Exhibit 10.1 

CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. 

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Contents

Parties

It is agreed:

Section 1
Interpretation

In this Agreement:

Aboriginal Heritage Law means any State or Commonwealth legislation that provides for the recognition and protection of sites of significance to Aboriginal people;

Acceptable Bank means:

Accession Letter means a document substantially in the form set out in Schedule 5 (Form of Accession Letter);

Account Bank means the Initial Account Bank or a replacement account bank which is an Acceptable Bank and acceptable to the Agent (acting on the instructions of the Majority Lenders) appointed in accordance with this Agreement;

Account Bank Agreement means:

Acquisition means the acquisition of 100% of the issued share capital in the Target by the Borrower under the Sale and Purchase Agreement;

Additional Business Day means any day specified as such in the Reference Rate Terms;

Additional Guarantor means a company which becomes an Additional Guarantor in accordance with clause 27 (Changes to the Obligors);

Additional Obligor means an Additional Guarantor;

Additional Prepayment Interest Premium means a prepayment interest premium payable to a Lender in an amount equal to 4.00% of the principal amount of the Loan prepaid or repaid (in addition to the amount of such prepayment or repayment and in addition to any accrued interest);

Adjusted EBITDA means for any period, EBITDA for that period adjusted by deducting (to the extent that the following items are not already deducted in determining EBITDA):

Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;

Annual Operating Budget means the cash flow budget for the Borrower Group approved by the board of the Borrower, to be provided to the Agent under clause 4.1 (Initial conditions precedent), as updated and amended from time to time as required under and in accordance with clause 20.6 (Periodic reporting);

Approved Hedge Counterparty means each ‘Arranger’ and each ‘Original Lender’ (under and as defined in the Senior Facility Agreement) and each of their Affiliates;

Approved Hedging Programme means the document entitled "Approved Hedging Programme – Project Chariot 2023" provided to the Agent under clause 4.1 (Initial conditions precedent) as amended in accordance with this Agreement;

Associate has the meaning given to it in section 128F(9) of the Tax Act;

AUD Proceeds Account means the account held with the Initial Account Bank and styled ‘AUD Proceeds Account’ and any replacement bank account with an Account Bank with the approval of the Agent and agreed between the Borrower and the Agent to be the AUD Proceeds Account;

Auditors means Ernst & Young, or any other firm approved in advance by the Majority Lenders (such approval not to be unreasonably withheld or delayed);

Australian Withholding Tax means any Australian Tax required to be withheld or deducted from any interest or other payment under division 11A of part III of the Tax Act or subdivision 12-F of Schedule 1 to the Taxation Administration Act 1953 (Cth);

Authorisation means:

Authorised Signatory means:

Availability Period means the period from and including the date of this Agreement to and including the earlier of:

Available Cash means any amounts classified according to applicable IFRS as "Cash" (which is held with an Acceptable Bank);

Available Commitment means a Lender's Commitment under the Facility minus:

Available Facility means the aggregate for the time being of each Lender's Available Commitment in respect of the Facility;

Base Case Financial Model means the excel document in a form and substance equivalent to that provided at Financial Close comprising the reserves position, business plan, production, operating and financial forecasts (including forecast Capital Expenditure and forecast Revenues) of the Borrower Group from the date of Financial Close until the end of the currently forecast life of mine, or in relevant cases, such longer term as necessary to demonstrate compliance with any forward-looking financial covenants required under this Agreement, provided to the Agent under clause 4.1 (Initial conditions precedent), as updated annually and from time to time in accordance with clause 20.5 (Updates to Base Case Financial Model) and for the purposes of evidencing that the Borrower is permitted to increase the amount of hedging permitted under the Approved Hedging Programme or to make Permitted Acquisitions;

Base Copper and Silver Forward Price means the US dollar unhedged copper and silver price forecast being the lower of:

Base FX Assumption means on any date, the AUD-USD rate of exchange on Bloomberg screen FRD at or about 11 a.m. on the relevant date or as otherwise agreed between the Borrower and the Agent (acting on the instructions of the Majority Lenders);

Beneficiaries has the meaning given to it in the Security Trust Deed;

Borrower Affiliate means the Borrower, any Affiliates of the Borrower, any trust of which it or any of its Affiliates is a trustee, any partnership of which it or any of its Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the control of, it or any of its Affiliates;

Borrower Group means the Borrower and each of its Subsidiaries;

Break Costs means any amount specified as such in the Reference Rate Terms;

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in Sydney, New York, Toronto, Hong Kong, Singapore and any Additional Business Day;

Cambiate Equipment Supply Agreement means the cambiate equipment supply (loaders & trucks) agreement relating to the Project with Sandvik Mining and Construction Australia Pty Ltd and dated 30 June 2020;

Capital Expenditure means any expenditure or monetary obligation of the Borrower Group of a capital nature in connection with the Project (including Sustaining Capital Expenditure and repairs and maintenance, to the extent they are capital in nature);

Cash Equivalent Investments means at any time:

in each case, to which the Borrower is alone (or together with other members of the Borrower Group) beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security (other than Security arising under the Transaction Security Documents);

Cashflow Waterfall means the order of payments that may be made from the Proceeds Accounts as set out in Part A (Pre-Enforcement Cashflow Waterfall) of Schedule 5 (Cashflow Waterfalls) of the Intercreditor Deed;

Cayman Companies Act means the Companies Act (as revised) of the Cayman Islands;

Cement Supply Agreement means the document titled "Forward Purchase Agreement – Supply of Cement" with a commencement date of 1 January 2022 between the Target and East Coast Cement Pty. Ltd. ACN 603 062 497;

Central Bank Rate has the meaning given to that term in the Reference Rate Terms;

Certain Funds Period means the period from the date of this Agreement to and including the earlier of:

Clean Up Period means the period on and from Completion to and including the date which is 90 days after Completion;

Cobar Terminal Services Agreement means the document titled "Cobar Terminal Services Agreement" dated 31 August 2021 between the Target and Aurizon Port Services NSW Pty Ltd ACN 103 570 181;

Code means the US Internal Revenue Code of 1986;

Commitment means:

to the extent not cancelled, reduced or transferred by it under this Agreement;

Company Security Documents means:

Complementary Acquisition has the meaning given in paragraph (d) of the definition of Permitted Acquisition;

Completion has the meaning given in the Sale and Purchase Agreement;

Compliance Certificate means a certificate substantially in the form set out in Schedule 7 (Form of Compliance Certificate);

Confidential Information means all information relating to any Obligor, the Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

Confidentiality Undertaking means a confidentiality undertaking substantially in a form as set out in Schedule 9 (Form of Confidentiality Undertaking) or in any other form agreed between the Borrower and the Agent;

Consent Deed means a consent deed in a form acceptable to the Agent (acting reasonably) in relation to the attachment of the Transaction Security to the following:

Consultancy Services Umbrella Agreement means the document titled "Umbrella Agreement – Consultancy Services" dated 8 February 2021 between the Target and Golder Associates Pty Ltd ACN 006 107 857;

Contamination means the presence of any substance at a level exceeding that naturally occurring:

Cooling Plant Agreement means the document titled "Wet Equipment Hire Contract" dated 6 September 2019 between the Target and Aggreko Generator Rentals Pty Ltd ACN 001 991 457;

Copper Purchase Agreement means the agreement to be dated before Financial Close entitled "copper purchase agreement" between the Company as seller, the Borrower, the Stream Purchaser as purchaser and which will, following completion of a section 260B whitewash procedure under the Corporations Act, be acceded to by the Target, in Agreed Form;

Copper Streaming Facility means the financial accommodation made available to the Company under the Copper Purchase Agreement;

Copper Streaming Facility Security Documents means the "Copper Security Documents" as defined in the Copper Purchase Agreement, in Agreed Form;

Copper Stream Security Trust Deed means the deed entitled "Security Trust Deed (Copper Stream)" dated on or about the date before Financial Close and made between, among others, the Company and the security trustee named in that deed, in Agreed Form;

Copper Streaming Intercompany Loan Agreement means the intercompany loan between the Company and the Borrower to be dated before Financial Close under which the proceeds of the upfront deposit to be paid by the Stream Purchaser under the Copper Purchase Agreement are on-lent to the Borrower, in Agreed Form;

Corporations Act means the Corporations Act 2001 (Cth);

Debt Purchase Transaction means, in relation to a person, a transaction where such person:

any Commitment or amount outstanding under this Agreement;

Debt Service means for any Relevant Period, the aggregate amount of:

plus or minus the net amount of any difference payments under the Hedging Agreements (but excluding the net close out amounts payable to the Borrower under a Hedging Agreement which has been closed out or terminated),

paid during that Relevant Period by the Borrower Group;

Debt Service Cover Ratio means, for any Relevant Period, the ratio of:

Default means an Event of Default or any event or circumstance specified in clause 25 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of them) be an Event of Default;

Defaulting Finance Party means any Finance Party (other than a Lender which is a Borrower Affiliate):

unless, in the case of paragraph (a):

payment is made within three Business Days of its due date; or

Derivative Transaction means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price;

Diesel Supply Agreement means the document titled "Diesel Supply Agreement" dated 7 September 2012 between the Target and Glencore Singapore Pte Limited ABN 42 883 745 924;

Disposal means any sale, lease, licence, bailment, transfer or other disposal;

Disruption Event means either or both of:

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted;

Distribution Account means the account held with the Initial Account Bank and styled ‘Distribution Account’ and any replacement bank account with an Account Bank with the approval of the Agent and agreed between the Borrower and the Agent to be the Distribution Account;

Distributions means:

EBITDA means for any period, the total consolidated operating income of the Borrower Group for that period as stated in the Borrower’s financial statements before interest and taxation and:

on the basis that the closing out of any Derivative Transactions is not an item of an unusual or non-recurring nature for these purposes;

Economic Assumptions means, in relation to the Base Case Financial Model, assumptions relating to escalation factors, Base Copper and Silver Forward Price, Base FX Assumption, hedging volumes and prices, discount rates, interest rates, inflation rates and Taxes, and any other assumption which in the reasonable opinion of the Agent (acting on the instructions of the Majority Lenders) is necessary to run the Base Case Financial Model;

Environment means all aspects of the surroundings of human beings including:

Environment and Social Expert means:

Environmental Claim means any claim, proceeding or investigation by any person in respect of any Environmental Law;

Environmental Law means any applicable law in any jurisdiction in which any member of the Group conducts business which relates to the pollution or protection of the environment or harm to or the protection of human health or the health of animals or plants;

Environmental Permits means any Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the Group conducted on or from the properties owned or used by the relevant member of the Group;

Equity Contribution means the contribution (in form and substance satisfactory to the Agent acting on the instructions of all Lenders) to the funds required for completion of the Acquisition not funded by Utilisations under the Facility and drawings under the Other Debt Documents;

ERISA means the US Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder;

ERISA Affiliate means any trade or business (whether or not incorporated) that for purposes of Title I or Title IV of ERISA or section 412 of the Code would be deemed at any relevant time to be a single employer or otherwise aggregated with any Obligor or a Subsidiary of an Obligor under section 414 of the Code;

ERISA Event means any one or more of the following:

Event of Default means any event or circumstance specified as such in clause 25 (Events of Default);

Facility means the term loan facility made available under this Agreement as described in clause 2 (The Facility);

Facility Office means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement;

FATCA means:

FATCA Application Date means:

FATCA Deduction means a deduction or withholding from a payment under a Finance Document required by FATCA;

FATCA Exempt Party means a Party that is entitled to receive payments free from any FATCA Deduction;

Final Adjustment Amount has the meaning given in the Sale and Purchase Agreement;

Final Adjustment Interest Amount has the meaning given in the Sale and Purchase Agreement;

Finance Document means:

Finance Party means the Agent, the Arranger, the Security Trustee or a Lender;

Financial Close means the date on which the Agent, acting on behalf of the Lenders, confirms that the initial conditions precedent are satisfied or waived in accordance with clause 4.1 (Initial conditions precedent);

Financial Covenant means each of the covenants set out in clause 21.1 (Financial covenants);

Financial Indebtedness means any indebtedness for or in respect of:

First Contingent Copper Payment means the unsecured, subordinated payment of up to $75,000,000 deferred consideration payable by the Company to Glencore Operations Australia Pty Limited under the Sale and Purchase Agreement payable if, over the life of the Project, the average daily LME closing price of copper is greater than US$9,370 per metric tonne for any rolling 18 month period (starting at Completion);

Freehold Property means each freehold property held by the Target listed in Part 1 (Freehold Property) of Schedule 17 (Real Property).

Freehold Property Mortgages means each mortgage to be granted by the Target in favour of the Security Trustee in respect of the Freehold Property;

Funds Flow Statement means the statement of sources and uses of funds prepared by the Borrower in relation to the completion of the Acquisition, provided (and satisfactory) to the Agent in accordance with clause 4.1 (Initial conditions precedent);

Glencore NSR Royalty Agreement means the Cobar royalty deed to be entered into on or around Completion between Target, the Company and Glencore Operations Australia Pty Limited, in Agreed Form;

Golder Umbrella Agreement means the document titled "Umbrella Contract - Consultancy Services" dated 26 February 2021 between the Target and Golder Associates Pty Ltd ACN 006 107 857;

Good Mining Practice means the exercise of that degree of skill, care, prudence, operational and financial foresight and operating practice which would reasonably and ordinarily be expected from a skilled and experienced person engaged in the same type of undertaking as the Obligors under the same or similar circumstances, with the exercise of skill, care, prudence, operational and financial foresight and operating practices to be substantially in accordance with recognised best practices in the mining industry in Australia;

Governmental Agency means any government or any governmental, semi-governmental or judicial entity or authority. It also includes any self-regulatory organisation established under statute or any stock exchange;

Group means MAC, the Company, the Borrower and each Subsidiary of MAC, the Company or the Borrower;

Guarantee means the guarantee, undertaking and indemnity given under clause 17 (Guarantee);

Guarantor means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with clause 27 (Changes to the Obligors);

GST Law means the same as "GST law" means in the A New Tax System (Goods and Services Tax) Act 1999 (Cth);

Haulage Agreement means the document titled "Rail Haulage Services Agreement" dated on or around 1 December 2009 and as varied on 1 December 2015 and 8 September 2020 between the Target and Qube Logistics (Rail) Pty Ltd ACN 082 313 415 (formerly South Spur Rail Services Pty Ltd);

Hedge Counterparty means any person which is, or has become, a party to the Security Trust Deed as a Hedge Counterparty in accordance with the Security Trust Deed and to the Intercreditor Deed as a Hedge Counterparty in accordance with the Intercreditor Deed;

Hedge Protocol means the document entitled "Hedge Protocol" and provided to the Agent under clause 4.1 (Initial conditions precedent) as amended in accordance with this Agreement detailing, among other things, the minimum and maximum volumes, the initial and on-going hedging, approved counterparties to any Derivative Transaction and requirements for close out provisions;

Hedging Agreement means any master agreement, confirmation, schedule or other agreement entered into or to be entered into by the Borrower and a Hedge Counterparty for the purpose of hedging only the types of liabilities and/or risks in relation to the Facility which is required or permitted to be entered into by this Agreement;

Holding Company means, in relation to a person, any other person in respect of which it is a Subsidiary;

IFRS means the International Financial Reporting Standards applied in accordance with generally accepted accounting principles, standards and practices in Australia;

Independent Technical Expert means:

Indirect Tax means any goods and services tax, consumption tax, value added tax or any tax of a similar nature;

Initial Account Bank means Citibank N.A., Sydney Branch;

Insurances means the insurances required to be taken out or maintained by the Obligors to comply with this Agreement and the Transaction Security Documents;

Intercreditor Deed means the deed entitled "Intercreditor Deed" to be dated before Financial Close and made between, among others, the Borrower, the Original Lender, the Agent and the Security Trustee;

Intercreditor Deed Accession Deed has the meaning given to the term “Accession Deed” in the Intercreditor Deed;

Interest Payment means the aggregate amount of interest that:

Interest Payment Date means the last day of each Interest Period;

Interest Period means:

subject to adjustment in accordance with the rules specified as Business Day Conventions in the Reference Rate Terms;

Ipso Facto Event has the meaning given to it in clause 17.1 (Guarantee);

ITSA means an indirect tax sharing agreement which:

Jersey Companies Law means the Companies (Jersey) Law 1991;

Jersey Company SIA means the Jersey law security interest agreement to be granted by the Company which is incorporated in Jersey in favour of the Security Trustee in respect of all intangible Jersey situs assets held by that Company;

Jersey Consent Letter means a consent letter (in the form acceptable to the Security Trustee) executed by any party granting a Company Security Document governed by the laws of Jersey, consenting to the registration of a financing statement on the SIR, in respect of the security interest to be created pursuant to such Company Security Document;

Joint Venture means any form of joint venture, whether a company, unincorporated entity, undertaking, association, partnership or other similar entity or arrangement;

JORC Code means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves published by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists and the Minerals Council of Australia, effective as at December 2012, as updated from time to time;

Key Material Contract means each of the following Material Contracts:

Key Tenement means each Tenement other than:

Leasehold Property Mortgages means each mortgage to be granted by the Target in favour of the Security Trustee in respect of the Project Leases;

Legal Opinions means each of the legal opinions given under Schedule 2 (Conditions precedent);

Legal Reservations means:

Lender means:

which in each case has not ceased to be a Party in accordance with this Agreement;

Lender Presentation means the document in the form approved by the Company concerning the Group which, at the Company's request and on its behalf, was prepared in relation to this transaction;

Less Key Material Contract means each of the following Material Contracts:

Life of Mine Plan means, at any time, the independent technical report summary dated 13 May 2022 prepared by Behre Dolbear Australia Pty Ltd in accordance with the SEC Regulation S-K technical Report Summary requirements in respect of CSA Copper Mine – New South Wales – Australia, provided to the Agent under clause 4.1 (Initial conditions precedent) as such mine plan may be amended or updated at such time in accordance with the in accordance with this Agreement;

LME Cash Settlement Price means the daily official ‘LME Cash Settlement Price’ for Copper Grade ‘A’ in USD, as published on Fastmarkets MB;

Loan means the loan made or to be made under the Facility or the principal amount outstanding for the time being of the loan (including any amounts capitalised under the loan under clause 9.2 (Payment of interest) or clause 9.3(c) (Default interest);

Loan Note means a loan note issued under the Loan Note Deed Poll;

Loan Note Deed Poll means the deed poll entitled “Loan Note Deed Poll” dated on or after the date of this Loan Note Subscription Agreement in the form set out in Schedule 11 (Form of Loan Note Deed Poll);

MAC means Metals Acquisition Corp, an exempted company incorporated in the Cayman Islands with company number 372802;

MAC Security Documents means the Cayman law governed security documents to be entered into between MAC and the Security Trustee in respect of all MAC’s assets and undertakings, including the shares in the Borrower;

MAC Merger means the proposed merger between the Company and MAC pursuant to Part 18B of the Companies (Jersey) Law 1991 (as amended) and Part XVI of the Companies Act (As Revised) of the Cayman Islands in which the surviving company is the Company, effected in accordance with the MAC Merger Agreement;

MAC Merger Agreement means the agreement titled ‘merger agreement and plan of merger’ between the Company and MAC dated before Financial Close provided pursuant to Schedule 2 (Conditions precedent), in Agreed Form;

Majority Lenders means a Lender or Lenders whose Commitments aggregate at least 66⅔% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated at least 66⅔% of the Total Commitments immediately before the reduction). Where a Lender's Commitment has been reduced to zero, but it has an outstanding participation in any outstanding Utilisation, then for this purpose its Commitment will be taken to be the aggregate amount of its participation;

Mandate and Commitment Letter means the mandate and commitment letter dated 27 December 2022 between the Borrower, MAC and the Arranger;

Margin means the percentage rate per annum set out in the right column within the table below by reference to the corresponding LME Cash Settlement Price the two Additional Business Days before the first day of the Interest Period:

Material Adverse Effect means a material adverse effect on:

Material Contracts means:

ME Supply Contract means the document titled "Mobile Equipment Supply Contract (Supply of Capital Equipment and Associated Services)" dated 30 June 2020 between Mount Isa Mines Limited ACN 009 661 447 (acting in its personal capacity and as agent for the Target and Ernest Henry Mining Pty Ltd ACN 008 495 574) and Sandvik Mining and Construction Australia Pty Ltd ACN 003 771 382;

Mining Act means the Mining Act 1992 (NSW);

Mining Mortgages means:

Month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, subject to adjustment in accordance with the rules specified as Business Day Conventions in the Reference Rate Terms;

Multiemployer Plan means any multiemployer plan as defined in section 4001(a)(3) of ERISA, which is or was contributed to by an Obligor, a Subsidiary of an Obligor or an ERISA Affiliate (or to which any of the foregoing had any obligation to contribute or any liability, contingent or otherwise);

Native Title Claim means any application, claim, right or entitlement, (whether arising by statute or otherwise) of any indigenous person or traditional owner to any estate or interest in land by which that person or owner is applying for or claiming or has that estate or interest in land because that person is indigenous, is a traditional owner or otherwise has a relationship with the land including any application, claim, right or entitlement under the Native Title Act 1993 (Cth) or any analogous legislation;

New Lender has the meaning given in clause 26 (Changes to the Lenders);

NSR Royalty means the 1.5% copper only net smelter return royalty granted by Target to Glencore Operations Australia Pty Limited under the Glencore NSR Royalty Agreement;

NYSE means the New York Stock Exchange;

Obligor means the Borrower or a Guarantor;

Obligor General Security Deed means the general security deed to be entered into between the Borrower, the Company, MAC and the Security Trustee;

Obligor Shares means any shares, membership or other equity interests, or other equity securities in or issued by any Obligor or Target but excluding the Company;

Offshore Associate means an Associate:

which is not acquiring the Loan Notes or receiving payment in the capacity of a clearing house, custodian, funds manager or responsible entity of a registered scheme;

Offtake Agreement means:

Offtaker means Glencore International AG and any other offtaker under an Offtake Agreement approved by the Agent;

Operating Costs means all costs and expenses incurred and paid or payable by the Borrower Group in the ordinary course of business in connection with the day-to-day activities of the Project, including (without double-counting):

Original Financial Statements means:

Original Guarantor means each entity listed as such in Part 1 (The Original Obligors) of ‎Schedule 1 (The Original Parties);

Original Issue Discount has the meaning given to that term in clause 5.6 (Original Issue Discount);

Original Obligor means the Borrower or an Original Guarantor;

Other Debt means the Permitted Financial Indebtedness incurred in respect of the Senior Debt Facilities, the Silver Streaming Facility, the Copper Streaming Facility and the NSR Royalty;

Other Debt Documents means each of the following:

and any other document, agreement or understanding (in writing or not) between any Obligors or between an Obligor and any shareholder of any of them which evidences Financial Indebtedness of an Obligor to another Obligor or shareholder of any of them;

Participating Member State means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union;

Party means a party to this Agreement;

Perfection Requirements means the making or procuring of the appropriate perfection, stamping, endorsements, notarisations, notifications, Authorisations and registration requirements of the Transaction Security Documents and/or the Security created under them;

Permitted Acquisition means:

Permitted Disposal means any Disposal which, except in the case of paragraph (b), is on arm's length terms:

so long as, in each case, no Event of Default is subsisting on the date of such Disposal or would occur as a result of such Disposal, and such Disposal would not have, or could not reasonably be expected to have, a Material Adverse Effect;

Permitted Distribution means the payment of any Distribution so long as:

Permitted Financial Indebtedness means Financial Indebtedness:

so long as, in each case, no Event of Default is subsisting on the date such Financial Indebtedness is incurred or would occur as a result of the incurrence of such Financial Indebtedness;

Permitted Joint Venture means any investment in any Joint Venture, unless such investment would have a Material Adverse Effect, and so long as:

Permitted Loan means:

Permitted Security means:

Permitted Transaction means:

Plan means an "employee benefit plan" as defined in section 3(3) of ERISA that is subject to Title IV of ERISA and that is sponsored, maintained or contributed to by an Obligor, a Subsidiary of an Obligor or any ERISA Affiliate or in respect of which an Obligor, a Subsidiary of an Obligor or an ERISA Affiliate has or has had an obligation to contribute or any liability (contingent or otherwise);

PPSA means the Personal Property Securities Act 2009 (Cth);

PPX Supply Contract means the document titled "Supply Contract (Supply of PPX Parts, GET, Drilling Consumables, Services and other items)" dated on or around 1 October 2020 between Mount Isa Mines Limited ACN 009 661 447 (in its personal capacity and acting as agent for the Target and Ernest Henry Mining Pty Ltd ACN 008 495 574) and Sandvik Mining and Construction Australia Pty Ltd ACN 003 771 382;

Primary Term Rate means the rate specified as such in the applicable Reference Rate Terms;

Principal Outstanding means, at any time, the outstanding principal amount of the Loan made under the Facility, including any amounts capitalised under clause 9.2 (Payment of interest) or clause 9.3(c) (Default interest) of this Agreement or clause 6.2 (Payment of interest) or clause 6.3 (Default interest) of the Loan Note Deed Poll;

Proceeds Account means each the AUD Proceeds Account and the USD Proceeds Account;

Product means the present and future right, title and interest of an Obligor in and to all copper and silver and other metals and minerals mined, extracted or derived from the Project;

Project means:

Project Account means each of the following accounts in the name of the Borrower and/or Target and held with the Account Bank:

Project Area means the area the subject of the Tenements, the Freehold Properties and the Project Leases;

Project Assets means all the right, title and interest both present and future of the Obligors which is attributable to the Project and includes all the right, title and interest both present and future of the Obligors in, to, under or derived from:

Project Leases means each perpetual land lease held by the Target listed in Part 2 (Project Leases) of Schedule 17 (Real Property) and any additional or replacement lease used or to be used in connection with the Project;

Quarter Date Means each of 31 March, 30 June, 30 September and 31 December;

Quotation Time means the relevant time (if any) specified as such in the applicable Reference Rate Terms;

Real Property Mortgages means:

Recognition Certificate has the meaning given in the Security Trust Deed;

Reference Rate Supplement means a document which:

Reference Rate Terms means, in relation to:

the terms set out for the Loan, Unpaid Sum or accrual, in Schedule 13 (Reference Rate Terms) or in any Reference Rate Supplement;

Register means a register maintained by the Agent under clause 35 (The Register);

Related Fund in relation to a fund (the first fund), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of or receives investment advice from the investment manager or investment adviser of the first fund, or an Affiliate thereof;

Relevant Market the market specified as such in the Reference Rate Terms;

Relevant Period means:

Repeating Representations means each of the representations set out in clause 18 (Corporate Representations) and 19 (Project Representations) other than those set out in clause 18.12(a) and clause 18.12(b);

Reporting Day means the day specified as such in the Reference Rate Terms;

Representative means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian;

Reserve Tail Ratio means the ratio expressed as a percentage of:

as included in the relevant updated Reserves Statement (taking into account the projected future production set out in the most recently delivered updated Base Case Financial Model);

Reserves means reserves of copper as determined in accordance with the JORC Code;

Reserves Statement means a statement of proven and probable Reserves in relation to the Project which is prepared in accordance with the JORC Code;

Resignation Letter means a letter substantially in the form set out in Schedule 6 (Form of Resignation Letter);

Revenue means, for any period, the aggregate of the following amounts actually received (or, where not received at any date of the calculation, projected to be actually received as contemplated in the Base Case Financial Model) by the Obligors that are member of the Borrower Group during that period:

but excluding:

Review Event means the occurrence of any of the following events (whether or not it is in the control of any Obligor):

RFR Banking Day means any day specified as such in the Reference Rate Terms;

Sale and Purchase Agreement means the document titled "CMPL share sale agreement" dated 17 March 2022 between the Borrower, MAC, the Company and Glencore Operations Australia Pty Limited in respect of the acquisition of 100% of the issued share capital in the Target by the Borrower as amended or varied before the date of this Agreement;

Sales Proceeds means moneys received from the sale of Product, including moneys received under any Offtake Agreement;

Sanctions means any trade, economic or financial sanctions administered or enforced by the U.S. Department of Treasury's Office of Foreign Assets Control, the United Nations Security Council, the European Union, His Majesty's Treasury, the Australian Department of Foreign Affairs and Trade, the New Zealand Ministry of Foreign Affairs and Trade, the Hong Kong Commerce, Industry and Tourism Branch of the Commerce and Economic Development Bureau, the Monetary Authority of Singapore, the Ministry of Finance Japan or the government of Canada;

Second Contingent Copper Payment means the unsecured, subordinated payment of up to $75,000,000 deferred consideration payable by the Company to Glencore Operations Australia Pty Limited under the Sale and Purchase Agreement payable if, over the life of the mine, the average daily LME closing price of copper is greater than US$9,920 per metric tonne for any rolling 24-month period (commencing at Completion);

Secured Property means all of the assets of the Obligors which from time to time are the subject of the Transaction Security;

Security means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect, including any "security interest" as defined in section 12(1) or (2) of the PPSA;

Security Trust Deed means the deed entitled “Security Trust Deed for the Cobar Mezzanine Security Trust” dated on or about the date of this Agreement and made between, among others, the Company and the Security Trustee;

Security Trust Deed Accession Deed has the meaning given to the term "Accession Deed" in the Security Trust Deed;

Security Trustee has the meaning given to it in the Security Trust Deed;

Senior Debt Facilities means the financial accommodation made available to the Borrower under the Senior Facility Agreement;

Senior Facility Agreement means the agreement dated 28 February 2023 entitled "US$205,000,000 term loan facility, US$25,000,000 revolving loan facility, A$40,000,000,000 letter of credit facility" between, among others, the Borrower as borrower and Citisecurities Limited as agent, in Agreed Form;

Senior Facility Security Documents means the "Transaction Security Documents" as defined in the Senior Facility Agreement in each case in Agreed Form.

Senior Security Trustee has the meaning given to it in the Intercreditor Deed;

Senior Security Trust Deed means the deed entitled "Security Trust Deed" to be dated before Financial Close and made between, among others, the Borrower, the Company and the Senior Security Trustee, in Agreed Form.

Shiploader Agreement means the document titled "Newcastle Shiploader Services Agreement" dated on or about January 2014 as varied on 30 August 2021 between the Target and Aurizon Port Services Pty Ltd ACN 103 570 181 (formerly Conports Pty Ltd);

SIJL means the Security Interests (Jersey) Law 2012.

SIR means the security interest register maintained under Part 8 of the SIJL.

Silver Purchase Agreement means the agreement to be dated before Financial Close entitled " silver purchase agreement" between the Company as seller, the Borrower, the Stream Purchaser as purchaser and which will, following completion of a section 260B whitewash procedure under the Corporations Act, be acceded to by the Target, in Agreed Form;

Silver Stream Security Trust Deed means the deed entitled "Security Trust Deed (Silver Stream)" to be dated before Financial Close and made between, among others, the Company and the security trustee named in that deed in Agreed Form;

Silver Streaming Facility means the financial accommodation made available to the Company under the Silver Purchase Agreement;

Silver Streaming Facility Security Documents means the "Stream Security Documents" as defined in the Silver Purchase Agreement in each case in Agreed Form;

Silver Streaming Intercompany Loan Agreement means the intercompany loan between the Company and the Borrower to be dated before Financial Close under which the proceeds of the upfront deposit to be paid by the Stream Purchaser under the Silver Purchase Agreement are on-lent to the Borrower, in Agreed Form;

Social Laws means any applicable law or regulation which relates to:

Specified Time means a day or time determined in accordance with Schedule 10 (Timetables);

Sponsor Affiliate means MAC and the Company and each of their affiliates and related funds, trusts, partnerships and controlled entities;

Sponsor Affiliate Payment means any payment to a Sponsor Affiliate in respect of any management or other fees;

Stream Purchaser means Osisko Bermuda Limited, an exempted company existing under the laws of Bermuda, and its permitted successors and assigns;

Subordination of Claims Letter means the letter dated on or about the date of this agreement between, among others, MAC and the Agent in respect of claims under certain due diligence reports;

Subsidiary has the meaning given in the Corporations Act, but as if body corporate includes any entity and, in respect of any entity incorporated or established in Jersey, a subsidiary within the meaning of articles 2 and 2A of the Companies (Jersey) Law 1991. It also includes an entity required by current accounting practice to be included in the consolidated annual financial statements of that entity or would be required if that entity were a corporation;

Sustaining Capital Expenditure means Capital Expenditure contemplated in the Annual Operating Budget which is incurred by the Borrower Group in order to maintain or sustain the production capacity of the Project;

Target means Cobar Management Pty. Limited (ACN 083 171 546), a company existing under the laws of New South Wales, and its successors and permitted assigns in accordance with the Finance Documents;

Target General Security Deed means the general security deed (including mining mortgage) to be entered into between the Target and the Security Trustee;

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of them);

Tax Act means the Income Tax Assessment Act 1936 (Cth);

Tax Consolidated Group means a Consolidated Group or an MEC Group as defined in the Income Tax Assessment Act 1997 (Cth);

Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document; 

Tax Event means the introduction of or any change in (or in the interpretation, administration or application of) any tax law or regulation made after the date of this Agreement with respect to the Obligors which results in an adverse tax consequence to an assumption for tax under the Base Case Financial Model, and the Base Case Financial Model, when updated for such assumption in accordance with clause 20.5 (Updates to Base Case Financial Model) does not show satisfaction of the Financial Covenants;

Tax Funding Agreement means a tax funding agreement between the members of a Tax Consolidated Group which includes:

Tax Sharing Agreement means any agreement that satisfies the requirements of section 721-25 of the Tax Act for being a valid tax sharing agreement;

Technical Assumptions means, in relation to the Base Case Financial Model, forecast and actual Revenue, Operating Costs and technical operating assumptions relating to the Project and any other assumption that in the Agent's reasonable opinion (acting on the instructions of the Majority Lenders) is necessary to run the Base Case Financial Model (other than Economic Assumptions);

Tenements means:

Term Reference Rate means in relation to the Loan:

Termination Date means the date falling five years after the Utilisation Date;

Total Commitments means the aggregate of the Commitments, being $135,000,000 at the date of this Agreement;

Total Net Debt means, in relation to the Borrower Group, at the end of any Relevant Period, the sum of the following items (as stated on the Borrower’s financial statements):

less

Total Net Debt to EBITDA means, for any Relevant Period, the ratio of:

Transaction Documents means the Finance Documents, the Other Debt Documents and the Material Contracts;

Transaction Security means the Security created or expressed to be created in favour of, or held for the benefit of, the Security Trustee under the Transaction Security Documents;

Transaction Security Documents means any documents:

Transfer Certificate means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrower;

Transfer Date means, in relation to a transfer, the later of:

Transitional Services Agreement means the document contemplated in the Sale and Purchase Agreement to be titled "Transitional Services Agreement" to be dated on or before Completion and to be entered into between the Company, the Target and an entity within the Glencore Group;

Tripartite Deed means:

Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Finance Documents;

US means the United States of America;

USD Proceeds Account means the account held with the Initial Account Bank and styled ‘USD Proceeds Account’ and any replacement bank account with an Account Bank with the approval of the Agent and agreed between the Borrower and the Agent to be the USD Proceeds Account;

Utilisation means the utilisation of the Facility;

Utilisation Date means the date of the Utilisation, being the date on which the Loan is to be made;

Utilisation Request means a notice substantially in the form set out in Schedule 3 (Utilisation Request);

Ventilation Construction Agreement means the document titled "Construction Agreement (Cooling Turnkey Solution)" dated 1 September 2021 between the Target and Gordon Brothers Industries Pty Ltd ACN 160 126 456;

Warrants means the 3,187,500 transferrable share purchase warrants issued by the Company, with each whole warrant entitling the holder thereof to purchase one ordinary share in the capital of the Company with a par value of $0.0001 per share, for a term of 5 years from their date of issue for and at an exercise price of USD12.50 per ordinary share, subject to customary anti-dilution terms.

Water Licence Mortgages means each mortgage granted or to be granted by the Target or another Obligor in favour of the Security Trustee in respect of the Target's interest in the Water Licences; and

Water Licences means each water access licence listed in Part 3 (Water Licences) of Schedule 17 (Real Property) and any additional or replacement licence, permit or authorisation in respect of water used or to be used in connection with the Project.

US$, USD and US dollars denote the lawful currency of the United States of America, A$, AUD and Australian dollars denote the lawful currency of Australia.

Any limitation of liability conforming to the requirements of Schedule 4 (Form of Transfer Certificate) contained in a Transfer Certificate signed by a Lender which is a trustee of a fund will apply in respect of that Lender as if incorporated in this Agreement.

Where a provision of a Finance Document imposes, or purports to impose, an obligation on, or otherwise relates to, the Target before it becomes a party to the Finance Document, the provision will be read as imposing an obligation on the Borrower to procure that the Target complies with that obligation, or (to the extent possible) as relating to the Target as if it were a party to the Finance Document as an Obligor.

The Lenders carry on jointly the activity of supplying services to the Borrower. Those services consist of making available the Facility in accordance with the terms of the Finance Documents (the Services). The Borrower acknowledges that:

Section 2
THE FACILITIES

Subject to this Agreement, the Lenders will subscribe for Loan Notes and by way of subscription make available to the Borrower a US dollar term loan facility in an aggregate amount equal to the Total Commitments.

The Borrower shall apply all amounts received by it under the Facility towards part of the purchase consideration for the Acquisition under the Sale and Purchase Agreement in accordance with the Funds Flow Statement.

No Finance Party is bound to monitor or verify the application of any amount borrowed under this Agreement.

The Lenders will only be obliged to comply with clause 5.4 (Lenders' participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

The continuing obligation of the Lenders to make available or maintain any accommodation under the Facility is subject to the following:

During the Certain Funds Period each Lender agrees that it will:

unless at the time of the Utilisation Request or on the proposed Utilisation Date for the utilisation:

to pay in full the purchase price under the Sale and Purchase Agreement in order to complete the Acquisition; or

Major Representations means a representation:

Major Undertaking means an undertaking under clause 23.5 (Special Purpose Vehicle), and a negative undertaking under clause 18.27 (Sanctions), 22.9 (Financial Indebtedness), 22.10 (Loans or credit), 22.11 (Negative pledge), 22.12 (Disposals), 22.13 (Mergers/Acquisitions), 22.14 (Change of business) or 23.7 (Offtake Agreements); and

Major Default means with respect to the Obligors, an Event of Default under clauses 25.1 (Non-payment), 25.3 (Other obligations) (insofar as it relates to a breach of any Major Undertaking), 25.4 (Misrepresentation) (insofar as it relates to a breach of any Major Representation), 25.5 (Cross default), 25.6 (Insolvency), 25.7 (Insolvency proceedings), 25.8 (Creditors' process), 25.10 (Unlawfulness), 25.11 (Repudiation); 25.13 (Vitiation of Finance Documents) or 25.14 (Cessation of business).

Section 3
UTILISATION

The Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

The Loan shall be made to the Borrower at an original issue discount equal to 2% of the Loan, which original issue discount shall be deducted from the Utilisation and shall not be credited against the interest payable pursuant to clause 9 (Interest) or any other term of this Agreement, but shall constitute additional interest paid in advance (the Original Issue Discount).

The Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period.

Section 4
REPAYMENT, PREPAYMENT AND CANCELLATION

The Borrower shall repay the Principal Outstanding under the Facility in full on the Termination Date, together with all accrued but unpaid interest, and all other amounts accrued or outstanding under the Finance Documents.

If, in any applicable jurisdiction, it becomes unlawful (or impossible as a result of a change in law or regulation) for any Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in the Utilisation or it becomes unlawful or impossible as a result of a change in law or regulation for any Affiliate of a Lender to do so:

then:

then the Borrower must promptly after receipt, apply an amount equal to such cash proceeds in reduction of the Facility.

the Borrower may, whilst the circumstance giving rise to the requirement for that increase or claim continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender's participation in the Utilisation or give the Agent notice of its intention to replace that Lender in accordance with clause 7.6(e).

the Borrower may, on 21 Business Days' prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer under clause 26 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or another bank, or financial institution, or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (including credit derivatives) in any such case selected by the Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with clause 26 (Changes to the Lenders) for a purchase price in cash payable at the time of the transfer in an amount equal to the Principal Outstanding of the Lender's participation in the outstanding Utilisation and all accrued interest (to the extent that the Agent has not given a notification under clause 26.9 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.

Any notice of cancellation, prepayment, authorisation or other election given by any Party under clause 7 (Prepayment and Cancellation), or under the Loan Note Deed Poll, shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

The Borrower may not reborrow any part of the Facility which is prepaid.

The Borrower shall not repay or prepay all or any part of the Utilisation or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement or the Loan Note Deed Poll.

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

If the Agent receives a notice under clause 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

If all or part of any Lender's participation in the Utilisation under the Facility is repaid or prepaid and is not available for redrawing (other than by operation of clause 4.2 (Further conditions precedent)), an amount of the Lender's Commitment (equal to the amount of the participation which is repaid or prepaid) in respect of the Facility will be deemed to be cancelled on the date of repayment or prepayment.

Any prepayment of the Utilisation under clause 7.2 (Review Event), clause 7.3 (Other mandatory prepayment events) or clause 7.5 (Voluntary prepayment of the Facility) shall be applied pro rata to each Lender's participation in the Utilisation.

Section 5
COSTS OF UTILISATION

The rate of interest on the Loan for any day during an Interest Period is the percentage rate per annum which is the aggregate of the applicable:

less

less

provided always that such amount cannot be a negative amount.

the Maximum Elected Capitalised Proportion shall be 0%

interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to clause 9.3(b), is the sum of 2% per annum and the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted the Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this clause 9.3 shall be immediately payable by the Obligor on demand by the Agent.

If no Primary Term Rate is available for the Interest Period of the Loan, the applicable Term Reference Rate shall be the Central Bank Rate for the Quotation Day.

Section 6
ADDITIONAL PAYMENT OBLIGATIONS

Protected Party means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document;

Tax Credit means a credit against, relief or remission for, or repayment of any Tax; and

Tax Payment means either the increase in a payment made by an Obligor to a Finance Party under clause 12.2 (Tax gross-up) or a payment under clause 12.3 (Tax indemnity).

If an Obligor makes a Tax Payment and the relevant Finance Party determines in its absolute discretion that:

subject to clause 30 (Conduct of Business by the Finance Parties), the Finance Party shall pay an amount to the Obligor which that Finance Party determines in its absolute discretion will leave it (after that payment) in the same after-Tax position as it would have been in had the circumstances not arisen which caused the Tax Payment to be required to be made by the Obligor.

The Borrower shall: