Form SC 13G - Statement of acquisition of beneficial ownership by individuals

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Metals Acquisition Limited

(Name of Issuer)

Ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G60409110

(CUSIP Number)

June 15, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	☐	Rule 13d-1(b)
	☒	Rule 13d-1(c)
	☐	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G60409110

SCHEDULE 13G

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1	NAME OF REPORTING PERSON Osisko Bermuda Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

4,000,000

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

4,000,000

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,000,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.3% (1)
12	TYPE OF REPORTING PERSON CO

(1)

Based on 48,409,448 Shares outstanding as of June 22, 2023 (as reported on the Issuer’s Form 20-F filed with the Securities and Exchange Commission on June 22, 2023).

CUSIP No. G60409110

SCHEDULE 13G

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Item 1(a).

Name of Issuer:

Metals Acquisition Limited (“Issuer”)

Item 1(b).

Address of the Issuer’s Principal Executive Offices:

3rd Floor, 44 Esplanade, St., St. Helier, Jersey, JE4 9WG

Item 2(a).

Name of Person Filing:

Osisko Bermuda Limited

Item 2(b).

Address of Principal Business Office or, if None, Residence:

1 Victoria Street, 5th Floor, Hamilton HM 1, Bermuda.

Item 2(c).

Citizenship:

Bermuda

Item 2(d).

Title of Class of Securities:

Ordinary shares, par value $0.0001 per share (“Shares”)

Item 2(e).

CUSIP Number:

G60409 110

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership.

Item 4(a).

Amount Beneficially Owned:

4,000,000

Item 4(b).

Percent of Class:

8.3%, which is calculated based on 48,409,448 Shares outstanding as of June 22, 2023 (as reported on the Issuer’s Form 20-F filed with the Securities and Exchange Commission on June 22, 2023).

Item 4(c).

Number of shares as to which the person has:

With respect to the shared power to vote, or to direct the vote, and to dispose, or to direct the disposition of, Shares, please see Item 4(a) above regarding qualifications as to beneficial ownership.

(i)

Sole power to vote or direct the vote: 4,000,000

(ii)

Shared power to vote or direct the vote: 0

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SCHEDULE 13G

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(iii)

Sole power to dispose or to direct the disposition of: 4,000,000

(iv)

Shared power to dispose or to direct the disposition of: 0

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a–11.

CUSIP No. G60409110

SCHEDULE 13G

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.