Metals Acquisition Corp. (NYSE: MTAL.U):
- Registration Statement on Form F-4 declared effective,
Extraordinary General Meeting to be held on June 5, 2023
- Subscription Agreements totaling approximately $26 million
executed for the PIPE relating to the CSA Mine acquisition,
including investments from a number of large, global natural
resource funds who have anchored the PIPE
- Additional Subscription Agreement for $0.5 million on the same
terms as the PIPE executed with MAC Board Chair
- A total of approximately $140 million of PIPE Subscription
Agreements now executed, above the targeted minimum PIPE raise of
$126 million
Update
Metals Acquisition Corp. (NYSE: MTAL.U) (“MAC,” and/or the
“Company”) today announced that on May 11, 2023, the U.S.
Securities and Exchange Commission (“SEC”) declared effective the
Registration Statement on Form F-4 (the “Registration Statement”)
for the proposed business combination to acquire the CSA Mine (the
“Business Combination”).
MAC will mail the definitive proxy statement/prospectus to
shareholders of record as of the close of business on May 5,
2023.
MAC will hold its Extraordinary General Meeting (the “Special
Meeting”) of its shareholders to vote on the approval and adoption
of the Business Combination on June 5, 2023, at 9:00 a.m. Eastern
Time at the offices of Paul Hastings LLP located at 200 Park
Avenue, New York, New York 10166, and via a virtual meeting at
https://central.virtualshareholdermeeting.com/ MTAL2023SM. MAC
shareholders of record as of the close of business on May 5, 2023
are entitled to attend and vote at the Special Meeting.
The Business Combination is expected to close shortly after
shareholder approval at the Special Meeting, subject to the
satisfaction of other customary closing conditions.
MAC also announced that it has entered into additional
Subscription Agreements totaling approximately $26 million at a
purchase price of $10.00 per share in a private placement to be
consummated concurrently with the consummation of the Business
Combination. The executed Subscription Agreements now total
approximately $140 million, surpassing MAC's initial fundraising
target of $126 million.
In addition, Neville Power, Chair of the board of directors of
MAC, has entered into a Subscription Agreement with an aggregate
purchase price of $500,000.
"We are thrilled to see the progress we have made toward the
consummation of the Business Combination," stated Mick McMullen,
CEO of MAC. "This achievement is a clear demonstration of the
investment community's unwavering support for our transaction. We
encourage our fellow MAC shareholders to support the Business
Combination.”
Advisors
Citigroup Global Markets Inc. (“Citi”) is serving as financial
advisor and Squirre Patton Boggs and Paul Hastings LLP are serving
as legal advisors to MAC. Citi, Canaccord Genuity and Ashanti
Capital have been engaged as placement agents in connection with
the PIPE.
Further Information
Additional information about the proposed transaction, including
a form of the Subscription Agreement, will be included in a Current
Report on Form 8-K to be filed by MAC with the SEC and available at
www.sec.gov.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
About Metals Acquisition Corp.
MAC was formed as a blank check company for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with
one or more businesses. MAC is led by Mick McMullen (Chief
Executive Officer), Jaco Crouse (Chief Financial Officer) and Dan
Vujcic (Chief Development Officer). The Company is focused on
green-economy metals and mining businesses in high quality, stable
jurisdictions.
Important Information About the Proposed Business Combination
and Where to Find It
In connection with the proposed business combination, MAC has
caused to be filed a Registration Statement on Form F-4, including
a definitive proxy statement/prospectus with the SEC. MAC's
shareholders and other interested persons are advised to read the
definitive proxy statement/prospectus as well as other documents
filed with the SEC in connection with the proposed business
combination, as these materials will contain important information
about CSA, MAC, and the proposed business combination. The
definitive proxy statement/prospectus and other relevant materials
for the proposed business combination will be mailed to
shareholders of MAC as of a record date to be established for
voting on, among other things, the proposed business combination.
Shareholders will also be able to obtain copies of the definitive
proxy statement/prospectus, and other documents filed with the SEC
that will be incorporated by reference therein, without charge,
once available, at the SEC's website at www.sec.gov. The
information contained on, or that may be accessed through, the
websites referenced in this communication is not incorporated by
reference into, and is not a part of, this communication.
Participants in the Solicitation
MAC and its directors and executive officers may be deemed
participants in the solicitation of proxies from MAC's shareholders
with respect to the business combination. MAC shareholders and
other interested persons may obtain, without charge, more detailed
information regarding the directors and officers of MAC in MAC’s
final prospectus filed with the SEC on July 30, 2021 in connection
with MAC’s initial public offering and in MAC’s other periodic and
current reports filed with the SEC. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of proxies to MAC’s shareholders in connection with
the proposed business combination is set forth in the definitive
proxy statement/prospectus for the proposed business combination.
Additional information regarding the interests of participants in
the solicitation of proxies in connection with the proposed
business combination is included in the definitive proxy
statement/prospectus that MAC filed with the SEC.
Forward Looking Statements
This press release includes “forward-looking statements.” MAC’s
actual results may differ from expectations, estimates, and
projections and, consequently, you should not rely on these
forward-looking statements as predictions of future events. Words
such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,”
“believes,” “predicts,” “potential,” “continue,” and similar
expressions (or the negative versions of such words or expressions)
are intended to identify such forward-looking statements. These
forward-looking statements include, without limitation, MAC’s
expectations with respect to future performance of the CSA Mine and
anticipated financial impacts and other effects of the proposed
business combination, the satisfaction of the closing conditions to
the proposed transaction and the timing of the completion of the
proposed transaction. These forward-looking statements involve
significant risks and uncertainties that could cause the actual
results to differ materially from those discussed in the
forward-looking statements. Most of these factors are outside MAC’s
control and are difficult to predict. Factors that may cause such
differences include, but are not limited to: the occurrence of any
event, change, or other circumstances that could give rise to the
termination of the Share Sale Agreement dated as of March 17, 2022,
and as further amended by the Share Sale Agreement Side Letter,
dated as of April 21, 2023 (as amended by the Deed of Consent and
Covenant dated as of November 22, 2022 (the “Share Sale
Agreement”); the outcome of any legal proceedings that may be
instituted against MAC following the announcement of the Share Sale
Agreement; the inability to complete the proposed transaction,
including due to failure to obtain financing, approval of the
shareholders of MAC, certain regulatory approvals, or satisfy other
conditions to closing in the Share Sale Agreement; the occurrence
of any event, change, or other circumstance that could give rise to
the termination of the Share Sale Agreement, or could otherwise
cause the transaction to fail to close MAC’s inability to secure
the expecting financing for the consideration under the Share Sale
Agreement; the inability to obtain or maintain the listing of MAC’s
shares following the proposed transaction; the risk that the
proposed transaction disrupts current plans and operations as a
result of the announcement and consummation of the proposed
business combination; the ability to recognize the anticipated
benefits of the proposed business combination, which may be
affected by, among other things; the supply and demand for copper;
the future price of copper; the timing and amount of estimated
future production, costs of production, capital expenditures and
requirements for additional capital; cash flow provided by
operating activities; unanticipated reclamation expenses; claims
and limitations on insurance coverage; the uncertainty in mineral
resource estimates; the uncertainty in geological, metallurgical
and geotechnical studies and opinions; infrastructure risks; and
dependence on key management personnel and executive officers; and
other risks and uncertainties indicated from time to time in the
final prospectus of MAC for its initial public offering and the
preliminary and definitive proxy statements relating to the
proposed business combination that MAC filed or intends to file
with the SEC, including those under “Risk Factors” therein, and in
MAC’s other filings with the SEC. MAC cautions that the foregoing
list of factors is not exclusive. MAC cautions readers not to place
undue reliance upon any forward-looking statements, which speak
only as of the date made. MAC does not undertake or accept any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements to reflect any change
in its expectations or any change in events, conditions, or
circumstances on which any such statement is based.
More information on potential factors that could affect MAC’s or
CSA Mine’s financial results is included from time to time in MAC’s
public reports filed with the SEC, including its Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on
Form 8-K as well as the preliminary and the definitive proxy
statements MAC intends to file with the SEC in connection with
MAC’s solicitation of proxies for the meeting of shareholders to be
held to approve, among other things, the proposed business
combination. If any of these risks materialize or MAC’s assumptions
prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be
additional risks that MAC does not presently know, or that MAC
currently believes are immaterial, that could also cause actual
results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect MAC’s
expectations, plans or forecasts of future events and views as of
the date of this communication. MAC anticipates that subsequent
events and developments will cause its assessments to change.
However, while MAC may elect to update these forward-looking
statements at some point in the future, MAC specifically disclaims
any obligation to do so, except as required by law. These
forward-looking statements should not be relied upon as
representing MAC’s assessment as of any date subsequent to the date
of this communication. Accordingly, undue reliance should not be
placed upon the forward-looking statements.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed business combination. This press release
shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, or an exemption therefrom.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230511005786/en/
Mick McMullen Chief Executive Officer Metals Acquisition Corp.
+1 (817) 698-9901 mick.mcmullen@metalsacqcorp.com
Dan Vujcic Chief Development Officer Metals Acquisition Corp.
+61 451 634 120 dan.vujcic@metalsacqcorp.com
Metals Acquisition (NYSE:MTAL.U)
Historical Stock Chart
From May 2024 to Jun 2024
Metals Acquisition (NYSE:MTAL.U)
Historical Stock Chart
From Jun 2023 to Jun 2024