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

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

Michael James McMullen
3rd Floor, 44 Esplanade,
St. Helier, Jersey, JE4 9WG
+44 1534 514 000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (as amended, the “Securities Act”), check the following box. ☒

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

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

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

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

Emerging growth company ☒

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

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

†

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.

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission, or “SEC,” is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

pay certain expenses associated with the registration of the securities covered by this prospectus, as described in the section entitled “Plan of Distribution.”

We will not receive any proceeds from the sale of the Shares or Private Warrants by the Selling Securityholders pursuant to this prospectus, except with respect to amounts received by us upon exercise of the Private Warrants and New MAC Financing Warrants (together, the “Warrants”) to the extent such Warrants are exercised for cash, which amount of aggregate proceeds, assuming the exercise of all Warrants for cash, could be up to approximately $115.0 million. We believe the likelihood that warrant holders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our Ordinary Shares. If the market price for our Ordinary Shares is less than $11.50 per share, we believe the holders of Private Warrants will be less likely to exercise their Private Warrants. If the market price for our Ordinary Shares is less than $12.50 per share, we believe the holders of New MAC Financing Warrants will be less likely to exercise their New MAC Financing Warrants. On August 2, 2023, the closing price of our Ordinary Shares on the NYSE was $12.43 per share. In the event the market price of our Ordinary Shares is below the exercise price of our Warrants, we are unlikely to receive any proceeds from the exercise of our Warrants in the near future, if at all. See the section entitled “Risk Factors — Risks Relating to Ordinary Shares — The Warrants may never be in the money, and may expire worthless.”

Given the significant number of our Ordinary Shares that were redeemed in connection with the Business Combination, the number of Ordinary Shares that the Selling Securityholders can sell into the public markets pursuant to this prospectus exceeds our current free float. As a result, significant near-term resale of our Ordinary Shares pursuant to this prospectus could have a significant, negative impact on the trading price of our Ordinary Shares since the number of Ordinary Shares that the Selling Securityholders can sell into the public markets pursuant to this prospectus would constitute a considerable increase to our current free float. This impact may be heightened by the fact that, as described above, certain of the Selling Securityholders purchased shares of our Ordinary Shares at prices that are well below the current trading price of our Ordinary Shares. The 54,803,246 shares that may be resold and/or issued into the public markets pursuant to this prospectus represent approximately 94% of the shares of our Ordinary Shares outstanding as of August 3, 2023 (assuming the exercise of all derivative securities for which underlying shares are registered for resale hereunder).

We will pay the expenses, other than underwriting discounts and commissions and expenses incurred by the Selling Securityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholders in disposing of the securities, associated with the sale of securities pursuant to this prospectus.

Our Ordinary Shares and public warrants are listed on the New York Stock Exchange LLC (the “NYSE”) under the trading symbols “MTAL” and “MTAL.WS.” On August 2, 2023, the closing price for our Ordinary Shares on NYSE was $12.43 and the closing price for our public warrants on NYSE was $1.70.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.

We are a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company disclosure and reporting requirements. See “Prospectus Summary — Foreign Private Issuer.”

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 10 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

PROSPECTUS DATED                 , 2023

 

 

 

FINANCIAL STATEMENT PRESENTATION

The Company

Prior to the Business Combination, New MAC had no material assets and did not conduct any material activities other than those incident to its formation and certain matters related to the Business Combination, such as the making of certain required securities law filings. New MAC was incorporated to become the holding entity of MAC and CMPL to effect the Business Combination. Accordingly, no financial statements of New MAC have been included in this prospectus. New MAC continues not to have any assets other than its indirect equity interest in CMPL and direct equity interests in Metals Acquisition Corp. (Australia) Pty Ltd (“MAC-Sub”). As a result, the financial statements included in this prospectus are those of MAC and CMPL.

The Business Combination is accounted for using the acquisition method in accordance with IFRS 3. New MAC has been identified as the “acquirer” as it obtained control over CMPL as the “acquiree” by its wholly-owned subsidiary, MAC-Sub, purchasing 100% of the share capital of CMPL.

CMPL

CMPL’s audited financial statements as of December 31, 2022, 2021 and 2020 and for the years then ended included in this prospectus have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and are reported in U.S. dollars. IFRS differs from the United States generally accepted accounting principles (“U.S. GAAP”) in certain material respects and thus may not be comparable to financial information presented by U.S. companies.

We refer in various places in this prospectus to non-GAAP financial measures (i) Cash Cost, After By- product Credits, (ii) AISC, After By-product Credits, and (iii) free cash flow which are more fully explained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Significant Factors Affecting our Results of Operations — Non-GAAP Financial Measures”. The presentation of non-GAAP information is not meant to be considered in isolation or as a substitute for CMPL’s financial results prepared in accordance with IFRS.

MAC

The historical financial statements of MAC were prepared in accordance with U.S. GAAP and are reported in U.S. dollars.

 

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INDUSTRY AND MARKET DATA

Market, ranking and industry data used throughout this prospectus is based on the good faith estimates of our management, which in turn are based upon our management’s review of internal surveys, independent industry surveys and publications and other third-party research and publicly available information, as indicated. Industry reports, publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In some cases, we do not expressly refer to the sources from which this data is derived. While we have compiled, extracted, and reproduced industry data from these sources, we have not independently verified the data. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

 

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

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competition from existing and new competitors;

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New MAC’s ability to integrate any businesses it acquires;

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

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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;

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climate change;

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

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

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general economic or political conditions; and

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

​

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by our management prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

We caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date of this prospectus. We do not undertake any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that we will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear in our public filings with the SEC, which will be accessible at www.sec.gov, and which you are advised to consult.

 

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires in this document:

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

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

“Ag” means silver.

“Articles” means the amended and restated memorandum and articles of association of New MAC in effect upon the Closing.

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

“Board” means the board of directors of the Company.

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

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

“Closing” means the consummation of the Business Combination on June 15, 2023, including the transactions contemplated by the Share Sale Agreement.

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

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

“Copper Stream” means the copper purchase agreement dated March 20, 2023 entered into by and among MAC-Sub, MAC and MAC Limited in connection with the Redemption Backstop Facility.

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

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

“Cu” means copper.

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

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

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

“ESPP” means the 2023 Employee Stock Purchase Plan.

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

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

“Indicated Mineral Resources” means that part of a Mineral Resource for which quantity, grade (or quality), densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic

 

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viability of the deposit. The nature, quality, amount and distribution of data are such as to allow confident interpretation of the geological framework and to assume continuity of mineralization. An Indicated Mineral Resource may be converted to a probable Ore Reserve.

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

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

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

“LME” means the London Metal Exchange.

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

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

“MAC Limited” means Metals Acquisition Limited.

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

“Material” means all copper concentrate produced by the CSA Mine 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 of the Offtake Agreement.

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

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

“Mezz Facility” means the US$135 million mezzanine debt facility provided by Sprott to MAC-Sub.

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

 

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

“mt” means metric tonne.

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

“New MAC Warrants” means the Private Warrants, public warrants and New MAC Financing Warrants.

“NSW” means New South Wales, Australia.

“NYSE” means The New York Stock Exchange.

“Offtake Agreement” means a life-of-mine offtake obligation committing us to sell to GIAG all Material, and committing GIAG to buy all Material.

“Ordinary Shares” or “New MAC Ordinary Shares” means New MAC’s ordinary shares of $0.0001 each in the capital of the Company and having the rights and being subject to the restrictions specified in the Articles.

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

“PCAOB” means the Public Company Accounting Oversight Board.

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

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

“Private Warrants” means the 6,535,304 private placement warrants issued by New MAC in exchange for MAC private placement warrants originally issued in a private placement in connection with MAC’s IPO at a price of $1.50 per warrant, which are exercisable at a price per share of $11.50.

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

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

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

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

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

“redemption” means the redemption of public shares for cash pursuant to our Amended and Restated Memorandum and Articles of Association.

“Redemptions Backstop Facility” means the up to US$100 million backstop facility provided by Osisko, US$75 million Copper Stream and US$25 million equity subscription following completion of redemptions on a pro-rata basis between the Copper Stream and equity subscription.

“registrable securities” means, collectively, (a) the Founder Shares, (b) the private placement warrants (including any Ordinary Shares issued or issuable upon the exercise of the private placement warrants), (c) any outstanding Ordinary Shares or any other equity security (including the Ordinary Shares issued or issuable upon the exercise of any other equity security) of New MAC held by a party to the A&R Rights Agreement, (d) any equity securities (including the Ordinary Shares issued or issuable upon the exercise

 

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

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

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

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

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

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

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

“SFA” means the syndicated facilities agreement dated as of February 28, 2023, by and between MAC- Sub and the Senior Lenders, which sets forth the terms of the Senior Facilities.

“Senior Lenders” means Citi Debt, Bank of Montreal, Harris Bank, N.A., National Bank of Canada and The Bank of Nova Scotia, Australian Branch, collectively.

“Share Sale Agreement” means the Share Sale Agreement, entered into on March 17, 2022, by and among MAC Limited, MAC, MAC-Sub and Glencore, as amended by the Deed of Consent and Covenant, dated as of November 22, 2022, 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.

“Silver Stream” means the up to US$90 million silver purchase agreement dated March 20, 2023 entered into by and among MAC-Sub, MAC, MAC Limited and Osisko.

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

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

 

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“Subscription Agreements” means the subscription agreements, entered into or to be entered into by MAC, New MAC and each of the PIPE Investors in connection with the PIPE Financing.

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

“transfer agent” means Continental, our transfer agent.

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

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

“VWAP” means volume-weighted average price.

 

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1

 

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3

 

Summary Risk Factors

Investing in our securities entails a high degree of risk as more fully described under “Risk Factors.” You should carefully consider such risks before deciding to invest in our securities. These risks include, among others:

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Estimates of Reserves are uncertain and the volume and grade of ore actually recovered may vary from our estimates.

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Our mining activities are subject to adverse operating conditions and geotechnical risks, which could adversely impact our ore recoveries and mining efficiencies.

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Our mining activities are subject to ongoing cost and resourcing requirements that may not always be met.

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To maintain our business, we will be required to make substantial capital expenditures. If we are unable to obtain needed capital or financing on satisfactory terms, it could have an adverse impact on our results of operations.

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Our management of tailings are subject to significant environmental, health, safety and engineering challenges and risks, including the need to expand our tailings storage capacity that could adversely affect our business.

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Interruption or other disruptions and delays to our operations could have a material adverse effect on our cash flow, results of operations and financial condition.

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Risk Factors

Prospective investors should carefully consider the “Risk Factors” for a discussion of certain factors that should be considered before buying the securities offered hereby.

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In addition, the grade and/or quantity of the metals ultimately recovered may differ from that interpreted from drilling results. There can be no assurance that metals recovered in small-scale tests will be duplicated in large-scale tests under on-site conditions or on a commercial production scale. Until actually mined and processed, no assurance can be given that the estimated tonnage, grades and recovery levels will be realized or that the Ore Reserves will be mined and processed economically. Material inaccuracies in, or changes to, Ore Reserves estimates may impact the LOM Plan and other projections as to the future economic viability of our business operations. Actual production, revenues and expenditures with respect to our Ore Reserves will likely vary from estimates, and these variances may be material. As a result, our estimates may not accurately reflect our actual Ore Reserves in the future.

Additionally, our estimates of Ore Reserves may be adversely affected in future fiscal periods by the SEC’s recent rule amendments revising property disclosure requirements for publicly-traded mining companies, with which we are complying for the first time in this prospectus.

Our mining activities are subject to adverse operating conditions and geotechnical risks, which could adversely impact our ore recoveries and mining efficiencies.

Mining activities are subject to adverse operating conditions and geotechnical risks. Operational risks, accidents and other adverse incidents could include:

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variations in mining and geological conditions from those anticipated, such as variations in geotechnical conclusions;

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operational and technical difficulties encountered in mining, including management of atmosphere and noise, equipment failure and maintenance or technical issues;

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adverse weather conditions or natural or man-made disasters, including floods, droughts, bushfires, seismic activities, ground failures, rock bursts, pit wall failures, structural cave-ins or slides and other catastrophic events;

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insufficient or unreliable infrastructure, such as power, water and transport;

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industrial and environmental accidents, such as releases of mine affected water and diesel spill;

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industrial disputes and labor shortages;

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transportation shortages impacting the timely transportation of labor, goods, products and service providers;

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mine safety accidents, including fatalities, fires and explosions from methane and other sources;

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competition and conflicts with other natural resource extraction and production activities within overlapping operating areas;

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shortages, or increases in the costs, of consumables, components, spare parts, plant and equipment;

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cyber-attacks that disrupt the Group’s operations or result in the dissemination of proprietary or confidential information about the Group to its customers or other third parties;

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security breaches or terrorist acts; and

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any or all of which may affect the ability to continue mining activities at the CSA Mine.

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As with most underground mines, the CSA Mine is subject to geotechnical risks that arise from changes in the stresses, seismicity and/or stability of the rock formations that surround ore and waste material once that material has been extracted by mining. Geotechnical conditions can be unpredictable and failures in current or historic mined areas may occur without warning. Failures, in the form of the material collapsing into stope or development voids may result in risks to the safety of mining personnel underground, damage to mining equipment, a temporary or extended loss of access to mining areas directly or indirectly affected by the failure, and additional costs to rehabilitate affected areas, any of which may have an adverse impact on our operating performance and financial condition.

A particular concern at mines is warm temperatures that can reduce the amount of time during which underground mining activities can safely be conducted. Currently, our mining is taking place at depths down

 

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to 1,900 meters, which significantly increases stress levels and causes difficulties with maintaining acceptable temperature levels in the mine. In particular, the CSA Mine has high virgin rock temperatures, which may result in working conditions that are not suitable for workers or can result in risk for the use of explosives, requiring more expensive high temperature explosives that reduce operational flexibility. Any significant step change in the temperature gradient at depth could amplify this risk.

Any inability to maintain acceptable temperature levels in the mine could cause a delay in recovery of ore and/or could reduce the amount of material that we are able to recover, with the result that the ability to achieve recoveries from mineral sales and to sustain operations would be adversely impacted.

More generally, the CSA Mine’s underground mining operations are subject to general seismicity risks, which may result in sudden movement of underground workings that may result in damage to underground workings and equipment and the temporary suspension of access to affected areas.

Adverse operating conditions may also cause operating costs to increase. Increasing depth will bring added temperature and increases stress levels to be managed and could have an adverse impact on ore recoveries and mining efficiencies.

Ore recovery could be adversely affected by increasing stress conditions that could increase more than modelled at depth (or trigger a significant increase in adverse impacts from even a slight change in conditions), resulting in poor ore recovery and increased dilution, both of which would have a material impact. As depth increases, costs will increase, resulting in the risk of diminishing returns if productivity improvements do not match the depth increases.

Our mining activities are subject to ongoing cost and resourcing requirements that may not always be met.

Our mining activities are dependent upon efficient and successful operation and exploitation of personnel, services and resources. Any increase in the price of production inputs, including labor, fuels, consumables or other inputs can materially and adversely affect our business and results of operations. Input costs can be affected by changes in factors including market conditions, government policies, exchange rates and inflation rates, which are unpredictable and outside our control. If we are unable to procure the requisite quantities of water, fuel or other consumables and inputs that our operations require in time and at commercially acceptable prices, or if there are significant disruptions in the supply of fuel, water or other consumables and inputs, the performance of our business and results of operations could be materially and adversely affected.

To maintain our business, we will be required to make substantial capital expenditures. If we are unable to obtain needed capital or financing on satisfactory terms, it could have an adverse impact on our results of operations.

Mining is a capital-intensive business. Our expected capital expenditure requirements are significant, averaging around $53.3 million per annum over the next five years. Even with estimating data and a methodology that we believe is reasonable and appropriate, unanticipated costs or delays could result in capital cost overruns. We expect to require additional financing to sustain any future capital cost overruns. We plan to finance our operations with a combination of proceeds from the Business Combination, capital from investors, and if required, loans from financial institutions, as well as anticipated future revenue from product sales. Our ability to successfully maintain and expand our business will depend on many factors, including our working capital needs, the availability of equity and/or debt financing and, over time, our ability to generate positive cash flows from operations. We believe that our cash on hand following the Business Combination is sufficient to meet our working capital and capital expenditure requirements for a period of at least 12 months. However, additional funding may be required for a variety of reasons, including, but not limited to, delays in expected development.

Over time, we expect that we will need to raise additional funds through a variety of possible methods, including, but not limited to, entry into joint ventures or other strategic arrangements, the issuance of equity, equity-related or debt securities or receipt of credit from financial institutions. These funds are expected to finance our working capital requirements and ongoing costs such as construction and development relating to the CSA Mine.

 

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Depending on the liquidity of global credit and capital markets, our ability to obtain new funding or refinance in the future may be significantly reduced. We cannot be certain that additional capital will be available on attractive terms, if at all, when needed. In the case of an equity issue, this could be dilutive to shareholders. We may be forced to decrease our level of investment in product development or scale back our operations, which could have an adverse impact on our results of operations.

Our management of tailings are subject to significant environmental, health, safety and engineering challenges and risks, including the need to expand our tailings storage capacity that could adversely affect our business.

Managing a volume of tailings presents significant environmental, health, safety and engineering challenges and risks. Mining operations require governmental permits and approvals for tailings storage areas. At present, the Southern Tailings Storage Facility at the CSA Mine has capacity to store tailings up to October 2024 at the current rate of approximately 55 kt of tailings per month, depending on production rate. The planned future Southern Tailings Storage Facility containment raises, Stages 10 and 11, are currently subject to required approvals. CMPL has commenced preliminary work on potential additional tailings storage areas, including the currently excised Northern Tailings Storage Facility, which may offer an opportunity for further tailings storage, but we cannot guarantee that we will be able to obtain sufficient additional tailings storage areas. If we are not able to obtain additional tailings storage areas, we may not be able to continue our operations and, or, may be subject to substantial penalties for non-compliance.

In addition, recent work has identified a requirement to buttress the Northern Tailings Storage Facility embankment to provide further stability and this work is planned to be carried out in 2023. There may be a requirement for additional ongoing work in the future that has not be identified at this time. This work (and any required future work) could require material expenditures and could adversely affect our business.

A failure of tailings storage areas could result in an adverse environmental impact to the land on which operations are located and have a significant impact on our business and reputation. Based on the impact such incidents have had on other mining companies, a dam failure could result in immediate and prolonged cessation of operations at the relevant site, increased expenses, decrease in Ore Reserves, damage to assets, legal liabilities, government investigations, increased insurances costs or inability to obtain insurance or necessary certifications, and significant remediation (and potentially compensation) costs, as well as long-term reputational damage and other impacts.

Interruption or other disruptions and delays to our operations could have a material adverse effect on our cash flow, results of operations and financial condition.

Anything that delays the consistent mining of the CSA Mine and production of high-grade copper concentrate, including but not limited to construction or engineering issues, geotechnical or other mining related issues, or adverse weather events could alter our prospects and adversely affect our business. Any delays and interruptions associated with the remaining grinding mill installation could have a material adverse effect on our operations. For a more complete description of these delays, see the sections entitled “Business  — Processing” and “Business — Mining”.

Our expected reduction in total direct site operating costs and increase in mined tonnages may not be realized in the short term or at all.

Our expected reduction in total direct site operating costs and increase in mined tonnages may not be realized in the short term or at all as a result of (i) operational and work cultural changes introduced by our ownership and (ii) the development of additional stoping areas.

All production from the CSA Mine is sold to a single customer, GIAG, and such reliance on GIAG as a key customer may have significant consequences for our cash flow and broader financial position.

One hundred percent of production from the CSA Mine is committed under the Offtake Agreement with GIAG. Concurrently with the Closing, we entered into a new Offtake Agreement with GIAG to replace the existing offtake agreement and settle all amounts owing or receivable under the historical agreement, which means that GIAG will continue to be the CSA Mine’s sole customer following the Closing. Under that arrangement, GIAG is entitled to suspend or cancel delivery of product in certain circumstances, such as

 

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due to the occurrence of a force majeure event. For example, both we and GIAG agree to use our respective reasonable efforts to cure any event of force majeure to the extent that it is reasonably possible to do so. Failure to deliver or accept delivery of Material which is excused by or is the result of an event of force majeure shall extent the term of the Offtake Agreement for a period equal to the period of such failure. Any suspension or cancellation of orders would reduce our cash flow and revenue.

Future project expansion and exploration success may not be achieved.

We hold a number of exploration licences and interests in exploration licences adjacent to and in the area of the CSA Mine. Mineral exploration and development are high-risk undertakings and involve significant uncertainties. No assurance can be given that our exploration programs in respect of these exploration tenements will result in the discovery of any viable mineral resource or reserve. Mineral exploration is highly speculative in nature and is frequently unsuccessful. Further, any mineral resource or reserve, if discovered may not be commercially viable to recover in current or future market conditions. Our exploration activities carry risk and as such, exploration progress may be curtailed, delayed or canceled as a result of weather conditions, mechanical difficulties, shortages or delays in the delivery of drill rigs or other equipment.

There is no guarantee that any mining lease will be obtained in respect of any exploration licence we currently hold. Further, in the event a mining lease were to be obtained, successful mine development, infrastructure construction and mineral production is dependent on obtaining all necessary consent and approvals and the successful design, construction and operation of efficient gathering, processing and transportation facilities. No assurance can be given that we will be able to obtain all necessary consents and approvals in a timely manner, or at all. Delays or difficulties in obtaining relevant approvals, or obtaining conditional or limited approvals, may interfere with future mining operations or plans of the company, which could materially impact our business and financial position in the future.

There is also no assurance that we will be able to finance future developments or acquisition of exploration projects through operating cash flows, equity, debt, the issue of other forms of security, or any combination thereof.

Maintenance of mining tenement title and approvals is essential to the ongoing conduct of our operations.

Our mining, development and exploration activities are dependent upon the timely grant, or as the case may be, the maintenance or renewal of appropriate licences, concessions, leases, permits and regulatory consents which may be withdrawn or made subject to limitations. The maintenance, renewal and granting of mineral titles is often connected with or conditional on obtaining required statutory approvals. There is no assurance that we will be granted all mining titles or approvals for which we have applied or will apply for or that any licences, concessions, leases, permits or consents will be renewed as and when required or that new, unfavorable, conditions will not be imposed.

In particular, the current term of our mining lease, CML5, expires in 2028, and is subject to renewal at that time. There can be no guarantee that it will be renewed. To the extent such approvals, consents or renewals are not obtained in a timely manner, we may be curtailed or prohibited from continuing with our mining, exploration and development activities or proceeding with any future exploration or development.

Similarly, any challenge our title or a dispute over boundaries could adversely impact extraction, production, processing, exploration and expansion activities.

Further, we could face penalties, lose title to our interest in the licences, concessions, leases, permits or consents, or any other tenements that we may acquire in the future, if conditions attached to those interests are not met or if insufficient funds are available to pay tenement rentals or meet expenditure requirements.

Land access to current or future mining tenements may not always be guaranteed.

Under Australian State and Commonwealth legislation, we may be required to obtain the consent of and/or pay compensation to landowners and holders of third-party interests, including pastoral leases, petroleum tenure and other mining tenure which overlay areas comprising our tenement and exploration interests in connection with exploration or mining activities undertaken by us, or in respect of any other mining projects that we acquire or develop in the future. Access to land often depends on a company being

 

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successful in negotiating with landholders. There is no assurance that we will obtain all the permissions required as and when required or that new conditions will not be imposed in connection therewith. To the extent such permissions are not obtained, we may be curtailed or prohibited from continuing with our exploration activities or proceeding with any future exploration or development.

Future pandemics, such as the COVID-19 pandemic, could have an adverse effect on our business.

Future pandemics, including the residual effects of the COVID-19 pandemic, could significantly impact the national and global economy and commodity and financial markets. For example, the full extent and impact of the COVID-19 pandemic is unknown and to date has included, among other things, extreme volatility in financial markets, a slowdown in economic activity, extreme volatility in commodity prices and a global recession. The response to COVID-19 led to significant restrictions on travel, temporary business closures, quarantines, and global stock market volatility. The outbreak has affected our business and may continue to do so by, among other things, decreasing labor availability and impacting consumable supply and transport logistics. At the onset of the COVID-19 pandemic in the first quarter of 2020, CMPL experienced delays due to port slowdowns from congestion at port facilities and trucking shortages, which resulted in supply chain disruptions and unplanned labor shortages due to sickness and related isolation periods.

While the impacts of COVID-19 appear to be diminishing, any resurgence or new strains, or any future pandemics, may have further impacts on labor availability, consumable supply and transport logistics. Any future pandemics, or a resurgence, or new strains of COVID-19 could lead to significant restrictions on travel and business closures. These travel restrictions and business closures may in the future adversely affect our operations, including our ability to obtain regulatory approvals and to sell our product, which could materially and adversely affect our business. The impacts of any future pandemics, such as COVID-19, on our operational and financial performance will depend on various future developments, including the duration and spread of any new outbreak of an existing or new strain and the impact on regulatory agencies, customers, suppliers and employees, all of which remain uncertain at this time.

General labor market tightness in the mining sector may lead to higher costs than planned or the inability to secure the skilled workforce necessary to optimize the mine.

The success of our business and projects will depend in large part on the skill of our personnel and on labor resources. Competition for personnel, particularly those with expertise in the mining services industry, is high. We may be impacted by general labor market constraints. In the event we are unable to attract, hire and retain the requisite personnel, we may experience delays or interruptions in operating the CSA Mine and completing projects in accordance with project schedules and budgets, and our mining operations may be adversely affected.

Severe weather events and natural disasters, such as storms and floods, may impact the ability of the CSA Mine to export its product in a timely manner and for us to otherwise conduct our operations.

We could be materially and adversely affected by natural disasters or severe weather conditions. Severe storms, such as tropical storms, and flash floods, and other natural disasters or severe weather conditions could result in the evacuation of personnel, loss of facilities, damage to equipment and facilities, interruption in mining and transportation of products and materials and loss of productivity. Disruptions in operations or damage to any such facilities could reduce our ability to mine successfully. If we are unable to operate or are required to reduce operations due to severe weather conditions, our business could be adversely affected as a result of curtailed deliveries of its product.

Rehabilitation liabilities may increase or otherwise impact our operating margins.

Environmental rehabilitation liabilities are a generally well-recognized cost associated with producing mines such as the CSA Mine. We are required to include provisions in our financial statements for rehabilitation and remediation costs. Estimating the likely quantum of such costs involves making assumptions as to mine life (which, in turn, is influenced by estimates regarding future commodity prices), the extent of disturbance and contamination, and future rehabilitation and closure costs. As such, no assurance can be

 

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given as to the adequacy or accuracy of our current provisions for future rehabilitation and closure costs, and actual costs may be substantially greater.

Further, we have in place security deposits with the New South Wales Government that are intended to provide surety against rehabilitation liability and closure obligations in the event of our insolvency or termination, forfeiture or expiration of our mining tenements and exploration licenses. The quantum of the surety is determined by the relevant regulatory authority having regard to an assessment of disturbance and contamination, and other criteria determined by the regulatory authority (from time to time). The assessment undertaken by relevant authorities may result in an increase in the quantum of the surety which will increase the liability recognized by us in our statement of financial position and increased costs incurred by us to put the surety in place. If, in the future, we are unable to secure required financial assurances or are forced to obtain financial assurance at too high a cost, we may not be able to obtain permits, and in that event production on our properties could be adversely affected. This could have a material adverse effect on our business.

We may also experience a significant increase in the financial burden of addressing environmental rehabilitation liabilities as a result of legislative, judicial or executive decision-making by governmental authorities. Laws and regulations concerning the environment are constantly changing and are generally becoming more restrictive and expensive to comply with. To the extent that we become subject to further environmental rehabilitation liabilities, the satisfaction of any such liabilities would reduce funds otherwise available to us and could have a material adverse effect on us.

Inability to access reliable transport and infrastructure could have an adverse impact on our revenue, productivity and reputation.

Our mining, processing and development activities depend heavily on adequate infrastructure. As our product is transported by a range of methods, including rail and sea, we require reliable railroads, bridges, power sources and water supplies to access and conduct our operations.

A number of factors could disrupt the availability and reliability of essential infrastructure and transport services, including weather-related issues, key equipment or infrastructure failures, rail or port capacity, congestion, industrial action, commercial disputes, terrorist attacks or other events. The occurrence of any such disruptions could limit our ability to deliver our product, which could in turn impact our revenue, productivity and reputation. Further, if the cost of accessing such infrastructure increases, we will be unable to pass through such cost increases, which would adversely impact our profitability.

Equipment failure at the CSA Mine could have an adverse impact on our ability to continue operations.

The CSA Mine and its associated processing plant and equipment, are at risk of incidents such as critical mechanical failures, fire, damage via corrosion of aged infrastructure, and loss of power supply. For example, one of the original mills was replaced in May 2023 due to its aged infrastructure. Similarly, we installed a new transformer required to deliver sufficient power for the upgraded ventilation and cooling power draw. Catastrophic failure of either the mill or substation could result in significant downtime at the CSA Mine and negatively impact production and costs for 2023. The occurrence of any such incidents could interrupt our operations or impact our ability to continue operating and cause harm to assets or equipment.

General cost inflation across Australia, including, but not limited to, energy prices may increase the costs of production more than anticipated.

During the production process of high-grade copper concentrate, we are exposed to volatility in prices for certain raw materials and products. Prices and availability of these raw materials are subject to substantial fluctuations that are beyond our control due to factors such as changing economic conditions, inflation, currency and commodity price fluctuations, tariffs, resource availability, transportation costs, weather conditions and natural disasters, political unrest and instability, and other factors impacting supply and demand pressures. Significant price increases for these supplies could adversely affect our operating profits. Current and future inflationary effects may be driven by, among other things, supply chain disruptions and governmental stimulus or fiscal policies. COVID-19, for example, has resulted in raw material price inflation as well as supply chain constraints and disruptions.

 

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Any new native title claims asserted or recognized over the mine site may impact the ability to operate or result in higher than planned costs.

We are required under applicable local laws and regulations to seek authorizations and consents from Aboriginal and Torres Strait Islander peoples in relation to native title (where it has not been extinguished) and Aboriginal cultural heritage, including in connection with our operating, producing, exploration and development activities.

If native title is either determined to exist or there are registered, but undetermined, native title claims over any part of the tenements and native title has not otherwise been extinguished with respect to that part, we may be required to negotiate with, and pay compensation to, the native title holders for impairment, loss or diminution or other effect of the proposed activities on their native title rights and interests. Compensation obligations may also arise pursuant to agreements with native title claimants or native title holders in relation to any tenements we acquire. The existence of native title or a registered native title claim may preclude or delay the granting of exploration and mining tenements pending resolution of the statutory procedures imposed by the Native Title Act 1993 (Cth) and considerable expenses may be incurred in negotiating and resolving native title issues.

We cannot predict whether we will be able to obtain all required authorizations and consents for our current and future operations. Obtaining, retaining or renewing the necessary authorizations and consents can be a complex and time-consuming process and may involve substantial costs or the imposition of onerous conditions. There can be considerable delay in obtaining the necessary authorizations and consents. However, where consents and authorizations are not provided by agreement, there are fallback options available under the native title “right to negotiate” process and the statutory process for development of cultural heritage management plans.

The duration and success of authorization and consent processes are contingent on many factors that are outside of our control. Failure to obtain an authorization or consent in connection with a specific project may adversely impact our operations.

Existing and future environmental laws and may increase our costs of doing business, result in significant liabilities, fines or penalties, and may restrict our operations.

The nature of our mining operations carries the potential for environmental disturbance and harm, with implications for surrounding ecosystems, water supply and land use. This could be due to, among other things, physical disruption from land clearing and excavation and use of groundwater supplies in mining operations, or the uncontrolled release of contaminants into soil and waterways.

We are subject to various environmental laws and regulations, including those related to wastewater discharge, solid waste discharge, pollution, tailings, air emissions, noise and the disposal of hazardous materials and other waste products from our operations. Such laws and regulations may subject us to liabilities, including liabilities associated with contamination of the environment, damage to natural resources and the disposal of waste products that may occur as the result of our operations. In addition, certain laws and regulations require enterprises like ours that oversee mining operations to engage companies which are licensed and qualified to oversee the mines, and to collect, store, dispose of and transfer the copper. If we fail to comply with environmental laws and regulations, the relevant governmental authorities may impose fines or deadlines to cure instances of noncompliance, and may order us to cease operations. In particular, any breach by us in connection with laws and regulations relating to the handling of minerals, as well as tailings and other waste products from our operations, may subject us to monetary damages and fines. We may also suffer from negative publicity and reputational damage as a result of such non-compliance. In addition, if any third party suffers any loss as a result of our emissions, release of hazardous substances, our improper handling of minerals, tailings or other waste products, or our non-compliance with environmental laws and regulations, such third parties may seek damages from us.

We are also required to have comprehensive environmental management plans and mine closure plans in place for the CSA Mine, which include the proposed methods to rehabilitate disturbed land, remediation requirements for contaminated land and end uses for land and infrastructure. These are developed in accordance with regulatory requirements and in consultation with regulatory bodies, and are regularly

 

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reviewed for ongoing suitability. However, as scientific understanding of the extent and long-term impacts of environmental disturbances caused by the mining industry continues to evolve, regulatory responses and stakeholder attitudes may shift. More stringent regulation of environmental management plans and more onerous mine closure and rehabilitation obligations may result in increased costs for mitigation, offsets or compensatory actions.

Future changes to environmental laws and regulations may also require us to install new control equipment or otherwise change operations or incur costs in order to comply with any such change in laws or regulations. We cannot assure you that we will be able to comply with all environmental laws and regulations at all times as such laws and regulations are evolving and tend to become more stringent. Therefore, if governments in areas where we operate impose more stringent laws and regulations in the future, we will have to incur additional, potentially substantial costs and expenses in order to comply, which may negatively affect our results of operations.

We are subject to complex laws and regulations, which could have a material adverse effect on our operations and financial results.

As a business with international reach, we are subject to complex laws and regulations, including investment screening laws, in jurisdictions in which we operate. Those laws and regulations may be interpreted in different ways. They may also change from time to time, as may related interpretations and other guidance. Changes in laws or regulations could result in higher expenses and payments, and uncertainty relating to laws or regulations may also affect how we conduct our operations and structure our investments and could limit our ability to enforce our rights.

New legislation may require different operating methodologies or additional capital or operating expense to satisfy new rules and regulations. Changes in environmental and climate laws or regulations could lead to new or additional investment in manufacturing designs, could subject us to additional costs and restrictions, including increased energy and raw materials costs, and could increase environmental compliance expenditures.

We may be subject to review and enforcement actions under domestic and foreign laws that screen investments and to other national-security-related laws and regulations. In certain jurisdictions, these legal and regulatory requirements may be more stringent than in the United States and may impact mining companies more specifically. As a result of these laws and regulations, investments by particular investors may need to be filed with local regulators, which in turn may impose added costs on our business, impact our operations, and/or limit our ability to engage in strategic transactions that might otherwise be beneficial to us and our investors.

Violations of anti-money laundering, sanctions and compliance laws may subject us to regulatory sanctions or other claims and could materially and adversely affect our business, financial condition and reputation.

Any fraud, bribery, corruption, money-laundering, violations of trade sanctions, misrepresentations, anti-competitive behavior or other misconduct by our directors, employees, contractors, customers, suppliers, business partners and other third parties could result in violations of relevant laws and regulations and subject us to corresponding regulatory sanctions or other claims. These illegal activities may not be known to us, may be outside of our control, and may result in serious civil and criminal liability in addition to reputational harm. While we have implemented Group-level policies and monitoring procedures to limit the likelihood of bribery and corruption occurring, no assurances can be made as to the effectiveness of such policies in preventing these illegal activities.

The cost, outcome or impact of existing or future litigation could materially and adversely affect our business, financial condition and reputation.

The nature of our business and industry involves exposure to litigation, including civil liability claims, criminal claims, environmental and native title matters, health and safety matters, workers’ compensation claims, regulatory and administrative proceedings, government investigations, tort claims, contract claims, tax investigations and labor disputes. Although we may defend any such matters and make insurance claims when possible, litigation and other regulatory investigations and proceedings are costly (even if we were to

 

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prevail on the merits of the dispute), unpredictable and time-consuming. While it is difficult for us to accurately predict the outcome or impact of existing or future litigation, future litigation costs, settlements or judgments could materially and adversely affect our business, financial condition and reputation.

Existing and future laws and regulations governing issues involving climate change, and public sentiment regarding climate change, could result in increased operating costs or otherwise impact our operations or products, which could have a material adverse effect on our business.

A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to the possible impact of climate change. Laws, treaties, international agreements and increased regulation regarding climate change could impose significant costs on us and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such laws and regulations. Any future climate change laws and regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations. At this time, we cannot predict with any certainty how such future laws and regulation will affect our financial condition, operating performance or ability to compete. Furthermore, even without such laws and regulation, increased awareness and any adverse publicity in the global marketplace about possible impacts on climate change by us or other companies in our industry could harm our reputation. The potential physical impacts of climate change on our operations, if any, are highly uncertain and, if present, would be particular to the geographic circumstances in areas in which we operate. Nevertheless, these impacts could adversely impact the cost, production and financial performance of our operations.

Our current and future operations require permits and licenses, and failure to comply with or obtain such permits and licenses could have a material impact on our business.

Our current and future operations, including additional exploration activities, require permits, licenses and similar approvals from governmental authorities, including those related to the environment and health and safety. We cannot predict if all permits, licenses and approvals which we may require for our existing and future operations will be obtainable on reasonable terms, if at all.

Costs related to applying for and obtaining permits, licenses and approvals may be prohibitive and could delay our planned operations. In addition, the relevant regulatory frameworks are complex and are regularly reviewed and amended in response to changes in stakeholder and community expectations. The application process preceding the grant and renewal of regulatory approvals is often protracted due to internal government decision-making processes (which involve the exercise of discretion and can be unpredictable) and statutory and other rights of stakeholders, including the public, non-government organizations and anti-mining groups, who may be required to be consulted with respect to, comment upon, and submit objections to (as the case may be) proposed approvals. These stakeholders may also bring lawsuits to challenge the issuance of certain approvals, permits and licenses, the validity of environmental impact statements, or the performance of mining activities. Delays or difficulties in obtaining relevant approvals may interfere with our current or planned mining operations, which could impact on profitability and overall business performance.

Failure to comply with applicable permitting and licensing requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or other remedial actions. Amendments to current permits and licenses governing our operations, or more stringent implementation thereof, could have a material adverse impact on our operations and cause increases in capital expenditures or production costs or reduction in levels of activities at the CSA Mine, or require abandonment or delays in future activities.

Premature mine closure or placement into care and maintenance could subject us to significant additional costs and could have a detrimental effect on our financial condition.

We could be required to cease operations at the CSA Mine prior to the end of its mine life due to health, safety, environmental, geotechnical, geological, commercial, financial or other concerns. An unexpected early closure could cause us to incur significant costs, including in connection with site rehabilitation, asset idling costs, employee redundancy, contractor demobilization costs, early contract termination and loss of revenue. We may be required to implement changed operational plans, fund the

 

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closure costs on an expedited basis and potentially lose future revenue, which would have an adverse impact on the financial condition and our results of operations.

The placement of the CSA Mine into care and maintenance (a temporary shutdown in circumstances where production is not financially viable in the short-term) could have similarly detrimental effects on our financial position.

We may be subject to community opposition or negative publicity in connection with our activities as a major mining company.

All industries, particularly the mining industry, are subject to community actions in the various jurisdictions in which they are present. Fostering and maintaining a “social license to operate”, which can be understood as the acceptance of the activities of these companies by stakeholders, in the case of a mining project is a key tenet of corporate social responsibility, without which it can be very difficult to, among other things, secure necessary permits or arrange financing. Our relationship with the communities in which we operate is important to ensure the future success of existing operations and the construction and development of our projects. While we consider that our relationships with the communities in which we operate are strong, there is an increasing level of public concern relating to the perceived effect of mining activities on the environment and on communities impacted by such activities. Certain stakeholders, some of which oppose resource development because of concerns involving environmental issues or indigenous rights, are often vocal critics of the mining industry and its practices. In recent years, communities and non-governmental organizations have become more vocal and active with respect to mining activities at, or near, their communities. These parties may take action by, among other things, opposing new projects or approvals, applying for injunctions seeking work stoppage, commencing lawsuits for damages and generally protesting or disrupting mining activities. Changes in the aspirations and expectations of local communities and stakeholders where we operate with respect to our contribution to employee health and safety, infrastructure, community development, environmental management and other factors could affect our “social license to operate”. Adverse publicity generated by such persons, in connection with such protests or generally across the mining industry, could have an adverse effect on our reputation or financial performance.

We may be adversely affected by fluctuations in demand for, and prices of, copper.

Our business is highly dependent on strong demand for copper. Changes in demand for, and the market price of, copper could significantly affect our profitability. Our financial results may be significantly adversely affected by declines in the price of copper. Copper prices may fluctuate and are affected by numerous factors beyond our control, such as interest rates, exchange rates, taxes, inflation, global demand for copper and the political and economic conditions of countries that produce or import copper. A prolonged or significant economic contraction worldwide could put downward pressure on market prices of copper. These factors could negatively impact the copper price and therefore our business. Protracted periods of low prices for copper could significantly reduce revenues and the availability of required capital in the future. As such, our business may be adversely affected, and growth in our revenues may slow or decline, if market demand for copper deteriorates or copper production outpaces demand.

Additionally, we may be unable to adjust production volumes in a timely or cost-efficient manner in response to changes in pricing and demand. In periods of low prices, we may have limited ability to reduce or curtail operating activities to reduce costs, as many of our operating overheads (such as plant and equipment) are fixed in the short-term. This may lead to higher production costs on a unit cost basis. Conversely, during periods of high prices, our ability to rapidly increase production may be practically constrained by the availability of additional plant, equipment and other infrastructure, and labor (particularly given demand for these inputs typically increases on an industry-wide basis when commodity prices are high).

Our operations are underpinned by numerous contractual arrangements with third parties and non-compliance with these arrangements may substantially affect our operations or profits.

Our capacity to efficiently conduct our operations in a number of respects depends upon third party products and service providers and contractual arrangements that have been entered into by CMPL to

 

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provide for these arrangements. As in any contractual relationship, our ability to ultimately receive benefits from these contracts is dependent upon the relevant third party complying with its contractual obligations. To the extent that such third parties default in their obligations, it may be necessary for us to enforce our rights under the relevant contracts and pursue legal action. Such legal action may be costly and no guarantee can be given that a legal remedy will ultimately be obtained on commercial terms.

Additionally, some existing contractual arrangements that CMPL obtains the benefit of are related party contracts with other members of the Glencore group, or contracts which the Glencore group has entered into for the benefit of multiple mines and entities in the Glencore group. We may be unable to obtain the benefit of these agreements moving forward following the Closing and may need to seek alternative service and product providers, or renegotiate new contracts with the existing service providers. There is no guarantee that such services and products may be obtained within the timeframe preferred by CMPL, or on terms and pricing favorable to us. Any delay or deficiency in our contractual arrangements following completion of the Business Combination may result in us being unable to carry on all of our planned business and other activities. Any changes to terms and pricing of these contractual arrangements may materially affect our business and financial condition.

Appreciation of the Australian dollar against the U.S. dollar could have the effect of increasing the CSA Mine’s cost of production, thus reducing our margins.

The Australian dollar is influenced by interest rate differentials and the price and volume of Australia’s main exports, which are iron ore and coal. The Australian dollar is not materially impacted by the copper price and thus moves independently of the copper price. The Australian dollar could appreciate against the US dollar, which could have the effect of increasing the CSA Mine’s cost of production when expressed in US dollar terms if US dollar copper prices remain constant, thus reducing our margins.

We depend on key personnel for the success of our business.

We depend on the continued services and performance of key personnel, including members of our senior management among other key staff. If one or more of our senior management or other key employees cannot, or choose not to continue their employment with us, we might not be able to replace them easily or in a timely manner, or at all. In addition, the risk that competitors or other companies may poach our talent increases as we become more well-known. Our key management personnel may elect to leave the Company resulting in a loss of continuity, which may negatively impact our production and costs. The loss of key personnel, including members of management, could disrupt our operations and have a material adverse effect on our business, financial condition, and results of operations.

Our future success will depend upon our continued ability to identify, hire, develop, motivate, and retain highly skilled individuals across the globe, with the continued contributions of our senior management being especially critical to our success. We face intense competition in the industry for well-qualified, highly skilled employees and our continued ability to compete effectively depends, in part, upon our ability to attract and retain new employees. We cannot guarantee that we will be able to attract new employees or retain the services of our senior management or any other key employees in the future. If we fail to effectively manage our hiring needs and successfully integrate our new hires, among other factors, our efficiency and ability to meet our forecasts and our ability to maintain our culture, employee morale, productivity, and retention could suffer, and our business, financial condition, and results of operations could be materially adversely affected.

Finally, effective succession planning will be important to our future success. If we fail to ensure the effective transfer of senior management knowledge and to create smooth transitions involving senior management, our ability to execute short and long term strategic, financial, and operating goals, as well as our business, financial condition, and results of operations generally, could be materially adversely affected.

Our management of workplace health and safety matters may expose the company to significant risk.

As with any mining project, there are health and safety risks associated with our operations in Australia. Given the inherent dangers associated with mining, many of our workforce (including contractors) may be

 

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exposed to substantial risk of serious injury or death from hazards, including motor vehicle incidents on or off-site, electrical incidents, falls from height, being struck by suspended loads, seismicity-induced and other rock falls underground, fire and confined space incidents. Workers may also be subject to longer-term health risks, including due to exposure to noise and hazardous substances (such as dust and other particulate matter). While we regularly and actively review our workplace health and safety systems and monitor compliance with workplace health and safety regulations, no assurance can be made that we have been or will be at all times in full compliance with all applicable laws and regulations, or that workplace accidents will not occur in the future. As the operator of an underground mine, we have extensive legislative obligations to ensure that our personnel and contractors operate in a safe working environment. A failure to comply with such obligations or workplace health and safety laws and regulations generally could result in civil claims, criminal prosecutions or statutory penalties against us which may adversely affect our business, financial position and performance, as well as causing long-term reputational damage.

Our insurance coverage may not be sufficient in all possible contexts and we may not be able to rely upon our insurance in certain circumstances.

Our mining, exploration and development operations involve numerous risks, including unexpected or unusual geological operating conditions, rock bursts, cave-ins, ground or slope failures, fires, floods, earthquakes and other environmental occurrences, political and social instability that could result in damage to or destruction of mineral properties or producing facilities, personal injury or death, environmental damage, delays in mining caused by industrial accidents or labor disputes, changes in regulatory environment, monetary losses and possible legal liability. We maintain insurance within ranges of coverage we believe to be consistent with industry practice and having regard to the nature of activities being conducted and associated risks as set out above. However, no assurance can be given that we will be able to continue to obtain such insurance coverage at all times, that such coverage will be at reasonable rates or that any coverage we arrange will be adequate and available to cover all such claims. Further, we may elect to not purchase insurance for certain risks due to various factors (such as cost, likelihood of risks eventuating and industry practice). The lack of, or insufficiency of, insurance coverage could adversely affect our business, financial position and performance. We will need to obtain new policies of insurance on and from Closing.

Risks regarding international conflict and related market pressures may impact our business operations.

The outbreak of military conflict between Russia and Ukraine is having a material effect on the global economy. These hostilities have created uncertainty for capital markets around the world, and this uncertainty may lead to adverse consequences for commodity prices and our business operations.

Measures taken by governments around the world to end the Ukrainian conflict (such as imposing tariffs on Russian exports and other economic sanctions) may cause disruptions to our supply chains and adversely impact commodity prices. Ongoing sanctions and trade restrictions on Russia or other markets could adversely affect our operations, revenue and profit. Such events may affect our financial performance. Further, there is no certainty that similar conflicts which impact global markets will not arise in the future.

Information technology security breaches could harm our business activities and reputation.

We use certain information, communications and technology (“ICT”) systems and automated machinery to manage our production processes and operate our business. However, even advanced ICT systems are subject to defects, interruptions and breakdowns, which could cause business disruption and operational errors. In addition, our ICT systems and automated machinery may be vulnerable to security breaches (for example, from cyber criminals), resulting in unauthorised access to confidential financial, operational or customer data, damage to automated machinery, or production interruptions as well as incidents arising from our employees’ or contractors’ human error. Any such damage or interruption could adversely affect our business results, including due to facing significant fines, litigation, reputational harm, and expenses incurred in repairing and upgrading systems.

Market risks and competition in the copper and battery metals industry in Australia may impact our business operations.

We are one of a large number of mining and exploration companies that operate in the base metals and battery metals industry in Australia. Although we will undertake all reasonable due diligence in our business

 

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decisions and operations, we will have no influence or control over the activities or actions of our competitors, which may positively or negatively affect the operating and financial performance of our projects and business. There can be no assurance that we can compete effectively with other base metal and battery metal mining and exploration companies in the search for and recovery of base metal and battery metal resources.

Sovereign risk and changes in law may impact our operations in unforeseen ways.

The exploration, development and production of copper and other base metals, as well as operational profitability generally, can be affected by changes in government policy that are beyond our control. The Australian Government regularly conducts legislative, regulatory and policy-related reviews in connection with mining operations and related environmental, social and governance issues. Changing attitudes to environmental, land care, cultural heritage or indigenous land rights issues, together with the nature of the political process, means that the regulatory framework in which mines operate will change over time. Such changes may affect our exploration, development or operational plans and our rights and/or obligations to undertake such activities. Taxes, royalties, duties, excise, fines, fees and other legislative or regulatory costs may be imposed on us by governments in Australia or in other jurisdictions in which we operate. Unforeseen judicial, legislative or executive decisions have adversely affected the viability and profitability of mining operations within Australia in the past and could adversely affect the company’s financial and operational performance in the future.

The CSA Mine is located in the Commonwealth of Australia and, specifically, the State of New South Wales. This jurisdiction has historically been a safe, stable, transparent and lawful jurisdiction for mining companies to operate within. Sovereign risk associated with mining operations and commerce within this jurisdiction is generally considered to be low. Nonetheless, change in the composition or policies of the government may result in a less conducive environment for mining or commerce, which is beyond our control and could adversely affect our earnings, revenue, costs, reputation, or profitability.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain executive management and qualified board members.

As a public company, we are subject to the reporting requirements of the Exchange Act, the listing standards of the NYSE and other applicable securities rules and regulations. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming, and costly, and place significant strain on our personnel, systems and resources.

For example, the Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and results of operations. As a result of the complexity involved in complying with the rules and regulations applicable to public companies, our management’s attention may be diverted from other business concerns, which could harm our business, results of operations and financial condition. In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

We intend to invest substantial resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from business operations to compliance activities. If our efforts to comply with new laws, regulations and standards are not validated by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed. We also expect that being a public company that is subject to these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly members who can serve on our audit committee, and qualified executive officers. As a result of

 

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the disclosure obligations required of a public company, our business and financial condition will become more visible, which may result in an increased risk of threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business, results of operations and financial condition would be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, may divert the resources of our management and harm our business, result of operations and financial condition.

Financial, Tax and Accounting-Related Risks

Changes in accounting standards may have an adverse effect on the reported financial performance of our business.

We prepare our financial statements in accordance with IFRS, which may be amended or replaced with new standards. Any such amendment or replacement is beyond our control and may have an adverse effect on the reported financial performance of the business. In addition, IFRS requires us to exercise judgment and make estimates when preparing its financial statements, and it is possible that relevant regulatory authorities may not agree with those judgments or estimates.

Our balance sheet includes a number of assets that may be subject to impairment risk.

Our balance sheet includes a number of assets that may be subject to impairment risk, including plant and equipment, mining tenements, and intangible assets. The values of these assets are derived from the valuation of the underlying business and as such, are exposed to many of the risks that our business is exposed to, including commodity prices and demand, exchange rate risk, operational risks, and adverse changes in estimated reserves and resources. Adverse changes in these risk factors could lead to a reduction in the valuation of our assets and result in an impairment charge being recognized on our balance sheet.

Application of existing tax laws, rules or regulations are subject to interpretation by taxing authorities.

The application of domestic and international income and non-income tax laws, rules and regulations to our operations are subject to interpretation by the relevant taxing authorities. Given a focus on revenue generation, taxing authorities have become more aggressive in their enforcement of such laws, rules and regulations, resulting in increased audit activity and audit assessments and legislation. As such, potential tax liabilities may exceed its current tax reserves or may require us to modify its business practices and incur additional cost to comply, any of which may have a material adverse effect on its business.

Any new tax legislation introduced by governments may change the current tax treatment, which could adversely impact our cash flow from the mine.

Our tax treatment is subject to the enactment of, or changes in, tax laws, regulations and treaties, or the interpretation thereof, tax policy initiatives and reforms under consideration and the practices of tax authorities in various jurisdictions, all of which could change on a prospective or retroactive basis. Such changes may include, but are not limited to, changes to the taxation of operating income, investment income, dividends received or (in the specific context of withholding tax) dividends paid, payroll, fringe benefits paid to employees, royalties, or the taxation of partnerships and other pass-through entities. We are unable to predict what tax reform may be proposed or enacted in the future or what effect such changes would have on our business, but such changes, to the extent they are brought into tax legislation, regulations, policies or practices, could affect our financial position overall or effective tax rates in the future, reduce post-tax returns to our shareholders, or increase the complexity, burden and cost of tax compliance.

CMPL has identified material weaknesses in its internal control over financial reporting. If we are unable to remediate the material weaknesses, or if other control deficiencies are identified, we may not be able to report our financial results accurately, prevent fraud or file its periodic reports as a public company in a timely manner.

Prior to the Closing, given (i) the size of CMPL within the Glencore group and (ii) that CMPL was part of GAH’s consolidated audit process, CMPL was not required to produce standalone audited financial statements on a yearly basis and was not subject to SEC reporting, PCAOB auditing standards or the Sarbanes Oxley Act (“SOX”). Standalone audited financial statements for the years ended December 31,

 

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2021 and 2020 were produced for the first time solely in connection with the Business Combination and the associated requirements of New MAC to file this registration statement.

In the course of auditing its financial statements for the years ended December 31, 2021 and 2020, which was undertaken by CMPL solely in connection with the requirements of the Business Combination and filing of this registration statement, CMPL and its independent registered public accounting firm identified material weaknesses as of December 31, 2021 in CMPL’s internal control environment driven by (i) a lack of sufficient accounting and financial reporting personnel with requisite knowledge of and experience in application of SEC rules and regulations and (ii) lack of formal documentation in place to assess its financial reporting risks and controls as required under Section 404(a) of SOX. These material weaknesses are reflective of the fact that, prior to the Business Combination and the filing of this registration statement, CMPL was not required to produce standalone financial statements under PCAOB auditing standards or otherwise comply with SEC reporting requirements or the provisions of SOX.

In addition, in the course of auditing its financial statements for the year ended December 31, 2020 solely in connection with the requirements of the Business Combination and filing of this registration statement, CMPL’s independent registered public accounting firm identified a material weakness in CMPL’s internal control environment driven by deficiencies in the adequacy of supporting documentation to support the implementation of controls around property, plant and equipment. This material weakness was remediated as of April 2021 through the implementation of SAP by CMPL.

As defined in the standards established by the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

Prior to the Closing, CMPL was a wholly-owned subsidiary of a private Australian company, which was an indirect wholly-owned subsidiary of Glencore plc. Following the Business Combination, New MAC is responsible for the internal control environment at the CSA Mine and compliance with all the applicable regulatory requirements.

New MAC plans to implement a number of measures to address material weaknesses which are the result of a lack of accounting and financial reporting personnel with requisite knowledge of and experience in the application of SEC rules and regulations, and the lack of formal documentation in place to assess its financial reporting risks and controls as required under Section 404(a) of SOX. New MAC intends to do this by (i) hiring accounting and financial personnel with relevant SEC reporting and SOX compliance experience, (ii) establishing an internal audit function with SEC reporting and SOX compliance experience, and (iii) expanding the capabilities of existing accounting and financial reporting personnel through continuous training and education in the accounting and reporting requirements under SEC rules and regulations. New MAC expects to remedy the identified material weaknesses following the Closing.

However, implementation of these measures, or the failure to adequately implement these or other measures that may be required, may not fully address the material weaknesses identified in CMPL’s internal control over financial reporting and New MAC may not be successful in remediating the material weaknesses. Failure to correct the material weaknesses or failure to discover and address any other material weaknesses or deficiencies could result in inaccuracies in CMPL’s or New MAC’s respective financial statements and impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis.

As a public company, we are required pursuant to Section 404 of the Sarbanes-Oxley Act to furnish a report by management on, among other things, the effectiveness of its internal control over financial reporting for each annual report on Form 20-F to be filed with the SEC. New MAC will be required to disclose material changes made in its internal control over financial reporting on a quarterly basis. Failure to comply with the Sarbanes-Oxley Act could potentially subject New MAC to sanctions or investigations by the SEC, the stock exchange on which its securities are listed or other regulatory authorities, which would require additional financial and management resources.

While documenting and testing New MAC’s internal control procedures, in order to satisfy the requirements of Section 404, New MAC may identify other weaknesses and deficiencies in its internal

 

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controls over financial reporting. If New MAC fails to maintain the adequacy of its internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, it may not be able to conclude on an ongoing basis that it has effective internal control over financial reporting in accordance with Section 404.

Generally, if, we fail to achieve and maintain an effective internal control environment, it could result in material misstatements in its financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations and prospects, as well as the trading price of the Ordinary Shares and the New MAC Warrants, may be materially and adversely affected. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which our securities are listed, regulatory investigations and civil or criminal sanctions. We may also be required to restate its financial statements from prior periods.

Risks Relating to New MAC following the Business Combination

We may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and share price, which could cause you to lose some or all of your investment.

Although New MAC conducted due diligence on the CSA Mine and CMPL, New MAC cannot assure you that this due diligence revealed all material issues that may be present in CMPL’s business, that it would be possible to uncover through a customary amount of due diligence or that factors outside of our control will not later arise. As a result, New MAC may be forced to write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if the due diligence successfully identifies certain risks, additional, unexpected risks may arise or previously known risks may materialize in a manner not consistent with its preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on its liquidity, the fact that New MAC reports charges of this nature could contribute to negative market perceptions about New MAC or its securities. In addition, charges of this nature may cause New MAC to violate lending covenants to which it may be subject. Accordingly, any shareholders of New MAC could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by New MAC’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation materials relating to the Business Combination contained an actionable material misstatement or material omission.

New MAC incurred a significant amount of debt in connection with the Business Combination that is secured by substantially all of New MAC’s assets, and may in the future incur additional indebtedness, including in connection with the Closing. New MAC’s payment obligations under such indebtedness may limit the funds available to New MAC, and the terms of New MAC’s debt agreements may restrict its flexibility in operating its business.

In connection with the Business Combination, New MAC incurred approximately $393 million in aggregate principal amount of indebtedness under the Debt Facilities, which will be secured by substantially all of New MAC’s assets.

We are required to use a portion of our cash flows from operations to pay interest and principal on our indebtedness. Such payments will reduce the funds available to us for working capital, capital expenditures, and other corporate purposes and limit our ability to obtain additional financing (or to obtain such financing on acceptable terms) for working capital, capital expenditures, expansion plans, and other investments, which may in turn limit our ability to implement our business strategy, heighten our vulnerability to downturns in our business or in the general economy, limit our flexibility in planning for, or reacting to, changes in our business and the industry, and prevent us from taking advantage of business opportunities as they arise. A high level of leverage may also have significant negative effects on our future operations by increasing the possibility of an event of default under the financial and operating covenants contained in our debt instruments.

 

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The Debt Financing subjects New MAC to financial maintenance covenants and restrictive covenants limiting its business and operations, including limitations on incurring additional indebtedness and liens, limitations on certain consolidations, mergers, and sales of assets, and restrictions on the payment of dividends or distributions. The total net debt to EBITDA ratio in the SFA currently does not account for whether New MAC has drawn upon any part of the Copper Stream in the Redemptions Backstop Facility. New MAC has requested the Senior Lenders to amend the SFA to update the net debt ratio covenant to require New MAC to: maintain a ratio of total net debt to EBITDA, if there are no amounts outstanding under the Copper Stream, of not more than 3.25 (for the first 12 months after financial close of the Senior Facilities) or 3.00 thereafter, or, if there are any amounts outstanding under the Copper Stream, of not more than 3.50 (for the first 12 months after financial close of the Senior Facilities) or 3.25 thereafter. The financial covenants require MAC-Sub to (i) maintain a DSCR over any relevant period of not less than 1.20, (ii) have a forecast cash flow coverage ratio of not less than 1.25, (iii) have a net debt to EBITDA ratio of not more than 2.5, (iv) maintain a ratio of total net debt to EBITDA of not more than 3.25 (for the first 12 months after financial close of the Senior Facilities) or 3.00 thereafter, (v) have available cash and cash equivalents of at least US$30 million at the end of each relevant period, and (vi) have a reserve tail ratio projection of over 25% at the Termination Date. If Senior Lenders do not amend the net debt ratio covenant it would further heighten New MAC’s vulnerability to downturns in its business or the general economy and could increase the risk of a default by New MAC.

Any debt financing secured by us in the future could involve additional restrictive covenants relating to its capital-raising activities and other financial and operational matters, which may make it more difficult for New MAC to obtain additional capital to pursue business opportunities, including potential acquisitions or divestitures. Any default under our debt arrangements could require that New MAC repay or refinance such indebtedness immediately. In such event, we may be unable to repay our indebtedness or refinance such indebtedness on reasonable terms, if at all, which would have a material adverse effect on our business, financial condition, results of operations and prospects.

The projections and operating information in this prospectus rely in large part upon assumptions and analyses developed by our management. If these assumptions or analyses prove to be incorrect, the actual operating results of New MAC may be materially different from the forecasted results.

The projected financial and operating information (including the projections, or the “Projections”) appearing elsewhere in this prospectus reflect estimates of the future performance of New MAC based on the reasonable beliefs and assumptions of management at the relevant time when such Projections were prepared and/or presented. In particular, the Projections were prepared by management based on certain estimates, assumptions and internal, forward-looking and unaudited prospective financial information. While those estimates, assumptions and information were believed to be reasonable with respect to the expected future financial performance at such time, they could not and do not take into account any circumstances or events occurring after the Closing. The Projections incorporate certain financial and operational assumptions, including, but not limited to, future industry performance under various industry scenarios as well as assumptions for competition, general business, economic, market and financial conditions and matters specific to the business of the CSA Mine.

The assumptions that underlie the Projections are preliminary and there can be no assurance that our actual results will be in line with our expectations. The Projections cover multiple years and such financial projections, by their nature, become subject to greater uncertainty with each succeeding year. In addition, whether actual operating and financial results and business developments will be consistent with our expectations and assumptions as reflected in our forecast depends on various factors, many of which are outside our control, including but not limited to those stated elsewhere in this “Risk Factors” section and the following:

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our ability to effectively manage growth;

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changes in our strategy, future operations, financial position, estimated revenue and losses, forecasts, projected costs, prospects and plans;

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our ability to satisfy future capital requirements;

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expansion plans and opportunities;

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•

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

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adverse operating conditions and geotechnical risks applicable to the CSA Mine’s operations;

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our ability to successfully identify acquisition opportunities, make acquisitions on terms that are commercially satisfactory, successfully integrate potential acquired businesses and services, and subsequently grow acquired businesses;

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our ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel;

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fluctuations in the CSA Mine’s revenue and operating results;

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fluctuations and volatility in commodity prices and foreign exchange rates;

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competition from existing and new competitors;

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climate change;

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

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increases in costs, disruption of supply, or shortages of materials; and regulatory, legislative and political changes.

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There can be no assurance that the actual results of New MAC will be in line with the Projections. Unfavorable changes in any of these or other factors, most of which are beyond the control of New MAC, could adversely affect business, financial condition and results of operations of New MAC and cause the actual results of New MAC to differ materially from the Projections contained in this prospectus.

New MAC has identified material weaknesses in our internal control over financial reporting. These material weaknesses could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our management will likewise be required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Our management concluded that its disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting related to our accounting for complex financial instruments, calculation of earnings per share using the two-class method and to properly accrue expenses. As a result, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our plans currently include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. We have improved our processes around tracking agreements and enhanced our processes to get updated confirmations from all service providers to ensure completeness of accruals. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

Any failure to maintain such internal control could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the NYSE, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our

 

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business. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our Shares or our ability to complete a business combination.

We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weaknesses identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls, and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

New MAC’s failure to timely and effectively implement controls and procedures required by Section 404(a) of the SOX could have a material adverse effect on its business.

Prior to the Business Combination, as an Australian private company, CMPL was not subject to Section 404 of SOX. However, following the Closing, we are required to provide management’s attestation on internal controls. The standards required for a public company under Section 404(a) of SOX are significantly more stringent than those required of CMPL as a private held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Closing. If we are not able to implement the additional requirements of Section 404(a) of SOX in a timely manner or with adequate compliance, we may not be able to assess whether its internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of its securities.

Risks Relating to Ordinary Shares

There is no guarantee of a positive return on Ordinary Shares.

New MAC can make no guarantee in respect of the market price of shares of New MAC, and any acquirer of shares in the Company, whether by direct issue, conversion, or acquisition on-market, may not necessarily make a profit on any capital expended in the acquisition. The value of Ordinary Shares is determined by the stock market and will be subject to a range of factors beyond the control of New MAC and its directors and management.

The market price of a publicly traded stock is affected by many variables not directly related to the success of the company. These factors include, but are not limited to, the demand for, and availability of, the company’s shares, movements in domestic interest rates, exchange rates, fluctuations in the Australian, United States and international stock markets, and general domestic and economic activity. Securities markets can experience high levels of price and volume volatility, and the market price of securities of many companies can experience wide fluctuations which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that such fluctuations will not affect the price of New MAC’s securities going forward.

There is no certainty that New MAC will pay dividends.

Any future determination as to the payment of dividends by New MAC will be at the discretion of the Board and will depend on numerous factors including its costs, revenue, financial covenants, capital expenditure requirements, and financial strategy. No assurance in relation to the future payment of dividends or franking credits attaching to dividends can be given by New MAC. In addition, pursuant to the terms of the SFA and the Share Sale Agreement, New MAC will be prohibited from making any distribution or paying any dividends to shareholders until the US$75,000,000 deferred payment and all applicable interest (due within one year post-Closing) has been paid to Glencore in full. Furthermore, until the Debt Facilities used to finance the acquisition have been repaid in full, there will be additional restrictions on New MAC’s ability to pay dividends and dividends will only be payable subject to a permissible cash flow waterfall structure to limit cash distributions by New MAC.

 

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Because New MAC has no current plans to pay cash dividends on Ordinary Shares for the foreseeable future, you may not receive any return on investment unless you sell Ordinary Shares for a price greater than that which you paid for them.

New MAC may retain future earnings, if any, for future operations, expansion and debt repayment and has no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of the Board and will depend on, among other things, New MAC’s results of operations, financial condition, cash requirements, contractual restrictions and other factors that the Board may deem relevant. In addition, New MAC’s ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness New MAC or its subsidiaries incur. As a result, you may not receive any return on an investment in Ordinary Shares unless you sell Ordinary Shares for a price greater than that which you paid for it.

The securities being offered in this prospectus represent a substantial percentage of our outstanding Ordinary Shares. The Selling Securityholders purchased the securities covered by this prospectus at different prices, some significantly below the current trading price of such securities, and may therefore make substantial profits upon resales.

As of the date of this prospectus, assuming the exercise of all of the outstanding Warrants for cash, which underlying shares are being registered for resale hereunder, the Company would have 58,132,252 Ordinary Shares outstanding, of which 54,803,246, or 94%, are registered for resale hereunder and would be unrestricted and available for trading on the NYSE (subject to lock-up restrictions that will expire between November 2023 and June 2024). Subject to the expiration of these applicable “lock-up” periods and other restrictions under applicable securities laws in relation to the Sponsor being an affiliate of us, the securities registered for resale by the Selling Securityholders in the registration statement of which this prospectus forms a part will therefore constitute a considerable percentage of our free float that will be available for immediate resale upon effectiveness of the registration statement and for so long as such registration statement remains available. The market price of our Ordinary Shares could decline as a result of substantial sales of our Ordinary Shares by the Selling Securityholders, including the Sponsor, or the perception in the market that holders of a large number of shares intend to sell their shares. This prospectus relates to the offer and sale, from time to time, by the Selling Securityholders named herein (the “Selling Securityholders”), or their pledgees, donees, transferees, or other successors in interest, of up to an aggregate of 54,803,246 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) and 6,535,304 Private Warrants (as defined herein) issued to certain Selling Securityholders in connection with the Business Combination (as defined herein), consisting of: (a) up to 10,000,000 Ordinary Shares issued as part of the consideration in the Business Combination valued at $10.00 per share, (b) up to 5,640,362 Ordinary Shares distributed to the members of the Sponsor, originally issued to the Sponsor for an aggregate purchase price of approximately $0.004 per share, (c) up to 2,500,000 Ordinary Shares issued to Osisko Bermuda Limited pursuant to a subscription agreement (the “Copper Stream Subscription Agreement”) at $10.00 per share, (d) (x) up to 1,500,000 Ordinary Shares issued to Sprott Private Resource Lending II (“Sprott”) pursuant to a subscription agreement (the “Sprott Subscription Agreement”) at $10.00 per share in connection with the Mezz Facility (as defined herein) and (y) up to 3,187,500 Ordinary Shares issuable upon exercise of 3,187,500 warrants held by Sprott originally issued in connection with the Mezz Facility and Sprott Subscription Agreement, which are exercisable at a price per share of $12.50 (the “New MAC Financing Warrants”), (e) up to 1,500,000 Ordinary Shares issued to Osisko Bermuda Limited pursuant to a subscription agreement (the “Silver Stream Subscription Agreement”) at $10.00 per share; (f) up to 9,451,747 Ordinary Shares issued to certain Selling Securityholders under the PIPE Financing (as defined herein) consummated in connection with the Business Combination at $10.00 per share, (g) up to 4,500,000 Ordinary Shares issued to BlackRock Funds in connection with the PIPE Financing at $10.00 per share (plus 315,000 Founder Shares which the Sponsor transferred in connection therewith), (h) up to 2,000,000 Ordinary Shares issued to SailingStone Funds in connection with the PIPE Financing at $10.00 per share (plus 90,000 Founder Shares which the Sponsor transferred in connection therewith), (i) up to 2,000,000 Ordinary Shares issued to BEP Special Situations VI LLC in connection with the PIPE Financing at $10.00 per share (plus 83,333 Founder Shares which the Sponsor transferred in connection therewith), (j) (x) up to 5,000,000 Ordinary Shares issued to Fourth Sail Funds in connection with the PIPE Financing at $10.00 per share (plus 500,000 Founder Shares which the Sponsor transferred in connection therewith) and (z) up to 500,000 Ordinary Shares issuable upon exercise of 500,000 Private Warrants (which the Sponsor transferred in connection with the PIPE

 

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Financing), and (k) up to 6,035,304 Ordinary Shares issuable upon the exercise of 6,035,304 outstanding private placement warrants, which have been distributed to members of the Sponsor, originally issued in a private placement in connection with the initial public offering of Metals Acquisition Corp (“MAC”) at a price of $1.50 per warrant, which are exercisable at a price per share of $11.50 (the “Private Warrants”). Although certain of our shareholders are subject to restrictions regarding the transfer of their securities, these Ordinary Shares may be sold after the expiration of the applicable lock-up periods. The market price of our Ordinary Shares could decline if the Selling Securityholders sell a significant portion of our Ordinary Shares or are perceived by the market as intending to sell them.

The sale of all securities being offered in this prospectus could result in a significant decline in the public trading price of our Ordinary Shares. Even if the current trading price of our Ordinary Shares is at or significantly below the price at which the units were issued in MAC’s initial public offering, the Selling Securityholders may have an incentive to sell because they will still profit on sales due to the lower price at which they purchased their shares compared to the public securityholders. The public securityholders may not experience a similar rate of return on the securities they purchase due to differences in the purchase prices and the current trading price. For example, based on the closing price of our Ordinary Shares as of August 2, 2023 of $12.43, upon the sale of our Ordinary Shares, the Sponsor may experience a potential profit of up to $12.426 per share of our Ordinary Shares, or up to approximately $70.1 million in the aggregate, for their Founder Shares.

Sales of a substantial number of our Ordinary Shares into the public market, including when “lock-up” periods end, or the perception that such sales might occur, could cause the market price of our Ordinary Shares to decline.

Sales of substantial blocks of our Ordinary Shares into the public market, including when “lock-up” periods end, or the perception that such sales might occur, could cause the market price of our Ordinary Shares to decline and may make it more difficult for you to sell your Ordinary Shares at a time and price that you deem appropriate. As of August 2, 2023, we have 48,409,448 Ordinary Shares outstanding.

Certain holders of our capital stock and securities convertible into, or exchangeable for, our capital stock have agreed not to offer, sell or agree to sell, directly or indirectly, any Ordinary Shares on the earlier of (A) one year after the completion of the Business Combination and (B) subsequent to the completion of the Business Combination, (x) if the last reported sale price of the Company’s Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Common Stock will be released from the lock-up. When the applicable lock-up period expires, the locked-up equity-holders will be able to sell shares into the public market. Moreover, the lock-up agreement entered into with the relevant parties, including with the Sponsor, may be waived or released with mutual consent. Such waiver or release could result in more shares being sold into the public market.

We intend to register the offer and sale of all Ordinary Shares that we may issue under our equity compensation plans.

The Warrants may never be in the money, and may expire worthless.

The exercise price of the Private Warrants is $11.50 per share, and the exercise price of the New MAC Financing Warrants is $12.50 per share. We believe the likelihood that warrant holders will exercise the Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our Ordinary Shares. If the market price for our Ordinary Shares is less than $11.50 per share, we believe the holders of Private Warrants will be less likely to exercise their Private Warrants. If the market price for our Ordinary Shares is less than $12.50 per share, we believe the holders of New MAC Financing Warrants will be less likely to exercise their New MAC Financing Warrants. On August 2, 2023, the closing price of our Ordinary Shares on the NYSE was $12.43 per share. There is no guarantee that the Warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the Warrants may expire worthless and we may receive no proceeds from the exercise of the Warrants.

 

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Risks Relating to Operating a Business in Non-U.S. Countries

Because the CSA Mine’s operations are located outside of the Unites States, we may be subject to a variety of additional risks that may negatively impact its operations.

The CSA Mine’s operations are located in Australia. As such, we are subject to special considerations and risks associated with companies operating in an international setting, including, but not limited to, any of the following:

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costs and difficulties inherent in managing cross-border business operations;

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rules and regulations regarding currency redemption;

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complex corporate withholding taxes on individuals;

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laws governing the manner in which future business combinations may be effected;

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exchange listing and/or delisting requirements;

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tariffs and trade barriers;

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regulations related to customs and import/export matters;

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local or regional economic policies and market conditions;

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unexpected changes in regulatory requirements;

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longer payment cycles;

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tax issues, such as tax law changes and variations in tax laws as compared to United States tax laws;

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currency fluctuations and exchange controls;

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rates of inflation;

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challenges in collecting accounts receivable;

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cultural and language differences;

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employment regulations;

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underdeveloped or unpredictable legal or regulatory systems;

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corruption;

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protection of intellectual property;

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social unrest, crime, strikes, riots and civil disturbances;

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regime changes and political upheaval;

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terrorist attacks, natural disasters, pandemics and wars; and

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deterioration of political relations with the United States.

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We may not be able to adequately address these additional risks, and its operations might suffer, either of which may adversely impact its business, financial condition and results of operations.

Existing and future government laws, regulations and other legal requirements that govern our business may increase our costs of doing business and may restrict our operations.

As a business with international reach, we are subject to complex laws and regulations, including investment screening laws, in jurisdictions in which we operate. Those laws and regulations may be interpreted in different ways. They may also change from time to time, as may related interpretations and other guidance. Changes in laws or regulations could result in higher expenses and payments, and uncertainty relating to laws or regulations may also affect how we conduct our operations and structure our investments and could limit our ability to enforce our rights.

 

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We may be subject to review and enforcement actions under domestic and foreign laws that screen investments and to other national-security-related laws and regulations, including Australia’s Foreign Acquisition and Takeovers Act 1975 (Cth). In certain jurisdictions (including Australia), these legal and regulatory requirements may be more stringent than in the United States. As a result of these laws and regulations, investments by particular investors may need to be filed with local regulators, which in turn may impose added costs on our business, impact our operations, and/or limit our ability to engage in strategic transactions that might otherwise be beneficial to us and our investors.

Any new tax legislation introduced by governments may change the current tax treatment, which could adversely impact our cash flow from the CSA Mine.

Our tax treatment is subject to the enactment of, or changes in, tax laws, regulations and treaties, or the interpretation thereof, tax policy initiatives and reforms under consideration and the practices of tax authorities in various jurisdictions, all of which could change on a prospective or retroactive basis. Such changes may include, but are not limited to, the taxation of operating income, investment income, dividends received or (in the specific context of withholding tax) dividends paid, payroll taxes, fringe benefit taxes, and changes in royalties. We are unable to predict what tax reform may be proposed or enacted in the future or what effect such changes would have on our business, but such changes, to the extent they are brought into tax legislation, regulations, policies or practices, could affect our financial position overall or effective tax rates in the future, reduce post-tax returns to our stockholders, and increase the complexity, burden and cost of tax compliance.

Risks Relating to New MAC’s Foreign Private Issuer Status

As a foreign private issuer, New MAC is exempt from a number of rules under the U.S. securities laws and are permitted to file less information with the SEC than a U.S. company. This may limit the information available to holders of the Ordinary Shares.

New MAC is a foreign private issuer, as such term is defined in Rule 405 under the Securities Act. However, under Rule 405, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the last determination with respect to New MAC was made on June 30, 2023.

As a foreign private issuer, New MAC is not subject to all of the disclosure requirements applicable to public companies organized within the United States. For example, New MAC is exempt from certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act, including the U.S. proxy rules under Section 14 of the Exchange Act (including the requirement applicable to emerging growth companies to disclose the compensation of New MAC’s Chief Executive Officer and the other two most highly compensated executive officers on an individual, rather than an aggregate, basis). In addition, New MAC’s officers and directors will be exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities. Moreover, while New MAC expects to submit quarterly interim consolidated financial data to the SEC under cover of the SEC’s Form 6-K, New MAC will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies, and New MAC will not be required to file quarterly reports on Form 10-Q or current reports on Form 8-K under the Exchange Act. Furthermore, Ordinary Shares are not currently listed, and we do not currently intend to list Ordinary Shares, on any market in Jersey, New MAC’s jurisdiction of incorporation. As a result, New MAC is not subject to the reporting and other requirements of companies listed in Jersey. For instance, New MAC is not required to publish quarterly or semi-annual financial statements. Accordingly, there may be less publicly available information concerning New MAC’s business than there would be if it were a U.S. public company.

New MAC is a “foreign private issuer” within the meaning of the rules of the NYSE on which New MAC has its Ordinary Shares listed and, as a result, expects to qualify for, and intends to rely on, exemptions from certain corporate governance requirements. You will therefore not have the same protections afforded to shareholders of companies that are subject to such requirements.

The corporate governance rules of NYSE on which the Ordinary Shares are listed require listed companies to have, among other things, a majority of independent board members and independent

 

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director oversight of executive compensation, nomination of directors and corporate governance matters. However, as a foreign private issuer, New MAC is permitted to, and it may, follow home country practice in lieu of the above requirements, subject to certain exceptions. As long as New MAC relies on the foreign private issuer exemption for certain of these corporate governance standards, a majority of the Board is required to be independent directors and its compensation committee and nominating and corporate governance committee are not required to be composed entirely of independent directors. Therefore, the Board’s approach to governance may be different from that of a board of directors consisting of a majority of independent directors, and, as a result, management oversight may be more limited than if it were subject to all the corporate governance standards of the NYSE. Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all the corporate governance requirements of NYSE on which New MAC has its Ordinary Shares listed.

New MAC may lose its foreign private issuer status in the future, which could result in significant additional cost and expense.

In the future, New MAC would lose its foreign private issuer status if a majority of its shareholders, directors or management are U.S. citizens or residents, and New MAC fails to meet additional requirements necessary to avoid loss of that status. Although New MAC has elected to comply with certain U.S. regulatory provisions, its loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to New MAC under U.S. securities laws as a U.S. domestic issuer may be significantly higher. If New MAC is not a foreign private issuer, it will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms required to be filed by a foreign private issuer. For example, the annual report on Form 10-K requires domestic issuers to disclose executive compensation information on an individual basis with specific disclosure regarding the domestic compensation philosophy, objectives, annual total compensation (base salary, bonus, and equity compensation) and potential payments in connection with change in control, retirement, death or disability, while the annual report on Form 20-F permits foreign private issuers to disclose compensation information on an aggregate basis. New MAC would also have to mandatorily comply with U.S. federal proxy requirements, and its officers, directors, and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. New MAC may also be required to modify certain of its policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, New MAC may lose its ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers.

You may face difficulties in protecting your interests as a shareholder, as Jersey law provides substantially less protection when compared to the laws of the United States.

New MAC is incorporated under Jersey law. The rights of holders of shares are governed by Jersey law, including the provisions of the Companies (Jersey) Law 1991, as amended (the “Jersey Companies Law”), and by its memorandum and articles of association. These rights differ in certain respects from the rights of shareholders in typical U.S. corporations and the rights of shareholders in Cayman corporations, including MAC. See “Description of Share Capital — Other Jersey, Channel Islands Law Considerations — Enforcement of Liabilities” in this prospectus for a description of the principal differences between the provisions of the Jersey Companies Law applicable to New MAC and the Companies Act (As Revised) of the Cayman Islands applicable to MAC relating to shareholders’ rights and protections.

It may be difficult to enforce a U.S. judgment against New MAC or its directors and officers outside the United States, or to assert U.S. securities law claims outside of the United States.

Several of our directors and executive officers are not residents of the United States, and the majority of our assets and the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for investors to effect service of process upon New MAC within the United States or other jurisdictions, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States. See “Description of Share Capital — Other Jersey, Channel Islands Law Considerations — Enforcement of Civil Liabilities.” Additionally, it may be difficult to assert U.S. securities law claims in actions originally instituted outside of the United States. Foreign courts may refuse to hear a

 

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U.S. securities law claim because foreign courts may not be the most appropriate forums in which to bring such a claim. Even if a foreign court agrees to hear a claim, it may determine that the law of the jurisdiction in which the foreign court resides, and not U.S. law, is applicable to the claim. Further, if U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process, and certain matters of procedure would still be governed by the law of the jurisdiction in which the foreign court resides.

In particular, investors should be aware that there is uncertainty as to whether the courts of Jersey, Channel Islands would recognize and enforce judgments of U.S. courts obtained against New MAC or its directors or management or against the selling shareholder predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. There is also uncertainty as to whether the courts of Jersey, Channel Islands would entertain original actions against New MAC or its directors or officers or against the selling shareholder predicated upon the securities laws of the United States or any state in the United States. As a result of the difficulty associated with enforcing a judgment against New MAC, you may not be able to collect any damages awarded by either a U.S. or foreign court.

 

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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 completed transaction (see Note 1) (the “completed 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 completed transaction. The unaudited pro forma condensed combined statement of financial position gives pro forma effect to the completed 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 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 completed 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:

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the accompanying notes to the unaudited pro forma condensed combined financial information;

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the historical unaudited financial statements of MAC for the three months ended March 31, 2023, and the audited financial statements for the year ended December 31, 2022; and

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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.

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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 completed 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 completed transaction.

 

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This information should be read together with the financial statements and related notes, as applicable, of each of CMPL and MAC included in this prospectus and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this prospectus.

 

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