Metals Acquisition Limited Announces Redemption of Public and Private Placement Warrants

Metals Acquisition Limited (NYSE: MTAL; ASX: MAC)

Metals Acquisition Limited ARBN 671 963 198 (NYSE: MTAL; ASX: MAC), a private limited company incorporated under the laws of Jersey, Channel Islands (the “Company”) today announced that it will redeem all of its outstanding Public Warrants (as defined below) and Private Placement Warrants (as defined below) to purchase ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”) that remain outstanding at 5:00 p.m. New York City time on June 5, 2024 (the “Redemption Date”) for a redemption price of $0.10 per Warrant.

Key Points

Redemption of the Public Warrants (as defined below) and Private Placement Warrants (as defined below) is another step by the Company towards its stated goal of creating a simplified capital structure and balance sheet.

The redemption will also remove any uncertainty regarding dilution which may result from the exercise of Warrants (as defined below) in the future.

Warrant holders can elect to do any of the following:

• Exercise their Warrants for $11.50 per Warrant and receive one Ordinary Share for each Warrant.
• Surrender the Warrants on a cashless basis and receive a fraction of an Ordinary Share (capped at 0.361 Ordinary Shares per Warrant) per Warrant, in accordance with the Warrant make whole provisions set out in the Warrant Agreement (as defined below), as discussed below.
• Take no action in which case the Company will redeem each Warrant at a redemption price of $0.10 per Warrant.

Full Details

The Warrants include (i) the outstanding public warrants (the “Public Warrants”) issued under the Warrant Agreement, dated as of July 28, 2021, between Metals Acquisition Corp (“Old MAC”) and Continental Stock Transfer & Trust Company (the “Warrant Agreement”), which were originally issued as part of the units sold in Old MAC’s initial public offering (the “IPO”) and converted into warrants to purchase Ordinary Shares in connection with the business combination between Old MAC and the Company (the “Business Combination”), for a redemption price of $0.10 per Public Warrant (the “Redemption Price”) and (ii) the outstanding private placement warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) to purchase Ordinary Shares that were issued by the Company in (a) a private placement transaction in connection with the Business Combination under the Sponsor Letter Agreement, dated as of July 28, 2021, by and between Old MAC and Green Mountain Metals LLC (the “Sponsor”) and (b) the conversion of the 2022 Sponsor Convertible Note, dated April 13, 2022, under which the Sponsor exercised its option to convert an outstanding loan amount into Private Placement Warrants. The Public Warrants are listed on the New York Stock Exchange.