Metals Acquisition Ltd (Form: 20-F, Received: 06/22/2023 16:16:46)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

¨	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

¨	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended
OR

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

x	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report: June 15, 2023
Commission File Number: 001-40685

METALS ACQUISITION LIMITED
(Exact name of Registrant as specified in its charter)

Not applicable
(Translation of Registrant’s name into English)

Jersey, Channel Islands
(Jurisdiction of incorporation or organization)

3^rd Floor, 44 Esplanade,
St. Helier, Jersey, JE4 9WG
Tel: +44 1534 514 000

(Address of principal executive offices)

Michael James McMullen

3rd Floor, 44 Esplanade,

St. Helier, Jersey, JE4 9WG
Tel: +44 1534 514 000

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class
Ordinary shares, $0.0001 par
value
Warrants

Trading
Symbol(s)
MTAL
MTAL.WS

Name of exchange
on which registered
New York Stock Exchange LLC
New York Stock Exchange LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the shell company report: 48,409,448 New MAC Ordinary Shares, 18,561,064 New MAC Warrants, and 3,187,500 New MAC Financing Warrants, in each case, each warrant entails the holder to purchase one New MAC Ordinary Share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No ¨

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	x	Emerging growth company	x

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 13(a) of the Exchange Act. ¨

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting over Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨

If securities are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ¨

International Financial Reporting Standards as issued by the International Accounting Standards Board x

Other ¨

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ¨ Item 18 ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ¨

TABLE OF CONTENTS

EXPLANATORY NOTE	1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	3
PART 1	5
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	5
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	5
ITEM 3. KEY INFORMATION	5
ITEM 4. INFORMATION ON THE COMPANY	6
ITEM 4A. UNRESOLVED STAFF COMMENTS	7
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	7
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	7
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	8
ITEM 8. FINANCIAL INFORMATION	10
ITEM 9. THE OFFER AND LISTING	10
ITEM 10. ADDITIONAL INFORMATION	11
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	13
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	13
PART II	13
PART III	14
ITEM 17. FINANCIAL STATEMENTS	14
ITEM 18. FINANCIAL STATEMENTS	14
ITEM 19. EXHIBITS	15
EXHIBIT INDEX	15
SIGNATURE	18

EXPLANATORY NOTE

On June 15, 2023, Metals Acquisition Limited, a private limited company incorporated under the laws of Jersey, Channel Islands (“New MAC,” “MAC Limited” or the “Company”), consummated the previously announced Business Combination pursuant to the Share Sale Agreement, dated as of March 17, 2022, as amended by the Deed of Consent and Covenant, dated as of November 22, 2022, as supplemented by the CMPL Share Sale Agreement Side Letter, dated as of April 21, 2023, as supplemented by the CMPL Share Sale Agreement Side Letter, dated May 31, 2023, and as further supplemented by the CMPL Share Sale Agreement Side Letter, dated June 2, 2023 (as may be amended, supplemented, or otherwise modified from time to time, the “Share Sale Agreement”) by and among the Company, Metals Acquisition Corp, a Cayman Island exempted company (“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”). Capitalized terms used and not otherwise defined in this Shell Company Report on Form 20-F (the “Report”) have the respective meanings given to those terms in the Proxy Statement/Prospectus (the “Proxy Statement/Prospectus”), forming part of the Registration Statement on Form F-4 of the Company, as amended (File No. 333-269007) (the “Registration Statement”).

Pursuant to the Share Sale Agreement, MAC-Sub acquired from Glencore 100% of the issued share capital of Cobar Management Pty. Limited, an Australian private company (“CMPL”), which owns and operates the Cornish, Scottish and Australian underground copper mine (the “CSA Mine”) near Cobar, New South Wales, Australia. Immediately prior to the Business Combination, MAC merged with and into MAC Limited (the “Merger”), with New MAC continuing as the surviving company (MAC Limited following the Merger is referred to as New MAC) and CMPL becoming an indirect subsidiary of New MAC following the Business Combination.

As part of the Merger: (i) each issued and outstanding MAC Class A Ordinary Share and MAC Class B Ordinary Share was 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 was converted into one New MAC Warrant at an exercise price of $11.50 per share (“New MAC Warrants”), subject to the same terms and conditions existing prior to such conversion.

In connection with the execution and delivery of the Share Sale Agreement, MAC entered into Subscription Agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to subscribe for and purchase, and MAC agreed to issue and sell to the PIPE Investors an aggregate of 22,951,747 New MAC Ordinary Shares at a price of $10.00 per share, for aggregate gross proceeds of $229,517,470 (the “PIPE Financing”). Four of the PIPE Investors are officers and directors of MAC and one of the PIPE Investors is also an affiliate of Green Mountain Metals LLC (the “Sponsor”) and they have agreed to subscribe for 230,000 New MAC Ordinary Shares in the aggregate, at a purchase price of $10.00 per share, for aggregate gross proceeds of $2,300,000 all pursuant to the Subscription Agreements on the same terms and conditions as all other PIPE Investors. Such subscribed shares were converted into New MAC Ordinary Shares in connection with the Merger. New MAC has also agreed to grant certain customary registration rights to the PIPE Investors in connection with the PIPE Financing.

In connection with the Subscription Agreements, Green Mountain Metals, LLC, MAC’s sponsor, agreed to transfer an aggregate of 988,333 shares of Class B common stock of MAC that it currently holds and agreed to sell 500,000 MAC Private Placement Warrants at a price of $1.50 for each MAC Private Placement Warrant to certain investors who agreed to subscribe for a significant number of New MAC Ordinary Shares.

On June 12, 2023, MAC Limited and BEP Special Situations VI LLC (“Bluescape”) entered into a director nomination side letter (the “Director Nomination Agreement”), which provides that, for so long as Bluescape (together with its affiliates) holds at least 1.25 million of New MAC Ordinary Shares, Bluescape will at its sole discretion be entitled to (but not obliged to) designate one (1) director to be nominated for appointment to the board of directors of New MAC (such appointment to be in accordance with its articles of association). In the event Bluescape and its affiliates, together, cease to hold at least 1.25 million of New MAC Ordinary Shares, Bluescape shall promptly cause the resignation of such director and New MAC may promptly remove such director at its sole discretion. Any person appointed as a director in accordance with the Director Nomination Agreement must not be prohibited from acting as a director of New MAC under any applicable law or the rules of any relevant stock exchange and must be “independent” in accordance with the rules of any relevant stock exchange.

MAC-Sub (as borrower), MAC and MAC Limited (as guarantors) and Sprott (as lender) entered into a Mezzanine Loan Note Facility Agreement dated March 10, 2023 pursuant to which Sprott made available a US$135 million loan facility agreement available to MAC-Sub, for funding purposes in connection with the Business Combination (the “Mezz Facility”). MAC-Sub is subject to standard and customary mandatory prepayment terms for a facility of this nature, and the Mezz Facility is subject to substantially similar terms relating to conditions, representations and warranties, customary terms, covenants, conditions precedent, events of default and other provisions as the syndicated facilities agreement (the “SFA”) by and between MAC-Sub and several lenders. In connection with the Mezz Facility, New MAC, MAC, Sprott Private Resource Lending II (Collector), LP (the “Equity Subscriber”) and Sprott Private Resource Lending II (Collector-2), LP, (the “Warrant Subscriber”), entered into a subscription agreement (the “Sprott Subscription Agreement”) pursuant to which the Equity Subscriber committed to purchase 1,500,000 New MAC Ordinary Shares (the “Subscribed Shares”) at a purchase price of $10.00 per share and an aggregate purchase price of $15,000,000. In addition, in accordance with the terms of the Mezz Facility, the Warrant Subscriber received 3,187,500 warrants to purchase New MAC Ordinary Shares (the “New MAC Financing Warrants”) once the Mezz Facility began. Each New MAC Financing Warrant entitles the holder to purchase one New MAC Ordinary Share. The New MAC Financing Warrant documentation contains customary anti-dilution clauses.

Moreover, certain other related agreements have been entered into in connection with the Business Combination, including the Royalty Deed, Offtake Agreement, Amended and Restated Registration Rights Agreement, Senior Loan Facility Agreement, Mezzanine Debt Facility Agreements, Silver Purchase Agreement, Osisko Redemptions Backstop Facility and Copper Stream, each as described in the Proxy Statement/Prospectus under the headings “Summary of the Proxy Statement/Prospectus— Certain Agreements Related to the Business Combination” and “Certain Agreements Related to the Business Combination,” which are incorporated herein by reference.

The Business Combination was consummated on June 15, 2023. The transaction was unanimously approved by MAC’s Board of Directors and was approved at the extraordinary general meeting of MAC’s shareholders held on June 5, 2023. MAC’s shareholders also voted to approve all other proposals presented at the extraordinary general meeting. On June 16, 2023, New MAC Ordinary Shares and New MAC Warrants commenced trading on the New York Stock Exchange (the “NYSE”), under the symbols “MTAL” and “MTAL.WS,” respectively.

Certain amounts that appear in this Report may not sum due to rounding.

Except as otherwise indicated or required by context, references in this Report to “we,” “us,” “our,” “Company” or “New MAC” refer to Metals Acquisition Limited, a private limited company incorporated under the laws of Jersey, Channel Islands.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in the Proxy Statement/Prospectus may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Our forward-looking statements include, but are not limited to, statements regarding our or our team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in the Proxy Statement/Prospectus that are not historical statement as of the date of this report may include, for example, statements about:

the effect of any future pandemic on New MAC;

the benefits of the Business Combination;

the future financial performance of New MAC following the Business Combination;

expansion plans and opportunities;

our public securities’ potential liquidity and trading;

the lack of a market for our securities;

the Trust Account not being subject to claims of third parties; and

our financial performance following the Business Combination.

The forward-looking statements contained in the Proxy Statement/Prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be limited to those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to:

adverse variances in the actual resources, reserves and life-of-mine inventories at CMPL from those contained in the Technical Report;

adverse operating conditions and geotechnical risks applicable to CMPL’s operations;

CMPL’s substantial capital expenditure requirements;

CMPL’s inability to effectively manage growth;

the ability to maintain the listing of the New MAC Ordinary Shares and public warrants on the NYSE following the Business Combination;

our and CMPL’s success in retaining or recruiting, or changes required in, our officers, key employees or directors following the Business Combination;

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business;

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” in the Proxy Statement/Prospectus.

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.

PART 1

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Directors and Senior Management

The directors and executive officers of the Company upon the consummation of the Business Combination are set forth in the Proxy/Prospectus Supplement under the heading “Management of New MAC Following the Business Combination,” which information is incorporated herein by reference. The business address for each of the Company’s directors and executive officers is 3^rdFloor, 44 Esplanade, St. Helier, Jersey, JE4 9WG.

Advisers

Paul Hastings LLP, 600 Travis Street, Fifty-Eighth Floor, Houston, Texas 77002, has acted as counsel for the Company with respect to New York and U.S. Federal law and continues to act as counsel for the Company with respect to New York and U.S. Federal law following the completion of the Business Combination.

Maples and Calder (Hong Kong) LLP, 26th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong has acted as counsel for MAC with respect to Cayman Islands law.

Ogier (Jersey) LLP. 44 Esplanade, St. Helier, Jersey, JE4 9WG has acted as counsel for the Company with respect to Jersey, Channel Islands law and continues to act as counsel for the Company with respect to Jersey law following the completion of the Business Combination.

Auditors

Marcum LLP, 6002 Rogerdale Rd #300, Houston, TX 77072, has acted as MAC’s independent auditor as of December 31, 2021 and for the period from March 11, 2021 (inception) through December 31, 2021.

Ernst & Young LLP, Ernst & Young Tower, 100 Adelaide St. W. PO Box 1, Toronto, Ontario, M5H 0B3 has acted as MAC’s independent auditor as of December 31, 2022, and for the year then ended.

Deloitte Touche Tohmatsu, 8 Parramatta Square, Level 37, 10 Darcy Street, Parramatta NSW 2150, Australia has acted as CMPL’s independent registered public accounting firm as of December 31, 2022 and 2021, and for each of the two years in the period ended December 31 2022 and as of December 31, 2021, December 31, 2020, and January 1, 2020 and for each of the two years in the period ended December 31, 2021.

Following the Business Combination, Ernst & Young LLP is expected to continue as the Company’s independent registered public accounting firm.

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3.

KEY INFORMATION

[Reserved]

Capitalization and Indebtedness

The following table sets forth the capitalization of the Company on an unaudited pro forma combined basis as of March 31, 2023, after giving effect to the Business Combination and the PIPE Financing:

As of March 31, 2023 (pro forma)	(US$ thousands)
Cash and cash equivalents		54,125
Equity:
Share capital		5
Additional paid-in capital		407,991
Foreign currency translation reserve		-
Capital reserves		-
Accumulated loss		(94,451	)
Total equity		313,545
Debt:
Loans and borrowings		700,800
Lease liabilities		17,356
Total debt		718,156
Total capitalization		1,085,826

Reasons for the Offer and Use of Proceeds

Not applicable.

Risk Factors

The risk factors associated with the Company are described in the Proxy Statement/Prospectus under the heading “Risk Factors,” which information is incorporated herein by reference.

ITEM 4.

INFORMATION ON THE COMPANY

History and Development of the Company

New MAC is a private limited company incorporated under the laws of Jersey, Channel Islands on July 29, 2022. For further information on the Business Combination, see “Explanatory Note” above. The history and development of New MAC and the material terms of the Business Combination are described in the Proxy Statement/Prospectus under the headings “Summary of the Proxy Statement/Prospectus,” “The Business Combination Proposal,” “The Share Sale Agreement” and “Description of New MAC Share Capital,” which are incorporated herein by reference.

New MAC owns no material assets other than its interests in its wholly-owned subsidiary, MAC-Sub. In addition, New MAC does not operate any business other than through CMPL, its wholly owned indirect subsidiary. CMPL is an Australian private company organized under the laws of Australia.

New MAC’s registered office is 3rd Floor, 44 Esplanade, St Helier, Jersey, JE4 9WG and New MAC’s telephone number is +44 1534 514 000. New MAC’s principal website address is https://www.metalsacquisition.com/. We do not incorporate the information contained on, or accessible through, New MAC’s websites into this Report, and you should not consider it a part of this Report. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s website is http://www.sec.gov.

Business Overview

Prior to the Business Combination, New MAC did not conduct any material activities other than those incidental to its formation and the matters contemplated by the Share Sale Agreement, such as the making of certain required securities law filings. Following and as a result of the Merger and the Business Combination, all of New MAC’s business is conducted through CMPL and its subsidiaries. A description of CMPL’s business is included in the Proxy Statement/Prospectus under the headings “Business of CMPL” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CMPL,” which are incorporated herein by reference.

Organizational Structure

Following implementation of the Merger and upon consummation of the Business Combination, CMPL has become a wholly-owned indirect subsidiary of the Company. The organizational chart of the Company is included in the Proxy Statement/Prospectus under the heading “The Share Sale Agreement—Organizational Structure—Post-Business Combination Structure” and is incorporated herein by reference.

Property, Plants and Equipment

New MAC’s property, plants and equipment are held through CMPL and its subsidiaries. Information regarding CMPL’s property, plants and equipment is described in the Proxy Statement/Prospectus under the heading “Business of CMPL—Properties” and “Business of CMPL —Operations” which information is incorporated herein by reference.

ITEM 4A.

UNRESOLVED STAFF COMMENTS

None.

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Following and as a result of the Merger and the Business Combination, all of New MAC’s business is conducted through CMPL and its subsidiaries. The discussion and analysis of the financial condition and results of operations of CMPL is included in the Proxy Statement/Prospectus under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CMPL” and in Exhibit 99.2 to MAC’s Current Report on Form 8-K filed with the SEC on May 26, 2023 under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which information is incorporated herein by reference.

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors and Senior Management

The directors and executive officers upon the consummation of the Business Combination are set forth in the Proxy Statement/Prospectus under the heading “Management of New MAC Following the Business Combination,” which information is incorporated herein by reference.

Compensation

Information pertaining to the compensation of the directors and executive officers of New MAC is set forth in the Proxy Statement/Prospectus under the heading “Executive Compensation,” which information is incorporated herein by reference.

Board Practices

Information pertaining to the Company’s board practices is set forth in the Proxy Statement/Prospectus under the heading “Management of New MAC Following the Business Combination,” which information is incorporated herein by reference.

Employees

Following and as a result of the Merger and the Business Combination, all of New MAC’s business is conducted through CMPL and its subsidiaries. Information pertaining to CMPL’s employees is set forth in the Proxy Statement/Prospectus under the heading “Business of CMPL—Employees,” which information is incorporated herein by reference.

Share Ownership

Ownership of the Company’s shares by its directors and executive officers upon consummation of the Business Combination is set forth in Item 7.A of this Report.

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Major Shareholders

The following table sets forth information regarding the beneficial ownership of New MAC Ordinary Shares as of the date hereof by:

each person known by us to be the beneficial owner of more than 5% of New MAC Ordinary Shares;

each of our directors and executive officers; and

all of our directors and executive officers as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if that person possesses sole or shared voting or investment power over that security. A person is also deemed to be a beneficial owner of securities that person has a right to acquire within 60 days including, without limitation, through the exercise of any option, warrant or other right or the conversion of any other security. Such securities, however, are deemed to be outstanding only for the purpose of computing the percentage beneficial ownership of that person but are not deemed to be outstanding for the purpose of computing the percentage beneficial ownership of any other person. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities.

As of the date hereof, there are 48,409,448 New MAC Ordinary Shares issued and outstanding.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all New MAC Ordinary Shares beneficially owned by them.

Beneficial Owners	New MAC Ordinary Shares		% of Total New MAC Ordinary Shares
Directors and Executive Officers⁽¹⁾
Michael (Mick) James McMullen^(2)(14)		560,000		1.2	%
Marthinus (Jaco) J. Crouse^(3)(14)		125,000		0.3	%
Dan Vujcic^(4)(14)		100,000		0.2	%
Patrice E. Merrin⁽¹⁴⁾		55,000		0.1	%
Rasmus Kristoffer Gerdeman⁽¹⁴⁾		75,000		0.2	%
Neville Joseph Power^(5)(14)		100,000		0.2	%
John Rhett Miles Bennett^(6)(14)		170,000		0.4	%
Charles D. McConnell⁽¹⁴⁾		50,000		0.1	%
All Directors and Executive Officers of New MAC as a Group (8 individuals)		1,235,000		2.6	%
5% Beneficial Owners
Green Mountain Metals LLC⁽⁷⁾		11,769,057		21.6	%
Glencore Operations Australia Pty Limited⁽⁸⁾		10,000,000		20.7	%
Fourth Sail Long Short LLC/Fourth Sail Discovery⁽⁹⁾		5,500,000		11.2	%
BlackRock Entities⁽¹⁰⁾		4,815,000		9.95	%
United Super Pty Ltd⁽¹¹⁾		3,300,000		6.8	%
Sprott Private Resource Lending LP⁽¹²⁾		4,687,500		9.1	%
Osisko Bermuda Limited⁽¹³⁾		4,000,000		8.3	%

(1)

Unless otherwise noted, the business address of each of the following entities or individuals is c/o Metals Acquisition Limited, 3^rd Floor, 44 Esplanade, St. St. Helier, Jersey, JE49WG.

(2)

Reflects (i) 410,000 New MAC Ordinary Shares beneficially owned by McMullen Geological Services Pty Ltd., an entity that he owns jointly with his spouse and which he shares voting and dispositive power over such shares and (ii) 150,000 New MAC Ordinary Shares beneficially owned by LILAID PTY LTD, McMullen Family No. 2 A/C (“McMullen Trust”). Mr. McMullen has voting and dispositive power over the shares beneficially owned by the McMullen Trust.

(3)

Reflects 125,000 New MAC Ordinary Shares beneficially owned by Mr. Crouse’s spouse, Katherine Irene Helen Crouse. Mr. Crouse disclaims beneficial ownership over the shares beneficially owned by Mrs. Crouse.

(4)

Reflects 100,000 New MAC Ordinary Shares beneficially owned by Tilt Natural Resources Capital Limited. Mr. Vujcic has voting and dispositive power over the shares beneficially owned by Tilt Natural Resources Capital Limited.

Reflects (i) 100,000 New MAC Ordinary Shares beneficially owned by Mascotte Capital Pty Ltd. (“Mascotte”), an entity that Mr. Power 100% owns. Mr. Power has voting and dispositive power over the shares beneficially owned by Mascotte.

(6)

Reflects 170,000 New MAC Ordinary Shares beneficially owned by Black Mountain Storage LLC, an entity that Mr. Bennett 100% owns. Mr. Bennett holds voting and dispositive power over the shares beneficially owned by Black Mountain Storage LLC.

(7)

Reflects (i) 5,640,362 New MAC Ordinary Shares and (ii) 6,128,695 New MAC Ordinary Shares underlying Private Placement Warrants exercisable within 60 days. The shares reported herein are beneficially owned in the name of the Sponsor. There are three managers of the Sponsor’s board of managers, Michael (Mick) James McMullen, John Rhett Miles Bennett, and Ashley Elizabeth Zumwalt-Forbes. Each manager has one vote, and the approval of two of the three members of the board of managers is required to approve an action of the Sponsor. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. This is the situation with regard to the Sponsor. Based upon the foregoing analysis, no individual manager of the Sponsor exercises voting or dispositive control over any of the securities beneficially owned by the Sponsor, even those in which he directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares.

(8)

Reflects 10,000,000 New MAC Ordinary Shares beneficially owned by Glencore Operations Australia Pty Limited. Glencore Operations Australia Pty Limited is a wholly-owned indirect subsidiary of Glencore plc, a company listed on the London Stock Exchange. The address of Glencore plc is Baarermattstrasse 3, CH 6340, Baar, Switzerland, and the address of Glencore Operations Australia Pty Limited is Level 44 Gateway, 1 Macquarie Place, Sydney NSW 2000, Australia.

(9)

Reflects (i) 635,500 New MAC Ordinary Shares and 63,550 New MAC Warrants owned by Fourth Sail Discovery LLC and (ii) 4,364,500 New MAC Ordinary Shares and 436,450 New MAC Warrants owned by Fourth Sail Long Short LLC. Fourth Sail Capital LP is the beneficial owner of such securities.

(10)

The registered holders of the referenced shares to be registered are the following funds and accounts under management by subsidiaries of BlackRock, Inc.: BlackRock Commodity Strategies Fund, a series of BlackRock Funds, BlackRock World Mining Trust plc, and BlackRock Global Funds - World Mining Fund. BlackRock, Inc. is the ultimate parent holding company of such subsidiaries. On behalf of such subsidiaries, the applicable portfolio managers, as managing directors (or in other capacities) of such entities, and/or the applicable investment committee members of such funds and accounts, have voting and investment power over the shares held by the funds and accounts which are the registered holders of the referenced shares. Such portfolio managers and/or investment committee members expressly disclaim beneficial ownership of all shares held by such funds and accounts. The address of such funds and accounts, such subsidiaries and such portfolio managers and/or investment committee members is 50 Hudson Yards, New York, NY 10001. Shares shown include only the securities being registered for resale and may not incorporate all shares deemed to be beneficially held by the registered holders or BlackRock, Inc.

(11)

Reflects 3,300,000 New MAC Ordinary Shares beneficially owned by United Super Pty Ltd as trustee for the Construction and Unions Superannuation Fund.

(12)

Reflects (i) 1,500,000 New MAC Ordinary Shares beneficially owned by Sprott Private Resource Lending II (Collector), LP and (ii) 3,187,500 New MAC Ordinary Shares underlying New MAC Warrants exercisable within 60 days beneficially owned by Sprott Private Resource Lending II (Collector-2), LP.

(13)

Reflects 4,000,000 New MAC Ordinary Shares. The shares reported herein are owned by Osisko Bermuda Limited. Osikso Gold Royalties Ltd is the beneficial owner of such securities.

(14)

Each of these individuals holds a direct or indirect interest in the Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Related Party Transactions

Information pertaining to New MAC’s related party transactions is set forth in the Proxy Statement/Prospectus under the headings “Certain CMPL Relationships and Related Party Transactions” and “Certain MAC Relationships and Related Party Transactions,” which are incorporated herein by reference.

Interests of Experts and Counsel

Not applicable.

ITEM 8.

FINANCIAL INFORMATION

Financial Statements and Other Financial Information

Financial Statements

Financial statements have been filed as part of this Report. See Item 18 “Financial Statements.”

Legal Proceedings

Legal or arbitration proceedings are described in the Proxy Statement/Prospectus under the headings “Business of CMPL—Legal Proceedings” and “Business of MAC—Legal Proceedings,” which are incorporated herein by reference.

Dividend Policy

New MAC’s policy on dividend distributions is described in the Proxy Statement/Prospectus under the heading “Price Range of Securities and Dividends —Dividend Policy,” which information is incorporated herein by reference.

Significant Changes

None.

ITEM 9.

THE OFFER AND LISTING

Offer and Listing Details

New MAC Ordinary Shares and New MAC Warrants are listed on NYSE under the symbols “MTAL” and “MTAL.WS,” respectively. Holders of New MAC Ordinary Shares and New MAC Warrants should obtain current market quotations for their securities.

Information regarding the lock-up restrictions applicable to the New MAC Ordinary Shares and New MAC Warrants held by the New MAC shareholders is included in the Proxy Statement/Prospectus under the heading “Shares Eligible for Future Sale—Lock-Up Agreement” and is incorporated herein by reference.

Plan of Distribution

Not applicable.

Markets

New MAC Ordinary Shares and New MAC Warrants are listed on NYSE under the symbols “MTAL” and “MTAL.WS,” respectively.

Selling Shareholders

Not applicable.

Dilution

Not applicable.

Expenses of the Issue

Not applicable.

ITEM 10.

ADDITIONAL INFORMATION

Share Capital

New MAC is authorized to issue a total of 220,000,000 New MAC Ordinary Shares, par value of $0.0001 per share and a total of 25,000,000 New MAC preference shares, par value of $0.0001 per share. As of the date hereof, subsequent to the closing of the Business Combination, there are 48,409,448 New MAC Ordinary Shares outstanding and issued. There are also 15,373,564 New MAC Warrants outstanding, each exercisable at $11.50 per one New MAC Ordinary Share, of which 8,838,260 are public warrants listed on NYSE and 6,535,304 are private placement warrants held by the Sponsor. There are also 3,187,500 New MAC Financing Warrants, each warrant entitles the holder to purchase one New MAC Ordinary Share.

Information regarding our share capital is included in the Proxy Statement/Prospectus under the section entitled “Description of New MAC Share Capital” and “Certain Agreements Related to the Business Combination —Mezzanine Debt Facility Agreements —Warrants,” each is incorporated herein by reference.

Memorandum and Articles of Association

The current memorandum and Articles of Association (“Articles”) of the Company, adopted by way of shareholder resolution on May 23, 2023, are filed as Exhibit 1.1 to this Report. The description of the Articles of the Company is included in the Proxy Statement/Prospectus under the heading “Description of New MAC Share Capital,” which information is incorporated herein by reference.

Material Contracts

Information regarding certain material contracts and related agreements is set forth in the Proxy Statement/Prospectus under the headings “Summary of the Proxy Statement/Prospectus— Certain Agreements Related to the Business Combination” and “Certain Agreements Related to the Business Combination,” which information is incorporated herein by reference.

Exchange Controls

There are no governmental laws, decrees, regulations or other legislation in Jersey that may affect the import or export of capital, including the availability of cash and cash equivalents for use by New MAC, or that may affect the remittance of dividends, interest, or other payments by New MAC to non-resident holders of New MAC Ordinary Shares. There is no limitation imposed by laws of Jersey, Channel Islands or in New MAC’s Articles on the right of non-residents to hold or vote New MAC’s Ordinary Shares.

Taxation

Information pertaining to tax considerations is set forth in the Proxy Statement/Prospectus under the headings “Material U.S. Federal Income Tax Considerations,” “Jersey Tax Considerations” and “Cayman Islands Tax Considerations,” which are incorporated herein by reference.

Dividends and Paying Agents

Information regarding New MAC’s policy on dividends is described in the Proxy Statement/Prospectus under the heading “Price Range of Securities and Dividends—Dividend Policy,” which information is incorporated herein by reference. New MAC has not paid any cash dividends on New MAC Ordinary Shares since the Business Combination and currently has no plan to pay cash dividends on such securities in the foreseeable future. New MAC has not identified a paying agent.

Statement by Experts

The financial statements of CMPL as of December 31, 2022 and December 31, 2021, and for each of the two years in the period ended December 31, 2022 and as of December 31, 2021, December 31, 2020, and January 1, 2020 and for each of the two years in the period ended December 31, 2021, incorporated in this Report by reference to the Registration Statement on Form F-4 (File No. 333-269007) of Metals Acquisition Limited, have been audited by Deloitte Touche Tohmatsu, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of Metals Acquisition Corp. as of December 31, 2022 and for the year then ended incorporated in this Report by reference to the Registration Statement on Form F-4 (File No. 333-269007) of Metals Acquisition Limited have been so incorporated in reliance on the report of Ernst & Young LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The financial statements of Metals Acquisition Corp as of December 31, 2021, the related statements of operations, changes in shareholders’ deficit and cash flows for the period from March 11, 2021 (inception) through December 31, 2021, incorporated in this Report by reference to the Registration Statement on Form F-4 (File No. 333-269007) of Metals Acquisition Corp have been audited by Marcum LLP, an independent registered public accounting firm, as set forth in their report thereon, and are incorporated by reference herein in reliance on such report given upon such firm as experts in auditing and accounting.

Documents on Display

We are subject to certain of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,” we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchase and sale of our shares. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. We may, but are not required, to furnish to the SEC, on Form 6-K, unaudited financial information after each of our first three fiscal quarters. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that we file with or furnish electronically with the SEC. You may read and copy any report or document we file, including the exhibits, at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.

Subsidiary Information

Not applicable.

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information set forth in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CMPL—Quantitative and Qualitative Disclosure About Market Risk” in the Proxy Statement/Prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CMPL —Quantitative and Qualitative Disclosure About Market Risk”, in Exhibit 99.2 to MAC’s Current Report on Form 8-K filed on May 26, 2023, is incorporated herein by reference.

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Warrants

Public Warrants

Upon the completion of the Merger, there were 8,838,260 New MAC Warrants outstanding. The New MAC public warrants, which entitle the holder to purchase one New MAC Ordinary Share at an exercise price of $11.50 per share, will become exercisable on July 15, 2023, which is 30 days after the completion of the Business Combination. The New MAC public warrants will expire on June 15, 2028 (i.e., five years after the completion of the Business Combination) or earlier upon redemption or liquidation in accordance with their terms.

Private Warrants

Following the completion of the Merger and upon consummation of the Business Combination, there were also 6,128,695 New MAC private placement warrants held by the Sponsor and 63,550 private placement warrants held by Fourth Sail Discovery LLC and 436,450 warrants held by Fourth Sail Long Short LLC. The New MAC private placement warrants are identical to the New MAC public warrants except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by New MAC, (ii) they (including the New MAC Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until July 15, 2023, which is 30 days after the completion of the Business Combination, and (iii) they may be exercised by the holders on a cashless basis.

New MAC Financing Warrants

Under the Mezz Facility, Sprott received a pro rata allocation of 3,187,500 warrants to purchase New MAC Ordinary Shares (the “New MAC Financing Warrants”). Each New MAC Financing Warrant entitles the holder to purchase one New MAC Ordinary Share. The New MAC Financing Warrant documentation will contain customary anti-dilution clauses. The New MAC Financing Warrants will be fully transferrable and will last for the full five-year term of the Mezz Facility with an exercise price of US$12.50 per share. Upon exercise, New MAC may either (i) cash-settle the New MAC Warrants, or (ii) direct the holder to off-set the exercise price against the outstanding principal amount of the facility. New MAC may elect to accelerate the exercise date for the New MAC Financing Warrants if New MAC Ordinary Shares are quoted on a recognized stock exchange as over two (2) times the exercise price for twenty (20) consecutive trading days.

PART II

ITEM 16. [Reserved]

A. Audit committee financial expert

Not applicable.

B. Code of Ethics

Not applicable.

C. Principal Accountant Fees and Services

Not applicable.

D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not applicable.

F. Change in Registrant's Certifying Accountant

None.

G. Corporate Governance

Not applicable.

H. Mine Safety Disclosure

Not applicable.

I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

J. Insider Trading Policies

Not applicable.

PART III

ITEM 17.

FINANCIAL STATEMENTS

Not applicable.

ITEM 18.

FINANCIAL STATEMENTS

The financial statements of Metals Acquisition Corp as of December 31, 2022 and 2021, and for the year ended December 31, 2022 and the period from March 11, 2021 (inception) through December 31, 2021, in the Registration Statement on Form F-4 (File No. 333-269007) between pages F-2 and F-31 are incorporated herein by reference.

The unaudited condensed interim financial statements of CMPL for the three months ended March 31, 2023 are attached as Exhibit 15.3 to this Report.

The unaudited consolidated financial statements of MAC for the three months ended March 31, 2023 are attached as Exhibit 15.2 to this Report.

The unaudited pro forma condensed combined financial information of CMPL and MAC are attached as Exhibit 15.1 to this Report.

ITEM 19.

EXHIBITS

EXHIBIT INDEX

EXHIBIT NUMBER		DESCRIPTION

1.1*		Amended and Restated Memorandum and Articles of Association of New MAC, dated May 23, 2023.

2.1		Warrant Agreement, dated as of July 28, 2021, by and between MAC and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.4 to MAC’s Current Report on Form 8-K filed on August 3, 2021).

4.1#		Share Sale Agreement, dated as of March 17, 2022, by and among Glencore Operations Australia Pty Limited, Metals Acquisition Corp. (Australia) Pty Ltd and Metals Acquisition Corp (incorporated by reference to Annex A to the Proxy Statement/Prospectus to the Registration Statement on Form F-4 (File. No. 333-269007), filed with the SEC on May 9, 2023).

4.2*		The merger agreement and plan of merger, dated May 22, 2023.

4.3#		Deed of Consent, Amendment and Covenant, dated as of November 22, 2022, by and among Glencore Operations Australia Pty Limited, Metals Acquisition Corp. (Australia) Pty Ltd, Metals Acquisition Corp and Metals Acquisition Limited (incorporated by reference to Annex A-1 to the Registration Statement on Form F-4 (File. No. 333-269007), filed with the SEC on May 9, 2023).

4.4		CMPL Share Sale Agreement Side Letter dated as of April 21, 2023, by and among Glencore Operations Australia Pty Limited, Metals Acquisition Corp. (Australia) Pty Ltd, Metals Acquisition Corp and Metals Acquisition Limited (incorporated by reference to Exhibit 2.1 to MAC’s Current Report on Form 8-K filed with the SEC on April 21, 2023).

4.5		CMPL Share Sale Agreement Side Letter dated as of May 31, 2023, by and among Glencore Operations Australia Pty Limited, Metals Acquisition Corp. (Australia) Pty Ltd, Metals Acquisition Corp and Metals Acquisition Limited (incorporated by reference to Exhibit 2.1 to MAC’s Current Report on Form 8-K filed with the SEC on May 31, 2023).

4.6		CMPL Share Sale Agreement Side Letter dated as of June 2, 2023, by and among Glencore Operations Australia Pty Limited, Metals Acquisition Corp. (Australia) Pty Ltd, Metals Acquisition Corp and Metals Acquisition Limited (incorporated by reference to Exhibit 2.1 to MAC’s Current Report on Form 8-K filed with the SEC on June 2, 2023).

4.7		Letter Agreement, dated July 28, 2021, between Metals Acquisition Corp, the Sponsor and each director and officer of Metals Acquisition Corp (incorporated by reference to Exhibit 10.4 to Metals Acquisition Corp’s Current Report on Form 8-K filed on August 3, 2021).

4.8		Form of Subscription Agreement, dated as of April 14, 2023 (incorporated by reference to Exhibit 10.1 to MAC’s Current Report on Form 8-K filed on April 17, 2023).

4.9		Syndicated Facilities Agreement, dated as of February 28, 2023, by and between Metals Acquisition Corp. (Australia) Pty Ltd, Citibank N.A., Sydney Branch, Bank of Montreal, Harris Bank N.A., The Bank of Nova Scotia, Australian Branch and National Bank of Canada, with Citisecurities Limited (incorporated by reference to Exhibit 10.1 to Metals Acquisition Corp’s Current Report on Form 8-K filed on March 2, 2023).

4.10		Mezzanine Debt Facility Loan Note Subscription Agreement, dated as of March 10, 2023, between Metals Acquisition Corp. (Australia) Pty Ltd, Metals Acquisition Corp, Metals Acquisition Limited, Sprott Private Resource Lending II (Collector-2), LP and Sprott Resource Lending Corp. (incorporated by reference to Exhibit 10.1 to Metals Acquisition Corp’s Current Report on Form 8-K filed on March 15, 2023).

4.11		Silver Purchase Agreement, dated as of March 20, 2023, by and between Metals Acquisition Corp. (Australia) Pty Ltd, Metals Acquisition Corp, Metals Acquisition Limited, and Osisko Bermuda Limited (incorporated by reference to Exhibit 10.1 to Metals Acquisition Corp’s Current Report on Form 8-K filed on March 22, 2023).

4.12		Silver Stream Subscription Agreement, dated as of March 20, 2023, by and between Metals Acquisition Limited, Metals Acquisition Corp, and Osisko Bermuda Limited (incorporated by reference to Exhibit 10.2 to Metals Acquisition Corp’s Current Report on Form 8-K filed on March 22, 2023).

4.13#		Copper Purchase Agreement, dated as of March 20, 2023, by and between Metals Acquisition Corp. (Australia) Pty Ltd, Metals Acquisition Corp, Metals Acquisition Limited, and Osisko Bermuda Limited (incorporated by reference to Exhibit 10.3 to Metals Acquisition Corp’s Current Report on Form 8-K filed on March 22, 2023).

4.14		Copper Stream Subscription Agreement, dated as of March 20, 2023, by and between Metals Acquisition Limited, Metals Acquisition Corp, and Osisko Bermuda Limited (incorporated by reference to Exhibit 10.4 to Metals Acquisition Corp’s Current Report on Form 8-K filed on March 22, 2023).

4.15*		Registration Rights Agreement, dated June 15, 2023.

4.16*#		Offtake Agreement, dated June 12, 2023.

4.17*#		Royalty Deed, dated June 16, 2023.

4.18†*		Metals Acquisition Limited 2023 Long-Term Incentive Plan as of June 12, 2023.

4.19†*		Metals Acquisition Limited 2023 Employee Stock Purchase Plan as of June 12, 2023.

4.20†*		Metals Acquisition 2023 Non-Employee Directors Deferred Unit Plan as of June 12, 2023.

4.21#		Investment Management Trust Agreement, dated July 28, 2921, between Continental Stock Transfer & Trust Company and Metals Acquisition Corp (incorporated by reference to Exhibit 10.2 to Metals Acquisition Corp’s Current Report on Form 8-K filed on August 3, 2021).

4.22		Director Nomination Side Letter, dated June 12, 2023 (incorporated by reference to Exhibit 10.2 to Metals Acquisition Corp’s Current Report on Form 8-K filed on June 12, 2023).

8.1*		List of subsidiaries of New MAC.

10.1*		Warrant Agreement, dated as of June 6, 2023, by and between Metals Acquisition Limited and Continental Stock Transfer & Trust Company.

10.2		Form of Indemnification Agreement, dated as of July 28, 2021, between Metals Acquisition Corp and each of its officers and directors (incorporated by reference to Exhibit 10.5 to Metals Acquisition Corp’s Current Report on Form 8-K filed on August 3, 2021).

15.1*		Unaudited Pro Forma Condensed Combined Financial Information of CMPL and MAC.

15.2		Unaudited consolidated financial statements of MAC for the three months ended March 31, 2023 followed by Management’s Discussion and Analysis of Financial Condition and Results of Operations of MAC for the three months ended March 31, 2023 (incorporated by reference to Exhibit 99.1 to Metals Acquisition Corp’s Current Report on Form 8-K filed on May 26, 2023).

15.3		Unaudited interim condensed financial statements of CMPL for the three months ended March 31, 2023 followed by Management’s Discussion and Analysis of Financial Condition and Results of Operations of CMPL for the three months ended March 31, 2023 (incorporated by reference to Exhibit 99.2 to Metals Acquisition Limited’s Current Report on Form 425 filed on May 26, 2023).

15.4*		Consent of Marcum LLP, independent registered accounting firm for Metals Acquisition Corp.

15.5*		Consent of Ernst & Young LLP, independent registered accounting firm for Metals Acquisition Corp.

15.6*		Consent of Deloitte Touche Tohmatsu, independent registered public accounting firm for Cobar Management Pty. Limited.

15.7*		Consent of Behre Dolbear Australia Pty Ltd.

15.8*		Consent of Cube Consulting Pty Ltd.

15.9*		Consent of Jan Coetzee.

15.10		Technical Report – CSA Copper Mine – New South Wales – Australia, effective as of April 18, 2023, by Behre Dolbear Australia Minerals industry consultants and other qualified persons (incorporated by reference to exhibit 96.1 to the Registration Statement on Form F-4 (File. No. 333-269007), filed with the SEC on May 9, 2023).

*	Filed herewith.

†	Indicates a management contract or any compensatory plan, contract or arrangement.

#	Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K on the basis that the Company customarily and actually treats that information as private or confidential and the omitted information is not material.

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this report on its behalf.

	METALS ACQUISITION LIMITED
June 22, 2023	By:	/s/ Michael James McMullen
		Name: Michael James McMullen Title: Chief Executive Officer

Exhibit 1.1

Metals Acquisition Limited

Registered company no 144625

(the Company)

Written resolutions of the sole member of the Company

The sole member of the Company passes the resolutions set out below pursuant to article 95(1B) of the Companies (Jersey) Law 1991 (as amended) (the Companies Law) and the Company's articles of association.

Alteration of share capital

It is resolved as a special resolution that, pursuant to Article 38(1)(a) of the Companies Law, the authorised share capital of the Company be increased by creating 25,000,000 preference shares of $0.0001 each.

It is resolved as a special resolution that, pursuant to Article 38(1)(f) of the Companies Law, the authorised share capital of the Company be diminished by cancelling 1,000,000 authorised but unissued ordinary shares of $0.0001 each in the capital of the Company.

Adoption of new memorandum of association

In order to give further effect to resolutions 1 and 2 above, it is resolved as a special resolution that the Company alter its memorandum of association by adopting the memorandum of association, attached hereto for identification purposes, as the new memorandum of association of the Company in place of the present memorandum of association.

Adoption of new articles of association

It is resolved as a special resolution that the Company alter its articles of association by adopting the articles of association, attached hereto for identification purposes, as the articles of association of the Company in place of the present articles of association.

/s/ Michael James McMullen		23 May 2023
For and on behalf of		Date signed
Green Mountain Metals LLC

APPENDIX

New memorandum and articles of association

Companies (Jersey) Law 1991

Company Limited by Shares

MEMORANDUM OF ASSOCIATION OF

METALS ACQUISITON LIMITED

(ADOPTED BY SPECIAL RESOLUTION DATED

23 MAY 2023)

Companies (Jersey) Law 1991

Company Limited by Shares

Memorandum of Association

Metals Acquisition Limited

The name of the Company is Metals Acquisition Limited.

The Company is a private company limited by shares.

The Company is a par value company.

The Company has unrestricted corporate capacity.

The liability of each member arising from his or her holding of a share is limited to the amount (if any) unpaid on it.

The share capital of the Company is $24,500 divided into:

6.1

220,000,000 ordinary shares of $0.0001 each; and

6.2

25,000,000 preference shares of $0.0001 each, in the capital of the Company.

Companies (Jersey) Law 1991

Company Limited by Shares

ARTICLES OF ASSOCIATION

METALS ACQUISITON LIMITED

(ADOPTED BY SPECIAL RESOLUTION DATED

23 MAY 2023)

CONTENTS

Definitions, interpretation and exclusion of Standard Table

Definitions			1
Interpretation			5
Exclusion of Standard Table			6

Shares

Power to issue Shares and options, with or without special rights			6
Power to issue fractions of a Share			6
Capital contributions without issue of further Shares			6
Limit on the number of Joint Holders			7
Treasury Shares			7

Class Rights Attributed to the Ordinary Shares

Class Rights Attributed to the Preference Shares

Register of Members and share certificates

Issue of share certificates			9
Renewal of lost or damaged share certificates			9
Uncertificated shares			10

ASX Restrictions

Application of this Article			10
General Restrictions			11
Restricted Securities			11

Transfer of shares

Form of transfer			12
Power to refuse registration			12
Notice of refusal to register			12
Fee, if any, payable for registration			13
Company may retain instrument of transfer			13
Transfer to branch register			13
Holding of Shares through Direct Registration System			13
Security			13
No lien on Secured Shares			14
No forfeiture of Secured Shares			14

Redemption, Purchase and Surrender of Shares, Treasury Shares

Power to pay for redemption or purchase in cash or in specie			15
Effect of redemption or purchase of a Share			15

Variation of Rights Attaching to Shares

Commission on Sale of Shares

Non-Recognition of Trusts

Transmission of Shares

Persons entitled on death of a Member			16
Registration of transfer of a Share following death or bankruptcy			16
Indemnity			17
Rights of person entitled to a Share following death or bankruptcy			17

Alteration of capital

Increasing, consolidating, converting, dividing and cancelling share capital			17
Reducing share capital			18
Sale of fractions of Shares			18

Closing Register of Members or Fixing Record Date

General Meetings

Power to call meetings			19
Annual general meetings			19
Content of notice			20
Period of notice			20
Persons entitled to receive notice			20
Publication of notice on a website			21
Time a website notice is deemed to be given			21
Required duration of publication on a website			21
Accidental omission to give notice or non-receipt of notice			21
Notice of other business			22
Written resolutions			26

Proceedings at meetings of Members

Quorum			27
Use of technology			27
Lack of quorum			28
Adjournment			28
Chairman			28
Right of a Director or auditor's representative to attend and speak			29
Method of voting			29
Taking of a poll			29
Chairman has casting vote			29

Voting rights of Members

Right to vote			29
Rights of Joint Holders			30
Member with mental disorder			30
Objections to admissibility of votes			30
Form of proxy			30
How and when proxy is to be delivered			31
Voting by proxy			32

Corporations Acting by Representatives at Meeting

Clearing Houses

Directors

Appointment, disqualification and removal of Directors

No age limit			33
No corporate Directors			33
Appointment of Directors			33
Removal of Directors			34
Filling of vacancies			34
Resignation of Directors			34
Corporate governance policies			34
No shareholding qualification			34

Directors' Fees and Expenses

Powers and duties of Directors

Delegation of powers

Power to delegate any of the Directors' powers to a committee			35
Power to appoint an agent of the Company			36
Power to appoint an attorney or authorised signatory of the Company			36
Management			36

Disqualification of Directors

Meetings of Directors

Regulation of Directors' meetings			37
Calling meetings			38
Use of technology			38
Quorum			38
Voting			38
Validity			39

Permissible Directors' interests and disclosure

Minutes

Written resolutions

Dividends

Payment of dividends by Directors			41
Apportionment of dividends			41
Right of set off			41
Power to pay other than in cash			41
How payments may be made			42
Dividends or other monies not to bear interest in absence of special rights			42
Unclaimed Dividends			42

Accounts and audits

Accounting and other records			43
No automatic right of inspection			43
Sending of accounts and reports			43
Time of receipt if documents are published on a website			44
Validity despite accidental error in publication on website			44
When accounts are to be audited			44

Audit

Seal

Company seal			45
Official seal			45
When and how seal is to be used			45
If no seal is adopted or used			45
Power to allow non-manual signatures and facsimile printing of seal			46
Validity of execution			46

Officers

Register of Directors and Officers

Capitalisation of profits

Notices

Form of notices			47
Signatures			48
Evidence of transmission			48
Delivery of notices			48
Giving notice to a deceased or bankrupt Member			48
Saving provisions			49

Authentication of Electronic Records

Application of Articles			49
Authentication of documents sent by Members by Electronic means			49
Authentication of document sent by the Secretary or Officers by Electronic means			50
Manner of signing			50
Saving provision			50

Information

Indemnity

Indemnity

Forum

Financial Year

Winding up

Distribution of assets in specie

Business Opportunities

Companies (Jersey) Law 1991

Company Limited by Shares

Articles of Association

Metals Acquisition Limited

Definitions, interpretation and exclusion of Standard Table

Definitions

1.1

In these Articles, unless otherwise defined, the defined terms shall have the meanings assigned to them as follows:

Affiliate means:

(a)

in the case of a natural person, such person's parents, parents-in-law, spouse, children or grandchildren, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by such person or any of the foregoing, and

(b)

in the case of a corporation, partnership or other entity or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity.

The term control shall mean the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting power of the corporation, or the partnership or other entity (other than, in the case of a corporation, shares having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors or equivalent decision-making body of such corporation, partnership or other entity; provided that the Company and its subsidiaries shall not be considered Affiliates of the Members.

Articles means, as appropriate:

(a)

these Articles of Association as amended from time to time; or

(b) two or more particular Articles of these Articles;
and Article refers to a particular Article of these Articles;

ASX means ASX Limited or Australian Securities Exchange, as the context requires;

Business Day means a day, excluding Saturdays or Sundays, on which banks in New York, New York, United States of America and the Island are open for general banking business throughout their normal business hours;

Commission means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act;

Company means the above-named company;

Company's Website means the website of the Company (if any);

Designated Stock Exchange means the New York Stock Exchange or any other stock exchange or automated quotation system on which the Company's securities are then traded;

Designee means an individual elected to the board of Directors that has been nominated by a Member in accordance with the Articles;

Directors means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof;

Dividend means any dividend (whether interim or final) resolved to be paid on Shares pursuant to these Articles;

Electronic has the meaning given to that term in the Electronic Communications (Jersey) Law 2000;

electronic communication means electronic transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than a majority vote of the Directors;

Electronic Record has the meaning given to that term in the Electronic Communications (Jersey) Law 2000;

Electronic Signature has the meaning given to that term in the Electronic Communications (Jersey) Law 2000;

Exchange Act means the United States Securities Exchange Act of 1934, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;

Exemption Order means the Companies (Transfers of Shares – Exemptions) (Jersey) Order 2014;

Fully Paid and Paid Up means that the agreed issue price for a Share has been fully paid or credited as paid in money or money's worth;

Island means Jersey, Channel Islands;

Joint Holders means two or more persons registered as the holders of a Share or Shares or who are jointly entitled to a Share or Shares by reason of the death or bankruptcy of the registered holder;

Law means the Companies (Jersey) Law 1991;

Market Price means for any given day, the price quoted in respect of the Ordinary Shares on the Designated Stock Exchange of the close of trading on such day, or if such day is not a date on which the Designated Stock Exchange is open, then the close of trading on the previous trading day;

Member means any person or persons entered on the register of members from time to time as the holder of a Share;

Member Associated Person a Member Associated Person of any Member shall mean:

(a)

any Affiliate of, or person acting in concert with, such Member;

(b)

any beneficial owner of Shares of the Company owned of record or beneficially by such Member and on whose behalf the proposal or nomination, as the case may be, is being made; or

(c)

any person controlling, controlled by or under common control with such person referred to in the preceding clauses (a) and (b);

Memorandum means the Memorandum of Association of the Company as amended from time to time;

month means a calendar month;

Nominating Member means:

(a)

the Member providing the notice of the nomination proposed to be made at a general meeting;

(b)

the beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed to be made at any general meeting is made; and

(c)

any affiliate or associate of such stockholder or beneficial owner;

Officer means a person appointed to hold an office in the Company; and the expression includes a Director or liquidator, but does not include the Secretary;

Ordinary Resolution means a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members entitled to vote;

Ordinary Shares means the ordinary shares of US$0.0001 each in the capital of the Company and having the rights and being subject to the restrictions specified in these Articles;

PDF means Portable Document Format;

Preference Shares means the preference shares of US$0.0001 each in the capital of the Company and having the rights and being subject to the restrictions specified in these Articles;

Register of Members means the register (including any branch register) maintained by the Company in accordance with Article 41 or Article 49 of the Law;

Registered Office means the registered office for the time being of the Company;

Regulations means the Companies (Uncertificated Securities) (Jersey) Order 1999 including any modification or re-enactment of them for the time being in force;

Seal means the common seal of the Company including any facsimile thereof;

Secretary means a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;

Securities Act means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statutes and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;

Share means any Ordinary Shares, Preference Share or any other share in the share capital of the Company, and the expression:

(a)

includes stock (except where a distinction between shares and stock is expressed or implied); and

(b)

where the context permits, also includes a fraction of a share;

signed means a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication;

Special Resolution has the meaning given to that term in the Law;

subsidiary has the meaning given to that term in Article 2 of the Law;

Treasury Share means a Share held in the name of the Company as a treasury share in accordance with the Law; and

year means a calendar year.

Interpretation

1.2

In the interpretation of these Articles, save where the context requires otherwise:

(a)

words importing the singular number shall include the plural number and vice versa;

(b)

words importing the masculine gender only (i.e., he and his) shall include the feminine gender (i.e., her and hers) and shall include references to entities without gender (i.e., it and its);

(c)

a reference to a person includes, as appropriate, a company, trust, partnership, joint venture, association, body corporate or government agency;

(d)

may shall be construed as permissive and "shall" shall be construed as imperative;

(e)

a reference to a dollar or dollars (or US$) is a reference to dollars of the United States of America;

(f)

references to a statutory enactment shall include reference to any amendment or re- enactment thereof for the time being in force;

(g)

any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

(h)

written and in writing means all modes of representing or reproducing words in visible form, including in the form of an electronic record and any requirements as to delivery under these Articles include delivery in the form of an electronic record; where used in connection with a notice served by the Company on Members or other persons entitled to receive notices hereunder, such writing shall also include a record maintained in an electronic medium which is accessible in visible form so as to be useable for subsequent reference;

(i)

the term "clear days" in relation to the period of a notice means that period excluding the day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect;

(j)

the term "holder" in relation to a Share means a person whose name is entered in the Register of Members as the holder of such Share;

(k)

headings are inserted for convenience only and do not affect the interpretation of these Articles, unless there is ambiguity;

(l)

where a word or phrase is given a defined meaning, another part of speech or grammatical form in respect to that word or phrase has a corresponding meaning; and

(m)

all references to time are to be calculated by reference to time in the place where the Company's registered office is located.

Exclusion of Standard Table

1.3

The regulations contained in the Standard Table adopted pursuant to the Companies (Standard Table) (Jersey) Order 1992 and any other regulations contained in any statute or subordinate legislation are expressly excluded and do not apply to the Company.

Shares

Power to issue Shares and options, with or without special rights

2.1

Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in a general meeting) and where applicable, the rules and regulations of the Designated Stock Exchange and/or any other competent regulatory authority or otherwise under applicable law, and without prejudice to any rights attached to any existing Shares, the Directors may, in their absolute discretion and without approval of the holders of Ordinary Shares, allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other rights or restrictions, whether in regard to Dividends or other distributions, voting, return of capital or otherwise any or all of which may be greater than the powers and rights associated with the Ordinary Shares, to such persons, at such times and on such other terms as they think proper, which shall be conclusively evidenced by their approval of the terms thereof, and may also (subject to the Law and these Articles) vary such rights.

2.2

The Company shall not issue Shares in bearer form and shall only issue Shares as fully paid.

Power to issue fractions of a Share

2.3

Subject to the Law, the Company may issue fractions of a Share of any class. A fraction of a Share shall be subject to and carry the corresponding fraction of liabilities, limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a Share of that class of Shares.

Capital contributions without issue of further Shares

2.4

With the consent of a Member, the Directors may accept a voluntary contribution from that Member without issuing Shares in return. If the Directors agree to accept a voluntary contribution from a Member, the Directors shall resolve whether that contribution shall be treated as an addition to the stated capital account of the Company or to a general reserve of the Company (it being understood that the contribution is not provided by way of loan).

Limit on the number of Joint Holders

2.5

In respect of a Share, the Company shall not be required to enter the names of more than four Joint Holders in the Register of Members of the Company.

2.6

If two or more persons are registered as Joint Holders of a Share, then any one of those Joint Holders may give effectual receipts for moneys payable in respect of that Share.

Treasury Shares

2.7

From time to time, the Company may hold its own Shares as Treasury Shares and the Directors may sell, transfer or cancel any Treasury Shares in accordance with the Law. For the avoidance of doubt, the Company shall not be entitled to vote or receive any distributions in respect of any Treasury Shares held by it.

Class Rights Attributed to the Ordinary Shares

3.1

The holders of the Ordinary Shares shall be:

(a)

entitled to Dividends in accordance with the relevant provisions of these Articles;

(b)

entitled to and are subject to the provisions in relation to winding up of the Company provided for in these Articles; and

(c)

entitled to receive notice of and attend general meetings of the Company and shall be entitled to one vote for each Ordinary Share registered in the name of such holder in the Register of Members, both in accordance with the relevant provisions of these Articles.

3.2

All Ordinary Shares shall rank pari passu with each other in all respects.

Class Rights Attributed to the Preference Shares

4.1

Preference Shares may be issued from time to time in one or more series, each of such series to have such voting powers (full or limited or without voting powers), designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as are stated and expressed to the holders upon issue thereof, or in any resolution or resolutions providing for the issue of such series adopted by the Directors as hereinafter provided.

4.2

Authority is hereby granted to the Directors, subject to the provisions of the Memorandum, these Articles and applicable law, to create one or more series of Preference Shares and, with respect to each such series, to fix by resolution or resolutions, without any further vote or action by the Members of the Company:

(a)

the number of Preference Shares to constitute such series and the distinctive designation thereof;

(b)

the dividend rate on the Preference Shares of such series, the dividend payment dates, the periods in respect of which dividends are payable (Dividend Period), whether such dividends shall be cumulative and, if cumulative, the date or dates from which dividends shall accumulate;

(c)

whether the Preference Shares of such series shall be convertible into, or exchangeable for, Shares of any other class or classes or any other series of the same or any other class or classes of Shares and the conversion price or prices or rate or rates, or the rate or rates at which such exchange may be made, with such adjustments, if any, as shall be stated and expressed or provided in such resolution or resolutions;

(d)

the preferences, if any, and the amounts thereof, which the Preference Shares of such series shall be entitled to receive upon the winding up of the Company;

(e)

the voting power, if any, of the Preference Shares of such series;

(f)

transfer restrictions and rights of first refusal with respect to the Preference Shares of such series; and

(g)

such other terms, conditions, special rights and provisions as may seem advisable to the Directors.

4.3

Notwithstanding the fixing of the number of Preference Shares constituting a particular series upon the issuance thereof, the Directors at any time thereafter may authorise the issuance of additional Preference Shares of the same series subject always to the Law and the Memorandum.

4.4

No Dividend shall be declared and set apart for payment on any series of Preference Shares in respect of any Dividend Period unless there shall likewise be or have been paid, or declared and set apart for payment, on all Preference Shares of each other series entitled to cumulative Dividends at the time outstanding which rank senior or equally as to Dividends with the series in question, Dividends pro rateably in accordance with the sums which would be payable on the said Preference Shares through the end of the last preceding Dividend Period if all Dividends were declared and paid in full.

4.5

If, upon the winding up of the Company, the assets of the Company distributable among the holders of any one or more series of Preference Shares which (a) are entitled to a preference over the holders of the Ordinary Shares upon such winding up and (b) rank equally in connection with any such distribution shall be insufficient to pay in full the preferential amount to which the holders of such Preference Shares shall be entitled, then such assets, or the proceeds thereof, shall be distributed among the holders of each such series of the Preference Shares pro rateably in accordance with the sums which would be payable on such distribution if all sums payable were discharged in full.

Register of Members and share certificates

Issue of share certificates

5.1

The Company shall maintain or cause to be maintained the Register of Members in accordance with the Law.

5.2

Subject to and to the extent permitted by the Law, the Company, or the Directors on behalf of the Company, may cause to be kept and maintained in any country, territory or place, a branch Register of Members resident in such country, territory or place, and the Company may, or the Directors on behalf of the Company may, make and vary such regulations as it or they may think fit regarding the keeping of any such branch register.

5.3

Upon being entered in the Register of Members as the holder of a Share, a Member shall, subject to Article 5.8, be entitled:

(a)

without payment, to one certificate for all the Shares of each class held by that Member (and, upon transferring a part of the Member's holding of Shares of any class, to a certificate for the balance of that holding); and

(b)

upon payment of such reasonable sum as the Directors may determine for every certificate after the first, to several certificates each for one or more of that Member's Shares.

5.4

Every certificate shall specify the number, class and distinguishing numbers (if any) of the Shares to which it relates and whether they are Fully Paid or partly paid up. A certificate may be executed under seal or executed in such other manner as the Directors determine.

5.5

The Company shall not be bound to issue more than one certificate for Shares held jointly by several persons and delivery of a certificate for a Share to one Joint Holder shall be a sufficient delivery to all of them.

5.6

All certificates for Shares shall be delivered personally or sent through the post addressed to the Member entitled thereto at the Member's registered address as appearing in the Register of Members. Every share certificate sent in accordance with these Articles will be sent at the risk of the Member or other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course of delivery.

Renewal of lost or damaged share certificates

5.7

If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to:

(a)

evidence;

(b)

indemnity;

(c)

payment of the expenses reasonably incurred by the Company in investigating the evidence; and

(d)

payment of a reasonable fee, if any, for issuing a replacement share certificate;

as the Directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.

Uncertificated shares

5.8

Subject to Article 5.9, at any time the Shares are listed on the Designated Stock Exchange (provided that the Designated Stock Exchange remains an "approved stock exchange" (as defined in the Exemption Order)), the Company shall not be required to (although may, in its absolute discretion choose to), provide a share certificate in accordance with Article 5.3.

5.9

Following a written request at any time from a Member to the Company requesting a share certificate in respect of Shares held by that Member, the Company shall, within 2 months of receipt by the Company of that written request, complete and have ready for delivery the certificate of such Shares in respect of which the request was made unless the conditions of allotment of the Shares otherwise provide.

ASX Restrictions

Application of this Article

6.1

This Article 6 only applies while the Company is admitted to the official list of ASX.

6.2

In this Article 6:

ASX Listing Rules means Listing Rules of ASX and any other rules of ASX which are applicable to the Company while the Company is admitted to the official list of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.

Escrow Period means the escrow period applicable to Restricted Securities in accordance with the ASX Listing Rules.

Restricted Securities has the meaning given to that term in the ASX Listing Rules.

Restriction Deed means each restriction deed within the meaning and for the purposes of the ASX Listing Rules.

General Restrictions

6.3

For such time as the Company is admitted to the official list of the ASX:

(a)

notwithstanding anything in these Articles, if the ASX Listing Rules prohibit an act being done, the act shall not be done;

(b)

nothing contained in these Articles prevents an act being done that the ASX Listing Rules require to be done;

(c)

if the ASX Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be);

(d)

if the ASX Listing Rules require these Articles to contain a provision and it does not contain such a provision, these Articles are deemed to contain that provision;

(e)

if the ASX Listing Rules require these Articles not to contain a provision and it contains such a provision, these Articles are deemed not to contain that provision; and

(f)

if any provision of these Articles is or becomes inconsistent with the ASX Listing Rules, these Articles are deemed not to contain that provision to the extent of the inconsistency.

Restricted Securities

6.4

For such time as the Company is admitted to the official list of ASX:

(a)

a holder of Restricted Securities must not dispose of, or agree to offer to dispose of, the securities during the Escrow Period except as permitted by the ASX Listing Rules or ASX;

(b)

if Restricted Securities are in the same class as quoted securities, the holder will be taken to have agreed in writing that the Restricted Securities are to be kept in the Company's issue sponsored sub register and are to have a holding lock applied for the duration of the Escrow Period applicable to those securities;

(c)

the Company will refuse to acknowledge any disposal (including, without limitation, to register any transfer) of Restricted Securities during the Escrow Period applicable to those securities except as permitted by the ASX Listing Rules or ASX;

(d)

a holder of Restricted Securities will not be entitled to participate in any return of capital on those securities during the Escrow Period applicable to those securities except as permitted by the ASX Listing Rules or ASX; and

(e)

if a holder of Restricted Securities breaches a Restriction Deed or a provision of these Articles restricting a disposal of those securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those securities for so long as the breach continues.

Transfer of shares

Form of transfer

7.1

Subject to these Articles (including Article 7.8), any agreement between a Member and the Company, and the rules or regulations of the Designated Stock Exchange or any relevant securities laws (including, but not limited to the Exchange Act), any Member may transfer all or any of his Shares by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the Directors acting reasonably and may be under hand or, if the transferor or transferee is a clearing house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Directors may approve from time to time.

7.2

The instrument of transfer shall be executed by or on behalf of the transferor. Without prejudice to the last preceding Article, the Directors may also resolve, either generally or in any particular case, upon request by the transferor or transferee to accept mechanically executed transfers. The transferor shall be deemed to remain the holder of the Share until the name of the transferee is entered into the Register of Members in respect thereof.

Power to refuse registration

7.3

The Directors may decline to recognise any instrument of transfer unless:

(a)

the instrument of transfer is in respect of only one class of Share;

(b)

the instrument of transfer is lodged at the Registered Office or such other place as the Register of Members is kept in accordance with the Law accompanied by the relevant share certificate(s) (if any) or such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); and

(c)

the instrument of transfer is duly and properly signed and endorsed or accompanied by the share certificates in respect of the relevant Shares or an indemnity.

Notice of refusal to register

7.4

If the Directors refuse to register a transfer of a Share, they must send notice of their refusal to the existing Member within two months after the date on which the transfer was lodged with the Company.

Fee, if any, payable for registration

7.5

If the Directors so decide, the Company may charge a reasonable fee for the registration of any instrument of transfer or other document relating to the title to a Share.

Company may retain instrument of transfer

7.6

The Company shall be entitled to retain any instrument of transfer which is registered; but an instrument of transfer which the Directors refuse to register shall be returned to the person lodging it when notice of the refusal is given.

Transfer to branch register

7.7

The Directors in so far as permitted by any applicable law and rules of the Designated Stock Exchange may, in their absolute discretion, at any time and from time to time transfer any Share upon the Register of Members to any branch register or any Share on any branch register to the Register of Members or any other branch register. In the event of any such transfer, the Member requesting such transfer shall bear the cost of effecting such transfer unless the Directors otherwise determine.

Holding of Shares through Direct Registration System

7.8

At any time any of the Shares are listed on the Designated Stock Exchange (provided that the Designated Stock Exchange remains an approved stock exchange (as defined in the Exemption Order)), a transfer of such Shares is exempt from the provisions of Article 42(1) of the Law requiring an instrument of transfer to be delivered to the Company where the following conditions are met in respect of such transfer:

(a)

the transfer is made:

(i)

to or from an approved central securities depository (as defined in the Exemption Order), or

(ii)

by means of a computer system (as defined in the Exemption Order); and

(b)

the transfer is in accordance with the relevant laws (as defined in the Exemption Order) applicable to, and relevant rules and regulations of, the Designated Stock Exchange.

Security

7.9

Notwithstanding any other provision of these Articles, if any of the shares of the Company (the Secured Shares) are subject to a security interest created pursuant to the Security Interests (Jersey) Law 1983 or 2012 (as amended, modified, replaced or superseded) (the Security Interests Law) and Secured Shares are to be transferred pursuant to the exercise of the power of sale or enforcement under the Security Interests Law or the provisions of the relevant security agreement:

(a)

Article 7.3 shall not apply;

(b)

the directors shall not refuse to register such a transfer of the Secured Shares if the following conditions have been satisfied:

(i)

a validly executed instrument of transfer relating to the Secured Shares has been lodged at the registered office of the Company; and

(ii)

the instrument of transfer is accompanied by the share certificate(s) in respect of the Secured Shares or, where the share certificate(s) are not available, a confirmation in writing that the share certificate has been lost or destroyed and that if it is found it will be returned to the directors; and

(c)

no fee shall be charged or payable in respect of the registration of any instrument of transfer or other document relating to or affecting the title to any such Secured Shares pursuant to Article 7.5 or otherwise.

No lien on Secured Shares

7.10

Notwithstanding any other provision of these Articles, if Secured Shares (as defined in Article 7.9) are to be transferred pursuant to the exercise of the power of sale or enforcement under the Security Interests Law or the provisions of the relevant security agreement, the Company shall not have any lien on any Secured Shares for any moneys (whether presently payable or not) payable at a fixed time or called in respect of any Secured Shares.

No forfeiture of Secured Shares

7.11

Notwithstanding any other provision of these Articles, no Secured Shares (as defined in Article 7.9) may be forfeited.

Redemption, Purchase and Surrender of Shares, Treasury Shares

8.1

Subject to the provisions, if any, in these Articles, the Memorandum, applicable law, including the Law and the rules of the Designated Stock Exchange, the Company may:

(a)

issue Shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Member on such terms and in such manner as the Directors may, before the issue of such Shares, determine; and

(b)

purchase its own Shares (including any redeemable Shares) in such manner and on such other terms as the Directors may agree with the relevant Member, provided that the manner of purchase is in accordance with any applicable requirements imposed from time to time by the Commission or the Designated Stock Exchange.

8.2

The Company may make a payment in respect of the redemption or purchase of Shares in any manner authorised by the Law, including out of capital, profits or the proceeds of a fresh issue of Shares.

8.3

The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share.

8.4

The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).

Power to pay for redemption or purchase in cash or in specie

8.5

When making a payment in respect of the redemption or purchase of Shares, the Directors may make the payment in cash or in specie (or partly in one way and partly in the other way).

Effect of redemption or purchase of a Share

8.6

Upon the date of redemption or purchase of a Share:

(a)

the Member holding that Share shall cease to be entitled to any rights in respect of the Share other than the right to receive:

(i)

the applicable payment for the Share; and

(ii)

any dividend declared in respect of the Share prior to the date of redemption or purchase;

(b)

the Member's name shall be removed from the Register of Members with respect to the Share; and

(c)

the Share shall be cancelled or become a Treasury Share.

For the purpose of this Article, the date of redemption or purchase is the date when the redemption or purchase occurs.

Variation of Rights Attaching to Shares

9.1

If at any time the share capital of the Company is divided into different classes of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued Shares of that class where such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of not less than two thirds of the issued Shares of that class or with the sanction of a resolution passed by a majority of not less than two thirds of the votes cast at a separate meeting of the holders of the Shares of that class. For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may not have a material adverse effect, to obtain consent from the holders of Shares of the relevant class. To any such meeting all the provisions of these Articles relating to general meetings shall apply mutatis mutandis, except that the necessary quorum shall be one person holding or representing by proxy at least one third of the issued Shares of the class and that any holder of Shares of the class present in person or by proxy may demand a poll.

9.2

For the purposes of a separate class meeting, the Directors may treat two or more or all the classes of Shares as forming one class of Shares if the Directors consider that such class of Shares would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate classes of Shares.

9.3

The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking in priority to or pari passu therewith.

Commission on Sale of Shares

The Company may, in so far as the Law permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful.

Non-Recognition of Trusts

Except as required by law:

(a)

no person shall be recognised by the Company as holding any Share on any trust; and

(b)

no person other than the Member shall be recognised by the Company as having any right in a Share.

Transmission of Shares

Persons entitled on death of a Member

12.1

If a Member dies, the survivor or survivors (where he was a Joint Holder) or his legal personal representatives (where he was a sole holder), shall be the only persons recognised by the Company as having any title to his Shares. The estate of a deceased Member is not thereby released from any liability in respect of any Share, for which he was a joint or sole holder.

Registration of transfer of a Share following death or bankruptcy

12.2

Any person becoming entitled to a Share in consequence of the death or bankruptcy, liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may be required by the Directors, elect, by a notice in writing sent by him to the Company, either to become the holder of such Share or to have some person nominated by him registered as the holder of such Share. If he elects to have another person registered as the holder of such Share he shall sign an instrument of transfer of that Share to that person. The Directors shall, in either case, have the same right to decline registration as they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy, liquidation or dissolution, as the case may be.

Indemnity

12.3

The Directors may require a person registered as a Member by reason of the death or bankruptcy of another Member to indemnify the Company and the Directors against any loss or damage suffered by the Company or the Directors as a result of that registration.

Rights of person entitled to a Share following death or bankruptcy

12.4

A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution of a Member (or in any other case than by transfer) shall be entitled to the same Dividends, other distributions and other advantages to which he would be entitled if he were the holder of such Share. However, he shall not, before becoming a Member in respect of a Share, be entitled in respect of it to exercise any right conferred by membership in relation to general meetings of the Company and the Directors may at any time give notice requiring any such person to elect either to be registered himself or to have some person nominated by him be registered as the holder of the Share (but the Directors shall, in either case, have the same right to decline registration as they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation or dissolution or any other case than by transfer, as the case may be). If the notice is not complied with within ninety days of being received or deemed to be received (as determined pursuant to these Articles) the Directors may thereafter withhold payment of all Dividends, other distributions, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.

Alteration of capital

Increasing, consolidating, converting, dividing and cancelling share capital

13.1

To the fullest extent permitted by the Law, the Company may by Special Resolution do any of the following (and amend its Memorandum and its Articles for that purpose):

(a)

increase or reduce the number of Shares that it is authorised to issue;

(b)

consolidate all or any of the Shares (whether issued or not) into fewer shares; or

(c)

divide all or any of the Shares (whether issued or not) into more shares.

13.2

All new Shares created hereunder shall be subject to the same provisions with reference to the payment of liens, transfer, transmission, forfeiture and otherwise as the Shares in the original share capital.

Reducing share capital

13.3

Subject to the Law and to any rights for the time being conferred on the Members holding a particular class of Shares, the Company may, by Special Resolution, reduce its share capital in any way.

Sale of fractions of Shares

13.4

Whenever, as a result of a consolidation or division of Shares, any Members would become entitled to fractions of a Share, the Directors may, in their absolute discretion, on behalf of those Members, sell the Shares representing the fractions for (i) the Market Price on the date of such consolidation or division, in the case of any shares listed on a Designated Stock Exchange, and (ii) the best price reasonably obtainable by the Company, in the case of any shares not listed on a Designated Stock Exchange, and distribute the net proceeds of sale in due proportion among those Members, and the Directors may authorise (and the relevant Member hereby authorises) any person to execute an instrument of transfer of the Shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the Shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.

Closing Register of Members or Fixing Record Date

14.1

For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose, the Directors may, after notice has been given by advertisement in an appointed newspaper or any other newspaper or by any other means in accordance with the rules and regulations of the Designated Stock Exchange or otherwise under applicable law, provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed forty days.

14.2

In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose.

14.3

If the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend or other distribution, the date on which notice of the meeting is sent or the date on which the resolution of the Directors resolving to pay such Dividend or other distribution is passed, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.

General Meetings

Power to call meetings

15.1

The Directors, the chief executive officer of the Company or the chairman of the board of Directors, may call a general meeting at any time.

15.2

If there are insufficient Directors to constitute a quorum and the remaining Directors are unable to agree on the appointment of additional Directors, the Directors must call a general meeting for the purpose of appointing additional Directors.

15.3

The Directors must also call a general meeting if requisitioned in the manner set out in the next two Articles.

15.4

The requisition must be in writing and given by one or more Members who together hold at least 10% of the rights to vote at such general meeting.

15.5

The requisition must also:

(a)

specify the objects of the meeting;

(b)

be signed by or on behalf of the requisitioners. The requisition may consist of several documents in like form signed by one or more of the requisitioners; and

(c)

be deposited at the Company's registered office in accordance with the notice provisions.

15.6

Should the Directors fail to call a general meeting within 21 days from the date of deposit of a requisition to be held within 2 months of that date, the requisitioners or any of them representing more than one half of the total voting rights of all of them, may call a general meeting to be held within three months from that date.

15.7

Without limitation to the foregoing, if there are insufficient Directors to constitute a quorum and the remaining Directors are unable to agree on the appointment of additional Directors, any one or more Members who together hold at least 10% of the rights to vote at a general meeting may call a general meeting for the purpose of considering the business specified in the notice of meeting which shall include as an item of business the appointment of additional Directors.

15.8

If the Members call a meeting under the above Articles, the Company shall reimburse their reasonable expenses.

Annual general meetings

15.9

The Company shall hold annual general meetings unless otherwise dispensed with in accordance with the Law. The first annual general meeting shall be held within a period of 18 months of the Company's incorporation and thereafter at least once in every calendar year. Not more than 18 months may elapse between one annual general meeting and the next.

Content of notice

15.10

Notice of a general meeting shall specify each of the following:

(a)

the place, the date and the time of the meeting;

(b)

if the meeting is to be held in two or more places, the technology that will be used to facilitate the meeting;

(c)

subject to Articles 15.10(d) and 15.20, the general nature of the business to be transacted;

(d)

if a resolution is proposed as a Special Resolution, the text of that resolution; and

(e)

in the case of an annual general meeting, that the meeting is an annual general meeting.

15.11

In each notice, there shall appear with reasonable prominence the following statements:

(a)

that a Member who is entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of that Member; and

(b)

that a proxy need not be a Member.

Period of notice

15.12

A general meeting, including an annual general meeting, shall be called by at least 14 clear days' notice (but not more than sixty (60) calendar days' notice). A meeting, however, may be called on shorter notice if it is so agreed:

(a)

in the case of an annual general meeting, by all the Members entitled to attend and vote at that meeting; and

(b)

in the case of any other meeting, by a majority in number of the Members having a right to attend and vote at that meeting, being a majority together holding not less than:

(i)

95% where a Special Resolution is to be considered; or

	(ii)	90% for all other meetings;

		of the total voting rights of the Members who have that right.

Persons entitled to receive notice

15.13

Subject to the provisions of these Articles and to any restrictions imposed on any Shares, the notice shall be given to the following people:

(a)

the Members;

(b)

persons entitled to a Share in consequence of the death or bankruptcy of a Member;

(c)

the Directors;

(d)

the Company's auditor (if any); and

(e)

persons entitled to vote in respect of a Share in consequence of the incapacity of a Member.

Publication of notice on a website

15.14

Subject to the Law, a notice of a general meeting may be published on a website providing the recipient is given separate notice of:

(a)

the publication of the notice on the website;

(b)

the address of the website;

(c)

the place on the website where the notice may be accessed;

(d)

how it may be accessed; and

(e)

the place, date and time of the general meeting.

15.15

If a Member notifies the Company that he is unable for any reason to access the website, the Company must as soon as practicable give notice of the meeting to that Member in writing or by any other means permitted by these Articles but this will not affect when that Member is deemed to have been given notice of the meeting.

Time a website notice is deemed to be given

15.16

A website notice is deemed to be given when the Member is given notice of its publication.

Required duration of publication on a website

15.17

Where the notice of meeting is published on a website, it shall continue to be published in the same place on that website from the date of the notification until the conclusion of the meeting to which the notice relates.

Accidental omission to give notice or non-receipt of notice

15.18

Proceedings at a meeting shall not be invalidated by the following:

(a)

an accidental failure to give notice of the meeting or an instrument of proxy to any person entitled to notice; or

(b)

non-receipt of notice of the meeting or an instrument of proxy by any person entitled to notice.

15.19

In addition, where a notice of meeting is published on a website, proceedings at the meeting shall not be invalidated merely because it is accidentally published:

(a)

in a different place on the website; or

(b)

for only part of the period from the date of the notification until the conclusion of the meeting to which the notice relates.

Notice of other business

15.20

No business may be transacted at any general meeting, other than business that is either:

(a)

specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Directors (or any duly authorised committee thereof) or pursuant to a requisition of a meeting by Members in accordance with Article 15.3,

(b)

otherwise properly brought before an annual general meeting by or at the direction of the Directors (or any duly authorised committee thereof); or

(c)

otherwise properly brought before an annual general meeting by any Member of the Company who:

(i)

is a Member of record on both (x) the date of the giving of the notice by such Member provided for in this Article and (y) the record date for the determination of Members entitled to vote at such annual general meeting; and

(ii)

complies with the notice procedures set forth in this Article.

15.21

In addition to any other applicable requirements, for business to be brought properly before a general meeting by a Member, such Member must have given timely notice thereof in proper written form to the Secretary of the Company and comply with Article 15.24and 15.27.

15.22

Members seeking to bring business before the annual general meeting or to nominate candidates for appointment as Directors at the annual general meeting must deliver notice to the registered office of the Company not less than 120 calendar days prior to the one-year anniversary of the Company's proxy statement released to Members in connection with the previous year's annual general meeting or, if the Company did not hold an annual general meeting the previous year, or if the calendar date of the current year's annual general meeting has been changed by more than 30 days from the calendar date of the previous year's annual general meeting, then the deadline shall be set by the board of Directors with such deadline being a reasonable time before the Company begins to print and send its related proxy materials.

15.23

All notices of general meetings shall be sent or otherwise given in accordance with this Article not less than fourteen (14) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and:

(a)

in the case of an extraordinary general meeting, the purpose or purposes for which the meeting is called (no business other than that specified in the notice may be transacted); or

(b)

in the case of the annual general meeting, those matters which the Directors, at the time of giving the notice, intend to present for action by the members (but any proper matter may be presented at the meeting for such action). The notice of any meeting at which Directors are to be elected shall include the name of any nominee or nominees who, at the time of the notice, the Directors intend to present for election.

15.24

For matters other than for the nomination for election of a Director to be made by a Member, to be timely such Member's notice shall be delivered to the Company at the principal executive offices of the Company not less than ninety (90) days and not more than one hundred twenty (120) days prior to the one-year anniversary of the preceding year's annual general meeting; provided, however, that if the Company's annual general meeting occurs on a date more than thirty (30) days earlier or later than the Company's prior year's annual general meeting, then the Directors shall determine a date a reasonable period prior to the Company's annual general meeting by which date the Members notice must be delivered and publicise such date in a filing pursuant to the Exchange Act, or via press release. Such publication shall occur at least fourteen (14) days prior to the date set by the Directors. Each Member shall have the right (but not the obligation) to nominate at any time the persons to be elected to the board of Directors in accordance with the provisions of these Articles for the election of Directors.

15.25

To be in proper written form, a Member's notice to the Company must set forth as to such matter such Member proposes to bring before the annual general meeting:

(a)

a reasonably brief description of the business desired to be brought before the annual general meeting, including the text of the proposal or business, and the reasons for conducting such business at the annual general meeting;

(b)

the name and address, as they appear on the Company's Register of Members, of the Member proposing such business and any Member Associated Person;

(c)

the class or series and number of Shares of the Company that are held of record or are beneficially owned by such Member or any Member Associated Person and any derivative positions held or beneficially held by the Member or any Member Associated Person;

(d)

whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of such Member or any Member Associated Person with respect to any securities of the Company, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit from share price changes for, or to increase or decrease the voting power of, such Member or any Member Associated Person with respect to any securities of the Company;

(e)

any material interest of the Member or a Member Associated Person in such business, including a reasonably detailed description of all agreements, arrangements and understandings between or among any of such Members or between or among any proposing Members and any other person or entity (including their names) in connection with the proposal of such business by such Member; and

(f)

a statement as to whether such Member or any Member Associated Person will deliver a proxy statement and form of proxy to holders of at least the percentage of the Company's voting Shares required under applicable law and the rules of the Designated Stock Exchange to carry the proposal.

15.26

In addition to any other applicable requirements for a nomination for election of a Director to be made by a Member of the Company (other than Directors to be nominated by any series of Preferred Shares, voting separately as a class), such Member must:

(a)

be a Member of record on both:

(i)

the date of the giving of the notice by such Member provided for in this Article; and

(ii)

the record date for the determination of Members entitled to vote at such annual general meeting;

(b)

on each such date beneficially own more than 15% of the issued Ordinary Shares (unless otherwise provided in the Exchange Act or the rules and regulations of the Commission); and

(c)

have given timely notice thereof in proper written form to the Secretary of the Company.

If a Member is entitled to vote only for a specific class or category of Directors at a meeting of the Members, such Member's right to nominate one or more persons for election as a Director at the meeting shall be limited to such class or category of Directors.

15.27

To be timely for purposes of Article 15.25, a Member's notice shall be delivered to or mailed and received at the principal executive offices of the Company not less than ninety (90) nor more than one hundred twenty (120) days prior to the meeting; provided, however, that in the event less than one hundred thirty (130) days' notice or prior public disclosure of the date of the meeting is given or made to Members, notice by the Member to be timely must be so received not later than the close of business on the tenth (10th) day following the earlier of the day on which such notice of the date of the meeting was mailed or such public disclosure was made.

15.28

To be in proper written form for purposes of Article 15.25, a Member's notice to the Secretary must set forth:

(a)

as to each Nominating Member:

(i)

the information that is requested in Articles 15.25(b) to 15.25(f); and

(ii)

any other information relating to such Member that would be required to be disclosed pursuant to any applicable law and rules of the Commission or of the Designated Stock Exchange; and

(b)

as to each person whom the Member proposes to nominate for election as a Director:

(i)

all information that would be required by Articles 15.25(b) to 15.25(f) if such nominee was a Nominating Member, except such information shall also include the business address and residence address of the person;

(ii)

the principal occupation or employment of the person;

(iii)

all information relating to such person that is required to be disclosed in solicitations of proxies for appointment of Directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act or any successor provisions thereto, and any other information relating to the person that would be required to be disclosed pursuant to any applicable law and rules of the Commission or of the Designated Stock Exchange; and

(iv)

a description of all direct and indirect compensation and other material monetary arrangements and understandings during the past three years, and any other material relationship, between or among any Nominating Member and its Affiliates and associates, on the one hand, and each proposed nominee, his respective Affiliates and associates, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K of the Exchange Act if such Nominating Member were the "registrant" for purposes of such rule and the proposed nominee were a director or executive officer of such registrant.

Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a Director if elected. The Company may require any proposed nominee to furnish such other information as may be reasonably required by the Company to determine the eligibility of such proposed nominee to serve as an independent Director of the Company in accordance with the rules of the Designated Stock Exchange.

15.29

Unless otherwise provided by:

(i)

the terms of these Articles;

(ii)

any series of Preferred Shares; or

(iii)

any agreement among Members or other agreement, in the case of this clause (iii), approved by the Directors, only persons who are nominated in accordance with the procedures set forth above, shall be eligible to serve as Directors.

If the chairman of a general meeting determines that a proposed nomination was not made in compliance with these Articles, he or she shall declare to the general meeting that nomination is defective and such defective nomination shall be disregarded. Notwithstanding the foregoing provisions of these Articles, if the Nominating Member (or a qualified representative of the Nominating Member) does not appear at the general meeting to present the nomination, such nomination shall be disregarded.

15.30

Subject to the other provisions of these Articles, the Company may by Ordinary Resolution appoint any person to be a Director.

15.31

Subject to these Articles, a Director shall hold office until the expiry of his or her term as contemplated by Article 20.2 or, until such time as he or she vacates office in accordance with Article 25.1.

15.32

No person shall be eligible for election as a Director of the Company unless nominated in accordance with the procedures set forth in this Article. If the chairman of an annual general meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded. This Article 15 shall not apply to any nomination of a Director (a) in an election in which only the holders of one or more series of Preferred Shares of the Company are entitled to vote (unless otherwise provided in the terms of such series of Preferred Shares) or (b) by the Directors pursuant to Article 21.3.

Written resolutions

15.33

Members may pass a resolution in writing without holding a meeting if the following conditions are met:

(a)

all Members entitled to vote must receive:

(i)

a copy of the resolution; and

(ii)

a statement informing the Members:

(A)

how to signify agreement to the resolution; and

(B)

as to the date by which the resolution must be passed if it is not to lapse (or if no date is given the resolution shall lapse 28 days after the circulation date);

(b)

the specified majority of Members entitled to vote:

(i)

sign a document; or

(ii)

sign several documents in the like form each signed by one or more of those Members; and

(c)

the signed document or documents is or are delivered to the Company at the place and by the time nominated by the Company in the notice of the resolution including, if the Company so nominates, by delivery of an Electronic Record by Electronic means to the address specified for that purpose.

Such written resolution shall be as effective as if it had been passed at a meeting of all Members entitled to vote duly convened and held.

15.34

Each Member shall have one vote for each Share he holds which confers the right to receive and vote on a written resolution and unless the resolution in writing signed by the Member is silent, in which case all Shares held are deemed to have been voted, the number of Shares specified in the resolution in writing shall be deemed to have been voted.

15.35

If a written resolution is described as a Special Resolution or as an Ordinary Resolution, it has effect accordingly.

Proceedings at meetings of Members

Quorum

16.1

No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. Members holding in aggregate not less than a simple majority of all voting share capital of the Company in issue present in person or by proxy shall be a quorum, provided that the minimum quorum for any meeting shall be two Members entitled to vote.

Use of technology

16.2

A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting.

Lack of quorum

16.3

If a quorum is not present within 30 minutes of the time appointed for the meeting, or if at any time during the meeting it becomes inquorate, then the following provisions apply:

(a)

if the meeting was requisitioned by Members entitled to vote, it shall be cancelled; or

(b)

in any other case, the meeting shall stand adjourned to the same time and place seven days hence, or to such other time or place as is determined by the Directors.

Adjournment

16.4

When a meeting is adjourned to another time and place, unless these Articles otherwise require, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum. At the adjourned meeting the Company may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member of record entitled to vote at the meeting.

16.5

A determination of the Members of record entitled to notice of or to vote at a general meeting shall apply to any adjournment of such meeting unless the Directors fix a new record date for the adjourned meeting, but the Directors shall fix a new record date if the meeting is adjourned for more than thirty (30) days from the date set for the original meeting.

16.6

The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

16.7

When a general meeting is postponed for thirty days or more, notice of the postponed meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of a postponed meeting. All proxy forms submitted for the original general meeting shall remain valid for the postponed meeting. The Directors may postpone a general meeting which has already been postponed.

Chairman

16.8

The chairman of the board of Directors shall preside as chairman at every general meeting of the Company. If at any meeting the chairman of the board of Directors is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman, the Directors present shall elect one of their number as chairman of the meeting or if all the Directors present decline to take the chair, the Members present shall choose one of their own number to be the chairman of the meeting.

Right of a Director or auditor's representative to attend and speak

16.9

Even if a Director or a representative of the auditor (if any) is not a Member, he shall be entitled to attend and speak at any general meeting and at any separate meeting of Members holding a particular class of Shares.

Method of voting

16.10

All resolutions put to the vote of the meeting shall be decided on a poll. Each Member shall have one vote for each Share he holds which confers the right to receive and vote on a resolution put to the vote of a meeting, unless any Share carries special voting rights.

Taking of a poll

16.11

A poll shall be taken in such manner as the chairman directs and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. He may appoint scrutineers (who need not be Members) and fix a place and time for declaring the result of the poll.

16.12

A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll.

Chairman has casting vote

16.13

In the case of an equality of votes, the chairman of the meeting shall be entitled to a second or casting vote.

Voting rights of Members

Right to vote

17.1

Unless their Shares carry no right to vote, or unless an amount presently payable has not been paid, all Members are entitled to vote at a general meeting and all Members holding Shares of a particular class are entitled to vote at a meeting of the holders of that class of Shares (whether present in person or by proxy).

17.2

Members may vote in person or by proxy.

17.3

A Member who is entitled to vote shall have one vote for each Share he holds, unless any Share carries special voting rights.

17.4

A fraction of a Share carrying the right to vote shall entitle its holder to an equivalent fraction of one vote.

17.5

No Member is bound to vote all its Shares or any of them, nor is he bound to vote each of his Shares in the same way.

17.6

No Member shall be entitled to vote at any general meeting unless all sums presently payable by such Member in respect of Shares in the Company have been paid.

Rights of Joint Holders

17.7

If Shares are held jointly, only one of the Joint Holders may vote. If more than one of the Joint Holders tenders a vote, the vote of the holder whose name in respect of those Shares appears first in the Register of Members shall be accepted to the exclusion of the votes of the other Joint Holders.

Member with mental disorder

17.8

A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Island or elsewhere) in matters concerning mental disorder may vote by that Member's receiver, curator bonis or other person authorised or appointed by that court.

17.9

For the purpose of the preceding Article, evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote must be received not less than 24 hours before holding the relevant meeting or the adjourned meeting in any manner specified for the delivery of forms of appointment of a proxy, whether in writing or by Electronic means. In default, the right to vote shall not be exercisable.

Objections to admissibility of votes

17.10

An objection to the validity of a person's vote may only be raised at the meeting or at the adjourned meeting at which the vote is sought to be tendered and every vote not disallowed at the meeting shall be valid. Any objection duly made shall be referred to the chairman whose decision shall be final and conclusive.

Form of proxy

17.11

An instrument appointing a proxy shall be in any usual or common form (or in any other form approved by the Directors) and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll. A Member may appoint more than one proxy to attend on the same occasion.

17.12

An instrument appointing a proxy that is in writing must be signed in one of the following ways:

(a)

by the Member;

(b)

by the Member's authorised attorney; or

(c)

if the Member is a corporation or other body corporate, under seal or signed by a duly authorised signatory (including an authorised officer, secretary or attorney).

If the Directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying the Articles about authentication of Electronic Records.

17.13

The Directors may require the production of any evidence which they consider necessary to determine the validity of any appointment of a proxy.

17.14

A Member may revoke the appointment of a proxy by notice to the Company duly signed in accordance with Article 17.12 prior to the time specified by the Company for the revocation of proxies for the meeting or adjourned meeting, but no earlier than 48 hours prior to the meeting; (for which purpose no account shall be taken of any part of a day that is not a working day); but such revocation will not affect the validity of any acts carried out by the proxy before the Directors of the Company had actual notice of the revocation.

How and when proxy is to be delivered

17.15

Subject to the following Articles, the form of appointment of a proxy and any authority under which it is signed, or a copy of the authority certified notarially or in any other way approved by the Directors, must be delivered so that it is received by the Company prior to the time specified by the Company for voting by proxy at the meeting. They must be delivered in either of the following ways:

(a)

in the case of an instrument in writing, it must be left at or sent by post:

(i)

to the registered office of the Company; or

(ii)

to such other place within the Island specified in the notice convening the meeting or in any form of appointment of proxy sent out by the Company in relation to the meeting; or

(b)

if, pursuant to the notice provisions, a notice may be given to the Company in an Electronic Record, an Electronic Record of an appointment of a proxy must be sent to the address specified pursuant to those provisions unless another address for that purpose is specified:

(i)

in the notice convening the meeting;

(ii)

in any form of appointment of a proxy sent out by the Company in relation to the meeting; or

(iii)

in any invitation to appoint a proxy issued by the Company in relation to the meeting.

17.16

Where a poll is taken, the form of appointment of a proxy and any accompanying authority (or an Electronic Record of the same) must be delivered as required under Article 17.15.

17.17

If the form of appointment of proxy is not delivered on time, it is invalid.

Voting by proxy

17.18

A proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would have had except to the extent that the instrument appointing him limits those rights. Notwithstanding the appointment of a proxy, a Member may attend and vote at a meeting or adjourned meeting. If a Member votes on any resolution, a vote by his proxy on the same resolution, unless in respect of different Shares, shall be invalid.

Corporations Acting by Representatives at Meeting

18.1

Save where otherwise provided, a corporate Member must act by one or more duly authorised representatives.

18.2

A corporate Member wishing to act by a duly authorised representative must identify that person to the Company by notice in writing.

18.3

The authorisation may be for any period of time, and must be delivered to the Company before the commencement of the meeting at which it is first used.

18.4

The Directors of the Company may require the production of any evidence which they consider necessary to determine the validity of the notice.

18.5

Where a duly authorised representative is present at a meeting that Member is deemed to be present in person, and the acts of the duly authorised representative are personal acts of that Member.

18.6

A corporate Member may revoke the appointment of a duly authorised representative at any time by notice to the Company, but such revocation will not affect the validity of any acts carried out by the duly authorised representative before the Directors of the Company had actual notice of the revocation.

Clearing Houses

If a clearing house or depository (or its nominee) is a Member it may, by resolution of its Directors, other governing body or authorised individual(s) or by power of attorney, authorise such person or persons as it thinks fit to act as its representative or representatives at any general meeting of the Company or at any general meeting of any class of Members; provided that, if more than one person is so authorised, the authorisation shall specify the number and class of Shares in respect of which each such person is so authorised. A person so authorised pursuant to this provision shall be entitled to exercise the same powers on behalf of the clearing house (or its nominee) which he represents as that clearing house (or its nominee) could exercise if it were an individual Member of the Company holding the number and class of Shares specified in such authorisation.

Directors

20.1

The minimum number of Directors shall be one and the maximum number of Directors shall be fourteen, unless increased or decreased from time to time by the Directors. So long as Shares are listed on the Designated Stock Exchange, the board of Directors shall include such number of "independent directors" as the relevant rules applicable to the listing of any Shares on the Designated Stock Exchange require.

20.2

The Directors shall be divided into three classes: Class I, Class II and Class III. The classes for the Directors shall be as determined by a resolution of the board of directors. At the first annual general meeting of Members, the term of office of the Class I Directors shall expire and Class I Directors shall be elected for a full term of three (3) years. At the second annual general meeting of Members, the term of office of the Class II Directors shall expire and Class II Directors shall be elected for a full term of three (3) years. At the third annual general meeting of Members, the term of office of the Class III Directors shall expire and Class III Directors shall be elected for a full term of three (3) years. At each succeeding annual general meeting of Members, Directors shall be elected for a full term of three (3) years to succeed the Directors of the class whose terms expire at such annual general meeting. Notwithstanding the foregoing provisions of this Article, each Director shall hold office until the expiration of his term, until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. No decrease in the number of Directors constituting the Directors shall shorten the term of any incumbent Director.

Appointment, disqualification and removal of Directors

No age limit

21.1

There is no age limit for Directors save that they must be aged at least 18 years.

No corporate Directors

21.2

A Director must be a natural person.

Appointment of Directors

21.3

Subject to applicable law and the listing rules of the Designated Stock Exchange:

(a)

the Directors may appoint any person to be a Director as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors; and

(b)

the Company may by Ordinary Resolution appoint any person to be a Director (subject to the requirements of Article 15).

Removal of Directors

21.4

A Director may be removed from office by the Members by Special Resolution for cause or by the board of Directors by resolution made by the Directors, with or without cause, at any time before the expiration of his term notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement).

Filling of vacancies

21.5

A vacancy on the board of Directors may be filled only by the affirmative vote of a simple majority of the remaining Directors present and voting at a meeting of the Directors, subject to these Articles, applicable law and the listing rules of the Designated Stock Exchange.

Resignation of Directors

21.6

A Director may at any time resign the office by giving to the Company notice in writing or, if permitted pursuant to the notice provisions, in an Electronic Record delivered in either case in accordance with those provisions.

21.7

Unless the notice specifies a different date, the Director shall be deemed to have resigned on the date on which the notice is delivered to the Company.

Corporate governance policies

21.8

The Directors may, from time to time, and except as required by applicable law or the listing rules of the Designated Stock Exchange, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives, which shall be intended to set forth the policies of the Company and the Directors on various corporate governance related matters, as the Directors shall determine by resolution from time to time.

No shareholding qualification

21.9

A Director shall not be required to hold any Shares in the Company by way of qualification. A Director who is not a Member of the Company shall nevertheless be entitled to receive notice of and to attend and speak at general meetings of the Company and all classes of Shares of the Company.

Directors' Fees and Expenses

22.1

The Directors may receive such remuneration as the Directors may from time to time determine. The Directors may be entitled to be repaid all traveling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of the Directors or committees of the Directors or general meetings or separate meetings of any class of securities of the Company or otherwise in connection with the discharge of his duties as a Director.

22.2

Any Director who performs services which in the opinion of the Directors go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Directors may determine and such extra remuneration shall be in addition to or in substitution for any ordinary remuneration provided for, by or pursuant to any other Article.

Powers and duties of Directors

23.1

Subject to the provisions of the Law, the Memorandum, these Articles and any resolutions made in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company.

23.2

No prior act of the Directors shall be invalidated by any subsequent alteration of the Memorandum or these Articles or any direction given by Special Resolution. However, to the extent allowed by the Law, Members may in accordance with the Law validate any prior or future act of the Directors which would otherwise be in breach of their duties.

Delegation of powers

Power to delegate any of the Directors' powers to a committee

24.1

The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; provided that any committee so formed shall include amongst its members at least two Directors unless otherwise required by applicable law or the rules of the Designated Stock Exchange; provided further that no committee shall have the power or authority to (a) recommend to the Members an amendment of these Articles (except that a committee may, to the extent authorised in the resolution or resolutions providing for the issuance of Shares adopted by the Directors as provided under the laws of Jersey, fix the designations and any of the preferences or rights of such Shares relating to dividends, redemption, dissolution, any distribution of assets of the Company or the conversion into, or the exchange of such Shares for, Shares of any other class or classes or any other series of the same or any other class or classes of Shares of the Company); (b) adopt an agreement of merger or consolidation; (c) recommend to the Members the sale, lease or exchange of all or substantially all of the Company's property and assets; (d) recommend to the Members a dissolution of the Company or a revocation of a dissolution; (e) recommend to the Members an amendment of the Memorandum; or (f) declare a dividend or authorise the issuance of Shares unless the resolution establishing such committee (or the charter of such committee approved by the Directors) permits the committee to so declare or authorize. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.

24.2

Unless otherwise permitted by the Directors, a committee must follow the procedures prescribed for the taking of decisions by Directors.

Power to appoint an agent of the Company

24.3

The Directors may appoint any person, either generally or in respect of any specific matter, to be the agent of the Company with or without authority for that person to delegate all or any of that person's powers. The Directors may make that appointment:

(a)

by causing the Company to enter into a power of attorney or agreement; or

(b)

in any other manner they determine.

Power to appoint an attorney or authorised signatory of the Company

24.4

The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretion vested in him.

24.5

Any power of attorney or other appointment may contain such provision for the protection and convenience of persons dealing with the attorney or authorised signatory as the Directors think fit. Any power of attorney or other appointment may also authorise the attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in that person.

Management

24.6

The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the following paragraphs shall be without prejudice to the general powers conferred by this paragraph.

24.7

The Directors from time to time and at any time may establish any advisory committees, local boards or agencies for managing any of the affairs of the Company and may appoint any persons to be members of such advisory committees or local boards and may appoint any agents of the Company and may fix the remuneration of any of the aforesaid.

24.8

The Directors from time to time and at any time may delegate to any such advisory committee, local board or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time being of any such local advisory committee or board, or any of them to fill up any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

24.9

Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities, and discretions for the time being vested to them.

24.10

The Directors shall elect, by the affirmative vote of a majority of the Directors then in office, a chairman. The chairman of the board of Directors shall be a Director or an officer of the Company. Subject to the provisions of these Articles and the direction of the Directors, the chairman of the board of Directors shall perform all duties and have all powers which are commonly incident to the position of chairman of a board or which are delegated to him or her by the Directors, preside at all general meetings and meetings of the Directors at which he or she is present and have such powers and perform such duties as the Directors may from time to time prescribe.

Disqualification of Directors

25.1

Subject to these Articles, the office of Director shall be vacated, if the Director:

(a)

becomes bankrupt or makes any arrangement or composition with his creditors;

(b)

dies or is found to be or becomes, in the opinion of a registered medical practitioner by whom he is being treated, physically or mentally incapable of acting as a Director;

(c)

resigns his office by notice to the Company in accordance with Articles 21.6 and 21.7;

(d)

is prohibited by applicable law or the Designated Stock Exchange from being a Director;

(e)

without special leave of absence from the Directors, is absent from meetings of the Directors for six consecutive months and the Directors resolve that his office be vacated; or

(f)

is removed from office pursuant to these Articles or any other agreement between the Director and the Company or any of its subsidiaries.

25.2

If the office of Director is terminated or vacated for any reason, he shall thereupon cease to be a member of any committee of the board of Directors of the Company.

Meetings of Directors

Regulation of Directors' meetings

26.1

Subject to the provisions of these Articles, the Directors may regulate their proceedings as they think fit.

Calling meetings

26.2

The chairman of the board of Directors, a majority of the Directors or the Secretary on request of a Director may at any time summon a meeting of the Directors by twenty-four (24) hour notice to each Director in person, by telephone, facsimile, electronic email, or in such other manner as the Directors may from time to time determine, which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors either at, before or after the meeting is held. Notice of a meeting need not be given to any Director (i) who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or (ii) who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Directors. All such waivers, consents, and approvals shall be filed with the corporate records or made part of the minutes of the meeting. A waiver of notice need not specify the purpose of any regular or special meeting of the Directors.

Use of technology

26.3

A Director or Directors may participate in any meeting of the Directors, or of any committee appointed by the Directors of which such Director or Directors are members, by means of telephone or similar communication equipment by way of which all persons participating in such meeting can hear each other and such participation shall be deemed to constitute presence in person at the meeting. Unless otherwise determined by the Directors, the meeting shall be deemed to be held at the place where the chairman is located at the start of the meeting.

Quorum

26.4

The quorum for the transaction of business at a meeting of Directors (including any adjourned meeting) shall be a majority of the number of Directors in office, but shall not be less than two. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Directors, subject to the provisions of these Articles and other applicable law. The contemporaneous linking together by telephone or other electronic means of a sufficient number of Directors to constitute a quorum, constitutes a meeting of the Directors.

26.5

If a quorum is not present within 30 minutes from the time specified for a meeting of Directors, or if, during a meeting, a quorum ceases to be present, then the meeting shall be adjourned to the same day in the next week at the same time and place or such other day, time and place as the Director(s) calling such meeting may determine.

Voting

26.6

A question which arises at a board meeting shall be decided by a majority of votes. If votes are equal the chairman shall have a second or casting vote.

26.7

The continuing Directors may act notwithstanding any vacancy in their body but if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose.

Validity

26.8

All acts done by any meeting of the Directors or of a committee of the Directors shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director, and/or that they or any of them were disqualified, and/or had vacated their office and/or were not entitled to vote, be as valid as if every such person had been duly appointed and/or not disqualified to be a Director and/or had not vacated their office and/or had been entitled to vote, as the case may be.

Permissible Directors' interests and disclosure

27.1

Subject to these Articles and the Law, a Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made. A Director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or proposed contract or arrangement shall come before the meeting for consideration.

27.2

A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted in the quorum present at any meeting whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment or arrangement. Any Director who enters into a contract or arrangement or has a relationship that is reasonably likely to be implicated under this Article 27.2 or that would reasonably be likely to affect a Director's status as an "Independent Director" under applicable law or the rules of the Designated Stock Exchange shall disclose the nature of his or her interest in any such contract or arrangement in which he is interested or any such relationship.

27.3

Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to reasonable expense reimbursement consistent with the Company's policies in connection with such Director's service in his official capacity; provided that nothing herein contained shall authorise a Director or his firm to act as auditor to the Company.

Minutes

28.1

The Directors shall cause minutes to be made in books or loose-leaf folders provided for the purpose of recording:

(a)

all appointments of officers made by the Directors;

(b)

the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and

(c)

all resolutions and proceedings at all meetings of the Company or the holders of any class of Shares, and of the Directors and of committees of Directors.

Written resolutions

28.2

The Directors may pass a resolution in writing without holding a meeting if the following conditions are met:

(a)

all Directors are given notice of the resolution;

(b)

the resolution is set out in a document or documents indicating that it is a written resolution;

(c)

all of the Directors:

(i)

sign a document; or

(ii)

sign several documents in the like form each signed by one or more Directors; and

(d)

the signed document or documents is or are delivered to the Company, including, if the Company so nominates by delivery of an Electronic Record, by Electronic means to the address specified for that purpose.

28.3

Such written resolution shall be as effective as if it had been passed at a meeting of the Directors duly convened and held; and it shall be treated as having been passed on the day and at the time that the last Director signs.

Dividends

Payment of dividends by Directors

29.1

Subject to the provisions of the Law, the Directors may pay dividends in accordance with the respective rights of the Members. Any dividend shall not be a debt owed by the Company until such time as payment of the dividend is made.

29.2

In relation to Shares carrying differing rights to dividends or rights to dividends at a fixed rate, the following applies:

(a)

if the Company has different classes of Shares, the Directors may pay dividends on Shares which confer deferred or non-preferred rights with regard to dividends as well as on Shares which confer preferential rights with regard to dividends but no dividend shall be paid on Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears;

(b)

subject to the provisions of the Law, the Directors may also pay, at intervals settled by them, any dividend payable at a fixed rate if it appears to them that there are sufficient funds of the Company lawfully available for distribution to justify the payment; and

(c)

if the Directors act in good faith, they shall not incur any liability to the Members holding Shares conferring preferred rights for any loss those Members may suffer by the lawful payment of the dividend on any Shares having deferred or non-preferred rights.

Apportionment of dividends

29.3

Except as otherwise provided by the rights attached to Shares, all dividends shall be declared and paid according to the amounts paid up on the Shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately to the amount paid up on the Shares during the time or part of the time in respect of which the dividend is paid. But if a Share is issued on terms providing that it shall rank for dividend as from a particular date, that Share shall rank for dividend accordingly.

Right of set off

29.4

The Directors may deduct from a dividend or any other amount payable to a person in respect of a Share any amount due by that person to the Company in relation to a Share.

Power to pay other than in cash

29.5

If the Directors so determine, any resolution determining a dividend may direct that it shall be satisfied wholly or partly by the distribution of assets or the issue of Shares. If a difficulty arises in relation to the distribution, the Directors may settle that difficulty in any way they consider appropriate. For example, they may do any one or more of the following:

(a)

issue fractional Shares;

(b)

fix the value of assets for distribution and make cash payments to some Members on the footing of the value so fixed in order to adjust the rights of Members; and

(c)

vest some assets in trustees.

How payments may be made

29.6

A dividend or other monies payable on or in respect of a Share may be paid in any of the following ways:

(a)

if the Member holding that Share or other person entitled to that Share nominates a bank account for that purpose, by wire transfer to that bank account; or

(b)

by cheque or warrant sent by post to the registered address of the Member holding that Share or other person entitled to that Share.

29.7

For the purpose of Article 29.6(a), the nomination may be in writing or in an Electronic Record and the bank account nominated may be the bank account of another person. For the purpose of Article 29.6(b), subject to any applicable law or regulation, the cheque or warrant shall be made to the order of the Member holding that Share or other person entitled to the Share or to his nominee, whether nominated in writing or in an Electronic Record, and payment of the cheque or warrant shall be a good discharge to the Company.

29.8

If two or more persons are registered as Joint Holders, a dividend (or other amount) payable on or in respect of that Share may be paid as follows:

(a)

to the registered address of the Joint Holder of the Share who is named first on the Register of Members or to the registered address of the deceased or bankrupt holder, as the case may be; or

(b)

to the address or bank account of another person nominated by the Joint Holders, whether that nomination is in writing or in an Electronic Record.

29.9

Any Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable in respect of that Share.

Dividends or other monies not to bear interest in absence of special rights

29.10

Unless provided for by the rights attached to a Share, no dividend or other monies payable by the Company in respect of a Share shall bear interest.

Unclaimed Dividends

29.11

All dividends unclaimed for one (1) year after having been declared may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed. Subject to any applicable unclaimed property or other laws, any dividend unclaimed after a period of ten (10) years from the date of declaration shall be forfeited and shall revert to the Company.

The payment by the Directors of any unclaimed dividend or other sums payable on or in respect of a Share into a separate account shall not constitute the Company a trustee in respect thereof.

Accounts and audits

Accounting and other records

30.1

The Directors must ensure that proper accounting and other records are kept, and that accounts and associated reports are distributed in accordance with the requirements of the Law.

No automatic right of inspection

30.2

The Directors shall cause proper books of account (including, where applicable, material underlying documentation including contracts and invoices) to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions.

30.3

The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors, and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by applicable law or authorised by the Directors.

30.4

The Directors may cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.

Sending of accounts and reports

30.5

The Company's accounts and associated Directors' report and auditor's report (if any) that are required or permitted to be sent to any person pursuant to any law shall be treated as properly sent to that person if:

(a)

they are sent to that person in accordance with the notice provisions in Article 36; or

(b)

they are published on a website providing that person is given separate notice of:

(i)

the fact that the documents have been published on the website;

(ii)

the address of the website;

(iii)

the place on the website where the documents may be accessed; and

(iv)

how they may be accessed.

30.6

If, for any reason, a person notifies the Company that he is unable to access the website, the Company must, as soon as practicable, send the documents to that person by any other means permitted by these Articles. This, however, will not affect when that person is taken to have received the documents under Article 30.7.

Time of receipt if documents are published on a website

30.7

Documents sent by being published on a website in accordance with the preceding two Articles are only treated as sent at least 14 clear days before the date of the meeting at which they are to be laid if:

(a)

the documents are published on the website throughout a period beginning at least 14 clear days before the date of the meeting and ending with the conclusion of the meeting; and

(b)

the person is given at least 14 clear days' notice of the meeting.

Validity despite accidental error in publication on website

30.8

If, for the purpose of a meeting, documents are sent by being published on a website in accordance with the preceding Articles, the proceedings at that meeting are not invalidated merely because by accident:

(a)

those documents are published in a different place on the website to the place notified; or

(b)

they are published for only part of the period from the date of notification until the conclusion of that meeting.

When accounts are to be audited

30.9

The accounts relating to the Company's affairs shall be audited in such manner and with such financial year end as may be determined from time to time by the Directors or failing any determination as aforesaid shall not be audited.

Audit

31.1

[The Directors or, if authorised to do so, the audit committee of the Directors, may nominate for appointment by the Company at each relevant annual general meeting an auditor of the Company, who shall hold office until the next annual general meeting or until otherwise removed from office by a resolution of the Directors (where applicable) and the Directors (or the Company in general meeting) may fix his or her remuneration.]

31.2

Every auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the auditors.

Seal

Company seal

32.1

The Company may have a seal if the Directors so determine.

Official seal

32.2

Subject to the provisions of the Law, the Company may also have:

(a)

an official seal or seals for use in any place or places outside the Island. Each such official seal shall be a facsimile of the original seal of the Company but shall have added on its face the name of the country, territory or place where it is to be used or the words "branch seal"; and

(b)

an official seal for use only in connection with the sealing of securities issued by the Company and such official seal shall be a copy of the common seal of the Company but shall in addition bear the word "securities".

When and how seal is to be used

32.3

A seal may only be used by the authority of the Directors. Unless the Directors otherwise determine, a document to which a seal is affixed must be signed in one of the following ways:

(a)

by a Director and the Secretary; or

(b)

by a single Director.

If no seal is adopted or used

32.4

If the Directors do not adopt a seal, or a seal is not used, a document may be executed in the following manner:

(a)

by a Director and the Secretary; or

(b)

by a single Director; or

(c)

by any other person authorised by the Directors; or

(d)

in any other manner permitted by the Law.

Power to allow non-manual signatures and facsimile printing of seal

32.5

The Directors may determine that either or both of the following applies:

(a)

that the seal or a duplicate seal need not be affixed manually but may be affixed by some other method or system of reproduction; and/or

(b)

that a signature required by these Articles need not be manual but may be a mechanical or Electronic Signature.

Validity of execution

32.6

If a document is duly executed and delivered by or on behalf of the Company, it shall not be regarded as invalid merely because, at the date of the delivery, the Secretary, or the Director, or other Officer or person who signed the document or affixed the seal for and on behalf of the Company ceased to be the Secretary or hold that office and authority on behalf of the Company.

Officers

33.1

Subject to these Articles, the Directors may from time to time appoint any person, whether or not a Director of the Company, to hold the office of the chairman of the board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, one or more Vice Presidents or such other Officers as the Directors may think necessary for the administration of the Company, for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit.

33.2

The appointee must consent in writing to holding that office.

33.3

Any appointment of a Director to an executive office shall terminate if he ceases to be a Director but without prejudice to any claim for damages for breach of any agreement relating to the provision of the services of such Director.

33.4

Where a chairman is appointed he shall, unless unable to do so, preside at every meeting of Directors.

33.5

If there is no chairman, or if the chairman is unable to preside at a meeting, that meeting may select its own chairman or the Directors may nominate one of their number to act in place of the chairman should he ever not be available.

33.6

Subject to the provisions of the Law and Article 33.7, the Directors may also appoint any person, who need not be a Director, as Secretary, for such period and on such terms, including as to remuneration, as they think fit.

33.7

The Secretary must consent in writing to holding that office.

33.8

A Director, Secretary or other Officer of the Company may not hold office, or perform the services, of auditor.

Register of Directors and Officers

The Company shall cause to be kept in one or more books at its office a Register of Directors in which there shall be entered the full names and addresses of the Directors and such other particulars as required by the Law.

Capitalisation of profits

Capitalisation of profits or of any stated capital account or capital redemption reserve

Subject to the Law and these Articles, the Directors may capitalise any sum standing to the credit of any of the Company's reserve accounts (including a stated capital account or a capital redemption reserve) or any sum standing to the credit of profit and loss account or otherwise available for distribution and to appropriate such sum to Members in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of dividend and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power to the Directors to make such provisions as they think fit for the case of Shares becoming distributable in fractions. The Directors may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

Notices

Form of notices

36.1

Except as otherwise provided in these Articles, any notice or document may be served by the Company or by the person entitled to give notice to any Member either personally, by facsimile or by sending it through the post in a prepaid letter or via a recognised courier service, fees prepaid, addressed to the Member at his address as appearing in the Register of Members or, to the extent permitted by all applicable laws and regulations, by electronic means by transmitting it to any electronic number or address or website supplied by the Member to the Company or by placing it on the Company's Website, provided that, (i) with respect to notification via electronic means, the Company has obtained the Member's prior express positive confirmation in writing to receive or otherwise have made available to him notices in such fashion, and (ii) with respect to posting to Company's Website, notification of such posting is provided to such Member. In the case of Joint Holders of a Share, all notices shall be given to that one of the Joint Holders whose name stands first in the Register of Members in respect of the joint holding, and notice so given shall be sufficient notice to all the Joint Holders.

36.2

An affidavit of the mailing or other means of giving any notice of any general meeting, executed by the Secretary, Assistant Secretary or any transfer agent of the Company giving the notice, shall be prima facie evidence of the giving of such notice.

36.3

Any Member present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.

Signatures

36.4

A written notice shall be signed when it is autographed by or on behalf of the giver, or is marked in such a way as to indicate its execution or adoption by the giver.

36.5

An Electronic Record may be signed by an Electronic Signature.

Evidence of transmission

36.6

A notice given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstrating the time, date and content of the transmission, and if no notification of failure to transmit is received by the giver.

36.7

A notice given in writing shall be deemed sent if the giver can provide proof that the envelope containing the notice was properly addressed, pre-paid and posted, or that the written notice was otherwise properly transmitted to the recipient.

Delivery of notices

36.8

Any notice or other document, if served by (a) post, shall be deemed to have been served when the letter containing the same is posted, or (b) facsimile, shall be deemed to have been served upon confirmation of successful transmission, or (c) recognised courier service, shall be deemed to have been served when the letter containing the same is delivered to the courier service and in proving such service it shall be sufficient to provide that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier, or (d) electronic means as provided herein shall be deemed to have been served and delivered on the day on which it is successfully transmitted or at such later time as may be prescribed by any applicable laws or regulations.

Giving notice to a deceased or bankrupt Member

36.9

Any notice or document delivered or sent to any Member in accordance with the terms of these Articles shall notwithstanding that such Member be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Member as sole or Joint Holder, unless his name shall at the time of the service of the notice or document, have been removed from the Register of Members as the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the Share.

Saving provisions

36.10

A Member present, either in person or by proxy, at any general meeting or at any meeting of the Members holding any class of Shares shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.

36.11

Every person who becomes entitled to a Share shall be bound by any notice in respect of that Share which, before his name is entered in the Register of Members, has been duly given to a person from which he derives his title.

36.12

None of the preceding notice provisions shall derogate from the Articles about the delivery of written resolutions of Directors and written resolutions of Members.

Authentication of Electronic Records

Application of Articles

37.1

Without limitation to any other provision of these Articles, any notice, written resolution or other document under these Articles that is sent by Electronic means by a Member, or by the Secretary, or by a Director or other Officer of the Company, shall be deemed to be authentic if either Article 37.2 or Article 37.4 applies.

Authentication of documents sent by Members by Electronic means

37.2

An Electronic Record of a notice, written resolution or other document sent by Electronic means by or on behalf of one or more Members shall be deemed to be authentic if the following conditions are satisfied:

(a)

the Member or each Member, as the case may be, signed the original document, and for this purpose original document includes several documents in like form signed by one or more of those Members;

(b)

the Electronic Record of the original document was sent by Electronic means by, or at the direction of, that Member to an address specified in accordance with these Articles for the purpose for which it was sent; and

(c)

Article 37.7 does not apply.

37.3

For example, where a sole Member signs a resolution and sends the Electronic Record of the original resolution, or causes it to be sent, by facsimile transmission to the address in these Articles specified for that purpose, the facsimile copy shall be deemed to be the written resolution of that Member unless Article 37.7 applies.

Authentication of document sent by the Secretary or Officers by Electronic means

37.4

An Electronic Record of a notice, written resolution or other document sent by or on behalf of the Secretary or an Officer or Officers of the Company shall be deemed to be authentic if the following conditions are satisfied:

(a)

the Secretary or the Officer or each Officer, as the case may be, signed the original document, and for this purpose original document includes several documents in like form signed by the Secretary or one or more of those Officers;

(b)

the Electronic Record of the original document was sent by Electronic means by, or at the direction of, the Secretary or that Officer to an address specified in accordance with these Articles for the purpose for which it was sent; and

(c)

Article 37.7 does not apply.

This Article applies whether the document is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the Company.

37.5

For example, where a sole Director signs a resolution and scans the resolution, or causes it to be scanned, as a PDF version which is attached to an email sent to the address in these Articles specified for that purpose, the PDF version shall be deemed to be the written resolution of that Director unless Article 37.7 applies.

Manner of signing

37.6

For the purposes of these Articles about the authentication of Electronic Records, a document will be taken to be signed if it is signed manually or in any other manner permitted by these Articles.

Saving provision

37.7

A notice, written resolution or other document under these Articles will not be deemed to be authentic if the recipient, acting reasonably:

(a)

believes that the signature of the signatory has been altered after the signatory had signed the original document;

(b)

believes that the original document, or the Electronic Record of it, was altered, without the approval of the signatory, after the signatory signed the original document; or

(c)

otherwise doubts the authenticity of the Electronic Record of the document;

and the recipient promptly gives notice to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender may seek to establish the authenticity of the Electronic Record in any way the sender thinks fit.

Information

38.1

No Member, as such, shall be entitled to require discovery of any information in respect of any detail of the Company's trading or any information which is or may be in the nature of a trade secret or other confidential or proprietary information related to the conduct of the business of the Company and which in the opinion of the Directors would not be in the interests of the Members of the Company to communicate to the public.

38.2

The Directors shall be entitled (but not required, except as provided by law) to release or disclose any information in their possession, custody or control regarding the Company or its affairs to any of its Members including, without limitation, information contained in the Register of Members and transfer books of the Company.

Indemnity

39.1

To the fullest extent permitted by law, the Company shall indemnify every Director and Officer of the Company or any predecessor to the Company (which for the avoidance of doubt, shall not include auditors of the Company), together with every former Director and former Officer of the Company or any predecessor to the Company, and the successors and assigns of each of the foregoing, and may indemnify any person (other than current and former Directors and Officers) (any such Director or Officer, an Indemnified Person), out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions in connection with the Company other than such liability (if any) that they may incur by reason of their own actual fraud or wilful default. No Indemnified Person shall be liable to the Company for any loss or damage incurred by the Company as a result (whether direct or indirect) of the carrying out of their functions unless that liability arises through the actual fraud or wilful default of such Indemnified Person. No person shall be found to have committed actual fraud or wilful default under this Article unless or until a court of competent jurisdiction shall have made a finding to that effect. Each Member agrees to waive any claim or right of action he or she might have, whether individually or by or in the right of the Company, against any Indemnified Person on account of any action taken by such Indemnified Person, or the failure of such Indemnified Person to take any action in the performance of his duties with or for the Company; provided that such waiver shall not extend to any matter in respect of any actual fraud or wilful default which may attach to such Indemnified Person.

39.2

The Company shall advance to each Indemnified Person reasonable attorneys' fees and other costs and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the Company (without interest) by the Indemnified Person.

39.3

The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director or other Officer of the Company against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the Company.

39.4

Neither any amendment nor repeal of these Articles set forth under this heading of Indemnity (the Indemnification Articles), nor the adoption of any provision of these Articles or Memorandum of Association inconsistent with the Indemnification Articles, shall eliminate or reduce the effect of the Indemnification Articles, in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for these Indemnification Articles, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

Forum

Unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company's Members, (iii) any action asserting a claim arising pursuant to any provision of the Law or these Articles (in each case, as they may be amended from time to time) or (iv) any action asserting a claim governed by the internal affairs doctrine shall be the courts of the Island of Jersey.

Financial Year

Unless the Directors otherwise prescribe, the financial year of the Company shall begin on January 1 in each year and shall end on December 31 in such year.

Winding up

Distribution of assets in specie

42.1

If the Company is wound up, the liquidator or the Directors, as the case may be, shall, subject to these Articles and any other sanction required by the Law, apply the assets of the Company in satisfaction of creditors' claims in such manner and order as such liquidator thinks fit. Subject to the rights attaching to any Shares, in a winding up:

(a)

if the assets available for distribution amongst the Members shall be insufficient to repay the whole of the Company's issued share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the number of Shares held by them; or

(b)

if the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the Company's issued share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the number of Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company.

42.2

If the Company is wound up, the liquidator or the Directors, as the case may be, subject to the rights attaching to any Shares and with the sanction of a Special Resolution of the Company and any other sanction required by the Law, divide amongst the Members in kind the whole or any part of the assets of the Company (whether such assets shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator or the Directors, as the case may be, may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability.

Business Opportunities

43.1

To the fullest extent permitted by applicable law, no individual serving as a Director or an Officer (Management) shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Company. To the fullest extent permitted by applicable law, the Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for Management, on the one hand, and the Company, on the other. Except to the extent expressly assumed by contract, to the fullest extent permitted by applicable law, Management shall have no duty to communicate or offer any such corporate opportunity to the Company and shall not be liable to the Company or its Members for breach of any fiduciary duty as a Member, Director and/or Officer solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to the Company.

43.2

Except as provided elsewhere in this Article, the Company hereby renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for both the Company and Management, about which a Director and/or Officer who is also a member of Management acquires knowledge.

43.3

To the extent a court might hold that the conduct of any activity related to a corporate opportunity that is renounced in this Article to be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest extent permitted by applicable law, any and all claims and causes of action that the Company may have for such activities. To the fullest extent permitted by applicable law, the provisions of this Article apply equally to activities conducted in the future and that have been conducted in the past.

Exhibit 4.2

Dated 22 May 2023

Metals Acquisition Limited

and

Metals Acquisition Corp.

MERGER AGREEMENT AND PLAN OF MERGER

CONTENTS

1	Definitions and Interpretation	1

2	Conditions precedent to completion of Merger	2

3	Details of the Surviving Company	2

4	Administrative matters relating to the Surviving Company	3

5	Shares of the Company	4

6	[Reserved]	4

7	Completion of Merger	5

8	Management of the Surviving Company	5

9	Representations and Warranties	5

10	Effect of Merger	6

11	Termination	6

12	Amendment	6

13	Notices	7

14	Counterparts	7

Governing law and jurisdiction

SCHEDULE 1	8
Surviving Company Completion Steps	8

SCHEDULE 2	9
Merging Company Completion Steps	9

SCHEDULE 3	10
Memorandum and articles of association	10

MERGER AGREEMENT AND PLAN OF MERGER

This agreement and plan of merger is made on May 2023

BETWEEN:

1	Metals Acquisition Limited, a company incorporated under the laws of Jersey with registered number 144625 and having its registered office at 3rd Floor, 44 Esplanade, St. Helier, Jersey, JE4 9WG (the Surviving Company); and

2	Metals Acquisition Corp., a Cayman Islands exempted company with registered number 372802 and having its registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the Merging Company, together with Surviving Company, the Merging Companies).

RECITALS

A	The Surviving Company and the Merging Company wish to effect a merger between them pursuant to Part 18B of the Law and Part XVI of the Companies Act (the Merger) so that the Surviving Company continues as the survivor body.

B	The parties intend the Merger Date to fall on or before 30 June 2023.

It is agreed as follows:

1	Definitions and Interpretation

1.1	In this agreement and plan of merger, the following words and expressions shall, except where the context otherwise requires, have the following meanings:


	agreement means this agreement and plan of merger;

	Articles shall have the meaning given in Clause 3.1(d) of this agreement;

	Business Day means any day which commercial banks are normally open for full banking business in Jersey and the Cayman Islands;

	Companies Act means the Companies Act (As Revised) of the Cayman Islands;

	Law means the Companies (Jersey) Law 1991, as amended;

	Merger Date means the date on which the Registrar of Companies registers the Merger under Article 127FM of the Law;

	Pound and £ denotes the lawful currency in England and Wales and the Island of Jersey; and

	SPAC Warrants means 6,335,304 outstanding private placement warrants to purchase one Merging Company Class A ordinary share and 8,838,260 outstanding public warrants to purchase one Merging Company Class A ordinary share.

1.2	In the interpretation of this agreement, the following provisions apply save where the context requires otherwise:

(a)

except where the context otherwise requires, words denoting the singular include the plural and vice versa, words denoting a gender include every gender and references to persons include bodies corporate and unincorporated;

(b)

references to recitals, clauses and Schedules are, unless the context otherwise requires, references to recitals and clauses hereof and Schedules hereto and references to sub-clauses are, unless otherwise stated, references to the sub- clause of the clause in which the reference appears;

(c)

the recitals and the Schedules form part of this agreement and shall have the same force and effect as if they were expressly set out in the body of this agreement and any reference to this agreement shall include the recitals and the Schedules;

(d)

any reference to this agreement or to any agreement or document referred to in this agreement shall be construed as a reference to such agreement or document as amended, varied, modified, supplemented, restated, novated or replaced from time to time;

(e)

any reference to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to such statute or statutory provision as the same may have been or may be amended, modified, extended, consolidated, re-enacted or replaced from time to time; and

(f)

clause headings and the index are inserted for convenience only and shall not affect the construction of this agreement.

2	Conditions precedent to completion of Merger

The parties hereto agree and acknowledge that the Merger will not take effect until the Jersey Financial Services Commission has given its consent under Article 127FI of the Law.

3	Details of the Surviving Company

3.1	The parties hereto agree that, with effect from the Merger Date:

(a)

the Merging Companies shall continue as a single merged company, which company shall be the Surviving Company for the purposes of the Law;

(b)

the Surviving Company shall be a company;

(c)

the registered number of the Surviving Company shall remain 144625; and

(d)

the memorandum and articles of association of the Surviving Company (the Articles) shall remain in the form in effect prior to the Merger Date, such form which is set out in Schedule 3.

4	Administrative matters relating to the Surviving Company

4.1	There are no amounts or benefits which are or shall be paid or payable to any director of either party or the Surviving Company consequent upon the Merger.

4.2	The Merging Company has granted no fixed or floating security interests that are outstanding as at the date of this agreement.

4.3	The parties hereto agree that, with effect from the Merger Date (or such earlier date determined by the director(s) of the Company):

(a)

the new directors of the Surviving Company whom shall, subject to the Articles, be:

(i)

Patrice E. Merrin of c/o Metals Acquisition Corp., Century House, Ground Floor, Cricket Square, P.O. Box 2238, Grand Cayman KY1-1107, Cayman Islands;

(ii)

Michael (Mick) James McMullen of c/o Metals Acquisition Corp., Century House, Ground Floor, Cricket Square, P.O. Box 2238, Grand Cayman KY1-1107, Cayman Islands;

(iii)

Rasmus Kristoffer Gerdeman of c/o Metals Acquisition Corp., Century House, Ground Floor, Cricket Square, P.O. Box 2238, Grand Cayman KY1-1107, Cayman Islands;

(iv)

Neville Joseph Power of c/o Metals Acquisition Corp., Century House, Ground Floor, Cricket Square, P.O. Box 2238, Grand Cayman KY1-1107, Cayman Islands;

(v)

John Rhett Miles Bennett of c/o Metals Acquisition Corp., Century House, Ground Floor, Cricket Square, P.O. Box 2238, Grand Cayman KY1-1107, Cayman Islands; and

(vi)

Charles D. McConnell of c/o Metals Acquisition Corp., Century House, Ground Floor, Cricket Square, P.O. Box 2238, Grand Cayman KY1-1107, Cayman Islands.

(b)

the secretary of the Surviving Company shall, subject to the Articles, remain as Ogier Global Company Secretary (Jersey) Limited;

(c)

the registered office of the Surviving Company shall remain at 3rd Floor, 44 Esplanade, St. Helier, Jersey, JE4 9WG; and

(d)

the date to which the first accounts of the Surviving Company as surviving body shall be produced following the Merger Date shall be 31 December 2023.

5	Shares of the Company

5.1	Immediately prior to the Merger Date, the share capital of the Surviving Company will be US$24,500.00 divided into:

(a)

220,000,000 ordinary shares with a par value of US$0.0001 each; and

(b)

25,000,000 preference shares with a par value of US$0.0001 each.

5.2

Immediately prior to the Merger Date, the share capital of the Merging Company will be US$22,100 divided into 200,000,000 Class A ordinary shares of a par value of US$0.0001 each, 20,000,000 Class B ordinary shares of a par value of US$0.0001 each and 1,000,000 preference shares of a par value of US$0.0001 each.

5.3	The date on which it is intended that the Merger is to take effect is the Merger Date.

5.4

On the Merger Date, (i) each Merging Company Class A ordinary share issued and outstanding on the Merger Date shall be converted into Surviving Company ordinary shares on a one-for-one basis; (ii) each Merging Company Class B ordinary share issued and outstanding on the Merger Date shall be converted into Surviving Company ordinary shares on a one-for-one basis; (iii) following the conversion of such shares, the ordinary share issued in the name of Green Mountain Metals LLC shall be redeemed automatically for nil consideration; and (iv) each ordinary share issued and outstanding in the Surviving Company immediately prior to the Merger Date shall continue to be one ordinary share in the Surviving Company.

5.5

On the Merger Date, each SPAC Warrant that is outstanding and unexercised immediately prior to the Merger Date, whether or not vested, shall be converted into and become a warrant to purchase one Surviving Company ordinary share, and the Surviving Company shall assume each such SPAC Warrant in accordance with its terms as in effect as of the Merger Date. All rights with respect to Merging Company ordinary shares under the SPAC Warrants assumed by the Surviving Company shall thereupon be converted into rights with respect to Surviving Company ordinary shares. From and after the Merger Date, each SPAC Warrant assumed by the Surviving Company may be exercised solely for Surviving Company ordinary shares.

5.6	The rights and restrictions attaching to the shares in the Surviving Company are set out in the Articles.

6	[Reserved]

7	Completion of Merger

7.1	To the extent that such matters have not already been completed at the time of execution of this agreement:

(a)

the Surviving Company shall use reasonable endeavours to procure that:

(i)

all matters set out in Schedule 1 hereto are completed; and

(ii)

any other action required under Part 18B of the Law to effect the Merger is taken or completed,

by or before the Merger Date; and

(b)

the Merging Company shall use reasonable endeavours to procure that:

(i)

all matters set out in Schedule 2 hereto are completed; and

(ii)

any other action required under Part 18B of the Law to effect the Merger is taken or completed,

by or before the Merger Date.

7.2

The parties hereby record that, having made reasonable enquiries, the director(s) of the Surviving Company have not identified any creditors known to have a claim against the Surviving Company in excess of £5,000. Accordingly, it is agreed that no notice to creditors under Article 127FC(1) of the Law, or publication of such notice under Article 127FC(5)(a) of the Law, is required in relation to the Merger.

8	Management of the Surviving Company

The business of the Surviving Company shall be managed by the directors in accordance with the Articles.

9	Representations and Warranties

9.1	Each party to this agreement hereby represents and warrants to the other party to this agreement on the date hereof and at all times prior to the Merger Date that:

(a)

it is a body corporate duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and all corporate and other action required to authorise the execution and delivery of this agreement and the exercise of its rights and the performance of its obligations hereunder has been duly taken;

(b)

this agreement constitutes its legal, valid and binding obligations, enforceable against such party in accordance with its terms;

(c)

it has obtained all consents, licences, registrations and authorisations of any governmental or regulatory authority or agency, or of any other party, in Jersey or any other jurisdiction required by it to enable it to exercise its rights and perform its obligations hereunder;

(d)

save for any matters to be completed pursuant to Clause 7 of this agreement, it has taken all action required under Part 18B of the Law to effect and complete the Merger;

(e)

it is able to discharge its liabilities as they fall due; and

(f)

as far as it is aware, it has no creditors whose interests will be unfairly prejudiced by the Merger.

10	Effect of Merger

With effect from the Merger Date, in accordance with Article 127FN of the Law and as provided by this agreement, the parties to this agreement shall be merged and will continue with the Surviving Company having all property and rights to which each party to this agreement was entitled immediately before the Merger was completed and the Surviving Company shall become subject to all criminal and civil liabilities, and all contracts, debts and other obligations, to which each of the parties to this agreement is subject immediately before the Merger is completed and all actions and other legal proceedings which, immediately before the Merger was completed, were pending by or against any of the parties to this agreement may be continued by or against the Surviving Company.

11	Termination

Notwithstanding any other provision of this agreement, at any time before the completion of the Merger, any (one or more) of the party(ies), may, in accordance with Article 127D(7) of the Law, terminate this agreement, notwithstanding that it has been approved by the members of all or any such party(ies), by giving not less than two Business Days’ notice of termination in writing to the other party to this agreement.

Amendment

At any time prior to the Merger Date, this agreement may be amended by the board of directors of both the Surviving Company and the Merging Company to:

(a)

change the Merger Date provided that such changed date shall not be a date later than the ninetieth day after the date of registration of this agreement with the Registrar of Companies of the Cayman Islands; and

(b)

effect any other changes to this agreement which the directors of both the Surviving Company and the Merging Company deem advisable, provided that such changes do not materially adversely affect any rights of the shareholders of the Surviving Company or the Merging Company, as determined by the directors of both the Surviving Company and the Merging Company, respectively.

Notices

13.1

All notices with respect to this agreement shall be delivered by hand or sent by first class post to the address of the addressee as set out in this agreement or to such other address as the addressee may from time to time have notified for the purpose of this clause, or sent by email to the following addresses:

(a)

in the case of the Merging Company, ashley.zumwalt@metalsacqcorp.com; and

(b)

in the case of the Surviving Company, MAC@ogier.com.

13.2	Such notices shall be deemed to have been received:

(a)

if sent by first class prepaid post, two business days after posting;

(b)

if delivered by hand, on the day of delivery; and

(c)

if sent by email, at the time of transmission provided that the sender shall not receive an email confirming rejection or bounce back from the email address.

14	Counterparts

This agreement may be executed in any number of counterparts and by each party on a separate counterpart each of which counterparts when so executed and delivered shall be an original but all such counterparts shall together constitute one and the same instrument.

15	Governing law and jurisdiction

This agreement is governed by and shall be construed in accordance with the laws of the Island of Jersey.

SCHEDULE 1

Surviving Company Completion Steps

1	Approval by the sole director of the Merger, this agreement and all relevant merger documents.

2	Shareholder approval of the Merger and this agreement by special resolution in writing.

3	Execution of declarations by directors pursuant to Article 127E(5) of the Law.

4	Execution of declarations by directors pursuant to Article 127E(6) of the Law.

5	Execution of declarations by directors pursuant to Article 127FJ(4)(d) of the Law.

6	Delivery of all relevant documents to the Jersey Financial Services Commission and/or Registrar of Companies in accordance with Part 18B of the Law (as applicable).

7	Execution of a director's declarations of the Surviving Company to be given to the directors of the Merging Company pursuant to section 237(8) of the Companies Act.

8	Execution of an undertaking from the Surviving Company pursuant to section 237(10) of the Companies Act.

SCHEDULE 2

Merging Company Completion Steps

1	Approval by the board of directors of the Merger, this agreement and all relevant merger documents in accordance with Section 233(3) of the Companies Act.

2	Shareholder approval and authorisation of the Merger and this agreement by special resolution in writing pursuant to section 233(6) of the Companies Act.

3	Obtaining a certificate of good standing from the Registrar of Companies of the Cayman Islands.

4	Execution of a director's declaration of the Merging Company with respect to the Surviving Company pursuant to section 237(7)(a) to (d) of the Companies Act.

5	Execution of a director's declaration of the Merging Company pursuant to section 233(9)(b) to (h) of the Companies Act.

SCHEDULE 3

Memorandum and articles of association

Agreed Form

Companies (Jersey) Law 1991

Company Limited by Shares

MEMORANDUM OF ASSOCIATION OF

METALS ACQUISITON LIMITED

(ADOPTED BY SPECIAL RESOLUTION DATED

MAY 2023)

Companies (Jersey) Law 1991

Company Limited by Shares

Memorandum of Association

Metals Acquisition Limited

1	The name of the Company is Metals Acquisition Limited.

2	The Company is a private company limited by shares.

3	The Company is a par value company.

4	The Company has unrestricted corporate capacity.

5	The liability of each member arising from his or her holding of a share is limited to the amount (if any) unpaid on it.

6	The share capital of the Company is $22,100 divided into:

6.1	221,000,000 ordinary shares of $0.0001 each; and

6.2	1,000,000 preference shares of $0.0001 each, in the capital of the Company.

Companies (Jersey) Law 1991

Company Limited by Shares

ARTICLES OF ASSOCIATION

METALS ACQUISITON LIMITED

(ADOPTED BY SPECIAL RESOLUTION DATED

MAY 2023)

CONTENTS

Definitions, interpretation and exclusion of Standard Table

Definitions	1
Interpretation	5
Exclusion of Standard Table	6

Power to issue Shares and options, with or without special rights	6
Power to issue fractions of a Share	6
Capital contributions without issue of further Shares	6
Limit on the number of Joint Holders	7
Treasury Shares	7

Class Rights Attributed to the Ordinary Shares

Class Rights Attributed to the Preference Shares

Issue of share certificates	9
Renewal of lost or damaged share certificates	9
Uncertificated shares	10

ASX Restrictions

Application of this Article	10
General Restrictions	11
Restricted Securities	11

Transfer of shares

Form of transfer	12
Power to refuse registration	12
Notice of refusal to register	12
Fee, if any, payable for registration	13
Company may retain instrument of transfer	13
Transfer to branch register	13
Holding of Shares through Direct Registration System	13
Security	13
No lien on Secured Shares	14
No forfeiture of Secured Shares	14

Redemption, Purchase and Surrender of Shares, Treasury Shares

Power to pay for redemption or purchase in cash or in specie	15
Effect of redemption or purchase of a Share	15

Variation of Rights Attaching to Shares

Commission on Sale of Shares

Non-Recognition of Trusts

Transmission of Shares

Persons entitled on death of a Member	16
Registration of transfer of a Share following death or bankruptcy	16
Indemnity	17
Rights of person entitled to a Share following death or bankruptcy	17

Alteration of capital

Increasing, consolidating, converting, dividing and cancelling share capital	17
Reducing share capital	18
Sale of fractions of Shares	18

Closing Register of Members or Fixing Record Date

General Meetings

Power to call meetings	19
Annual general meetings	19
Content of notice	20
Period of notice	20
Persons entitled to receive notice	20
Publication of notice on a website	21
Time a website notice is deemed to be given	21
Required duration of publication on a website	21
Accidental omission to give notice or non-receipt of notice	21
Notice of other business	22
Written resolutions	26

Proceedings at meetings of Members

Quorum	27
Use of technology	27
Lack of quorum	28
Adjournment	28
Chairman	28
Right of a Director or auditor's representative to attend and speak	29
Method of voting	29
Taking of a poll	29
Chairman has casting vote	29

Voting rights of Members

Right to vote	29
Rights of Joint Holders	30
Member with mental disorder	30
Objections to admissibility of votes	30
Form of proxy	30
How and when proxy is to be delivered	31
Voting by proxy	32

Corporations Acting by Representatives at Meeting


19	Clearing Houses	32

20	Directors	33

Appointment, disqualification and removal of Directors

No age limit	33
No corporate Directors	33
Appointment of Directors	33
Removal of Directors	34
Filling of vacancies	34
Resignation of Directors	34
Corporate governance policies	34
No shareholding qualification	34

Directors' Fees and Expenses

Powers and duties of Directors

Delegation of powers

Power to delegate any of the Directors' powers to a committee	35
Power to appoint an agent of the Company	36
Power to appoint an attorney or authorised signatory of the Company	36
Management	36

Disqualification of Directors

Meetings of Directors

Regulation of Directors' meetings	37
Calling meetings	37
Use of technology	38
Quorum	38
Voting	38
Validity	39

Permissible Directors' interests and disclosure


28	Minutes	40
Written resolutions		40

Dividends

Payment of dividends by Directors	41
Apportionment of dividends	41
Right of set off	41
Power to pay other than in cash	41
How payments may be made	42
Dividends or other monies not to bear interest in absence of special rights	42
Unclaimed Dividends	42

Accounts and audits

Accounting and other records	43
No automatic right of inspection	43
Sending of accounts and reports	43
Time of receipt if documents are published on a website	44
Validity despite accidental error in publication on website	44
When accounts are to be audited	44

Audit

Seal

Company seal	45
Official seal	45
When and how seal is to be used	45
If no seal is adopted or used	45
Power to allow non-manual signatures and facsimile printing of seal	46
Validity of execution	46

Officers

Capitalisation of profits

36	Notices	47
Form of notices		47
Signatures		48
Evidence of transmission		48
Delivery of notices		48
Giving notice to a deceased or bankrupt Member		48
Saving provisions		49

Authentication of Electronic Records

Application of Articles	49
Authentication of documents sent by Members by Electronic means	49
Authentication of document sent by the Secretary or Officers by Electronic means	50
Manner of signing	50
Saving provision	50

Information

39	Indemnity	51
Indemnity		51

Forum

Financial Year

Winding up

Distribution of assets in specie

Business Opportunities

Companies (Jersey) Law 1991

Company Limited by Shares

Articles of Association

Metals Acquisition Limited

1	Definitions, interpretation and exclusion of Standard Table

Definitions

1.1	In these Articles, unless otherwise defined, the defined terms shall have the meanings assigned to them as follows:

Affiliate means:

(a)

(b)

Articles means, as appropriate:

(a)

these Articles of Association as amended from time to time; or

(b)

two or more particular Articles of these Articles;

and Article refers to a particular Article of these Articles;

ASX means ASX Limited or Australian Securities Exchange, as the context requires;

Business Day means a day, excluding Saturdays or Sundays, on which banks in New York, New York, United States of America and the Island are open for general banking business throughout their normal business hours;

Commission means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act;

	Company means the above-named company;

	Company's Website means the website of the Company (if any);

	Designated Stock Exchange means the New York Stock Exchange or any other stock exchange or automated quotation system on which the Company's securities are then traded;

	Designee means an individual elected to the board of Directors that has been nominated by a Member in accordance with the Articles;

	Directors means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof;

	Dividend means any dividend (whether interim or final) resolved to be paid on Shares pursuant to these Articles;

	Electronic has the meaning given to that term in the Electronic Communications (Jersey) Law 2000;

	electronic communication means electronic transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than a majority vote of the Directors;

	Electronic Record has the meaning given to that term in the Electronic Communications (Jersey) Law 2000;

	Electronic Signature has the meaning given to that term in the Electronic Communications (Jersey) Law 2000;

	Exchange Act means the United States Securities Exchange Act of 1934, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;

	Exemption Order means the Companies (Transfers of Shares – Exemptions) (Jersey) Order 2014;

	Fully Paid and Paid Up means that the agreed issue price for a Share has been fully paid or credited as paid in money or money's worth;

	Island means Jersey, Channel Islands;

	Joint Holders means two or more persons registered as the holders of a Share or Shares or who are jointly entitled to a Share or Shares by reason of the death or bankruptcy of the registered holder;

	Law means the Companies (Jersey) Law 1991;

	Market Price means for any given day, the price quoted in respect of the Ordinary Shares on the Designated Stock Exchange of the close of trading on such day, or if such day is not a date on which the Designated Stock Exchange is open, then the close of trading on the previous trading day;

	Member means any person or persons entered on the register of members from time to time as the holder of a Share;

	Member Associated Person a Member Associated Person of any Member shall mean:

(a)

any Affiliate of, or person acting in concert with, such Member;

(b)

any beneficial owner of Shares of the Company owned of record or beneficially by such Member and on whose behalf the proposal or nomination, as the case may be, is being made; or

(c)

any person controlling, controlled by or under common control with such person referred to in the preceding clauses (a) and (b);

Memorandum means the Memorandum of Association of the Company as amended from time to time;


	month means a calendar month;

	Nominating Member means:

(a)

the Member providing the notice of the nomination proposed to be made at a general meeting;

(b)

the beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed to be made at any general meeting is made; and

(c)

any affiliate or associate of such stockholder or beneficial owner;

	Officer means a person appointed to hold an office in the Company; and the expression includes a Director or liquidator, but does not include the Secretary;

	Ordinary Resolution means a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members entitled to vote;

	Ordinary Shares means the ordinary shares of US$0.0001 each in the capital of the Company and having the rights and being subject to the restrictions specified in these Articles;

	PDF means Portable Document Format;

	Preference Shares means the preference shares of US$0.0001 each in the capital of the Company and having the rights and being subject to the restrictions specified in these Articles;

	Register of Members means the register (including any branch register) maintained by the Company in accordance with Article 41 or Article 49 of the Law;

	Registered Office means the registered office for the time being of the Company;

	Regulations means the Companies (Uncertificated Securities) (Jersey) Order 1999 including any modification or re-enactment of them for the time being in force;

	Seal means the common seal of the Company including any facsimile thereof;

	Secretary means a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;

	Securities Act means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statutes and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;

	Share means any Ordinary Shares, Preference Share or any other share in the share capital of the Company, and the expression:

(a)

includes stock (except where a distinction between shares and stock is expressed or implied); and

(b)

where the context permits, also includes a fraction of a share;

	signed means a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication;

	Special Resolution has the meaning given to that term in the Law;

	subsidiary has the meaning given to that term in Article 2 of the Law;

	Treasury Share means a Share held in the name of the Company as a treasury share in accordance with the Law; and

	year means a calendar year.

Interpretation

1.2	In the interpretation of these Articles, save where the context requires otherwise:

(a)

words importing the singular number shall include the plural number and vice versa;

(b)

(c)

a reference to a person includes, as appropriate, a company, trust, partnership, joint venture, association, body corporate or government agency;

(d)

may shall be construed as permissive and "shall" shall be construed as imperative;

(e)

a reference to a dollar or dollars (or US$) is a reference to dollars of the United States of America;

(f)

references to a statutory enactment shall include reference to any amendment or re- enactment thereof for the time being in force;

(g)

(h)

(i)

(j)

the term "holder" in relation to a Share means a person whose name is entered in the Register of Members as the holder of such Share;

(k)

headings are inserted for convenience only and do not affect the interpretation of these Articles, unless there is ambiguity;

(l)

where a word or phrase is given a defined meaning, another part of speech or grammatical form in respect to that word or phrase has a corresponding meaning; and

(m)

all references to time are to be calculated by reference to time in the place where the Company's registered office is located.

Exclusion of Standard Table

1.3	The regulations contained in the Standard Table adopted pursuant to the Companies (Standard Table) (Jersey) Order 1992 and any other regulations contained in any statute or subordinate legislation are expressly excluded and do not apply to the Company.

Power to issue Shares and options, with or without special rights

2.1

2.2	The Company shall not issue Shares in bearer form and shall only issue Shares as fully paid.

Power to issue fractions of a Share

2.3

Capital contributions without issue of further Shares

2.4

Limit on the number of Joint Holders

2.5	In respect of a Share, the Company shall not be required to enter the names of more than four Joint Holders in the Register of Members of the Company.

2.6	If two or more persons are registered as Joint Holders of a Share, then any one of those Joint Holders may give effectual receipts for moneys payable in respect of that Share.

Treasury Shares

2.7

3	Class Rights Attributed to the Ordinary Shares

3.1	The holders of the Ordinary Shares shall be:

(a)

entitled to Dividends in accordance with the relevant provisions of these Articles;

(b)

entitled to and are subject to the provisions in relation to winding up of the Company provided for in these Articles; and

(c)

3.2	All Ordinary Shares shall rank pari passu with each other in all respects.

4	Class Rights Attributed to the Preference Shares

4.1

4.2

(a)

the number of Preference Shares to constitute such series and the distinctive designation thereof;

(b)

(c)

(d)

the preferences, if any, and the amounts thereof, which the Preference Shares of such series shall be entitled to receive upon the winding up of the Company;

(e)

the voting power, if any, of the Preference Shares of such series;

(f)

transfer restrictions and rights of first refusal with respect to the Preference Shares of such series; and

(g)

such other terms, conditions, special rights and provisions as may seem advisable to the Directors.

4.3	Notwithstanding the fixing of the number of Preference Shares constituting a particular series upon the issuance thereof, the Directors at any time thereafter may authorise the issuance of additional Preference Shares of the same series subject always to the Law and the Memorandum.

4.4

4.5

5	Register of Members and share certificates

Issue of share certificates

5.1	The Company shall maintain or cause to be maintained the Register of Members in accordance with the Law.

5.2

5.3	Upon being entered in the Register of Members as the holder of a Share, a Member shall, subject to Article 5.8, be entitled:

(a)

(b)

upon payment of such reasonable sum as the Directors may determine for every certificate after the first, to several certificates each for one or more of that Member's Shares.

5.4	Every certificate shall specify the number, class and distinguishing numbers (if any) of the Shares to which it relates and whether they are Fully Paid or partly paid up. A certificate may be executed under seal or executed in such other manner as the Directors determine.

5.5	The Company shall not be bound to issue more than one certificate for Shares held jointly by several persons and delivery of a certificate for a Share to one Joint Holder shall be a sufficient delivery to all of them.

5.6

Renewal of lost or damaged share certificates

5.7	If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to:

(a)

evidence;

(b)

indemnity;

(c)

payment of the expenses reasonably incurred by the Company in investigating the evidence; and

(d)

payment of a reasonable fee, if any, for issuing a replacement share certificate;

as the Directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.

Uncertificated shares

5.8

5.9

6	ASX Restrictions

Application of this Article

6.1	This Article 6 only applies while the Company is admitted to the official list of ASX.

6.2	In this Article 6:


	ASX Listing Rules means Listing Rules of ASX and any other rules of ASX which are applicable to the Company while the Company is admitted to the official list of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.

	Escrow Period means the escrow period applicable to Restricted Securities in accordance with the ASX Listing Rules.

	Restricted Securities has the meaning given to that term in the ASX Listing Rules.

	Restriction Deed means each restriction deed within the meaning and for the purposes of the ASX Listing Rules.

General Restrictions

6.3	For such time as the Company is admitted to the official list of the ASX:

(a)

notwithstanding anything in these Articles, if the ASX Listing Rules prohibit an act being done, the act shall not be done;

(b)

nothing contained in these Articles prevents an act being done that the ASX Listing Rules require to be done;

(c)

if the ASX Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be);

(d)

if the ASX Listing Rules require these Articles to contain a provision and it does not contain such a provision, these Articles are deemed to contain that provision;

(e)

if the ASX Listing Rules require these Articles not to contain a provision and it contains such a provision, these Articles are deemed not to contain that provision; and

(f)

if any provision of these Articles is or becomes inconsistent with the ASX Listing Rules, these Articles are deemed not to contain that provision to the extent of the inconsistency.

Restricted Securities

6.4	For such time as the Company is admitted to the official list of ASX:

(a)

a holder of Restricted Securities must not dispose of, or agree to offer to dispose of, the securities during the Escrow Period except as permitted by the ASX Listing Rules or ASX;

(b)

(c)

(d)

(e)

7	Transfer of shares

Form of transfer

7.1

7.2

Power to refuse registration

7.3	The Directors may decline to recognise any instrument of transfer unless:

(a)

the instrument of transfer is in respect of only one class of Share;

(b)

(c)

the instrument of transfer is duly and properly signed and endorsed or accompanied by the share certificates in respect of the relevant Shares or an indemnity.

Notice of refusal to register

7.4	If the Directors refuse to register a transfer of a Share, they must send notice of their refusal to the existing Member within two months after the date on which the transfer was lodged with the Company.

Fee, if any, payable for registration

7.5	If the Directors so decide, the Company may charge a reasonable fee for the registration of any instrument of transfer or other document relating to the title to a Share.

Company may retain instrument of transfer

7.6	The Company shall be entitled to retain any instrument of transfer which is registered; but an instrument of transfer which the Directors refuse to register shall be returned to the person lodging it when notice of the refusal is given.

Transfer to branch register

7.7

Holding of Shares through Direct Registration System

7.8

(a)

the transfer is made:

(i)

to or from an approved central securities depository (as defined in the Exemption Order), or

(ii)

by means of a computer system (as defined in the Exemption Order); and

(b)

the transfer is in accordance with the relevant laws (as defined in the Exemption Order) applicable to, and relevant rules and regulations of, the Designated Stock Exchange.

Security

7.9

(a)

Article 7.3 shall not apply;

(b)

the directors shall not refuse to register such a transfer of the Secured Shares if the following conditions have been satisfied:

(i)

a validly executed instrument of transfer relating to the Secured Shares has been lodged at the registered office of the Company; and

(ii)

(c)

No lien on Secured Shares

7.10

No forfeiture of Secured Shares

7.11	Notwithstanding any other provision of these Articles, no Secured Shares (as defined in Article 7.9) may be forfeited.

8	Redemption, Purchase and Surrender of Shares, Treasury Shares

8.1	Subject to the provisions, if any, in these Articles, the Memorandum, applicable law, including the Law and the rules of the Designated Stock Exchange, the Company may:

(a)

(b)

8.2	The Company may make a payment in respect of the redemption or purchase of Shares in any manner authorised by the Law, including out of capital, profits or the proceeds of a fresh issue of Shares.

8.3	The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share.

8.4	The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).

Power to pay for redemption or purchase in cash or in specie

8.5	When making a payment in respect of the redemption or purchase of Shares, the Directors may make the payment in cash or in specie (or partly in one way and partly in the other way).

Effect of redemption or purchase of a Share

8.6	Upon the date of redemption or purchase of a Share:

(a)

the Member holding that Share shall cease to be entitled to any rights in respect of the Share other than the right to receive:

(i)

the applicable payment for the Share; and

(ii)

any dividend declared in respect of the Share prior to the date of redemption or purchase;

(b)

the Member's name shall be removed from the Register of Members with respect to the Share; and

(c)

the Share shall be cancelled or become a Treasury Share.

For the purpose of this Article, the date of redemption or purchase is the date when the redemption or purchase occurs.

9	Variation of Rights Attaching to Shares

9.1

9.2

9.3

10	Commission on Sale of Shares

11	Non-Recognition of Trusts

Except as required by law:

(a)

no person shall be recognised by the Company as holding any Share on any trust; and

(b)

no person other than the Member shall be recognised by the Company as having any right in a Share.

12	Transmission of Shares

Persons entitled on death of a Member

12.1

Registration of transfer of a Share following death or bankruptcy

12.2

Indemnity

12.3	The Directors may require a person registered as a Member by reason of the death or bankruptcy of another Member to indemnify the Company and the Directors against any loss or damage suffered by the Company or the Directors as a result of that registration.

Rights of person entitled to a Share following death or bankruptcy

12.4

13	Alteration of capital

Increasing, consolidating, converting, dividing and cancelling share capital

13.1	To the fullest extent permitted by the Law, the Company may by Special Resolution do any of the following (and amend its Memorandum and its Articles for that purpose):

(a)

increase or reduce the number of Shares that it is authorised to issue;

(b)

consolidate all or any of the Shares (whether issued or not) into fewer shares; or

(c)

divide all or any of the Shares (whether issued or not) into more shares.

13.2	All new Shares created hereunder shall be subject to the same provisions with reference to the payment of liens, transfer, transmission, forfeiture and otherwise as the Shares in the original share capital.

Reducing share capital

13.3	Subject to the Law and to any rights for the time being conferred on the Members holding a particular class of Shares, the Company may, by Special Resolution, reduce its share capital in any way.

Sale of fractions of Shares

13.4

14	Closing Register of Members or Fixing Record Date

14.1

14.2

14.3

15	General Meetings

Power to call meetings

15.1	The Directors, the chief executive officer of the Company or the chairman of the board of Directors, may call a general meeting at any time.

15.2	If there are insufficient Directors to constitute a quorum and the remaining Directors are unable to agree on the appointment of additional Directors, the Directors must call a general meeting for the purpose of appointing additional Directors.

15.3	The Directors must also call a general meeting if requisitioned in the manner set out in the next two Articles.

15.4	The requisition must be in writing and given by one or more Members who together hold at least 10% of the rights to vote at such general meeting.

15.5	The requisition must also:

(a)

specify the objects of the meeting;

(b)

be signed by or on behalf of the requisitioners. The requisition may consist of several documents in like form signed by one or more of the requisitioners; and

(c)

be deposited at the Company's registered office in accordance with the notice provisions.

15.6

15.7

15.8	If the Members call a meeting under the above Articles, the Company shall reimburse their reasonable expenses.

Annual general meetings

15.9

Content of notice

15.10

Notice of a general meeting shall specify each of the following:

(a)

the place, the date and the time of the meeting;

(b)

if the meeting is to be held in two or more places, the technology that will be used to facilitate the meeting;

(c)

subject to Articles 15.10(d) and 15.20, the general nature of the business to be transacted;

(d)

if a resolution is proposed as a Special Resolution, the text of that resolution; and

(e)

in the case of an annual general meeting, that the meeting is an annual general meeting.

15.11

In each notice, there shall appear with reasonable prominence the following statements:

(a)

that a Member who is entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of that Member; and

(b)

that a proxy need not be a Member.

Period of notice

15.12

(a)

in the case of an annual general meeting, by all the Members entitled to attend and vote at that meeting; and

(b)

in the case of any other meeting, by a majority in number of the Members having a right to attend and vote at that meeting, being a majority together holding not less than:

(i)

95% where a Special Resolution is to be considered; or

(ii)

90% for all other meetings;

of the total voting rights of the Members who have that right.

Persons entitled to receive notice

15.13

Subject to the provisions of these Articles and to any restrictions imposed on any Shares, the notice shall be given to the following people:

(a)

the Members;

(b)

persons entitled to a Share in consequence of the death or bankruptcy of a Member;

(c)

the Directors;

(d)

the Company's auditor (if any); and

(e)

persons entitled to vote in respect of a Share in consequence of the incapacity of a Member.

Publication of notice on a website

15.14

Subject to the Law, a notice of a general meeting may be published on a website providing the recipient is given separate notice of:

(a)

the publication of the notice on the website;

(b)

the address of the website;

(c)

the place on the website where the notice may be accessed;

(d)

how it may be accessed; and

(e)

the place, date and time of the general meeting.

15.15

Time a website notice is deemed to be given

15.16

A website notice is deemed to be given when the Member is given notice of its publication.

Required duration of publication on a website

15.17

Accidental omission to give notice or non-receipt of notice

15.18

Proceedings at a meeting shall not be invalidated by the following:

(a)

an accidental failure to give notice of the meeting or an instrument of proxy to any person entitled to notice; or

(b)

non-receipt of notice of the meeting or an instrument of proxy by any person entitled to notice.

15.19

In addition, where a notice of meeting is published on a website, proceedings at the meeting shall not be invalidated merely because it is accidentally published:

(a)

in a different place on the website; or

(b)

for only part of the period from the date of the notification until the conclusion of the meeting to which the notice relates.

Notice of other business

15.20

No business may be transacted at any general meeting, other than business that is either:

(a)

(b)

otherwise properly brought before an annual general meeting by or at the direction of the Directors (or any duly authorised committee thereof); or

(c)

otherwise properly brought before an annual general meeting by any Member of the Company who:

(i)

(ii)

complies with the notice procedures set forth in this Article.

15.21

15.22

15.23

(a)

in the case of an extraordinary general meeting, the purpose or purposes for which the meeting is called (no business other than that specified in the notice may be transacted); or

(b)

15.24

15.25

To be in proper written form, a Member's notice to the Company must set forth as to such matter such Member proposes to bring before the annual general meeting:

(a)

(b)

the name and address, as they appear on the Company's Register of Members, of the Member proposing such business and any Member Associated Person;

(c)

(d)

(e)

(f)

15.26

(a)

be a Member of record on both:

(i)

the date of the giving of the notice by such Member provided for in this Article; and

(ii)

the record date for the determination of Members entitled to vote at such annual general meeting;

(b)

on each such date beneficially own more than 15% of the issued Ordinary Shares (unless otherwise provided in the Exchange Act or the rules and regulations of the Commission); and

(c)

have given timely notice thereof in proper written form to the Secretary of the Company.

15.27

15.28

To be in proper written form for purposes of Article 15.25, a Member's notice to the Secretary must set forth:

(a)

as to each Nominating Member:

(i)

the information that is requested in Articles 15.25(b) to 15.25(f); and

(ii)

any other information relating to such Member that would be required to be disclosed pursuant to any applicable law and rules of the Commission or of the Designated Stock Exchange; and

(b)

as to each person whom the Member proposes to nominate for election as a Director:

(i)

(ii)

the principal occupation or employment of the person;

(iii)

(iv)

15.29

Unless otherwise provided by:

(i)

the terms of these Articles;

(ii)

any series of Preferred Shares; or

(iii)

15.30

Subject to the other provisions of these Articles, the Company may by Ordinary Resolution appoint any person to be a Director.

15.31

15.32

Written resolutions

15.33

Members may pass a resolution in writing without holding a meeting if the following conditions are met:

(a)

all Members entitled to vote must receive:

(i)

a copy of the resolution; and

(ii)

a statement informing the Members:

(A)

how to signify agreement to the resolution; and

(B)

as to the date by which the resolution must be passed if it is not to lapse (or if no date is given the resolution shall lapse 28 days after the circulation date);

(b)

the specified majority of Members entitled to vote:

(i)

sign a document; or

(ii)

sign several documents in the like form each signed by one or more of those Members; and

(c)

Such written resolution shall be as effective as if it had been passed at a meeting of all Members entitled to vote duly convened and held.

15.34

15.35

If a written resolution is described as a Special Resolution or as an Ordinary Resolution, it has effect accordingly.

Proceedings at meetings of Members

Quorum

16.1

Use of technology

16.2

Lack of quorum

16.3

If a quorum is not present within 30 minutes of the time appointed for the meeting, or if at any time during the meeting it becomes inquorate, then the following provisions apply:

(a)

if the meeting was requisitioned by Members entitled to vote, it shall be cancelled; or

(b)

in any other case, the meeting shall stand adjourned to the same time and place seven days hence, or to such other time or place as is determined by the Directors.

Adjournment

16.4

16.5

16.6

16.7

Chairman

16.8

Right of a Director or auditor's representative to attend and speak

16.9

Method of voting

16.10

Taking of a poll

16.11

16.12

Chairman has casting vote

16.13

In the case of an equality of votes, the chairman of the meeting shall be entitled to a second or casting vote.

Voting rights of Members Right to vote

17.1

17.2

Members may vote in person or by proxy.

17.3

A Member who is entitled to vote shall have one vote for each Share he holds, unless any Share carries special voting rights.

17.4

A fraction of a Share carrying the right to vote shall entitle its holder to an equivalent fraction of one vote.

17.5

No Member is bound to vote all its Shares or any of them, nor is he bound to vote each of his Shares in the same way.

17.6

No Member shall be entitled to vote at any general meeting unless all sums presently payable by such Member in respect of Shares in the Company have been paid.

Rights of Joint Holders

17.7

Member with mental disorder

17.8

17.9

Objections to admissibility of votes

17.10

Form of proxy

17.11

17.12

An instrument appointing a proxy that is in writing must be signed in one of the following ways:

(a)

by the Member;

(b)

by the Member's authorised attorney; or

(c)

if the Member is a corporation or other body corporate, under seal or signed by a duly authorised signatory (including an authorised officer, secretary or attorney).

17.13

The Directors may require the production of any evidence which they consider necessary to determine the validity of any appointment of a proxy.

17.14

How and when proxy is to be delivered

17.15

(a)

in the case of an instrument in writing, it must be left at or sent by post:

(i)

to the registered office of the Company; or

(ii)

to such other place within the Island specified in the notice convening the meeting or in any form of appointment of proxy sent out by the Company in relation to the meeting; or

(b)

(i)

in the notice convening the meeting;

(ii)

in any form of appointment of a proxy sent out by the Company in relation to the meeting; or

(iii)

in any invitation to appoint a proxy issued by the Company in relation to the meeting.

17.16

Where a poll is taken, the form of appointment of a proxy and any accompanying authority (or an Electronic Record of the same) must be delivered as required under Article 17.15.

17.17

If the form of appointment of proxy is not delivered on time, it is invalid.

Voting by proxy

17.18

Corporations Acting by Representatives at Meeting

18.1

Save where otherwise provided, a corporate Member must act by one or more duly authorised representatives.

18.2

A corporate Member wishing to act by a duly authorised representative must identify that person to the Company by notice in writing.

18.3

The authorisation may be for any period of time, and must be delivered to the Company before the commencement of the meeting at which it is first used.

18.4

The Directors of the Company may require the production of any evidence which they consider necessary to determine the validity of the notice.

18.5

Where a duly authorised representative is present at a meeting that Member is deemed to be present in person, and the acts of the duly authorised representative are personal acts of that Member.

18.6

Clearing Houses

Directors

20.1

20.2

Appointment, disqualification and removal of Directors No age limit

21.1

There is no age limit for Directors save that they must be aged at least 18 years.

No corporate Directors

21.2

A Director must be a natural person.

Appointment of Directors

21.3

Subject to applicable law and the listing rules of the Designated Stock Exchange:

(a)

(b)

the Company may by Ordinary Resolution appoint any person to be a Director (subject to the requirements of Article 15).

Removal of Directors

21.4

Filling of vacancies

21.5

Resignation of Directors

21.6

21.7

Unless the notice specifies a different date, the Director shall be deemed to have resigned on the date on which the notice is delivered to the Company.

Corporate governance policies

21.8

No shareholding qualification

21.9

Directors' Fees and Expenses

22.1

22.2

Powers and duties of Directors

23.1

23.2

Delegation of powers

Power to delegate any of the Directors' powers to a committee

24.1

24.2

Unless otherwise permitted by the Directors, a committee must follow the procedures prescribed for the taking of decisions by Directors.

Power to appoint an agent of the Company

24.3

(a)

by causing the Company to enter into a power of attorney or agreement; or

(b)

in any other manner they determine.

Power to appoint an attorney or authorised signatory of the Company

24.4

24.5

Management

24.6

24.7

24.8

24.9

Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities, and discretions for the time being vested to them.

24.10

Disqualification of Directors

25.1

Subject to these Articles, the office of Director shall be vacated, if the Director:

(a)

becomes bankrupt or makes any arrangement or composition with his creditors;

(b)

dies or is found to be or becomes, in the opinion of a registered medical practitioner by whom he is being treated, physically or mentally incapable of acting as a Director;

(c)

resigns his office by notice to the Company in accordance with Articles 21.6 and 21.7;

(d)

is prohibited by applicable law or the Designated Stock Exchange from being a Director;

(e)

without special leave of absence from the Directors, is absent from meetings of the Directors for six consecutive months and the Directors resolve that his office be vacated; or

(f)

is removed from office pursuant to these Articles or any other agreement between the Director and the Company or any of its subsidiaries.

25.2

If the office of Director is terminated or vacated for any reason, he shall thereupon cease to be a member of any committee of the board of Directors of the Company.

Meetings of Directors Regulation of Directors' meetings

26.1

Subject to the provisions of these Articles, the Directors may regulate their proceedings as they think fit.

Calling meetings

26.2

Use of technology

26.3

Quorum

26.4

26.5

Voting

26.6

A question which arises at a board meeting shall be decided by a majority of votes. If votes are equal the chairman shall have a second or casting vote.

26.7

Validity

26.8

Permissible Directors' interests and disclosure

27.1

27.2

27.3

Minutes

28.1

The Directors shall cause minutes to be made in books or loose-leaf folders provided for the purpose of recording:

(a)

all appointments of officers made by the Directors;

(b)

the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and

(c)

all resolutions and proceedings at all meetings of the Company or the holders of any class of Shares, and of the Directors and of committees of Directors.

Written resolutions

28.2

The Directors may pass a resolution in writing without holding a meeting if the following conditions are met:

(a)

all Directors are given notice of the resolution;

(b)

the resolution is set out in a document or documents indicating that it is a written resolution;

(c)

all of the Directors:

(i)

sign a document; or

(ii)

sign several documents in the like form each signed by one or more Directors; and

(d)

28.3

Dividends

Payment of dividends by Directors

29.1

29.2

In relation to Shares carrying differing rights to dividends or rights to dividends at a fixed rate, the following applies:

(a)

(b)

(c)

Apportionment of dividends

29.3

Right of set off

29.4

The Directors may deduct from a dividend or any other amount payable to a person in respect of a Share any amount due by that person to the Company in relation to a Share.

Power to pay other than in cash

29.5

(a)

issue fractional Shares;

(b)

fix the value of assets for distribution and make cash payments to some Members on the footing of the value so fixed in order to adjust the rights of Members; and

(c)

vest some assets in trustees.

How payments may be made

29.6

A dividend or other monies payable on or in respect of a Share may be paid in any of the following ways:

(a)

if the Member holding that Share or other person entitled to that Share nominates a bank account for that purpose, by wire transfer to that bank account; or

(b)

by cheque or warrant sent by post to the registered address of the Member holding that Share or other person entitled to that Share.

29.7

29.8

If two or more persons are registered as Joint Holders, a dividend (or other amount) payable on or in respect of that Share may be paid as follows:

(a)

to the registered address of the Joint Holder of the Share who is named first on the Register of Members or to the registered address of the deceased or bankrupt holder, as the case may be; or

(b)

to the address or bank account of another person nominated by the Joint Holders, whether that nomination is in writing or in an Electronic Record.

29.9

Any Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable in respect of that Share.

Dividends or other monies not to bear interest in absence of special rights

29.10

Unless provided for by the rights attached to a Share, no dividend or other monies payable by the Company in respect of a Share shall bear interest.

Unclaimed Dividends

29.11

The payment by the Directors of any unclaimed dividend or other sums payable on or in respect of a Share into a separate account shall not constitute the Company a trustee in respect thereof.

Accounts and audits Accounting and other records

30.1

The Directors must ensure that proper accounting and other records are kept, and that accounts and associated reports are distributed in accordance with the requirements of the Law.

No automatic right of inspection

30.2

30.3

30.4

Sending of accounts and reports

30.5

(a)

they are sent to that person in accordance with the notice provisions in Article 36; or

(b)

they are published on a website providing that person is given separate notice of:

(i)

the fact that the documents have been published on the website;

(ii)

the address of the website;

(iii)

the place on the website where the documents may be accessed; and

(iv)

how they may be accessed.

30.6

Time of receipt if documents are published on a website

30.7

(a)

the documents are published on the website throughout a period beginning at least 14 clear days before the date of the meeting and ending with the conclusion of the meeting; and

(b)

the person is given at least 14 clear days' notice of the meeting.

Validity despite accidental error in publication on website

30.8

(a)

those documents are published in a different place on the website to the place notified; or

(b)

they are published for only part of the period from the date of notification until the conclusion of that meeting.

When accounts are to be audited

30.9

Audit

31.1

31.2

Seal Company seal

32.1

The Company may have a seal if the Directors so determine.

Official seal

32.2

Subject to the provisions of the Law, the Company may also have:

(a)

(b)

When and how seal is to be used

32.3

A seal may only be used by the authority of the Directors. Unless the Directors otherwise determine, a document to which a seal is affixed must be signed in one of the following ways:

(a)

by a Director and the Secretary; or

(b)

by a single Director.

If no seal is adopted or used

32.4

If the Directors do not adopt a seal, or a seal is not used, a document may be executed in the following manner:

(a)

by a Director and the Secretary; or

(b)

by a single Director; or

(c)

by any other person authorised by the Directors; or

(d)

in any other manner permitted by the Law.

Power to allow non-manual signatures and facsimile printing of seal

32.5

The Directors may determine that either or both of the following applies:

(a)

that the seal or a duplicate seal need not be affixed manually but may be affixed by some other method or system of reproduction; and/or

(b)

that a signature required by these Articles need not be manual but may be a mechanical or Electronic Signature.

Validity of execution

32.6

Officers

33.1

33.2

The appointee must consent in writing to holding that office.

33.3

33.4

Where a chairman is appointed he shall, unless unable to do so, preside at every meeting of Directors.

33.5

33.6

33.7

The Secretary must consent in writing to holding that office.

33.8

A Director, Secretary or other Officer of the Company may not hold office, or perform the services, of auditor.

Register of Directors and Officers

Capitalisation of profits

Capitalisation of profits or of any stated capital account or capital redemption reserve

Notices Form of notices

36.1

36.2

36.3

Signatures

36.4

A written notice shall be signed when it is autographed by or on behalf of the giver, or is marked in such a way as to indicate its execution or adoption by the giver.

36.5

An Electronic Record may be signed by an Electronic Signature.

Evidence of transmission

36.6

36.7

Delivery of notices

36.8

Giving notice to a deceased or bankrupt Member

36.9

Saving provisions

36.10

36.11

36.12

None of the preceding notice provisions shall derogate from the Articles about the delivery of written resolutions of Directors and written resolutions of Members.

Authentication of Electronic Records Application of Articles

37.1

Authentication of documents sent by Members by Electronic means

37.2

(a)

the Member or each Member, as the case may be, signed the original document, and for this purpose original document includes several documents in like form signed by one or more of those Members;

(b)

(c)

Article 37.7 does not apply.

37.3

Authentication of document sent by the Secretary or Officers by Electronic means

37.4

(a)

(b)

(c)

Article 37.7 does not apply.

This Article applies whether the document is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the Company.

37.5

Manner of signing

37.6

For the purposes of these Articles about the authentication of Electronic Records, a document will be taken to be signed if it is signed manually or in any other manner permitted by these Articles.

Saving provision

37.7

A notice, written resolution or other document under these Articles will not be deemed to be authentic if the recipient, acting reasonably:

(a)

believes that the signature of the signatory has been altered after the signatory had signed the original document;

(b)

believes that the original document, or the Electronic Record of it, was altered, without the approval of the signatory, after the signatory signed the original document; or

(c)

otherwise doubts the authenticity of the Electronic Record of the document;

Information

38.1

38.2

Indemnity

Indemnity

39.1

39.2

39.3

39.4

Forum

Unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company,

(ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company's Members, (iii) any action asserting a claim arising pursuant to any provision of the Law or these Articles (in each case, as they may be amended from time to time) or (iv) any action asserting a claim governed by the internal affairs doctrine shall be the courts of the Island of Jersey.

Financial Year

Unless the Directors otherwise prescribe, the financial year of the Company shall begin on January 1 in each year and shall end on December 31 in such year.

Winding up

Distribution of assets in specie

42.1

(a)

(b)

42.2

Business Opportunities

43.1

43.2

43.3

Surviving Company

Signed for and on behalf of Metals Acquisition Limited

/s/ Michael James McMullen
Signature

Michael James McMullen
Print name

CEO
Title

Merging Company

Signed for and on behalf of Metals Acquisition Corp.

/s/ Michael James McMullen
Signature

Michael James McMullen
Print name

CEO
Title

Exhibit 4.15

Execution Version

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 15, 2023, is made and entered into by and among Metals Acquisition Limited, a public company with limited liability incorporated under the laws of Jersey, Channel Islands (the “Company”), Green Mountain Metals LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature pages hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Purchase Agreement (as defined below).

RECITALS

WHEREAS, Metals Acquisition Corp, a Cayman Islands exempted company (“MAC”) has entered into the certain 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 further amended by the CMPL Share Sale Agreement Side Letter, dated as of April 21, 2023, and as further amended by the CMPL Share Sale Agreement Side Letter, dated as of June 2, 2023 (as may be further amended from time to time, the “Purchase Agreement”), with the Company, Glencore Operations Australia Pty Limited, an Australian private company (“Glencore”), and Metals Acquisition Corp. (Australia) Pty Ltd, an Australian private company (“MAC-Sub”), pursuant to which MAC-Sub will acquire the CSA Copper Mine in New South Wales, Australia for consideration that includes the issuance of 10,000,000 ordinary shares, par value $0.0001 per share, of the Company (the “Ordinary Shares”) to Glencore;

WHEREAS, MAC is party to that certain Registration Rights Agreement, dated as of July 28, 2021 (the “Prior Registration Rights Agreement”), by and among MAC, the Sponsor and each of the other holders party thereto; and

WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I
DEFINITIONS

1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

Execution Version

“Agreement” shall have the meaning given in the Preamble.

“Board” shall mean the Board of Directors of the Company.

“Commission” shall mean the United States Securities and Exchange Commission.

“Commission Guidance” means (a) any publicly-available written guidance of the Commission staff, or any comments, requirements or requests of the Commission staff and (b) the Securities Act.

“Company” shall have the meaning given in the Preamble.

“Company Shelf Takedown Notice” shall have the meaning given in subsection 2.1.3.

“Demand Registration” shall have the meaning given in subsection 2.2.1.

“Demanding Holder” shall mean, as applicable, (a) the applicable Holders making a written demand for the Registration of Registrable Securities pursuant to subsection 2.2.1 or (b) the applicable Holders making a written demand for a Shelf Underwritten Offering of Registrable Securities pursuant to subsection 2.1.3.

“Effectiveness Deadline” shall have the meaning given in in subsection 2.1.1.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Founder Shares” shall mean the Class A ordinary shares, par value $0.0001 per share, of New MAC issued upon automatic conversion of the Class B ordinary shares, par value $0.0001 per share of MAC in connection with the transactions contemplated by the Purchase Agreement.

“Founder Shares Lock-up Period” shall mean, with respect to the Founder Shares held by certain of the Holders or their respective Permitted Transferees and any Ordinary Shares issued upon conversion thereof, the period ending on the earliest of (A) one year after the date hereof, (B) the first date on which the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the date hereof or (C) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.

Execution Version

“Glencore” shall have the meaning given in the recitals hereto.

“Holders” shall have the meaning given in the Preamble.

“Insider Letter” shall mean that certain letter agreement, dated as of July 28, 2021, by and among MAC, the Sponsor and each of MAC’s officers and directors.

“Long-Form Shelf” shall have the meaning given in subsection 2.1.1.

“MAC” shall have the meaning given in the Recitals hereto.

“MAC-Sub” shall have the meaning given in the Recitals hereto.

“Maximum Number of Securities” shall have the meaning given in subsection 2.2.4.

“Minimum Amount” shall have the meaning given in subsection 2.1.3.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the light of the circumstances under which they were made) not misleading.

“Ordinary Shares” shall have the meaning given in the Recitals hereto.

“Permitted Transferees” shall mean, with respect to any Holder other than Glencore, any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period, the Private Placement Lock-up Period or any other lock-up period, as the case may be, under the Insider Letter, the Private Placement Warrant Agreement, this Agreement and any other applicable agreement between such Holder and the Company, and to any transferee thereafter. With respect to Glencore, “Permitted Transferees” shall mean any affiliate, direct or indirect shareholders, parent entities or other holders of equity interests in Glencore, and to any transferee thereafter.

“Piggyback Registration” shall have the meaning given in subsection 2.3.1.

“Prior Registration Rights Agreement” shall have the meaning given in the Recitals hereto.

“Private Placement Lock-up Period” shall mean, with respect to Private Placement Warrants, that are held by the initial purchasers of such Private Placement Warrants or their Permitted Transferees, and the Ordinary Shares issuable upon the exercise of the Private Placement Warrants, that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending thirty (30) days after the date hereof.

“Private Placement Warrant Agreement” shall mean that certain private placement warrant agreement, dated July 28, 2021, between MAC and affiliates of the Sponsor, pursuant to which the affiliates of the Sponsor agreed to purchase Private Placement Warrants (as defined below) in a private placement transaction occurring simultaneously with the closing of the MAC’s initial public offering and assumed by New MAC in connection with the transactions contemplated by the Purchase Agreement.

Execution Version

“Private Placement Warrants” shall mean the private placement warrants issued pursuant to the Private Placement Warrant Agreement (including, for the avoidance of doubt, Working Capital Warrants). Each Private Placement Warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share.

“Pro Rata” shall have the meaning given in subsection 2.2.4.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Purchase Agreement” shall have the meaning given in the Recitals hereto.

“Registrable Security” shall mean (a) the Founder Shares, (b) the Private Placement Warrants (including any Ordinary Shares issued or issuable upon the exercise of the Private Placement Warrants), (c) any Ordinary Shares or any other equity security (including the Ordinary Shares issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement or to be issued to a Holder pursuant to the transactions contemplated by the Purchase Agreement and (d) any other equity security of the Company issued or issuable with respect to any such Ordinary Share by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; or (D) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

Execution Version

“Registration Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Ordinary Shares are then listed;

(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriter in connection with blue sky qualifications of Registrable Securities);

(D) reasonable fees and disbursements of counsel for the Company;

(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and

(F) reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration or Shelf Underwritten Offering to be registered for offer and sale in the applicable Registration.

“Registration Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Removed Shares” shall have the meaning given in subsection 2.5.

“Requesting Holder” shall have the meaning given in subsection 2.2.1.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf Takedown Notice” shall have the meaning given in subsection 2.1.3.

“Shelf Underwritten Offering” shall have the meaning given in subsection 2.1.3.

“Short-Form Shelf” shall have the meaning given in subsection 2.1.2.

“Sponsor” shall have the meaning given in the Recitals hereto.

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“Underwritten Registration” or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

“Working Capital Warrants” shall mean the 1,000,000 Private Placement Warrants issued to the Sponsor pursuant to the Private Placement Warrant Agreement on conversion of $1,500,000 of working capital loans at a price of $1.50 per Private Placement Warrant.

Execution Version

ARTICLE II
REGISTRATIONS

2.1 Shelf Registration.

2.1.1 The Company shall, as soon as practicable, but in any event no later than the date that is thirty (30) calendar days after the date hereof, file a Registration Statement under the Securities Act to permit the public resale by the Holders of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form S-1 or Form F-1 (a “Long-Form Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain a Misstatement.

2.1.2 The Company shall use its reasonable best efforts to convert the Long-Form Shelf filed pursuant to subsection 2.1.1 to a shelf registration statement on Form S-3 or Form F-3 (a “Short-Form Shelf”) as promptly as practicable after the Company is eligible to use a Short-Form Shelf and have the Short-Form Shelf declared effective as promptly as practicable and to cause such Short-Form Shelf to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities.

2.1.3 At any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1 or subsection 2.1.2, any Holder may request to sell all or a portion of their Registrable Securities in an underwritten offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”), provided that such Holder(s) reasonably expects to sell Registrable Securities yielding aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering (the “Minimum Amount”). All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. The Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to the provisions of subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) business days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the Holders requesting such Shelf Underwritten Offering (which managing Underwriter or Underwriters shall be subject to approval of the Company) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities in accordance with the terms of this Agreement. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations as are customary in underwritten offerings of securities by the Company. Any Shelf Underwritten Offering effected pursuant to this subsection 2.1.3 shall be counted as a Registration for purposes of the limit on the number of Registrations that can be effected under Section 2.2.

Execution Version

2.2 Demand Registration.

2.2.1 Request for Registration. Subject to the provisions of subsection 2.2.4, Section 2.5 and 3.4 hereof, at any time and from time to time, the Holders of at least fifteen percent (15%) of the then-outstanding number of Registrable Securities (the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Execution Version

2.2.2 Effective Registration. Notwithstanding the provisions of subsection 2.2.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days after the removal, rescission or other termination of such stop order or injunction, of such election; and provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.

2.2.3 Underwritten Offering. Subject to the provisions of subsection 2.2.4 and Sections 2.5 and 3.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.3, subject to Section 3.3 and Article IV shall enter into an underwriting agreement in customary form with the Underwriter selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.

2.2.4 Reduction of Underwritten Offering. If the managing Underwriter in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.3.1 hereof, without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

Execution Version

2.3 Withdrawal of Securities. A Demanding Holder or a Requesting Holder shall have the right to withdraw all or a portion of its Registrable Securities included in a Demand Registration pursuant to subsection 2.2.1 or a Shelf Underwritten Offering pursuant to subsection 2.1.3 for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to so withdraw at any time prior to (i) in the case of a Demand Registration not involving an Underwritten Offering, the effectiveness of the applicable Registration Statement or (ii) in the case of any Demand Registration involving an Underwritten Offering or any Shelf Underwritten Offering, prior to the pricing of such Underwritten Offering or Shelf Underwritten Offering; provided, however, that upon withdrawal by a majority-in-interest of the Demanding Holders initiating a Demand Registration (or in the case of a Shelf Underwritten Offering, withdrawal of an amount of Registrable Securities included by the Holders in such Shelf Underwritten Offering, in their capacity as Demanding Holders, being less than the Minimum Amount), the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement or complete the Underwritten Offering, as applicable. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or a Shelf Underwritten Offering prior to and including its withdrawal under this Section 2.3.

2.4 Piggyback Registration.

2.4.1 Piggyback Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Article II hereof), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.4.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.4.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Execution Version

2.4.2 Reduction of Piggyback Registration. If the managing Underwriter in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Ordinary Shares that the Company desires to sell, taken together with (i) the Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.4 hereof, and (iii) the Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:

(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.4.1 hereof (pro rata based on the respective number of Registrable Securities that such Holder has requested be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;

Execution Version

(b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.4.1, pro rata based on the number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Registration, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

2.4.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw all or any portion of its Registrable Securities in a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw such Registrable Securities from such Piggyback Registration prior to (i) in the case of a Piggyback Registration not involving an Underwritten Offering or Shelf Underwritten Offering, the effectiveness of the applicable Registration Statement or (ii), in the case of any Piggyback Registration involving an Underwritten Offering or any Shelf Underwritten Offering, prior to the pricing of such Underwritten Offering or Shelf Underwritten Offering. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to and including its withdrawal under this subsection 2.4.3.

2.4.4 Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.4 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.2 hereof.

2.5 Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of the Underwriter to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period.

Execution Version

2.6 Rule 415; Removal. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement on Form S-3 or Form F-3 filed pursuant to this Article II is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires a Holder to be named as an “underwriter,” the Company shall promptly notify each holder of Registrable Securities thereof (or in the case of the Commission requiring a Holder to be named as an “underwriter,” the Holders) and (b) use commercially reasonable efforts to persuade the Commission that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415. In the event that the Commission refuses to alter its position, the Company shall (a) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (b) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415; provided, however, that the Company shall not agree to name any Holder as an “underwriter” in such Registration Statement without the prior written consent of such Holder and, if the Commission requires such Holder to be named as an “underwriter” in such Registration Statement, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Holder in such Registration Statement. In the event of a share removal pursuant to this Section 2.5, the Company shall give the applicable Holders at least five (5) days prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of the Holders pursuant to this Section 2.5 shall first be applied to Holders on a pro rata basis based on the aggregate amount of Registrable Securities held by the Holders. In the event of a share removal of the Holders pursuant to this Section 2.5, the Company shall promptly register the resale of any Removed Shares pursuant to subsection 2.1.2 hereof. In the case of a Long-Form Shelf filed to register the resale of Removed Shares, upon such date as the Company becomes eligible to register all of the Removed Shares for resale on a Short-Form Shelf pursuant to the Commission Guidance and, if applicable, without a requirement that any of the Holders be named as an “underwriter” therein, the Company shall use its reasonable best efforts to file a Short-Form Shelf as promptly as practicable to replace the applicable Long-Form Shelf and have the Short-Form Shelf declared effective as promptly as practicable and to cause such Short-Form Shelf to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities thereunder held by the applicable Holders until all such Registrable Securities have ceased to be Registrable Securities.

Execution Version

ARTICLE III
COMPANY PROCEDURES

3.1 General Procedures. If the Company is required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

3.1.3 prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriter and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriter and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

3.1.4 prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

Execution Version

3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement furnish a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation, providing copies promptly upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus;

3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;

3.1.10 permit a representative of the Holders (such representative to be selected by a majority of the participating Holders), the Underwriter and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriter enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information; and provided further, the Company may not include the name of any Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement or Prospectus, any amendment or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder or Underwriter and providing each such Holder or Underwriter a reasonable amount of time to review and comment on such applicable document, which comments the Company shall include unless contrary to applicable law;

3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

Execution Version

3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriter covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;

3.1.13 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;

3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);

3.1.15 if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering;

3.1.16 furnish to each seller of Registrable Securities covered by such Registration Statement such number of conformed copies of such Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the Prospectus contained in such Registration Statement (including each preliminary Prospectus and any summary Prospectus) and any other Prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as such seller may reasonably request; and

3.1.17 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.

3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriter commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

3.3 Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

Execution Version

3.4 Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.

3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

ARTICLE IV
INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriter, its officers and directors and each person who controls such Underwriter (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

Execution Version

4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriter, its officers, directors and each person who controls such Underwriter (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.1.3 Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (plus local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Execution Version

4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

4.1.5 If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

ARTICLE V
MISCELLANEOUS

5.1 Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: One Penn Plaza, 36^th Floor, New York, NY 10119, and, if to any Holder, at such Holder’s address or contact information as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.

Execution Version

5.2 Assignment; No Third Party Beneficiaries.

5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

5.2.2 Each Holder may assign its rights hereunder to any purchaser or Permitted Transferee of Registrable Securities; provided, that such purchaser or transferee shall, as a condition to the effectiveness of such assignment, be required to execute a counterpart to this Agreement agreeing to be treated as a Holder whereupon such purchaser or transferee shall have the benefits of, and shall be subject to the restrictions contained in, this Agreement as if such purchaser or transferee was originally included in the definition of a Holder herein and had originally been a party hereto.

5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.

5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof.

5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

5.3 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

5.4 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED IN THE CITY OF NEW YORK, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.

Execution Version

5.5 Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder of the capital shares of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.6 Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions, including but not limited to the Prior Registration Rights Agreement, and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

5.7 Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities without registration pursuant to Rule 144 (or any similar provision) under the Securities Act with no volume or other restrictions or limitations. The provisions of Section 3.5 and Article IV shall survive any termination.

[Signature Page Follows]

Execution Version

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

	COMPANY:

	metals acquisition LIMITED, a Jersey, Channel Islands public company with limited liability

	By:	/s/ Michael James McMullen
		Name: Michael James McMullen
		Title: Chief Executive Officer

[Signature Page to Registration Rights Agreement]

Execution Version

	HOLDERS:

	green mountain metals LLC, a Cayman Islands limited liability company

	By:	/s/ Ashley Zumwalt-Forbes
		Name: Ashley Zumwalt-Forbes
		Title: Member

	By:	/s/ Michael James McMullen
		Name: Michael James McMullen

	By:	/s/ Marthinus J. Crouse
		Name: Marthinus J. Crouse

	By:	/s/ Dan Vujcic
		Name: Dan Vujcic

	By:	/s/ Patrice E. Merrin
		Name: Patrice E. Merrin

	By:	/s/ Rasmus Kristoffer Gerdeman
		Name: Rasmus Kristoffer Gerdeman

	By:	/s/ Neville Joseph Power
		Name: Neville Joseph Power

	By:	/s/ John Rhett Miles Bennett
		Name: John Rhett Miles Bennett

	By:	/s/ Charles D. McConnell
		Name: Charles D. McConnell

	By:	/s/ William (Bill) James Beament
		Name: William (Bill) James Beament

	By:	/s/ Ashley Elizabeth Zumwalt-Forbes
		Name: Ashley Elizabeth Zumwalt-Forbes

	By:	/s/ Nicholas Power
		Name: Nicholas Power

[Signature Page to Registration Rights Agreement]

Execution Version

	glencore Operations Australia pty limited, an Australian private company

	By:	/s/ Jay Jools
		Name: Jay Jools
		Title: Director

	By:	/s/ Nick Talintyre
		Name: Nick Talintyre
		Title: Director

[Signature Page to Registration Rights Agreement]

Exhibit 4.16

GLENCORE

I N T E R N A T I O N A L A G

CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

CONTRACT NO. 101-22-12153-P

This CONTRACT is made on 12 June 2023.

BETWEEN:	COBAR MANAGEMENT PTY LIMITED
	CSA Mine, Louth Road
	PO Box 31
	Cobar NSW 2835
	Australia

	(hereinafter called "Seller")


AND	GLENCORE INTERNATIONAL AG
	Baarermattstrasse 3
	6340 Baar
	Switzerland

	(hereinafter called "Buyer")

DEFINITIONS:

1 kilogram	=	1000 grams.
1 ounce	=	1 troy ounce of 31.1035 grams.
1 pound	=	453.593 grams.
1 ton	=	1 metric ton of 1000 kilograms or 2204.62 lbs.
1 unit	=	1% of the dry net weight.
AM/PM	=	ante meridiem/post meridiem.
Benchmark Terms	=	Is a set of economic terms which includes the base treatment charge, treatment charge basis (i.e. the copper price being the basis for the treatment charge scales) and treatment charge scale agreed each Calendar Year between Escondida/ BHP, Freeport/Grasberg and the main Asian smelters and as referenced by Brook Hunt /Cru.

Registered address: Baarermattstrasse 3 % 6340 Baar % Switzerland
Mailing address: Baarermattstrasse 3 % P.O. Box 1363 % CH-6341 Baar % Switzerland

Telephone +41 41 709 20 00 % Telefax +41 41 709 30 00

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Benchmark Interest Rate	=	means the Bloomberg Short-Term Bank Yield Index (BSBY) administered by Bloomberg for US Dollars and for a period of three months as displayed on the relevant Bloomberg screen, as at or around 7:00 (EST) on the date of Buyer’s advance payment.
Buyer Group	=	means the Buyer and Glencore plc and each of its Related Bodies Corporate.
Calendar Year	=	Shall mean a period commencing on 01 January and ending on 31 December, except for:
		(a) the Calendar Year 2023, which shall commence on the effective date of this Contract and end on 31 December 2023; and
		(b) the Calendar Year referenced in sub-clauses 8.2.1(b) and 8.2.2(b).
Chinese Trade Restrictions Period	=	shall mean the period of time commencing on the Effective Date and ending on the date that any copper concentrate from Australia is able to be imported into China and exported to China without any restriction.
CIF	=	Cost, Insurance and Freight (according to INCOTERMS 2020).
Cobar Mine	=	shall mean the mine located on the Mining Tenements.
Date and Month of Arrival at discharge port	=	In respect of any shipment of Material shall mean the calendar day on which, respectively the calendar month during which the carrying vessel tendered valid Notice of Readiness (as evidenced in the Statement of Facts) at discharge port or as otherwise stated in the Contract.
Date and Month of Shipment	=	In respect of any shipment of the Material shall mean the calendar day, respectively the calendar month, during which the Bill of Lading is dated.
dmt	=	dry metric tons.
F.O.	=	"Free Out" shall mean that Buyer shall arrange for and bear the expenses of unloading from the vessel's hold at the port of discharge.

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Financier	=	shall have the meaning given to that term in Clause 21.3.
FOB	=	Free on Board (according to INCOTERMS 2020).
GST	=	shall mean any goods and services tax, value added tax or any tax analogous thereto but excludes any statutory late payment interest or penalties.
Incoterms	=	Shall mean the International Chamber of Commerce's Official Rules for the Interpretation of Trade Terms known as Incoterms 2020 or as later amended or replaced.
LBMA	=	London Bullion Metal Association.
LME	=	London Metal Exchange.
Material	=	shall mean all copper concentrate produced by the Seller that is derived from Minerals within the Mining Tenements, produced by the Operations or produced or derived from any ore, minerals or concentrates 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. QUALITY below.
Minerals	=	shall mean any and all marketable and metal bearing material in whatever form or state that is mined, produced, extracted or otherwise recovered from the Operations, including any such material contained in tailings, reprocessed materials, waste rock, dumps or stockpiles derived from the Operations and including ore and other products resulting from the milling, processing or other beneficiation of such materials.
Mining Tenements	=	shall mean mining leases (Consolidated Mining Lease No. 5 (CML5), Mining Purpose Lease 1093 (MPL 1093) and Mining Purpose Lease 1094 (MPL 1094)) and the exploration licences (Exploration Licence (CSA Regional) (EL5693), Exploration Licence (Delta) wholly within EL5693 (EL5983), Exploration Licence (Shuttleton), JV with AuriCular Mines Pty Ltd (EL6223) but only to the extent of the beneficial interest the Seller has in EL6223 and Exploration lease (EL6907) but only to the extent of the beneficial interest the Seller has in EL6907), in each case as may be renewed, extended, substituted, replaced or consolidated.

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Operations	=	shall mean the following operations conducted by Seller:
		-      The exploration and prospecting for and analysis, study, assessment and evaluation of copper, silver and gold within the Mining Tenements and the progressive development of the Mining Tenements;
		-     The mining, treatment and processing, handling, stockpiling, transportation from and loading of copper ore at the mines within the Mining Tenements;
		-      All activities necessary for or incidental to the carrying on of the abovementioned activities, including but not limited to the provision of necessary administration and support facilities, power and water, housing for mine employees and contractors, communication facilities and community support and donations; and
		-     The production of copper concentrate produced from copper ore within the Mining Tenements that is Owned by the Seller.
Owned by the Seller	=	all copper concentrate or copper ore (as applicable) derived from the Minerals within the Mining Tenements and/or produced by the Operations.
Plant	=	shall mean the copper concentrator and associated facilities located at the Cobar Mine.
Proxy Statement	=	shall have the meaning give to it in Schedule 11 of the Share Sale Agreement.

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Related Body Corporate	=	has the meaning it has in the Corporations Act 2001 (Cth).
S.T.	=	“Stowed and Trimmed” shall mean that the Seller shall arrange for and bear the expenses loading the Material free on board of the carrying vessel stowed and trimmed in Ship's hold at port of loading.
SEC	=	means the United States Securities and Exchange Commission.
Security	=	shall have the meaning given to that term in Clause 21.3.
Seller Group	=	means the Seller and each of its Related Bodies Corporate.
Seller Guarantor	=	Metals Acquisition Corporation with ROC#372802 and registered at Suite 400, 425 Houston St, Ft Worth, Texas, 76102.
Share Sale Agreement	=	shall mean the Share Sale Agreement dated 17^th March 2022 (Sydney, Australia time), between Glencore Operations Australia Pty Limited, Metals Acquisition Corp. (Australia) Pty Ltd and the Seller Guarantor (amongst others) as amended from time to time.
Shipment Lot	=	shall mean a parcel size of 11’000 (eleven thousand) wmt, plus/minus 10% (ten percent) of Material.
USD and USc	=	Dollars and Cents are United States currency
wmt	=	wet metric tons.
Working / Business day	=	Monday to Friday; Saturday, Sunday and legal holidays in Baar and/or Zurich, Switzerland and/or Cobar, Australia and/or London, United Kingdom excluded.

duration:

This Offtake Contract shall commence on the date of “Completion” as defined in the Share Sale Agreement (‘Effective Date’) and shall continue for the entire life of the Cobar Mine.

Notwithstanding the above, the Contract shall remain in full force until all delivery and financial obligations set out under this Contract have been fulfilled by Buyer and Seller.

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QUANTITY:

3.1

The Seller undertakes to sell, and the Buyer undertakes to purchase and pay for 100% (one hundred) of the Material produced at the Cobar Mine.

3.2

For each Contractual Year after 2023, the Seller shall advise the yearly estimated production forecast to Buyer no later than the 30^thNovember of the preceding Contractual Year. For Contractual Year 2023, the Seller will advise the yearly estimated production forecast to Buyer no later than 6 (six) calendar months after the Effective Date.

3.3

The Seller shall provide Buyer with a quarterly production forecast no later than 7 (seven) calendar days prior to the commencement of the respective calendar quarter and shall provide a monthly rail schedule to Buyer no later than the 1^st (first) calendar day of every calendar month.

3.4

The parties acknowledge that the forecasts provided by the Seller to Buyer under sub-clause 3.2 above are forecast estimates only and are not binding on the Seller. However, the Seller must use reasonable endeavours to notify the Buyer if there will be any material variation in any forecast estimate given, without undue delay.

3.5

In case for any reason, Seller fails to deliver the yearly estimated production forecast as set out above, during any Contractual Year, Buyer shall have the option to take such shortfall of tonnage during the immediately following Contractual Year of delivery.

The applicable commercial terms for any quantity to be carried over into the immediately following Contractual Year shall either be those applicable to the Contractual Year of contractual shipment or those of the Contractual Year of actual shipment, in Buyer's option.

3.6

To the extent that the Seller produces direct shipping ore by the Operations or from the Minerals within the Mining Tenements, the Buyer and Seller agree the direct shipping ore shall be sold by Seller and purchased by Buyer within the scope of the contract and Buyer and Seller agree they will negotiate pricing for such ore in good faith.

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QUALITY:

4.1

Cobar copper concentrates with the following indicative assays:

Element	Unit	Min	Max	Typical
B	ppm	0	20	10
Bi	ppm	80	500	120
Cd	ppm	0	500	10
Co	ppm	120	220	160
Mo	ppm	0	10	2
Sb	ppm		900
Be	ppm		<1
Hg	ppm		100
Ni	ppm	20	40	30
Se	ppm	200	300	240
Sn	ppm	300	500	400
Te	ppm		<1
Al2O3	%	1	2	2
CaO	%		<1
SiO2	%	6	8	7
TiO2	%		<1
Fe	%	28	38	35
MgO	%		<1
MnO	%		<1
Cl	ppm	100.0	1000	100.0
F	ppm		1000
Cu	%	25	29	27
S	%	23	30
Pb	%		3
Zn	%		5
Ag	ppm	30	110	90
As	ppm		5000
Mn	ppm	160	240	200

4.2

If for any reason the above mentioned assay changes significantly outside the agreed indicative qualities set out in sub-clause 4.1, Seller will advise Buyer in good time prior to the shipping allocations being made and Buyer and Seller will discuss in good faith in order to overcome any problem that may be created by the change in quality and, if appropriate, will agree an adjustment which reflects the difference in value between the quality of the Material actually produced against the quality as set out in this clause above.

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4.3

The Material shall otherwise be free from deleterious impurities that are harmful to the normal smelting and refining processes or would prevent the Material from being treated by the smelting and refining process of the Buyer's receiving smelter.

4.4

The Moisture Content (which is percentage loss of mass on drying at 105^oC) of the Material received shall be less than the Transportable Moisture Limit (TML) for the Material as defined by the of the International Maritime Solid Bulk Cargoes (IMSBC) Code of the International Maritime Organization (IMO) prevailing at the time of shipment (or any amendments successor to IMO code regulations addressing safe practices with respect to solid bulk cargos).

4.5

The Seller will provide the Buyer a copy of the Flow Moisture Point (FMP) /Transportable Moisture Limit (TML) test certificate for the current production provided by an Australian Maritime Safety Authority (AMSA) approved testing facility at intervals of not less than six (6) months or if there has been changes to the processing flow sheet that may impact the TML. This includes Material delivered truck or containers for road transport and safety handling requirements. The Buyer has right to reject and/or apply additional costs to condition the Material if the moisture content received exceeds the current Transportable Moisture Limit (TML).

4.6

Buyer shall charge Seller with all the costs resulting from and associated to a claim should the Materials chemical composition not conform to ranges given in the contractual specification as set out under sub-clause 4.1 and such deviance is of material impact on Buyer's receiving smelter smelting and refining processes, or there are deleterious elements found which are not given in the contractual specification and Buyer has faced a financial claim from its receiving smelter.

SHIPMENT:

5.1

Shipment Lots, in bulk, according to a shipping schedule to be mutually agreed on an annual basis between Buyer and Seller during November of the Contractual Year preceding the Contractual Year of shipments, subject to availability of suitable vessel space.

5.2

Seller to provide a cargo declaration at least 35 (thirty five) calendar days prior to the scheduled Month of Shipment. The cargo declaration will include shipment quantity of Material and set load readiness. Laycan shall be as per Buyers vessel nomination and always subject to vessel availability.

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Delivery TERMS:

6.1

Subject to sub-clause 6.2 below, the Material shall be delivered basis CIF or FOB in Buyer’s option and in accordance with the terms as set out below.

6.2

If the Buyer elects to have Material delivered basis FOB and the Buyer’s nominated vessel fails to perform 2 (two) times consecutively, then within 5 (five) Business days of the last of second vessel failure, the nominees of each party as set out in Clause 26. NOTICES shall meet and discuss in good faith and find a mutually agreeable solution.

6.3

For CIF deliveries:

6.3.1

[***] or parity, in Buyer’s option.

6.3.2

Buyer shall name the port of discharge at least 30 (thirty) calendar days prior to the commencement of the Month of Shipment.

6.3.3

Discharge conditions (unless otherwise specified in this Contract including its Appendices), including demurrage and despatch shall be as per Sellers's Charter Party, subject to Buyer's approval (not to be unreasonably withheld or delayed).

6.3.4

Vessel Nominations Sanctions Clause:

6.3.4.1

The Seller warrants, represents and undertakes that it will not nominate any vessel in the performance of its obligations under this Contract:

(a)

which is subject to Sanctions or is registered in a Sanctioned Country or is owned or controlled or managed or chartered by, or has a master who is, a Sanctioned Person (as defined in the Clause 29. SANCTIONS CLAUSE) below titled “Sanctions”);

(b)

which, due to Sanctions, may compromise Buyer’s finance, insurance or other arrangements relating to this Contract and/or the voyage and/or prevent Buyer from involving United States and/or European Union and/or Swiss persons in transactions relating to this Contract and/or the voyage; or

(c)

that has operated, is operating, or will operate, under the term of this Contract in a manner designed to preclude, disguise or otherwise impede the detection of its identity or location, including but not limited to by deactivating its Automatic Identification System ("AIS") or manipulating AIS data, other than where operating in such manner is due to a demonstrable malfunctioning or other similar demonstrable external event beyond the control of the owners and/or operators and/or master of the vessel.

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6.3.4.2

The Seller warrants, represents and undertakes that it is aware of the US Guidance to Address Illicit Shipping and Sanctions Evasion Practices and that it maintains policies and procedures to adequately address such practices and mitigate the related risks.

6.3.4.3

Buyer will have the right to reject any nomination which (i) is made by Seller in breach of the sub-clause 6.3.4.1 here above, or (ii) otherwise involves a vessel that is the subject of any Sanctions (including, but not limited to, vessels that are the subject of Sanctions due to ownership or country of registration, or that appear on any Sanctions list or that have a master who is who is a Sanctioned Person), or (iii) if accepted, would or could, in Buyer’s reasonable opinion, result in a violation of Sanctions or the designation of Buyer as a Sanctioned Person, by serving a rejection notice on the Seller detailing the grounds for the rejection. Service of such notice shall not constitute a breach of this Contract and Buyer shall not be liable to the Seller for any losses, claims, costs, expenses, damages or liabilities arising in connection with any such rejection. If Buyer serves a rejection notice, the Seller shall nominate an alternative vessel within 2 (two) working days after Buyer’s rejection but without prejudice to the other terms and conditions of this Contract which shall remain unaffected (including but not limited to the terms and conditions in relation to the delivery period).

6.3.4.4

Buyer shall be entitled, in its sole discretion and without prejudice to any of its other rights or remedies under this Contract, to exercise any and all of its rights and remedies under sub-clause 6.3.4.5 here below in the following circumstances:

Seller fails to nominate an alternative vessel that complies in all respects with Clause 6.3.4.1 here above within 2 (two) working days after receiving a rejection notice from Buyer under Clause 6.3.4.3 here above and/or Buyer accepting the nomination of the alternative vessel nominated by Seller would or could, Buyer’s reasonable opinion, result in a violation of Sanctions or result in the designation of Buyer as a Sanctioned Person; or

Buyer accepts a nomination in circumstances where:

Seller failed to disclose information in connection with the nominated vessel prior to it being accepted which, had that information been disclosed, would have entitled Buyer to reject the nomination under sub-clause 6.3.4.3 here above; or

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ii)

After accepting the nominated vessel, the accepted vessel becomes a vessel which Buyer would have been entitled to reject under sub-clause 6.3.4.3 here above at the time of nomination;

iii)

After accepting the nominated vessel, the accepted vessel enters or transits though a Sanctioned Country.

6.3.4.5

Upon the occurrence of the circumstances described in sub-clause 6.3.4.4(a) or sub-clause 6.3.4.4(b) here above, Buyer may (without incurring any liability of any nature whatsoever) terminate or suspend all or any part of the Contract with immediate effect by notice to the Seller or take any other action it deems necessary in order for Buyer to comply with applicable Sanctions or avoid Sanctionable Activity, as defined under Clause 29. SANCTIONS CLAUSE. Further and in any event, Buyer may rely on all of its rights and remedies under Clause 29. SANCTIONS CLAUSE below titled “Sanctions”.

6.3.4.6

To the full extent permitted by applicable law, Seller shall indemnify Buyer against any and all costs, expenses, losses and liabilities it incurs as a result of:

Seller breaching any provision of this Clause; and/or

Buyer exercising its rights under any provision of this Clause.

6.3.5

The Material shall be shipped in accordance with IMO Code of Safe Practice for Solid Bulk Cargoes.

6.3.6

The vessel shall furthermore be suitable for draught survey as per conditions stated in the attached Appendix No. 1, performing a constituent part of this Contract.

6.4

For FOB deliveries:

6.4.1

FOB S.T. Newcastle, New South Wales, Australia.

6.4.2

Buyers will instruct owners to keep all involved parties duly informed about vessels itinerary and notices of arrival at loadport.

6.4.3

Seller shall guarantee at load port a loading rate of 10'000 (ten thousand) wmt per workable hatch/hold per WWD SHEX UU (weather working day of 24 consecutive hours, Sundays and holidays excluded, unless used). Remaining loading conditions including demurrage, despatch and shall be as per Buyer's Charter Party.

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6.4.4

Buyer must use its reasonable endeavours to ensure that in relation to each vessel it nominates, the vessel hold shall be shoveled and swept clean before loading.

6.4.5

Seller shall provide at loadport a safe berth always accessible and always afloat at a dock or wharf.

6.4.6

Notice of Readiness (NOR) shall be tendered at the loading port during official port office hours (Office hours shall mean the hours from 08 AM to 05 PM for the days Monday through Saturdays (Sundays and legal holidays excluded) when the vessel is ready in every respect to discharge, whether in berth or not, whether in free pratique or not, whether in customs clearance or not, whether in port or not.

6.4.7

Laytime for loading shall commence at 01 PM the same working day if NOR is tendered until and including 1200 Noon or at 08 AM the next working day if NOR is tendered after 1200 unless loading is sooner commenced in which case actual time used for loading shall count as laytime.

6.4.8

Loading costs of the Material into the carrying vessel, including any extra port charges and/or eventual taxes/dues on cargo to be for Seller's account. Normal port disbursements for vessel to be for vessel's account.

6.4.9

The Material shall be shipped in accordance with IMO Code of Safe Practice for Solid Bulk Cargoes

6.4.10

In the event Buyer elects to take the Material basis FOB S.T. Newcastle, New South Wales, Australia, then the corresponding roll-back from [***] to [***], New South Wales, Australia shall be mutually agreed between Buyer and Seller on a shipment by shipment basis the average of the prevailing spot market rates for lot sizes of 10’000 (ten thousand) wmt. [***]% ([***] percent) of this roll-back shall be paid to Buyer and shall be fully deducted from Buyer’s first provisional payment to the Seller as set out in Clause 10. PAYMENT.

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ISPS Code:

All shipment and delivery of the Material to be shipped hereunder shall comply with the requirements of and conform to the International Code for the Security of Ships and of Port Facilities and the relevant amendments to chapter XI of SOLAS ("ISPS Code" effective since July 1st 2004) and/ or the US Maritime Transportation Security Act 2002 ("MTSA").

The obligations of the Buyer and/ or Seller, which arise out of the ISPS Code and/ or MTSA are defined in the ISPS Code Compliance Agreement, dated 12th December 2005.

PRICE:

The price payable by the Buyer per dmt of the Material shall be the sum of the payments in sub-clause 8.1 less the deductions as specified in sub-clause 8.2 below:

8.1

Payments:

8.1.1

Copper

Pay [***]% ([***] percent) of the final copper content, subject to a minimum deduction of [****] ([***]) unit, at the official LME Cash Settlement Price for Copper Grade "A" in USD, as published on Fastmarkets MB and averaged over the Quotational Period.

8.1.2

Silver

If the final silver content is less than [***] ([***]) grs per dmt of the Material, no payment for silver shall be made by Buyer.

If the final silver content is equal to or above [***] ([***]) grs per dmt of the Material, then pay [***]% ([***] percent) of the final silver content at the London Bullion Brokers Spot Quotation for silver in USc, as published on Fastmarkets MB and averaged over the Quotational Period.

8.1.3

Gold

If the final gold content is less than or equal to [***] ([***]) gram per dmt of the Material, no payment for gold shall be made by Buyer.

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If the final gold content is above [***]([***]) gram per dmt of the Material, then pay [***]% ([***] percent) of the final gold content at the official daily mean of the LBMA AM (morning)/ PM (afternoon) quotation for gold in USD, as published on Fastmarkets MB and averaged over the Quotational Period.

8.2

Deductions:

8.2.1

Treatment Charge:

For as long as the Chinese Trade Restrictions Period exists, the treatment charge for each Calendar Year affected shall be as per the annual Benchmark Terms as set out in Clause 1. DEFINITIONS above) as referenced by Brook Hunt/CRU plus a premium of USD [***] ([***]) per dmt of Material in Buyer’s favour.

Once the Chinese Trade Restrictions Period has ended, the treatment charge for each Calendar Year shall be as per the annual Benchmark Terms as set out in Clause 1. DEFINITIONS above) as referenced by Brook Hunt/CRU.

8.2.2

Copper Refining Charge:

For as long as the Chinese Trade Restrictions Period exists, the copper refining charge for each Calendar Year affected shall be the annual Benchmark Terms (as set out in Clause 1. DEFINITIONS above) as referenced by Brook Hunt/CRU plus a premium of USc [***] ([***]) per each pound of payable copper, in Buyer’s favour, fractions pro rata.

Once the Chinese Trade Restrictions Period has ended, the copper refining charge for each Calendar Year shall be the annual Benchmark Terms (as set out in Clause 1. DEFINITIONS above) as referenced by Brook Hunt/CRU.

8.2.3

However, in the event that by the end of a Calendar Year preceding the Calendar Year of delivery, the annual Benchmark Terms for the respective Calendar Year of delivery as referenced by Brook Hunt/CRU are not available, Buyer and Seller will agree a shipping schedule as well as provisional copper treatment and refining charge for invoicing and payment purposes, which shall be adjusted as soon as the annual Benchmark Terms are known.

Should no agreement have been reached between the parties on the annual Benchmark Terms during the Calendar Year of delivery, then the adjustment described in the immediately preceding paragraph will be postponed into the next Calendar Year until the Benchmark terms become available.

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8.2.4

Silver Refining Charge:

USD [***] ([***]) per each ounce of payable silver, fractions pro rata.

8.2.5

Gold Refining Charge:

USD [***] ([***]) per each ounce of payable gold, fractions pro rata.

8.2.6

Penalties:

Arsenic:

USD [***] ([***]) for each 1’000 (one thousand) ppm that the final arsenic content exceeds [***] ([***]) ppm up to a maximum of [***] ([***]) ppm per dmt of the Material, fractions pro rata.

Fluorine:

USD [***] ([***]) for each 100 (one hundred) ppm that the final fluorine content exceeds [***] ([***]) ppm up to a maximum of [***] ([***]) ppm per dmt of the Material, fractions pro rata.

Chlorine:

USD [***] ([***]) for each 100 (one hundred) ppm that the final chlorine content exceeds [***] ([***]) ppm up to a maximum of [***] ([***]) ppm per dmt of the Material, fractions pro rata.

Mercury:

USD [***] ([***]) for each 1 (one) ppm that the final mercury content exceeds [***] ([***]) ppm up to a maximum of [***] ([***]) ppm per dmt of the Material, fractions pro rata.

Zinc:

USD [***] ([***]) for each 1% (one percent) that the final zinc content exceeds [***]% ([***] percent) up to a maximum of [***]% ([***]) per dmt of the Material, fractions pro rata.

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Lead:

USD [***] ([***]) for each 1% (one percent) that the final lead content exceeds [***]% ([***] percent) up to a maximum of [***]% ([***] percent) per dmt of the Material, fractions pro rata.

Cadmium:

USD [***] ([***]) for each 100 (one hundred) ppm that the final cadmium content exceeds [***] ([***]) ppm up to a maximum of [***] ([***]) ppm per dmt of the Material, fractions pro rata.

Bismuth:

USD [***] ([***]) for each 100 (one hundred) ppm that the final bismuth content exceeds [***] ([***]) ppm up to a maximum of [***] ([***]) ppm per dmt of the Material, fractions pro rata.

Antimony:

USD [***] ([***]) for each 100 (one hundred) ppm that the final antimony content exceeds [***] ([***]) ppm up to a maximum of [***] ([***]) ppm per dmt of the Material, fractions pro rata.

QUOTATIONAL PERIOD:

The Quotational Period for copper, silver and gold shall be in Buyer’s option and to be declared for each metal separately, on a shipment by shipment basis and [***] ([***]) calendar month following the [***] as evidenced by the bill of lading date, basis Swiss time, and shall be either:

the average of the [***] ([***]) calendar month following the Month of Shipment as evidenced by the bill of lading date; or

the average of the [***] ([***]) calendar month following the Month of Shipment as evidenced by the bill of lading date.

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10.

PAYMENT:

10.1

All payments shall be made in USD and by telegraphic transfer into Sellers nominated bank account.

10.2

Advance Payment:

Upon commencement of this Contract, Seller has the right to request and receive an advance payment of up to [***]% ([***] percent) of the estimated value of [***] ([***]) wmt lot sizes at mine site. Seller shall pay an interest to Buyer from the date of the advance payment until the contractually agreed provisional payment due date at the Benchmark Interest Rate plus [***]% ([***] percent) per annum.

10.3

Provisional Payment:

[***]% ([***] percent) of the estimated value of the Material shall be paid by telegraphic transfer into Seller’s nominated bank account within 10 (ten) Working days after bill of lading date and against Seller’s presentation of copies of the following documents:

Seller’s provisional invoice based on the Seller’s provisional weight and moisture certificate, Seller’s provisional assay certificate and the average of the already known final metal quotations, if applicable, otherwise the average of 5 (five) Business days prior to the bill of lading date;

Full set of 3/3 original "clean on board" Bills of Lading issued;

Seller's provisional weight and moisture certificate;

Seller's provisional assay certificate;

Seller's Certificate of Origin.

Seller’s Original Insurance Certificate covering 110 % (one hundred and ten percent) of invoice value (in case of CIF delivery only).

Seller shall courier original documents no later than 2 (two) Working days of issue of original Bill of Lading.

10.4

Final Payment:

10.4.1

The final payment (if applicable) for each shipment or delivery, whichever applicable, of the Material shall be made within [***] ([***] Business Days of Sellers' final invoice, based on final weights, final assays and final metal quotations determined in accordance with Clauses 12 and 13.

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10.4.2

The Buyer and Seller agree to use all reasonable endeavours to ensure that the final weights, final assays and final metal quotations are determined within 45 (forty five) calendar days of samples being provided in accordance with sub-clause 12.5.

10.4.3

If on the date of final settlement, Sellers is indebted to Buyer by reason of having received payments in excess of the amount due in final settlement, then the amount of such indebtedness shall be remitted by Sellers to Buyer promptly in USD and by telegraphic transfer in accordance with Buyer's instructions.

11.

TITLE AND RISK:

11.1

Title to and ownership of the Material of each shipment or delivery shall pass to Buyer upon provisional payment being made in relation to a shipment or delivery in accordance with sub-clause 10.3 above.

11.2

Risk shall pass to Buyer upon the Material has been placed on board of the carrying vessel at the port of loading in accordance with the INCOTERMS 2020.

12.

WEIGHING, SAMPLING AND MOISTURE DETERMINATION:

12.1

Weighing, sampling and determination of the moisture content shall be carried out at discharge port in lot sizes of approximately 500 (five hundred) wet metric ton (wmt) each as specifically agreed between Buyer and Seller or otherwise in accordance with international practice.

12.2

These operations shall be performed under the supervision of an internationally recognised supervision company appointed jointly by Buyer and Seller (the Independent Supervisor). The costs of the supervision company shall be shared equally between Buyer and Seller in case of the conjoint appointment.

12.3

Unless the Parties agree to another form of weight termination, weighing will be determined by shore scale using duly calibrated and certified equipment in accordance with internationally recognised and accepted technical processes.

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12.4

In case of draft survey, the representative of the Buyer, the vessel's appointed draft survey officer and the Seller appointed supervision representative shall jointly perform the draft survey. Each draft survey reading must be unanimously agreed by the three representative surveyors, thus enabling the parties to continue the draft survey until a final undisputed result is attained. Laytime shall end on completion of the final unanimously agreed draft survey.

12.5

The dry weight thus determined will be the final dry weight for settlement purposes.

12.6

The Buyer’s final receiver shall provide 8 (eight) complete sets of sealed samples from each lot for distribution as follows:

2 (two) complete sets of sealed samples for Buyer.

1 (one) complete set of sealed samples for Seller.

2 (two) complete sets of sealed samples for final receiver.

1 (one) complete set of sealed samples to be sent to the agreed independent laboratory for final and binding assay between Buyer and Seller

2 (two) complete sets of sealed samples to be kept by Independent Supervision company for reserve purposes.

Each sample shall be prepared in the internationally acceptable manner with a minimum sample weight of 250 (two hundred and fifty) grams.

All samples shall be sealed and countersigned by the Independent Supervisor and relevant governmental agencies (if applicable).

13.

ASSAYING:

13.1

The parties may mutually agree that assaying shall be basis final and binding and, in the absence of mutual agreement prior to the commencement of the respective Month of Shipment, it shall be conventional in accordance with sub-clauses 13.2 and 13.3 below.

13.2

Final and Binding:

From the samples taken from each lot in accordance with Clause 12. WEIGHING, SAMPLING AND MOISTURE DETERMINATION above, assaying for the applicable elements will be performed by a mutually agreed internationally recognised laboratory company, from the Umpire List as set out below, conjointly appointed by the Buyer and the Seller on a final and binding basis. These assays provided will govern for final settlement purposes under this Contract.

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The assay costs will be shared equally between the Buyer and the Seller.

13.3

Conventional:

The assays shall be exchanged for copper, silver and gold, or as otherwise mutually agreed, on a lot-by-lot basis and other deleterious elements on a composite basis.

Copper	0.20% (zero decimal two zero percent) per dmt
Silver	10 (ten) grams per dmt
Gold	0.20 (zero decimal two zero) grams per dmt
Fluorine	100 (one zero zero) ppm per dmt
Mercury	2 (two) ppm per dmt
Chlorine	50 (fifty) ppm per dmt

Other Elements: Calculated relative 10.0% (ten decimal zero percent) of the arithmetic mean of the Buyer and the Seller's analysis results will define the calculated splitting limit for the relevant element. For example, if the Buyer’s results are 400 (four hundred) analysis units and the Seller's results are 500 (five hundred) analysis units, the arithmetic mean of the Buyer and the Seller's results would be 450 (four hundred and fifty) analysis units, such that the calculated relative 10% (ten percent) splitting limit would be 45 (forty five) analysis units. The absolute difference is 100 (one hundred) analysis units, so this difference exceeds the calculated 45 (forty five) analysis units splitting limit and the sample will thus go for umpire analysis. Then the exact mean of the 2 (two) results for the relevant specification shall be taken as the agreed assay for final accounting and will be binding on both parties.

(For the purpose of this Clause, Other Elements shall mean to include zinc, lead, cadmium, arsenic, antimony and bismuth.)

In the event of greater difference, the parties shall consult in order to reach an acceptable settlement. In case no agreement has been reached, an umpire assay shall be made by an accredited and internationally recognised umpire laboratory as listed below under sub-clause 13.4 ("Umpire"). Notwithstanding the above, should the Buyer and the Seller's mean assay for penalty elements not exceed the penalty threshold, then the final assay for the element shall not proceed to Umpire for final assay determination.

Should the umpire assay fall between the results of Buyer and Sellers or coincide with either, the arithmetical mean of the umpire assay and the assay of the party which is nearer to the umpire assay shall be taken as the agreed assay. Should the Umpire assay fall outside the exchanged results, the arithmetical mean of the Umpire and the assay of the party which is nearer the umpire’s shall be taken as the agreed assay.

The cost of the Umpire assays shall be borne by the party whose result is further from the umpire’s. The cost of the Umpire assay shall be borne equally by both parties when the Umpire assay is the exact mean of the exchanged results. Assays determined in accordance with this Clause between Buyer and Sellers shall be final and binding between Buyer and Sellers.

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13.4

Umpire List:

Alfred H Knight International Ltd.

Kings Business Park

Kings Drive

Prescot

Knowsley

L34 1PJ

Laboratory Services International BV

Pittsburghstraat 9

3047 BL, Rotterdam

The Netherlands

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ALS Inspection UK Ltd. (former Stewart Group)

1 A Caddick Road

Knowsley

Prescot, L34 9HP

England

Bureau Veritas UK Commodities Ltd.

2 Perry Road, Witham

Essex CM8 3TU

United Kingdom

Independent Assay Laboratories (IAL)

34 Buckingham Drive

Wangara

Perth

Western Australia 6065

Or as otherwise mutually agreed between the parties.

14.

INCOTERMS:

Unless otherwise specified herein INCOTERMS 2020 and/or any amendments or replacement thereof shall apply.

15.

INSURANCE:

15.1

For CIF delivery:

Insurance shall be covered by Seller with a first-class insurance company from the time when the goods is placed on board the vessel for the full provisional CIF value, subject to later adjustment to the final CIF value, with the addition of the customary 10% (ten percent), calculated in accordance with the terms of this Contract against all risks of loss or damage in accordance with Institute Cargo Clauses (A) Cl. 382 01.01.2009 but extended to cover loss caused by inherent vice or nature, including war in accordance with Institute Cargo Clauses War CL 385 01.01.2009 including strikes, riots, civil commotions in accordance with Institute Cargo Clauses Strikes CL 386 01.01.2009, average irrespective of percentage and claim freely payable in US-Dollars in the country of destination.

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15.2

For FOB delivery:

Insurance will be covered by Buyer from the time when the Material has been placed on board of the carrying vessel at port of loading.

16.

TAXES, TARIFFS AND DUTIES:

16.1

Taxes and Tariffs:

All export taxes, duties and charges (except for GST), whether existing or new on the Material and contained metals or on commercial documents relating thereto or on the cargo itself shall be borne by Seller.

All import taxes, duties and charges, whether existing or new on the Material and contained metals or on commercial documents relating thereto or on the cargo itself shall be borne by Buyer.

16.2

GST

The GST treatment of the supply of Material under this document must be determined pursuant to the laws of the jurisdiction where a taxable transaction for GST purposes is deemed to take place.

If GST is payable on any amount payable to the Seller under this document, the Buyer must pay to the Seller an amount equal to the GST at the rate applicable from time to time, provided that such amount is only required to be paid once the Seller provides the Buyer with a valid GST invoice (applicable in the jurisdiction of supply) in relation to that amount.

16.3

Licenses and permits:

Seller confirms that all the necessary licenses and permits required to export the Material contracted herein have been obtained. Buyer confirms that all the necessary licenses and permits required to import the Material contracted herein have been obtained.

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17.

TOTAL AND PARTIAL LOSS:

17.1

Total Loss / Damage:

In the event of total loss of and/or total damage to the Material after risk of Material has passed over from Seller to Buyer (as set out in Clause 11. TITLE AND RISK) final settlement will be made as soon as all the necessary details are available based on the Bill of Lading wet weight, moisture as per the provisional weight and moisture certificate(s) presented to Buyer (as set out in Clause 10. PAYMENT), assays as per the provisional assay certificate presented to Buyer (as set out in Clause 10. PAYMENT) and otherwise in accordance with the terms of this Contract.

17.2

Partial Loss/Damage:

In the event of partial loss of and/or partial damage to the Material after risk of Material has passed over from Seller to Buyer (as set out in Clause 11. TITLE AND RISK), final settlement shall be made as soon as all the necessary details are available based on the Bill of Lading wet weight, moisture as per the provisional weight and moisture certificate(s) presented to Buyer (as set out in Clause 10. PAYMENT) and the final assays determined in accordance with Clause 13. ASSAYING of this contract on that part of the cargo which has been safely delivered and otherwise in accordance with the terms of this Contract.

18.

FORCE MAJEURE:

18.1

Neither party to this Contract shall be liable for any delay in performing or failure to perform its obligations (except for delay or failure to pay money when due) due to events of Force Majeure including but not limited to war, blockade, revolution, riot, insurrection, civil commotion, strike, lockout, explosion, fire, flood, storm, tempest, earthquake, laws, rules or regulations, applicable sanction laws, including but not limited to prohibitions on export or import and/ or prohibitions applying to a nominated or carrying vessel/means of transport or any other cause or causes beyond the reasonable control of either party whether or not similar to the causes enumerated above. Failure to deliver or to accept delivery in whole or in part because of the occurrence of an event of Force Majeure shall not constitute a default hereunder or subject either party to liability for any resulting loss or damage.

18.2

Upon the occurrence of any event of Force Majeure, the party affected by the event of Force Majeure shall within 3 (three) business days of the occurrence notify the other party hereto in writing of such event and shall specify in reasonable detail the facts constituting such event of Force Majeure. Where such notice is not given within the time required, Force Majeure shall not justify the non-fulfillment of any obligations under this Contract.

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18.3

Both parties agree to use their respective reasonable efforts to cure any event of Force Majeure to the extent that it is reasonably possible to do so, it being understood that the settlement of strikes, lockouts, and any other industrial disputes shall be within the sole discretion of the party asserting Force Majeure.

18.4

Failure to deliver or accept delivery of the Material which is excused by or results of an event of Force Majeure shall extend the term of this Contract for a period equal to the period of such failure. If such a failure caused by an event of Force Majeure shall continue for more than 90 (ninety) calendar days, then the party not having declared Force Majeure shall have the right by written notice to cancel the affected quantity of the Material with immediate effect.

In case Buyer is the party not having declared Force Majeure and by written notice cancels the affected quantity of the Material in accordance with the abovementioned, then Seller and Buyer shall mutually discuss in good faith whether Seller shall be permitted to sell the affected quantity (if any) of the Material to a third party.

18.5

Except by Buyer’s written agreement, the aforesaid shall not apply regarding Material in respect of which the Buyer has booked transportation space and/or the Quotational Period has started or been completed and/or for any Material for which pricing has been established. In these cases Buyer and Seller shall find a reasonable solution for both sides in a fair and equitable manner and any payment already made by Buyer to Seller shall become due for repayment by Seller to Buyer according to Buyer’s instructions upon Buyer’s first request.

19.

SUSPENSION OF QUOTATIONS:

The metal price quotations specified under this Contract are the quotations currently in general use for the pricing of the metal contents of the Material. In the event that any of these price quotations ceases to exist, ceases to be published or should no longer be internationally recognised as the basis of the settlement of the Material contracts, then upon the request of either party Buyer and Seller will promptly consult together with a view to agreeing on a new pricing basis and on the date for bringing such basis into effect. The basic objective will be to secure continuity of fair pricing.

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20.

SET OFF:

Only Buyer may at any time without notice to Seller set off any liability of Seller to Buyer against any liability of Buyer to Seller (in either case howsoever arising and whether any such liability is present or future, liquidated or unliquidated and irrespective of the currency of its denomination) and may for such purpose convert or exchange any currency. Any exercise by Buyer of its rights under this clause shall be without prejudice to any other rights or remedies available to Buyer under this contract or otherwise.

21.

ASSIGNMENT:

21.1

Neither party may assign or transfer or purport to assign or transfer any of its rights or obligations hereunder without the other party's prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

21.2

The terms and conditions of this Contract will be binding upon and inure to the benefit of the parties' respective successors and assignees.

21.3

Notwithstanding sub-clause 21.1, the Seller may grant security (whether by way of charge, mortgage or otherwise) (Security) over its right, title and interest in and to this agreement (and all proceeds to be received under it) in favour of a financier (or a security trustee or agent on behalf of one or more financiers) (Financier) to secure, among other things, the acquisition of Seller by the Seller Guarantor, without the consent or approval of the Buyer.

21.4

If requested by the Financier, the Buyer agrees to enter into a tripartite agreement with the Financier and the Seller on such terms as the Buyer may agree, acting reasonably. The Buyer agrees that it cannot unreasonably withhold or delay its agreement to the terms of a tripartite agreement which are consistent with accepted market practice for project financing of a resource-based project, including:

21.4.1

agreement of the Buyer that the creation and existence of, and the exercise by the Financier of any rights under, the Security does not in itself constitute a breach or default under this document or relieve the Buyer from performing its obligations under this document;

21.4.2

the Buyer giving a copy to the Financier of each Default Notice when it gives the notice to the Seller;

21.4.3

the Buyer cannot exercise any right to terminate or suspend its performance of this document unless it has given the Financier a copy of the Default Notice and the Financier (having the right (but not the obligation)) has failed to remedy the default within the relevant cure period specified in the tripartite agreement for a Payment Default or a Performance Default (as the case may be) (or other arrangements acceptable to the Buyer (acting reasonably) are made if the default cannot be remedied, including payment of reasonable compensation to the Buyer). It is acknowledged and agreed that if an Insolvency Event occurs in respect of the Seller, the Insolvency Event itself may be cured by the Financier appointing a receiver or other enforcement official under its Security to the Seller (including the Seller’s rights and obligations under this document) within a time period specified in the tripartite agreement;

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21.4.4

the Financier (or a person nominated by the Financier) having the right (but not the obligation) to "step in" and "step out" of this document (to perform obligations of the Seller under this document while the Security is enforceable); and

21.4.5

in exercising any rights under the Security, the Financier (or agent appointed by it under the Security) can (and must) transfer the rights and obligations of the Seller under this document to another person who acquires the Cobar Mine (Transferee) without the consent of the Buyer provided the Buyer is satisfied that the Transferee has the financial capacity and ability (either itself or through contractual arrangements) to perform all of its obligations under this document and the Transferee first enters into a deed in favour of the Buyer agreeing to be bound by the terms of this document in place of the Seller.

22.

SEVERABILITY:

In the event any of these provisions are and/ or become unenforceable under applicable law, such provision shall be modified or limited in its effect to the extent necessary to cause it to be enforceable. Otherwise such provision shall be severed and the remaining provisions of this contract shall continue in full force.

23.

AMENDMENTS:

No amendment of this Contract shall be effective unless made in writing and signed by authorised representatives of both parties.

GLENCORE

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24.

CONFIDENTIALITY CLAUSE:

24.1

The contents of this Contract are confidential. Each party represents and undertakes that they will keep confidential any information concerning the other party or its business, which the other party informs them is confidential or which a reasonable person receiving that information in the same circumstances would regard as being confidential ("Information") and not share it with or disclose it to any other party, unless otherwise agreed in writing between the parties to this Contract.

24.2

Subject to sub-clause 24.3, each party may disclose Information:

24.2.1

to any of the party's officers, employees, agents, contractors, or legal, financial or other professional advisers, in each case to the extent necessary to enable the party to perform its obligations and to exercise its rights under this document;

24.2.2

if and to the extent required by any law or other legal requirement or by the rules or regulations of a recognised stock exchange or government agency applicable to the party or any of its related body corporates or pursuant to any order of a court or other competent authority or tribunal, upon as much notice to the other party as reasonably practicable;

24.2.3

to any actual or potential financiers of a party or any related bodies corporate of the party (including in respect of the Seller, the Financiers), and to the legal, financial or other professional advisers of such financiers, in respect of the Cobar Mine;

24.2.4

to bona fide potential purchasers, transferees or assignees of a party's interest under this document and to their legal, financial or other professional advisers; or

24.2.5

to any actual or potential investors in or purchasers of, and the related bodies corporate and legal, financial or other professional advisers of, any actual or potential investors in or purchasers of, the assets of, or shares in, the Cobar Mine, the Seller or any related bodies corporate of the Seller.

24.3

Any disclosure pursuant to sub-clauses 24.2.3 to 24.2.4 may only be made subject to the person to whom disclosure is made undertaking to keep the Information contained in the disclosure confidential on terms materially consistent with this clause 24.

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24.4

The obligations in this Clause 24 survive any termination or expiry of this document for a period of 2 (two) years.

25.

Entire Agreement:

This Contract including all its amendments and addendums constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written.

26.

NOTICES:

Any notice given by either of the parties hereto to the other under this Contract shall be in writing and shall be sent by registered mail or courier or email and shall be directed at the address and to the attention of the respective persons hereafter. If by email the notice shall be sent to all below listed email addresses. Any such notices shall be effective in accordance with the following:

(a) if sent by registered mail or courier at the time of first service (pursuant to the delivery receipt);

(b) if sent by email:

at the time of confirmation of transmission by the transmitting equipment, but on the consecutive business day if time of transmission has been outside normal business hours at the place of receipt; or,

if the sender’s email system does not generate a transmission confirmation report (unless the sender receives a return email notification that the email was not delivered, undeliverable, or similar) at the time the email is sent, but on the consecutive business day if time of transmission has been outside normal business hours at the time of receipt.

A party shall notify a change of address to the other party.

If to Seller:	COBAR MANAGEMENT PTY LIMITED

	Louth Road
	PO Box 31
	Cobar NSW 2835
	Australia
	Telefax: +61 2 6836 5140
	Attn: Mick McMullen
	Email: [***]

GLENCORE

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If to Buyer:	GLENCORE INTERNATIONAL AG
	Baarermattstrasse 3
	P.O. Box 1363
	6341 Baar
	Switzerland.
	[***]

27.

LIMITATION OF LIABILITY:

In no event shall either party be liable for any indirect or consequential damages (including loss of profits) resulting from its performance or non-performance of its obligations hereunder.

28.

Compliance Clause:

28.1

Each party warrants, represents and undertakes to the other that, in connection with the subject matter of this Contract, it, its affiliates and its or their directors, officers, employees, agents, representatives and any other person acting on its or their behalf:

have complied with, and will comply with, all applicable laws, rules and regulations including, without limitation, sanctions, anti-corruption, anti-money laundering and tax laws; and

have not authorized, offered, promised, paid or otherwise given, and will not authorize, offer, promise, pay or otherwise give, whether directly or indirectly, any financial or other advantage to or for the use or benefit of any government official or any private individual (i) for the purpose of inducing or rewarding that person’s improper performance of their relevant function, or (ii) that would be a breach of any applicable law.

28.2

The Seller shall comply with the Glencore Supplier Standards available at https://www.glencore.com/suppliers, as amended from time to time (the “Glencore Supplier Standards”), the terms of which are incorporated into this Contract.

GLENCORE

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28.3

Raising Concerns:

Seller may report any concerns relating to conduct of the Buyer in connection with the subject matter of this Contract that breaches Buyer’s Code of Conduct or underlying policies to its contact at Glencore International AG (Buyer) or through the Buyer’s corporate Raising Concerns Programme, details of which are available at https://glencore.raisingconcerns.org/.

29.

SANCTIONS CLAUSE:

Seller represents and warrants to Buyer as at the date of this Contract and throughout its duration that:

(a)

neither it nor any of its subsidiaries (collectively, the “Company”) or directors, senior executives or officers, or to the knowledge of the Company, any person on whose behalf the Company is acting in connection with the subject matter of the Contract, is an individual or entity (“Person”) that is, or is 50% or more owned or controlled by, a Person (or Persons) that is the subject of any economic or financial sanctions or trade embargoes administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) the U.S. Departments of State or Commerce, the United Nations Security Council (“UNSC”), the European Union (“EU”), Switzerland or any other applicable sanctions authority (collectively, “Sanctions”) or based, organized or resident in a country or territory that is the subject of comprehensive (i.e., country-wide or territory-wide) Sanctions (including, as of the date of signature of this Contract, Crimea, Cuba, Donetsk People’s Republic, Iran, Luhansk People’s Republic, North Korea and Syria) (a "Sanctioned Country") (collectively, a "Sanctioned Person");

(b)

no Sanctioned Person has any beneficial or other property interest in the Contract nor will have any participation in or derive any other financial or economic benefit from the Contract; and

(c)

it will not use, or make available, the Material or funds (as applicable) provided by Buyer in terms of the Contract (i) to fund or facilitate any activities or business of, with or related to any Sanctioned Country or Sanctioned Person, or (ii) in any manner that would result in a violation of Sanctions , or (iii) for any activities or business that could result in the designation of Glencore as a Sanctioned Person (“Sanctionable Activity”); and

GLENCORE

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(d)

the Material has not originated or come from or through any Sanctioned Country and shall procure that the Material will not in future come from or through any Sanctioned Country.

Seller will not be in breach of this clause in respect of a Sanctioned Person where the relevant Sanctions are exclusively sectoral sanctions, meaning any Sanctions that do not freeze or block the assets and/or economic resources of a person or comprehensively freeze or block making available funds or economic resources to such person, but merely restrict the ability of certain individuals or entities to access financing or export or import equipment, goods, technology or services, including, for the, avoidance of doubt, the Sanctions imposed under the Sectoral Sanctions Identification List maintained by OFAC (“Sectoral Sanctions”) and where the relevant activity or business is permitted by those Sectoral Sanctions.

If the Seller becomes a Sanctioned Person or if Buyer is of the reasonable opinion that the Seller has breached or will breach this clause, Buyer may (without incurring any liability of any nature whatsoever) terminate or suspend all or any part of the Contract with immediate effect by notice to the Seller or take any other action it deems necessary in order for Buyer to comply with applicable Sanctions or avoid Sanctionable Activity. The Seller shall be liable for any and all costs, liabilities and expenses whatsoever incurred by Buyer due to Buyer exercising its rights under this clause. Any exercise by Buyer of its right under this clause shall be without prejudice to any other rights or remedies of Buyer under the Contract.

30.

PUBLIC FILINGS:

30.1

The parties acknowledge that the Seller Group may be required to prepare and file a Proxy Statement and/or other filings required by the SEC or under the rules of any securities exchange or regulatory authority (‘Public Filings’).

30.2

To the maximum extent permitted by law and/or the rules of any relevant securities exchange, the Seller must, and must procure that the Seller Guarantor will:

(i)

Promptly give notice of the intended disclosure to, and consult with, the Buyer in respect of the form and content of the Public Filings; and

(ii)

Use its reasonable endeavours to minimize the disclosure of any confidential Information in connection with the preparation, filing and distribution of any Public Filings (including through seeking confidential treatment from the SEC or any other relevant securities exchanges or regulatory authorities and applying appropriate redactions where practicable, in each case, in respect of commercially sensitive information of the Buyer Group set forth in this document, whether disclosed in agreed form or final executed copy).

GLENCORE

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31.

Governing law AND ARBITRATION:

31.1

Governing Law:

This Contract, including the arbitration clause, shall be governed by, interpreted and construed in accordance with the substantive laws of England and Wales excluding the United Nations Convention on Contracts for the International Sales of Goods of April 11, 1980 (CISG).

31.2

Arbitration:

Any dispute arising out of or in connection with this Contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration (LCIA), which Rules are deemed to be incorporated by reference into this Clause. The seat, or legal place, of arbitration shall be London. The language to be used in the arbitration shall be English. The number of arbitrators shall be three (one arbitrator to be appointed by each party, and the third to be chosen by the two party-appointed arbitrators). The parties waive irrevocably their right to any form of appeal, review or recourse to any state court or other judicial authority.

GLENCORE

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ACCEPTED:

EXECUTED by Cobar	)
MANAGEMENT PTY	)
LIMITED in accordance with section 127(1) of the Corporations	)
Act 2001 (Cth) by authority of its directors:	)
	)
/s/ Peter Kalkandis	)	/s/ Nicholas Talintyre
Signature of director	)	Signature of director/company secretary*
	)	*delete whichever is not applicable
	)
Peter Kalkandis	)	Nicholas Talintyre
Name of director (block letters)		Name of director/company secretary* (block letters)
Date signed: 12 June 2023		*delete whichever is not applicable
		Date signed: 12 June 2023

Signed and Stamped: GLENCORE INTERNATIONAL AG

/s/ [***]
by its duly authorised person Printed Full Name: [***] Date Signed: 09 June 2023 Stamp:

GLENCORE

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APPENDIX NO. 1 to CONTRACT NO. 101-22-12153-P

Vessel conditions suitable for draft survey:

It is the ship's Owners responsibility to provide suitable ship/barges for accurate draft survey performance.

Vessel's master to take any necessary steps in order to prepare the vessel in the most upright condition as possible (low Trim, no List, ballast tanks in full or empty condition) to the actual circumstances in order to minimise all known errors that may arise during draft survey performance.

There are no accepted damages in the ship's body that may influence the water/weight exchange with environment/sea such that it can't be accurately determined.

While the Surveyor is taking draft readings and/or tank soundings, Master is not to take on or pump ballast at load and discharge ports without obtaining permission of the Charterers, and vessel is not to take on, release or switch from one tank or other compartments to another any ballast, fresh water or fuel oil.

Vessel to change minimum ballast condition between surveys.

Vessel to furnish a certified calibration scale with Trim correction for all tanks including fore and aft peaks and double bottom tanks and deeptanks; Plimsoll marks amidships and draft marks on port and starboard sides bow and stern to be clearly cut and marked on shell plating.

Vessel to furnish complete and reliable hydrostatic information (Displacement, TPC, LCF, MCTC, capacity plan, displacement and deadweight scale) and same to be certified and updated by authorised naval register as to its correctness at the time of loading.

Master has to advise any hidden faults of ship/documentation that may affect the weight determination by draft survey method.

Accept +/- 2 cm draft reading precision on smooth sea condition as method tolerance. During heavy swell, the ship's rolling might affect the accuracy of draft readings and actual ballast sounding, consequently allow a larger margin of error for weight determination by means of draft survey.

Accept ZEAL hydrometer (as recommended by Brown's Nautical Almanac) instead of other brands for determination of apparent density in air of the dock water.

Exhibit 4.17

Cobar

Royalty Deed

Dated 16 June 2023

Cobar Management Pty. Limited (ACN 083 171 546) (Grantor)

Metals Acquisition Limited (Guarantor)

Glencore Operations Australia Pty Limited (ACN 128 115 140) (Grantee)

King & Wood Mallesons

Level 61

Governor Phillip Tower

1 Farrer Place

Sydney NSW 2000

Australia

T +61 2 9296 2000

F +61 2 9296 3999

DX 113 Sydney

www.kwm.com

Royalty Deed
Contents

Details		1

General terms		2

1	Interpretation	2

1.1	Definitions	2
1.2	References to certain general terms	10
1.3	Next day	11
1.4	Next Business Day	11
1.5	Headings	11

2	Term	11

3	Registration	11

4	Royalty	11

4.1	Obligation to pay Royalty	11
4.2	Hedging	11
4.3	Payment of Royalty	12
4.4	Deduction from Royalty and other payments	12
4.5	Obligation not to avoid Royalty	12
4.6	Interest on late payment	13
4.7	Reports	13
4.8	Dispute regarding Royalty Statement or Report	13
4.9	Royalty to be free of set-off	14

5	Records, Inspection, audit and technical reports	14

5.1	Records	14
5.2	Inspection	14
5.3	Audit	14
5.4	Technical reports	15

6	Security	15

6.1	Security	15
6.2	Security subordination	16
6.3	Registration	17
6.4	Assistance	17
6.5	Appointment of attorney	17
6.6	Withdrawal and re-lodgement of caveat	18

7	Tenements and conduct of Operations	18

7.1	Grantor obligations	18
7.2	Conduct efficiently	18
7.3	Tailings	19
7.4	Processing and commingling	19
7.5	Samples	19

© King & Wood Mallesons	Royalty Deed	i

8	Termination	20

9	Transfers of interests	20

9.1	Transfer by the Grantor	20
9.2	Consent not to be unreasonably withheld	21
9.3	Unlisted Change of Control of Grantor	21
9.4	Listed Change of Control of Grantor	22
9.5	Intention of the parties	23
9.6	Transfer by Grantee and right of last refusal	23
9.7	Grantee Change of Control	24

10	Guarantee and indemnity	25

10.1	Consideration	25
10.2	Guarantee	25
10.3	Indemnity	25
10.4	Extent of guarantee and indemnity	26
10.5	Obligation to pay interest	26
10.6	Payments	26
10.7	No merger	27
10.8	Rights of Grantee are protected	27
10.9	Guarantor’s rights are suspended	27
10.10	Reinstatement of rights	28
10.11	Liability of Guarantor	28

11	Confidentiality	28

11.1	Confidentiality obligation	28
11.2	Permitted Disclosure	29
11.3	Disclosure to other persons	31
11.4	Notice to other parties	31
11.5	Indemnities	31
11.6	Injunctive relief	31
11.7	Survival of confidentiality obligations	32
11.8	Return of Confidential Information	32

12	Public Statements	32

12.1	Announcements	32
12.2	Actions to be taken if required to make an announcement	32
12.3	Survival of this clause	33

13	Expert determination	33

13.1	General	33
13.2	Independent Expert	33
13.3	Appointment of Independent Expert	33
13.4	Scope of Independent Expert determination	34
13.5	Scope of the Dispute	36
13.6	Decisions	36
13.7	Enforcement	36
13.8	Determination	36

14	Audits	37

14.1	Application	37
14.2	Independent Auditor	37
14.3	Procedure	37
14.4	Access	38

© King & Wood Mallesons	Royalty Deed	ii

15	Dispute resolution	38

15.1	Injunctive or interim relief	38
15.2	Good faith	38
15.3	Notice of Dispute	39
15.4	Authorised Officer	39
15.5	Arbitration	39
15.6	Alternative dispute mechanisms	40
15.7	Continuation of rights and obligations	40
15.8	Costs	40

16	Notices	40

16.1	Form	40
16.2	Delivery	40
16.3	When effective	40
16.4	When taken to be received	40
16.5	Receipt - general	41

17	GST	41

17.1	Definitions and interpretation	41
17.2	GST exclusive	41
17.3	Calculation of payments	41
17.4	Payment of GST	41
17.5	Adjustment events	42
17.6	Reimbursements	42

18	General	42

18.1	Entire agreement	42
18.2	Discretion in exercising rights	42
18.3	Failure to exercise rights	42
18.4	No liability for loss	42
18.5	Approvals and consents	42
18.6	Remedies cumulative	42
18.7	Amendment of document	43
18.8	Enurement	43
18.9	Grantee Encumbrance	43
18.10	Severance	43
18.11	Rights and obligations are unaffected	43
18.12	Variation and waiver	43
18.13	No merger	43
18.14	Further steps	43
18.15	Indemnities and reimbursement obligations	43
18.16	Prompt performance	44
18.17	No undisclosed principals or undisclosed trusts	44
18.18	Costs	44
18.19	Stamp duty	44
18.20	Construction	44
18.21	Inconsistent law	44
18.22	Supervening legislation	44
18.23	No representations or warranties	45
18.24	Waiver	45
18.25	Counterparts	45

19	Governing law	45

19.1	Governing law	45

© King & Wood Mallesons	Royalty Deed	iii

19.2	Jurisdiction	45
19.3	Serving documents	45

Schedule 1	Tenements	46
Schedule 2	Grantor Deed of Covenant	47
Schedule 3	Grantee Deed of Covenant	51
Signing page		55

© King & Wood Mallesons	Royalty Deed	iv

Royalty Deed

Details

Parties	Grantor, Guarantor and Grantee

Grantor	Name	Cobar Management Pty. Limited

	ACN	083 171 546

	ABN	38 083 171 546

	Address	[***]

	Email	[***]

	Attention	Michael McMullen


Guarantor	Name	Metals Acquisition Limited

	Jersey registration number	144625

	Address	Century House, Ground Floor, Cricket Square, P.O. Box 2238, Grand Cayman KY1-1107, Cayman Islands

	Email	[***]

	Attention	Michael McMullen (CEO and Director)


Grantee	Name	Glencore Operations Australia Pty Limited

	ACN	128 115 140

	ABN	40 128 115 140

	Address	Level 44 Gateway, 1 Macquarie Place, Sydney NSW 2000

	Email	[***]

	Attention	[***]


Recitals	A     The Grantor has agreed, amongst other things, to execute this document and grant the Royalty to the Grantee on the terms and conditions of this document. B     The Guarantor has agreed to guarantee the obligations of the Grantor on the terms and conditions of this document.
Governing law	New South Wales, Australia

Date of deed	See Signing page

© King & Wood Mallesons	Royalty Deed	1

Royalty Deed

General terms

Interpretation

1.1

Definitions

These meanings apply unless the contrary intention appears:

Accounting Standards means the accounting standards required to be complied with under the Corporations Act and any other relevant accounting standards approved by the Australian Accounting Board and generally accepted accounting principles applied in the Australian mining industry from time to time.

Allowable Deductions means, to the extent actually incurred by the Grantor or its Related Bodies Corporates in relation to the following costs in respect of the applicable Minerals, and without double-counting:

(a)

charges for and expenses related to transportation of such Minerals from the Tenements to the place such Minerals are smelted, refined, beneficiated or otherwise processed or, if such Minerals are in processed form, from the plant producing the concentrates or other saleable products, to the place where such Minerals are sold or delivered to the purchaser thereof, including all road, sea and rail freight, and incidental costs and expenses, including loading and unloading (if any), freight, insurance, security, storage or stockpiling, transportation, handling, port, delay, forwarding, shipping and demurrage costs incurred in respect thereof;

(b)

charges, expenses and costs imposed by a purchaser, smelter, refiner or other processor of such Minerals for processing, treatment or beneficiation (other than milling, concentrating or cathode production), including process charges, costs and penalties;

(c)

all offsite handling and incidental costs and expenses including processing, provisional settlement fees, agency fees or costs, analysing, umpire and representation costs, agency, assaying, sampling, weighing, loading, unloading, stockpiling, storage, penalties and other processor deductions;

(d)

administrative and other general overhead costs that are directly attributable and reasonably allocable to the costs set out in paragraphs (a) to (c) (inclusive) above; and

(e)

sales, marketing and brokerage costs, provided such costs are commercially reasonable,

provided that:

(f)

where such Minerals are sold or disposed of by the Grantor or a Related Body Corporate, to another Related Body Corporate; or

(g)

if smelting, refining and/or other treatment of such Minerals is carried out in facilities owned or controlled (in whole or in part) by the Grantor or any of its Related Bodies Corporate,

© King & Wood Mallesons	Royalty Deed	2

then all applicable Allowable Deductions shall be those amounts which would have been paid or incurred by the Grantor or its Related Bodies Corporate on Arm’s Length Terms. For greater certainty, in no event may the Grantor, in calculating Allowable Deductions, deduct any processing, smelting or refining charges for any minerals that are not copper (Cu) (including the silver (Ag) refining charge in clause 8.2.4 (“Silver Refining Charge”) of the Offtake Agreement, the cost of mining, milling, concentrating, cathode production, leaching or any other processing costs incurred by the Grantor or its Related Bodies Corporate.

Annual Report means a life-of-mine production forecast in respect of the Operations.

Arm’s Length Terms means prices and terms which would be paid and agreed to by a third party in an arm’s length transaction under similar circumstances. For the avoidance of doubt, the sale of any Product pursuant to the Offtake Agreement, in its current form as at the date of this document and as may be amended at any time at which the offtaker thereunder is a Related Body Corporate of the Grantee, is acknowledged and agreed by the parties to be on Arm’s Length Terms.

Audit Notice has the meaning given in clause 14.3(a).

Authorised Officer means a director or a secretary of a party or any other person appointed by a party in writing to act as an authorised officer for the purposes of this document.

Benchmark Interest Rate means the daily SOFR rate as adjusted for the spread relating to U.S. dollar LIBOR in accordance with the relevant fixed ISDA spread adjustment published on Bloomberg Index Services Limited (or a successor provider as approved and/or appointed by ISDA from time to time).

Business Day means a day other than a Saturday, Sunday or public holiday in Sydney, Australia.

Change of Control in respect of a person (“first person”) means:

(a)

if another person, who Controls that first person at the Effective Date or at such later date that a change of Control occurs in accordance with clause 9.3 or 9.4, ceases to Control the first person; and/or

(b)

if another person who did not Control that first person at the relevant date, obtains Control in respect of that first person.

Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, under statute or otherwise.

Completion has the meaning given in the Sale Agreement.

Confidential Information has the meaning given in clause 11.1.

Control has the meaning given in section 50AA of the Corporations Act.

Control Interest has the meaning given in clause 9.7(a)(ii).

Control Notice has the meaning given in clause 9.7(a).

Control Offer Period has the meaning given in clause 9.7(b).

© King & Wood Mallesons	Royalty Deed	3

Corporations Act means the Corporations Act 2001 (Cth).

Default Rate means the Benchmark Interest Rate plus 5% per annum.

Department means the New South Wales Department of Planning & Environment, or equivalent body governing energy and resources from time to time.

Details means the section of this document headed “Details”.

Disclose includes discussion (or any other communication) or disclosure, by whatever means.

Dispute includes any dispute, controversy, difference or Claim arising out of or in connection with this document or the subject matter of this document, including any question concerning its formation, validity, interpretation, performance, breach and termination.

Duty means any stamp, transaction or registration duty or similar charge which is imposed by any Government Agency, together with any fine, penalty, interest, charge or other amount imposed in connection with them.

Effective Date means the date on which Completion occurs under the Sale Agreement.

Encumbrance means any mortgage, lien, charge, pledge, assignment by way of security, Security Interest, title retention, preferential right or trust arrangement, Claim, covenant, profit a prendre, easement or any other security arrangement or any other arrangement having the same effect and Encumber has a corresponding meaning.

Exploration Tenements means the Tenements listed in Part B of Schedule 1.

Government Agency means any government, governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity and includes any other person authorised by law to give consents or impose requirements in connection with Tax. It also includes a self-regulatory organisation established under statute or by a stock exchange.

Grantee Change of Control means a Change of Control of the Grantee where Glencore plc ceases to be the Ultimate Holding Company of the Grantee.

Grantee Deed of Covenant means a document substantially in the form of the document set out in Schedule 3.

Grantee Group means the Grantee and its Related Bodies Corporate, and Grantee Group Member means any one of them.

Grantee’s Control Offer has the meaning given in clause 9.7(b).

Grantee’s Offer has the meaning given in clause 9.6(c).

Grantor Deed of Covenant means a document substantially in the form of the document set out in Schedule 2.

Grantor Group means the Grantor and its Related Bodies Corporate, and Grantor Group Member means any one of them.

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Gross Revenue Received in respect of an expired Quarter means the aggregate of the total amounts actually received by the Grantor or its Related Bodies Corporate from the sale or other disposition of Product to a person other than the Grantor and its Related Bodies Corporate (“Sales”) during the expired Quarter, less any refunds, claims or discount and without double-counting, provided that where:

(a)

Sales are not effected on Arm’s Length Terms; or

(b)

the Grantor or its Related Bodies Corporate consume any Products in connection with their respective operations,

the Grantor and its Related Bodies Corporate shall be deemed to have received such amounts that would have been received by the Grantor or its Related Bodies Corporate for a sale of the relevant Products on Arm’s Length Terms.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

GST Amount has the meaning given in clause 17.4.

Guarantee means the guarantee and indemnity in clause 10.

Independent Auditor means an independent auditor appointed and acting in accordance with clause 14.

Independent Auditor’s Report has the meaning given in clause 14.3(d)(iv).

Independent Expert means an independent expert appointed and acting in accordance with clause 13.

Independent Expert Notice has the meaning given in clause 13.1(a)(iv).

Insolvency Law means any law relating to liquidation, administration, insolvency or the protection of creditors.

Inspection has the meaning given in clause 5.2(a)(i).

MAC means Metals Acquisition Corp (Cayman Islands registration number 144625).

Minerals means any and all marketable and metal-bearing copper (Cu) material in whatever form or state that is mined, produced, extracted or otherwise recovered from the Royalty Area, to the extent of the Royalty Interest in respect of each Tenement, including any such material contained in tailings, reprocessed materials, waste rock, dumps or mined stockpiles derived from the Royalty Area and including ore and other products resulting from the milling, processing or other beneficiation of such materials.

Mining Act means the Mining Act 1992 (NSW) as amended from time to time, including all regulations, by-laws, and other subordinate legislation and guidelines made in connection with the Mining Act.

Net Smelter Return means Gross Revenue Received for the relevant Quarter minus Allowable Deductions for that Quarter.

New Title has the meaning given in clause 6.3(c).

Notices has the meaning given in clause 16.1.

Notification has the meaning given in clause 15.3.

Offer Period has the meaning given in clause 9.6(c).

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Offtake Agreement means the offtake agreement between the Grantor and Glencore International AG dated on or around the date of this document.

Operations means the operations being carried out by or on behalf of the Grantor during the relevant Quarter in the Royalty Area.

Other Minerals means any and all marketable and metal-bearing material in whatever form or state (including ore):

(a)

other than Minerals; or

(b)

that is mined, produced, extracted or otherwise recovered from any location that is not within the Royalty Area.

Osisko means Osisko Bermuda Limited or any Related Body Corporate of it.

PPS Act means the Personal Property Securities Act 2009 (Cth).

Penalty means a charge made by a refinery, in addition to normal refining costs, for removing from the Product, minerals or other substances where the costs of the removal exceed the value of those minerals or other substances.

Prescribed Technical Report has the meaning given in clause 5.4(c).

Product means the Minerals, in whatever form (including concentrates and copper cathode), which are capable of being sold or otherwise disposed of.

Project Information has the meaning given in clause 5.4(a).

Public Filings has the meaning given in clause 11.2(m).

Quarter means each of the periods, during the Royalty Period, from 1 January to 31 March, 1 April to 30 June, 1 July to 30 September and 1 October to 31 December, except that:

(a)

the first Quarter commences on the Effective Date, and ends on the first to occur of 31 March, 30 June, 30 September or 31 December; and

(b)

the final Quarter ends on the date of termination of this document, having commenced on the immediately prior date of 1 January, 1 April, 1 July or 1 October (or the Effective Date, if the first Quarter is also the final Quarter).

Quarterly Report means a report on the Operations for each Quarter, including a production forecast for the following 12 months, which may also (but need not) contain information provided to the Grantee in the Royalty Statement in respect of the relevant Quarter.

Records means the books, accounts, and records maintained by or on behalf of the Grantor and its Related Bodies Corporate and their respective Representatives, showing reasonable detail in relation to:

(a)

the quantity of Product produced during the Royalty Period;

(b)

the quantity of Product sold during the Royalty Period, and the amounts received by the Grantor or its Related Bodies Corporate from those sales;

(c)

the calculation of each component of the Royalty in respect of each Quarter;

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(d)

the payment of the Royalty in respect of each Quarter; and

(e)

where there is any commingling of Products in the Royalty Period with materials from areas extracted outside the Royalty Area, the measures, moistures and assays of the minerals and substances in the Products extracted and recovered from the Royalty Area prior to the commingling, including those substances which attract a Penalty.

Related Body Corporate has the meaning given in the Corporations Act.

Replacement Security means a replacement Security on substantially the same terms as the Security to which the Grantor is party at the relevant time.

Replacement Tenement means any tenement that replaces a Tenement in whole or part.

Report means an Annual Report or a Quarterly Report, as applicable.

Representative of a person includes an employee, agent, officer, director, auditor, advisor, partner, consultant, joint venturer, contractor or sub-contractor of that person or of a Related Body Corporate of that person.

Royalty means the royalty payable by the Grantor to, or at the written direction of, the Grantee pursuant to clause 4.1.

Royalty Amount has the meaning given in clause 4.1.

Royalty Area means the area within the boundaries of the Tenements as at the Effective Date.

Royalty Interest means, in respect of each Tenement, the percentage interest listed alongside the name of that Tenement in Schedule 1.

Royalty Period means the period commencing on and from the Effective Date and continuing indefinitely for the life of the Tenements (including throughout any period that any Product can lawfully be extracted and recovered from the Tenements).

Royalty Statement means for each Quarter in the Royalty Period, a statement prepared in accordance with the Accounting Standards setting out in reasonable detail:

(a)

the quantities and grades of Products recorded and sold during that Quarter;

(b)

the individual elements which make up the calculation of the Royalty Amount;

(c)

the Royalty payable for that Quarter; and

(d)

any other material information which is relevant in explaining the calculation of the Royalty Amount or why a Royalty is not payable.

Sale Agreement means the document entitled “CMPL Share Sale Agreement” entered into between Glencore Operations Australia Pty Limited (ACN 128 115 140), Metals Acquisition Corp. (Australia) Pty Ltd (ACN 657 799 758) and MAC and the Guarantor regarding the acquisition of the Grantor (as amended from time to time).

Sanctioned Country means any country or territory that is the subject of comprehensive (that is, country-wide or territory-wide) Sanctions (including, as at the date of this document, Crimea, Cuba, Iran, Libya, North Korea, Russia and Syria).

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Sanctioned Person means any individual or entity that is the subject of any Sanctions, or based, organised or resident in any Sanctioned Country.

Sanctions means any economic or financial sanctions or trade embargoes administered or enforced by the Australian Government Department of Foreign Affairs and Trade, the Canadian Government, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Departments of State or Commerce, the United Nations Security Council, the European Union, Switzerland or any other applicable sanctions authority.

Security means the document entitled “Cobar – Mining tenement mortgage” between the Grantor and the Grantee dated on or about the date of this document, and/or any registered mortgage over the interest of the Grantor in the Tenements which replaces, amends or supplements it from time to time (including a Replacement Security).

Security Interest means:

(a)

an interest in or a right:

(i)

reserved over property (including any retention of title to property or any right to set-off or withhold payment of any deposit or other money);

(ii)

created or otherwise arising over property under a mortgage, charge, lien, pledge, trust or right;

(iii)

by way of security for the payment of a debt or other monetary obligation or the performance of or compliance with any other obligation; or

(iv)

which gives a person priority over unsecured creditors in relation to any property;

(b)

any instrument or transaction which reserves, constitutes or evidences the interests and rights referred to in paragraph (a); and

(c)

any other interest which is not included in paragraphs (a) or (b) and which constitutes or is defined as a security interest under the PPS Act.

Senior Lender has the meaning given in clause 6.2(a).

Senior Lender Priority Period has the meaning given in clause 6.2(b).

Senior Lender Security has the meaning given in clause 6.2(a).

Sprott means Sprott Private Resource Lending II (Collector), LP or any Related Body Corporate of it.

SOFR means the secured overnight financing rate administered by the Federal Reserve Bank of New York (or any other person that takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person that takes over the publication of that rate).

Statutory Tenement Expenditure means the minimum expenditure which the holder of each Tenement is required by the Mining Act or the terms of that Tenement to incur in respect of that Tenement in any given Tenement year.

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Tailings includes tailings, residues, waste rock, spoiled leach materials and other materials resulting from mining operations and activities conducted on the Royalty Area, whether such operations and activities took place before or after the Effective Date.

Tax means any tax (including GST), levy, charge, impost, duty, fee, deduction or withholding paid or payable to, or assessed as being payable by, any Government Agency, together with any interest, fine and penalty imposed by any Government Agency on or in respect of any of the above.

Tax Deduction has the meaning given in clause 4.4(b).

Tenements means:

(a)

the mining and exploration tenements (being the leases, licences, 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 licence is replaced by a mining or other tenement with production rights) or consolidated; and

(b)

any other mining tenement, lease, licence, 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.

Term has the meaning given in clause 2.

Third Party Buyer has the meaning given in clause 9.6(b)(i).

Third Party Controller has the meaning given in clause 9.7(a)(i).

Trading Activities means streaming, forward sales, futures trading or commodity options trading and other price hedging, price protection, and speculative arrangements (but excluding any offtake, smelting or refining arrangement) which involves the possible physical delivery of Products.

Transfer means sell, assign, novate, transfer, dispose of, Encumber, create a security over (by way of mortgage, charge, lien or any other form of security or security interest) or otherwise deal with.

Transfer Notice has the meaning given in clause 9.6(b).

Transferee means an assignee, novatee or other transferee.

Transferring Interest has the meaning given in clause 9.6(a).

Ultimate Holding Company has the meaning given in the Corporations Act.

1.2

References to certain general terms

Unless the contrary intention appears, a reference in this document to:

(a)

(variations or replacement) a document (including this document) includes any variation or replacement of it;

(b)

(clauses, annexures and schedules) a clause, annexure or schedule is a reference to a clause in or annexure or schedule to this document;

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(c)

(reference to statutes) a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(d)

(law) law means common law, principles of equity, and laws made by parliament (and laws made by parliament include State, Territory and Commonwealth laws and regulations and other instruments under them, and consolidations, amendments, re-enactments or replacements of any of them);

(e)

(singular includes plural) the singular includes the plural and vice versa;

(f)

(person) the word “person” includes an individual, a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association, or any Government Agency;

(g)

(executors, administrators, successors) a particular person or entity includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and permitted assigns, including any person taking by way of novation;

(h)

(two or more persons) an agreement, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them individually;

(i)

(jointly and individually) an agreement, representation or warranty by two or more persons binds them jointly and each of them individually;

(j)

(reference to a group of persons) a group of persons or things is a reference to any two or more of them jointly and to each of them individually;

(k)

(dollars) US dollars, dollars, USD, US$ or $ is a reference to the lawful currency of the United States of America;

(l)

(calculation of time) a period of time dating from a given day or the day of an act or event, is to be calculated exclusive of that day;

(m)

(reference to a day) a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;

(n)

(accounting terms) an accounting term is a reference to that term as it is used in accounting standards under the Corporations Act, or, if not inconsistent with those standards, in accounting principles and practices generally accepted in Australia;

(o)

(meaning not limited) the words “including”, “for example” or “such as” when introducing an example, does not limit the meaning of the words to which the example relates to that example or examples of a similar kind;

(p)

(time of day) time is a reference to Sydney time;

(q)

(gender) a reference to one gender is a reference to all genders; and

(r)

(reference to any thing) any thing (including any amount) is a reference to the whole and each part of it.

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1.3

Next day

If an act under this document to be done by a party on or by a given day is done after 5.30pm on that day, it is taken to be done on the next day.

1.4

Next Business Day

If an event under this document must occur on a stipulated day which is not a Business Day then the stipulated day will be taken to be the next Business Day.

1.5

Headings

Headings (including those in brackets at the beginning of paragraphs), and labels used for definitions, are for convenience only and do not affect the interpretation of this document.

Term

This document will continue and endure for the benefit of the Grantee unless terminated in accordance with its terms (“Term”).

Registration

(a)

The Grantor acknowledges and agrees that the Grantee’s rights and interests under this document, including the right to receive a Royalty, is an equitable interest in each Tenement including as described in section 161 of the Mining Act. The parties intend, subject to the subordination arrangements set out in clause 6.2, that this document, and the Grantee’s equitable interest arising hereunder in the Tenements, be registered pursuant to the Mining Act against each Tenement as soon as practicable. The Grantor irrevocably consents to such registration.

(b)

Registration of this document against each Replacement Tenement must be effected by, and at the expense of, the Grantor.

Royalty

4.1

Obligation to pay Royalty

For each Quarter during the Royalty Period, irrespective of the economic performance of the Operations, the Grantor must pay to, or at the written direction of, the Grantee, a royalty equal to 1.5% of Net Smelter Returns for that Quarter (“Royalty Amount”).

4.2

Hedging

The Grantee will not be entitled or required to participate in, any gain or loss of the Grantor or its Related Bodies Corporate in Trading Activities or in the actual marketing or sales of Products delivered pursuant to Trading Activities. In determining the Royalty payable on any Products delivered pursuant to Trading Activities, the Grantor will not be entitled to deduct from Gross Revenue Received any losses suffered by the Grantor or its Related Bodies Corporate in Trading Activities. If the Grantor engages in Trading Activities, then the Royalty will be determined on the basis of the price or proceeds that would have been received for such Products on Arm’s Length Terms as of the date of sale or other disposition without regard to the price or proceeds actually received by the Grantor or its Related Bodies Corporate for, or in connection with, such sale or other disposition or the manner in which such sale or other disposition was made by the Grantor or its Related Bodies Corporate. The parties agree that the Grantee is not a participant in the Trading Activities of the Grantor or its Related Bodies Corporate, and therefore the Royalty will not be diminished or improved by losses or gains of the Grantor or its Related Bodies Corporate in any such Trading Activities.

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4.3

Payment of Royalty

Within 35 days after the end of each Quarter during the Royalty Period, the Grantor must calculate the Royalty Amount payable for that Quarter and:

(a)

give to the Grantee a Royalty Statement for that Quarter;

(b)

give to the Grantee a recipient created tax invoice in respect of the Royalty Amount; and

(c)

pay to, or at the written direction of, the Grantee, the Royalty due to it for that Quarter, in immediately available funds by direct deposit to the bank account nominated by the Grantee, which the Grantee may, by notice in writing to the Grantor, change from time to time.

Unless the parties otherwise agree in writing, all Royalty payments shall be made in US dollars.

4.4

Deduction from Royalty and other payments

(a)

Each party must make all payments due by it under this document free and clear without any withholding or deduction in respect of Taxes unless such withholding or deduction is required by law.

(b)

If the Grantor is required by law to withhold or deduct any such Tax from a payment of the Royalty (“Tax Deduction”), the Grantor must:

(i)

promptly, upon becoming aware that it is required to make the Tax Deduction, or if there is any change in the rate or the basis of the Tax Deduction, notify the Grantee of the amount, date and proposed recipient of the required Tax Deduction;

(ii)

pay to the Grantee those additional amounts as may be necessary so that the net payment after that withholding or deduction (including any further withholding or deduction on such additional amounts) is not less than the payment would have been had there been no Tax Deduction;

(iii)

pay to the relevant taxation authority, before the time required by law to make such payment, the Tax Deduction; and

(iv)

within 7 days of making the payment referred in to in clause 4.4(b)(iii), deliver to the Grantee evidence satisfactory to the Grantee, acting reasonably, that the Tax Deduction has been made and paid to the relevant taxation authority as required.

4.5

Obligation not to avoid Royalty

The Grantor acknowledges and agrees that it will not sell any unprocessed Minerals (including ore that has been milled but not further processed), without the prior written consent of the Grantee, not to be unreasonably withheld.

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4.6

Interest on late payment

(a)

Where any amount payable under this document is not paid on or before the due date, it will bear interest from the due date for payment until the amount is paid in full at the Default Rate and such interest accrues daily.

(b)

If the Grantor does not pay any Royalty due to the Grantee by the date on which it is payable then, without prejudice to any other rights of the Grantee including any rights under the Security, the Grantor agrees to pay the Grantee immediately on demand:

(i)

interest at the Default Rate on the unpaid Royalty calculated daily from the due date for payment until the payment has been made in full; and

(ii)

all costs and expenses (including legal costs and disbursements on a full indemnity basis) incurred by the Grantee attributable to the Grantor’s failure to pay that Royalty by the date for payment.

4.7

Reports

The Grantor must provide to the Grantee:

(a)

within 35 days after the end of a Quarter, a Quarterly Report in respect of that Quarter;

(b)

by 30 November each year during the Royalty Period, an Annual Report; and

(c)

promptly after its lodgement, a copy of any royalty return or equivalent report required by the Mining Act lodged with the Department.

4.8

Dispute regarding Royalty Statement or Report

(a)

If the Grantee does not agree with a Royalty Statement or a Report, it may, within the 6 month period after the date it receives the Royalty Statement or Report, give notice in writing to the Grantor that it disputes the Royalty Statement or Report, in which case the procedures in this clause 4.8 apply. For the avoidance of doubt, any dispute initiated in accordance with this clause does not relieve the Grantor of its obligations to pay to the Grantee the amount stated on a Royalty Statement or Report by the due date for payment of the applicable Royalty.

(b)

If any Dispute arises regarding the Royalty Statement or Report, the parties must meet to consider the accuracy of the Royalty Statement or Report as soon as practicable after delivery of the Grantee’s notice under clause 4.8(a).

(c)

If the parties are unable to resolve the Dispute within 14 days after delivery of the Grantee’s notice under clause 4.8(a), the Grantee may by notice in writing to the Grantor request the appointment of an Independent Expert to determine the Dispute in accordance with clause 13 (that is, to determine the accuracy of the Royalty Statement or Report and to calculate the amount of Royalty payable).

(d)

If the Grantee does not raise a Dispute in respect of a Royalty Statement or Report by the date which is 6 months after the date that the Grantee received the Royalty Statement or Report, the Royalty Statement or Report will, in the absence of fraud or manifest error, be binding on the parties, subject to the Grantee’s rights in connection with an audit pursuant to clause 5.3.

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4.9

Royalty to be free of set-off

A Royalty is to be paid without demand, reduction, deduction (other than a Tax Deduction in accordance with clause 4.4(b)), or set-off for any reason or on any account whatsoever.

Records, Inspection, audit and technical reports

5.1

Records

The Grantor must:

(a)

keep, or cause to be kept, true and accurate Records in accordance with the Accounting Standards and generally accepted Australian mining industry practice, in sufficient detail to enable an independent audit to be carried out which is capable of establishing the accuracy of the calculations required to be carried out under clause 4; and

(b)

keep such Records for a period of not less than 7 years from when they are created.

5.2

Inspection

(a)

The Grantor must, upon the giving of reasonable written notice by the Grantee:

(i)

permit the Grantee, its Related Bodies Corporate, and their respective Representatives and agents to access and inspect:

(A)

not more than once every calendar year of the Term (except where also required for the purposes of preparation of a Prescribed Technical Report in accordance with cause 5.4), the Operations and the Tenements, within business hours; and

(B)

the Records,

(in each case, “Inspection”); and

(ii)

provide all reasonable assistance required by the persons identified in clause 5.2(a)(i), to carry out such Inspection, including permitting such persons to take copies of any Records.

(b)

Each party must bear its own costs and expenses associated with any Inspection. This clause 5.2 survives after the end of the Term or termination of this document.

5.3

Audit

The Grantee may request not more than once every calendar year of the Term an audit by the Independent Auditor in accordance with clause 14, of:

(a)

the Records;

(b)

the Operations;

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(c)

the mining and metallurgical accounting conducted by the Grantor in calculating the Product produced from the Royalty Area; and

(d)

any other matter or thing in relation to the production or sale of Product or the calculation of the Royalty.

5.4

Technical reports

If so requested by the Grantee and at the Grantee’s cost, the Grantor shall use its commercially reasonable efforts to assist the Grantee and its Related Bodies Corporate:

(a)

in obtaining copies of any technical reports prepared on all or part of the Tenements, and other technical information (including reserve and resource data), records or information (including access to drill core) pertaining to the Operations in the possession or control of the Grantor (“Project Information”) (to be held by the Grantee subject to clause 11) and related qualified person consents and qualified person certificates; and

(b)

otherwise in conducting their own diligence of the Operations,

in each case:

(c)

if the Grantee or any Related Body Corporate of it prepares and files (or proposes to prepare and file) a technical report on all or part of the Tenements in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators or the 2012 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves or another reputable mineral disclosure regime (“Prescribed Technical Report”), and such Project Information is reasonably necessary to permit the Grantee or any of its Related Bodies Corporate to prepare such Prescribed Technical Report; or

(d)

to facilitate the reliance by the Grantee or any Related Body Corporate of the Grantee on any exemption available from the requirement to file such Prescribed Technical Report,

provided that, subject always to the Grantee complying with applicable securities legislation, prior to the filing by the Grantee or any of its Related Bodies Corporate of any Prescribed Technical Report, the Grantee shall give the Grantor a reasonable opportunity to review and comment on such Prescribed Technical Report and shall provide to the Grantor a final copy or an advance draft copy of any such Prescribed Technical Report at least 10 Business Days before it is made publicly available.

Security

6.1

Security

(a)

The Grantor agrees to enter into the Security with the Grantee on and from the Effective Date to secure the performance of its obligations to the Grantee under this document (including any obligation to pay a Royalty Amount).

(b)

The Grantor acknowledges and agrees that the Grantee’s rights and interests under the Security, including the mortgage and assignment of the Tenements to the Grantee as security, is an equitable interest in each Tenement including as described in section 161 of the Mining Act. The parties intend that the Security, and the Grantee’s equitable interest arising thereunder in the Tenements, be registered pursuant to the Mining Act against each Tenement as soon as practicable. The Grantor irrevocably consents to such registration.

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(c)

Registration of the Security against each Tenement and each Replacement Tenement will be effected by, and at the expense of, the Grantor.

(d)

Subject to clause 6.2, the Grantor shall ensure that the Security at all times constitutes a first ranking Encumbrance on the Tenements and the other collateral Encumbered thereby.

6.2

Security subordination

(a)

The parties acknowledge that the Grantor Group has sought senior financing for the sole purpose of acquiring the Grantor as agreed under the Sale Agreement, and that the Grantor may seek senior debt financing for the sole purposes of development, expansion or operations with respect to the Tenements (but not other forms of senior funding), from a reputable lending institution or institutions (“Senior Lender”), which has necessitated, or may necessitate, the granting of an Encumbrance on standard commercial terms over the Grantor’s assets, including each Tenement (“Senior Lender Security”).

(b)

In the circumstances set out in clause 6.2(a), the Grantor and the Grantee agree to enter into a subordination or priority deed, with the Senior Lender and any other parties providing finance to any Grantor Group Member and taking security from the Grantor, on terms acceptable to the Grantee (acting in good faith and reasonably) to subordinate its rights and entitlements under the Security for the period such Senior Lender financing is in place (“Senior Lender Priority Period”), so as to:

(i)

give the Senior Lender’s (but no other party’s) rights and entitlements under the Senior Lender Security priority over the Tenements; and

(ii)

provide that the Grantee’s rights and entitlements under the Security rank pari passu with the rights and entitlements of Osisko and Sprott (and no other person).

(c)

The Grantor must repay the Senior Lender facilities as soon as reasonably possible and upon repayment in full, request the termination and return of the relevant project finance documents, including release of the Senior Lender Security at which point the Grantee’s subordination to the Senior Lender Security ceases. For the avoidance of doubt, in the event the Senior Lender Security ceases, the Grantee’s rights and entitlements under the Security will continue to rank pari passu with the rights and entitlements of Osisko and Sprott.

(d)

For the avoidance of doubt, nothing in this clause 6.2 (or any intercreditor or priority deed entered into in accordance with this clause 6.2) shall restrict the Grantee from receiving or demanding any payments due to it under this document (including the Royalty Amount) during the Senior Lender Priority Period.

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6.3

Registration

(a)

The Grantor at its cost will, as soon as practicable after the Effective Date, execute all documents and do all acts and things necessary or desirable (including evidencing the consent given in clause 6.3(b) below in writing on any document reasonably requested by the Grantee) to register (or procure the registration of) a caveat, on behalf of the Grantee, against each Tenement pursuant to section 124 of the Mining Act 1992 (NSW), and will use best efforts, execute all documents and do all acts and things necessary or desirable, to re-register (or procure the re-registration of) each such caveat from time to time to ensure that a caveat is lodged against each Tenement at all times during the Term.

(b)

The Grantor consents, for the duration of the Term, to the registration and re-registration or continuance from time to time of each caveat as contemplated by clause 6.3(a) above and the Grantor must not (and must not take any steps to):

(i)

prevent, or cause to be prevented, the registration or re-registration of any such caveat;

(ii)

remove or cancel, or cause to be removed or cancelled, any such caveat; or

(iii)

make any application, commence any proceedings (including by way of summons) or otherwise apply for any order for, or which might cause or lead to, the removal or cancellation of any such caveat,

unless it has obtained the Grantee’s prior written consent.

(c)

If any new mining tenement or other lease, licence, claim, permit or other authority is granted from time to time in substitution for, extension of or upon the variation or renewal of any Tenement (which the parties acknowledge becomes a “Tenement” for the purposes of this document) (“New Title”), the Grantor must at its cost:

(i)

give prompt written notice of the New Title to the Grantee;

(ii)

use best efforts, execute all documents and do all acts and things necessary or desirable to register (or procure the registration of) this document on the document of title of such New Title and to register (or procure the registration of) caveats, on behalf of the Grantee, against each New Title in accordance with the Mining Act; and

(iii)

agree to enter into a new Security in respect of the New Title (on substantially the same terms and conditions as the existing Security), or amend the existing Security such that the New Title is subject to that Security.

6.4

Assistance

The Grantee will give to the Grantor all assistance that the Grantor may reasonably require in carrying out its obligations under this clause 6.

6.5

Appointment of attorney

(a)

Should the Grantor fail to execute the documents as reasonably requested pursuant to clause 6.3, the Grantor irrevocably appoints the Grantee, each director and secretary of the Grantee, and their respective nominees jointly and each of them severally as attorney for the Grantor to execute all such documents as may be reasonably necessary to effect the obligations of the Grantor under this clause 6.

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(b)

The Grantee must, within five days, provide the Grantor with copies of any documents executed, under the appointment in this clause 6.5.

6.6

Withdrawal and re-lodgement of caveat

(a)

The Grantee must withdraw its caveat contemporaneously with a Transfer of the Grantor’s rights, title or interest in, and obligations with respect to, the Tenements, if the Transfer complies with clause 9.1 and the Transferee has executed a Grantor Deed of Covenant and a Replacement Security.

(b)

The Grantor agrees, and prior to agreeing to any Transfer referred to in clause 6.6(a) must procure that any Transferee agrees, that the Grantee may re-lodge its caveat or lodge another caveat, at the cost of the Grantor, immediately after a Transfer referred to in clause 6.6(a) is registered.

Tenements and conduct of Operations

7.1

Grantor obligations

The Grantor agrees to, without limiting the obligations of the Grantor under this document:

(a)

comply promptly and diligently with all provisions of the Mining Act insofar as they apply to the Tenements and all statutory requirements which apply to the Operations;

(b)

do all things necessary (including paying all amounts required, and renewing and extending each Tenement when it becomes due for renewal or extension) to keep the Tenements in good standing and free from any liability to forfeiture or non-renewal including ensuring all Statutory Tenement Expenditure conditions are met or exemptions properly obtained; and

(c)

not do or permit to be done any act, matter or thing which may prejudice the Royalty Area or cause the Tenements or any part of them to be forfeited or relinquished, except:

(i)

to the extent required by law or a Government Agency;

(ii)

if the forfeiture or relinquishment is of an Exploration Tenement (or any part of it) where the Exploration Tenement is replaced by a mining or other tenement with production rights, or where the Grantee has confirmed (acting reasonably) that it is not commercially feasible to seek production rights in respect of that Exploration Tenement (or any part of it); or

(iii)

with the prior written consent of the Grantee.

7.2

Conduct efficiently

The Grantor must at all times during the Term:

(a)

cause the Operations to be operated and maintained in a proper and efficient manner, in accordance with the law, the terms and conditions of the Tenements and accepted international mining, processing, engineering and environmental practices prevailing in the mining industry;

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(b)

ensure that all cut-off grade, short-term mine planning, long-term mine planning and production decisions concerning the Tenements are made as though the Grantor has the full economic interest in the Products produced from the Tenements (without regard to its obligation to pay the Royalty); and

(c)

ensure that all offtake arrangements with respect to Products (and all other materials derived from the Royalty Area) are entered into and administrated on Arm’s Length Terms.

7.3

Tailings

If any Tailings are processed or reprocessed at any time during the Term and result in Products, then those Products are subject to payment of the Royalty.

7.4

Processing and commingling

The Grantor may commingle Other Minerals with Minerals (including Product), provided that:

(a)

no Minerals are displaced (or the processing thereof delayed) by the commingling or processing of Other Minerals;

(b)

the Grantor acts in accordance with customary international mining and metallurgical practice applied reasonably when commingling Minerals with Other Minerals;

(c)

before commingling any Minerals with Other Minerals, the Grantor must take, measure and retain representative samples of such Minerals (including Product, if any) for moisture, metal, commercial minerals, penalty substances and other appropriate content so as to be able to determine their metal or mineral content, using the same procedures for each separate source of Minerals or Other Minerals;

(d)

the Grantor must establish and record the methods and practices adopted by it necessary to weigh, sample, assay and perform other measuring or testing necessary to fairly calculate the quantity of Product subject to this document that is produced from Minerals commingled with Other Minerals pursuant to this clause 7.4; and

(e)

the Grantor must retain:

(i)

representative samples taken from Minerals commingled with Other Minerals for a period of not less than 30 days after receipt by the Grantee of the Royalty Statement in respect of the Quarter during which the Product was produced from Minerals commingled with Other Minerals, with the Grantee being entitled to inspect such samples upon providing not less than 2 Business Days’ notice to the Grantor, provided that such right of inspection may be exercised no more than once in respect of a Quarter; and

(ii)

records created pursuant to clause 7.4(d) with respect to a particular Quarter during which Product was produced from Minerals commingled with Other Minerals for a period of not less than 18 months after expiration of that Quarter.

7.5

Samples

The Grantor may, without being liable to pay a Royalty under this document, mine, remove and supply small amounts of Minerals reasonably necessary for sampling, assaying, metallurgical testing and evaluation of the mineral potential of any Tenement.

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Termination

This document may be terminated by the written agreement of all parties to this document.

Transfers of interests

9.1

Transfer by the Grantor

(a)

Subject to clause 9.1(b), the Grantor may not Transfer, or attempt or purport to Transfer:

(i)

all or any part of its rights or obligations under this document (including its obligations under the Security); or

(ii)

all or any part of its rights, title or interest in, or obligations with respect to, the Tenements or the Operations,

unless:

(iii)

it obtains the prior written consent of the Grantee, which is not to be unreasonably withheld in accordance with clause 9.2;

(iv)

as at the date of the proposed Transfer, the Grantor has paid all amounts that are due and payable under this document, including Royalty payments;

(v)

upon completion of the Transfer:

(A)

all of the rights and obligations of the Grantor under this document (including its obligations under the Security); and

(B)

all of the Tenements and the Operations,

will be held by a single person or by two or more persons that are all Related Bodies Corporate of each other; and

(vi)

the Grantor, the proposed Transferee (including any Transferee that is a Related Body Corporate of the Grantor) and the Ultimate Holding Company of the proposed Transferee first enter into a Grantor Deed of Covenant, a Replacement Security and such other documents as the Grantee may reasonably require, pursuant to which the proposed Transferee agrees to assume, be bound by and perform, and the Ultimate Holding Company of the proposed Transferee guarantees, all of the obligations of the Grantor under this document (including its obligations under the Security) to the extent of the interest being transferred to the proposed Transferee.

(b)

If the proposed Transfer under clause 9.1(a) is to a Related Body Corporate of the Grantor, the written consent of the Grantee is not required, but the Grantor must comply with clauses 9.1(a)(iv), 9.1(a)(v) and 9.1(a)(vi) (except that the reference to the Ultimate Holding Company of the proposed Transferee, will be a reference to the existing Guarantor).

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9.2

Consent not to be unreasonably withheld

The Grantee must provide its consent pursuant to clause 9.1(a)(iii), where the Grantor can demonstrate that:

(a)

the proposed Transferee has sufficient technical and financial capability to carry out the Operations, to the satisfaction of the Grantee acting reasonably. For the purpose of this clause, the Grantor will provide details of the technical and financial capabilities of the Transferee that the Grantee may reasonably require;

(b)

the proposed Transferee is not, nor is it 50% or more owned or controlled by, any Sanctioned Person;

(c)

the proposed Transferee would be reasonably expected to be able to meet the obligations of the Grantor under this document; and

(d)

the Ultimate Holding Company of the proposed Transferee is, in the reasonable opinion of the Grantee:

(i)

financially competent to ensure that the Grantor can carry out the Operations, and its obligations under clauses 4 and 6.1;

(ii)

technically competent to ensure that the Grantor can carry out the Operations, and its obligations under clause 7; and

(iii)

not, nor 50% or more owned or controlled by, a Sanctioned Person.

9.3

Unlisted Change of Control of Grantor

Where a Change of Control of the Grantor is proposed, arises or is reasonably likely to arise (except in the circumstances set out in clause 9.4, in which case clause 9.4 will apply):

(a)

if the Grantor proposes to undergo a Change of Control, it must notify the Grantee in writing as soon as practicable and in any event at least 20 Business Days prior to the proposed Change of Control. If requested by the Grantee, the Grantor must notify the Grantee with details of the identity and the financial and technical capabilities of the person who it is proposed will Control the Grantor (both directly, and their Ultimate Holding Company), within 2 Business Days of that request;

(b)

the Grantor must not undergo a Change of Control without the prior written consent of the Grantee, which is not to be unreasonably withheld in accordance with clause 9.3(c);

(c)

the Grantee must provide its consent to the proposed Change of Control, if:

(i)

upon completion of the Change of Control,

(A)

all of the rights and obligations of the Grantor under this document (including its obligations under the Security); and

(B)

all of the Tenements and Operations,

will be held by a single person or by two or more persons that are all Related Bodies Corporate of each other;

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(ii)

the person who it is proposed will Control the Grantor (both directly, and the Ultimate Holding Company) is, or will be, on and from the proposed Change of Control, in the reasonable opinion of the Grantee:

(A)

financially competent to ensure that the Grantor can carry out the Operations, and its obligations under clauses 4 and 6.1;

(B)

technically competent to ensure that the Grantor can carry out the Operations, and its obligations under clause 7; and

(C)

not, nor 50% or more owned or controlled by, a Sanctioned Person; and

(iii)

the Ultimate Holding Company that it is proposed will Control the Grantor guarantees the obligations of the Grantor on the terms of the Guarantee set out in this document;

(d)

the Grantor must not undergo a Change of Control unless the Grantor has paid all amounts due and owing under this document, including Royalty payments, as at the date of the proposed Change of Control; and

(e)

the parties acknowledge and agree that damages are an insufficient remedy for a breach of this clause 9.3, and that a breach of this clause 9.3 is a breach of a material term of this document.

9.4

Listed Change of Control of Grantor

Where a Change of Control of the Ultimate Holding Company of the Grantor is proposed, arises or is reasonably likely to arise, in circumstances where the Ultimate Holding Company is a publicly listed entity:

(a)

if the Grantor or the Guarantor becomes aware that the Grantor is reasonably likely to undergo such Change of Control, it must promptly notify the Grantee in writing as soon as it becomes aware. If requested by the Grantee, and to the extent known, the Grantor or the Guarantor must notify the Grantee with details of the identity and the financial and technical capabilities of the Ultimate Holding Company that it is anticipated will Control the Grantor, within 2 Business Days of that request;

(b)

to the extent within the Grantor’s or the Guarantor’s direct or indirect control or influence, the Grantor or the Guarantor (as applicable) must not allow the Ultimate Holding Company to undergo a Change of Control if the incoming Ultimate Holding Company is a Sanctioned Person, or 50% or more owned or controlled by a Sanctioned Person;

(c)

at the discretion of the Grantee:

(i)

the Grantor and the Guarantor must procure that the Grantor’s incoming Ultimate Company Holding guarantees the obligations of the Grantor on the terms of the Guarantee set out in this document, on and from the date of the proposed Change of Control; or

(ii)

if the incoming Ultimate Holding Company that obtains or is reasonably likely to obtain Control of the Guarantor is a Sanctioned Person, or 50% or more owned or controlled by a Sanctioned Person, then the Grantee may require the Grantor to provide a replacement Guarantor that is not a Sanctioned Person, or 50% or more owned or controlled by a Sanctioned Person, and is of equal or better financial and technical standing to the Guarantor immediately prior to the Change of Control, to the satisfaction of the Grantee acting reasonably, and to procure the execution of a deed under which the replacement Guarantor guarantees the obligations of the Grantor on the terms of the Guarantee set out in this document; and

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(d)

the parties acknowledge and agree that damages are an insufficient remedy for a breach of this clause 9.3, and that a breach of this clause 9.3 is a breach of a material term of this document.

9.5

Intention of the parties

The parties acknowledge and agree that the rights and obligations of the Grantor under this document are intended to run with ownership of each Tenement and are to be binding upon any successor in title to the Grantor as if named as a party to this document. The parties also intend that the Grantee will always be entitled to the payment of the Royalty calculated by reference to 100% of the production of Product. The Grantor and the Guarantor must not employ any device or technique or participate in any transaction designed to circumvent this intention.

9.6

Transfer by Grantee and right of last refusal

(a)

The Grantee must not Transfer all or any part of its rights and obligations under this document and the Security (“Transferring Interest”) unless it first complies with the process set out in this clause 9.6.

(b)

If the Grantee proposes to Transfer the Transferring Interest, the Grantee must first provide to the Grantor an irrevocable written notice (“Transfer Notice”) specifying:

(i)

the Transferring Interest and the name of the proposed purchaser (“Third Party Buyer”);

(ii)

the consideration to be received for the Transferring Interest, including the Grantee’s calculation of the equivalent market value in cash (estimated, acting reasonably, as at the date of the proposed Transfer) for any non-financial amount (including rights) of which the consideration is comprised;

(iii)

any other material commercial terms and conditions proposed to be agreed between the Grantee and the Third Party Buyer in respect of the proposed Transfer; and

(iv)

a statement to the effect that the Grantor has an option to purchase all (but not part) of the Transferring Interest at the price and on the terms set out in the Transfer Notice.

(c)

Within 15 Business Days after receiving the Transfer Notice (“Offer Period”), the Grantor may notify the Grantee in writing that the Grantor irrevocably agrees to acquire the Transferring Interest from the Grantee on terms and conditions that are no less favourable to the Grantee than the terms and conditions set out in the Transfer Notice (“Grantee’s Offer”) and subject to any necessary changes to reflect that the Transferee will be the Grantor. If the consideration to be received for the Transferring Interest includes any non-financial amount (including rights), then the Grantor must pay the Grantee in cash the equivalent market value, as determined in accordance with clause 9.6(b)(ii), of that non-financial amount.

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(d)

If the Grantor accepts the Grantee’s Offer by notice in writing to the Grantee within the Offer Period, the Grantor must complete the purchase of the Transferring Interest on the terms, subject to clause 9.6(c), set out in the Grantee’s Offer (except that if the time period specified in the Grantee’s Offer for completion of the Transfer is less than 15 Business Days, such time period will be deemed to be 15 Business Days).

(e)

If the Grantor, prior to expiry of the Offer Period:

(i)

does not notify the Grantee in writing that the Grantor agrees to acquire the Transferring Interest in accordance with clause 9.6(c); or

(ii)

notifies the Grantee in writing that the Grantor does not agree to acquire the Transferring Interest,

then the Grantee may agree to Transfer the Transferring Interest on terms and conditions no more favourable to the Grantee than those set out in the Transfer Notice. The Grantor agrees to execute all documents reasonably requested by the Grantee to give effect to such Transfer, as soon as practicable and otherwise within 15 Business Days of request.

(f)

The Grantee may Transfer any or all of its rights and obligations under this document and the Security to a Related Body Corporate or any Grantee Group Member, without complying with the process set out in this clause 9.6 and without consent from the Grantor or the Guarantor. The Grantor agrees to execute all documents reasonably requested by the Grantee to give effect to such Transfer, as soon as practicable and otherwise within 15 Business Days of request.

(g)

The Grantee must not Transfer, nor attempt or purport to Transfer, the Transferring Interest, unless the Grantee and the Third Party Buyer (or the Related Body Corporate, to the extent clause 9.6(f) applies) first enter into a Grantee Deed of Covenant pursuant to which the Third Party Buyer (or the Related Body Corporate, to the extent clause 9.6(f) applies) agrees to assume, be bound by and perform, all of the obligations under this document of the Grantee, to the extent of the Transferring Interest.

9.7

Grantee Change of Control

(a)

Where a Grantee Change of Control is proposed, arises or is reasonably likely to arise, the Grantee must, at least 30 Business Days prior to the Grantee Change of Control, provide to the Grantor an irrevocable written notice (“Control Notice”):

(i)

specifying the name(s) of the person(s) who it is proposed will Control the Grantee (“Third Party Controller”); and

(ii)

containing a statement to the effect that the Grantor has an option to purchase all (but not part) of the Grantee’s rights and obligations under this document and the Security (“Control Interest”) at the price which is the Grantee’s calculation of the net present value in cash (estimated, acting reasonably, as at the date of the proposed Grantee Change of Control) of the Control Interest.

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(b)

Within 15 Business Days after receiving the Control Notice (“Control Offer Period”), the Grantor may notify the Grantee in writing that the Grantor irrevocably agrees to acquire the Control Interest from the Grantee on the terms and conditions set out in the Control Notice (“Grantee’s Control Offer”).

(c)

If the Grantor accepts the Grantee’s Control Offer by notice in writing to the Grantee within the Control Offer Period, the Grantor must complete the purchase of the Control Interest, on the terms and conditions set out in the Control Notice, within 10 Business Days after such acceptance by the Grantor. The Grantor and the Grantee agree to immediately execute all documents reasonably required to give effect to the Grantor’s acceptance of the Grantee’s Control Offer.

(d)

If the Grantor, prior to expiry of the Control Offer Period:

(i)

does not notify the Grantee in writing that the Grantor agrees to acquire the Control Interest in accordance with clause 9.7(b); or

(ii)

notifies the Grantee in writing that the Grantor does not agree to acquire the Control Interest,

then the Grantee is taken to have complied with its obligations under this document in respect of the Grantee Change of Control. The Grantor agrees to execute, for the benefit of the Third Party Controller, a written consent notice in respect of the proposed Grantee Change of Control, as soon as practicable and otherwise within 2 Business Days of request.

Guarantee and indemnity

10.1

Consideration

The Guarantor acknowledges that the Grantee is acting in reliance on the Guarantor incurring obligations and giving rights under this Guarantee.

10.2

Guarantee

(a)

The Guarantor unconditionally and irrevocably guarantees to the Grantee the Grantor’s compliance with the Grantor’s obligations in connection with this document (including the Security), including each obligation to pay money.

(b)

If the Grantor does not comply with those obligations on time and in accordance with this document (including the Security), then the Guarantor agrees to comply with those obligations on demand from the Grantee. A demand may be made whether or not the Grantee has made demand on the Grantor.

10.3

Indemnity

The Guarantor indemnifies the Grantee against any liability or loss arising from, and any costs it incurs, if:

(a)

the Grantor does not, or is unable to, comply with an obligation it has (including any obligation to pay money) in connection with this document (including the Security); or

(b)

a representation or warranty by the Grantor in this document is found to have been incorrect or misleading when made or taken to be made.

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The Guarantor agrees to pay amounts due under this clause on demand from the Grantee.

The Grantee need not incur expense or make payment before enforcing this right of indemnity.

10.4

Extent of guarantee and indemnity

Each of the Guarantee in clause 10.2 and the indemnity in clause 10.3 is a continuing obligation despite any intervening payment, settlement or other thing and extends to all of the Grantor’s obligations in connection with this document (including the Security). The Guarantor waives any right it has of first requiring the Grantee to commence proceedings or enforce any other right against the Grantor or any other person before claiming from the Guarantor under this Guarantee.

10.5

Obligation to pay interest

The Guarantor agrees to pay interest at the Default Rate on any amount under this Guarantee which is not paid on the due date for payment and is not otherwise incurring interest.

The interest accrues daily from (and including) the due date to (but excluding) the date of actual payment and is calculated on actual days elapsed and a year of 365 days.

The Guarantor agrees to pay interest under this clause on demand from the Grantee.

10.6

Payments

(a)

The Guarantor agrees to make payments under this Guarantee:

(i)

in full without set-off or counterclaim, and without any withholding or deduction in respect of Taxes unless required by law; and

(ii)

in the currency in which the payment is due, and otherwise in Australian dollars, in immediately available funds.

(b)

If the Guarantor is required to make any withholding, deduction or payment for or on account of Tax or by any Government Agency, the Guarantor:

(i)

must pay or procure the payment of the full amount of the withholding or deduction, or make or procure the making of the payment, to the appropriate Government Agency under applicable law; and

(ii)

at the same time as the relevant deduction, withholding or payment, pay such additional amount to the Grantee as is required to ensure the net amount received by the Grantee is equal to the full amount which would have been received by the Grantee had no such deduction, withholding or payment been required to be made.

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10.7

No merger

This Guarantee does not merge with or adversely affect, and is not adversely affected by, any of the following:

(a)

any other guarantee, indemnity, mortgage, charge or other encumbrance, or other right or remedy to which the Grantee is entitled; or

(b)

a judgment which the Grantee obtains against the Guarantor, the Grantor or any other person in connection with this document (including the Security).

The Grantee may still exercise its rights under this Guarantee as well as under the judgment, mortgage, charge or other encumbrance or the right or remedy.

10.8

Rights of Grantee are protected

The rights given to the Grantee under this Guarantee, and the Guarantor’s liabilities under it, are not affected by any act or omission or any other thing which might otherwise affect them under law or otherwise. For example, those rights and liabilities are not affected by:

(a)

any act or omission:

(i)

varying or replacing in any way and for any reason any agreement or arrangement under which the obligations guaranteed under clause 10.2 are expressed to be owing;

(ii)

releasing the Grantor or giving the Grantor a concession (such as more time to pay);

(iii)

releasing any person who gives a guarantee or indemnity in connection with any of the Grantor’s obligations;

(iv)

by which the obligations of any person who guarantees any of the Grantor’s obligations (including obligations under this Guarantee) may become unenforceable;

(v)

by which any person who was intended to guarantee any of the Grantor’s obligations does not do so, or does not do so effectively; or

(vi)

by which a person who is co-surety or co-indemnifier is discharged under an agreement or by operation of law;

(b)

a person dealing in any way with this document or this Guarantee;

(c)

the death, mental or physical disability, or liquidation, administration or insolvency of any person, including the Guarantor or the Grantor;

(d)

changes in the membership, name or business of any person; or

(e)

acquiescence or delay by the Grantor or any other person.

10.9

Guarantor’s rights are suspended

As long as any obligation is required, or may be required, to be complied with in connection with this Guarantee, the Guarantor may not, without the Grantee’s consent:

(a)

reduce its liability under this Guarantee by claiming that it or the Grantor or any other person has a right of set-off or counterclaim against the Grantee; or

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(b)

claim, or exercise any right to claim to be entitled (whether by way of subrogation or otherwise) to the benefit of another guarantee, indemnity, mortgage, charge or other encumbrance:

(i)

in connection with this document (including the Security) or any other amount payable under this Guarantee; or

(ii)

in favour of a person other than the Grantee in connection with any obligations of, or any other amounts payable, by the Grantor to, or for the account of, that other person; or

(c)

claim an amount from the Grantor, or another guarantor, under a right of indemnity or contribution; or

(d)

claim an amount in the liquidation, administration or insolvency of the Grantor or of another guarantor of any of the Grantor’s obligations.

If the Grantee requests, the Guarantor agrees to notify any relevant person of the terms of this clause and other parts of this Guarantee that may be relevant. The Guarantor also authorises the Grantee to do so at any time in its discretion and without first asking the Guarantor to do it. This applies despite anything else in this Guarantee.

This clause continues after this Guarantee ends.

10.10

Reinstatement of rights

Under any Insolvency Law, a person may claim that a transaction (including a payment) in connection with this Guarantee or this document (including the Security) is void or voidable. If a claim is made and upheld, conceded or compromised, then:

(a)

the Grantee is immediately entitled as against the Guarantor to the rights in connection with this Guarantee or this document to which it was entitled immediately before the transaction; and

(b)

on request from the Grantee, the Guarantor agrees to do anything (including signing any document) to restore to the Grantee any mortgage, charge or other encumbrance (including this Guarantee) held by it from the Guarantor immediately before the transaction.

The Guarantor’s obligations under this clause are continuing obligations, independent of the Guarantor’s other obligations under this Guarantee and continue after this Guarantee ends.

10.11

Liability of Guarantor

The Guarantor’s liability in respect of any Claim shall not exceed the Grantor’s liability in respect of that Claim.

Confidentiality

11.1

Confidentiality obligation

Subject to clause 11.2, each party must treat as confidential, and keep confidential:

(a)

the terms of this document (and the terms of any agreement, document or instrument entered into in connection with this document); and

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(b)

all information, in whatever form, provided to it by, or on behalf of, another party, relating to:

(i)

this document or the terms of this document or the performance of this document;

(ii)

the negotiations of this document; or

(iii)

that other party or its business, or the business of its Related Bodies Corporate, which has been provided in connection with this document,

other than information that:

(c)

as at the date of this document, was generally and publicly available, or subsequently becomes so available other than by breach of this document or any other duty or obligation as to confidence;

(d)

as at the time it was provided to a party, was already in the possession of that party lawfully and without breach of any duty or obligation as to confidence;

(e)

has been provided to a party but subsequently, through no act or omission of that party (or any person to whom it provided that information), becomes available from another source that is not subject to any duty or obligation as to confidence; or

(f)

the party can demonstrate was generated by it completely independently of and without any reference to or reliance or dependency upon the information provided to the other party,

(“Confidential Information”).

11.2

Permitted Disclosure

No party may Disclose Confidential Information other than:

(a)

to its officers, employees (on a need-to-know basis), or officers and employees of its Related Bodies Corporate, legal advisers and financial advisers, who are aware of the confidential nature of the information and are under an obligation to keep it confidential;

(b)

with the prior written consent of the other party (such consent not to be unreasonably withheld or delayed);

(c)

to any Independent Expert validly appointed in accordance with this document to the extent required to allow them to fulfil their function;

(d)

to any Independent Auditor validly appointed in accordance with this document to the extent required to allow them to fulfil their function;

(e)

to the arbitrators validly appointed in accordance with this document to the extent required to allow them to fulfil their function;

(f)

if the disclosure is reasonably required to enable a party to exercise its rights or perform its obligations under or in connection with this document (including a disclosure to a Government Agency to enable the Grantee to exercise its rights under clause 6);

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(g)

subject to clauses 11.2(m) and 12, to the extent:

(i)

required by law, the rules of any applicable stock exchange or any applicable accounting standards; or

(ii)

ordered by any court,

having to the extent practicable, consulted with the other parties with a view to agreeing the form, content, timing and manner of any such Disclosure;

(h)

if necessary or commercially desirable to be disclosed in any prospectus or information memorandum to investors or proposed or prospective investors:

(i)

for an issue or disposal of any shares in a party or its Related Bodies Corporate;

(ii)

for an issue of debt instruments of a party or a party's Related Body Corporate; or

(iii)

for the purposes of a party obtaining a listing on a stock exchange of any shares;

(i)

if required in connection with any legal proceedings or arbitration, including in connection with this document or for the purpose of advising a party in relation thereto;

(j)

subject to clause 11.4, if necessary or commercially desirable to be disclosed to an existing, or bona fide proposed or bona fide prospective:

(i)

financier of a party or of any of its Related Bodies Corporate; or

(ii)

rating agency in respect of a party or of any of its Related Bodies Corporate;

(k)

provided the disclosing party gives prior written notice to the other parties of the proposed disclosure, if necessary or commercially desirable to be disclosed to any bona fide proposed or prospective:

(i)

Transferee of a party’s rights or obligations under this document (whether directly or indirectly);

(ii)

Transferee of any property to which the Confidential Information relates or of any shares in a party or any Related Body Corporate of a party;

(iii)

financier of such Transferee providing or proposing or considering whether to provide financial accommodation in connection with the party’s rights and obligations under this document; or

(iv)

assignee of rights in respect of any real or personal property to which the information relates under any security granted by a party;

(l)

if necessary or commercially desirable to be Disclosed to Representatives of any of the persons referred to in clause (j) or (k); or

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(m)

by a Grantor Group Member, if that Grantor Group Member is required to prepare and file a Proxy Statement and/or other filings required by the SEC or under the rules of any securities exchange or regulatory authority (“Public Filings”), provided that, to the maximum extent permitted by law and/or the rules of any relevant securities exchange, the Grantor and the Guarantor must:

(i)

promptly give notice of the intended disclosure to, and consult with, the Grantee in respect of the form and content of the Public Filings; and

(ii)

use their respective reasonable endeavours to minimise the disclosure of any Confidential Information in connection with the preparation, filing and distribution of any Public Filings (including through seeking confidential treatment from the SEC or any other relevant securities exchanges or regulatory authorities and applying appropriate redactions where practicable, in each case, in respect of commercially sensitive information of the Grantee Group set forth in this document, whether disclosed in agreed form or final executed copy).

11.3

Disclosure to other persons

If a party Discloses Confidential Information as permitted under clauses 11.2(a), 11.2(b), 11.2(h), 11.2(i), 11.2(j), 11.2(k) and 11.2(l):

(a)

it must use reasonable endeavours to procure that no person to whom it has Disclosed that Confidential Information Discloses it to any other person (other than as contemplated by this document); and

(b)

where Confidential Information is Disclosed under clauses 11.2(j), 11.2(k) or 11.2(l), it must procure that the prospective financier or purchaser or their Representative executes a deed poll in favour of the Grantor (in the case of Disclosures by the Grantee) or Grantee (in the case of Disclosures by the Grantor) under which the prospective financier, purchaser or Representative agrees to keep the Confidential Information confidential in accordance with the terms of this clause 11.

11.4

Notice to other parties

Each party must:

(a)

promptly inform the other party of any request received by that party from any person described in clause 11.2(i) to Disclose Confidential Information under that clause; and

(b)

inform the other party as soon as reasonably practicable after Confidential Information is Disclosed by the party under clause 11.2(i).

11.5

Indemnities

Each party indemnifies the other party against any costs suffered or liabilities incurred by that other party arising out of or in connection with any Disclosure by the first-mentioned party of Confidential Information in contravention of this clause 11.

11.6

Injunctive relief

Each party acknowledges that any breach of this clause 11 will cause material damage to the other parties. Consequently, each party may, in addition to any other remedies available at law or in equity, seek injunctive relief against another party or any of its officers, employees and Related Bodies Corporate in respect of any such breach by that other party or its officers, employees or Related Bodies Corporate.

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11.7

Survival of confidentiality obligations

The obligations of confidentiality imposed by this clause 11 survive the termination of this document and any person who ceases to be a party continues to be bound by those obligations.

11.8

Return of Confidential Information

At the end of the Term, a party that has received Confidential Information from another under this document must, on the request of the other party, immediately deliver to that party all documents and other materials containing or referring to that Confidential Information which are in its possession, power or control or in the possession, power or control of persons who have received Confidential Information from it under clause 11.1 (or confirm in writing to the other party that such Confirmation Information has been permanently erased), except to the extent the Confidential Information is:

(a)

required by that party in connection with any legal proceedings or arbitration, or to fulfil its obligations at law or under this document;

(b)

contained in a party’s director’s papers, or the minutes of a party’s board or board committee meetings, to the extent such papers and minutes contain the level of detail consistent with the normal practices of that party;

(c)

contained in documents created or retained by any legal advisers of a party where those documents are required to be held, or it is the usual practice of the legal adviser to hold those documents, for the purposes of any relevant professional standards, practices, codes or insurance policies applicable to that legal adviser; or

(d)

stored electronically on off-site servers as a result of automatic data back-up in accordance with the normal practices of the party, in circumstances where it would be unduly burdensome to delete that Confidential Information, and provided the party makes no attempt to access that Confidential Information,

in each case subject to the relevant party retaining that Confidential Information in accordance with the confidentiality provisions of this document.

Public Statements

12.1

Announcements

Without prejudice to clause 11, no party may make any announcement or otherwise publicise this document or its subject matter (including any matter arising in the course of the performance of the obligations under this document) without the prior written consent of the other party other than, subject to clause 12.2, where required by laws, the rules of any applicable stock exchange, any applicable accounting standards or ordered by any court to make an announcement.

12.2

Actions to be taken if required to make an announcement

If a party is required or ordered to make an announcement as set out in clause 12.1, it:

(a)

must in so far as practicable consult with the other parties with a view to agreeing the form, content, timing and manner of making the announcement; and

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(b)

must ensure that the announcement includes only information that is required or ordered and does not include any information other than that required or ordered.

12.3

Survival of this clause

This clause 12 survives for a period of two years after the end of the Term.

Expert determination

13.1

General

(a)

This clause 13 applies where:

(i)

any Dispute is expressly to be referred to an Independent Expert under this document; or

(ii)

the parties agree that a Dispute between them should be resolved by an Independent Expert; or

(iii)

there is a Dispute as to the application of any industry or technical standard or any rules, practices or customs of any trade or profession; and

(iv)

a party makes a referral to the Independent Expert by giving written notice to the other party (“Independent Expert Notice”).

(b)

Prior to the resolution of a Dispute, the parties must continue to perform their respective obligations under this document.

13.2

Independent Expert

An Independent Expert appointed under this clause 13 must:

(a)

be appropriately qualified and experienced in the subject matter of the Dispute or matter being referred;

(b)

be independent of, and not an employee, contractor or consultant of, the parties or their Related Bodies Corporate; and

(c)

have no direct or indirect interest or duty which could conflict with the Independent Expert’s function under this clause 13.

13.3

Appointment of Independent Expert

(a)

Where a Dispute or matter has been referred to an Independent Expert, the relevant Independent Expert must be agreed by the parties within 20 Business Days after the date of the Independent Expert Notice.

(b)

If the parties cannot agree on the Independent Expert in the period referred to in clause 13.3(a), or if the agreed Independent Expert does not accept its appointment under clause 13.3(a) or otherwise fails to duly make a determination in respect of any matter referred to it, then upon the application of either party, the Independent Expert will be appointed by the Resolution Institute, or any body which is a successor or equivalent of it. The parties may make written submissions to that body on the choice of candidate.

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(c)

The parties may by agreement appoint two experts, being a financial expert and an operations expert, as the Independent Experts in relation to a Dispute or matter which is referred to an Independent Expert under this document.

(d)

If two Independent Experts are appointed to determine any Dispute or matter pursuant to this clause 13.3, they may only do so unanimously. If they do not reach a unanimous decision then a party may commence arbitration in accordance with clause 15.5 to determine the Dispute or the matter.

(e)

The parties may by agreement make a standing appointment of an Independent Expert (or two Independent Experts) to determine all Disputes or matters referred to an Independent Expert under this document, with such standing appointment to be for a specified period of time or until revoked by written notice by either the Grantor or the Grantee.

(f)

Once selected or appointed, the parties will instruct the Independent Expert to make their decision in relation to any Dispute or matter referred to them from time to time in accordance with this clause 13 as soon as reasonably practicable, and in accordance with clause 13.4(k).

(g)

The terms on which the Independent Expert is appointed must include an obligation to abide by the terms of this document, so far as they are relevant to the Independent Expert.

(h)

The costs of the Independent Expert must be borne equally by the parties, unless expressed otherwise in this document.

13.4

Scope of Independent Expert determination

Where a Dispute or matter is referred to an Independent Expert, the following applies:

(a)

Subject to the express provisions of this document, the Independent Expert will establish the procedure and timetable for determination of the Dispute or matter.

(b)

Each party may provide written submissions, in relation to the Dispute or the matter, to the Independent Expert, and if it does so that party must also provide copies of its submissions to the other party.

(c)

The written determination of the Independent Expert will be final and binding on the parties in the absence of fraud or manifest error.

(d)

The Independent Expert may:

(i)

request any party to deliver written statements relevant to matters in issue in the Dispute, and in which case that party must also provide copies of those written statements to the other party; and

(ii)

request any party to deliver copies of any documents that are relevant to the matters in issue in the Dispute, other than documents subject to legal privilege, and in which case that party must also provide copies of those documents to the other party.

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(e)

The Independent Expert may request either party to make an oral submission or to orally answer queries from the Independent Expert. If it does, the Independent Expert must convene, on not less than 5 Business Days’ notice, a meeting of all parties for the purposes of receiving such oral submissions or answers and each party must ensure that one of its representatives attends every such meeting. Each other party will be provided with a reasonable opportunity to respond to such oral submissions or answers and the provisions of this clause 13.4 will apply to the response.

(f)

The Independent Expert may:

(i)

limit the length of any written or oral submissions;

(ii)

require the attendance before them for questioning of any party or employee or agent of any party;

(iii)

make site visits, provided that the Independent Expert is accompanied by a representative of each party (and each party must ensure that one of its representatives attends every site visit of which it receives not less than 5 Business Days’ notice);

(iv)

make use of their own specialist knowledge;

(v)

obtain advice from specialist consultants, provided that at least one of the parties so requests or consents;

(vi)

review and revise any of their own previous directions; and

(vii)

conduct the proceedings in an inquisitorial manner, and take the initiative in ascertaining the facts and the law.

(g)

The Independent Expert may reach their decision with or without holding an oral hearing.

(h)

The Independent Expert will exercise such powers fairly and impartially, giving each party a reasonable opportunity, in light of the timetable, of putting their case and addressing the case of the other party.

(i)

All correspondence between the Independent Expert and a party must be in writing and copied to the other party.

(j)

The Independent Expert may not:

(i)

consider any written submissions from one party that are not also made available to the other party;

(ii)

receive any oral submissions from one party unless a representative of the other party is present;

(iii)

refuse any party the right at any hearing or meeting to be represented by a representative of that party’s choosing who is present;

(iv)

act or continue to act in the face of a conflict of interest; or

(v)

require any party to pay or make any contribution to the legal costs of the other party.

(k)

The Independent Expert will reach a decision within 20 Business Days of referral or their appointment whichever is the later or such other period as may be unanimously agreed between the Independent Expert and each party.

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(l)

Upon becoming aware that the Dispute or matter is the same, or arises out of substantially the same facts, as a Dispute or matter which has previously been referred to an Independent Expert under this document and a decision has previously been issued by that Independent Expert, the Independent Expert will immediately withdraw from the Dispute or matter, and the previous decision will continue to apply.

(m)

The Independent Expert must act as an expert and not as an arbitrator.

13.5

Scope of the Dispute

(a)

The scope of the Dispute or matter referred to an Independent Expert will be the matters identified in the Independent Expert Notice, together with:

(i)

any further matters which all of the parties unanimously agree in writing should be within the scope of the Dispute or matter; and

(ii)

any further matters which the Independent Expert determines either:

(A)

must be included in order that the determination of the Dispute or matter may be effective and/or meaningful; or

(B)

are related to matters which would be more efficiently dealt with as part of the one matter.

(b)

The Independent Expert may rule upon their own substantive jurisdiction, and as to the scope of the Dispute or matter.

13.6

Decisions

(a)

All decisions of the Independent Expert must be implemented without delay and in accordance with any timetable set out in the final determination. The parties will be entitled to such relief and remedies as are set out in the decision.

(b)

The Independent Expert must in any decision direct the payment of any interest as required by this document.

13.7

Enforcement

(a)

A determination of the Independent Expert must be implemented without delay in accordance with any timetable set out in the final determination. The parties will be entitled to such relief and remedies as are set out in the determination.

(b)

No party will, save in the case of fraud or bad faith on the part of the Independent Expert or as otherwise provided by this document, make any application whatsoever to the courts in relation to the conduct of the Dispute or matter referred to an Independent Expert (or required to be referred to an Independent Expert under this document) or the determination of the Independent Expert until such time as the Independent Expert has made their final determination, or refused to make a final determination.

13.8

Determination

(a)

Each party is to bear its own costs in relation to the Dispute or matter referred to the Independent Expert. The Independent Expert must decide the proportions in which the parties will bear the costs of the Independent Expert having regard to the extent to which the parties may have acted unreasonably or been at fault.

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(b)

If in respect of a Dispute regarding a Royalty Statement, the Independent Expert determines that the Grantor has:

(i)

underpaid the Royalty for the Royalty Period(s) to which the Independent Expert's decision relates, the Grantor must pay the additional Royalty and interest on that amount in accordance with clause 4.6 on the Grantee’s demand within 14 days of the Independent Expert's determination and the costs of the Independent Expert must be borne by the Grantor; or

(ii)

paid the Royalty accurately, or has overpaid the Royalty, for the period to which the Independent Expert's decision relates, then the costs of the Independent Expert must be borne by the Grantee and must be paid within 14 days of the Independent Expert’s determination. In respect of any overpayment by the Grantor, the Grantor will make the requisite adjustment in the next occurring Royalty Statement.

Audits

14.1

Application

This clause 14 applies to matters which are to be or have been referred to an Independent Auditor in accordance with this document.

14.2

Independent Auditor

Any Independent Auditor appointed under this clause 14 must:

(a)

be appropriately qualified and experienced in the subject matter of the audit;

(b)

be independent of, and not an employee, contractor or consultant of, any party or its Related Bodies Corporate; and

(c)

have no direct or indirect interest or duty which could conflict with the Independent Auditor’s function under this clause 14.

14.3

Procedure

(a)

Where a party wishes to refer a matter to an Independent Auditor in accordance with this document, it must first provide written notice to the other party (“Audit Notice”). The Audit Notice must identify the clause of this document under which the relevant matter is being referred for audit.

(b)

Where a party has issued an Audit Notice, the Independent Auditor must be agreed by the parties within 20 Business Days after the date of the Audit Notice.

(c)

If the parties cannot reach an agreement within the period referred to in clause 14.3(b), or if the agreed Independent Auditor does not accept the appointment under clause 14.3(b) or otherwise fails to duly make a determination in respect of any matter referred to it, then upon the application of either party, the Independent Auditor will be appointed by the Resolution Institute, or any body which is a successor or equivalent of it. The parties may make written submissions to that body on the choice of candidate.

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(d)

Once selected or appointed, the parties will instruct the Independent Auditor to:

(i)

act fairly and impartially as between the parties;

(ii)

comply with the terms of this document so far as they are relevant to the Independent Auditor, including in respect of confidentiality;

(iii)

determine the matter or matters the subject of the Audit Notice, and which may require it to take into account any information, from the parties or any third party, which it reasonably considers is appropriate; and

(iv)

provide the determination in writing to both parties (“Independent Auditor’s Report”) as soon as reasonably practicable, and in any event within 20 Business Days of their appointment or such other period as may be unanimously agreed between the Independent Auditor and each party.

(e)

Any determination (which is within the scope of this document) contained within the Independent Auditor’s Report is to be final and binding on the parties in the absence of fraud or manifest error.

(f)

The costs of the Independent Auditor are to be paid:

(i)

if the audit reveals that the Grantor’s Royalty calculations have resulted in the Grantee being paid a Royalty Amount that is lower than the Royalty Amount to which the Grantee is entitled, by the Grantor; and

(ii)

in all other circumstances, in equal proportions by the Grantor and the Grantee.

14.4

Access

Subject to the Independent Auditor entering into reasonable confidentiality undertakings, each of the Grantor and the Grantee must provide, and must procure that their respective Related Bodies Corporate provide, access to their records in respect of all information in relation to the matters the subject of the Audit Notice and any other assistance reasonably required by the Independent Auditor for the purposes of preparing the Independent Auditor’s Report.

Dispute resolution

15.1

Injunctive or interim relief

Nothing in this document prevents a party seeking urgent injunctive or similar interim relief from a court.

15.2

Good faith

Each party has a general obligation to act in good faith in attempting to resolve any Dispute, however this clause 15 does not require any party to compromise or prejudice its commercial interests.

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15.3

Notice of Dispute

A party claiming that a Dispute has arisen (other than a Dispute or matter to which clause 13 or 14 applies) must notify the other party to the Dispute giving details of the Dispute (“Notification”).

15.4

Authorised Officer

(a)

Unless the Dispute is one that has arisen under the procedure in clause 4.8 (in connection with a Royalty Statement), within 5 Business Days after a Notification has been given (or such other period as the parties to the Dispute may agree), the Dispute must be referred to an Authorised Officer of the Grantor and the Grantee.

(b)

The Authorised Officers must meet within 20 Business Days of the referral and must use reasonable endeavours to resolve the Dispute.

15.5

Arbitration

(a)

Following exhaustion of the procedure in clause 15.4, all Disputes (except those required by this document to be determined by an Independent Auditor or Independent Expert) must be exclusively resolved by binding arbitration upon a party submitting the Dispute to arbitration.

(b)

As soon as reasonably practicable after failure to resolve a Dispute in accordance with clause 15.4, and in any event within two years after the date of the Notification, a party by written notice to the other parties may require that arbitration occur.

(c)

The arbitration shall be conducted by three arbitrators. The Grantor, on the one hand, and the Grantee, on the other hand, shall each select one arbitrator within 10 days of commencement of the arbitration, who shall serve as a neutral arbitrator, and the two nominated arbitrators shall select a third neutral arbitrator within 20 days of their selection. If the two arbitrators cannot agree on selection of a third arbitrator within 20 days of their appointment, the Supreme Court of New South Wales on the application of any party shall select such arbitrator in accordance with the terms of this document.

(d)

Each arbitrator must have a minimum of ten years’ recognised experience in commercial arbitration involving mining and resource disputes.

(e)

The arbitration shall be conducted in the English language and in accordance with the LCIA Arbitration Rules.

(f)

The arbitration shall be seated in Sydney, New South Wales.

(g)

Except as may be required by law, each party and its Representatives cannot disclose the existence, content, or results of any arbitration under this document without the prior written consent of the Grantor and the Grantee.

(h)

The arbitration award shall be final and binding on the parties, and judgment on the award may be entered by any court of competent jurisdiction.

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15.6

Alternative dispute mechanisms

Nothing in this document precludes the parties from agreeing to resolve a Dispute by an alternative dispute resolution mechanism not expressly provided for in this document.

15.7

Continuation of rights and obligations

Despite the existence of a Dispute each party must continue to perform its obligations under this document.

15.8

Costs

Each party must bear its own costs of complying with this clause 15 except pursuant to a court order or an arbitral award to the contrary.

Notices

16.1

Form

Unless expressly stated otherwise in this document, all notices, certificates, consents, approvals, waivers and other communications (“Notices”) in connection with this document must be in writing and must be marked for the attention of the person identified in the Details or, if the recipient has notified otherwise, then marked for attention in the last way notified.

Email communications must state the first and last name of the sender and are taken to be signed by the named sender.

16.2

Delivery

Notices must be:

(a)

left at the address set out or referred to in the Details;

(b)

sent by prepaid ordinary post (airmail if appropriate) to the address referred to in the Details;

(c)

sent by email to the address referred to in the Details; or

(d)

given in any other way permitted by law.

If the intended recipient has notified changed contact details, then the Notice must be to the changed contact details.

16.3

When effective

Notices take effect from the time they are received or taken to be received under clause 16.4 unless a later time is specified in the Notice.

16.4

When taken to be received

Notices are taken to be received:

(a)

if sent by post, 7 days after posting (or 14 days after posting if sent from one country to another); or

(b)

if sent by email:

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(i)

when the sender receives an automated message confirming delivery; or

(ii)

4 hours after the time sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that delivery failed,

whichever happens first.

16.5

Receipt - general

Despite clause 16.4, if a Notice is received after 5.00pm in the place of receipt or on a non-Business Day, it is taken to be received at 9.00am on the next Business Day.

GST

17.1

Definitions and interpretation

For the purposes of this clause 17:

(a)

words and phrases which have a defined meaning in the GST Act have the same meaning when used in this clause 17 unless the contrary intention appears; and

(b)

each periodic or progressive component of a supply to which section 156-5(1) of the GST Act applies will be treated as if it were a separate supply.

17.2

GST exclusive

Unless otherwise expressly stated in this document, all consideration to be provided under this document is exclusive of GST.

17.3

Calculation of payments

If an amount payable under this document is to be calculated by reference to the price to be paid or provided for an acquisition then, for the purposes of that calculation, the price is reduced to the extent that an input tax credit is available for the acquisition.

17.4

Payment of GST

(a)

If GST is payable, or notionally payable, on a supply made under or in connection with this document, the party providing the consideration for the supply must pay to the supplier an additional amount equal to the amount of GST payable on that supply (“GST Amount”).

(b)

Subject to the prior receipt of a tax invoice, the GST Amount is payable at the same time as the GST-exclusive consideration for the supply, or the first part of the GST-exclusive consideration for the supply (as the case may be), is payable or is to be provided.

(c)

This clause does not apply to the extent that the consideration for the supply is expressly stated to include GST or the supply is subject to a reverse-charge.

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17.5

Adjustment events

If an adjustment event arises for a supply made under or in connection with this document, the GST Amount (or the GST component of any consideration expressed to be inclusive of GST) must be recalculated to reflect that adjustment, the supplier or the recipient (as the case may be) must make any payments necessary to reflect the adjustment and the supplier must issue an adjustment note.

17.6

Reimbursements

Unless expressly stated otherwise in this document, any payment, reimbursement, indemnity or similar obligation that is required to be made under or in connection with this document which is calculated by reference to an amount paid by another party shall be reduced by the amount of any input tax credits which the other party (or the representative member of any GST group of which the other party is a member) is entitled. If the reduced payment is consideration for a taxable supply, clause 17.4 will apply to the reduced payment.

General

18.1

Entire agreement

This document constitutes the entire agreement of the parties about its subject matter and supersedes all previous agreements, understandings and negotiations on that subject matter.

18.2

Discretion in exercising rights

A party may exercise a right or remedy or give or refuse its consent in any way it considers appropriate (including by imposing conditions), unless this document expressly states otherwise.

18.3

Failure to exercise rights

Except as otherwise set out in this document, any partial exercise, failure to exercise, or delay in exercising, a right or remedy provided under this document or by law does not operate as a waiver or prevent or restrict any further or other exercise of that or any other right or remedy in accordance with this document.

18.4

No liability for loss

Except as otherwise set out in this document, a party is not liable for loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising a right or remedy that is available to it under this document.

18.5

Approvals and consents

By giving its approval or consent a party does not make or give any warranty or representation as to any circumstance relating to the subject matter of the consent or approval.

18.6

Remedies cumulative

The rights and remedies provided in this document are in addition to other rights and remedies given by law independently of this document.

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18.7

Amendment of document

No modification, variation or amendment of this document will be of any force unless such modification, variation or amendment is in writing and has been signed by each of the parties.

18.8

Enurement

Subject to the provisions of this document, this document will be binding upon and enure to the benefit of each party’s respective successors and assigns who become such in accordance with the terms of this document.

18.9

Grantee Encumbrance

The Grantee shall be entitled at any time and from time to time to grant or allow to exist an Encumbrance in respect of its rights under this document (and the Royalty) in favour of its lenders.

18.10

Severance

If the whole or any part of a provision of this document is void, unenforceable or unlawful in a jurisdiction, it is severed for that jurisdiction. The remainder of this document has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of this document or is contrary to public policy.

18.11

Rights and obligations are unaffected

Rights given to the parties under this document and the parties’ liabilities under it are not affected by anything which might otherwise affect them by law.

18.12

Variation and waiver

A provision of this document or a right created under it, may not be waived or varied except in writing, signed by the party or parties to be bound.

18.13

No merger

The warranties, undertakings and indemnities in this document do not merge on the Effective Date.

18.14

Further steps

Subject to the terms of this document and any other obligation of confidentiality to which a party is bound, each party agrees to do anything (such as obtaining consents, signing and producing documents, producing receipts and getting documents completed and signed), which each other party asks and considers necessary to bind the parties and any other person intended to be bound under this document.

18.15

Indemnities and reimbursement obligations

Any indemnity, reimbursement or similar obligation in this document:

(a)

is a continuing obligation despite the satisfaction of any payment or other obligation in connection with this document, any settlement or any other thing;

(b)

is independent of any other obligations under this document; and

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(c)

continues after this document, or any obligation arising under it, ends.

It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity in connection with this document.

18.16

Prompt performance

Each party agrees to perform its obligations under this document promptly, unless a specific time for performance is expressly stated in this document.

18.17

No undisclosed principals or undisclosed trusts

Except as expressly stated in writing in this document, no person enters into this document as an agent for any other person or as trustee of any trust or on behalf or for the benefit of any other person.

18.18

Costs

Each party will pay its own legal costs in connection with the preparation and execution of this document.

18.19

Stamp duty

(a)

Subject to clause 18.19(c), the Grantor agrees to:

(i)

pay or reimburse all Duty chargeable, payable or assessed as being payable in relation to the execution or performance of this document; and

(ii)

indemnify the Grantee against, and agrees to reimburse and compensate the Grantee for, any liability incurred by the Grantee as a result of the Grantor not complying with clause 18.19(a)(i).

(b)

The Grantor agrees to pay amounts due to the Grantee under this clause within 3 Business Days of demand from the Grantee.

(c)

The Grantee is responsible for and must pay all Duty which may be payable on or in connection with a Transfer of its Transferring Interest to any person other than the Grantor under clause 9.6.

18.20

Construction

No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of, or seeks to rely on, this document or any part of it.

18.21

Inconsistent law

To the extent permitted by law, this document prevails to the extent it is inconsistent with any law.

18.22

Supervening legislation

Any present or future legislation which operates to vary the obligations of a party in connection with this document with the result that another party’s rights, powers or remedies are adversely affected (including, by way of delay or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.

© King & Wood Mallesons	Royalty Deed	44

18.23

No representations or warranties

Each party acknowledges that in entering into this document it has not relied on any representations or warranties about its subject matter except as expressly provided by the written terms of this document.

18.24

Waiver

No waiver by any party of a right or a default under this document or any delay or omission in the exercise of any right, remedy or power constitutes a waiver by such party of any subsequent right power, remedy or default whether of a like nature or otherwise.

18.25

Counterparts

This document may be executed in counterparts. All counterparts when taken together are to be taken to constitute one instrument and the date on which the last counterpart is executed is the date of the document.

Governing law

19.1

Governing law

This document is governed by the law in force in the place specified in the Details.

19.2

Jurisdiction

Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the place specified in the Details and courts of appeal from those courts. Each party waives any right it has to object to an action being brought in those courts including, without limitation, by claiming that the action has been brought in an inconvenient forum or that those courts do not have jurisdiction.

19.3

Serving documents

Without preventing any other method of service, any document in an action may be served on a party by being delivered or left at that party’s address for services of notice under clause 16.2.

EXECUTED as a deed

© King & Wood Mallesons	Royalty Deed	45

Royalty Deed

Schedule 1        Tenements

Part A – Mining Tenements

Tenement	Royalty Interest
CML 5		100	%
MPL 1093		100	%
MPL 1094		100	%

Part B – Exploration Tenements

Tenement	Royalty Interest
EL 5693		100	%
EL 5983		100	%
EL 6223		90	%
EL 6907		90	%

© King & Wood Mallesons	Royalty Deed	46

Royalty Deed

Schedule 2        Grantor Deed of Covenant

Details

Parties	[Insert details of the Grantor Transferee, [Incoming Guarantor,] Grantor, Guarantor and the Grantee]
Recitals	A     The Grantor, the Guarantor and the Grantee are parties to the Royalty Deed.
	B     Pursuant to the Royalty Deed, the Grantee is entitled to a Royalty.
	C     The Grantor has agreed to Transfer, and the Grantor Transferee has agreed to take a Transfer of, [insert details of Tenement(s)] (“Transferred Interest”).
	D     The Grantor Transferee agrees to assume the obligations of the Grantor in respect of the Royalty arising under the Royalty Deed to the extent of the Transferred Interest.
	E      The Grantee has agreed to the Transfer of the Transferred Interest from the Grantor to the Grantor Transferee, subject to the Grantor Transferee[, the Incoming Guarantor] and the Guarantor entering into this Deed of Covenant. F      The [Guarantor or Incoming Guarantor] has agreed to guarantee the obligations of the Grantor Transferee under the Royalty Deed.
Governing law	New South Wales, Australia
Date of document

[Note to template deed of covenant: If the Grantor Transferee is a Related Body Corporate of the Grantor, the references in square brackets to the Incoming Guarantor are to be deleted.]

© King & Wood Mallesons	Royalty Deed	47

Royalty Deed

General terms

1               Meaning

1.1            Defined terms

(a)

These meanings apply unless the contrary intention appears:

(i)

Details means the section of this document headed “Details”;

(ii)

Effective Date means the date of this document; and

(iii)

Royalty Deed means the “Royalty Deed” between [insert name of the Grantor and ACN], [insert name of Guarantor and ACN] and [insert name of Grantee and ACN], as amended and novated from time to time.

(b)

Unless the context otherwise requires, terms defined in the Royalty Deed (other than terms defined in this document) have the same meaning wherever used in this document.

1.2            Interpretation

Clause 1 of the Royalty Deed applies in the interpretation of this document, subject to clause 1.1 of this document.

Assumption

(a)

The Grantor Transferee:

(i)

confirms that it has been supplied with a copy of the Royalty Deed; and

(ii)

with effect on and from the Effective Date, covenants with the Grantee to observe and perform the terms of the Royalty Deed to the extent of the Transferred Interest as if it were a party thereto.

(b)

The Grantor Transferee, with effect on and from the Effective Date, covenants with the Grantee to pay the Royalty to the Grantee pursuant to the terms of the Royalty Deed as if the Grantor Transferee were a party thereto.

Consent

Each of the Grantor, the Guarantor and the Grantee (as applicable):

(a)

consents to the Transfer of the Transferred Interest from the Grantor to the Grantor Transferee with effect on and from the Effective Date;

(b)

consents to the Grantor Transferee assuming the obligations of the Grantor in accordance with the Royalty Deed to the extent of the Transferred Interest and consents to the Grantor Transferee becoming a party (as the “Grantor”) to the Royalty Deed to the extent of that Transferred Interest; and

© King & Wood Mallesons	Royalty Deed	48

(c)

agrees that the Grantor Transferee will be entitled to exercise all of the rights, privileges and benefits of the Grantor in respect of the Transferred Interest.

Royalty Deed effective

The parties agree that, except as provided above, the provisions of the Royalty Deed remain in full force and effect.

Guarantee

The [Guarantor or Incoming Guarantor] unconditionally and irrevocably guarantees to the Grantee the Grantor Transferee’s compliance with the Grantor Transferee’s obligations under and in connection with the Royalty Deed, on the terms set out in the Royalty Deed.

Further assurances

The Grantor Transferee and the [Guarantor or Incoming Guarantor] must do all acts, matters and things as may be reasonably necessary or expedient to implement and give full effect to the provisions of this document.

Notices

For the purposes of the Royalty Deed, the address of:

(a)

the Grantor Transferee to which all notices must be delivered (until substituted in accordance with clause [notices] of the Royalty Deed) is the address set out in the Details or, if the Grantor Transferee has notified otherwise, then marked for attention in the way last notified;

(b)

[the Incoming Guarantor to which all notices must be delivered (until substituted in accordance with clause [notices] of the Royalty Deed) is the address set out in the Details or, if the Incoming Guarantor has notified otherwise, then marked for attention in the way last notified;] and

(c)

each of the Grantor, the Guarantor and the Grantee is the relevant address set out in the Details section of the Royalty Deed or, if it has notified otherwise, then marked for attention in the way last notified.

Costs and stamp duty

8.1            Costs

The Grantor Transferee must pay or cause to be paid all costs of each other party arising out of the negotiation, preparation and execution of this document.

8.2            Stamp duty

As between the parties, all Duty which may be payable on or in connection with this document, any instrument executed under this document, and in respect of a transaction evidenced by the agreement must be borne by the [Grantor or Grantor Transferee]. The [Grantor or Grantor Transferee] must indemnify the other parties to this document on demand against any liability for that Duty.

© King & Wood Mallesons	Royalty Deed	49

Governing law

9.1            Governing law

This document is governed by the law in force in the place stated in the Details.

9.2            Jurisdiction

Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the place specified in the Details and courts of appeal from them. Each party waives any right it has to object to an action being brought in those courts including, without limitation, by claiming that the action has been brought in an inconvenient forum or that those courts do not have jurisdiction.

Counterparts

EXECUTED as a deed

© King & Wood Mallesons	Royalty Deed	50

Royalty Deed

Schedule 3        Grantee Deed of Covenant

Details

Parties	[Insert details of the Grantee Transferee, Grantor, Guarantor and the Grantee]
Recitals	A     The Grantor, the Guarantor and the Grantee are parties to the Royalty Deed.
	B     Pursuant to the Royalty Deed, the Grantee is entitled to a Royalty.
	C     The Grantee has agreed to Transfer, and the Grantee Transferee has agreed to take a Transfer of, [insert extent of interest being transferred] of the Grantee’s rights and obligations under the Royalty Deed and the Security (“Transferred Interest”).
	D     The Grantee Transferee agrees to assume the obligations of the Grantee under the Royalty Deed and the Security to the extent of the Transferred Interest.
	E      The Grantor has agreed to the Transfer of the Transferred Interest from the Grantee to the Grantee Transferee, subject to the Grantee Transferee entering into this Deed of Covenant. F      The Guarantor has agreed to guarantee to the Grantee Transferee the obligations of the Grantor under the Royalty Deed.
Governing law	New South Wales, Australia
Date of document

© King & Wood Mallesons	Royalty Deed	51

General terms

Meaning

1.1            Defined terms

(a)

These meanings apply unless the contrary intention appears:

(i)

Details means the section of this document headed “Details”;

(ii)

Effective Date means the date of this document; and

(iii)

(b)

Unless the context otherwise requires, terms defined in the Royalty Deed (other than terms defined in this document) have the same meaning wherever used in this document.

1.2            Interpretation

Clause 1 of the Royalty Deed applies in the interpretation of this document, subject to clause 1.1 of this document.

Assumption

The Grantee Transferee:

(a)

confirms that it has been supplied with a copy of the Royalty Deed; and

(b)

with effect on and from the Effective Date, covenants with the Grantor to observe and perform the terms of the Royalty Deed to the extent of the Transferred Interest as if it were a party thereto.

Consent

Each of the Grantor, the Guarantor and the Grantee (as applicable):

(a)

consents to the Transfer of the Transferred Interest from the Grantee to the Grantee Transferee with effect on and from the Effective Date;

(b)

consents to the Grantee Transferee assuming the obligations of the Grantee in accordance with the Royalty Deed to the extent of the Transferred Interest and consents to the Grantee Transferee becoming a party (as the “Grantee”) to the Royalty Deed to the extent of that Transferred Interest; and

(c)

agrees that the Grantee Transferee will be entitled to exercise all of the rights, privileges and benefits of the Grantee in respect of the Transferred Interest.

© King & Wood Mallesons	Royalty Deed	52

Royalty Deed effective

The parties agree that, except as provided above, the provisions of the Royalty Deed remain in full force and effect.

Guarantee

The Guarantor unconditionally and irrevocably guarantees to the Grantee Transferee the Grantor’s compliance with the Grantor’s obligations under and in connection with the Royalty Deed, on the terms set out in the Royalty Deed.

Further assurances

The Grantee Transferee must do all acts, matters and things as may be reasonably necessary or expedient to implement and give full effect to the provisions of this document.

Notices

For the purposes of the Royalty Deed, the address of:

(a)

the Grantee Transferee to which all notices must be delivered (until substituted in accordance with clause [notices] of the Royalty Deed) is the address set out in the Details or, if the Grantee Transferee has notified otherwise, then marked for attention in the way last notified; and

(b)

Costs and stamp duty

8.1

Costs

The Grantee Transferee must pay or cause to be paid all costs of each other party arising out of the negotiation, preparation and execution of this document.

8.2

Stamp duty

As between the parties, all Duty which may be payable on or in connection with this document, any instrument executed under this document, and in respect of a transaction evidenced by the agreement must be borne by the [Grantee or Grantee Transferee]. The [Grantee or Grantee Transferee] must indemnify the other parties to this document on demand against any liability for that Duty.

Governing law

9.1

Governing law

This document is governed by the law in force in the place stated in the Details.

© King & Wood Mallesons	Royalty Deed	53

9.2            Jurisdiction

Counterparts

EXECUTED as a deed

© King & Wood Mallesons	Royalty Deed	54

Signing page

DATED:/s/ 16 June 2023

EXECUTED by Cobar Management Pty. Limited (ACN 083 171 546) in accordance with section 127(1) of the Corporations Act 2001 (Cth) by authority of its directors:	)
	)
	)

	)
/s/ Peter Kalkandis	)
Signature of director	)	/s/ Nicholas Talintyre
	)	Signature of director/company secretary*
	)	*delete whichever is not applicable
Peter Kalkandis	)
Name of director (block letters)
		Nicholas Talintyre
		Name of director/company secretary*
		(block letters)
		*delete whichever is not applicable

EXECUTED by Glencore Operations Australia Pty LIMITED (ACN 128 118 140) in accordance with section 127(1) of the Corporations Act 2001 (Cth) by authority of its directors:	)
	)
	)

	)
/s/ Jay Fraser Jools	)	/s/ Nicholas Talintyre
Signature of director	)	Signature of director/company secretary*
	)	*delete whichever is not applicable
Jay Fraser Jools	)
Name of director (block letters)	)	Nicholas Taintyre
	)	Name of director/company secretary*
	)	(block letters)
		*delete whichever is not applicable

	[Signing Page to Cobar Royalty Deed]

SIGNED, SEALED AND DELIVERED by Metals Acquisition Limited in the presence of:	) ) ) ) )
/s/ Slobodan Vujcic	)
Signature of witness	)	/s/ Michael James McMullen
	)	Signature of authorised signatory
Slobodan Vujcic
Name of witness (Block Letters)		Michael James McMullen
		Name of authorised signatory (Block Letters)

	[Signing Page to Cobar Royalty Deed]

Exhibit 4.18

METALS ACQUISITION LIMITED
2023 LONG-TERM INCENTIVE PLAN

ADOPTED BY THE BOARD OF DIRECTORS: June 6, 2023
APPROVED BY THE SHAREHOLDERS: June 12, 2023

SECTION 1. PURPOSE

Metals Acquisition Limited hereby establishes this 2023 Long-Term Incentive Plan (the “Plan”). This Plan is intended to (i) attract and retain the best available personnel to ensure the success of the Company (as defined below) and its Affiliates (as defined below) and accomplish the goals of the Company and its Affiliates; (ii) to incentivize selected Eligible Persons (as defined below) with long-term incentive awards to align their interests with the interests of the Company’s shareholders; and (iii) to promote the success of the business of the Company and its Affiliates.

SECTION 2. DEFINITIONS

As used in the Plan, the following terms have the meanings set forth below:

(a)

“Adoption Date” means the date the Plan is first approved by the Board.

(b)

“Affiliate” shall mean (i) any entity that, directly or through one or more intermediaries, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, as determined by the Committee.

(c)

“Applicable Law” shall mean the legal requirements that apply to the Plan and Awards granted hereunder in any given circumstance as shall be in place from time to time under any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or order of any governmental authority, whether of the United States, any other country, and any provincial, state, or local subdivision, that relate to the administration of equity plans or equity awards, as well as any applicable stock exchange or automated quotation system rules or regulations.

(d)

“Award” shall mean any Option, Share Appreciation Right, Restricted Share, Restricted Share Unit, Performance Award, Dividend Equivalent, Other Share-Based Award or cash award granted under the Plan.

(e)

“Award Agreement” shall mean any written agreement, contract, or other instrument or document, including an electronic communication, as may from time to time be designated by the Company as evidencing any Award granted under the Plan.

(f)

“Beneficial Owner” shall have the meaning attributed thereto in the Exchange Act.

(a)

“Board” shall mean the Board of Directors of the Company.

(b)

“Cause” will exist (unless another definition is provided in an applicable Option Agreement, employment agreement or other applicable written agreement that provides that such other definition applies to an Award hereunder) if the Company reasonably determines that the Participant engaged in (i) any breach by Participant of any written agreement between Participant and the Company; (ii) any failure by Participant to comply with the Company’s written policies or rules as the same may be in effect from time to time; (iii) neglect or persistent unsatisfactory performance of Participant’s duties; (iv) Participant’s repeated failure to follow reasonable and lawful instructions from the Board or Chief Executive Officer; (v) Participant’s commission, conviction of, or plea of guilty or nolo contendere to, any felony or any crime that results in, or is reasonably expected to result in, material harm to the business or reputation of the Company; (vi) Participant’s commission of or participation in any act (A) that causes material harm to the business or reputation of the Company; or (B) of fraud against the Company; (vii) Participant’s damage to the Company’s business, property or reputation; or (viii) Participant’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company. For purposes of clarity, a termination without “Cause” does not include any termination that occurs as a result of Participant’s death or Disability. The determination as to whether a Participant’s Continuous Service has been terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Participant. The foregoing definition does not in any way limit the Company’s ability to terminate a Participant’s employment or consulting or other service relationship at any time, and the term “Company” will be interpreted to include any subsidiary, parent, Affiliate, or any successor thereto, if appropriate. Furthermore, a Participant’s Continuous Service shall be deemed to have terminated for Cause within the meaning hereof if, at any time (whether before, on, or after termination of the Participant’s Continuous Service, regardless of whether the Participant initiated the termination of the Participant’s Continuous Service), the Company’s becomes aware of facts that would have been Cause if the Company had known of all relevant facts.

(c)

“Change in Control” shall mean the first of the following to occur after the Effective Date:

(i)

Acquisition of Controlling Interest. Any Person becomes the Beneficial Owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities; provided that the foregoing shall exclude any bona fide sale of securities of the Company by the Company to one or more third parties for purposes of raising capital. In applying the preceding sentence, an agreement to vote securities shall be disregarded unless its ultimate purpose is to cause what would otherwise be a Change in Control, as reasonably determined by the Board.

(ii)

Merger. The Company consummates a merger or consolidation of the Company with any other entity unless: (a) the voting securities of the Company outstanding immediately before the merger or consolidation would continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) 50% or more of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; and (b) no Person becomes, as a result of such merger or consolidation, the Beneficial Owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities.

(iii)

Sale of Assets. The sale or disposition by the Company of all, or substantially all, of the Company’s assets.

(iv)

Liquidation or Dissolution. The liquidation or dissolution of the Company.

Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which (I) the holders of the shares of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions, or (II) any Person who was a Beneficial Owner, directly or indirectly, of securities in the Company representing 50% or more acquires additional securities in the Company. In addition, a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of the transactions contemplated by the Share Sale Agreement.

(d)

“Committee” shall mean a committee of the Board, acting in accordance with the provisions of Section 3, designated by the Board to administer the Plan and composed of not less than two (2) non-Employee Directors. The initial Committee shall be the Compensation Committee of the Board.

(e)

“Company” shall mean Metals Acquisition Limited, a public limited company incorporated under the laws of Jersey, Channel Islands, and, to the extent determined appropriate by the Board, in its sole discretion, any Affiliate or successor thereto.

(f)

“Consultant” shall mean any person (other than an Employee or Director), including an advisor, who is engaged by the Company or any Affiliate to render services and is compensated for such services. A Consultant includes non-natural persons, to the extent permitted by Applicable Law.

(g)

“Continuous Service” shall mean a Participant’s period of service in the absence of any interruption or termination of service as an Employee, Consultant, or Director. Continuous Service as an Employee or Consultant shall not be considered interrupted or terminated in the case of: (i) Company-approved sick leave; (ii) military leave; (iii) any other bona fide leave of absence approved by the Company. Also, Continuous Service as an Employee or Consultant shall not be considered interrupted or terminated in the case of a transfer between locations of the Company or between the Company, its parents, subsidiaries or Affiliates, or their respective successors, or a change in status from an Employee to a Consultant or Director or from a Consultant or Director to an Employee.

(h)

“Director” shall mean a member of the Board, or a member of the board of directors of an Affiliate.

(i)

“Disability” shall mean .

(j)

“Dividend Equivalent” shall mean any right granted under Section 6(e) of the Plan.

(k)

“Effective Date” means the later of (i) the date on which the Plan is approved by the shareholders of the Company, and (ii) the day that is one day prior to the date of the closing of the transactions contemplated by the Business Combination Agreement.

(l)

“Eligible Person” shall mean (i) an Employee, Consultant, or Director, or (ii) a non-Employee, non-Consultant, or non-Director to whom an offer of a service relationship as an Employee, Consultant, or Director has been extended.

(m)

“Employee” shall mean any person whom the Company or any Affiliate classifies as an employee (including an officer) for employment tax purposes or, if in a jurisdiction that does not have employment taxes, any person whom the Company or any Affiliate classifies as an employee (including an officer), in either case whether or not that classification is correct. The payment by the Company of director’s fees to a Director shall not constitute “employment” of such Director by the Company.

(n)

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

(o)

“Fair Market Value” shall mean, with respect to any Shares or other securities, the closing price of a Share or other security on the date as of which the determination is being made or as otherwise determined in a manner specified by the Committee.

(p)

“Grant Date” shall mean the later of (i) the date designated as the “Grant Date” within an Award Agreement and (ii) the date on which the Committee determines the key terms of an Award, provided that as soon as reasonably practicable thereafter the Company both notifies the Eligible Person of the Award and issues an Award Agreement to the Eligible Person.

(q)

“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.

(r)

“Option” shall mean a Share Option.

(s)

“Other Share-Based Award” shall mean any right granted under Section 6(f) of the Plan.

(t)

“Participant” shall mean an Eligible Person designated to be granted an Award under the Plan.

(u)

“Performance Award” shall mean any right granted under Section 6(d) of the Plan.

(v)

“Performance Criteria” shall mean any quantitative and/or qualitative measures, as determined by the Committee, which may be used to measure the level of performance of the Company or any individual Participant during a Performance Period.

(w)

“Performance Period” shall mean any period as determined by the Committee in its sole discretion.

(x)

“Person” shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, or government or political subdivision thereof.

(y)

“Restricted Share” shall mean any Award of Shares granted under Section 6(c) of the Plan.

(z)

“Restricted Share Unit” shall mean any restricted share unit granted under Section 6(c) of the Plan that is denominated in Shares.

(aa)

“Share Sale Agreement” means the Share Sale Agreement, dated as of March 17, 2022 (as amended by that certain Deed of Consent and Covenant, dated as of November 22, 2022), by and among the Company and the other parties thereto.

(bb)

“Shares” shall mean the ordinary shares of a par value of each of the Company, and such other securities as may become the subject of Awards, or become subject to Awards, pursuant to an adjustment made under Section 4(b) of the Plan.

(cc)

“Share Appreciation Right” shall mean any right granted under Section 6(b) of the Plan.

(dd)

“Share Option” shall mean an option granted under Section 6(a) of the Plan.

SECTION 3. ADMINISTRATION

Except as otherwise provided herein, the Plan shall be administered by the Committee, which shall have the power to interpret the Plan and to adopt such rules and guidelines for implementing the terms of the Plan as it may deem appropriate; provided, however, that the Board may act in lieu of the Committee on any matter. The Committee shall have the ability to modify the Plan provisions, to the extent necessary, or delegate such authority, to accommodate any changes in Applicable Law.

(a)

Subject to the terms of the Plan and Applicable Law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights, or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, or other Awards, or terminated, forfeited, cancelled or suspended, and the method or methods by which Awards may be settled, exercised, terminated, forfeited, cancelled or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend, or waive such rules and guidelines; (ix) appoint such agents as it shall deem appropriate for the proper administration of the Plan; (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan; and (xi) correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it deems desirable.

(b)

Without limiting the foregoing, the Committee shall have the discretion to interpret or construe ambiguous, unclear, or implied (but omitted) terms as it deems to be appropriate in its sole discretion and to make any findings of fact needed in the administration of this Plan or Award Agreements. The Committee’s prior exercise of its discretionary authority shall not obligate it to exercise its authority in a like fashion thereafter. The Committee’s interpretation and construction of any provision of this Plan, or of any Award or Award Agreement, and all determinations the Committee or the Company makes pursuant to this Plan shall be final, binding, and conclusive (subject only to the Committee’s or the Company’s inherent authority to change their determinations). The validity of any such interpretation, construction, decision or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum, and shall be upheld unless clearly affected by fraud.

(c)

Any determination made by the Committee or the Company with respect to any provisions of this Plan may be made on an Award-by-Award basis. The Committee and the Company have no obligation to be uniform, consistent, or nondiscriminatory between classes of similarly situated Eligible Persons, Participants, Awards or Award Agreements, except as required by Applicable Law.

(d)

The Board or any Committee may delegate to one or more Officers the authority to do one or both of the following (i) designate Employees who are not Officers to be recipients of Options and Share Appreciation Rights (and, to the extent permitted by Applicable Law, other types of Awards) and, to the extent permitted by Applicable Law, the terms thereof, and (ii) determine the number of Shares to be subject to such Awards granted to such Employees; provided, however, that the resolutions or charter adopted by the Board or any Committee evidencing such delegation will specify the total number of Shares that may be subject to the Awards granted by such Officer and that such Officer may not grant an Award to himself or herself. Any such Awards will be granted on the applicable form of Award Agreement most recently approved for use by the Board or the Committee, unless otherwise provided in the resolutions approving the delegation authority. Notwithstanding anything to the contrary herein, neither the Board nor any Committee may delegate to an Officer who is acting solely in the capacity of an Officer (and not also as a Director) the authority to determine the Fair Market Value

(e)

CLAIMS LIMITATION PERIOD. Any Participant who believes he or she is being denied any benefit or right under this Plan or under any Award or Award Agreement may file a written claim with the Committee. Any claim must be delivered to the Committee within six (6) months of the specific event giving rise to the claim. Untimely claims generally will not be processed and shall be deemed denied. The Committee, or its designee, generally will notify the Participant of its decision in writing as soon as administratively practicable. Claims shall be deemed denied if the Committee does not respond in writing within one-hundred eighty (180) days of the date the written claim is delivered to the Committee. The Committee’s decision (or deemed decision) is final and conclusive and binding on all Persons. No lawsuit or arbitration relating to this Plan may be filed or commenced before a written claim is filed with the Committee and is denied or deemed denied, and any lawsuit must be filed within one (1) year of such denial or deemed denial or be forever barred.

(f)

NO LIABILITY; INDEMNIFICATION. Neither the Board nor any Committee member, nor any Person acting at the direction of the Board or the Committee, shall be liable for any act, omission, interpretation, construction, or determination made in good faith with respect to this Plan, any Award, or any Award Agreement. The Company shall pay or reimburse any Director, Employee, or Consultant who in good faith takes action on behalf of this Plan, for all expenses incurred with respect to this Plan, and to the full extent allowable under Applicable Law shall indemnify each and every one of them for any claims, liabilities, and costs (including reasonable attorneys’ fees) arising out of their good faith performance of duties on behalf of this Plan. The Company may, but shall not be required to, obtain liability insurance for this purpose.

(g)

EXPENSES. The Company shall bear the expenses of administering this Plan.

SECTION 4. SHARES AVAILABLE FOR AWARDS AND NON-EMPLOYEE DIRECTOR COMPENSATION LIMITS

(a)

SHARES AVAILABLE. Subject to adjustment as provided in this Section 4:

(i)

The aggregate number of Shares that may be issued pursuant to Awards is Shares, plus a number of Shares that will automatically be increased on January 1 of each year for a period of five years commencing 3% of the total number of Shares issued and outstanding on December 31 of the preceding year; provided, however, that the Board may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of Shares. This is the “Share Reserve.”

(ii)

If any Shares issued to a Participant under the Plan are subject to an Award that is terminated, forfeited or cancelled (e.g., unvested Awards of Restricted Shares), or settled in cash the Share Reserve shall be increased by the number of Shares underlying such Award. If Shares are withheld in satisfaction of withholding taxes or payment of exercise price then the Shares so withheld or used in payment shall be available for Awards under the Plan and the Share Reserve shall be increased by the same number of Shares as the Share Reserve was decreased on account of such Shares, if any.

(iii)

ACCOUNTING FOR AWARDS. For purposes of this Section 4, unless the Committee determines otherwise:

(A)

if an Award (other than a Dividend Equivalent) is denominated in Shares, the number of Shares covered by such Award, or to which such Award relates, shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan;

(B)

Dividend Equivalents denominated in Shares and Awards not denominated, but potentially payable, in Shares shall be counted against the aggregate number of Shares available for granting Awards under the Plan in such amount and at such time as the Dividend Equivalents and such Awards are settled in Shares. Any Shares that are delivered by the Company, and any Awards that are granted by, or become obligations of, the Company through the assumption by the Company or an Affiliate of, or in substitution for, outstanding awards previously granted by an acquired company, whether through an asset or equity transaction, shall not be counted against the Shares available for granting Awards under this Plan; and

(C)

Shares subject to Awards that qualify as inducement grants under NYSE Rule 303A.08 or its successor shall not be counted against the Share Reserve.

(iv)

SOURCES OF SHARES DELIVERABLE UNDER AWARDS. The Shares to be issued, transferred, and/or sold under the Plan shall be made available from authorized and unissued Shares or from the Company’s treasury shares.

(v)

SHARES AVAILABLE IN AUSTRALIA. The number of Shares available for issue under the Plan in accordance with paragraph (i) above to Eligible Persons in Australia made in reliance on Division 1A of Part 7.12 of the Corporations Act 2001 (Cth) (“Corporations Act”) shall not exceed the maximum number permitted to be issued in reliance on that Division unless otherwise authorised under Australian law.

(b)

ADJUSTMENTS.

(i)

In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Shares, or other securities), recapitalization, share subdivision, reverse share subdivision, reorganization, merger, consolidation, spin-off, repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event constitutes an equity restructuring, or otherwise affects the Shares, then the Committee may adjust the following in a manner that is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan:

(A)

the number and class of Shares or other securities which thereafter may be made the subject of Awards including the limit specified in the Share Reserve;

(B)

the number and class of Shares or other securities subject to outstanding Awards;

(C)

the grant, purchase, or exercise price with respect to any Award, or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; and

(D)

other value determinations applicable to outstanding Awards.

provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.

(ii)

ADJUSTMENTS OF AWARDS ON CERTAIN ACQUISITIONS. In the event that a company acquired by the Company or any Affiliate, or with which the Company or any Affiliate merges, consolidates or combines, has shares available under a pre-existing plan approved by its shareholders or stockholders and not adopted in contemplation of such acquisition, merger, consolidation or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other formula used in such transaction to determine the consideration payable to the holders of shares or common stock of such acquired company) may be used for similar Awards under the Plan and shall not reduce the Share Reserve; provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition, merger, consolidation or combination, and shall only be made to individuals who were not employed, immediately before such acquisition, merger, consolidation or combination, by the post-transaction listed company or entities that were its subsidiaries immediately before the transaction.

(iii)

ADJUSTMENTS OF AWARDS ON THE OCCURRENCE OF CERTAIN UNUSUAL OR NONRECURRING EVENTS. The Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events affecting the Company, or the financial statements of the Company, or of changes in Applicable Law or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits to be made available under the Plan.

(iv)

DISSOLUTION OR LIQUIDATION. Except as otherwise provided in an Award Agreement, in the event of the dissolution or liquidation of the Company other than as part of a Change in Control, each Award will terminate immediately prior to the consummation of such dissolution or liquidation, subject to the ability of the Committee to exercise any discretion authorized in the case of a Change in Control.

(v)

CHANGE IN CONTROL. In the event of a Change in Control but subject to the terms of any Award Agreements or employment- related agreements between the Company or any Affiliates and any Participant, each outstanding Award may be assumed or a substantially equivalent award may be substituted by the surviving or successor company or a parent or subsidiary of such successor company (in each case, the “Successor Company”) upon consummation of the transaction. Notwithstanding the foregoing, instead of having outstanding Awards be assumed or substituted with equivalent awards by the Successor Company, the Committee may in its sole and absolute discretion and authority, without obtaining the approval or consent of the Company’s shareholders or any or all Participant(s), take one or more of the following actions:

(A)

accelerate the vesting of Awards so that some or all Awards shall vest (and, to the extent applicable, become exercisable) as to some or all of the Shares that otherwise would have been unvested and/or provide that repurchase rights of the Company, if any, with respect to Shares issued pursuant to an Award shall lapse;

(B)

arrange or otherwise provide for the payment of cash or other consideration to Participants in exchange for the satisfaction and cancellation of all or some outstanding Awards (based on the Fair Market Value, on the date of the Change in Control, of the Award being cancelled, based on any reasonable valuation method selected by the Committee); provided that the Committee shall have full discretion to unilaterally cancel (A) either all Awards or only select Awards (such as only those that have vested on or before the Change in Control), and (B) any Options or Share Appreciation Rights whose exercise price is equal to or greater than the Fair Market Value of the Shares, as of the date of the Change in Control, with such cancellation being without the payment of any consideration whatsoever to those Participants whose Options and Share Appreciation Rights are being cancelled;

(C)

make such other modifications, adjustments or amendments to outstanding Awards or this Plan as the Committee deems necessary or appropriate.

SECTION 5. ELIGIBILITY

Any Eligible Person is eligible to be designated a Participant. The Committee shall determine which Eligible Persons may receive Awards. If the Committee does not determine that an Eligible Person is to receive a specific Award, he or she shall not be entitled to any such Award. Each Award shall be evidenced by an Award Agreement that: sets forth the Grant Date and all other terms and conditions of the Award; is signed on behalf of the Company (unless the Committee determines otherwise); and (unless waived by the Committee) is signed by the Eligible Person in acceptance of the Award. The grant of an Award shall not obligate the Company or any Affiliate to continue the employment or service of any Eligible Person, or to provide any future Awards or other remuneration at any time thereafter.

SECTION 6. AWARDS

(a)

OPTIONS. The Committee is authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan, as the Committee shall determine:

(i)

EXERCISE PRICE. The purchase price per Share purchasable under an Option shall be determined by the Committee; provided, however, and except as provided in Section 4(b), that such purchase price shall not be less than 100% of the Fair Market Value of a Share on the date of grant of such Option.

(ii)

OPTION TERM. The term of each Option shall not exceed ten (10) years from the date of grant.

(iii)

TIME AND METHOD OF EXERCISE. The Committee shall establish in the applicable Award Agreement the time or times at which an Option may be exercised in whole or in part, and the method or methods by which, and the form or forms, including, without limitation, cash, Shares, or other Awards, “net exercise”, broker-assisted cashless exercise, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price, in which, payment of the exercise price with respect thereto may be made or deemed to have been made. The Company shall not be required to deliver Shares pursuant to the exercise of an Option and the Option will be deemed unexercised until the Company has received sufficient funds or value to cover the full exercise price due and all applicable withholding obligations. The Committee may in its sole discretion set forth in an Award Agreement that a Participant may exercise an unvested Option, in which case the Shares then issued shall be restricted Shares having the same vesting restrictions as the unvested Option.

(iv)

TERMINATION OF CONTINUOUS SERVICE. The Committee may set forth in the applicable Award Agreement, or a severance agreement, employment agreement, service agreement or severance plan, the terms and conditions by which an Option is exercisable, if at all, after the date of a Participant’s termination of Continuous Service. The Committee may waive or modify these provisions at any time. To the extent that a Participant is not entitled to exercise an Option on the date of a Participant’s termination of Continuous Service, or if the Participant (or other Person entitled to exercise the Option) does not exercise the Option within the time and as specified in the Award Agreement or below (as applicable), the Option shall terminate. Notwithstanding the foregoing, if the Company has a contingent contractual obligation to provide for accelerated vesting or extended exercisability after termination of a Participant’s Continuous Service, such Options shall not terminate at the time they otherwise would terminate but instead shall remain outstanding, but unexercisable, until the maximum contractual time for determining whether such contingency will occur, and terminate at such time if the contingency has not then occurred; provided that no such extension shall cause an Option to be exercisable after the ten (10) year anniversary of its Grant Date or the date such Option otherwise would have terminated had the Participant remained in Continuous Service.

Subject to the preceding paragraph and Section 6(a)(v) and to the extent an Award Agreement, or a severance agreement, employment agreement, service agreement or severance plan, does not otherwise specify the terms and conditions on which an Option shall terminate when a Participant terminates Continuous Service, the following provisions apply:

Reason for Terminating Continuous Service		Option Termination Date

(I) By the Company for Cause, or what would have been Cause if the Company had known all of the relevant facts, or due to Participant’s material breach of his or her unexpired employment agreement or independent contractor agreement with the Company.		All Options, whether or not vested, shall immediately expire effective on the date of termination of the Participant’s Continuous Service, or when Cause first existed if earlier.

(II) Disability or death of the Participant during Continuous Service (in either case unless Reason I applies).		All unvested Options shall immediately expire effective as of the date of termination of the Participant’s Continuous Service, and all vested and unexercised Options shall expire twelve (12) months after such termination.

(III) Any other reason.		All unvested Options shall immediately expire effective on the date of termination of the Participant’s Continuous Service. All vested and unexercised Options, to the extent unexercised, shall expire effective ninety (90) days after the date of termination of the Participant’s Continuous Service.

(v)

BLACKOUT PERIODS. If there is a blackout period (whether under the Company’s insider trading policy, Applicable Law, or a Committee-imposed blackout period) that prohibits buying or selling Shares during any part of the ten (10) day period before an Option expires (as described above), the Option exercise period shall be extended until ten (10) days beyond the end of the blackout period. Notwithstanding anything to the contrary in this Plan or any Award Agreement, no Option can be exercised beyond the latest date its original term expires as set forth in the Award Agreement

(b)

SHARE APPRECIATION RIGHTS. The Committee is hereby authorized to grant Share Appreciation Rights to Participants. Subject to the terms of the Plan and any applicable Award Agreement, a Share Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive, on exercise thereof, the excess of (i) the Fair Market Value of one Share on the date of exercise over (ii) the grant price of the right as specified by the Committee.

(i)

GRANT PRICE. The grant price shall be determined by the Committee, provided, however, and except as provided in Section 4(b), that such price shall not be less than 100% of the Fair Market Value of one Share on the date of grant of the Share Appreciation Right, except that if a Share Appreciation Right is at any time granted in tandem with an Option, the grant price of the Share Appreciation Right shall not be less than the exercise price of such Option.

(ii)

TERM. The term of each Share Appreciation Right shall not exceed ten (10) years from the date of grant.

(iii)

OTHER RULES. The rules of Sections 6(a)(iii) – 6(a)(viii) shall apply to Share Appreciation Rights as if the Award were an Option.

(c)

RESTRICTED SHARE AND RESTRICTED SHARE UNITS.

(i)

ISSUANCE. The Committee is hereby authorized to grant Awards of Restricted Share and Restricted Share Units to Participants. Restricted Share Units represent a Participant’s right to be issued Shares on a future date. A Participant will not have voting or any other rights as a shareholder of the Company with respect to any Restricted Share Unit unless and until Shares are actually issued in settlement of the Restricted Share Unit.

(ii)

RESTRICTIONS. Restricted Shares and Shares that may be issued with respect to any Restricted Share Units shall be subject to such restrictions as the Committee may establish in the applicable Award Agreement (including, without limitation, any limitation on the right to vote a Restricted Share or the right to receive any dividend or other right), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate. Subject to Applicable Law, the Committee may make Awards of Restricted Share and Restricted Share Units with or without the requirement for payment of cash or other consideration.

(iii)

REGISTRATION. Any Restricted Share or Restricted Share Units granted under the Plan may be evidenced in such manner as the Committee may deem appropriate, including, without limitation, book-entry registration or issuance of a share certificate or certificates in the case of Restricted Share. In the event any share certificate is issued in respect of Restricted Shares issued under the Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Shares. Unrestricted Shares, evidenced in such manner as the Committee shall deem appropriate, shall be delivered to the holder of Restricted Shares promptly after such restrictions have lapsed.

(iv)

FORFEITURE. On termination of Continuous Service during the applicable vesting period, except as otherwise determined by the Committee, all Restricted Shares and all Shares that may be issued with respect to any Restricted Share Units still, in either case, subject to restriction or vesting, as applicable, shall be cancelled and forfeited and, to the extent applicable, reacquired by the Company. However, if the Participant paid cash or other consideration for Restricted Shares that is so cancelled and forfeited, the Company shall return to the Participant the lower of the Fair Market Value of the Shares on the date of cancellation and forfeiture or their original purchase price, to the extent set forth in an Award Agreement or required by Applicable Law.

(d)

PERFORMANCE AWARDS. The Committee is hereby authorized to grant Performance Awards to Participants. Performance Awards include arrangements under which the grant, issuance, retention, vesting and/or transferability of any Award are subject to Performance Criteria and such additional conditions or terms as the Committee may designate. Subject to the terms of the Plan and any applicable Award Agreement, a Performance Award granted under the Plan:

(i)

may be denominated or payable in cash, Shares (including, without limitation, Restricted Shares), other securities, or other Awards; and

(ii)

shall confer on the holder thereof rights valued as determined by the Committee and payable to, or exercisable by, the holder of the Performance Award, in whole or in part, on the achievement of such performance goals during such Performance Periods as the Committee shall establish.

(iii)

AMENDMENT OF PERFORMANCE CRITERIA. After a Performance Award has been granted, the Committee may, if it determines appropriate, amend any Performance Criteria, at its sole and absolute discretion.

(iv)

SATISFACTION OF PERFORMANCE CRITERIA. If, as a result of the applicable Performance Criteria being met, a Performance Award becomes vested and/or exercisable in respect of some, but not all of the number of Shares underlying such Award, which did not become vested and exercisable by the end of the Performance Period, such Performance Award shall thereupon lapse and cease to be exercisable in respect of the balance of the Shares which did not vest and/or become exercisable by the end of the Performance Period.

(e)

DIVIDEND EQUIVALENTS. The Committee is hereby authorized to grant to Participants Awards (other than Options and Share Appreciation Rights) under which the holders thereof shall be entitled to receive payments equivalent to dividends or interest with respect to a number of Shares determined by the Committee, and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested. Subject to the terms of the Plan and any applicable Award Agreement, such Awards may have such terms and conditions as the Committee shall determine.

(f)

OTHER SHARE-BASED AWARDS. The Committee is authorized to grant to Participants such other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares), as are deemed by the Committee to be consistent with the purposes of the Plan, provided, however, that such grants must comply with Applicable Law. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the terms and conditions of such Awards. Shares or other securities delivered pursuant to a purchase right granted under this Section 6(f) shall be purchased for such consideration, as the Committee shall determine, the value of which consideration, as established by the Committee, and except as provided in Section 4(b), shall not be less than the Fair Market Value of such Shares or other securities as of the date such purchase right is granted.

(g)

GENERAL.

(i)

CASH CONSIDERATION FOR AWARDS. Awards may be granted for no cash consideration or for such cash consideration as may be required by Applicable Law or determined by the Committee; however, Participants may be required to pay any amount the Committee determines in connection with Awards not inconsistent with the terms of this Plan.

(ii)

AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER. Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for any other Award or any award granted under any other plan of the Company or any Affiliate.

(iii)

FORMS OF PAYMENT UNDER AWARDS. Subject to the terms of the Plan and of any applicable Award Agreement, payments or transfers to be made by the Company or an Affiliate on the grant, exercise, or payment of an Award may be made in such form or forms as the Committee shall determine, including, without limitation, cash, Shares, rights in or to Shares issuable under the Award or other Awards, other securities, or other Awards, or any combination thereof, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents in respect of installment or deferred payments.

(iv)

LIMITS ON TRANSFER OF AWARDS. Except as provided by the Committee, no Award and no right under any such Award shall be assignable, alienable, saleable, or transferable by a Participant otherwise than by will or by the laws of descent and distribution provided, however, that, if so determined by the Committee, a Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Participant with respect to any Award on the death of the Participant. Each Award, and each right under any Award, shall be exercisable, during the Participant’s lifetime, only by the Participant or, if permissible under Applicable Law, by the Participant’s guardian or legal representative. No Award and no right under any such Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment, or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate.

(v)

CONDITIONS AND RESTRICTIONS ON SECURITIES SUBJECT TO AWARDS. The Committee may provide that the Shares issued on exercise of an Option or Share Appreciation Right or otherwise subject to or issued under an Award shall be subject to such further agreements, restrictions, conditions or limitations as the Committee in its discretion may specify prior to the exercise of such Option or Share Appreciation Right or the grant, vesting or settlement of such Award, including, without limitation, conditions on vesting or transferability and forfeiture or repurchase provisions or provisions on payment of taxes arising in connection with an Award. Without limiting the foregoing, such restrictions may address the timing and manner of any re-sales by the Participant or other subsequent transfers by the Participant of any Shares issued under an Award, including without limitation: (A) restrictions under an insider trading policy or pursuant to Applicable Law, (B) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and holders of other Company equity compensation arrangements, (C) restrictions as to the use of a specified brokerage firm for such re-sales or other transfers and (D) provisions requiring Shares to be sold on the open market or to the Company in order to satisfy tax withholding or other obligations. The Committee shall include in any Award Agreement any claw back or forfeiture provisions required by Applicable Law. The Committee also may include in any Award Agreement provisions providing for forfeiture of the Award or requiring the Participant to surrender for no consideration the Shares underlying the Award to the Company in the event the Participant engages in specified behavior that is adverse to the Company’s interests, including after termination of his or her service relationship with the Company, such as for competing with the Company, soliciting its Employees, or breaching a written agreement with the Company.

(vi)

RECOUPMENT OF AWARDS. All Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Law and any clawback policy that the Company otherwise adopts, to the extent applicable and permissible under Applicable Law. In addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Committee determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired Shares or other cash or property upon the occurrence of Cause. No recovery of compensation under such a clawback policy will be an event giving rise to a Participant’s right to voluntarily terminate employment upon a “resignation for good reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company.

(vii)

ELECTRONIC DELIVERY AND PARTICIPATION. Any reference herein or in an Award Agreement to a “written” agreement or document will include any agreement or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access). By accepting any Award the Participant consents to receive documents by electronic delivery and to participate in the Plan through any on-line electronic system established and maintained by the Company or another third party selected by the Company. The form of delivery of any Shares (e.g., a share certificate or electronic entry evidencing such Shares) shall be determined by the Company.

(viii)

SHARE CERTIFICATES. All Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange on which such Shares or other securities are then listed, and any applicable federal, state, or local securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(ix)

AUSTRALIAN OFFER DOCUMENTS. To the extent an offer of an Award is made to an Eligible Person in Australia and to the extent such offer cannot be made in reliance on an exception under section 708 of the Corporations Act or under any other exception available under the Corporations Act, an offer of an Award to an Eligible Person in Australia must be made via an offer document that complies with Division 1A of Part 7.12 of the Corporations Act.

SECTION 7. AMENDMENT AND TERMINATION

The Plan shall terminate on the ten (10) year anniversary of its approval by the Board, but no such termination shall affect any outstanding grants under the Plan. Except to the extent prohibited by Applicable Law and unless otherwise expressly provided in an Award Agreement or in the Plan:

(a)

AMENDMENTS TO THE PLAN. The Board may amend, alter, suspend, discontinue, or terminate the Plan, in whole or in part; provided, however, that without the prior approval of the Company’s shareholders, no material amendment shall be made if shareholder approval is required by Applicable Law; and provided, further, that, notwithstanding any other provision of the Plan or any Award Agreement, no such amendment, alteration, suspension, discontinuation, or termination shall be made without the approval of the shareholders of the Company that would:

(i)

increase the total number of Shares available for Awards under the Plan, except as provided in Section 4 hereof;

(ii)

materially expand the class of Eligible Persons under the Plan, materially increase the benefits accruing to Participants under the Plan, materially extend the term of the Plan with respect to Share-based Awards, or expand the types of Share-based Awards available for issuance under the Plan; or

(iii)

except as provided in Section 4(b), permit Options, Share Appreciation Rights, or Other Share-Based Awards encompassing rights to purchase Shares to be repriced, replaced, or regranted through cancellation, or by lowering the exercise price of a previously granted Option or the grant price of a previously granted Share Appreciation Right, or the purchase price of a previously granted Other Share-Based Award.

(b)

AMENDMENTS TO AWARDS. The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue, or terminate, any Awards theretofore granted, prospectively or retroactively. No such action shall be taken that would impair the rights of any Participant, without such Participant’s consent, under any Award theretofore granted, provided that no such consent shall be required with respect to any such action if such action is taken under Section 6(a)(vi) hereof or if the Committee determines in its sole discretion that such amendment or alteration either (i) is required or advisable in order for the Company, the Plan or the Award to satisfy or conform to Applicable Law or to meet the requirements of any accounting standard, or (ii) is not reasonably likely to significantly diminish the benefits provided under such Award.

SECTION 8. GENERAL PROVISIONS

(a)

NO RIGHTS TO AWARDS. No Eligible Person, Participant or other Person shall have any claim to be granted any Award under the Plan, or, having been selected to receive an Award under this Plan, to be selected to receive a future Award, and further there is no obligation for uniformity of treatment of Eligible Persons, Participants, or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient.

(b)

WITHHOLDING. The Company or any Affiliate shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan the amount (in cash, Shares, other securities, or other Awards) of withholding taxes due in respect of an Award, its exercise, or any payment or transfer under such Award or under the Plan and to take such other action as may be necessary in the opinion of the Company or Affiliate to satisfy statutory withholding obligations for the payment of such taxes. Notwithstanding any provision of this Plan or an Award Agreement to the contrary, Participants are solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with Awards, and neither the Company, nor any Affiliate, nor any of their employees, directors, or agents, shall have any duty or obligation to mitigate, minimize, indemnify, or to otherwise hold any Participant harmless from any or all of such tax consequences. The Company’s obligation to deliver Shares (or to pay cash or other consideration) to Participants pursuant to Awards is at all times subject to such Participant’s prior or coincident satisfaction of all withholding taxes.

(c)

NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.

(d)

NO RIGHT TO EMPLOYMENT OR CONTINUED SERVICE. The grant of an Award shall not constitute an employment or services contract nor be construed as giving a Participant the right to be retained in the employ or services of the Company or any Affiliate. Further, the Company or an Affiliate may at any time dismiss a Participant from employment or services, free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.

(e)

GOVERNING LAW AND VENUE. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of Jersey, Channel Islands without regard to conflict of law. For purposes of litigating any dispute that arises directly or indirectly under the Plan, the parties to any Award Agreement agree to submit to the exclusive jurisdiction of Jersey, Channel Islands and agree that such litigation shall be conducted only in the courts of the Jersey, Chanel Islands and no other courts.

(f)

SEVERABILITY. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to Applicable Law, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person, or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.

(g)

NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.

(h)

NO FRACTIONAL SHARES. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be cancelled, terminated, or otherwise eliminated.

(i)

HEADINGS. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. .

(j)

NO REPRESENTATIONS OR COVENANTS WITH RESPECT TO TAX QUALIFICATION. Although the Company may endeavor to (i) qualify an Award for favorable tax treatment or (ii) avoid adverse tax treatment, the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment. The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on holders of Awards under the Plan. Notwithstanding the forgoing, this Plan, as it relates to Awards issued to Eligible Persons in Australia, is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (“Tax Act”) applies (subject to the conditions in the Tax Act), unless an offer of an Award to an Eligible Person in Australia provides that Subdivision 83A-C is not to apply to that Award.

(k)

AWARDS TO NON-JERSEY EMPLOYEES AND OTHER SERVICE PROVIDERS. The Committee shall have the power and authority to determine which Affiliates shall be covered by this Plan and which employees or other service providers outside Jersey, Channel Islands shall be eligible to participate in the Plan. The Committee may adopt, amend or rescind rules, procedures or sub-plans relating to the operation and administration of the Plan to accommodate the specific requirements of local laws, procedures, and practices. Without limiting the generality of the foregoing, the Committee is specifically authorized to adopt rules, procedures and sub-plans with provisions that limit or modify rights on death, Disability or on termination of Continuous Service; available methods of exercise or settlement of an Award; payment of income, social insurance contributions and payroll taxes; and the withholding procedures and handling of any share certificates or other indicia of ownership which vary with local requirements. The Committee may also adopt rules, procedures or sub-plans applicable to particular Affiliates or locations.

(l)

DATA PRIVACY. As a condition of receipt of any Award, each Participant explicitly and unambiguously consents to the collection, use, and transfer, in electronic or other form, of personal data as described in this section by and among, as applicable, the Company and its Affiliates for the exclusive purpose of implementing, administering, and managing this Plan and Awards and the Participant’s participation in this Plan. In furtherance of such implementation, administration, and management, the Company and its Affiliates may hold certain personal information about a Participant with respect to one or more Awards under the Plan, including, but not limited to, the Participant’s name, home address, telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title(s), information regarding any securities of the Company or any of its Affiliates, and details of all Awards (the “Data”). In addition to transferring the Data amongst themselves as necessary for the purpose of implementation, administration, and management of this Plan and Awards and the Participant’s participation in this Plan, the Company and its Affiliates each may transfer the Data to any third parties assisting the Company in the implementation, administration, and management of this Plan and Awards and the Participant’s participation in this Plan. Recipients of the Data may be located in the Participant’s country or elsewhere, and the Participant’s country and any given recipient’s country may have different data privacy laws and protections. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain, and transfer the Data, in electronic or other form, for the purposes of assisting the Company in the implementation, administration, and management of this Plan and Awards and the Participant’s participation in this Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Company or the Participant may elect to deposit any Shares. A Participant may, at any time, view the Data held by the Company with respect to such Participant, request additional information about the storage and processing of the Data with respect to such Participant, recommend any necessary corrections to the Data with respect to the Participant, or refuse or withdraw the consents herein in writing, in any case without cost, by contacting such Participant’s local human resources representative. The Company may cancel the Participant’s eligibility to participate in this Plan, and in the Committee’s discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws the consents described herein. For more information on the consequences of refusal to consent or withdrawal of consent, Participants may contact their local human resources representative.

(m)

NO DUTY TO NOTIFY. The Company shall have no duty or obligation to any Participant to advise such holder as to the time or manner of exercising an Award. Furthermore, the Company shall have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised.

Notwithstanding the foregoing to the contrary, the Company shall take reasonable steps to notify Participants holding then outstanding Awards regarding the occurrence of a Change in Control; provided, further, that if pursuant to the Change in Control outstanding Awards shall be cancelled for no consideration, such notice shall be provided at least five (5) business days prior to the occurrence of the Change in Control (or such shorter period as the Committee may determine is reasonable in its sole discretion taking into account the potential need for confidentiality with respect to a Change in Control). For purposes of the foregoing, the Company providing notice via email to (i) a Participant’s Company email address for Participants who are then in Continuous Service, or (ii) the personal email address in the Company’s personnel records for a Participant no longer in Continuous Service shall be deemed to be reasonable steps to notify a Participant on the part of the Company.

(n)

NO SHAREHOLDER RIGHTS. Neither a Participant nor any transferee or beneficiary of a Participant shall have any rights or status as a shareholder of the Company with respect to any Shares underlying any Award until the date of the Company’s register of members is updated to reflect the Participant’s (or transferee’s or beneficiary’s) status as a shareholder with respect to the Shares in accordance with the Company’s memorandum and articles of association and Applicable Law. Prior to the issuance of Shares or Restricted Shares pursuant to an Award, a Participant shall not have the right to vote or to receive dividends or any other rights as a shareholder with respect to the Shares underlying the Award (unless otherwise provided in the Award Agreement for Restricted Shares), notwithstanding its exercise in the case of Options and Share Appreciation Rights. No adjustment will be made for a dividend or other right that is determined based on a record date prior to the date on which the Participant's name is entered into the register of members of the Company with respect to the Shares, except as otherwise specifically provided for in this Plan or an Award Agreement.

(o)

COMPLIANCE WITH LAWS. The granting of Awards and the issuance of Shares under the Plan shall be subject to all Applicable Law. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under the Plan prior to:

(i)

obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and

(ii)

completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable or at a time when any such registration or qualification is not current, has been suspended or otherwise has ceased to be effective.

The inability or impracticability of the Company to obtain or maintain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. Notwithstanding anything to the contrary herein or in any Award Agreement, the Committee shall have the absolute discretion to impose a “blackout” period on the exercise of any Option or Share Appreciation Right, as well as the settlement of any Award, with respect to any or all Participants to the extent the Committee determines that doing so is desirable or required to comply with applicable securities laws.

SECTION 9. ADOPTION DATE; EFFECTIVE DATE

The Plan will come into existence on the Adoption Date, but no Award may be granted prior to the Effective Date.

Exhibit 4.19

Metals Acquisition Limited
2023 Employee Stock Purchase Plan

Adopted by the Board of Directors: June 6, 2023
Approved by the Shareholders: June 12, 2023

1. General; Purpose.

(a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase Shares. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees.

(b) The Company, by means of the Plan, seeks to retain the services of such Employees, to secure and retain the services of new Employees and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Designated Companies.

2. Administration.

(a) The Board will administer the Plan unless and until the Board delegates administration of the Plan to a Committee or Committees, as provided in Section 2(c). References herein to the Board shall be deemed to refer to the Committee where such administration has been delegated.

(b) The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i) to determine how and when Purchase Rights will be granted and the provisions of each Offering (which need not be identical);

(ii) to designate from time to time which Affiliates will be eligible to participate in the Plan as Designated Companies;

(iii) to construe and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it deems necessary or expedient to make the Plan fully effective;

(iv) to settle all controversies regarding the Plan and Purchase Rights granted under the Plan;

(v) to suspend or terminate the Plan at any time as provided in Section 12(b);

(vi) to amend the Plan at any time as provided in Section 12(a); and

(vii) to adopt such rules, procedures and sub-plans as are necessary or appropriate to permit or facilitate participation in the Plan by Employees who are foreign nationals or employed or located outside Jersey, Channel Islands. Without limiting the foregoing, the Board specifically is authorized to adopt rules, procedures, and sub-plans regarding, without limitation, eligibility to participate in the Plan, the definition of Compensation, handling and making of Contributions, establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling of share issuances, any of which may vary according to applicable requirements.

(c) The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. Whether or not the Board has delegated administration of the Plan to a Committee, the Board will have the final power to determine all questions of policy and expediency that may arise in the administration of the Plan.

(d) All determinations, interpretations and constructions made by the Board in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons.

3. Shares Subject to the Plan.

(a) Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the maximum number of Shares that may be issued under the Plan will not exceed 1,522,991 Shares, plus the number of Shares that are automatically added on January 1st of each year for a period of up to five years, commencing on the first January 1st following the year in which the Plan is adopted and ending on (and including) January 1, 2027, in an amount equal one percent (1%) of the total number of issued and outstanding Shares on December 31^st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year to provide that there will be no January 1st increase in the share reserve for such calendar year or that the increase in the share reserve for such calendar year will be a lesser number of Shares than would otherwise occur pursuant to the preceding sentence.

(b) If any Purchase Right granted under the Plan terminates without having been exercised in full, the Shares not purchased under such Purchase Right will again become available for issuance under the Plan.

(c) The shares purchasable under the Plan will be authorized but unissued Shares, including shares repurchased by the Company on the open market.

(d) The number of shares of Common Stock available for issue under the Plan in accordance with paragraph (a) above to Eligible Employees in Australia made in reliance on Division 1A of Part 7.12 of the Corporations Act 2001 (Cth) (“Corporations Act”) shall not exceed the maximum number permitted to be issued in reliance on that Division unless otherwise authorised under Australian law.

4. Grant of Purchase Rights; Offering.

(a) The Board may from time to time grant or provide for the grant of Purchase Rights to Eligible Employees under an Offering (consisting of one or more Purchase Periods) on an Offering Date or Offering Dates selected by the Board. Each Offering will be in such form and will contain such terms and conditions as the Board will deem appropriate. The terms and conditions of an Offering shall be incorporated by reference into the Plan and treated as part of the Plan. The provisions of separate Offerings need not be identical, but each Offering will include (through incorporation of the provisions of this Plan by reference in the document comprising the Offering or otherwise) the period during which the Offering will be effective, and the substance of the provisions contained in Sections 5 through 8, inclusive. The Company may impose restrictions on eligibility and participation of Eligible Employees who are officers and directors to facilitate compliance with federal or state securities laws or foreign laws.

(b) If a Participant has more than one Purchase Right outstanding under the Plan, unless he or she otherwise indicates in forms delivered to the Company: (i) each form will apply to all of his or her Purchase Rights under the Plan (and, if there is more than one such form, the latest filed form will apply unless otherwise indicated), and (ii) a Purchase Right with a lower exercise price (or an earlier-granted Purchase Right, if different Purchase Rights have identical exercise prices) will be exercised to the fullest possible extent before a Purchase Right with a higher exercise price (or a later-granted Purchase Right if different Purchase Rights have identical exercise prices) will be exercised.

(c) The Board will have the discretion to structure an Offering so that if the Fair Market Value of a Class A Share on the first Trading Day of a new Purchase Period within that Offering is less than or equal to the Fair Market Value of a Class A Share on the Offering Date for that Offering, then (i) that Offering will terminate immediately as of that first Trading Day, and (ii) the Participants in such terminated Offering will be automatically enrolled in a new Offering beginning on the first Trading Day of such new Purchase Period.

(d) To the extent an Offering is made to Eligible Employees in Australia, paragraphs (a) through (c) above apply, provided that to the extent an Offering cannot be made to an Eligible Employee in reliance on an exception under section 708 of the Corporations Act or under any other exception available under the Corporations Act, an Offering must be made via an offer document that complies with Division 1A of Part 7.12 of the Corporations Act.

5. Eligibility.

(a) Purchase Rights may be granted only to Employees of the Company or, as the Board may designate in accordance with Section 2(b), to Employees of a Designed Company. Except as provided in Section 5(b) or as required by applicable law, an Employee will not be eligible to be granted Purchase Rights unless, on the Offering Date, the Employee has been in the employ of the Company or the Designed Company, as the case may be, for such continuous period preceding such Offering Date as the Board may require.

(b) The Board may provide that each person who, during the course of an Offering, first becomes an Eligible Employee will, on a date or dates specified in the Offering that coincides with the day on which such person becomes an Eligible Employee or which occurs thereafter, receive a Purchase Right under that Offering, which Purchase Right will thereafter be deemed to be a part of that Offering. Such Purchase Right will have the same characteristics as any Purchase Rights originally granted under that Offering, as described herein, except that:

(i) the date on which such Purchase Right is granted will be the “Offering Date” of such Purchase Right for all purposes, including determination of the exercise price of such Purchase Right;

(ii) the period of the Offering with respect to such Purchase Right will begin on its Offering Date and end coincident with the end of such Offering; and

(iii) the Board may provide that if such person first becomes an Eligible Employee within a specified period of time before the end of the Offering, he or she will not receive any Purchase Right under that Offering.

(c) No Employee will be eligible for the grant of any Purchase Rights if, immediately after any such Purchase Rights are granted, such Employee owns shares possessing five percent or more of the total combined voting power or nominal value of the authorized issued share capital of the Company or of any Designated Company.

(d) Officers of the Company and any Designated Company, if they are otherwise Eligible Employees, will be eligible to participate in Offerings under the Plan.

(e) Notwithstanding anything in this Section 5 to the contrary, an Eligible Employee (or group of Eligible Employees) may be excluded from participation in the Plan or an Offering if the Board has determined, in its sole discretion, that participation of such Eligible Employee(s) is not advisable or practical for any reason.

6. Purchase Rights; Purchase Price.

(a) On each Offering Date, each Eligible Employee, pursuant to an Offering made under the Plan, will be granted a Purchase Right to purchase up to 25,000 Shares (or such lesser number of shares determined by the Board prior to the commencement of the Offering), but not exceeding 15% (or such lesser percentage determined by the Board prior to the commencement of an Offering) of such Employee’s Compensation during the period that begins on the Offering Date (or such later date as the Board determines for a particular Offering) and ends on the date stated in the Offering, which date will be no later than the end of the Offering.

(b) The Board will establish one or more Purchase Dates during an Offering on which Purchase Rights granted for that Offering will be exercised and Shares will be purchased in accordance with such Offering. Unless the Board determines otherwise, Offerings and Purchase Periods shall be concurrent six-month periods, commencing on January 1 and July 1 of each year, with the first such Offering and Purchase Period commencing on January 1, 2022.

(c) In connection with each Offering made under the Plan, the Board may specify (i) a maximum number of Shares that may be purchased by any Participant on any Purchase Date during such Offering, (ii) a maximum aggregate number of Shares that may be purchased by all Participants pursuant to such Offering and/or (iii) a maximum aggregate number of Shares that may be purchased by all Participants on any Purchase Date under the Offering. Unless the Board determines otherwise, the maximum number of shares that all Participants may purchase in the aggregate on any Purchase Date is ten percent (10%) of the available shares reserved under this Plan as of the date of the commencement of the Offering. If the aggregate purchase of Shares issuable on exercise of Purchase Rights granted under the Offering would exceed any such maximum aggregate number, then, in the absence of any Board action otherwise, a pro rata (based on each Participant’s accumulated Contributions) allocation of the Shares (rounded down to the nearest whole share) available will be made in as nearly a uniform manner as will be practicable and equitable.

(d) The purchase price of Shares acquired pursuant to Purchase Rights will not be less than the lesser of:

(i) an amount equal to 85% of the Fair Market Value of the Shares on the Offering Date; or

(ii) an amount equal to 85% of the Fair Market Value of the Shares on the applicable Purchase Date.

7. Participation; Withdrawal; Termination.

(a) An Eligible Employee may elect to participate in an Offering and authorize payroll deductions as the means of making Contributions by completing and delivering to the Company, within the time specified in the Offering, an enrollment form provided by the Company. The enrollment form will specify the amount of Contributions not to exceed the maximum amount specified by the Board. To the extent any Participant is an Eligible Employee in Australia, such Participant’s Contributions must be held in a dedicated trust account established by the Company with an authorised deposit-taking institution in Australia to the extent required by Division 1A of Part 7.12 of the Corporations Act. Each Participant’s Contributions will be credited to a bookkeeping account for such Participant under the Plan and will be deposited with the general funds of the Company except where applicable law or regulations requires that Contributions be deposited with a third party. If permitted in the Offering, a Participant may begin such Contributions with the first payroll occurring on or after the Offering Date (or, in the case of a payroll date that occurs after the end of the prior Offering but before the Offering Date of the next new Offering, Contributions from such payroll will be included in the new Offering). If permitted in the Offering, a Participant may thereafter reduce (including to zero) or increase his or her Contributions. Except as otherwise determined by the Board, a Participant only will be permitted to increase or reduce his or her Contributions once per Offering. If required under applicable law or regulations or if specifically provided in the Offering, in addition to or instead of making Contributions by payroll deductions, a Participant may make Contributions through payment by cash, check or wire transfer prior to a Purchase Date.

(b) During an Offering, a Participant may cease making Contributions and withdraw from the Offering by delivering to the Company a withdrawal form provided by the Company. The Company may impose a deadline before a Purchase Date for withdrawing. On such withdrawal, such Participant’s Purchase Right in that Offering will immediately terminate, and the Company will distribute as soon as practicable to such Participant all of his or her accumulated but unused Contributions, without interest or earnings (unless otherwise required by applicable law) and such Participant’s Purchase Right in that Offering shall thereupon terminate. A Participant’s withdrawal from that Offering will have no effect on his or her eligibility to participate in any other Offerings under the Plan, but such Participant will be required to deliver a new enrollment form to participate in subsequent Offerings.

(c) Unless otherwise required by applicable law or regulations, Purchase Rights granted pursuant to any Offering under the Plan will terminate immediately if the Participant either (i) is no longer an Employee for any reason or for no reason (subject to any post-employment participation period required by applicable law) or (ii) is otherwise no longer eligible to participate. The Company will distribute as soon as practicable to such individual all of his or her accumulated but unused Contributions without interest or earnings (unless otherwise required by applicable law).

(d) Unless otherwise determined by the Board, a Participant whose employment transfers or whose employment terminates with an immediate rehire (with no break in service) by or between the Company and a Designated Company or between Designated Companies will not be treated as having terminated employment for purposes of participating in the Plan or an Offering.

(e) During a Participant’s lifetime, Purchase Rights will be exercisable only by such Participant. Purchase Rights are not transferable by a Participant, except by will, by the laws of descent and distribution or, if permitted by the Company, by a beneficiary designation as described in Section 10.

(f) Unless otherwise specified in the Offering or required by applicable law or regulations, the Company will have no obligation to pay interest on Contributions.

8. Exercise of Purchase Rights.

(a) On each Purchase Date, each Participant’s accumulated Contributions will be applied to the purchase of Shares, up to the maximum number of Shares permitted by the Plan and the applicable Offering, at the purchase price specified in the Offering. No fractional shares will be issued unless specifically provided for in the Offering. Unless the Board determines otherwise, shares will be issued to and held under the name of a Plan Broker designated by the Company or to a designated agent of the Company, and the Company may utilize electronic or automated methods of share transfer. Unless the Board determines otherwise, a Participant must retain such shares with the Plan Broker until the later of the two-year anniversary of the date of grant of the associated Purchase Rights or the one-year anniversary of the exercise date of the associated Purchase Rights, but unless the Board elects to restrict dispositions during such period, a Participant may sell the shares at any time after the shares are issued to a Plan Broker.

(b) Unless otherwise provided in the Offering, if any amount of accumulated Contributions remains in a Participant’s account after the purchase of Shares on the final Purchase Date of an Offering, then such remaining amount will not roll over to the next Offering and will instead be distributed in full to such Participant as soon as practicable after the final Purchase Date of such Offering without interest or earnings (unless otherwise required by applicable law or regulations).

(c) No Purchase Rights may be exercised to any extent unless the Shares to be issued on such exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act, and the Plan is in material compliance with all applicable U.S. federal, state, foreign and other securities and other laws applicable to the Plan. If on a Purchase Date the Shares are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on such Purchase Date, and the Purchase Date will be delayed until the Shares are subject to such an effective registration statement, and the Plan is in material compliance. If, on the Purchase Date, as delayed to the maximum extent permissible, the Shares are not registered and the Plan is not in material compliance with all applicable laws and regulations, as determined by the Company in its sole discretion, no Purchase Rights will be exercised and all accumulated but unused Contributions will be distributed to the Participants without interest.

9. Covenants of the Company.

The Company will seek to obtain from each U.S. federal, state, foreign or other regulatory commission or agency or governmental body having jurisdiction over the Plan such authority as may be required to grant Purchase Rights and issue and sell Shares thereunder unless the Company determines, in its sole discretion, that doing so is not practical or would cause the Company to incur costs that are unreasonable. If, after commercially reasonable efforts, the Company is unable to obtain the authority that counsel for the Company deems necessary for the grant of Purchase Rights or the lawful issuance and sale of Shares under the Plan, and at a commercially reasonable cost, the Company will be relieved from any liability for failure to grant Purchase Rights and/or to issue and sell Shares on exercise of such Purchase Rights.

10. Designation of Beneficiary.

(a) The Company may, but is not obligated to, permit a Participant to submit a form designating a beneficiary who will receive any Shares and/or Contributions from the Participant’s account under the Plan if the Participant dies before such shares and/or Contributions are delivered to the Participant. The Company may, but is not obligated to, permit the Participant to change such designation of beneficiary. Any such designation and/or change must be on a form approved by the Company.

(b) If a Participant dies, and in the absence of a valid beneficiary designation, the Company will deliver any Shares and/or Contributions to the executor or administrator of the estate of the Participant. If no executor or administrator has been appointed (to the knowledge of the Company), the Company, in its sole discretion, may issue or deliver (as the case may be) such Shares and/or Contributions, without interest, to the Participant’s spouse, dependents or relatives, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

11. Adjustments on Changes in Shares; Corporate Transactions.

(a) In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities reserved automatically each year pursuant to Section 3(a), (iii) the class(es) and number of securities subject to, and the purchase price applicable to outstanding Offerings and Purchase Rights, and (iv) the class(es) and number of securities that are the subject of the purchase limits under each ongoing Offering. The Board will make these adjustments, and its determination will be final, binding and conclusive.

(b) In the event of a Corporate Transaction, then: (i) any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue outstanding Purchase Rights or may substitute similar rights (including a right to acquire the same consideration paid to the shareholders in the Corporate Transaction) for outstanding Purchase Rights, or (ii) if any surviving or acquiring corporation (or its parent company) does not assume or continue such Purchase Rights or does not substitute similar rights for such Purchase Rights, then the Participants’ accumulated Contributions will be used to purchase Shares (rounded down to the nearest whole share) within ten business days prior to the Corporate Transaction under the outstanding Purchase Rights, and the Purchase Rights will terminate immediately after such purchase.

12. Amendment, Termination or Suspension of the Plan.

(a) The Board may amend the Plan at any time in any respect the Board deems necessary or advisable. However, except as provided in Section 11(a) relating to Capitalization Adjustments, shareholder approval will be required for any amendment of the Plan for which shareholder approval is required by applicable law, regulations or listing requirements.

(b) The Board may suspend or terminate the Plan at any time. No Purchase Rights may be granted under the Plan while the Plan is suspended or after it is terminated.

(c) Any benefits, privileges, entitlements and obligations under any outstanding Purchase Rights granted before an amendment, suspension or termination of the Plan will not be materially impaired by any such amendment, suspension or termination except (i) with the consent of the person to whom such Purchase Rights were granted, (ii) as necessary to comply with any laws, listing requirements, or governmental regulations including without limitation any such regulations or other guidance that may be issued or amended after the date the Plan is adopted by the Board, or (iii) as necessary to obtain or maintain favorable tax, listing, or regulatory treatment. Notwithstanding anything in the Plan or any Offering Document to the contrary, the Board will be entitled to: (i) establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars; (ii) permit Contributions in excess of the amount designated by a Participant in order to adjust for mistakes in the Company’s processing of properly completed Contribution elections; (iii) establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Shares for each Participant properly correspond with amounts withheld from the Participant’s Contributions; and (iv) establish other limitations or procedures as the Board determines in its sole discretion advisable that are consistent with the Plan. The actions of the Board pursuant to this paragraph will not be considered to alter or impair any Purchase Rights granted under an Offering as they are part of the initial terms of each Offering and the Purchase Rights granted under each Offering.

13. Tax Qualification; Tax Withholding.

(a) Although the Company may endeavor to (i) qualify a Purchase Right for special tax treatment or avoid adverse tax treatment, the Company makes no representation to that effect and expressly disavows any covenant to maintain special or to avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan. The Company will be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants.

(b) Each Participant will make arrangements, satisfactory to the Company and any applicable Designated Company, to enable the Company or the Designated Company to fulfill any withholding obligation for Tax-Related Items. Without limitation to the foregoing, in the Company’s sole discretion and subject to applicable law, such withholding obligation may be satisfied in whole or in part by (i) withholding from the Participant’s salary or any other cash payment due to the Participant from the Company or a Designated Company; (ii) withholding from the proceeds of the sale of Shares acquired under the Plan, either through a voluntary sale or a mandatory sale arranged by the Company; or (iii) any other method deemed acceptable by the Board. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied.

(c) This Plan, as it relates to Purchase Right issued to a Participant who is an Eligible Employee in Australia, is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (“Tax Act”) applies (subject to the conditions in the Tax Act), unless the Offering provides that Subdivision 83A-C is not to apply to that Purchase Right.

14. Effective Date of Plan; Term of Plan

The Plan will become effective immediately prior to and contingent on the occurrence of the Closing Date. No Purchase Rights will be exercised unless and until the Plan has been approved by the shareholders of the Company, which approval must be within 12 months before or after the date the Plan is adopted (or if required under Section 12(a) above, materially amended) by the Board. If not terminated earlier pursuant to Section 12, the Plan will have a term that expires on the tenth anniversary of its adoption by the Board.

15. Miscellaneous Provisions.

(a) Proceeds from the sale of Shares pursuant to Purchase Rights will constitute general funds of the Company.

(b) A Participant will not be deemed to be the holder of, or to have any of the rights of a holder with respect to, Shares subject to Purchase Rights unless and until the Participant’s Shares acquired on exercise of Purchase Rights are recorded in the register of members of the Company or branch register maintained by its transfer agent.

(c) The Plan and Offering do not constitute an employment contract. Nothing in the Plan or in the Offering will in any way alter the at-will nature of a Participant’s employment, if applicable, or be deemed to create in any way whatsoever any obligation on the part of any Participant to continue in the employ of the Company, a Designated Company or an Affiliate, or on the part of the Company, a Designated Company or an Affiliate to continue the employment of a Participant.

(d) This Plan and all determinations made and actions taken pursuant to this Plan shall be governed by the internal laws of the Jersey, Channel Islands, without giving effect to principles of conflicts of laws, and construed accordingly.

(e) If any particular provision of the Plan is found to be invalid or otherwise unenforceable, such provision will not affect the other provisions of the Plan, but the Plan will be construed in all respects as if such invalid provision was omitted.

(f) If any provision of the Plan does not comply with applicable law or regulations, such provision shall be construed in such a manner as to comply with applicable law or regulations.

16. Definitions.

As used in the Plan, the following definitions will apply to the capitalized terms indicated below:

(a) “Affiliate” means any entity, whether now or subsequently established, which is at the time of determination, a “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 promulgated under the Securities Act. The Board may determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition.

(b) “Board” means the Board of Directors of the Company.

(c) “Capitalization Adjustment” means any change that is made in, or other events that occur with respect to, the Shares subject to the Plan or subject to any Purchase Right after the date the Plan is adopted by the Board without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, share dividend, dividend in property other than cash, large nonrecurring cash dividend, share subdivision, liquidating dividend, share consolidation, exchange of shares, change in corporate structure or other similar equity restructuring transaction, as that term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.

(d) “Closing Date” means the date of the closing of the transactions contemplated by that certain Share Sale Agreement, as amended by the Deed of Consent and Covenant, dated as of November 22, 2022, as supplemented by the CMPL Share Sale Agreement Side Letter, dated as of April 21, 2023, as further supplemented by the CMPL Share Sale Agreement Side Letter, dated May 31, 2023, as further supplemented by the CMPL Share Sale Agreement Side Letter, dated June 2, 2023, and as further supplemented, or otherwise modified from time to time, by and among the Company and the other parties thereto.

(e) “Committee” means a committee of one or more members of the Board to whom authority has been delegated by the Board in accordance with Section 2(c).

(f) “Company” means Metals Acquisition Limited, a public limited company incorporated under the laws of Jersey, Channel Islands or any successor to all or substantially all of its businesses by merger, amalgamation, consolidation, purchase of assets or otherwise.

(g) “Compensation” means an Eligible Employee’s cash compensation, including, without limitation, regular and recurring straight time gross earnings, payments for overtime and shift premium, as well as cash payments for incentive compensation, bonuses and other similar compensation. The Board or the Committee, may, on a uniform and nondiscriminatory basis, establish a different definition of Compensation for an Offering prior to the commencement of such Offering.

(h) “Contributions” means the payroll deductions and other additional payments specifically provided for in the Offering that a Participant contributes to fund the exercise of a Purchase Right. A Participant may make additional payments into his or her account if specifically provided for in the Offering, and then only if the Participant has not already had the maximum permitted amount withheld during the Offering through payroll deductions.

(i) “Corporate Transaction” means the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events:

(i) a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of the Company and its subsidiaries;

(ii) a sale or other disposition of the outstanding voting securities of the Company representing 50% or more of the combined voting power of the outstanding voting securities of the Company;

(iii) a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

(iv) a merger, consolidation or similar transaction following which the Company is the surviving corporation but the Class A Ordinary Shares issued and outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.

(j) “Designated Company” means any Affiliate selected by the Board to participate in the Plan.

(k) “Director” means a member of the Board.

(l) “Eligible Employee” means an Employee who meets the requirements set forth in the document(s) governing the Offering for eligibility to participate in the Offering, provided that such Employee also meets the requirements for eligibility to participate set forth in the Plan.

(m) “Employee” means any person who is the Company’s or a Designated Company’s employee. Notwithstanding anything to the contrary in this Plan, service solely as a Director, or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan. For purposes of an individual’s participation in, or other rights under the Plan, all determinations by the Company shall be final, binding and conclusive, notwithstanding that any court of law or governmental agency subsequently makes a contrary determination.

(n) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder.

(o) “Fair Market Value” means, as of any date, the value of the Shares is determined as follows:

(i) if the Shares are listed on any established stock exchange or traded on any established market, the Fair Market Value of a Class A Share will be the closing sales price for such shares as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Shares) on the date of determination, as reported in such source as the Board deems reliable. Unless otherwise provided by the Board, if there is no closing sales price for the Shares on the date of determination, then the Fair Market Value will be the closing sales price on the last preceding date for which such quotation exists; and

(ii) in the absence of such markets for the Shares, the Fair Market Value will be determined by the Board in good faith in compliance with applicable laws.

(p) “Offering” means the grant to Eligible Employees of Purchase Rights, with the exercise of those Purchase Rights automatically occurring at the end of one or more Purchase Periods. The terms and conditions of an Offering will generally be set forth in the “Offering Document” approved by the Board for that Offering.

(q) “Offering Date” means a date selected by the Board for an Offering to commence.

(r) “Officer” means a person who is an officer of the Company or a Designed Company within the meaning of Section 16 of the Exchange Act.

(s) “Participant” means an Eligible Employee who holds an outstanding Purchase Right.

(t) “Plan” means this Metals Acquisition Limited 2023 Employee Stock Purchase Plan.

(u) “Plan Broker” means a broker designated by the Company.

(v) “Purchase Date” means one or more dates during an Offering selected by the Board on which Purchase Rights will be exercised and on which purchases of Shares will be carried out in accordance with such Offering.

(w) “Purchase Period” means a period of time specified within an Offering, generally beginning on the Offering Date or on the first Trading Day following a Purchase Date and ending on a Purchase Date. An Offering may consist of one or more Purchase Periods.

(x) “Purchase Right” means an option to purchase Shares granted pursuant to the Plan.

(y) “Securities Act” means the U.S. Securities Act of 1933, as amended.

(z) “Shares” means the ordinary shares of a par value of US$0.0001 each in the Company.

(aa) “Tax-Related Items” means any income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items arising out of or in relation to a Participant’s participation in the Plan, including, but not limited to, the exercise of a Purchase Right and the receipt of Shares or the sale or other disposition of Shares acquired under the Plan.

(bb) “Trading Day” means any day on which the exchange(s) or market(s) on which Shares are listed, including but not limited to the New York Stock Exchange, Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market or any successors thereto, is open for trading.

Exhibit 4.20

Metals Acquisition Limited

Non-Employee Directors Deferred Share Unit Plan

Non-Employee Directors Deferred Unit Plan

TABLE OF CONTENTS

1          PURPOSE OF THE PLAN	2

2          DEFINITIONS	2

3          ADMINISTRATION OF THE PLAN	4

4          GRANTS OF DUS	4

5          ACCOUNTS	5

6          REDEMPTION AND PAYMENT OF DSUS	5

7         ADJUSTMENT ON ALTERATION OF SHARE CAPITAL	6

8         REGULATORY APPROVAL	7

9         MISCELLANEOUS	7

10      EFFECTIVE DATE, AMENDMENT AND TERMINATION	7

Page 1 of 10

Non-Employee Directors Deferred Unit Plan

PURPOSE OF THE PLAN

1.1

The purpose of the Plan is to promote the alignment of interests between the Designated Participants of the Corporation and the shareholders of the Corporation and to provide an equity component to the Non-Employee Director’s total compensation package designed to attract and retain qualified directors.

DEFINITIONS

2.1

For the purposes of the Plan, the following terms have the respective meanings set forth below:;

(a)

““Board” means the board of directors of the Corporation;

(b)

Committee” means the Compensation Committee of the Board constituted by the Board or such other Committee constituted by the Board from time to time to oversee the remuneration framework of the Company and if none is so constituted, the full Board

(c)

“Corporation” means Metals Acquisition Limited, a public limited company incorporated under the laws of Jersey, Channel Islands;

(d)

“Deferred Unit Account” has the meaning ascribed thereto in Subsection 5.1;

(e)

“Deferred Share Units” or “DSUs” means a bookkeeping entry, denominated in Shares, credited to the Deferred Share Unit Account of a Designated Participant in accordance with the provisions hereof;

(f)

“Designated Participant” means a Non-Employee Director;

(g)

“Designated Participant’s Acknowledgement” means a designated participant’s acknowledgement in the form of Schedule A - Designated Participant’s Acknowledgement attached hereto or in such form as approved by the Board;

(h)

“Estate” means the executor or administrator or other legal representative of the Designated Participant’s estate or such other person that has acquired rights to DSUs directly from the Designated Participant by bequest or inheritance, will or by the laws governing the devolution of property in the event that the Designated Participant was a Non-Employee Director at the time of his or her death;

(i)

“Exchange” means any principal exchange upon which the Shares are listed;

(j)

“Grant Date” has the meaning ascribed thereto in Subsection 4.1;

(k)

“Market Value” of a Deferred Share Unit or a Share means on any given date, the closing price per share of the Shares, on the Exchange on the Trading Day immediately preceding the relevant date and if there was no closing price on the Exchange on such date, then the last closing price prior thereto, provided that if the Shares are suspended from trading or have not traded on the Exchange for an extended period of time, then the market value will be the fair market value of a Share as determined by the Board in its sole discretion;

Page 2 of 10

Non-Employee Directors Deferred Unit Plan

(l)

“Non-Employee Director” means a member of the Board of Directors of the Corporation who is not also an employee of the Corporation;

(m)

“Permitted Transferee” of a Designated Participant means:

a trustee, custodian, or administrator acting on behalf of, or for the benefit of, the Designated Participant, or

ii.

a corporation, company, partnership, trust, or fund, whether incorporated or not, that is controlled by the Designated Participant, or, of which the Designated Participant is the sole beneficiary or a beneficiary together with a spouse; or

iii.

a retirement account or retirement fund established by and for the benefit of the Designated Participant;

iv.

an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative of the Designated Participant;

(n)

“Plan” or “Deferred Share Unit Plan” means this Non-Employee Directors Deferred Share Unit Plan of the Corporation, as may be amended and/or restated from time to time;

(o)

“Redemption Date” has the meaning ascribed thereto in Subsection 6.2;

(p)

“Regulators” has the meaning ascribed thereto in Subsection 8.1;

(q)

“Share” means, subject to Section 7 hereof, an ordinary share of the Corporation as constituted on the date hereof and includes any rights attached thereto which trade therewith;

(r)

“Termination Date” means the earliest date on which both of the following conditions are satisfied:

the date on which a Designated Participant ceases to be a member of the Board for any reason whatsoever including resignation, disability, death, retirement, or loss of office as a director; and

ii.

the date on which a Designated Participant is neither an employee nor a member of the board of directors of the Corporation.

(s)

“Trading Day” means any day on which the Exchange is open for trading of Shares provided that if the Shares are no longer listed on any stock exchange, means any day which is a business day in _____________________;

(t)

“Triggering Date” has the meaning ascribed thereto in Subsection 6.1;

2.2

Unless otherwise indicated, all dollar amounts referred to in this Plan are in __________________ funds.

Page 3 of 10

Non-Employee Directors Deferred Unit Plan

2.3

As used in this Plan,

(a)

unless the context otherwise requires, words importing the masculine gender shall include the feminine and neuter genders and words importing the singular shall include the plural and vice versa;

(b)

unless the context otherwise requires, the expressions “herein”, “hereto”, “hereof”,” hereunder” or other similar terms refer to the Plan as a whole, together with the schedules, and references to a Section, Subsection or Schedule by number or letter or both refer to the Section, Subsection or Schedule, respectively, bearing that designation in the Plan; and

(c)

the term “include” (or words of similar import) is not limiting whether or not non-limiting language (such as “without limitation” or words of similar import) is used with reference thereto.

ADMINISTRATION OF THE PLAN

3.1

The Plan shall be administered by the Committee.

3.2

The Committee will make periodic recommendations to the Board as to the grant of DSUs. DSUs shall be granted by the Board in its sole discretion.

3.3

In addition to the powers granted to the Board under the Plan and subject to the terms of the Plan, the Board shall have full and complete authority to grant DSUs, interpret the Plan, to prescribe such rules and regulations as it deems necessary for the proper administration of the Plan and to make such determinations and to take such actions in connection therewith as it deems necessary or advisable. Any such interpretation, rule, determination or other act of the Board shall be conclusively binding upon all persons.

3.4

The Board may authorize one or more officers of the Corporation to execute and deliver and to receive documents on behalf of the Corporation.

GRANTS OF DUS

4.1

Subject to the provisions of the Plan, the Board from time to time, will determine the date on which such DSUs are to be granted (the “Grant Date”). The Board shall also determine, in its sole discretion, in connection with each grant of DSUs:

(a)

the number of DSUs to be granted; and

(b)

such other terms and conditions (which need not be identical and which, without limitation, may include non-competition provisions) of all DSUs covered by any grant.

4.2

No certificates shall be issued with respect to DSUs. However, upon the grant of a DSU, the Designated Participant shall execute a Designated Participant’s Acknowledgement which shall set out the name of the Designated Participant, the number of DSUs, the Grant Date, and such other terms and conditions as the Board may deem appropriate. Unless otherwise provided in a Designated Participant’s Acknowledgement, DSUs shall be fully vested when granted.

4.3

Notwithstanding any other provision of the Plan, subject to the provisions of Section 7 relating to capitalization adjustments, the maximum number of Class A Shares that may be issued under the Plan will not exceed 1,552,991 Shares, plus the number of Class A Shares that are automatically added on January 1st of each year for a period of up to five years, commencing on the first January 1st following the year in which the Plan is adopted and ending on (and including) January 1, 2027, in an amount equal one percent (1%) of the total number of issued and outstanding Class A Shares on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year to provide that there will be no January 1st increase in the share reserve for such calendar year or that the increase in the share reserve for such calendar year will be a lesser number of Class A Shares than would otherwise occur pursuant to the preceding sentence.

Page 4 of 10

Non-Employee Directors Deferred Unit Plan

ACCOUNTS

5.1

An account, to be known as a “Deferred Share Unit Account”, shall be maintained by the Corporation for each Designated Participant and shall be credited with such notional grants of Deferred Share Units as are granted to or otherwise credited to a Designated Participant from time to time. The Designated Participant’s Deferred Share Unit Account shall indicate the number of Deferred Share Units which have been credited to such account from time to time in accordance with the terms herein.

5.2

Whenever cash dividends are paid on the Shares, additional DSUs will be credited to the Designated Participant’s Deferred Share Unit Account in accordance with this Subsection 5.2. The number of such additional DSUs will be calculated by dividing the total cash dividends that would have been paid to such Designated Participant if the DSUs recorded in the Designated Participant’s Deferred Share Unit Account as at the record date for the dividend had been Shares by the Market Value on the Trading Day immediately after the record date, rounded down to the next whole number of DSU. No fractional DSU will thereby be created.

5.3

Deferred Share Units that are redeemed in accordance with the Plan shall be cancelled and shall cease to be recorded in the Designated Participant’s Deferred Share Unit Account as of the date on which such Deferred Share Units are redeemed, and the Designated Participant will have no further right, title or interest in such Deferred Share Units.

5.4

A DSU is a personal and right to the Designated Participant and is non-assignable and non-transferable other than to a Permitted Transferee or by will or by the laws governing the devolution of property in the event of death of the Designated Participant. Provided the Designated Participant was a Non-Employee Director at the time of his or her death, the Estate can continue participation in the Plan as representative of the Designated Participant. However, the death of a Designated Participant results in a Termination Date for purposes of the Plan and the Estate will receive payment after death pursuant to the rights of the Designated Participant in the Plan as set forth herein.

REDEMPTION AND PAYMENT OF DUS

6.1

Deferred Share Units will be redeemable and the value thereof payable upon the Termination Date (the “Triggering Date”).

6.2

On the Triggering Date of Deferred Units (the “Redemption Date”), the Designated Participant (or, subject to Subsection 6.4, his Estate) who is the holder of such Deferred Share Units will be deemed to have automatically caused the Corporation to redeem all such redeemable Deferred Share Units held in his Deferred Share Unit Account as at the Redemption Date.

Page 5 of 10

Non-Employee Directors Deferred Unit Plan

6.3

Fifteen (15) Trading Days after the Redemption Date and the deemed redemption of such Deferred Share Units pursuant to Section 6.2, but no later than December 31 of the calendar year in which the Redemption Date of a Deferred Share Unit occurred, the Designated Participant (or his Estate) shall have the right to receive, and shall receive, with respect to all such Deferred Share Units held in his Deferred Share Unit Account as at the Redemption Date the Market Value of such Deferred Share Units as of the Redemption Date. Settlement may be made in Shares, cash or any combination of the foregoing. Unless otherwise provided in the Designated Participant’s Acknowledgement, settlement shall be made in Shares.

6.4

If the Triggering Date of Deferred Share Units held by a Designated Participant is caused by such Designated Participant’s death, the Designated Participant’s Estate will be deemed to have automatically caused the Corporation to redeem all such redeemable DSUs of such Designated Participant.

6.5

For greater certainty, notwithstanding any other provision herein (other than Subsections 8.1 and 8.2) payment of the Market Value of DSUs shall occur no later than December 31 of the calendar year the Triggering Date occurred.

ADJUSTMENT ON ALTERATION OF SHARE CAPITAL

7.1

In the event of a subdivision, consolidation or reclassification of outstanding Shares or other capital adjustment, or the payment of a stock dividend thereon, the number of Shares equal to a DSU shall be increased or reduced proportionately and such other adjustments shall be made as may be deemed necessary or equitable by the Board in its sole discretion and such adjustment shall be binding for all purposes.

7.2

Unless the Board otherwise determines in good faith¹, if the Corporation amalgamates, consolidates or combines with or merges with or into another body corporate, whether by way of amalgamation, arrangement or otherwise (the right to do so being hereby expressly reserved) or a successful take- over bid is made for all or substantially all of the Shares, then for the purposes of determining the cash payment to be made to a Designated Participant on the redemption of a DSU under Section 6, the cash payment shall be equal to the fair market value on the Redemption Date of the securities, property and/or cash which the Designated Participant would have received upon such amalgamation, consolidation, combination or merger if the Designated Participant’s DSU was redeemed immediately prior to the effective date of such amalgamation, consolidation, combination or merger or take-over, as determined in good faith by the Board in its sole discretion and such determination shall be binding for all purposes of the Plan.

7.3

In the event of any other change affecting the Shares, such adjustment, if any, shall be made as may be deemed necessary or equitable by the Board in its sole discretion to properly reflect such event and such adjustment shall be binding for all purposes of the Plan.

¹ Note to Jersey/Australian counsel: Is there any Jersey law or Australian tax provision that would prohibit or impose unfavorable taxation if the Plan authorized the Committee the right to accelerate payment of the DUs in connection with the transaction?

Page 6 of 10

Non-Employee Directors Deferred Unit Plan

REGULATORY APPROVAL

8.1

Notwithstanding any of the provisions contained in the Plan, the Designated Participant’s Acknowledgement or any term of a DSU, the Corporation’s obligations hereunder, including obligations to grant DSUs or otherwise make payments to a Designated Participant under Subsection 6.3 shall be subject to:

(a)

compliance with all applicable laws, regulations, rules, orders of governmental or regulatory authorities, including without limitation, any stock exchange on which the Shares are listed (“Regulators”); and

(b)

receipt from the Designated Participant of such covenants, agreements, representations and undertakings, including as to future dealings in such DSUs, as the Corporation determines to be necessary or advisable in order to safeguard against the violation of the securities laws of any jurisdiction.

If the Board determines that compliance with all applicable laws, regulations, rules, orders referenced above (including a consideration of tax law implications) require changes to the terms of a DSU, such change shall be determined in good faith by the Board in its sole discretion.

8.2

Notwithstanding any provisions in the Plan, the Designated Participant’s Acknowledgment or any term of a DSU, if any amendment, modification or termination to the provisions hereof or any DSU made pursuant hereto are required by any Regulator, a stock exchange or a market as a condition of approval to a distribution to the public of any Shares or to obtain or maintain a listing or quotation of any Shares, the Board is authorized to make such amendments as determined appropriate and in good faith by the Board (including consideration of tax law implications) and thereupon the terms of the Plan, the Designated Participant’s Acknowledgement and DSUs, shall be deemed to be amended accordingly without requiring the consent or agreement of any Designated Participant or holder of a DSU.

MISCELLANEOUS

9.1

The Plan does not confer upon any Designated Participant any right with respect to a continuation as a Non-Employee Director of the Corporation.

9.2

DSUs are not Shares or securities of any type and the grant of DSUs do not entitle a Designated Participant to any rights as a shareholder of the Corporation nor to any rights to Shares or any securities of the Corporation.

9.3

For greater certainty, the Corporation makes no representation or warranty as to the future value of any DSU granted in accordance with the provisions of the Plan.

9.4

The Corporation may withhold or require a Designated Participant, as a condition of redeeming a DSU to pay or reimburse any taxes, social security contributions and other source deductions which are required to be withheld by the Corporation under applicable law in connection with the redemption of the DSU. Under no circumstances shall the Corporation be responsible for the payment of any tax, social security contributions or any other source deductions on behalf of any Designated Participant or for providing any tax advice to the Designated Participant.

9.5

The Plan and DSUs are governed by the laws of the Bailiwick of Jersey.

EFFECTIVE DATE, AMENDMENT AND TERMINATION

10.1

The Plan is effective as of June 12, 2023.

10.2

The Board may amend the Plan at any time.

Page 7 of 10

Non-Employee Directors Deferred Unit Plan

10.3

The Board may suspend or terminate the Plan at any time. No action by the Board to terminate the Plan pursuant to this Section 10 shall affect any DSUs granted pursuant to the Plan prior to such action. Except as set out above, the Board may amend, modify or terminate any outstanding DSU, including, but not limited to, substituting another award of the same or of a different type or changing the date of redemption; provided, however that, the Designated Participant’s consent to such action shall be required unless the Board determines that the action, when taken with any related action, would not materially and adversely affect the Designated Participant or is specifically permitted hereunder.

10.4

Unless earlier terminated by the Board pursuant to Section 10.3 above, the Plan will expire on the tenth anniversary of its adoption by the Board.

Page 8 of 10

Non-Employee Directors Deferred Unit Plan

SCHEDULE A: DESIGNATED PARTICIPANT’S ACKNOWLEDGEMENT

Acknowledgment: The Designated Participant acknowledges having received a copy of the Deferred Share Unit Plan of Metals Acquisition Limited (the “Corporation”) as amended and/or restated from time to time (the “Plan”). By signing this acknowledgement (the “Acknowledgement”), the Designated Participant acknowledges and that he or she has read and understands the Plan and agrees that the terms therein (including any amendments since the date of grant) govern the grants hereunder.

Grant: Subject to the terms and conditions of the Plan, the Corporation grants the Designated Participant the DSUs set out below on the terms and conditions set out below.

(a)

Name of Designated Participant:

[Full Name] (the “Designated Participant”)

(b)

Grant Date:

(c)

Number of DSUs:

(d)

Other Terms:

[insert other terms if applicable]

Representations: The Designated Participant acknowledges that the Corporation makes no representation or warranty as to the future value of any DSU granted in accordance with the provisions of the Plan.

Withholding Obligations: The Designated Participant acknowledges and agrees that the Corporation may withhold or require a Designated Participant, as a condition of redeeming a DSU to pay or reimburse any taxes, social security contributions and other source deductions which are required to be withheld by the Corporation under applicable law in connection with the redemption of the DSU. The Designated Participant acknowledges that under no circumstances shall the Corporation be responsible for the payment of any tax, social security contributions or any other source deductions on behalf of any Designated Participant.

Tax Advice: The Designated Participant hereby acknowledges that the grant and redemption of DSUs may be subject to tax, under applicable federal, provincial, state or other laws of any jurisdiction, no representation has been made and he or she has not received any advice from Corporation as to tax or legal ramifications of the grant or redemption of DSUs hereunder and he or she has been advised to seek independent tax advice as he or she deems necessary.

Consent to Use of Personal Information: The Designated Participant agrees that the Corporation may collect and use personal information for any purpose that is permitted by law to be made without the consent of the Designated Participant, or is required by law, or by the by-laws, rules, regulations or policies or any regulatory organization governing the Corporation and that the Corporation may further use or disclose such information for the following purposes:

(a)

to comply with securities and tax regulatory requirements;

(b)

to provide the Designated Participant with information; and

(c)

to otherwise administer the Plan.

Page 9 of 10

Non-Employee Directors Deferred Unit Plan

Compliance with Laws and Policies: The Designated Participant acknowledges and agrees that the undersigned will, at all times, act in strict compliance with any and all applicable laws and any policies of the Corporation applicable to the Designated Participant in connection with the Plan.

Terms and Conditions: This Acknowledgement is subject to the terms and conditions set out in the Plan, and such terms and conditions are incorporated herein by this reference and agreed to by the Designated Participant. In the case of any inconsistency between this Acknowledgement and the Plan, the Plan shall govern. Unless otherwise indicated, all defined terms shall have the respective meanings attributed thereto in the Plan.

Effective as of:

Metals Acquisition Limited

Authorised Signatory

Acknowledged and Agreed to:

[Designated Participant]

Page 10 of 10

Exhibit 8.1

List of Subsidiaries of New MAC

1.	Cobar Management Pty. Limited

2.	Metals Acquisition Corp. (Australia) Pty Ltd

3.	MAC AU 1 Pty Ltd

4.	MAC AU 2 Pty Ltd

5.	MAC AU 3 Pty Ltd

6.	MAC AU 4 Pty Ltd

Exhibit 10.1

WARRANT AGREEMENT

THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 6, 2023, is by and between Metals Acquisition Limited, a private limited company newly incorporated under the laws of Jersey, Channel Islands (the “Issuer”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).

WHEREAS, in connection with the Transaction (as defined in the Subscription Agreement (as defined below)), Metals Acquisition Corp. (Australia) Pty Ltd, an Australian private company (“MAC-Sub”), entered into a loan note subscription agreement dated March 10, 2023 with Sprott Private Resource Lending II (Collector-2), LP, an Ontario limited partnership (“Warrant Subscriber”), pursuant to which Warrant Subscriber agreed to make available to MAC-Sub a $135,000,000 mezzanine debt facility (the “Mezzanine Facility”);

WHEREAS, pursuant to that certain Subscription Agreement (the “Subscription Agreement”) dated as of March 10, 2023, by and among the Issuer, Metals Acquisition Corp., a Cayman Islands exempted company, Sprott Private Resource Lending II (Collector), LP, an Ontario limited partnership (“Equity Subscriber”), and Warrant Subscriber, (i) Equity Subscriber subscribed for that number of the Issuer’s ordinary shares of a par value of $0.0001 per share (the “Ordinary Shares”) set forth on the signature page thereto (the “Subscribed Shares”) for a purchase price of $10.00 per share (the “Per Share Subscription Price” and the aggregate of such Per Share Subscription Price for all Subscribed Shares being referred to herein as the “Subscription Amount”), and (b) the Issuer agreed, subject to loan funds being made available under the Mezzanine Facility, to issue to Warrant Subscriber concurrently with the Closing (as defined in the Subscription Agreement) and for no additional consideration therefor, subject to the same terms and conditions as the issuance and sale of the Subscribed Shares, 3,187,500 transferrable warrants to purchase Ordinary Shares (the “Warrants”), with each Warrant bearing the legend set forth in Exhibit A hereto and each whole Warrant entitling the holder to purchase one Ordinary Share.

WHEREAS, each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $12.50 per share, subject to adjustment as described herein;

WHEREAS, the Issuer desires the Warrant Agent to act on behalf of the Issuer, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;

WHEREAS, the Issuer desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Issuer, the Warrant Agent, and the holders of the Warrants; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Issuer and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Issuer, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1. Appointment of Warrant Agent. The Issuer hereby appoints the Warrant Agent to act as agent for the Issuer for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

2. Warrants.

2.1 Form of Warrant. Each Warrant shall be issued in registered form only, and, if a physical certificate is issued, shall be in substantially the form of Exhibit B hereto (“Warrant Certificate”), the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the Issuer. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.

2.2 Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant certificate shall be invalid and of no effect and may not be exercised by the holder thereof.

2.3 Registration.

2.3.1 Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration of transfers of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Issuer.

2.3.2 Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Issuer and the Warrant Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on a Warrant Certificate made by anyone other than the Issuer or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Issuer nor the Warrant Agent shall be affected by any notice to the contrary.

3. Terms and Exercise of Warrants.

3.1 Warrant Price. Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Issuer the number of Ordinary Shares stated therein, at the price of $12.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share at which the Ordinary Shares may be purchased at the time a Warrant is exercised.

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3.2 Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on June 15, 2023, and terminating at the earliest to occur of: (x) at 5:00 p.m., New York City time on June 15, 2028, and (y) the liquidation of the Issuer (the “Expiration Date”); provided, however, that the Issuer may require the Registered Holder(s) to exercise the Warrants in full or in part on 30 days’ prior written notice if the closing price of the Ordinary Shares on the New York Stock Exchange (or such other U.S. national securities exchange on which the Ordinary Shares are listed) is higher than two (2) times the Warrant Price for not less than twenty (20) consecutive trading days. Each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date.

3.3 Exercise of Warrants.

3.3.1 Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, (ii) an election to purchase (“Election to Purchase”) Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Warrant Certificate, and (iii) payment in full of the Warrant Price for each Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the issuance of such Ordinary Shares, as follows:

(a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent or by wire transfer of immediately available funds;

(b) if the Registered Holder is the Warrant Subscriber and the Registered Holder is directed by the Issuer in writing, by setoff against principal amounts outstanding under the Mezzanine Facility; or

3.3.2 Issuance of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Issuer shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a book-entry position or countersigned Warrant, as applicable, for the number of Ordinary Shares as to which such Warrant shall not have been exercised. No Warrant shall be exercisable and the Issuer shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. In the event that the conditions in the immediately preceding sentence are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless.

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3.3.3 Valid Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and non-assessable.

3.3.4 Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Ordinary Shares is issued shall for all purposes be deemed to have become the holder of record of such Ordinary Shares on the date on which the Warrant, or book-entry position representing the Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is a date when the share transfer books of the Issuer or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such Ordinary Shares at the close of business on the next succeeding date on which the share transfer books or book-entry system are open.

3.3.5 Maximum Percentage. A holder of a Warrant may notify the Issuer in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Issuer beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected in (1) the Issuer’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the U.S. Securities and Exchange Commission (the “Commission”) as the case may be, (2) a more recent public announcement by the Issuer or (3) any other notice by the Issuer or the Transfer Agent setting forth the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Issuer shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity securities of the Issuer by the holder and its affiliates since the date as of which such number of outstanding Ordinary Shares was reported. By written notice to the Issuer, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Issuer. The term “Business Days” as used in this Agreement shall mean days other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal business.

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4. Adjustments.

4.1 Share Capitalizations.

4.1.1 Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding Ordinary Shares is increased by a share capitalization payable in Ordinary Shares, or by a split-up of Ordinary Shares or other similar event, then, on the effective date of such share capitalization, split-up or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Ordinary Shares. A rights offering to holders of the Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a share capitalization of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Ordinary Shares) and multiplied by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Ordinary Shares, in determining the price payable for Ordinary Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Ordinary Shares shall be issued at less than their par value.

4.1.2 Extraordinary Dividends. If the Issuer, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Ordinary Shares on account of such Ordinary Shares (or other shares of the Issuer’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above or (b) Ordinary Cash Dividends (as defined below) (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50.

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4.2 Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding Ordinary Shares is decreased by a consolidation, combination, reverse share split or reclassification of Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding Ordinary Shares.

4.3 Adjustments in Warrant Price.

4.3.1 Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter.

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4.4 Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Issuer with or into another entity or conversion of the Issuer as another entity (other than a consolidation or merger in which the Issuer is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another entity of the assets or other property of the Issuer as an entirety or substantially as an entirety in connection with which the Issuer is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Issuer immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”); provided, however, that (i) if the holders of the Ordinary Shares were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Ordinary Shares in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Ordinary Shares under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 65% of the outstanding Ordinary Shares, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Ordinary Shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided further that if less than 70% of the consideration receivable by the holders of the Ordinary Shares in the applicable event is payable in the form of capital stock or shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Issuer pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference (but in no event less than zero) of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) the price of each Ordinary Share shall be the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event, (2) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (3) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Ordinary Shares consists exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases, the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

4.5 Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Ordinary Shares issuable upon exercise of a Warrant, the Issuer shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of Ordinary Shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, the Issuer shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.

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4.6 No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Issuer shall not issue fractional Ordinary Shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Issuer shall, upon such exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to such holder.

4.7 Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same number of Ordinary Shares as is stated in the Warrants initially issued pursuant to this Agreement; provided, however, that the Issuer may at any time in its sole discretion make any change in the form of Warrant that the Issuer may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

4.8 Other Events. In case any event shall occur affecting the Issuer as to which none of the provisions of preceding subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Issuer shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Issuer shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.

5. Transfer and Exchange of Warrants.

5.1 Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, in the case of a certificated Warrant, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Issuer from time to time upon request.

5.2 Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or in any Warrant Certificate, each Warrant Certificate may be transferred only in whole; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrants and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Issuer stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.

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5.3 Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant.

5.4 Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.

5.5 Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Issuer, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Issuer for such purpose.

6. [Intentionally deleted]

7. Other Provisions Relating to Rights of Holders of Warrants.

7.1 No Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder of the Issuer, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the general meeting or the appointment of directors of the Issuer or any other matter.

7.2 Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Issuer and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Issuer, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.

7.3 Reservation of Ordinary Shares. The Issuer shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

7.4 Registration of Ordinary Shares; Cashless Exercise at Issuer’s Option.

7.4.1 Cashless Exercise at Issuer’s Option. If the Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act (or any successor rule), the Issuer may, at its option, require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (i) in the event the Issuer so elects, the Issuer shall not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or (ii) if the Issuer does not so elect, the Issuer agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Warrants under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available.

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7.4.2 Registration Rights. The Warrants and the Ordinary Shares underlying the Warrants shall have the benefit of the registration rights set forth in the Subscription Agreement.

8. Concerning the Warrant Agent and Other Matters.

8.1 Payment of Taxes. The Issuer shall from time to time promptly pay all taxes and charges that may be imposed upon the Issuer or the Warrant Agent in respect of the issuance or delivery of Ordinary Shares upon the exercise of the Warrants, but the Issuer shall not be obligated to pay any transfer taxes in respect of the Warrants or such Ordinary Shares.

8.2 Resignation, Consolidation, or Merger of Warrant Agent.

8.2.1 Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Issuer. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Issuer shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Issuer shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Issuer), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Issuer’s cost. Any successor Warrant Agent, whether appointed by the Issuer or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Issuer, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Issuer shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.

8.2.2 Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Issuer shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Ordinary Shares not later than the effective date of any such appointment.

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8.2.3 Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act.

8.3 Fees and Expenses of Warrant Agent.

8.3.1 Remuneration. The Issuer agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.

8.3.2 Further Assurances. The Issuer agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.

8.4 Liability of Warrant Agent.

8.4.1 Reliance on Issuer Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Issuer prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the Board of the Issuer and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

8.4.2 Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Issuer agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.

8.4.3 Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Issuer of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.

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8.5 Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Issuer with respect to Warrants exercised and concurrently account for, and pay to the Issuer, all monies received by the Warrant Agent for the purchase of Ordinary Shares through the exercise of the Warrants.

8.6 Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Issuer and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.

9. Miscellaneous Provisions.

9.1 Successors. All the covenants and provisions of this Agreement by or for the benefit of the Issuer or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

9.2 Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Issuer shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Issuer with the Warrant Agent), as follows:

3rd Floor, 44 Esplanade, St. Helier

JE4 9WG, Jersey

Attention: Mick McMullen
Email: mick.mcmullen@metalsacqcorp.com

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Issuer to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Issuer), as follows:

Continental Stock Transfer & Trust Company

One State Street, 30^th Floor
New York, NY 10004
Attention: Compliance Department

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in each case, with a copy to:

DLA Piper (Canada) LLP

Suite 2800, Park Place

666 Burrard Street

Vancouver, British Columbia, Canada V6C 2Z7

Attn: Douglas Shields, Esq.

Email: doug.shields@dlapiper.com

and

Sprott Private Resource Lending II (Collector-2), LP

Royal Bank Plaza, Suite 2600

Toronto, Ontario, Canada M5J 2J1

Attn: Managing Partner

Email: jgrosdanis@sprott.com

and

Paul Hastings LLP

600 Travis St, 58^th Floor

Houston, TX 77002

Attn: Will Burns

Email: willburns@paulhastings.com

9.3 Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Issuer hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Issuer hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

9.4 Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.

9.5 Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.

- 13 -

9.6 Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

9.7 Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

9.8 Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i) for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders, and (ii) to provide for the delivery of an Alternative Issuance pursuant to Section 4.4. Amending this Agreement to allow for the Warrants to be classified as equity in the Issuer’s financial statements will require a vote of the Registered Holders of at least a majority of the Warrants. All other modifications or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise Period shall require the vote or written consent of the Registered Holders of 65% of the number of the then outstanding Warrants. Notwithstanding the foregoing, the Issuer may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.

9.9 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

	metals acquisition LIMITED

	By:	/s/ Michael James McMullen
	Name:	Michael James McMullen
	Title:	CEO

	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent

	By:	/s/ Douglas Reed
	Name:	Douglas Reed
	Title:	Vice President

[Signature Page to Warrant Agreement]

EXHIBIT A

LEGEND

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE (NOTWITHSTANDING THE FOREGOING, THE SECURITIES REPRESENTED HEREBY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES). BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE SUBSCRIBER AGREES FOR THE BENEFIT OF METALS ACQUISITION LIMITED (THE “ISSUER”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN EXCEPT:

(A)          TO THE ISSUER OR ANY SUBSIDIARY THEREOF, OR

(B)           PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT AND IS EFFECTIVE AT THE TIME OF SUCH TRANSFER, OR

(C)           PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR

(D)           PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY PERMITTED TRANSFER IN ACCORDANCE WITH THE ABOVE, THE ISSUER RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

Unless permitted under securities legislation, the holder of this security must not trade the security before the date that is 4 months and a day after the later of (i) [insert the closing date], AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA.

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EXHIBIT B

[Form of Warrant Certificate]

[FACE]

Number

Warrants

THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO
THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE
WARRANT AGREEMENT DESCRIBED BELOW

METALS ACQUISITION LIMITED

Incorporated Under the Laws of Jersey, Channel Islands

CUSIP [·]

Warrant Certificate

This Warrant Certificate certifies that Sprott Private Resource Lending II (Collector-2), LP, or registered assigns, is the registered holder of 3,187,500 warrants evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase Class A Ordinary Shares, $0.0001 par value per share (the “Ordinary Shares”), of Metals Acquisition Limited, a Jersey, Channel Islands private limited company (the “Issuer”). Each Warrant entitles the holder, upon exercise during the Exercise Period set forth in the Warrant Agreement referred to below, to receive from the Issuer that number of fully paid and non-assessable Ordinary Shares as set forth below, at the exercise price (the “Warrant Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Each whole Warrant is initially exercisable for one fully paid and non-assessable Ordinary Share. No fractional shares will be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Issuer will, upon exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

The initial Warrant Price per Ordinary Share for any Warrant is equal to $12.50 per share. The Warrant Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

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Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void.

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York.

- 17 -

	metals acquisition LIMITED

	By:
		Name:
		Title:

	CONTINENTAL STOCK TRANSFER & TRUST COMPANY as Warrant Agent

	By:
		Name:
		Title:

- 18 -

[Form of Warrant Certificate]

[Reverse]

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of [•], 2023 (the “Warrant Agreement”), duly executed and delivered by the Issuer to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Issuer and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Issuer. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the Ordinary Shares to be issued upon exercise is effective under the Securities Act of 1933, as amended, and (ii) a prospectus thereunder relating to the Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant Agreement.

The Warrant Agreement provides that upon the occurrence of certain events the number of Ordinary Shares issuable upon the exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in an Ordinary Share, the Issuer shall, upon exercise, round down to the nearest whole number of Ordinary Shares to be issued to the holder of the Warrant.

Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.

- 19 -

Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.

The Issuer and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Issuer nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Issuer.

- 20 -

Election to Purchase

(To Be Executed Upon Exercise of Warrant)

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ________________________ Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of Metals Acquisition Limited (the “Issuer”) in the amount of $______________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of ________________________ whose address is ________________________ and that such Ordinary Shares be delivered to whose address is ________________________. If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of ________________________, whose address is ________________________ and that such Warrant Certificate be delivered to ________________________, whose address is ________________________.

In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.

In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of ________________________, whose address is ________________________ and that such Warrant Certificate be delivered to ________________________, whose address is ________________________.

[Signature Page Follows]

- 21 -

Date:

	(Signature)

	(Address)


	(Tax Identification Number)

Signature Guaranteed:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE).

- 22 -

Exhibit 15.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined financial information are provided to aid you in your analysis of the financial aspects of the proposed transaction (see Note 1) (the “proposed transaction” or the “Transaction”).

The unaudited pro forma condensed combined financial information has been prepared based on the MAC historical financial statements and the CMPL historical financial statements as adjusted to give effect to the proposed transaction. The unaudited pro forma condensed combined statement of financial position gives pro forma effect to the proposed transaction as if it had been consummated on March 31, 2023. The unaudited pro forma condensed combined statement of comprehensive income for the three months ended March 31, 2023, and the year ended December 31, 2022, and give effect to the proposed transaction as if it had occurred on January 1, 2022.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and do not necessarily reflect what the company’s combined financial condition or results of operations would have been had the proposed transaction occurred on the dates indicated. Further, the pro forma combined financial information may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The unaudited pro forma condensed combined financial information contained in this filing has been prepared by, and are the responsibility of, MAC Limited and MAC. Moreover, neither MAC’s independent accountants, Ernst & Young LLP, or CMPL’s independent accountants, Deloitte Touche Tohmatsu, have compiled or reviewed the unaudited pro forma condensed combined financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and, accordingly, each of CMPL (and their directors and officers), Glencore (and their directors and officers), Ernst & Young LLP and Deloitte Touche Tohmatsu assumes no responsibility for, and disclaims any association with, the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information has been derived from and should be read in conjunction with:

	·	the accompanying notes to the unaudited pro forma condensed combined financial information.

	·	the historical unaudited financial statements of MAC for the three months ended March 31, 2023 (which are included in MAC’s Quarterly Report for the three months ended March 31, 2023 in exhibit 99.3 to the Current Report on Form 8-K filed with the SEC on May 26, 2023 pursuant to Rule 425 (the “Q1-2023 8-K”)), and the audited financial statements for the year ended December 31, 2022; and

	·	the historical unaudited interim condensed financial statements of CMPL for the three months ended March 31, 2023, and the audited financial statements for the year ended December 31, 2022, and the related notes included in the Registration Statement.

SEC Regulation S-X, as amended by the final rule, Release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses. Release No. 33-10786 replaces the historical pro forma adjustments criteria with simplified requirements to depict the accounting for the proposed transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an understanding of the combined company upon consummation of the proposed transaction.

This information should be read together with the financial statements and related notes, as applicable, of each of CMPL and MAC included in this filing and the proxy statement / prospectus filed with the SEC on May 11, 2023 (the "proxy statement/prospectus").and CMPL’s and MAC’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this filing and the proxy statement / prospectus.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL

POSITION AS AT MARCH 31, 2023

(in thousands of US dollars)

	Historical
	Metals Acquisition Corp		Cobar Management Pty Limited		Transaction Accounting Adjustments			Notes	Pro Forma Combined
ASSETS
Current assets
Cash and cash equivalents	$	-	$	406	$	75,000		(a)	$	54,125
						196,298		(b)
						132,300		(b)
						75,000		(b)
						284,517		(c)
						16,720		(d)
						(5,079	)	(e)


						15,000		(g)
						(770,503	)	(g)
						34,431		(h)
						35		(u)
Cash		35		-		(35	)	(u)
Other receivable		65		1,648		-				1,713
Inventories		-		21,415		24,068		(g)		45,483
Prepaid expenses		193		1,962		-				2,155
Total current assets		293		25,431		77,752				103,476
Non-current assets
Property and equipment		-		423,910		815,785		(g)		1,238,308
						(1,387	)	(d)
Intangible assets		-		721		-				721

Inventories		-		334		-				334
Prepaid expenses		-		56		-				56
Other assets		-		-		-				-
Marketable securities held in Trust Account		271,757		-		(271,757	)	(h)		-
Deferred financing costs		1,598		-		(1,598	)	(b)		-
Total non-current assets		273,355		425,021		541,043				1,239,419
Total assets	$	273,648	$	450,452	$	618,795			$	1,342,895

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL

POSITION AS AT MARCH 31, 2023

(in thousands of US dollars)

	Historical
	Metals Acquisition Corp		Cobar Management Pty Limited		Transaction Accounting Adjustments			Notes	Pro Forma Combined
LIABILITIES
Current liabilities
Trade payables	$	-	$	10,734	$	4,497		(g)	$	15,231
Accrued expenses and accounts payable		2,078		-		62,510		(e)		64,588
Trade payables related parties		-		1,720		(1,720	)	(g)
Deferred liabilities		10,261		-		(541	)	(e)		9,720
Deferred underwriting discount		9,280		-		(1,500	)	(f)		7,780
Due to related party		23		-		(23	)	(e)
Promissory note - related party		1,459		-		23		(e)		1,482
Other payables		-		6,483		-				6,483
Lease liabilities		-		568		6,413		(d)		6,981
Short term debt - Bank		-		-		68,333		(b)		68,333
Deferred consideration - Glencore		-		-		75,000		(i)		75,000
Warrant Liability		10,992		-		6,965		(k)		17,957
Provisions		-		11,870		-				11,870
Total current liabilities		34,093		31,375		219,957				285,425

Non-current liabilities
Deferred liability - upfront deposit from Silver Stream		-		-		75,000		(a)		75,000
Royalty payable		-		-		45,000		(j)		45,000
Contingent consideration payable		-		-		104,500		(j)		104,500
Lease liabilities		-		67		10,308		(d)		10,375
Provisions		-		44,600		-				44,600
Debt financing costs		-		-		-				-
Long term debt - Bank		-		-		126,712		(b)		126,712
Long term debt - Mezz		-		-		131,255		(b)		131,255
Financial liability - Copper Stream Backstop Facility		-		-		75,000		(b)		75,000
Deferred tax liabilities		-		10,108		121,375		(g)		131,483
Total non-current liabilities		-		54,775		689,150				743,925
Total Liabilities	$	34,093	$	86,150	$	909,107			$	1,029,350

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL
POSITION AS AT MARCH 31, 2023

	Historical
	Metals Acquisition Corp			Cobar Management Pty Limited		Transaction Accounting Adjustments			Notes	Pro Forma Combined
Class A ordinary shares subject to possible redemption, 26,514,780 shares at redemption value	$	271,757		$		$	(271,757	)	(h)	$	-

EQUITY
Retained earnings		-			209,606		(209,606	)	(g)
Parent net investment		-			154,696		(154,696	)	(g)		-
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,628,695 shares issued and outstanding		1			-		(1	)	(l)		-
Common shares		-			-		5		(l)		5
Additional paid-in capital		-			-		407,991		(l)		407,991
Accumulated deficit		(32,203	)		-		(62,248	)	(e)		(94,451	)
Total equity		239,555			364,302		(290,312	)			313,545
Total liabilities and equity	$	273,648		$	450,452	$	618,795			$	1,342,895

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2023

(in thousands of US dollars)

	Historical
	Metals Acquisition Corp			Cobar Management Pty Limited			Transaction Accounting Adjustments			Notes	Pro Forma Combined
Revenues	$	-		$	65,227		$	17,523		(t)	$	82,750
Cost of goods sold		-			(51,749	)		1,232		(m)		(52,991	)
								(1,081	)	(n)
								(1,393	)	(o)
Gross profit		-			13,478			16,281				29,759
Operating expenses
Distribution and selling expenses		-			(3,275	)		(5,089	)	(t)		(8,364	)
Administrative expenses		-			(299	)		-		(u)		(4,887	)
								(1,204	)	(u)
								(3,383	)	(u)
								(1	)	(u)
Operating and formation costs		(1,204	)		-			1,204		(u)
Acquisition costs		(3,383	)		-			3,383		(u)
Bank Fee		(1	)		-			1		(u)
Net foreign exchange gains/(losses)		-			(672	)		-				(671	)
								1		(u)
Change in foreign exchange		1			-			(1	)	(u)
Change in fair value of warrants		(3,448	)		-			-				(3,448	)
Finance income		-			4			-				4
Trust interest income		2,849			-			(2,849	)	(q)
Finance costs		-			(153	)		(11,036	)	(r)		(11,230	)
								(41	)	(u)
Interest expense		(41	)		-			41		(u)
Profit/(Loss) before income tax		(5,227	)		9,083			(2,693	)			1,163
Income tax benefit/(expense)		-			(3,981	)		2,805		(s)		(1,176	)
Profit/(loss) for the year	$	(5,227	)	$	5,102		$	112			$	(13	)
Profit (Loss) per share - basic	$	(0.16	)								$	(0.00	)
Weighted average shares outstanding - basic		33,143,475										48,409,448
Profit (Loss) per share - diluted	$	(0.16	)								$	(0.00	)
Weighted average shares outstanding - diluted		33,143,475										48,409,448

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2022

(in thousands of US dollars)

	Historical
	Metals Acquisition Corp			Cobar Management Pty Limited			Transaction Accounting Adjustments			Notes	Pro Forma Combined
Revenues	$	-		$	219,705		$	105,939		(t)	$	325,644
Cost of goods sold		-			(189,496	)		9,475		(m)		(189,782	)
								(4,188	)	(n)
								(5,573	)	(o)
Gross profit		-			30,209			105,653				135,862
Operating expenses
Distribution and selling expenses		-			(17,246	)		(19,939	)	(t)		(37,185	)
Administrative expenses		-			(1,230	)		(60,861	)	(p)		(72,062	)
								(224	)	(u)
								(5	)	(u)
								(2,117	)	(u)
								(7,625	)	(u)
Stock compensation		(224	)		-			224		(u)
Bank Fee		(5	)		-			5		(u)
Operating and formation costs		(2,117	)		-			2,117		(u)
Acquisition costs		(7,625	)		-			7,625		(u)
Net foreign exchange gains/(losses)		-			(453	)		-				(453	)
Change in fair value of warrants		1,477			-			-				1,477
Change in fair value conversion option		7			-			(7	)	(q)		-
Finance income		-			6			-				6
Trust interest income		3,753			-			(3,753	)	(q)
Finance costs		-			(930	)		(44,526	)	(r)		(45,456	)
Amortization of discount on convertible promissory note		(8	)		-			8		(q)
Profit/(Loss) before income tax		(4,742	)		10,356			(23,425	)			(17,811	)
Income tax benefit/(expense)		-			(15,715	)		22,388		(s)		6,673
Profit/(loss) for the year	$	(4,742	)	$	(5,359	)	$	(1,037	)		$	(11,138	)
Profit (Loss) per share - basic	$	(0.14	)								$	(0.23	)
Weighted average shares outstanding - basic		33,143,475										48,409,448
Profit (Loss) per share - diluted	$	(0.14	)								$	(0.23	)
Weighted average shares outstanding - diluted		33,143,475										48,409,448

Note 1 — Description of the Proposed Transaction

On March 17, 2022, MAC, MAC-Sub, and Glencore entered into the Share Sale Agreement, as amended by the Deed of Consent and Covenant, dated November 22, 2022 (together, the “Share Sale Agreement”). As a result of the transactions contemplated by the Share Sale Agreement, MAC will merge with and into MAC Limited (the “Merger”), with MAC Limited continuing as the surviving company (MAC Limited following the Merger is referred to as “New MAC”) and MAC-Sub will acquire 100% of the equity interests of CMPL from Glencore by way of acquisition with CMPL becoming a direct subsidiary of MAC-Sub and an indirect subsidiary of New MAC as a result thereof. Glencore will receive at least $775 million in cash, with the potential for this amount to be scaled up to $875 million depending on equity demand) (subject to a customary closing accounts adjustment (including New MAC being liable for accounting and auditing fees in connection with the proposed 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”), a $75 million deferred payment (plus applicable interest within 12 months of Closing), up to $150 million in two contingent payments (subject to copper price performance), a 1.5% copper only net smelter return royalty and up to 10,000,000 newly issued New MAC Ordinary Shares issued at the redemption share price of $10.00 per share ($100 million worth included in the $1,100 million purchase price). The maximum cash consideration of $875 million will be funded through a combination of a 100% payable long term silver sale-and-purchase agreement (the “Silver Stream”) with Osisko through an upfront payment of $75 million (with the potential for an additional $15 million if the average LBMA silver price over the ten (10) day period prior to the closing of the Silver Stream is greater than $25.50/oz, $90 million total), a $205 million syndicated senior term loan facility, a $135 million mezzanine facility, and equity. MAC has agreed to a Redemptions Backstop Facility with Osisko that comprises $25 million of equity and a $75 million copper- linked financing facility (the “Copper Stream”) that is fully subordinated to the syndicated senior term loan facility. Upon the Closing of the Business Combination, New MAC Ordinary Shares and New MAC Warrants are expected to trade on the NYSE under the ticker symbols “MTAL” and “MTAL.WS”, respectively, and New MAC will become a publicly listed entity. Within several months following the consummation of the Business Combination, New MAC expects to pursue a dual listing on the ASX. No certainty can be provided as to the timing of any such listing or whether it will be ultimately successful. The Business Combination closed on June 15, 2023, following the receipt of the required approval by MAC’s shareholders and the fulfillment of other customary closing conditions. The unaudited pro forma condensed combined financial information contained herein reflects the proposed Business Combination.

MAC raised US$227 million of proceeds from private equity placements (“PIPE Financing”) as partial consideration for the Business Combination with certain investors. The MAC Class A Ordinary Shares subscribed for in the PIPE Financing converted into New MAC Ordinary Shares in connection with the Business Combination.

It is also anticipated that, in connection with the Business Combination and to establish liquidity upon Closing, New MAC will enter into a sale- leaseback agreement with Sandvik Financial Services Pty Ltd for certain capital equipment for $16.7 million (A$25 million) over a three-year term.

Concurrently with the Closing, a Royalty Deed between New MAC, Glencore and CMPL will become effective, 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 from all marketable and metal-bearing copper material produced from the Cornish, Scottish, and Australian mine (“CSA Mine”) near Cobar, New South Wales, Australia, and certain specified exploration licenses held by CMPL in addition to the CSA Mine at the time of Closing. After Closing, MAC will have an obligation to pay deferred consideration of $75 million plus interest to Glencore within 12 months of Closing (from the proceeds of equity capital raises) and if the amount is not paid any residual amount owing will be settled on the next business day (12 months post-Closing plus one (1) business day) via the issue of top-up New MAC equity applying a 30% discount to the 20-trading day VWAP before the issuance (the “Equity Conversion Date”). If New MAC is listed on more than one exchange, the VWAP will be calculated by reference to the exchange with the largest volume (US$ 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.

Also, in connection with the Business Combination, MAC agrees to pay Glencore $150 million in cash structured as two contingent payments of $75 million each (each, a “Contingent Payment”) that will be unsecured, fully subordinated and payable if, and only if, over the life of the mine, the average daily LME closing price is greater than:

	(a)	$4.25/lb ($9,370/mt) for any rolling 18-month period (commencing at Closing); and

	(b)	$4.50/lb ($9,920/mt) for any rolling 24-month period (commencing at Closing).

Additionally, in connection with the Business Combination, CMPL and GIAG will enter into a new Offtake Agreement, 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. The new Offtake agreement replaces the existing offtake agreement between CMPL and GIAG.

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

For a description of the Business Combination and certain agreements executed in connection therewith, see “The Business Combination Proposal”, “The Share Sale Agreement” and “Certain Agreements Related to the Business Combination.”

Note 2 — Basis of Presentation

The historical financial statements of CMPL have been prepared in accordance with IFRS as issued by the IASB and in its presentation currency of the U.S. dollar. The historical financial statements of MAC have been prepared in accordance with U.S. GAAP in its presentation currency of the U.S. dollar. The unaudited pro forma condensed combined financial information has been prepared using IFRS, the basis of accounting of CMPL. After giving effect to pro forma adjustments (i.e., the conversion and redemption of the MAC Class A Ordinary Shares immediately prior to Closing) there were no accounting policy differences requiring adjustment to MAC’s historical US GAAP financial statements in order to align with IFRS.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The pro forma adjustments reflecting the consummation of the proposed transaction are based on certain currently available information and certain assumptions and methodologies that MAC believes are reasonable under the circumstances. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the differences may be material. MAC believes that its assumptions and methodologies provide a reasonable basis for presenting all the significant effects of the proposed transaction based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the proposed transaction. MAC and CMPL have not had any historical relationship prior to the proposed transaction. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

Post the close of the Business Combination, MAC’s current public shareholders, the Sponsor, which directly owns the Founder Shares (and which are indirectly owned by the initial shareholders), the PIPE Investors, and current CMPL shareholders, own approximately the following percentages of New MAC Ordinary Shares:

	Final Redemptions
	Shares		%
MAC public shareholders⁽¹⁾		3,329,006		7	%
Shares held by Sponsor (including the Anchor Investors and Cornerstone Investors) ⁽²⁾		6,628,695		14	%
PIPE Investors⁽³⁾		22,721,747		47	%
Redemptions Backstop Facility⁽⁴⁾		2,500,000		5	%
Current CMPL shareholders		10,000,000		21	%
Other Equity⁽⁵⁾		3,230,000		7	%
		48,409,448		100	%*

*The percentages may not add due to rounding

	(1)	The unaudited pro forma condensed combined financial statements are prepared on the final redemption price for Class A Redeemable shares of approximately $10.34 per share.

	(2)	Green Mountain Metals LLC is the record holder of the shares reported herein. In addition, certain of MAC’s officers and directors and Anchor Investors hold Class B units in Green Mountain Metals LLC, which entitle them to an equivalent number of New MAC Ordinary Shares on distribution. The Sponsor has subsequently agreed to transfer 985,000 Founder Shares to the Cornerstone Investors. The amounts shown for these individuals are included in the total owned by Green Mountain Metals LLC.

	(3)	Assumes 22,721,747 shares issued to PIPE Investors at the redemption share price of $10.00 per share for gross proceeds of approximately $227 million (Refer to Note 4(c)).

	(4)	The Redemptions Backstop Facility comprises an equity subscription component of $25 million (2,500,000 shares at the share redemption price of $10.00 per share) and a Copper stream component $75 million.

	(5)	Other Equity comprises 1,500,000 shares as part of the Mezzanine financing package as well as 1,500,000 shares as part of the Silver Sale-and- purchase agreement. The remaining 230,000 shares represent participation by certain of MAC’s officers and directors.

All subscriptions are at the PIPE subscription price of $10.00 per share.

The share amounts and ownership percentages set forth above do not take into account (i) MAC Warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter, (ii) New MAC Warrants issued in relation to the subordinated financing and (iii) equity awards to be issued under the 2023 Plans. In accordance with the terms of the Share Sale Agreement, in no event will MAC redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001.

Note 3 — Accounting for the Business Combination

The Business Combination is accounted for using the acquisition method in accordance with IFRS 3. MAC has been identified as the “acquirer” as it will obtain control over CMPL as the “acquiree” by its wholly owned subsidiary, MAC-Sub, purchasing 100% of the share capital of CMPL. The Transaction will be completed by transferring cash and issuing New MAC Ordinary Shares to Glencore. In addition, there will be a Royalty Deed with Glencore which is to be classified as a financial liability. Deferred and contingent consideration also exists for the potential payouts to Glencore based on proceeds from a future ASX listing and/or capital raising and if the average daily LME closing price for copper is greater than (a) $4.25/lb ($9,370/mt) for any rolling 18-month (commencing at Closing), and (b) $4.50/lb ($9,920/mt) for any rolling 24-month period (commencing at Closing) during the life of the mine. The cash being transferred represents a significant majority of the total consideration, meaning the SPAC merger is carried out primarily by transferring cash rather than by exchanging equity interests. The purchase consideration will be allocated to the fair value of the acquired assets and liabilities and will be based on management’s best estimate of the fair value based on currently available information. The actual amount allocated to certain identifiable net assets could vary as the purchase price allocation is finalized. The Royalty Deed Agreement and Contingent payments linked to average copper price thresholds are to be classified as financial liabilities and initially recognized at fair value, and subsequently measured at fair value with changes recognized in profit or loss. The Offtake Agreement represents an executory contract that replaces the existing offtake agreement between CMPL and Glencore which was settled and closed out on Closing. Delivery of goods and sales earned under the new Offtake Agreement will be recorded in accordance with MAL’s revenue recognition policies when they occur which has been reflected as Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial statements.

Note 4 — Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined statement of financial position and combined statements of income (loss) have been prepared to reflect the Transaction together with the related transactions summarized above and the following assumptions and adjustments.

Unaudited Pro Forma Condensed Combined Statement of Financial Position

(a)

Upfront deposit relating to the sale-and-purchase agreement for 100% of the payable silver over the life- of-mine (“Silver Stream”): Adjustment reflects the proceeds from the $75 million upfront deposit for the Silver Stream. The term of the Silver Stream is 20 years and represents a prepayment for payable silver to be sold to Osisko. The Silver Stream is an executory contract and New MAC only has a responsibility to deliver refined silver if refined silver is produced. The upfront deposit of $75 million was recorded as a deferred liability in the pro forma balance sheet. The economic effective date for the commencement of deliveries under the Silver Stream be February 1, 2023. New MAC shall sell and deliver Refined Silver to the Purchaser in an amount equal to the Streamed Silver Quantity of each outturn of Refined Silver by an offtaker (provisional or final) between February 1, 2023, and the Closing Date within twenty (20) business days of the Closing Date. The estimated contractual amount owing on Closing in exchange for the gross deposit received, is $3,855,108.

(b)

Credit facilities: New MAC has entered into a syndicated senior term loan facility for $205 million and a mezzanine facility for $135 million that was used to partially fund the cash portion of the purchase price payable on Closing. MAC has already incurred debt issuance costs associated with the facilities of $1,598,459 and incremental costs of $699,230 which has been accrued. The proceeds, net of banking fees received under the syndicated senior term loan facility to fund the purchase price was $196.3 million after taking into account debt issuance cost of $8,702,408. The mezzanine facility has an original issue discount of 2% representing debt issuance costs of $2,700,000. The net proceeds received to fund the purchase price was $132.3 million. The Redemptions Backstop Facility was fully utilized and comprises a $75 million copper stream and an incremental $25 million equity subscription (See Note 2 and Note 4(c)). The $75 million copper stream is fully subordinated to the senior lending facility with a delivery holiday for the first 12 months post-Closing. On the 5th anniversary of Closing, New MAC will have the option to buy back one third of the residual stream amount (reducing the second Threshold Stream and Tail Stream to 3.25% and 1.5%, respectively) for $40 million cash. Deliveries under the copper stream may be deferred and are therefore accounted as a financial liability at fair value of the consideration received. The interest on the Mezzanine facility can be paid in cash or accrued as a payment-in-kind (“PIK”) at the election of MAC. PIK interest will only be settled in cash as a bullet payment at the maturity date of the facility. The percentage that can be accrued as a PIK is dependent on a range of copper prices. The senior and mezzanine debt facilities are recognized at amortized cost net of debt issuance costs and original issue discounts.

(in thousands of US dollars)
Syndicated Senior Term Loan	$	205,000
Less Debt issuance costs net settled		(8,702	)
Net Funding Amount	$	196,298
Less Accrued Debt issuance cost		(1,253	)
Syndicated Senior Term Loan Liability	$	195,045
Portion reclassified to short term		(68,333	)
Syndicated Senior Term Loan Liability - Long Term	$	126,712

Mezzanine Loan	$	135,000
Less Debt issuance costs net settled		(2,700	)
Net Funding Amount	$	132,300
Less Accrued Debt issuance cost		(1,045	)
Mezzanine Loan Liability	$	131,255

(c)

Private placement and replacement of MAC Class B Ordinary Shares with New MAC Ordinary Shares: The adjustment reflects the proceeds from the issuance of a total of 28,451,747 New MAC Ordinary Shares at a price of $10.00 per share (par value of $0.0001 per share), Other Equity from Osisko, Sprott and certain of MAC’s officers and directors (an aggregate of 3,230,000 shares) and in relation to the equity component of the Redemptions Backstop Facility (2,500,000 shares). The issuance of the 28.45 million New MAC Ordinary Shares have a nominal value of $2,845, and at $10.00 per share, generated gross proceeds of $284.5 million. The proceeds from the PIPE Financing, Other Equity and equity component of the Redemptions Backstop Facility are recognized at the fair value of the consideration received less estimated share issuance costs of approximately $3,988,699 for a net amount of $280.5 million. On Closing, the 6,628,695 MAC Class B Ordinary Shares held by the Sponsor (including the interests of certain initial IPO investors (“Anchor Investors”)) was converted on a one-for-one basis into New MAC Ordinary Shares. Certain qualified institutional buyers or institutional accredited investors who are unaffiliated with the New MAC management team (“Cornerstone Investors”) purchased a total of 13,500,000 New MAC Ordinary Shares, or 59%, of the PIPE of 22,721,747 Ordinary Shares. The Sponsor transferred an aggregate of 985,000 Founder Shares to Cornerstone Investors. MAC estimated the aggregate fair value of these Founder Shares attributable to Cornerstone Investors via their purchase of PIPE shares to be $8,835,450, or $8.97 per share. The Founder Shares allocated to the Cornerstone Investors represent a capital contribution by the Sponsor for the benefit of New MAC and are recorded as offering costs and reflected as a reduction in the proceeds from the offering and offering expenses. The Sponsor, initial shareholders and Cornerstone Investors have waived all anti- dilution rights with respect to such shares.

Shares	Final Redemptions
PIPE Investors		22,721,747
Redemptions Backstop Facility		2,500,000
Other Equity		3,230,000
Total Shares issued		28,451,747

(in thousands of US dollars)
Gross proceeds	$	284,517

(d)

Sale-leaseback: In conjunction with the Transaction and to establish liquidity upon Closing, New MAC will enter into a permitted sale-leaseback arrangement for newly acquired underground equipment with an estimated fair value on acquisition of $16.7 million (A$25 million) which will result in the recognition of a lease liability of $16.7 million and a corresponding right-of-use asset amount. The agreement is at an advanced stage and will be consummated before June 30, 2023. The fair value of the assets subject to the sale are equal to the current carrying value. The net effect of the transaction is a reduction in Property, Plant and Equipment of $1,387,492 (See Note 4(e)). The lease liability is recognized at amortized cost over an expected lease term of three (3) years and split between a long-term portion of $10.3 million and a short-term portion of $6.4 million.

(e)

Accounting for incremental transaction costs and settlement of Sponsor Promissory Note: The Glencore Deed of Consent costs have been partially accrued in deferred liabilities and was settled on Closing. Total estimated transaction costs are accounted for in total combined deferred liabilities of $9.7 million and accrued expenses and accounts payable of $64.6 million that includes Stamp duty estimated at $59 million. Debt issuance costs of $13.7 million were partially net settled with funding of the Senior Term Loan and the Mezzanine debt (See Note 4(b)). Share issuance costs have been accounted for in additional paid-in capital and together with the deferred underwriting fee remains payable at Closing. Incremental other transaction costs of $3.3 million is not deemed debt issuance costs or share issuance costs and have been accounted for in the unaudited pro forma condensed combined statement of comprehensive income. The Sponsor Promissory Note was not settled on Closing. The amounts due to a related party was capitalized as part of the Promissory Note prior to closing.

(thousands of US dollars)
Transaction costs incurred on closing
Stamp duty	$	59,046
Other transaction costs		3,315
Discount on Deferred Underwriting Fee		(1,500	)
Transaction Costs	$	60,861
Loss recognized on Sale-and-leaseback		1,387
Accumulated deficit	$	62,248

Transaction costs settled on closing
Glencore Deed of Consent costs	$	5,079

(f)

Deferred underwriting costs: Adjustment relates to the payment of the deferred underwriting fees related to the August 2, 2021, initial public offering of MAC and will be settled on closing of the Transaction. New MAC and the underwriter have agreed to a partial reduction of the outstanding fee.

(g)

Acquisition of CMPL: If the transaction had occurred on March 31, 2023, the estimated preliminary fair values of the identifiable assets and liabilities (and related tax impacts) of CMPL and the purchase consideration would be as follows:

(in thousands of USD dollars)	Carrying Value		Purchase Price Allocation			Fair Value
Assets
Cash and cash equivalents⁽¹⁾	$	406	$	15,000		$	15,406
Trade receivables from related parties		-		-			-
Other receivables		1,648					1,648
Inventories		21,415		24,068			45,483
Prepaid expenses		2,018					2,018
Property, plant and equipment⁽³⁾		423,910		815,785			1,239,695
Intangible assets		721					721
Inventories		334					334
Other assets		-					-
Total Assets	$	450,452	$	854,853		$	1,305,305

Liabilities
Trade payables ⁽⁴⁾		10,734		4,497			15,231
Trade payables related parties⁽²⁾		1,720		(1,720	)		-
Other payables		6,483					6,483
Short term Lease liabilities		568					568
Short term Provisions		11,870					11,870
Lease liabilities		67					67
Provisions		44,600					44,600
Deferred tax liabilities⁽³⁾		10,108		121,375			131,483
Total Liabilities	$	86,150	$	124,152		$	210,302
Net Assets Acquired	$	364,302	$	730,701		$	1,095,003

Estimated Purchase Price Consideration
Cash consideration						$	775,000
Less Estimated Working Capital Adjustment							(4,497	)
Cash consideration on Closing							770,503
Royalty Deed							45,000
Deferred Consideration							75,000
Fair value of Contingent Consideration							104,500
Current CMPL shareholders							100,000
Total⁽⁵⁾						$	1,095,003

(1)

The Transaction as agreed, allows for a minimum working cash amount of $15 million to be available in cleared funds as well as finished product inventory equating to approximately one month of production or two shipments upon Closing to establish minimum liquidity. The finished product inventory has been revalued to estimated net realizable value. Estimated net realizable value is determined based on the prevailing copper sales price less estimated treatment and refining costs based on the new offtake agreement.

(2)

Parties have agreed that all related party transactions in CMPL will be settled prior to closing as it represents amounts receivable and payable under the historical offtake agreement.

(3)

The preliminary purchase price allocation is based on management’s best estimate using the depreciated replacement cost method and taking into account any change in the tax base of the assets as a result of the allocation. The actual amount allocated to certain identifiable net assets could vary as the purchase price allocation is finalized post closing and will also affect the estimated Stamp Duty costs accrued (See Note 4(e)).

(4)

The final purchase price is subject to a normalized working capital level. The working capital estimate on Closing resulted in an initial net reduction in the purchase price of $4.5 million. This amount is subject to review and will be finalized 90 days post Closing.

(5)

One June 2, 2023, The parties have agreed that, to the extent CMPL’s Security Bond Liability increases beyond the amount applicable as at the date of the Share Sale Amendment, Glencore agrees to procure that it, or its related bodies corporate, will procure bank guarantees or securities are provided to the State on behalf of the Company at Glencore’s cost for the portion of such Security Bond Liability that exceeds the current Security Bond Liability during the period on and from completion of the Business Combination until the earlier of (i) the refinancing of MAL’s Senior Facilities (as that term is defined in the Proxy Statement/Prospectus) or the date that the Senior Facilities are repaid or cancelled in full. Glencore has also agreed to maintain its current Security Bond cover in place for an interim period post closing of the Business Combination, of up to 90 days, at which time New MAC will replace the Security Bond (to the extent it doesn’t exceed current Security Bond Liability). If New MAC is unable to replace the Security Bond within the interim period a re-balancing regime has been agreed to reflect the commercial positions outlined in this paragraph (namely, that New MAC will meet the obligations and responsibility for the current Security Bond Liability).

(h)

Redemption of MAC Class A Ordinary Shares: Adjustment to reflect the redemption of 23,185,774 MAC Class A shares Ordinary Shares upon Closing of the Transaction.

The remaining 3,329,006 non-redeeming MAC Class A Ordinary Share shareholders became ordinary shareholders of MAL, resulting in $34,431,481 (3,329,006 shares at $10.00 per share plus interest) at Closing, to be transferred to available cash to fund the Transaction.

(i)

Deferred Consideration:

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

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

the unpaid balance of the $75,000,000 will accrue interest at a rate equivalent to what New MAC pays on the Mezz Facility, set at 3-month SOFR plus a variable margin of 8 – 12% (which will be determined by reference to prevailing copper prices); and

any residual (up to the $75,000,000 plus applicable interest) not paid in cash by the date that is twelve (12) months after the Closing will be settled on the next business day through the issuance of additional New MAC Ordinary Shares at a 30% discount to the 20-trading day VWAP before the issuance (the “Equity Conversion Date”). If New MAC is listed on more than one exchange, the VWAP will be calculated by reference to the exchange with the largest volume (US$ 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;

The Deferred Consideration are recognized as a financial liability that is measured at amortized cost.

(j)

Contingent Adjustments (please refer to Note 3 for additional information regarding the accounting treatment of these portions of the Transaction):

Royalty Deed: The Royalty Deed is a net smelter return royalty agreement pursuant to which after the Closing, CMPL will pay to the Seller a royalty equal to 1.5% from all net smelter returns from all marketable and metal-bearing copper material produced from the mining tenure held by CMPL at the time of the Closing. The $45 million adjustment reflects the fair value of the Royalty Deed upon close of the Transaction. The estimated fair value was determined by discounting 1.5% of the future expected copper net smelter return over the expected life of the mine. The net smelter return is determined using consensus copper prices less estimated treatment and refining costs under the new offtake agreement.

Copper price: After Closing, Glencore is entitled to $150 million in cash structured as two contingent payments of $75 million each, the First Contingent Copper Payment and Second Contingent Copper Payment, that are unsecured, fully subordinated and payable if, and only if, over the life of the mine, the average daily LME closing price is greater than (i) $4.25/lb ($9,370/mt) for any rolling 18-month period (commencing at Closing), and (ii) $4.50/lb ($9,920/mt) for any rolling 24-month period (commencing at Closing). The contingent payments are recognized as a financial liability and measured at fair value estimated at $104.5 million based on the output from a commodity price simulation model and recognized as a financial liability.

Key assumptions
LME Spot Copper Price	$	4.10
Annualized Copper Price Volatility		26.10	%
Annual Copper Price Inflation Rate		1.04	%
Risk-free Interest Rate		3.70	%
Reversion factor		11.60	%

(k)

Warrant liability: Adjustment for the fair value of 3,187,500 warrants to purchase New MAC Ordinary Shares issued to Sprott in connection with the Mezzanine Facility. The warrants have an exercise price of $12.50 per share, are fully transferable and have a 5-year term from the date of issuance. The Warrant liability is estimated at fair value using a Black-Scholes Merton model.

Key assumptions
Underlying Share Price	$	10.22
Strike Price	$	12.50
Volatility		25.00	%
Risk-free Interest Rate		3.70	%
Term		5 years

(l)

Additional paid-in capital: Adjustment for the conversion of MAC Class A and B shares to common shares in New MAC final redemptions. The remaining adjustments reflect the additional paid-in capital for shares issued at $10 per share less the Par Value of $0.0001 per share in New MAC less share issuance costs associated with the PIPE Investors and warrants issued in connection with the Mezzanine Facility.

(in thousands of USD dollars)	Proceeds			Common Shares - Par Value		Additional Paid- In Capital
MAC Class A Ordinary Shareholders	$	34,431		$	0	$	34,431
PIPE Investors		227,217			2		227,215
Redemption Backstop Facility		25,000			0		25,000
Current CMPL shareholders		100,000			1		99,999
Other Equity Investments		32,300			0		32,300
Gross Proceeds		418,949			4		418,945
Fair Value of Founder Shares allocated to Cornerstone Investors		(8,835	)		-		(8,835	)
Mezz Warrants issued		(6,965	)		-		(6,965	)
PIPE Share Issuance Costs		(3,989	)		-		(3,989	)
		399,160			4		399,156
Capital contribution for Founder Shares allocated to Cornerstone Investors by Sponsor		8,835			-		8,835
Class B Shares held by the Sponsor		-			0		0
Total	$	407,995		$	5	$	407,991

(m)

Depreciation of acquired assets: Reflects the revised depreciation of finite-lived assets arising on the acquisition of CMPL and based on management’s preliminary estimate of estimated useful lives. The major categories of property, plant and equipment are depreciated on a unit of production (“UOP”) and/or straight-line basis. The finite-lived assets relate to buildings and plant and equipment that are depreciated on a straight- line basis while mineral resource and mine development follow the UOP basis. Estimated useful lives are linked to MAC’s estimate of current life- of-mine while the estimated UOP rate is approximately 2% on an annualized basis. UOP is based on MAC’s current estimate of proven and probable reserves which includes inferred resources converted at a historical conversion rate Pro forma adjustments by asset category are as follows:

	For the three months ended March 31, 2023
(in thousands of USD dollars)	CMPL Depreciation			Revised MAC Depreciation			Transaction Accounting Adjustment
Freehold land and buildings	$	(65	)	$	(159	)
Plant and equipment		(7,218	)		(5,596	)
Right-of-use assets		(352	)		(8	)
Mineral Resource		-			(1,609	)
Mine Development		(4,061	)		(3,092	)
Included in cost of goods sold	$	(11,696	)	$	(10,464	)	$	1,232

	For the year ended December 31, 2022
(in thousands of USD dollars)	CMPL Depreciation			Revised MAC Depreciation			Transaction Accounting Adjustment
Freehold land and buildings	$	(529	)	$	(635	)
Plant and equipment		(32,319	)		(22,384	)
Right-of-use assets		(1,320	)		(30	)
Mineral Resource		-			(6,435	)
Mine Development		(17,160	)		(12,369	)
Included in cost of goods sold	$	(51,328	)	$	(41,853	)	$	9,475

Asset Category	Carrying Value at March 31, 2023		Allocation of FV Adjustment to Asset Categories		Revised Asset Base		Revised useful life			Depreciation method	Revised Annual Depreciation using MAC Useful Lives		Revised Quarterly Depreciation using MAC Useful Lives
Freehold land and buildings	$	1,182	$	10,245	$	11,427		18		Straight Line	$	635	$	159
Plant and equipment		198,056		204,853		402,909		18		Straight Line		22,384		5,596
Right-of-use assets		547		-		547		18		Straight Line		30		8
Mineral Resource		-		282,271		282,271		2	%	UOP		6,435		1,609
Exploration and evaluation		-		-		-		2	%	UOP		-		-
Mine Development		224,125		318,415		542,540		2	%	UOP		12,369		3,092
Total		423,910		815,784	$	1,239,694					$	41,853	$	10,464

(n)

Royalty Deed: Reflects estimated costs of 1.5% copper only net smelter return royalty payable to Glencore as part of the Royalty Deed going forward. See Note 1, Note 2, Note 4(j)(a) herein.

(o)

Sale-leaseback: Reflects estimated depreciation of the right of use asset and interest on the sale- leaseback. The right-of-use asset is capitalized at $16.7 million (see Note 4(d)) and depreciated over an estimated useful life of three (3) years on a straight-line basis.

(p)

Transaction costs: Reflects estimated costs associated with the Transaction of $60.9 million to be incurred subsequent to December 31, 2022 (See Note 4(e)).

(q)

Reversal of Trust interest income, Change in fair value of conversion option and Amortization of discount on convertible promissory note: Trust income represents interest earned from the cash held in the Trust Account for the three months ended March 31, 2023, of $2,848,650 and for the year ended December 31, 2022, of $ 3,753,097. The Trust funds will be utilized to fund the proposed Business Combination and accordingly this income will not form part of future operations. The change in fair value of the conversion option is applicable to the conversion option embedded in the promissory note from the Sponsor to MAC in order to fund expenses related to the Transaction in 2022. The Promissory note will be converted to Private warrants or per the terms, settled at the close of the Transaction (See Note 4(e)).

(r)

Interest on debt facilities and Glencore Deferred Consideration: Reflects interest expense related to the drawdown of a $205 million syndicated senior term loan using a current estimate of the payable interest rate of 8.1% and the interest expense relating to the $135 million Mezz Facility is based on an estimate of the applicable interest rate of 12.5%. The Glencore Deferred Consideration carries interest at the same rate as the Mezz Facility; the interest rate period is assumed to be six (6) months from Closing, taking into account the timing and estimated proceeds from the planned ASX listing as discussed in these notes and elsewhere in this filing. Under the 50% Redemption Scenario, interest is also calculated on the $75 million Copper Stream from Osisko.

	For the Three months ended March 31, 2023
(in thousands of US dollars)	Final Redemptions
Interest Expense
Subordinated debt - Mezz Term Loan	$	4,220
Senior Debt - Term Loan (Banks)		4,167
Senior Debt - Revolving Credit Facility (Banks)		-
Glencore Deferred Payment		1,289
Redemption Backstop Facility - Debt (Copper Stream)		897
Surety Bond (Environmental Liability)		251
Equipment leases		212
Total interest expense	$	11,036

The sensitivity analysis below demonstrates the impact of 0.125% change on the Transaction Adjustment interest expense for the three months ended March 31, 2023, $11,036:

	Assuming 50% Redemption
(in thousands of US dollars)	Decrease 0.125%			Increase 0.125%
Senior Debt - Term Loan (Banks)	$	4,177		$	4,262
Subordinated debt - Mezz Term Loan		4,103			4,231
Glencore Deferred Payment		1,278			1,301
Redemption Backstop Facility - Debt (Copper Stream)		873			921
Surety Bond (Environmental Liability)		244			259
Equipment leases		208			215
Total interest expense	$	10,883		$	11,189
Net Movement	$	(153	)	$	153

	For the year ended December 31, 2022
(in thousands of US dollars)	Final Redemptions
Interest Expense
Subordinated debt - Mezz Term Loan	$	16,878
Senior Debt - Term Loan (Banks)		16,667
Glencore Deferred Payment		5,157
Redemption Backstop Facility - Debt (Copper Stream)		3,589
Surety Bond (Environmental Liability)		1,006
Equipment leases		1,229
Total interest expense	$	44,526

The sensitivity analysis below demonstrates the impact of 0.125% change on the Transaction Adjustment interest expense for the year ended December 31, 2022, of $44,526:

	Assuming 50% Redemption
	Decrease			Increase
(in thousands of US dollars)	0.125%			0.125%
Senior Debt - Term Loan (Banks)	$	16,710		$	17,047
Subordinated debt - Mezz Term Loan		16,410			16,923
Glencore Deferred Payment		5,110			5,204
Redemption Backstop Facility - Debt (Copper Stream)		3,495			3,683
Surety Bond (Environmental Liability)		974			1,037
Equipment leases		1,209			1,250
Total interest expense	$	43,908		$	45,144
Net Movement	$	(618	)	$	618

(s)

Tax: The adjustment reflects the estimated tax impact of pro forma adjustments relating to MAC-Sub at the Australian Company tax rate of 30% for the three months ended March 31, 2023, and for the year ended December 31, 2022 as well as pro forma management adjustments at New MAC that will be subject to Jersey company tax of 0% which is equivalent to the MAC Cayman tax rate.

	Three months ended March 31, 2023
(in thousands of US dollars)	Final Redemptions
Tax effect of All Transaction adjustments	$	808
Deferred Tax release due to temporary differences associated with revised depreciation		741
Reversal of CMPL uncertain tax positions(1)		1,256
Transaction Adjustment	$	2,805
CMPL Tax expense		(3,981	)

Tax (benefit)/Expense	$	(1,176	)

(1)

The CMPL uncertain tax positions relates to an estimated impact of a transfer pricing matter relating to the historical offtake agreement as well as the historical Tax Consolidated Group. New MAC (via MAC-Sub) will form a new Tax Consolidated Group and accordingly this tax position will not apply going forward.

	For the year ended December 31, 2022
(in thousands of US dollars)	Final Redemptions
Tax effect of All Transaction adjustments	$	7,027
Deferred Tax release due to temporary differences associated with revised depreciation		2,966
Reversal of CMPL uncertain tax positions		12,395
Transaction Adjustment	$	22,388
CMPL Tax benefit		(15,715	)
Tax (benefit)/Expense	$	6,673

(1)

(t)

Offtake agreement: Adjustments to revenue and distribution and selling expenses to account for the revised offtake agreement between MAC-Sub and CMPL related party. The historical CMPL financial statements accounts for the offtake agreement with GIAG, the same counterparty as the counterparty going forward. The terms and nature of the agreement have changed, and therefore the financial statements have been adjusted to reflect the effects of the new agreement for the three months ended March 31, 2023, and the year ended December 31, 2022. The offtake agreement has changed from a price participation agreement for treatment and refining costs to benchmark offtake agreement with market referenced treatment and refining cost. Any amounts receivable under the historical offtake agreement will be settled on Closing (Refer to Note 4(g)).

(u)

Reclassification to conform financial statement line-item presentation: Please also refer to Note 7. New MAC operating and formation costs for the three months ended March 31, 2023, of $1,203,610, acquisition costs of $3,383,270 and bank fees of $1,191 have been reclassified as Administrative expenses and will be non-recurring in the 12 months following the consummation of the Business Combination. Similarly, operating and formation costs for the year ended December 31, 2022, of $2,117,475 and acquisition costs of $7,625,359 and bank fees of $5,205 have been reclassified as Administrative expenses, are non-recurring and will not recur beyond the 12 months following the consummation of the Business Combination.

Note 5 — Management Adjustments

Management Adjustments reflects adjustments for estimated corporate costs to operate New MAC post the Transaction, as a publicly traded mining company owning the CSA mine. The estimated corporate expenses represent dis-synergies of the Business Combination since CMPL represents a privately held entity that do not have an existing executive or corporate structure.

Corporate overhead costs are based on Managements’ experience of running single asset, public mining companies and based on judgment. These costs may not be sufficient to cover all expected and unexpected overhead costs in order to run New MAC.

(in thousands of US dollars)	Three months ended March 31, 2023		For the year ended December 31, 2022
Directors’ and officers' insurance	$	625	$	2,500
Executive and Corporate personnel salaries		985		3,940
Director Fees		130		520
Regulatory fees		31		125
Investor relations and conference fees		138		550
Head Office Rent		19		75
IT and communications		328		1,312
Audit Fees and Internal control		100		400
Miscellaneous		63		250
Corporate overhead costs	$	2,418	$	9,672

The effect of Management Adjustments on earnings per share for the three months ended March 31, 2023, are as follows:

	Three months ended March 31, 2023
(in thousands of US dollars)	Final Redemptions
Profit/(loss) for the year	$	(13	)
Corporate overhead costs		(2,418	)
Revised Profit/(Loss) for the year	$	(2,431	)

Loss per share - basic	$	(0.05	)
Weighted average shares outstanding - basic		48,409,448
Profit (Loss) per share - diluted	$	(0.05	)
Weighted average shares outstanding - diluted		48,409,448
Effect of potential dilutive securities		-
Adjusted weighted average shares outstanding - diluted		48,409,448

For the three months ended March 31, 2023, 18,561,064 of potentially dilutive common shares, issuable upon the exercise of the Public Warrants (8,838,260), Private Warrants (6,535,304) and Mezzanine Financing Warrants (3,187,500) were not included in the computation of loss per share as their effect was anti-dilutive.

The effect of Management Adjustments on earnings per share for the year ended December 31, 2022, are as follows:

	For the year ended December 31, 2022
(in thousands of US dollars)	Final Redemptions
Profit/(loss) for the year	$	(11,138	)
Corporate overhead costs		(9,672	)
Revised Profit/(Loss) for the year	$	(20,810	)

Loss per share - basic	$	(0.43	)
Weighted average shares outstanding - basic		48,409,448
Profit (Loss) per share - diluted	$	(0.43	)
Weighted average shares outstanding - diluted		48,409,448
Effect of potential dilutive securities		-
Adjusted weighted average shares outstanding - diluted		48,409,448

For the year ended December 31, 2022, 18,561,064 of potentially dilutive common shares, issuable upon the exercise of the Public Warrants (8,838,260), Private Warrants (6,535,304) and Mezzanine Financing Warrants (3,187,500) were not included in the computation of loss per share as their effect was anti- dilutive.

Note 6 — Profit (loss) per share

The pro forma net income (loss) per share is calculated using the weighted average number of shares outstanding, and the issuance of additional shares in connection with the Business Combination and PIPE financing for the three months ended March 31, 2023, and the year ended December 31, 2022.

Basic and diluted net income (loss) per share is calculated by dividing the net income (loss) for the period by the pro forma weighted average number of ordinary shares and dilutive shares that would have been outstanding during the period using the treasury stock method. Excluded from the calculation are potential equity awards to be issued under employee plans. New MAC Warrants issued in connection with the Business Combination are not included in the basic earnings per share calculation as the options are not exercised at the date of the consummation of the Share Sale Agreement.

The weighted average number of ordinary shares was determined by taking the historical number of ordinary shares outstanding of MAC and adjusting for the shares issued under the Transaction and shown in Note 3.

	Final Redemption
New MAC Ordinary shares outstanding after Business Combination		48,409,448
New MAC Warrants
Public Warrants		8,838,260
Private Warrants		6,535,304
Mezzanine Financing Warrants		3,187,500
Total New MAC Ordinary Shares Outstanding After Warrant Exercise		66,970,512

Profit (Loss) per share Denominator
Weighted average shares outstanding – basic		48,409,448
Weighted average shares outstanding – diluted		48,409,448

For the three months ended March 31, 2023, and the year ended December 31, 2022, 18,561,064 of potentially dilutive common shares, issuable upon the exercise of the Public Warrants (8,838,260), Private Warrants (6,535,304) and Mezzanine Financing Warrants (3,187,500) were not included in the computation of loss per share as their effect was anti-dilutive.

Note 7 — Financial Statement Reclassification

The following table provides a reconciliation of the reclassification of certain balances on the statement of comprehensive income for the three months ended March 31, 2023, and the year ended December 31, 2022, to conform MAC line items to those used by CMPL and as applied in preparing the pro forma financial information:

(in thousands of US dollars)

Metals Acquisition Corp	Cobar Management Pty. Limited	Three months ended March 31, 2023			Year ended December 31, 2022
Operating and formation costs	Administrative expenses		(1,204	)		(2,117	)
Acquisition costs	Administrative expenses		(3,383	)		(7,625	)
Stock compensation	Administrative expenses		-			(224	)
Bank Fee	Administrative expenses		(1	)		(5	)
Interest expense	Finance costs		(41	)		-
Change in foreign exchange	Net foreign exchange gains/(losses)		(1	)		-

The following table provides a reconciliation of the reclassification of certain balances on the statement of financial position of MAC as at March 31, 2023 to conform to the presentation used by CMPL and as applied in preparing the pro forma financial information:

(in thousands of US dollars)

Metals Acquisition Corp		Cobar Management Pty. Limited		Three months ended March 31, 2023
Cash		Cash and cash equivalents			35

Reclassifications of CMPL’s historical financial statement line items to pro forma financial

The following table provides a reconciliation of the reclassification of certain balances on the statement of profit or loss and other comprehensive income for the three months ended March 31, 2023, and for the year ended December 31, 2022, to conform historical CMPL line items to those used by New MAC on a go-forward basis and as applied in preparing the pro forma financial information:

(in thousands of US dollars)

Cobar Management Pty. Limited		Pro Formas		Three months ended March 31, 2023				Year ended December 31, 2022
Revenue from related party		Revenues		$	65,227			$	219,705

Exhibit 15.4

Independent Registered Public Accounting Firm’s Consent

We consent to the incorporation by reference in this Registration Statement of Metals Acquisition Limited on Form 20-F of our report dated March 31, 2022, which includes an explanatory paragraph as to the ability of Metals Acquisition Corp. to continue as a going concern, with respect to our audit of the financial statements of Metals Acquisition Corp as of December 31, 2021 and for the period from March 11, 2021 (inception) through December 31, 2021 appearing in the Annual Report on Form 10-K of Metals Acquisition Corp for the year ended December 31, 2021. We were dismissed as auditors on February 13, 2023, and accordingly, we have not performed any audit or review procedures with respect to any financial statements appearing in such Prospectus for the periods after the date of our dismissal. We also consent to the reference to our firm under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ Marcum llp

Marcum llp

Houston, TX

June 22, 2023

Exhibit 15.5

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Shell Company Report on Form 20-F of Metals Acquisition Limited of our report dated March 24, 2023 relating to the financial statements of Metals Acquisition Corporation, which appears in the Registration Statement on Form F-4 (File No. 333-269007) of Metals Acquisition Limited. We also consent to the reference to us under the heading “Statement by Experts” in this Shell Company Report on Form 20-F.

/s/ Ernst & Young LLP

Chartered Professional Accountants, Licensed Public Accountants Vancouver, Canada

June 22, 2023

Exhibit 15.6

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Shell Company Report on Form 20-F of our report dated March 17, 2023 relating to the financial statements of Cobar Management Pty Limited, appearing in the Registration Statement No. 333-269007 on Form F-4 of Metals Acquisition Limited. We also consent to the reference to us under the heading “Statement by Experts” in such Shell Company Report.

/s/ Deloitte Touche Tohmatsu

Parramatta, Australia

June 22, 2023

Exhibit 15.7

Level 9, 80 Mount Street

North Sydney, NSW 2060

Australia

CONSENT OF THIRD-PARTY QUALIFIED PERSON

Behre Dolebear Australia Pty Ltd (“BDA”), in connection with the Shell Company Report on Form 20-F dated June 22, 2023 filed by Metals Acquisition Limited and any amendments or supplements and/or exhibits thereto (collectively, the “Form 20-F”) disclosing the Technical Report (as defined below), consents to:

●

the public filing and use of the technical report summary titled “Technical Summary Report – CSA Copper Mine – New South Wales - Australia, effective as of April 18, 2023, by Behre Dolbear Australia Minerals Industry Consultants and other qualified persons,” (the “Technical Report Summary”), with an effective date of April 18, 2023, and that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission, as an exhibit to and referenced in the Form 20-F;

●

the use of and references to our name, including our status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission), in connection with the Form 20-F and any such Technical Report Summary; and

●

the information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that was prepared by us, that we supervised the preparation of and/or that was reviewed and approved by us, that is included or incorporated by reference in the Form 20-F.

BDA is responsible for authoring, and this consent pertains to, the entirety of the Technical Report Summary, except for Section 9.4.

Dated this June 22, 2023

/s/ Malcolm C. Hancock
Malcolm C. Hancock
Executive Director and Authorized Person for
Behre Dolbear Australia Pty Ltd, a Qualified Third-Party Firm


John S McIntyre
Managing Director and Authorized Person for
Behre Dolbear Australia Pty Ltd, a Qualified Third-Party Firm

Exhibit 15.8

Level 4, 1111 Hay Street

West Perth, WA 6005

Australia

CONSENT OF THIRD-PARTY QUALIFIED PERSON

Cube Consulting Pty Ltd (“Cube”), in connection with the Shell Company Report on Form 20-F dated June 22, 2023 filed by Metals Acquisition Limited and any amendments or supplements and/or exhibits thereto (collectively, the “Form 20-F”) disclosing the Technical Report Summary (as defined below), consents to:

●

Cube is responsible for authoring, and this consent pertains to, Sections 7, 8, 9 and 11 of the Technical Report Summary.

Dated this June 22, 2023

/s/ Mike Job
Mike Job
Executive Director and Authorized Person for
Cube Consulting Pty Ltd, a Qualified Third-Party Firm


Rebecca Prain
Managing Director and Authorized Person for
Cube Consulting Pty Ltd, a Qualified Third-Party Firm

Exhibit 15.9

3^rd Floor, 44 Esplanade, St.

St. Helier, Jersey, JE49WG

CONSENT OF QUALIFIED PERSON

Jan Coetzee, in connection with the Shell Company Report on Form 20-F dated June 22, 2023 filed by Metals Acquisition Limited and any amendments or supplements and/or exhibits thereto (collectively, the “Form 20-F”) disclosing the Technical Report Summary (as defined below), consents to:

●

	●	the use of and references to his name, including his status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission), in connection with the Form 20-F and any such Technical Report Summary; and

	●	the information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that was prepared by him, that he supervised the preparation of and/or that was reviewed and approved by him, that is included or incorporated by reference in the Form 20-F.

Dated this June 22, 2023

/s/ Jan Coetzee
Jan Coetzee
Officer of Metals Acquisition Limited, a Qualified Person