Metals Acquisition Corp. (NYSE: MTAL.U):
- Subscription Agreement totaling US$35 million executed for the
PIPE relating to the CSA Mine acquisition from multiple
institutions, including a large Australian fund which has anchored
the PIPE, alongside MAC’s existing global anchors.
- PIPE Subscription Agreements now totaling approximately US$175
million executed, well above the targeted minimum PIPE raise of
$126 million.
Update
Metals Acquisition Corp. (NYSE: MTAL.U) (“MAC,” and/or the
“Company”) today announced that it has entered into additional
Subscription Agreements totaling $35 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 $175
million, surpassing MAC's initial fundraising target of $126
million.
This comes on the back of the U.S. Securities and Exchange
Commission (“SEC”) declaring effective the Registration Statement
on Form F-4 (the “Registration Statement”) for the proposed
business combination to acquire the CSA Mine (the “Business
Combination”) on May 11, 2023.
MAC is mailing 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.
"The successful $35M of additional PIPE executions showcase
strong investor support, solidifying our confidence in the
transaction." stated Mick McMullen, CEO of MAC. "We deeply
appreciate their trust and eagerly anticipate continued support
from our fellow shareholders as we move forward together. We
encourage MAC shareholders to support the Business
Combination.”
Advisors
Citigroup Global Markets Inc. (“Citi”) is serving as financial
advisor and Squire 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 are being mailed to
shareholders of MAC as of May 5, 2023, the record date for voting
on, among other things, the proposed business combination.
Shareholders are also 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
definitive proxy statement/prospectus relating to the proposed
business combination that MAC filed 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 definitive proxy statement/prospectus MAC
filed 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20230516005967/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
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