A:

At the extraordinary general meeting of shareholders, MAC will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention or failure to vote will have no effect on the Business Combination Proposal, the Merger Proposal, the Governing Documents Proposals and the Adjournment Proposal.

​

Q:

What will happen if I sign and return my proxy card without indicating how I wish to vote?

​

A:

Signed and dated proxies received by MAC without an indication of how the shareholder intends to vote on a proposal will be voted in favor of each proposal presented to the shareholders.

​

Q:

Do I need to attend the extraordinary general meeting of shareholders to vote my shares?

​

A:

No. You are invited to attend the extraordinary general meeting to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the extraordinary general meeting of shareholders to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage paid envelope. Your vote is important. MAC encourages you to vote as soon as possible after carefully reading this proxy statement/​prospectus.

​

Q:

If I am not going to attend the extraordinary general meeting of shareholders in person, should I return my proxy card instead?

​

A:

Yes. After carefully reading and considering the information contained in this proxy statement/​prospectus, please submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

​

Q:

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

​

A:

No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the proposals. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “broker non-vote.” Broker non-votes will be counted for purposes of determining the presence of a quorum at the extraordinary general meeting of shareholders, but will have no effect on the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposals. However, in no event will a broker non-vote have the effect of exercising your redemption rights for a pro rata portion of the Trust Account, and therefore no shares as to which a broker non-vote occurs will be redeemed in connection with the proposed Business Combination by virtue of that non-vote.

​

Q:

May I change my vote after I have mailed my signed proxy card?

​

A:

Yes. You may change your vote by sending a later-dated, signed proxy card to MAC’S proxy solicitor prior to the vote at the extraordinary general meeting of shareholders, or attend the extraordinary general meeting and vote in person (including online). You also may revoke your proxy by sending a notice of revocation to the same address, provided such revocation is received prior to the vote at the extraordinary general meeting. If your shares are held in street name by a broker, bank or other nominee, you must contact the broker, bank or nominee to change your vote.

​

Q:

What should I do if I receive more than one set of voting materials?

​

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement/​prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more

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24

 

than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:

What is the quorum requirement for the extraordinary general meeting of shareholders?

​

A:

Holders of a majority of the ordinary shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall constitute a quorum. In the absence of a quorum, within half an hour from the time appointed for the extraordinary general meeting, the extraordinary general meeting shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine.

​

As of the record date for the extraordinary general meeting, 16,571,738 MAC Ordinary Shares would be required to achieve a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person at the extraordinary general meeting of shareholders. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum the presiding officer of the extraordinary general meeting of shareholders may authorize adjournment of the extraordinary general meeting to another date.

Q:

What happens to MAC Warrants I hold if I vote my MAC Class A Ordinary Shares against approval of the Business Combination Proposal and validly exercise my redemption rights?

​

A:

Properly exercising your redemption rights as a MAC shareholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal. If the Business Combination is completed, all of your MAC Warrants will become New MAC Warrants as described in this proxy statement/​prospectus. If the Business Combination is not completed, you will continue to hold your MAC Warrants, and if MAC does not otherwise consummate an initial business combination by August 2, 2023, MAC will be required to liquidate and dissolve, and your warrants will expire worthless.

​

Q:

Who will solicit and pay the cost of soliciting proxies?

​

A:

MAC will pay the cost of soliciting proxies for the extraordinary general meeting. MAC has engaged           to assist in the solicitation of proxies for the extraordinary general meeting. MAC has agreed to pay           a fee of $      . MAC will reimburse           for reasonable out-of-pocket expenses and will indemnify           and its affiliates against certain claims, liabilities, losses, damages and expenses. MAC also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of MAC Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of MAC Ordinary Shares and in obtaining voting instructions from those owners. MAC’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

​

Q:

Who can help answer my questions?

​

A:

If you have questions about the proposals or if you need additional copies of this proxy statement/​prospectus or the proxy card you should contact MAC’s proxy solicitor:

​

You may also contact MAC at:

Century House, Ground Floor
Cricket Square, P.O. Box 2238
Grand Cayman KY1-1107, Cayman Islands
Tel: +817-698-9901

To obtain timely delivery, MAC’s shareholders must request the materials no later than five business days prior to the extraordinary general meeting.

 

25

 

You may also obtain additional information about MAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your public shares, you will need to send a letter requesting redemption and deliver your stock (either physically or electronically) to MAC’s transfer agent prior to      :      p.m., New York time, on the second business day prior to the extraordinary general meeting of shareholders. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
E-mail: mzimkind@continentalstock.com

 

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​

​

Share Ownership in New MAC(1)

​

​

​

​

Assuming No Redemptions(2)

​

​

Assuming 50% Redemptions(3)

​

MAC’s Public Shareholders

​

​

​

​

45%

​

​

​

​

​

28%

​

​

The Sponsor and Initial Shareholders(4)(5)

​

​

​

​

11%

​

​

​

​

​

14%

​

​

PIPE Investors

​

​

​

​

22%

​

​

​

​

​

26%

​

​

Sprott(6)

​

​

​

​

3%

​

​

​

​

​

3%

​

​

Osisko(7)

​

​

​

​

3%

​

​

​

​

​

8%

​

​

Glencore(8)

​

​

​

​

17%

​

​

​

​

​

21%

​

​

​

34

 

​

​

​

Share Ownership in New MAC

​

​

​

​

Assuming No Redemptions(1)

​

​

Assuming 50% Redemptions(2)

​

Total New MAC Ordinary Shares Outstanding Immediately After the Business Combination(3)

​

​

​

​

​%

​

​

​

​

​

​%

​

​

New MAC Warrants(4)

​

​

​

​

​%

​

​

​

​

​

​%

​

​

2023 Plans(5)

​

​

​

​

​%

​

​

​

​

​

​%

​

​

Incentive Plan

​

​

​

​

​%

​

​

​

​

​

​%

​

​

ESPP

​

​

​

​

​%

​

​

​

​

​

​%

​

​

DSU Plan

​

​

​

​

​%

​

​

​

​

​

​%

​

​

Working Capital Warrants(6)

​

​

​

​

​%

​

​

​

​

​

​%

​

​

New MAC Financing Warrants(7)

​

​

​

​

​%

​

​

​

​

​

​%

​

​

Total Dilutive Sources(8)

​

​

​

​

​%

​

​

​

​

​

​%

​

​

​

35

 

The following table shows the dilutive effects on the ownership percentages described above assuming the exercise of the New MAC Warrants under the two different redemption scenarios of MAC Class A Ordinary Shares:

​

​

​

Share Ownership in New MAC(1)

​

​

​

​

No Redemptions(2)

​

​

50% Redemptions(3)

​

​

​

​

Shares

​

​

%

​

​

Shares

​

​

%

​

Total New MAC Ordinary Shares Outstanding Immediately After the Business Combination(4)

​

​

​

​

58,888,475

​

​

​

​

​

76%

​

​

​

​

​

48,131,085

​

​

​

​

​

72%

​

​

New MAC Warrants and New MAC Financing Warrants(5)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

MAC shareholders (other than the Sponsor and the initial shareholders affiliates)(5)

​

​

​

​

8,838,260

​

​

​

​

​

11%

​

​

​

​

​

8,838,260

​

​

​

​

​

13%

​

​

Sponsor and the initial shareholders(5)

​

​

​

​

6,335,304

​

​

​

​

​

8%

​

​

​

​

​

6,335,304

​

​

​

​

​

10%

​

​

PIPE Investors (other than the Sponsor’s affiliates)

​

​

​

​

—

​

​

​

​

​

0%

​

​

​

​

​

—

​

​

​

​

​

0%

​

​

Glencore

​

​

​

​

—

​

​

​

​

​

0%

​

​

​

​

​

—

​

​

​

​

​

0%

​

​

Sprott(5)

​

​

​

​

3,187,500

​

​

​

​

​

4%

​

​

​

​

​

3,187,500

​

​

​

​

​

5%

​

​

Total New MAC Ordinary Shares Outstanding After the Exercise of New MAC Warrants(5)

​

​

​

​

77,249,539

​

​

​

​

​

100%

​

​

​

​

​

66,492,149

​

​

​

​

​

100%

​

​

​

(1)

Percentages may not add to 100% due to rounding.

​

(2)

Assumes that no public shares are redeemed in connection with the Business Combination.

​

(3)

Assumes that 13,257,390 outstanding public shares are redeemed in connection with the Business Combination on a per share redemption price of $10.00 per share. This is the maximum number of shares that may be redeemed based on our assumption that we will raise approximately $126 million in the PIPE Financing. If we are unable to successfully raise this amount of PIPE Financing, or if redemptions are higher than our assumption, then we would need to seek additional sources of financing or we would not be able to fund the consideration for the Business Combination.

​

(4)

As of immediately following the Closing.

​

(5)

Assuming the exercise of (i) 15,173,564 New MAC Warrants (comprised of 6,335,304 private placement warrants (all of which are held by the Sponsor) and 8,838,260 public warrants) outstanding at an exercise price of $11.50 per share and (ii) 3,187,500 New MAC Financing Warrants (held by Sprott) outstanding at an exercise price of $12.50 per share.

​

Because we have not finalized the PIPE Financing, and because we cannot predict the actual number of shares that will be redeemed, there can be no assurance regarding which scenario will be closest to the actual results. In addition, to the extent that the Redemptions Backstop Facility is utilized, the ownership percentages set forth in the table above will be reduced, and there will be a corresponding increase in Osisko’s holdings.

36

 

37

 

38

 

​

39

 

​

​

​

MAC Class B Ordinary Shares(1)(2)

​

​

Value of MAC Class B Ordinary Shares implied by Business Combination(2)(3)

​

​

Value of MAC Class B Ordinary Shares based on recent trading price(4)

​

Sponsor(2)

​

​

​

​

6,628,695

​

​

​

​

$

66,286,950

​

​

​

​

$

​

​

Michael James McMullen

​

​

​

​

410,000

​

​

​

​

​

4,100,000

​

​

​

​

​

​

​

​

Marthinus (Jaco) J. Crouse

​

​

​

​

100,000

​

​

​

​

​

1,000,000

​

​

​

​

​

​

​

​

Dan Vujcic

​

​

​

​

100,000

​

​

​

​

​

1,000,000

​

​

​

​

​

​

​

​

Patrice E. Merrin

​

​

​

​

50,000

​

​

​

​

​

500,000

​

​

​

​

​

​

​

​

Rasmus Kristoffer Gerdeman

​

​

​

​

75,000

​

​

​

​

​

750,000

​

​

​

​

​

​

​

​

Neville Joseph Power

​

​

​

​

50,000

​

​

​

​

​

500,000

​

​

​

​

​

​

​

​

John Rhett Miles Bennett

​

​

​

​

170,000

​

​

​

​

​

1,700,000

​

​

​

​

​

​

​

​

Charles D. McConnell

​

​

​

​

50,000

​

​

​

​

​

500,000

​

​

​

​

​

​

​

​

​

​

40

 

41

 

​

42

 

Sources (in millions)(1)	​	​	​	​	​	​	​
Senior Debt Facility – Term Loan	​	​	​	$	205	​	​
Sprott Mezzanine Debt	​	​	​	​	135	​	​
Sprott Equity Investment	​	​	​	​	15	​	​
Osisko Silver Stream(2)	​	​	​	​	75	​	​
Osisko Equity Investment	​	​	​	​	15	​	​
Osisko Redemptions Backstop Facility(3)	​	​	​	​	100	​	​

43

 

Sources (in millions)(1)	​	​	​	​	​	​	​
Equity from CEO and CFO	​	​	​	​	2	​	​
Cash in Trust(4)	​	​	​	​	133	​	​
PIPE Financing(5)	​	​	​	​	126	​	​
Maximum Equity Retained by Glencore	​	​	​	​	100	​	​
Sources At Closing	​	​	​	$	906	​	​
Future Cash Flow / ASX Listing	​	​	​	​	225	​	​
Total Sources	​	​	​	$	1,131	​	​
Consideration Paid at Closing	​	​	​	​	875	​	​
Estimated Transaction Expenses(6)	​	​	​	​	31	​	​
Uses at Closing	​	​	​	​	906	​	​
Deferred Consideration	​	​	​	​	75	​	​
Contingent Consideration	​	​	​	​	150	​	​
Total Uses	​	​	​	$	1,131	​	​
​

​

(1)

Totals might be affected by rounding.

​

​

​

​

No Redemptions(1)

​

​

50% Redemptions(2)

​

IPO underwriting fees(3)

​

​

​

$

14,583,129

​

​

​

​

$

14,583,129

​

​

IPO proceeds net of redemptions

​

​

​

$

265,147,800

​

​

​

​

$

132,573,900

​

​

Underwriting fees as a % of IPO proceeds net of redemptions

​

​

​

​

5.5%

​

​

​

​

​

11%

​

​

​

(1)

This scenario assumes that no public shares are redeemed.

​

​

44

 

​

45

 

​

46

 

​

47

 

​

48

 

​

49

 

​

50