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As filed with the Securities and Exchange Commission on May 9, 2023

Registration Statement No. 333-269007

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 4 to
Form F-4

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

METALS ACQUISITION LIMITED
(Exact Name of Registrant as Specified in Its Charter)

Jersey, Channel Islands

(Jurisdiction of Incorporation
or Organization)

1000

(Primary Standard Industrial
Classification Code Number)

Not Applicable

(I.R.S. Employer
Identification Number)

3rd Floor, 44 Esplanade, St.
St. Helier, Jersey, JE4 9WG
Tel: +(817) 698-9901

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Michael James McMullen
Green Mountain Metals LLC
425 Houston Street, Suite 400
Fort Worth, TX 76102
Tel: +(817) 698-9901

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

R. William Burns
Max Kirchner
Paul Hastings LLP
600 Travis Street, Fifty-Eighth Floor
Houston, Texas 77002
Tel: (713) 860-7300

Alexander D. Lynch
Eoghan P. Keenan
Barbra J. Broudy
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Tel: (212) 310-8000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and on completion of the transaction described in the enclosed proxy statement/prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. The Registrant may not sell the securities described herein until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED MAY 9, 2023

PROXY STATEMENT OF METALS ACQUISITION CORP

Century House, Ground Floor
Cricket Square, P.O. Box 2238
Grand Cayman KY1-1107, Cayman Islands

PROSPECTUS FOR UP TO 48,317,039 ORDINARY SHARES AND
15,373,564 WARRANTS OF
METALS ACQUISITION LIMITED

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
METALS ACQUISITION CORP
TO BE HELD ON , 2023

To the Shareholders of Metals Acquisition Corp:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “extraordinary general meeting”) of Metals Acquisition Corp, a Cayman Island exempted company (“MAC”), to be held online via live webcast, at : a.m., Eastern Time, on , 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned. Due to public health concerns regarding the COVID-19 pandemic, and the importance of ensuring the health and safety of MAC directors, officers, employees and shareholders, MAC shareholders are encouraged to attend the extraordinary general meeting virtually via live webcast. To attend and participate in the extraordinary general meeting virtually, you must register at www.virtualshareholdermeeting.com/MTAL2023SM, which is referred to in the accompanying proxy statement/prospectus as the MAC meeting website. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the extraordinary general meeting and to vote and submit questions during the extraordinary general meeting. For the purposes of the amended and restated memorandum and articles of association of MAC, the physical place of the meeting shall be at the offices of Paul Hastings LLP located at 200 Park Avenue, New York, NY 10166, United States of America. You are cordially invited to consider and vote upon the following:

(1)

Proposal No. 1 — The Business Combination Proposal: as an ordinary resolution, that the entry into and execution of the Share Sale Agreement, dated as of March 17, 2022, as amended by the Deed of Consent and Covenant, dated as of November 22, 2022, and as further amended by the CMPL Share Sale Agreement Side Letter, dated as of April 21, 2023 (as may be amended, supplemented, or otherwise modified from time to time, the “Share Sale Agreement”), by and among Metals Acquisition Limited, a private limited company newly incorporated under the laws of Jersey, Channel Islands (“MAC Limited”), MAC, Metals Acquisition Corp. (Australia) Pty Ltd, an Australian private company and wholly-owned subsidiary of MAC (“MAC-Sub”), and Glencore Operations Australia Pty Limited (“Glencore”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A and Annex A-1, pursuant to which, among other things, MAC-Sub will acquire from Glencore 100% of the issued share capital of Cobar Management Pty. Limited, an Australian private company (“CMPL”) (the “Business Combination Proposal”), which owns and operates the Cornish, Scottish and Australian underground copper mine (the “CSA Mine”) near Cobar, New South Wales, Australia, and the transactions contemplated by the Share Sale Agreement (including the business combination, the “Business Combination”) be authorized, approved and confirmed in all respects;

(2)

Proposal No. 2 — The Merger Proposal: as a special resolution, that subject to the approval and adoption of the Business Combination Proposal, the plan of merger, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, pursuant to which, immediately prior to the Business Combination, MAC will be merged with and into MAC Limited (the “Merger”), with MAC Limited continuing as the surviving company (MAC Limited following the Merger is referred to as “New MAC”) and CMPL becoming an indirect subsidiary of New MAC following the Business Combination be authorized, approved and confirmed in all respects, that MAC be and is hereby authorized to enter into the Plan of Merger, and that MAC be authorized to merge with and into MAC Limited, with MAC Limited continuing as the surviving company, so that all the undertaking, property and liabilities of MAC vest in the surviving company by virtue of such merger pursuant to the provisions of Part XVI of the Companies Act (the “Merger Proposal”);

(3)

Proposal No. 3 — The Governing Documents Proposals: assuming the Business Combination Proposal and the Merger Proposal are approved, to consider and vote upon three separate proposals (collectively, the “Governing Documents Proposals”) to approve, by ordinary resolution, material differences between the amended and restated memorandum of association of New MAC to be in effect following the Business Combination, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (together, the “Proposed Governing Documents”), and the existing amended and restated memorandum and articles of association of MAC (together, the “Existing Governing Documents”); and

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(4)

Proposal No. 4 — The Adjournment Proposal: as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to MAC shareholders or (ii) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more of the proposals at the extraordinary general meeting be approved (the “Adjournment Proposal”).

Each of the Business Combination Proposal, the Merger Proposal, the Governing Documents Proposals and the Adjournment Proposal (collectively, the “Transaction Proposals”) is more fully described in the accompanying proxy statement/prospectus, which we urge each MAC shareholder to review carefully.

Only holders of record of MAC’s Class A ordinary shares, par value $0.0001 per share (“MAC Class A Ordinary Shares”) and Class B ordinary shares, par value $0.0001 per share (“MAC Class B Ordinary Shares”) at the close of business on , 2023 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

The accompanying proxy statement/prospectus and accompanying proxy card is being provided to MAC shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all MAC shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes thereto and the documents referred to herein carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 56 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of MAC has approved the Share Sale Agreement and the transactions contemplated thereby, including the Merger, and recommends that shareholders vote “FOR” the Business Combination Proposal, the Merger Proposal, the Governing Documents Proposals and the Adjournment Proposal. When you consider the recommendation of these proposals by the board of directors of MAC, you should keep in mind that MAC’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “The Business Combination Proposal — Interests of MAC’s Directors and Executive Officers in the Business Combination” and “Risk Factors — Risks Relating to MAC and the Business Combination — Our Sponsor, certain members of our board of directors and our officers have interests in the Business Combination that may conflict with those of other shareholders in recommending that shareholders vote in favor of approval of the Business Combination and the other proposals described in this proxy statement/prospectus.” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Pursuant to MAC’s Existing Governing Documents, holders of MAC’s Class A Ordinary Shares may request that MAC redeem all or a portion of its MAC Class A Ordinary Shares (such shares, the “public shares” and such holders the “public shareholders”) for cash in connection with any vote on the Business Combination. As a public shareholder, in the event that the Business Combination is approved and consummated, you will be entitled to receive a per share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to MAC to pay its taxes, divided by the number of then issued public shares (such redemption price being referred to herein as the “Redemption Price”), for any public shares to be redeemed only if you:

(i)

(a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares;

(ii)

submit a written request to Continental Stock Transfer & Trust Company (“Continental”), MAC’s transfer agent, in which you (a) request that MAC redeem all or a portion of your public shares for cash, and (b) identify yourself as the MAC holder of the public shares and provide your legal name, phone number and address; and

(iii)

deliver your share certificates (if any) and other redemption forms (as applicable) to Continental physically or electronically through The Depository Trust Company.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to : p.m., Eastern Time, on , 2023 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem public shares regardless of whether or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, MAC will redeem such public shares for the Redemption Price. For illustrative purposes, as of , 2023, this would have amounted to approximately $ per issued and outstanding public share.

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If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for the Redemption Price and will no longer own public shares. See “The Extraordinary General Meeting of MAC Shareholders — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for the Redemption Price.

Notwithstanding the foregoing redemption rights, MAC’s Existing Governing Documents provide that a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash and such excess public shares would be converted into the merger consideration in connection with the Business Combination. There will be no redemption rights with respect to MAC’s warrants. In addition, Green Mountain Metals LLC (the “Sponsor”) has entered into a letter agreement (the “Sponsor IPO letter agreement”) with MAC pursuant to which Sponsor has agreed, in partial consideration of receiving its MAC Class B Ordinary Shares issued to the Sponsor and the initial shareholders (“Founder Shares”) and for the covenants and commitments of MAC therein, to waive their redemption rights with respect to their Founder Shares and any public shares the Sponsor or the initial shareholders may have acquired after MAC’s IPO in connection with the completion of the Business Combination.

The Share Sale Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus, including, among other things, the approval of the Transaction Proposals. There can be no assurance that the closing conditions will be satisfied or that the parties to the Share Sale Agreement would waive any such provision of the Share Sale Agreement. In addition, in no event will MAC redeem public shares in an amount that would cause MAC’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Share Sale Agreement, including the Merger and the Financing.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker, or other nominee, you will need to follow the instructions provided to you by your bank, broker, or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting.

If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker, or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of the accompanying proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the accompanying proxy statement/prospectus carefully and in its entirety, including the Annexes hereto and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact D.F. King & Co., Inc., MAC’s proxy solicitor, by calling 800-714-3305, or banks and brokers can call collect at 212-269-5550, or by emailing MTAL@dfking.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of Metals Acquisition Corp,

Neville Joseph Power
Chair

This proxy statement/prospectus is dated, and is first being mailed to shareholders of MAC on or about that date.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

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METALS ACQUISITION CORP

Century House, Ground Floor
Cricket Square, P.O. Box 2238
Grand Cayman KY1-1107, Cayman Islands
Tel: +817-698-9901

Dear Metals Acquisition Corp Shareholders:

At the extraordinary general meeting, our shareholders will be asked to consider and vote upon a proposal, which we refer to as the “Business Combination Proposal,” to authorize, approve and confirm, as an ordinary resolution, the entry into and the execution of the Share Sale Agreement, dated as of March 17, 2022, as amended by the Deed of Consent and Covenant, dated as of November 22, 2022, and as further amended by the CMPL Share Sale Agreement Side Letter, dated as of April 21, 2023 (as may be further amended, supplemented, or otherwise modified from time to time, the “Share Sale Agreement”) by and among Metals Acquisition Limited, a private limited company newly incorporated under the laws of Jersey, Channel Islands (“MAC Limited”), MAC, Metals Acquisition Corp. (Australia) Pty Ltd, an Australian private company and wholly-owned subsidiary of MAC (“MAC-Sub”), and Glencore Operations Australia Pty Limited (“Glencore”), pursuant to which, among other things, MAC-Sub will acquire from Glencore 100% of the issued share capital of Cobar Management Pty. Limited (“CMPL”), which owns and operates the Cornish, Scottish and Australian underground copper mine (the “CSA Mine”) in Cobar, New South Wales, Australia, and consummate the transactions contemplated thereby (including the business combination (the “Business Combination”)). A copy of the Share Sale Agreement is attached to the accompanying proxy statement/prospectus as Annex A and Annex A-1.

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Share Sale Agreement and the Plan of Merger, the following transactions will occur:

(a)

Prior to the closing of the Business Combination (the “Closing”), MAC shall be merged with and into MAC Limited (the “Merger” and the effective time of the Merger, the “Effective Time”), with New MAC continuing as the surviving company.

(b)

At the Effective Time, (i) each issued and outstanding MAC Class A Ordinary Share and MAC Class B Ordinary Share will be converted into one ordinary share, par value $0.0001 per share, of New MAC (“New MAC Ordinary Shares”), and (ii) each issued and outstanding whole warrant to purchase MAC Class A Ordinary Shares will be converted into one New MAC Ordinary Share at an exercise price of $11.50 per share (“New MAC Warrants”), subject to the same terms and conditions existing prior to such conversion.

(c)

MAC-Sub will acquire from Glencore 100% of the issued share capital of CMPL. CMPL owns and operates the CSA Mine near Cobar, New South Wales, Australia.

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(d)

In consideration for the acquisition of CMPL, MAC and MAC-Sub will:

(i)

pay at least US$775,000,000 (with the potential to be scaled up to US$875,000,000 depending on equity demand) to Glencore (subject to a customary closing accounts adjustment (including New MAC being liable for accounting fees in connection with the transaction) to reflect the working capital, net debt and tax liabilities of CMPL at the time of closing under the Share Sale Agreement (the “Closing”));

(ii)

issue up to 10,000,000 New MAC Ordinary Shares (the “Rollover Shares”) to Glencore (having a value of up to US$100,000,000) with Glencore having the option to scale down the amount to US$0 subject to MAC raising sufficient equity (with any scale back to be reflected in the upfront cash payment scale-up, as set out in subsection (i));

(iii)

pay US$75,000,000 as a deferred cash payment on the following terms:

(A)

payable upon New MAC’s listing on the Australian Securities Exchange (“ASX”) or undertaking any alternative equity raise (up to 50% of the net proceeds from the raise, capped at US$75 million);

(B)

the unpaid balance of the US$75,000,000 will accrue interest at a rate equivalent to what MAC pays on the Mezz Facility, set at SOFR plus a variable margin of 8-12% (which will be determined by reference to prevailing copper prices); and

(C)

any residual (up to the US$75,000,000 plus applicable interest) not paid in cash by the date that is twelve (12) months after the Closing will be settled on the next business day through the issuance of additional New MAC Ordinary Shares at a 30% discount to the 20-trading day VWAP before the issuance (the “Equity Conversion Date”). If New MAC is listed on more than one exchange, the VWAP will be calculated by reference to the exchange with the largest volume (US$ equivalent) over the 20-trading day period before the Equity Conversion Date. If the New MAC Ordinary Shares cannot be issued to Glencore due to applicable law or the rules of any applicable stock exchange, Glencore, in its sole discretion, may delay the date for the issuance of the New MAC Ordinary Shares, noting that such right only delays the date for the issuance of the New MAC Ordinary Shares, which amount of New MAC Ordinary Shares will be set on the Equity Conversion Date;

(iv)

pay US$150,000,000 in cash structured as two contingent payments (US$75,000,000 each) that are unsecured, fully subordinated and payable if, and only if, over the life of the CSA Mine, the average daily London Metal Exchange (“LME”) closing price is greater than:

(A)

US$4.25/lb (US$9,370/mt) for any rolling 18-month period (commencing at Closing) (the “First Contingent Copper Payment”); and

(B)

US$4.50/lb (US$9,920/mt) for any rolling 24-month period (commencing at Closing) (the “Second Contingent Copper Payment”);

The First Contingent Copper Payment and the Second Contingent Copper Payment will be payable as soon as the applicable payment trigger milestone has been achieved. However, if one or both of the milestones are met in the first three years post-Closing, the payment will only be made to the extent it does not constitute a breach of New MAC’s finance facilities in place at the Closing. To the extent payment would constitute a breach of the relevant facilities, New MAC will be subject to an obligation to use best endeavors to obtain the consent of all financiers for the payment to be made during the three-year window. For the avoidance of doubt, New MAC will be obligated to make the payments on the earlier of the first business day following (i) the refinancing of its senior debt, and (ii) the third anniversary of the Closing (being maturity of the senior debt), to the extent that First Contingent Copper Payment and/or Second Contingent Copper Payment has been triggered but not paid during the first three years post-Closing; and

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(vi)

grant Glencore the right to appoint one director to the New MAC board of directors (the “New MAC Board”) for every 10% of New MAC Ordinary Shares that Glencore beneficially owns.

The Share Sale Agreement also includes additional provisions to reflect that MAC, New MAC and MAC-Sub have provided a broad indemnity in favor of members of the Glencore corporate group, together with its directors, officers and employees from liability (excluding fraud) in connection with any offering document, proxy statement (including this Registration Statement on Form F-4, including a preliminary and definitive proxy statement/prospectus and any amendments thereto) prepared, filed and/or lodged with the SEC, a governmental agency and/or any stock exchange in connection with the acquisition by MAC-Sub of the CSA Mine.

Concurrently with the Closing, a Royalty Deed between New MAC, Glencore and CMPL will become effective (the “Royalty Deed”), pursuant to which CMPL will be required, on a quarterly basis to pay to Glencore a royalty equal to 1.5% of Net Smelter Returns (as defined in the Royalty Deed) and grant security interests created as a result of the Royalty Deed. Net Smelter Returns are equal to the gross revenue minus permitted deductions for all marketable and metal-bearing copper material, in whatever form or state, that is mined, produced, extracted or otherwise recovered from the Royalty Area (as defined in the Royalty Deed). Glencore has the right to transfer its interest in the Royalty Deed (subject to limited restrictions, and subject to a right of last refusal granted to CMPL) and the security created as a result of the Royalty Deed. A copy of the Royalty Deed is attached to the accompanying proxy statement/prospectus as Annex F.

Concurrently with the Closing, CMPL and Glencore International AG (“GIAG”) will enter into the Offtake Agreement. The Offtake Agreement is a life-of-mine offtake obligation, pursuant to which CMPL is committed to selling all Material to GIAG, and GIAG is committed to buying all Material, being all material and minerals in the form of copper concentrate produced from or processed at the CSA Mine and specified exploration licenses held by CMPL. A copy of the Offtake Agreement is attached to the accompanying proxy statement/prospectus as Annex E.

At Closing, MAC-Sub will acquire from Glencore 100% of the issued share capital of CMPL. CMPL owns and operates the CSA Mine near Cobar, New South Wales, Australia. After Closing, the business of CMPL will continue to operate through CMPL, and CMPL will be held by MAC-Sub. New MAC’s only direct assets will consist of equity interests in MAC-Sub. For a diagram showing the expected post-closing corporate structure, please see the section entitled “The Share Sale Agreement — Organizational Structure” on page 135 of the accompanying proxy statement/prospectus.

Financing for the Business Combination

The US$775 million initial cash purchase price (with the potential to be scaled up to US$875 million depending on equity demand) and associated US$31 million of transaction costs totaling US$806 million is currently anticipated to be financed through a combination of (i) debt facilities (the “Debt Facilities”) consisting of (a) a US$205 million acquisition term loan as part of a larger syndicated senior secured debt facility from Citibank N.A., Sydney Branch (“Citi Debt”), Bank of Montreal, Harris Bank, N.A., National Bank of Canada and The Bank of Nova Scotia, Australian Branch, (the “Senior Facilities”) and (b) a US$135 million mezzanine debt facility provided by Sprott Private Resource Lending II (Collecter-2) LLP (“Sprott”) (the “Mezz Facility”); (ii) a US$75 million long term silver purchase and sales agreement (the “Silver Stream”) with Osisko Bermuda Limited (“Osisko”) (with the potential for an additional US$15 million if the average silver price is above a certain threshold); (iii) to the extent available, US$266 million cash in trust (subject to share redemptions); (iv) a $100 million redemptions backstop facility (the “Redemptions Backstop Facility”), consisting of a pro rata split between a US$75 million copper streaming agreement (the “Copper Stream”) and associated US$25 million equity subscription; and (iv) proceeds from at least $126 million of private equity placements (the “PIPE Financing”) (collectively, the “Financing”). As discussed throughout the accompanying proxy statement/prospectus, we have entered into definitive agreements with respect to the Debt Facilities, the Silver Stream and the Redemptions Backstop Facility. Please see the section entitled “Certain Agreements Related to the Business Combination” in the accompanying proxy statement/prospectus for more information. If we are unable to successfully raise sufficient PIPE Financing, or if redemptions (meaning the redemption of public shares for cash pursuant to the Existing

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Governing Documents) are higher than our assumption, then we would not be able to fund the consideration for the Business Combination.

As part of the PIPE Financing, on April 14, 2023, MAC, New MAC and certain investors entered into Subscription Agreements (the “Subscription Agreements”), pursuant to which such investors agreed to subscribe for an aggregate of 11,362,506 New MAC Ordinary Shares at a purchase price of $10.00 per share, for an aggregate purchase price of $113,625,060 in a private placement. New MAC has agreed to grant to the purchasers certain customary registration rights. The sale under the Subscription Agreements is contingent upon, among other things, the substantially concurrent closing of the Business Combination. In connection with the Subscription Agreements, the Sponsor agreed to transfer 517,500 Founder Shares to certain significant investors (who are not affiliated with MAC) (the “Cornerstone Investors”) who have agreed to purchase an aggregate of 9,000,000 New MAC Ordinary Shares in the PIPE Financing.

It is anticipated that, upon completion of the Business Combination, our Sponsor and its affiliates will own approximately 11%, Glencore will own approximately 17%, the PIPE Investors and our public shareholders will own approximately 67%, respectively, of the issued and outstanding New MAC Ordinary Shares, the PIPE Investors (other than the Sponsor’s affiliates) will own approximately 21% of the issued and outstanding New MAC Ordinary Shares. These percentages are calculated based on a number of assumptions and are subject to adjustment in accordance with the terms of the Share Sale Agreement. These relative percentages assume that none of MAC’s existing shareholders exercise their redemption rights. These percentages do not include any transactions that may be entered into after the date hereof or any exercise or conversion of the New MAC Warrants. If any of MAC’s public shareholders exercise redemption rights, or any of the other assumptions are not true, these percentages will be different. You should read “Summary of the Proxy Statement/Prospectus — Ownership of New MAC Upon Completion of the Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

In addition to the Business Combination Proposal, you will also be asked to consider and vote upon: (a) subject to the approval and adoption of the Business Combination Proposal, a proposal, as a special resolution, to authorize, approve and confirm the plan of merger (the “Plan of Merger”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, in relation to Merger (the “Merger Proposal”) pursuant to which MAC will be merged with and into New MAC (the “Merger”), with MAC Limited continuing as the surviving company (MAC Limited following the Merger is referred to as “New MAC”) and CMPL being an indirect subsidiary of New MAC, to authorize MAC to enter into the Plan of Merger, and to authorize MAC to merge with and into MAC Limited, with MAC Limited continuing as the surviving company, so that all the undertaking, property and liabilities of MAC vest in the surviving company by virtue of such merger pursuant to the provisions of Part XVI of the Companies Act; (b) assuming the Business Combination Proposal and the Merger Proposal are approved, three separate proposals (collectively, the “Governing Documents Proposals”) to approve, by ordinary resolution, certain material differences between the amended and restated memorandum of association of New MAC to be in effect following the Business Combination, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (together, the “Proposed Governing Documents”), and the existing amended and restated memorandum and articles of association of MAC (together, the “Existing Governing Documents”); and (c) a proposal, as an ordinary resolution, to adjourn the extraordinary general meeting to a later date or dates, if necessary, for one or more of the Adjournment Purposes (as defined below), which is referred to herein as the “Adjournment Proposal.” Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

The Adjournment Proposal provides for a vote to adjourn the extraordinary general meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to MAC shareholders or (ii) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more of the proposals at the extraordinary general meeting (clause (i) and (ii), collectively the “Adjournment Purposes”). In no event, however, will we redeem MAC Class A Ordinary Shares in an amount that would cause our net tangible assets to be less than $5,000,001.

In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the closing of the Business Combination, including subscription agreements in connection

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with the PIPE Financing, the Royalty Deed, the Offtake Agreement, and the A&R Registration Rights Agreement (each as defined in the accompanying proxy statement/prospectus). See “Certain Agreements Related to the Business Combination” in the accompanying proxy statement/prospectus for more information.

Under the Share Sale Agreement, the closing of the Business Combination is subject to a number of customary closing conditions, including (i) MAC obtaining approval in accordance with the Foreign Acquisitions and Takeovers Act 1975 (Cth) to acquire CMPL and Glencore obtaining approval in accordance with the Foreign Acquisitions and Takeovers Act 1975 (Cth) to hold more than 10% of New MAC following closing, (ii) MAC having at least $5,000,001 of net tangible assets following the exercise by the holders of the MAC Class A Ordinary Shares issued in MAC’s IPO of securities and outstanding immediately before the Effective Time of their right to redeem their MAC Class A Ordinary Shares in accordance with the Existing Governing Documents, (iii) the absence of any material adverse effect, and (iv) MAC shareholders having approved the Business Combination Proposal and each of the other proposals presented to MAC shareholders in this proxy statement/prospectus. If any of the conditions to Glencore’s obligation to consummate the Business Combination are not satisfied, then Glencore will not be required to consummate the Business Combination.

The MAC Class A Ordinary Shares and MAC’s warrants and units are currently listed on the New York Stock Exchange (the “NYSE”) under the symbols “MTAL”, “MTAL.WS” and “MTAL.U”, respectively. New MAC intends to apply to list its New MAC Ordinary Shares and warrants on the NYSE under the symbols “MTAL” and “MTAL.WS”, respectively, in connection with the closing of the Business Combination. We cannot assure you that the New MAC Ordinary Shares or its warrants will be approved for listing on the NYSE. Within the six months following the consummation of the Business Combination, New MAC expects to pursue a dual-listing on the ASX, subject to market conditions. In connection with such listing, New MAC may issue additional equity securities. No certainty can be provided as to the timing of any such listing or offering or whether either will be ultimately successful. Each of MAC and MAC Limited is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 is, and consequently, following the Business Combination, New MAC will be an “emerging growth company”. As such, New MAC has elected to comply with certain reduced public company reporting requirements.

Pursuant to the Existing Governing Documents, a MAC shareholder may request that MAC redeem all or a portion of such public shares for cash in connection with any vote on the Business Combination. Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company (“Continental”), MAC’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address to Continental in order to validly redeem its shares. MAC shareholders may elect to redeem their public shares even if they vote “FOR” the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, or bank. If the Business Combination is consummated, and if a MAC shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its share certificates (if any) and other redemption forms to Continental, MAC will redeem such public shares (or portion thereof, as applicable) for per share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to MAC to pay its taxes, divided by the number of then issued public shares (such redemption price being referred to herein as the “Redemption Price”). For illustrative purposes, as of , 2023, based on funds contained in the Trust Account of approximately $ million, this would have amounted to approximately $ per issued and outstanding public share. If a MAC shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. See “The Extraordinary General Meeting of MAC — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for the Redemption Price. Notwithstanding the foregoing, a MAC shareholder, together with any affiliate of such public shareholder or any other person with whom such MAC shareholder is acting in concert or as a “group”

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(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a MAC shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash and such excess public shares would be converted into the merger consideration in connection with the Business Combination.

The Sponsor, which directly owns 6,628,695 Class B Ordinary Shares of MAC, and the initial shareholders (which indirectly own a portion of such shares), have agreed pursuant to that certain Sponsor Letter Agreement, dated as of July 28, 2021 (the “Sponsor Letter Agreement”) to, among other things, (i) vote in favor of the Share Sale Agreement and the transactions contemplated thereby (including any material differences between the Existing Governing Documents and the Proposed Governing Documents) and (ii) not redeem any Ordinary Shares owned by the Sponsor or the initial shareholders in connection with such shareholder approval in connection with the Business Combination, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES (OR A SPECIFIED PORTION OF THEM) ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO CONTINENTAL, MAC’S TRANSFER AGENT, AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER, AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO CONTINENTAL OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

In addition, if the Business Combination is consummated, New MAC, the Sponsor and certain other shareholders of Glencore will enter into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”), which will amend and restate in its entirety MAC’s existing Registration Rights Agreement, dated as of July 28, 2021, by and among MAC, the Sponsor and certain other holders (the “Registration Rights Agreement”), as of the Closing. As a result, the Sponsor, such holders and Glencore party thereto holding at least 15% of the then-outstanding registrable securities will be able to make a written demand for registration under the Securities Act of all or a portion of their registrable securities, subject to certain limitations. Any such demand may be in the form of an underwritten offering, it being understood that, subject to certain exceptions, New MAC shall not be required to conduct more than an aggregate total of three underwritten offerings. In addition, the holders of registrable securities will have “piggy-back” registration rights to include their securities in other registration statements filed by New MAC subsequent to the Closing. New MAC has also agreed to file with the SEC a resale shelf registration statement covering the resale of all registrable securities within 30 days of the Closing, to be declared effective within 60 days of the Closing (subject to certain exceptions). See “Certain Agreements Related to the Business Combination — Amended and Restated Registration Rights Agreement” in the accompanying proxy statement/prospectus for more information related to the A&R Registration Rights Agreement.

We are providing the accompanying proxy statement/prospectus and accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments or postponements of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all MAC shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes thereto and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 56 of the accompanying proxy statement/prospectus.

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MAC’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “The Business Combination Proposal — Interests of MAC’s Directors and Executive Officers in the Business Combination” and “Risk Factors — Risks Relating to MAC and the Business Combination — Our Sponsor, certain members of our board of directors and our officers have interests in the Business Combination that may conflict with those of other shareholders in recommending that shareholders vote in favor of approval of the Business Combination and the other proposals described in this proxy statement/ prospectus” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of the Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds (2/3) of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The approval of each of the Business Combination Proposal, Governing Documents Proposals, and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Business Combination Proposal, the Merger Proposal and the Governing Documents Proposals are conditioned on each other, and MAC will not complete the Business Combination unless all three are approved.

If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker, or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. Accordingly, your failure to vote by proxy or to vote in person at the extraordinary general meeting, an abstention from voting or a broker non-vote will have no effect on the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposals. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

On behalf of the MAC Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

, 2023

Sincerely,

Neville Joseph Power
Chair

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”), by Metals Acquisition Limited (“New MAC”) (File No. 333-269007), constitutes a prospectus of New MAC under Section 5 of the Securities Act of 1933, as amended, with respect to the New MAC Ordinary Shares (as defined below) to be issued to Metals Acquisition Corp (“MAC”) shareholders, as well as the warrants to acquire New MAC Ordinary Shares to be issued to MAC warrantholders if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the extraordinary general meeting of MAC shareholders at which MAC shareholders will be asked to consider and vote upon, as an ordinary resolution, a proposal to approve the entry into and execution of the Share Sale Agreement and approve the transactions contemplated thereby, including the Business Combination, among other matters.

CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires, “$,” “US$” and “U.S. dollar” each refer to the United States dollar, and “A$” and “AU$” each refer to the Australian dollar.

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires:

•

the term “CMPL” refers to Cobar Management Pty. Limited, a wholly-owned subsidiary of Glencore Operations Australia Pty Limited, an Australian private company (“Glencore”), being itself an indirect wholly owned subsidiary of Glencore plc;

•

the term “MAC” refers to Metals Acquisition Corp, a Cayman Island exempted company;

•

the term “MAC Limited” refers to Metals Acquisition Limited, a newly incorporated Jersey, Channel Islands public company with limited liability; and

•

the term “New MAC” refers to MAC Limited as the surviving company following the merger of MAC with and into MAC Limited.

All references to “we,” “us” or “our” refer to MAC, unless the context otherwise requires or as specified in certain sections or subsections of this proxy statement/prospectus, including, “Risk Factors”, as indicated therein, in which case, “we,” “us,” or “our” refer to CMPL prior to the consummation of the Business Combination, which will be the business of New MAC and any subsidiaries following the consummation of the Business Combination.

In this proxy statement/prospectus:

“2023 Plans” means the Incentive Plan, ESPP and DSU Plan, collectively.

“Adjournment Proposal” means a proposal to adjourn the extraordinary general meeting of the shareholders of MAC to a later date or dates, if necessary, (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to MAC shareholders or (ii) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for vote at such extraordinary general meeting.

“A&R Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement, to be entered into by New MAC, the Sponsor, Glencore and certain owners of equity interests in MAC concurrently with the Closing, pursuant to which that certain Registration Rights Agreement, dated as of July 28, 2021, shall be amended and restated in its entirety, as of the Closing.

“Ag” means silver.

“Articles” means the amended and restated memorandum and articles of association of New MAC that will be in effect upon the Closing of the Business Combination.

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“ASX” means the Australian Securities Exchange operated by ASX Limited.

“broker non-vote” means the failure of an MAC shareholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination” means the Merger and the other transactions contemplated by the Share Sale Agreement, collectively, including the Financings.

“Business Combination Proposal” means the proposal to approve the adoption of the Share Sale Agreement and such acquisitions and other transactions as contemplated thereby.

“Citi” means Citigroup Global Markets Inc.

“Citi Debt” means Citibank, N.A., Sydney Branch.

“Closing” means the consummation of the Business Combination, including the transactions contemplated by the Share Sale Agreement.

“COBO consent” means Control of Borrowing (Jersey) Order 1958.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Companies Act” means the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time.

“Condition Precedent Proposals” means the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposals.

“Continental” refers to Continental Stock Transfer & Trust Company.

“Copper Stream” means the copper purchase agreement dated March 20, 2023 entered into by and among MAC-Sub, MAC, MAC Limited and in connection with the Redemption Backstop Facility.

“COVID-19” or the “COVID-19 pandemic” means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or other epidemics, pandemics or disease outbreaks.

“CSA Mine” means the Cornish, Scottish and Australian underground copper mine near Cobar, New South Wales, Australia.

“Cu” means copper.

“DSU Plan” means the 2023 Non-Employee Directors Deferred Unit Plan.

“EBITDA” means earnings before interest, taxes, depreciation and amortization.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Governing Documents” means the amended and restated memorandum and articles of association of MAC.

“extraordinary general meeting” means the extraordinary general meeting of MAC to be held online via live webcast, at : a.m., Eastern Time, on , 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned. The physical place of the meeting means the offices of Paul Hastings LLP located at 200 Park Avenue, New York, NY 10166, United States of America.

“Effective Time” means the time at which the Merger becomes effective.

“ESPP” means the 2023 Employee Stock Purchase Plan.

“FATA” means Australia’s Foreign Investment and Takeovers Act 1975 (Cth).

“Founder Shares” means the MAC Class B Ordinary Shares.

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“GAH” means Glenore Australia Holdings Pty Limited (Australian Treasury).

“GIAG” means Glencore International AG.

“Governing Documents Proposals” means the three separate sub-Governing Documents Proposals set forth in “The Governing Documents Proposals.”

“IFRS” means International Financial Reporting Standards, as issued by the International Accounting Standards Board.

“Incentive Plan” means the 2023 Long-Term Incentive Plan.

“Indicated Mineral Resources” means that part of a Mineral Resource for which quantity, grade (or quality), densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. The nature, quality, amount and distribution of data are such as to allow confident interpretation of the geological framework and to assume continuity of mineralization. An Indicated Mineral Resource may be converted to a probable Ore Reserve.

“Inferred Mineral Resources” means that part of a Mineral Resource for which quantity and grade (or quality), are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply, but not to verify, geological and grade (or quality) continuity. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. Confidence in the estimate of Inferred Mineral Resources is not sufficient to allow the application of technical and economic parameters to be used for detailed planning studies. An Inferred Mineral Resource must not be converted to an Ore Reserve. While it is reasonably expected that the majority of an Inferred Mineral Resource could be upgraded to an Indicated Mineral Resource with further drilling or exploration data, there is no certainty that this will be the case.

“initial shareholders” means certain of MAC’s officers and directors that are principals of the Sponsor and which indirectly hold the Founder Shares through their holdings of Class B units in the Sponsor, which entitle them to an equivalent number of New MAC Ordinary Shares upon distribution.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means MAC’s initial public offering of units, consummated on August 2, 2021.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“JORC Code” means the Australasian Joint Ore Reserve Committee Code, 2012 edition.

“LME” means the London Metal Exchange.

“MAC Board” means the MAC board of directors.

“MAC Class A Ordinary Shares” means MAC’s Class A ordinary shares, par value $0.0001 per share.

“MAC Class B Ordinary Shares” means MAC’s Class B ordinary shares, par value $0.0001 per share.

“MAC Ordinary Shares” means the MAC Class A Ordinary Shares and the MAC Class B Ordinary Shares.

“MAC shareholders” means the holders of MAC Ordinary Shares.

“MAC Warrants” means the public warrants and the private placement warrants.

“MAC warrantholders” means holders of the public warrants and the private placement warrants.

“management” or our “management team” means the officers of MAC.

“Material” means all copper concentrate produced by CMPL that is derived from Minerals within the Mining Tenements, produced by the Operations or produced or derived from any ore, minerals or concentrates

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which are inputted to and/or processed through the Plant (including any ore, minerals or concentrate produced or derived from any mining lease that is not the Mining Tenements) or as further set out in Clause 4 of the Offtake Agreement.

“Measured Mineral Resources” means that part of a Mineral Resource for which quantity, grade (or quality), densities, shape and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit. The nature, quality, amount and distribution of data are such as to leave no reasonable doubt that the tonnage and grade of mineralization can be estimated to within close limits and that any variations from the estimate would be unlikely to significantly affect potential economic viability. A Measured Mineral Resource may be converted to a proven Ore Reserve (or to a probable Ore Reserve where circumstances other than geological confidence suggest that a lower confidence level is appropriate).

“Merger” means the merger of MAC with and into MAC Limited, with MAC Limited continuing as the surviving company pursuant to the Plan of Merger.

“Merger Proposal” means a proposal by special resolution to approve the Plan of Merger, to authorize MAC to enter into the Plan of Merger, and to authorize MAC to merge with and into MAC Limited, with MAC Limited continuing as the surviving company, so that all the undertaking, property and liabilities of MAC vest in the surviving company by virtue of such merger pursuant to the provisions of Part XVI of the Companies Act.

“Mezz Facility” means the US$135 million mezzanine debt facility provided by Sprott to MAC-Sub.

“Mineral Resources” means a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such a form, grade (or quality) and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade (or quality), continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.

“Modifying Factors” has the meaning given to it in the JORC Code.

“mt” means metric tonne.

“NYSE” means The New York Stock Exchange.

“New MAC Board” means the New MAC board of directors.

“New MAC Financing Warrants” means the warrants to purchase New MAC Ordinary Shares to be issued to Sprott under the Mezz Facility.

“New MAC Ordinary Shares” means the ordinary shares, par value $0.0001 per share, of New MAC.

“New MAC Warrants” means the warrants, issued by MAC, to acquire MAC Class A Ordinary Shares that are outstanding immediately prior to the Effective Time, as converted in the Merger such that they represent the right to acquire the same number of New MAC Ordinary Shares, at the same exercise price and on the same terms as in effect immediately prior to the Effective Time.

“Offtake Agreement” means a life-of-mine offtake obligation, a copy of which is attached as Annex E, to commit CMPL to sell to GIAG all Material, and to commit GIAG to buy all Material, being all material and minerals in the form of concentrate produced from or processed at the CSA Mine and specified exploration licenses held by CMPL.

“Ore Reserve” means the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses which may occur when the material is mined or extracted and is defined by studies at Pre-Feasibility or Feasibility level that include application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified.

“PCAOB” means the Public Company Accounting Oversight Board.

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“PIPE Financing” means the contemplated private placement of New MAC Ordinary Shares to fund a portion of the consideration for the Business Combination.

“PIPE Investors” means the investors participating in the PIPE Financing, collectively.

“Plan of Merger” means the plan of merger, a copy of which is attached as Annex B, pursuant to which MAC will be merged with and into MAC Limited, following which New MAC will be the surviving company.

“private placement warrants” means the warrants to purchase MAC Class A Ordinary Shares purchased by the Sponsor (i) in a private placement in connection with the IPO (ii) on September 3, 2021 simultaneously with the underwriters’ partial exercise of their over-allotment and (iii) upon conversion of that certain Working Capital Note, dated April 13, 2022.

“Probable Reserves” means the economically mineable part of an indicated and, in some cases, a measured mineral resource.

“Proposed Governing Documents” means the Articles of New MAC to be in effect following the Business Combination, a copy of which is attached as Annex C.

“Proven Reserves” means the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource.

“prospectus” means the prospectus included in the Registration Statement on Form F-4 (Registration No. 333-269007) filed with the SEC.

“public shares” means MAC Class A Ordinary Shares included in the units sold by MAC in its IPO.

“public shareholders” means the holders of MAC Class A Ordinary Shares.

“public warrants” means the warrants included in the units sold in MAC’s IPO, each of which is exercisable for one MAC Class A Ordinary Share, in accordance with its terms.

“redemption” means the redemption of public shares for cash pursuant to the Existing Governing Documents.

“Redemptions Backstop Facility” means the up to US$100 million backstop facility provided by Osisko, US$75 million Copper Stream and US$25 million equity subscription, drawable, in whole or in part, at MAC’s sole discretion following completion of redemptions on a pro-rata basis between the Copper Stream and equity subscription.

“registrable securities” means, collectively, (a) the Founder Shares, (b) the private placement warrants (including any New MAC Ordinary Shares issued or issuable upon the exercise of the private placement warrants), (c) any outstanding New MAC Ordinary Shares or any other equity security (including the New MAC Ordinary Shares issued or issuable upon the exercise of any other equity security) of New MAC held by a party to the A&R Rights Agreement, (d) any equity securities (including the New MAC Ordinary Shares issued or issuable upon the exercise of any such equity security) of New MAC issuable upon conversion of any working capital loans in an amount up to $1,500,000 made to New MAC by a party to the A&R Rights Agreement (including the Working Capital Warrants and any New MAC Ordinary Shares issued or issuable upon the exercise of the Working Capital Warrants) and (e) any other equity security of New MAC issued or issuable with respect to any such New MAC Ordinary Share by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization.

“Reserve” means an estimate of tonnage and grade or quality of Indicated and Measured Mineral Resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.

“Resource” means “Resource” as defined in the JORC Code.

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“Rollover Shares” means the up to 10,000,000 New MAC Ordinary Shares that New MAC will issue to Glencore pursuant to the Share Sale Agreement.

“Royalty Area” means the area within the boundaries of the Tenements, meaning (a) the mining and exploration tenements (being the leases, licenses, claims, permits, and other authorities) and mining and exploration tenement applications listed in Schedule 1 (whether registered or applied for) in each case as may be renewed, extended, substituted, replaced (including where an exploration license is replaced by a mining or other tenement with production rights) or consolidated; and (b) any other mining tenement, lease, license, claim, permit or authority applied for or granted wholly or partly in respect of the whole or any part of the area which is the subject, as at the Effective Date, of any of the mining or exploration tenements listed in Schedule 1 that is at any time held, or an interest in which is at any time held, by the Grantor or any of its Related Bodies Corporate at the date on which the completion of the sale and purchase of the Shares in accordance with clause 8 of the Share Sale Agreement.

“Royalty Deed” means the deed between New MAC, Glencore and CMPL, a copy of which is attached as Annex F, under which CMPL will be required, on a quarterly basis to pay to Glencore a royalty equal to 1.5% of Net Smelter Returns and grant security interests created as a result of the Royalty Deed. Net Smelter Returns are equal to the gross revenue minus permitted deductions for all marketable and metal-bearing copper material, in whatever form or state, that is mined, produced, extracted or otherwise recovered from the Royalty Area. Glencore has the right to transfer its interest in the Royalty Deed (subject to limited restrictions, and subject to a right of last refusal granted to CMPL) and the security created as a result of the Royalty Deed.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Facilities” means the senior secured debt facility that MAC-Sub can draw down on for various purposes provided for in the SFA as part of the Debt Facilities.

“Senior Lenders” means Citi Debt, Bank of Montreal, Harris Bank, N.A., National Bank of Canada and The Bank of Nova Scotia, Australian Branch, collectively.

“SFA” means the syndicated facilities agreement dated as of February 28, 2023, by and between MAC-Sub and the Senior Lenders, which sets forth the terms of the Senior Facilities.

“Share Sale Agreement” means the Share Sale Agreement, a copy of which is attached as Annex A, entered into on March 17, 2022, by and among MAC Limited, MAC, MAC-Sub and Glencore, as amended by the Deed of Consent and Covenant, dated as of November 22, 2022, a copy of which is attached as Annex A-1, and as further amended by the CMPL Share Sale Agreement Side Letter, dated as of April 21, 2023 as may be amended from time to time.

“Side Letter” means the CMPL Share Sale Agreement Side Letter, entered into on April 21, 2023, by and among MAC, MAC-Sub, MAC Limited and Glencore.

“Silver Stream” means the up to US$90 million silver purchase agreement dated March 20, 2023 entered into by and among MAC-Sub, MAC, MAC Limited and Osisko.

“Sponsor” means Green Mountain Metals LLC, a Cayman Islands limited liability company.

“Sponsor Letter Agreement” means the letter agreement, dated as of July 28, 2021, by and among Sponsor, the initial shareholders and MAC pursuant to which the parties agreed to vote all of their Founder Shares in favor of the Business Combination and related transactions and to take certain other actions in support of the Share Sale Agreement and related transactions.

“Subscription Agreements” means the subscription agreements, entered into or to be entered into by MAC, New MAC and each of the PIPE Investors in connection with the PIPE Financing.

“Technical Report” means an independent technical review and independent technical report summary in accordance with SEC Regulation S-K Technical Report Summary requirements, to accompany the SEC filing for the information of MAC’s shareholders.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this proxy statement/prospectus may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Our forward-looking statements include, but are not limited to, statements regarding our or our team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

•

our ability to complete the Business Combination, or, if we do not consummate the Business Combination, any other initial business combination, amidst the uncertainty resulting from the ongoing COVID-19 pandemic, and the effect of the ongoing pandemic on the economy and any business or businesses with which we consummate our initial business combination;

•

the benefits of the Business Combination;

•

the future financial performance of New MAC following the Business Combination;

•

expansion plans and opportunities;

•

our public securities’ potential liquidity and trading;

•

the lack of a market for our securities;

•

the inability of the parties to successfully or timely consummate the Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect New MAC or the expected benefits of the Business Combination;

•

the Trust Account not being subject to claims of third parties; and

•

our financial performance following the Business Combination.

The forward-looking statements contained in this proxy statement/prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be limited to those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to:

•

satisfaction of conditions to the Business Combination, including MAC raising sufficient financing to pay the cash portion of the consideration;

•

adverse variances in the actual resources, reserves and life-of-mine inventories at CMPL from those contained in the Technical Report;

•

adverse operating conditions and geotechnical risks applicable to CMPL’s operations;

•

CMPL’s substantial capital expenditure requirements;

•

CMPL’s inability to effectively manage growth;

•

the occurrence of any event, change or other circumstances that could give rise to the termination of the Share Sale Agreement;

•

the ability to obtain and/or maintain the listing of the New MAC Ordinary Shares and public warrants on the NYSE following the Business Combination;

•

our and CMPL’s success in retaining or recruiting, or changes required in, our officers, key employees or directors following the Business Combination;

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•

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the Business Combination;

•

the risks associated with cyclical demand for CMPL’s products and vulnerability to industry downturns and regional, national or global downturns;

•

fluctuations in CMPL’s revenue and operating results;

•

fluctuations and volatility in commodity prices and foreign exchange rates;

•

unfavorable conditions or further disruptions in the capital and credit markets and CMPL’s or New MAC’s ability to obtain additional capital on commercially reasonable terms;

•

competition from existing and new competitors;

•

CMPL’s ability to integrate any businesses it acquires;

•

CMPL’s dependence on third-party contractors to provide various services;

•

compliance with and liabilities related to environmental, health and safety laws, regulations and other regulations, including those related to climate change, including changes to such laws, regulations and other requirements;

•

climate change;

•

changes in U.S., Australian or other foreign tax laws;

•

the amount of redemptions made by public shareholders;

•

increases in costs, disruption of supply, or shortages of materials;

•

general economic or political conditions; and

•

other factors detailed under the section entitled “Risk Factors” herein.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Before a shareholder grants its proxy or instructs how its votes should be cast or vote on the proposals set forth in this proxy statement/prospectus, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect MAC or CMPL.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to MAC shareholders. We urge our shareholders to read carefully this entire proxy statement/prospectus, including the financial statements and annexes and other documents referred to herein.

Why am I receiving this proxy statement/prospectus?

MAC shareholders are being asked to consider and vote upon, among other proposals, as an ordinary resolution, a proposal to approve the entry into and execution of the Share Sale Agreement and approve the transactions contemplated thereby, including the Business Combination. In accordance with the terms and subject to the conditions of the Plan of Merger and the Share Sale Agreement, (i) prior to the Closing Date, MAC shall be merged with and into MAC Limited, with New MAC continuing as the surviving company and (ii) on the Closing Date, MAC-Sub will acquire 100% of the issued share capital of CMPL from Glencore, resulting in CMPL becoming a direct subsidiary of MAC-Sub and an indirect subsidiary of New MAC as a result thereof.

A copy of the Share Sale Agreement is attached to this proxy statement/prospectus as Annex A and Annex A-1 and a copy of the Plan of Merger is attached to this proxy statement/prospectus as Annex B and you are encouraged to read each in its entirety. This proxy statement/prospectus includes descriptions of the Share Sale Agreement and the Plan of Merger and particular provisions therein. These descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the applicable agreement.

The approval of each of the Business Combination Proposal, the Adjournment Proposal, and the Governing Documents Proposals requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting, and the Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least a two-thirds (2/3) of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

MAC’s Class A Ordinary Shares and public warrants are currently listed on the NYSE under the symbols “MTAL” and “MTAL.WS”, respectively. Certain of MAC Class A Ordinary Shares and public warrants currently trade as units consisting of one MAC Class A Ordinary Share and one-third of one redeemable warrant, and are listed on the NYSE under the symbol “MTAL.U”. New MAC intends to apply for listing under the name “Metals Acquisition Limited” to be effective at the time of the consummation of the Business Combination, of the New MAC Ordinary Shares and New MAC Warrants on the NYSE. New MAC will not have units traded following consummation of the Business Combination.

Within the six months following the consummation of the Business Combination, New MAC expects to pursue a dual-listing on the ASX, subject to market conditions. In connection with such listing, New MAC may issue additional equity securities. No certainty can be provided as to the timing of any such listing or offering or whether either will be ultimately successful.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the extraordinary general meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of New MAC with respect to the New MAC Ordinary Shares it will issue in the proposed Business Combination and the New MAC Warrants.

YOUR VOTE IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

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What matters will shareholders consider at the extraordinary general meeting?

At the MAC extraordinary general meeting of shareholders, MAC will ask its shareholders to consider and vote “FOR” each of the following proposals:

•

The Business Combination Proposal — as an ordinary resolution, that the entry into and execution of the Share Sale Agreement and the transactions contemplated thereby, including the Business Combination, be authorized, approved and confirmed in all respects;

•

The Merger Proposal — subject to the approval and adoption of the Business Combination Proposal, as a special resolution, that the Plan of Merger be authorized, approved and confirmed in all respects;

•

The Governing Documents Proposals — three separate proposals by ordinary resolution to approve material differences between the Proposed Governing Documents and the Existing Governing Documents; and

•

The Adjournment Proposal — as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates, (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to MAC shareholders or (ii) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting be approved.

If any of the Business Combination Proposal, the Merger Proposal, or the Governing Documents Proposals (collectively, the “Condition Precedent Proposals”) are not approved, MAC will not complete the Business Combination.

For more information, please see “The Business Combination Proposal,” “The Merger Proposal,” “The Governing Documents Proposals” and “The Adjournment Proposal.”

MAC will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of MAC should read it carefully and in its entirety.

What differences will there be between the Proposed Governing Documents and the Existing Organizational Documents that shareholders will consider at the extraordinary general meeting?

MAC’s Existing Governing Documents will effectively be replaced by the Proposed Governing Documents of New MAC given that MAC shareholders will, effective as of the consummation of the Business Combination (and assuming such shareholders do not redeem their MAC Class A Ordinary Shares) hold New MAC Ordinary Shares subject to the Proposed Governing Documents. MAC’s shareholders are asked to consider and vote upon and to approve by ordinary resolution three separate proposals in connection with the material differences between of the Existing Governing Documents and the Proposed Governing Documents:

	Existing Governing Documents of MAC			Proposed Governing Documents of New MAC
	Method to Appoint and Elect Directors (Governing Documents Proposal 3A)
	Prior to the closing of an initial business combination, MAC may appoint or remove any director by ordinary resolution of the holders of Class B Ordinary Shares. Prior to the closing of an initial business combination, holders of the MAC Class A Ordinary Shares have no right to vote on the appointment or removal of any director.			Per the Proposed Governing Documents, immediately following the Closing, the New MAC Board will consist of six directors, which shall be the current directors of the MAC Board. Without prejudice to the power of New MAC to appoint a person to be a director by ordinary resolution and subject to the Proposed Governing Documents, the board of directors, so long as a

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	Existing Governing Documents of MAC			Proposed Governing Documents of New MAC
				quorum of directors remains in office, has the power at any time and from time to time to appoint any person to be a director so as to fill a casual vacancy or otherwise.
	Shareholder Advance Notice Procedures of Director Nominations and New Business (Governing Documents Proposal 3B)
	The Existing Governing Documents do not include provisions related to advance notice procedures that shareholders must comply with in order to propose nominations of candidates to be elected as directors or any other proper business to be considered by shareholders at an annual general meeting.			The Proposed Governing Documents include provisions related to advance notice procedural requirements that shareholders must comply with in order to propose nominations of candidates to be elected as directors or any other proper business to be considered by shareholders at an annual general meeting.
	Other Changes in Connection with Adoption of the Proposed Governing Documents (Governing Documents Proposal 3C)
	The Existing Governing Documents include provisions related to MAC’s status as a blank check company prior to the consummation of a business combination.			The Proposed Governing Documents do not include such provisions related to New MAC’s status as a blank check company, which no longer will apply upon consummation of the Business Combination, as New MAC will cease to be a blank check company at such time.

Are any of the proposals conditioned on one another?

Yes. The Business Combination Proposal, the Merger Proposal and the Governing Documents Proposals are conditioned on each other, and MAC will not complete the Business Combination unless all three are approved. If MAC does not consummate the Business Combination and fails to complete an initial business combination by August 2, 2023, MAC will be required to liquidate and dissolve.

Why is MAC proposing the Business Combination Proposal?

MAC is a blank check company incorporated on March 11, 2021 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify and acquire a business or businesses that can benefit from our management team’s established global relationships and operating experience. MAC is not permitted under the Existing Governing Documents to effect a business combination with a blank check company or a similar type of company with nominal operations. MAC has identified several general criteria and guidelines it believes are important in analyzing prospective target businesses for a business combination for evaluating acquisition opportunities. MAC has sought a target that it believes:

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has a strong track record of environmental stewardship with strong engagement with local stakeholders while operating under regulatory requirements;

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are assets in a high quality, stable mining jurisdiction;

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is or can be well positioned on the global cost curve within a relatively short period of time of the Business Combination;

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has strong organic growth potential that can be achieved through optimization of the existing business, additional capital spend and through mergers with nearby assets to realize operational synergies;

•

can benefit from MAC’s management team’s operational abilities to run it more efficiently; and

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can utilize access to the public equity markets to enhance its ability to secure capital that it otherwise would not have access to;

Based on its due diligence investigations of CMPL and the industry in which it operates, including the financial and other information provided by CMPL in the course of negotiations, the MAC Board believes that CMPL meets the criteria and guidelines listed above. However, there is no assurance of this. See “The Business Combination Proposal — MAC Board’s Reasons for Approval of the Business Combination.”

Although the MAC Board believes that the Business Combination presents an attractive business combination opportunity and is in the best interests of MAC and MAC shareholders, the MAC Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the sections entitled “The Business Combination Proposal — MAC Board’s Reasons for Approval of the Business Combination”, “Risk Factors — Risks Relating to CMPL’s Business and Industry”, “Risk Factors — Risks Relating to New MAC Ordinary Shares” and “Risk Factors — Risks Relating to MAC and the Business Combination.” You should also consider that certain of MAC’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “The Business Combination Proposal — Interests of MAC’s Directors and Executive Officers in the Business Combination” and “Risk Factors — Risks Relating to MAC and the Business Combination — Our Sponsor, certain members of our board of directors and our officers have interests in the Business Combination that may conflict with those of other shareholders in recommending that shareholders vote in favor of approval of the Business Combination and the other proposals described in this proxy statement/ prospectus.”

What will Glencore receive in return for the Business Combination of CMPL with MAC?

In consideration for the acquisition of CMPL from Glencore, MAC and MAC-Sub will:

(i)

(ii)

(iii)

pay US$75,000,000 as a deferred cash payment on the following terms:

(A)

payable upon New MAC’s listing on the ASX or undertaking any alternative equity raise (up to 50% of the net proceeds from the raise, capped at US$75 million);

(B)

the unpaid balance of the US$75,000,000 will accrue interest at a rate equivalent to what MAC pays on the Mezz Facility, set at SOFR plus a variable margin of 8 – 12% (which will be determined by reference to prevailing copper prices); and

(C)

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(iv)

(A)

US$4.25/lb (US$9,370/mt) for any rolling 18-month period (commencing at Closing) (the “First Contingent Copper Payment”); and

(B)

US$4.50/lb (US$9,920/mt) for any rolling 24-month period (commencing at Closing) (the “Second Contingent Copper Payment”);

(v)

grant Glencore the right to appoint one director to the New MAC Board for every 10% of New MAC Ordinary Shares that Glencore beneficially owns.

Concurrently with the Closing, a royalty deed between New MAC, Glencore and CMPL will become effective (the “Royalty Deed”), pursuant to which CMPL will be required, on a quarterly basis to pay to Glencore a royalty equal to 1.5% of Net Smelter Returns (as defined in the Royalty Deed) and grant security interests created as a result of the Royalty Deed. Net Smelter Returns are equal to the gross revenue minus permitted deductions for all marketable and metal-bearing copper material, in whatever form or state, that is mined, produced, extracted or otherwise recovered from the Royalty Area (as defined in the Royalty Deed). Glencore has the right to transfer its interest in the Royalty Deed (subject to limited restrictions, and subject to a right of last refusal granted to CMPL) and the security created as a result of the Royalty Deed. A copy of the Royalty Deed is attached to this proxy statement/prospectus as Annex F.

Concurrently with the Closing, CMPL and GIAG will enter into the Offtake Agreement. The Offtake Agreement is a life-of-mine offtake obligation, pursuant to which CMPL is committed to selling all Material to GIAG, and GIAG is committed to buying all Material, being all material and minerals in the form of copper concentrate produced from or processed at the CSA Mine and specified exploration licenses held by CMPL. A copy of the Offtake Agreement is attached to this proxy statement/prospectus as Annex E.

Who is CMPL?

Cobar Management Pty. Limited is a wholly-owned subsidiary of Glencore Operations Australia Pty Limited, an indirect wholly owned subsidiary of Glencore plc. CMPL owns and operates the CSA Mine, a producing, high-grade underground copper mine located in the Tier 1 mining jurisdiction of Cobar, New South Wales, Australia.

Will MAC obtain new financing in connection with the Business Combination?

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average silver price is above a certain threshold); (iii) to the extent available, US$266 million cash in trust (subject to share redemptions); (iv) a $100 million redemptions backstop facility (the “Redemptions Backstop Facility”), consisting of a pro rata split between a US$75 million copper streaming agreement (the “Copper Stream”) and associated US$25 million equity subscription; and (iv) proceeds from at least $126 million of private equity placements (the “PIPE Financing”) (collectively, the “Financing”). If we are unable to finalize the Debt Facilities, the Silver Stream or the Redemptions Backstop Facility, to successfully raise sufficient PIPE Financing, or if redemptions (meaning the redemption of public shares for cash pursuant to the Existing Governing Documents) are higher than our assumption, then we would not be able to fund the consideration for the Business Combination.

As part of the PIPE Financing, on April 14, 2023, MAC, New MAC and certain investors entered into Subscription Agreements, pursuant to which such investors agreed to subscribe for an aggregate of 11,362,506 New MAC Ordinary Shares at a purchase price of $10.00 per share, for an aggregate purchase price of $113,625,060 in a private placement. New MAC has agreed to grant to the purchasers certain customary registration rights. The sale under the Subscription Agreements is contingent upon, among other things, the substantially concurrent closing of the Business Combination. In connection with the Subscription Agreements, the Sponsor agreed to transfer 517,500 Founder Shares to the Cornerstone Investors who have agreed to purchase an aggregate of 9,000,000 New MAC Ordinary Shares in the PIPE Financing.

What equity stake will current MAC shareholders and Glencore shareholders have in New MAC after the Closing?

As of the date of this proxy statement/prospectus, there are (i) 26,514,780 MAC Class A Ordinary Shares issued and outstanding and (ii) 6,628,695 MAC Class B Ordinary Shares issued and outstanding (all of which are held directly by the Sponsor and a portion of which are held indirectly by the initial shareholders). As of the date of this proxy statement/prospectus, there are 6,535,304 private placement warrants outstanding (all of which are held by the Sponsor) and 8,838,260 public warrants outstanding and New MAC will issue 3,187,500 New MAC Financing warrants in connection with the Mezz Facility. Each whole warrant entitles the holder thereof to purchase one MAC Class A Ordinary Share and will entitle the holder thereof to purchase one New MAC Ordinary Share. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming that none of MAC’s outstanding public shares are redeemed in connection with the Business Combination), New MAC’s fully diluted share capital, giving effect to the exercise of all of the private placement warrants, public and New MAC Financing warrants, would be 77,449,539 New MAC Ordinary Shares.

MAC cannot predict how many of the public MAC shareholders will exercise their right to have their MAC Class A Ordinary Shares redeemed for cash. As a result, MAC has elected to provide the unaudited pro forma condensed combined financial information under two different redemption scenarios of MAC shares into cash, each of which produce different allocations of total MAC equity between holders of MAC Ordinary Shares. The following table illustrates varying ownership levels in New MAC immediately following the consummation of the Business Combination, based on the varying levels of redemptions by the public shareholders and the following additional assumptions:

	Share Ownership in New MAC(1)
	Assuming No Redemptions(2)		Assuming 50% Redemptions(3)
MAC’s Public Shareholders and Public Warrants		46%		33%
The Sponsor and Initial Shareholders(4)		17%		20%
PIPE Investors(5)		16%		19%
Sprott(6)		6%		7%
Osisko(7)		2%		6%
Glencore(8)		13%		15%

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(1)

As of immediately following the consummation of the Business Combination. Percentages may not add to 100% due to rounding. For a more detailed description of share ownership upon consummation of the Business Combination, see “Security Ownership of Certain Beneficial Owners and Management.”

(2)

Assumes that no public shares are redeemed in connection with the Business Combination.

(3)

Assumes that 13,257,390 outstanding public shares are redeemed in connection with the Business Combination on a per share redemption price of $10.00 per share. This is the maximum number of shares that may be redeemed based on our assumption that we will raise approximately $126 million in the PIPE Financing. If we are unable to successfully raise this amount of PIPE Financing, or if redemptions are higher than our assumption, then we would not be able to fund the consideration for the Business Combination.

(4)

Considering the exercise of all private warrants, the Sponsor and the initial shareholders would own (i) 17% of New MAC’s share capital under the no redemptions scenario and (ii) 20% of New MAC’s share capital under the “Assuming 50% Redemptions” scenario.

(5)

Assumes the full amount of US$126 million of PIPE Financing is raised. The amount shown for the PIPE investors includes 180,000 Class A Ordinary Shares to be purchased by certain of MAC’s officers and directors.

(6)

Includes New MAC Financing warrants to be issued in connection with the Mezz Facility.

(7)

Assumes the Redemptions Backstop Facility is utilized under the “Assuming 50% Redemptions” scenario.

(8)

Assumes Glencore receives US$100,000,000 of New MAC Ordinary Shares in the Business Combination.

What conditions must be satisfied to complete the Business Combination?

There are a number of closing conditions in the Share Sale Agreement, including that MAC’s shareholders have approved and adopted the Share Sale Agreement and the Business Combination. The Business Combination Proposal, the Merger Proposal and the Governing Documents Proposals are conditioned on each other, and MAC will not complete the Business Combination unless all three are approved. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Share Sale Agreement.”

What happens if I sell my shares of MAC Class A Ordinary Shares before the extraordinary general meeting of shareholders?

The record date for the extraordinary general meeting of shareholders will be earlier than the date of the Closing. If you transfer your shares of MAC Class A Ordinary Shares after the record date, but before the extraordinary general meeting of shareholders, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the extraordinary general meeting of shareholders. However, you will not be entitled to receive any New MAC Ordinary Shares following the Closing because only MAC’s shareholders on the date of the Closing will be entitled to receive New MAC Ordinary Shares in connection with the Closing.

What vote is required to approve the proposals presented at the extraordinary general meeting of shareholders?

The approval of each of the Business Combination Proposal, the Governing Documents Proposals, and the Adjournment Proposal require an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least a two-thirds (2/3) of the issued ordinary shares who, being

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present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Accordingly, a MAC shareholder’s failure to vote by proxy or to vote in person at the extraordinary general meeting of shareholders, an abstention from voting or a broker non-vote will have no effect on the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposals. For purposes of approval, an abstention or failure to vote will have no effect on the Adjournment Proposal.

Will MAC or New MAC issue additional equity securities in connection with the consummation of the Business Combination?

We expect to raise at least approximately $126 million of PIPE Financing as partial consideration for the Business Combination. The New MAC Ordinary Shares to be issued in connection with the PIPE Financing will not have been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. New MAC also expects to grant to the PIPE Investors certain customary registration rights in connection with the PIPE Financing. The PIPE Financing will be contingent upon, among other things, the substantially concurrent closing of the Business Combination. If we are unable to successfully raise sufficient PIPE Financing, or if redemptions are higher than our assumption, then we would not be able to fund the consideration for the Business Combination.

What are the material differences, if any, in the terms and price of securities issued at the time of the IPO as compared to the securities that are expected to be issued as part of the PIPE Financing at the closing of the Business Combination?

The units issued at the time of the time of the IPO consisted of one MAC Class A Ordinary Share and one-third of one redeemable warrant, at an offering price of $10.00 per unit. In connection with the Merger, each MAC Ordinary Share will be converted into one New MAC Ordinary Share, and each issued and outstanding warrant to purchase MAC Class A Ordinary Shares will be converted into one New MAC Warrant, subject to the same terms and conditions existing prior to such conversion. We expect that we will grant the PIPE Investors customary registration rights as part of the PIPE Financing. No New MAC Warrants are expected to be issued in the PIPE Financing, but the shares are expected to be issued at $10.00 per share in the PIPE Financing and are expected to be identical to the New MAC Ordinary shares into which the MAC Class A Ordinary Shares issued in the IPO will be converted in connection with the Merger.

How many votes do I have at the extraordinary general meeting of shareholders?

MAC’s shareholders are entitled to one vote at the extraordinary general meeting for each MAC Ordinary Share held of record as of the record date. As of the close of business on , 2023, which is on the record date, there were issued and outstanding MAC Ordinary Shares.

How will the Sponsor and other initial shareholders vote?

The Sponsor, which directly owns 6,628,695 MAC Class B Ordinary Shares (representing 20% of the total issued and outstanding MAC Ordinary Shares as of the date of this proxy statement/prospectus), and the initial shareholders (including certain significant investors in the IPO (“Anchor Investors”) which indirectly own a portion of such shares and Cornerstone Investors that will receive Founder

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Shares), have agreed pursuant to the Sponsor Letter Agreement to, among other things, vote in favor of the Share Sale Agreement and the Business Combination contemplated thereby (including any material differences between the Existing Governing Documents and the Proposed Governing Documents) on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.

Assuming only a majority of all the MAC Ordinary Shares entitled to vote at the meeting are represented at the extraordinary general meeting in person or by proxy, including the Sponsor and the initial shareholders subject to the voting obligations under the Sponsor Letter Agreement, (i) 8,285,869 MAC Ordinary Shares will need to be voted in favor of the Business Combination Proposal, the Governing Documents Proposals and the Adjournment Proposal (each of which requires the affirmative vote of holders of a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting), and of these 8,285,869 MAC Ordinary Shares, 1,657,174 of the MAC Ordinary Shares not held by the Sponsor and the Anchor Investors, which represents 5.0% of the total issued and outstanding MAC Ordinary Shares, will need be voted in favor of the Business Combination Proposal, the Governing Documents Proposals and the Adjournment Proposal and (ii) 16,571,738 MAC Ordinary Shares will need to be voted in favor of the Merger Proposal (which requires the affirmative vote of holders of at least a two-thirds (2/3) of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting), and of these 16,571,738 MAC Ordinary Shares, 4,419,131 of the MAC Ordinary Shares not held by the Sponsor and the Anchor Investors, which represents 13.3% of the total issued and outstanding MAC Ordinary Shares, will need to be voted in favor of the Merger Proposal.

Assuming all the MAC Ordinary Shares entitled to vote at the meeting are represented at the extraordinary general meeting or by proxy, including the Sponsor and the initial shareholders subject to the voting obligations under the Sponsor Letter Agreement, (i) 16,571,738 MAC Ordinary Shares will need to be voted in favor of the Business Combination Proposal, the Governing Documents Proposals and the Adjournment Proposal (each of which requires the affirmative vote of holders of a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting), and of these 16,571,738 MAC Ordinary Shares, 9,943,043 of the MAC Ordinary Shares not held by the Sponsor and the initial shareholders, which represents 30.0% of the total issued and outstanding MAC Ordinary Shares, will need to be voted in favor of the Business Combination Proposal, the Governing Documents Proposals and the Adjournment Proposal, and (ii) 22,095,650 MAC Ordinary Shares will need to be voted in favor of the Merger Proposal (which requires the affirmative vote of holders of at least a two-thirds (2/3) of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting), and of these 22,095,650 MAC Ordinary Shares, 15,466,955 of the MAC Ordinary Shares not held by the Sponsor and the initial shareholders, which represents 46.7% of the total issued and outstanding MAC Ordinary Shares, will need to be voted in favor of the Merger Proposal.

What interests do MAC’s current officers and directors have in the Business Combination?

In considering the recommendation of the MAC Board to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, our Sponsor and certain of our directors and officers have interests in the Business Combination that may conflict with those of other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•

the fact that certain of our directors and officers are principals of our Sponsor;

•

the fact that 6,628,695 Founder Shares held directly by our Sponsor (and a portion of which is held indirectly by the Anchor Investors and will be received by the Cornerstone Investors), for which it paid $25,000, in aggregate, will convert into 6,628,695 shares of New MAC Ordinary Shares upon the Closing, and such shares will have a significantly higher value at the time of the Business Combination when such shares convert into shares in New MAC, as described further below, but will be worthless if an initial business combination is not consummated:

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	MAC Class B Ordinary Shares(1)(2)		Value of MAC Class B Ordinary Shares implied by Business Combination(2)(3)			Value of MAC Class B Ordinary Shares based on recent trading price(4)
Sponsor(2)		6,628,695		$	66,286,950		$
Michael James McMullen		410,000			4,100,000
Marthinus (Jaco) J. Crouse		100,000			1,000,000
Dan Vujcic		100,000			1,000,000
Patrice E. Merrin		50,000			500,000
Rasmus Kristoffer Gerdeman		75,000			750,000
Neville Joseph Power		50,000			500,000
John Rhett Miles Bennett		170,000			1,700,000
Charles D. McConnell		50,000			500,000

(1)

Interests shown consist solely of Founder Shares. Such shares will automatically convert into New MAC Ordinary Shares upon the Closing on a one-for-one basis.

(2)

Green Mountain Metals LLC is the record holder of the shares reported herein. In addition, certain of MAC’s officers and directors hold Class B units in Green Mountain Metals LLC, which entitle them to an equivalent number of New MAC Ordinary Shares on distribution. The amounts shown for such individuals are included in the total owned by Green Mountain Metals LLC.

(3)

Assumes a value of $10.00 per share, the deemed value of the New MAC Ordinary Shares in the Business Combination. Also assumes the completion of the Business Combination and that the New MAC Ordinary Shares are unrestricted and freely tradable.

(4)

Assumes a value of $ per share, which was the closing price of the MAC Class A Ordinary Shares on the NYSE on , 2023. Also assumes the completion of the Business Combination and that the New MAC Ordinary Shares are unrestricted and freely tradable.

•

the fact that if an initial business combination is not consummated by August 2, 2023, our Sponsor, officers, directors and their respective affiliates will lose their entire investment in us of $11,484,638 in the aggregate, that includes the purchase price of the 6,535,304 private warrants acquired for a purchase price of $9,802,956. In addition, our Sponsor will lose the $66,286,950 in value of MAC Class B Ordinary Shares, valued at an assumed price of $10.00 per share, the value implied by the Business Combination;

•

the fact that given the differential in the purchase price that our Sponsor paid for the MAC Class B Ordinary Shares as compared to the price of the public shares sold in the IPO and the 6,628,695 New MAC Ordinary Shares that the Sponsor will receive upon conversion of the MAC Class B Ordinary Shares in connection with the Business Combination, the Sponsor and its affiliates may earn a positive rate of return on their investment even if the New MAC Ordinary Shares trades below the price initially paid for the public shares in the IPO and the public shareholders experience a negative rate of return following the completion of the Business Combination;

•

the fact that our Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any shares held by them if MAC fails to complete an initial business combination and accordingly, our Sponsor, officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate MAC;

•

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per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in the value of the trust assets, net of the amount of taxes payable, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act;

•

the fact that, unless a business combination is completed, our directors are only entitled to reimbursement for any out-of-pocket expenses incurred by them on our behalf incident to identifying, investigating and consummating a business combination from funds outside of the Trust Account, which funds are limited;

•

the continuation of our officers and directors at New MAC; and

•

the fact that pursuant to the A&R Registration Rights Agreement, the Sponsor and the initial shareholders can demand registration of its registrable securities and it will also have “piggy-back” registration rights to include their securities in other registration statements filed by New MAC subsequent to the Closing, whereas it does not have such rights today.

•

MAC’s existing governing documents contain a waiver of corporate opportunities. With such waiver, there could be business combination targets that may be suitable or worth consideration for a combination with MAC but not offered due to a MAC director’s duties to another entity, subject always to a director’s fiduciary duties under Cayman Islands law. MAC does not believe that the potential conflict of interest relating to the waiver of the corporate opportunities in its existing governing documents impacted its search for an acquisition target and MAC was not prevented from reviewing any opportunities as a result of such waiver.

These interests may influence our directors in making their recommendation that you vote in favor of the approval of the Business Combination Proposal. You should take these interests into account in deciding whether to approve the Business Combination. You should also read the section entitled “The Business Combination Proposal — Certain Other Interests in the Business Combination.”

What material negative factors did the MAC Board consider in connection with the Business Combination?

The MAC Board believes that the acquisition of CMPL will provide its shareholders with an opportunity to participate in a company that is well positioned to provide a cornerstone asset for MAC to maximize value for shareholders and is well aligned with all the key factors central to MAC’s strategy. However, the MAC Board did consider certain potentially material negative factors in arriving at that conclusion, such as the risk that shareholders would not approve the Business Combination and the risk that a significant number of shareholders would exercise their redemption rights. These factors are discussed in greater detail in the section entitled “The Business Combination Proposal — MAC Board’s Reasons for Approval of the Business Combination,” as well as in the section entitled “Risk Factors — Risks Relating to MAC and the Business Combination.”

Did the MAC Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

The MAC Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. The MAC Board believes that, based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its shareholders. The MAC Board also determined that CMPL’s fair market value was at least 80% of MAC’s net assets (excluding deferred underwriting discounts and commissions). You should also read the section entitled “The Business Combination Proposal — MAC Board’s Reasons for Approval of the Business Combination.”

Do I have redemption rights?

If you are a holder of public shares, you may redeem your public shares for a per share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to MAC to pay its taxes, divided by the number of then issued public shares (such redemption price

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being referred to herein as the “Redemption Price”). Holders of the outstanding public warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. The Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on funds in the Trust Account of approximately $ million on , 2023, the estimated per share redemption price would have been approximately $ . This is greater than the $10.00 IPO price of MAC’s units. Additionally, public shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to MAC to pay franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), in connection with the liquidation of the Trust Account or if we subsequently complete a different initial business combination on or prior to August 2, 2023, and such shares are tendered for redemption in connection with such different initial business combination.

Notwithstanding the foregoing, a MAC shareholder, together with any affiliate of such public shareholder or any other person with whom such MAC shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for the “Redemption Price”, without our prior consent. See “Risk Factors — Risks Relating to MAC and the Business Combination — If a shareholder or a “group” of shareholders are deemed to hold in excess of 15% of the issued and outstanding MAC Class A Ordinary Shares, such shareholder or group will lose the ability to redeem all such shares in excess of 15% of the issued and outstanding MAC Class A Ordinary Shares.”

MAC’s officers, directors and the initial shareholders entered into a letter agreement, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of a Business Combination. Such waivers are common in transactions of this sort and designed to help facilitate the consummation of a Business Combination. MAC’s officers, directors and the initial shareholders derived benefit from agreeing to such provisions and did not receive separate consideration for the waiver. In addition, the Sponsor agreed, among other things, to vote all of its ordinary shares held or subsequently acquired by it in favor of the approval of the Business Combination, and not to redeem or request redemption of any such ordinary shares in connection with the Business Combination.

Holders of our outstanding warrants will not have redemption rights with respect to such warrants. Assuming 50% redemption of 26,514,780 Class A Ordinary Shares (see “Unaudited Pro Forma Condensed Combined Financial Information” for further information), and using the closing warrant price on NYSE of $0.67 as of February 13, 2023, the aggregate fair value of warrants that can be retained by the redeeming shareholders, assuming 50% redemption of 26,514,780 Class A Ordinary Shares, is $5.9 million. The actual market price of the warrants may be higher or lower on the date that a warrantholder seeks to sell such warrants. Additionally, we cannot assure the holders of warrants that they will be able to sell their warrants in the open market as there may not be sufficient liquidity in such securities when a warrantholder wishes to sell their warrants. Further, while the level of redemptions of public shares will not directly change the value of the warrants because the warrants will remain outstanding regardless of the level of redemptions, as redemptions of public shares increase, the holder of warrants who exercises such warrants will ultimately own a greater interest in New MAC because there would be fewer shares outstanding overall. See “Risk Factors — Risks Relating to MAC and the Business Combination — Existing shareholders will experience significant dilution as a result of the Business Combination and the PIPE Financing and related transactions, and the market price of its MAC Class A Ordinary Shares may be adversely affected. Future transactions contemplated by the definitive documentation for the Business Combination may also have a dilutive effect.”

Is there a limit on the number of shares I may redeem?

A public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from

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seeking redemption rights in an amount of shares exceeding 15% of the public shares. Accordingly, all shares owned by a holder in excess of 15% of the public shares will not be redeemed. On the other hand, a public shareholder who holds less than 15% of the public shares may redeem all of the public shares held by him or her for cash.

Will how I vote affect my ability to exercise redemption rights?

No. You may exercise your redemption rights whether you vote your public shares for or against the Business Combination Proposal or do not vote your shares. As a result, the Business Combination Proposal can be approved by shareholders who will redeem their public shares and no longer remain shareholders, leaving shareholders who choose not to redeem their public shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the listing standards of NYSE.

How do I exercise my redemption rights?

In order to exercise your redemption rights, you must, prior to : p.m. Eastern time on , 2023 (two business days before the extraordinary general meeting), (i) submit a written request to MAC’s transfer agent that MAC redeem your public shares for cash, and (ii) tender your shares to MAC’s transfer agent physically or electronically through Depository Trust Company, or DTC. The address of Continental Stock Transfer & Trust Company, MAC’s transfer agent, is listed under the question “Who can help answer my questions?” below. MAC requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic tender of your shares generally will be faster than delivery of physical share certificates.

A physical share certificate will not be needed if your shares are tendered to MAC’s transfer agent electronically. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and MAC’s transfer agent will need to act to facilitate the request. It is MAC’s understanding that shareholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because MAC does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Any request for redemption, once made, may not be withdrawn unless the MAC Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part).

What are the U.S. federal income tax consequences of exercising my redemption rights?

The exercise of redemption rights will be a taxable transaction for a U.S. Holder (as defined in “Material U.S. Federal Income Tax Considerations” below). A U.S. Holder of MAC Class A Ordinary Shares that exercises its redemption rights may (subject to the application of the “passive foreign investment company” or “PFIC” rules) be treated as selling such MAC Class A Ordinary Shares, resulting in the recognition of a capital gain or a capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the number of ordinary shares that a U.S. Holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights by a U.S. Holder, see the section entitled “Material U.S. Federal Income Tax Considerations — Redemption of MAC Class A Ordinary Shares.”

What are the U.S. federal income tax consequences of the Merger to U.S. Holders of MAC Class A Ordinary Shares and MAC Warrants?

As discussed in more detail below and subject to the limitations and qualifications described under “Material U.S. Federal Income Tax Considerations — Tax Treatment of the Merger,” the Merger is expected to qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code (an “F Reorganization”). Assuming this treatment applies, U.S. Holders (as defined in “Material U.S. Federal

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Income Tax Considerations” below) will not recognize gain or loss for U.S. federal income tax purposes on the exchange of MAC Class A Ordinary Shares and MAC Warrants (together, the “MAC Securities”) for New MAC Ordinary Shares and New MAC Warrants (together, the “New MAC Securities”) pursuant to the Merger, subject to the discussion contained herein on whether MAC or New MAC is treated as a “passive foreign investment company” or “PFIC.”

All holders of MAC Securities are urged to consult with their own tax advisors regarding the potential tax consequences to them of the Merger and Business Combination, including the applicability and effect of U.S. federal, state and local and non-U.S. tax laws.

If I hold MAC Warrants, can I exercise redemption rights with respect to my warrants?

No. There are no redemption rights with respect to the MAC Warrants. However, even if you redeem your MAC Class A Ordinary Shares, you will still be able to retain your MAC Warrants (which will convert into New MAC Warrants in connection with the Merger). Regardless of the number of MAC Class A Ordinary Shares that are redeemed, 8,838,260 New MAC public warrants and 6,535,304 New MAC private warrants will be outstanding following the merger. If any holders of MAC Class A Ordinary Shares redeem their public shares at closing in accordance with MAC’s charter but continue to hold public warrants after the closing, the aggregate value of the public warrants that may be retained by them, based on the closing trade price per MAC public warrant of $ as of , , would be $ . Following the Business Combination, New MAC may redeem outstanding New MAC warrants prior to their expiration at a time that is disadvantageous to the holder thereof. Please see “Risk Factors — New MAC may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless” for more information.

Do I have appraisal rights if I object to the proposed Merger and Business Combination?

Under the Companies Act, shareholders of a Cayman Islands company ordinarily have dissenters’ rights with respect to a merger. The Companies Act prescribes when dissenters’ rights will be available and provides that shareholders are entitled to receive fair value for their shares. Dissenters’ rights are not available under the Companies Act if an open market for the shares exists on a recognized stock exchange, such as NYSE, for a specified period after a merger is authorized. Regardless of whether dissenters’ rights are or are not available, shareholders can exercise the rights of redemption as set out herein. The MAC Board has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares. See “The Extraordinary General Meeting of MAC — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

What happens to the funds held in the Trust Account upon consummation of the Business Combination?

If the Business Combination is consummated, the funds held in the Trust Account will be released (i) to pay MAC shareholders who properly exercise their redemption rights and (ii) for general corporate purposes of New MAC following the Business Combination.

What happens if the Business Combination Proposal is not approved?

If the Business Combination Proposal is not approved, the Business Combination will not be consummated.

What happens if the Business Combination is not consummated?

There are certain circumstances under which the Share Sale Agreement may be terminated. See the section entitled “The Share Sale Agreement — Termination” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Share Sale Agreement or otherwise, MAC is unable to complete a business combination by August 2, 2023, MAC’s Existing Governing Documents provide that MAC will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned

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on the funds held in the Trust Account and not previously released to MAC (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, and subject to the approval of MAC’s remaining shareholders and the MAC Board, liquidate, and dissolve, subject in each case to MAC’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. See the section entitled “Risk Factors — If MAC is unable to complete the Business Combination or any other business combination by August 2, 2023 (or such later date as MAC’s shareholders may approve), MAC will cease all operations except for the purpose of winding up, liquidating and dissolving. In such event, third parties may bring claims against MAC and, as a result, the proceeds held in the Trust Account could be reduced and the per share liquidation price received by shareholders could be less than $10.00 per share and MAC’s warrants will expire worthless. Holders of Founder Shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to outstanding MAC Warrants. Accordingly, the MAC Warrants will expire worthless.

When is the Business Combination expected to be completed?

It is currently anticipated that the Business Combination will be consummated on the first business day of the month immediately following the month in which all of the conditions precedent to the Closing have been satisfied or waived (or, if such conditions precedent have been satisfied or waived less than two (2) business days before the last business day of a month, on the first business day of the second following month), including approval by MAC shareholders of the proposals being submitted to them in this proxy statement/prospectus.

For a description of the conditions precedent to the Closing, see the section entitled “The Share Sale Agreement.”

What do I need to do now?

You are urged to carefully read and consider the information contained in this proxy statement/prospectus, including the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

How do I vote?

If you were a holder of record of MAC Ordinary Shares on , 2023, the record date for the extraordinary general meeting of shareholders, you may vote with respect to the applicable proposals in person at the extraordinary general meeting of shareholders or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting of shareholders and vote in person, obtain a proxy from your broker, bank or nominee.

What will happen if I abstain from voting or fail to vote at the extraordinary general meeting?

At the extraordinary general meeting of shareholders, MAC will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention or failure to vote will have no effect on the Business Combination Proposal, the Merger Proposal, the Governing Documents Proposals and the Adjournment Proposal.

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What will happen if I sign and return my proxy card without indicating how I wish to vote?

Signed and dated proxies received by MAC without an indication of how the shareholder intends to vote on a proposal will be voted in favor of each proposal presented to the shareholders.

Do I need to attend the extraordinary general meeting of shareholders to vote my shares?

No. You are invited to attend the extraordinary general meeting to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the extraordinary general meeting of shareholders to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage paid envelope. Your vote is important. MAC encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

If I am not going to attend the extraordinary general meeting of shareholders in person, should I return my proxy card instead?

Yes. After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the proposals. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “broker non-vote.” Broker non-votes will be counted for purposes of determining the presence of a quorum at the extraordinary general meeting of shareholders, but will have no effect on the Business Combination Proposal, the Merger Proposal and the Governing Documents Proposals. However, in no event will a broker non-vote have the effect of exercising your redemption rights for a pro rata portion of the Trust Account, and therefore no shares as to which a broker non-vote occurs will be redeemed in connection with the proposed Business Combination by virtue of that non-vote.

May I change my vote after I have mailed my signed proxy card?

Yes. You may change your vote by sending a later-dated, signed proxy card to MAC’S proxy solicitor prior to the vote at the extraordinary general meeting of shareholders, or attend the extraordinary general meeting and vote in person (including online). You also may revoke your proxy by sending a notice of revocation to the same address, provided such revocation is received prior to the vote at the extraordinary general meeting. If your shares are held in street name by a broker, bank or other nominee, you must contact the broker, bank or nominee to change your vote.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

What is the quorum requirement for the extraordinary general meeting of shareholders?

Holders of a majority of the ordinary shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall constitute a quorum. In the absence of a quorum, within half an hour from the time appointed for the extraordinary general meeting, the extraordinary general meeting shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine.

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As of the record date for the extraordinary general meeting, 16,571,738 MAC Ordinary Shares would be required to achieve a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person at the extraordinary general meeting of shareholders. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum the presiding officer of the extraordinary general meeting of shareholders may authorize adjournment of the extraordinary general meeting to another date.

What happens to MAC Warrants I hold if I vote my MAC Class A Ordinary Shares against approval of the Business Combination Proposal and validly exercise my redemption rights?

Properly exercising your redemption rights as a MAC shareholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal. If the Business Combination is completed, all of your MAC Warrants will become New MAC Warrants as described in this proxy statement/prospectus. If the Business Combination is not completed, you will continue to hold your MAC Warrants, and if MAC does not otherwise consummate an initial business combination by August 2, 2023, MAC will be required to liquidate and dissolve, and your warrants will expire worthless.

Who will solicit and pay the cost of soliciting proxies?

MAC will pay the cost of soliciting proxies for the extraordinary general meeting. MAC has engaged D.F. King & Co., Inc. (“King”) to assist in the solicitation of proxies for the extraordinary general meeting. MAC has agreed to pay King a fee of $25,000. MAC will reimburse King for reasonable out-of-pocket expenses and will indemnify King and its affiliates against certain claims, liabilities, losses, damages and expenses. MAC also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of MAC Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of MAC Ordinary Shares and in obtaining voting instructions from those owners. MAC’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Who can help answer my questions?

If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the proxy card you should contact MAC’s proxy solicitor:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Stockholders may call toll free: (800) 714-3305
Banks and Brokers may call collect: (212) 269-5550
Email: MTAL@dfking.com

You may also contact MAC at:

Century House, Ground Floor
Cricket Square, P.O. Box 2238
Grand Cayman KY1-1107, Cayman Islands
Tel: +817-698-9901

To obtain timely delivery, MAC’s shareholders must request the materials no later than five business days prior to the extraordinary general meeting.

You may also obtain additional information about MAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

The following summary highlights material information from this proxy statement/prospectus. It does not contain all of the information that may be important to you. You are urged to read carefully this entire proxy statement/prospectus (including the financial statements and annexes attached hereto) and other documents which are referred to in this proxy statement/prospectus in order to fully understand the Business Combination. See “Where You Can Find More Information” on page 337. Most items in this summary include a page reference directing you to a more complete description of those items. Unless the context otherwise requires, all references in this subsection to “MAC,” “we,” “us” or “our” refer to the business of Metals Acquisition Corp prior to the consummation of the Business Combination.

The Parties to the Business Combination

Metals Acquisition Corp

MAC is a blank check company incorporated on March 11, 2021 as a Cayman Islands exempted company. MAC was incorporated for the purpose of effectuating a merger, share exchange, asset acquisition, share purchase, reorganization or other similar Business Combination with one or more businesses. Based on our business activities, MAC is a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash.

MAC’s Class A Ordinary Shares and public warrants are currently listed on the NYSE under the symbols “MTAL” and “MTAL.WS”, respectively. Certain of MAC Class A Ordinary Shares and warrants currently trade as units consisting of one MAC Class A Ordinary Share and one-third of one redeemable warrant, and are listed on the NYSE under the symbol “MTAL.U”. New MAC intends to apply for listing under the name “Metals Acquisition Limited” to be effective at the time of the consummation of the Business Combination, of the New MAC Ordinary Shares and New MAC Warrants on the NYSE. New MAC will not have units traded following consummation of the Business Combination.

MAC Limited and MAC-Sub

MAC Limited, a newly incorporated Jersey, Channel Islands private company with limited liability, was incorporated on July 29, 2022. MAC-Sub is an Australian private company and wholly-owned subsidiary of MAC. Neither MAC Limited nor MAC-Sub will be affiliated with Glencore or CMPL prior to the consummation of the Business Combination. Until the consummation of the Merger and Business Combination, MAC Limited will not have commenced operations and will have only nominal assets and liabilities and no material contingent liabilities or commitments.

In connection with the consummation of the Business Combination, (i) MAC will merge with and into MAC Limited, with New MAC continuing as the surviving company, and (ii) MAC-Sub will acquire from Glencore 100% of the issued share capital of CMPL from Glencore, resulting in CMPL becoming a direct subsidiary of MAC-Sub and an indirect subsidiary of New MAC.

CMPL

Cobar Management Pty. Limited is a wholly-owned subsidiary of Glencore Operations Australia Pty Limited, being itself an indirect wholly owned subsidiary of Glencore plc. CMPL owns and operates the Cornish, Scottish and Australian mine (the “CSA Mine”), a producing, high-grade, underground copper mine located in the Tier 1 mining jurisdiction of Cobar, New South Wales, Australia. The CSA Mine has been in operation since 1967. See “Business of CMPL” elsewhere in this proxy statement/prospectus for more information.

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The Business Combination (Page 106)

Subject to the terms and conditions of the Share Sale Agreement (as amended pursuant to the Deed of Consent and Covenant and the Side Letter) and the Plan of Merger, the following transactions will occur:

Prior to the closing of the Business Combination, MAC shall be merged with and into MAC Limited with New MAC continuing as the surviving company.

At the Effective Time, (i) each issued and outstanding MAC Class A Ordinary Share and MAC Class B Ordinary Share will be converted into one New MAC Ordinary Share, and (ii) each issued and outstanding whole warrant to purchase MAC Class A Ordinary Shares will be converted into one New MAC Warrant, subject to the same terms and conditions existing prior to such conversion.

MAC-Sub will acquire from Glencore 100% of the issued share capital of CMPL. CMPL owns and operates the CSA Mine.

For more information about the Business Combination see the sections entitled “The Business Combination Proposal” and “The Share Sale Agreement.” A copy of the Share Sale Agreement is attached to this proxy statement/prospectus as Annex A and Annex A-1.

Organizational Structure (Page 135)

Pre-Business Combination Structure

The following diagram depicts the organizational structure of MAC, New MAC and CMPL and immediately before the Business Combination.

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(4)

Assumes the full amount of $126 million of PIPE Financing is raised. The amount shown for the PIPE Investors includes 180,000 Class A Ordinary Shares to be purchased by certain of MAC’s officers and directors and also includes the equity subscription by Sprott and Osisko for an aggregate $30 million. Under the 50% Redemption Scenario, the Osisko subscription increases by an additional $25 million to account for the equity component of the Redemption Backstop Facility.

Consideration to be Received in the Business Combination (Page 136)

In consideration for the acquisition of CMPL, MAC and MAC-Sub will:

(i)

(ii)

(iii)

pay US$75,000,000 as a deferred cash payment on the following terms:

(A)

payable upon New MAC’s listing on the ASX or undertaking any alternative equity raise (up to 50% of the net proceeds from the raise, capped at US$75 million);

(B)

(C)

(iv)

(A)

US$4.25/lb (US$9,370/mt) for any rolling 18-month period (commencing at Closing) (the “First Contingent Copper Payment”); and

(B)

US$4.50/lb (US$9,920/mt) for any rolling 24-month period (commencing at Closing) (the “Second Contingent Copper Payment”);

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Closing. To the extent payment would constitute a breach of the relevant facilities, New MAC will be subject to an obligation to use best endeavors to obtain the consent of all financiers for the payment to be made during the three-year window. For the avoidance of doubt, New MAC will be obligated to make the payments on the earlier of the first business day following (i) the refinancing of its senior debt, and (ii) the third anniversary of the Closing (being maturity of the senior debt), to the extent that First Contingent Copper Payment and/or Second Contingent Copper Payment has been triggered but not paid during the first three years post-Closing; and

(v)

grant Glencore the right to appoint one director to the New MAC Board for every 10% of New MAC Ordinary Shares that Glencore beneficially owns.

Concurrently with the Closing, a royalty deed between New MAC, Glencore and CMPL will become effective(the “Royalty Deed”) under which CMPL will be required, on a quarterly basis to pay to Glencore a royalty equal to 1.5% of Net Smelter Returns (as defined in the Royalty Deed) and grant security interests created as a result of the Royalty Deed. Net Smelter Returns are equal to the gross revenue minus permitted deductions for all marketable and metal-bearing copper material, in whatever form or state, that is mined, produced, extracted or otherwise recovered from the Royalty Area (as defined in the Royalty Deed). Glencore has the right to transfer its interest in the Royalty Deed (subject to limited restrictions, and subject to a right of last refusal granted to CMPL) and the security created as a result of the Royalty Deed. A copy of the Royalty Deed is attached to this proxy statement/prospectus as Annex F.

Conditions Precedent to Complete the Business Combination (Page 140)

The obligations of the parties to consummate the Business Combination are subject to the satisfaction of the following conditions precedent at or prior to the Effective Time:

Conditions to Glencore’s, MAC’s and MAC-Sub’s Obligations

Under the Share Sale Agreement (as amended pursuant to the Deed of Consent and Covenant and the Side Letter as applicable), the respective obligations of MAC, MAC-Sub and Glencore to consummate the Business Combination are subject to the satisfaction or waiver by such party of the following conditions:

•

MAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after giving effect to any payments required to be made in connection with the exercise of redemption rights by MAC’s public shareholders (condition can only be waived with the consent of both MAC-Sub and Glencore)

•

the New MAC Ordinary Shares (i) meet the listing requirements of, and remain listed on, NYSE and (ii) the Rollover Shares to be issued to Glencore shall have been approved for listing on the NYSE (condition can only be waived with the consent of both MAC-Sub and Glencore);

•

the secretary or minister responsible for administering the Mining Act of New South Wales (or their delegate) gives approval under the Mining Act of New South Wales for and formally registers, subject to any conditions specified in such approval which are satisfactory to Glencore and MAC-Sub (acting reasonably), the transfer to CMPL of certain exploration licenses (condition can only be waived with the consent of both MAC-Sub and Glencore);

•

the Treasurer of the Commonwealth of Australia (or his delegate) has provided a written ‘no objection’ notification to the Business Combination to MAC or MAC-Sub, either without conditions

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or with conditions acceptable to MAC-Sub (acting reasonably), or the prescribed time period under the FATA for the Treasurer to make an order objecting to the Business Combination expires (this condition has been satisfied at the time of issue of this proxy statement/prospectus);

•

the Treasurer of the Commonwealth of Australia (or his delegate) has provided a written ‘no objection’ notification to Glencore holding more than 10% of the shares of New MAC post-Closing, either without conditions or with conditions acceptable to Glencore (acting reasonably), or the prescribed time period under the FATA for the Treasurer to make an order objecting to Glencore holding more than 10% of the New MAC Ordinary Shares expires;

•

Glencore obtaining any other regulatory approvals or stock exchange approvals (as reasonably required) in connection with the receipt of New MAC Ordinary Shares under or in connection with the terms of the Share Sale Agreement; and

•

MAC obtaining the approval of a majority of the issued and outstanding MAC Class A Ordinary Shares and MAC Class B Ordinary Shares of the Condition Precedent Proposals by those shareholders attending the extraordinary general meeting in person or by proxy (this condition can be waived solely by MAC-Sub).

For more information about the Share Sale Agreement and the Business Combination and other transactions contemplated thereby, see the sections entitled “The Business Combination Proposal” and “The Share Sale Agreement.”

Certain Agreements Related to the Business Combination (Page 146)

Royalty Deed

Concurrently with the Closing, a royalty deed between New MAC, Glencore and CMPL will become effective (the “Royalty Deed”), pursuant to which CMPL will be required, on a quarterly basis to pay to Glencore a royalty equal to 1.5% of Net Smelter Returns (as defined in the Royalty Deed). Net Smelter Returns are equal to the gross revenue minus allowable deductions for all marketable and metal-bearing copper material, in whatever form or state, that is mined, produced, extracted or otherwise recovered from the Royalty Area (as defined in the Royalty Deed). Glencore has the right to transfer its interest in the Royalty Deed (subject to limited restrictions, and subject to a right of last refusal granted to CMPL) and to take security (as a subordinated creditor) to secure the performance of CMPL’s obligations under the Royalty Deed. The Royalty Deed will be governed by the laws of New South Wales, Australia and contains other customary terms and conditions. A copy of the Royalty Deed is attached to this proxy statement/prospectus as Annex F.

For additional information, see “Certain Agreements Related to the Business Combination — Royalty Deed”.

Subscription Agreements

As part of the PIPE Financing, on April 14, 2023, MAC, New MAC and certain investors entered into the Subscription Agreements, pursuant to which such investors agreed to subscribe for an aggregate of 11,362,506 New MAC Ordinary Shares at a purchase price of $10.00 per share, for an aggregate purchase price of $113,625,060 in a private placement. New MAC has agreed to grant to the purchasers certain customary registration rights. The sale under the Subscription Agreements is contingent upon, among other things, the substantially concurrent closing of the Business Combination. In connection with the Subscription Agreements, the Sponsor agreed to transfer 517,500 Founder Shares to the Cornerstone Investors who have agreed to purchase an aggregate of 9,000,000 New MAC Ordinary Shares in the PIPE Financing.

For additional information, see “Certain Agreements Related to the Business Combination — Subscription Agreements.”

Offtake Agreement

Concurrently with the Closing, CMPL and GIAG will enter into the Offtake Agreement, a copy of which is attached to this proxy statement/prospectus as Annex E. The Offtake Agreement is a life-of-mine

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obligation, pursuant to which CMPL is committed to selling all Material to GIAG, and GIAG is committed to buying all Material.

The Offtake Agreement will be governed by the laws of England and Wales and contains customary terms and conditions, including in relation to (a) quantity, (b) quality, (c) shipment and delivery terms, (d) pricing, (e) payments, (f) weighting and sampling, (g) assaying, (h) Incoterms and insurance, (i) loss, and (j) force majeure. A copy of the Offtake Agreement is attached to this proxy statement/prospectus as Annex E.

For additional information, see “Certain Agreements Related to the Business Combination — Offtake Agreement”.

Senior Facilities

On February 28, 2023, MAC-Sub (as borrower), MAC and MAC Limited (as guarantors) entered into a syndicated senior loan facility agreement (the “SFA”) with a syndicate of senior lenders, led by Citi Debt, Bank of Montreal and Harris Bank N.A., and other parties (collectively, the “Senior Lenders”). Under the SFA, the Senior Lenders will advance Senior Facilities in the total amount of US$258 million, comprising of a US$205 million term loan facility (for the purposes of partially funding consideration for the Business Combination), a US$25 million revolving capital facility (for working capital purposes following Closing) and an US$28 million (A$40 million) letter of credit facility (for the purposes of providing performance guarantees required under law to the New South Wales government in connection with the CSA Mine, noting that the Senior Lenders have not committed to providing the US$28 million (A$40 million) letter of credit facility as at the date of this document, but it is anticipated other lenders may join the syndicate in order to fund this aspect). The SFA is based upon a market form (from the Asia Pacific Loan Market Association (Australian Branch)) and is governed by New South Wales law.

For additional information, see “Certain Agreements Related to the Business Combination — Senior Facilities”.

Mezzanine Debt

MAC-Sub (as borrower), MAC and MAC Limited (as guarantors) and Sprott (as lender) have entered into a Mezzanine Loan Note Facility Agreement dated March 10, 2023 pursuant to which Sprott will make available a US$135 million loan facility agreement available to MAC-Sub, for funding purposes in connection with the Business Combination (the “Mezz Facility”). The Mezz Facility is in substantially the same form, save as to commercial terms, as the SFA governing the Senior Facilities. The Mezz Facility is governed by New South Wales Law.

Sprott will also provide an additional US$15 million equity subscription in New MAC.

For additional information, see “Certain Agreements Related to the Business Combination — Mezzanine Debt Facility Agreement”.

Silver Stream

MAC and Osisko entered into a Silver Purchase Agreement dated March 20, 2023 (the “Silver Stream”) pursuant to which MAC will be entitled to a US$75 million upfront cash deposit on account of future deliveries of refined silver by New MAC to Osisko referenced to silver production from the CSA Mine. This US$75 million deposit has the capacity to be increased by a further US$15 million to a total of US$90 million in the event an average silver price trigger of $US25.50 per ounce is achieved over the ten (10) day period prior to the closing of the Silver Stream. The Silver Stream is to be governed by New South Wales law.

For additional information, see “Certain Agreements Related to the Business Combination — Silver Stream Agreement”.

Osisko Redemptions Backstop Facility

In addition to the Silver Stream, MAC and Osisko entered into a Copper Purchase Agreement dated March 20, 2023 (the “Redemptions Backstop Facility”) pursuant to which Osisko provides a US$100 million

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redemptions backstop financing package comprising of a US$75 million discretionary Copper Stream and US$25 million equity subscription (to be subscribed for on a pro-rata basis equal to the proportion of the Copper Stream that MAC elects to draw on prior to the Closing). The Copper Stream is to be governed by New South Wales law. The Copper Stream is in substantially the same form, save as to commercial terms, as the Silver Stream.

For additional information, see “Certain Agreements Related to the Business Combination — Osisko Redemptions Backstop Facility”.

Amended and Restated Registration Rights Agreement

At Closing, New MAC, MAC-Sub, Glencore and certain owners of equity interests in New MAC (together with Glencore and any person or entity who becomes a party to the A&R Registration Rights Agreement (as defined below), the “Investors”) will enter into the A&R Registration Rights Agreement, pursuant to which, among other things, New MAC is required to prepare and file or cause to be prepared and filed with the SEC as soon as practicable after the Closing, but in any event no later than thirty (30) calendar days after the Closing, a Registration Statement (as defined therein) for an offering to be made on a delayed or continuous basis registering the resale from time to time by the Investors of all of the Registrable Securities (as defined therein) then held by such Investors (a “Resale Shelf Registration Statement”).

For additional information, see “Certain Agreements Related to the Business Combination — Amended and Restated Registration Rights Agreement”.

Ownership of New MAC Upon Completion of the Business Combination

As of the date of this proxy statement/prospectus, there are (i) 26,514,780 MAC Class A Ordinary Shares issued and outstanding and (ii) 6,628,695 MAC Class B Ordinary Shares issued and outstanding (all of which are held directly by the Sponsor and a portion of which is held indirectly by the initial shareholders). As of the date of this proxy statement/prospectus, there are 6,535,304 private placement warrants outstanding (all of which are held by the Sponsor) and 8,838,260 public warrants outstanding. New MAC will issue 3,187,500 New MAC Financing Warrants as part of the Mezz Facility. Each whole warrant entitles the holder thereof to purchase one MAC Class A Ordinary Share and will entitle the holder thereof to purchase one New MAC Ordinary Share. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming that none of MAC’s outstanding public shares are redeemed in connection with the Business Combination), New MAC’s fully diluted share capital, giving effect to the exercise of all of the private placement warrants, public warrants and New MAC Financing Warrants, would be 77,449,539 New MAC Ordinary Shares.

	Share Ownership in New MAC(1)
	Assuming No Redemptions(2)		Assuming 50% Redemptions(3)
MAC’s Public Shareholders and Public Warrants		46%		33%
The Sponsor and Initial Shareholders(4)		17%		20%
PIPE Investors(5)		16%		19%
Sprott(6)		6%		7%
Osisko(7)		2%		6%
Glencore(8)		13%		15%

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(1)

(2)

Assumes that no public shares are redeemed in connection with the Business Combination.

(3)

(4)

Considering the exercise of all New MAC Warrants, the Sponsor and its affiliates would own (i) 17% of New MAC’s share capital under the no redemptions scenario and (ii) 20% of New MAC’s share capital under the “Assuming 50% Redemptions” scenario.

(5)

(6)

Includes New MAC Financing Warrants to be issued in connection with the Mezz Facility.

(7)

Assumes the Redemptions Backstop Facility is utilized under the “Assuming 50% Redemptions” scenario.

(8)

Assumes Glencore receives US$100,000,000 of New MAC Ordinary Shares in the Business Combination.

Because we have not finalized the PIPE Financing, and because we cannot predict the actual number of shares that will be redeemed, there can be no assurance regarding which scenario will be closest to the actual results. However, as of the date hereof, we have entered into Subscription Agreements for an aggregate of 11,362,506 New MAC Ordinary Shares for an aggregate purchase price of $113,625,060.

In addition to the changes in percentage ownership described above, variations in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination which would not otherwise be present in an underwritten public offering. Without limiting the generality of the assumptions described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information”, the ownership percentages described above do not take into account the dilutive effects of (i) New MAC warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter (commencing 30 days after the completion of the Business Combination) or (ii) the issuance of any shares upon completion of the Business Combination under the 2023 Plans.

The exercise, issuance or vesting of any of these shares could have a substantial dilutive effect on those MAC shareholders who do not elect to redeem their MAC Class A Ordinary Shares. While redemptions will initially increase the percentage ownership of non-redeeming MAC shareholders, increasing levels of redemptions will increase the dilutive effects of these issuances on those shareholders.

The following table shows the dilutive effects on the capitalization of New MAC after the Closing as a result of exercise, issuance or vesting of these main dilutive effects under the two different redemption scenarios of MAC Class A Ordinary Shares:

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	Share Ownership in New MAC
	Assuming No Redemptions(1)				Assuming 50% Redemptions(2)
	Shares		%		Shares		%
Total New MAC Ordinary Shares Outstanding Immediately After the Business Combination(3)		58,888,475		n.a.		48,131,085		n.a.
New MAC Warrants(4)		15,373,564		26%		15,373,564		32%
2023 Plans(5)
Incentive Plan		7,744,954		13%		7,744,954		16%
ESPP		1,548,991		3%		1,548,991		3%
DSU Plan		1,548,991		3%		1,548,991		3%
New MAC Financing Warrants(6)		3,187,500		5%		3,187,500		7%
Total Dilutive Sources(7)		29,403,999		50%		29,403,999		61%

(1)

Assumes that no public shares are redeemed in connection with the Business Combination.

(2)

(3)

As of immediately following the consummation of the Business Combination.

(4)

Assumes the exercise of 15,373,564 New MAC Warrants (comprised of 6,535,304 private placement warrants (all of which are held by the Sponsor) and 8,838,260 public warrants) outstanding at an exercise price of $11.50 per share in the no redemptions scenario.

(5)

Assumes the issuance, vesting and exercise of all equity awards authorized to be issued under the 2023 Plans, which comprise a total of (i) 10,842,935 New MAC Ordinary Shares under the no redemptions scenario, and (ii) 10,842,935 New MAC Ordinary Shares under the 50% redemptions scenario.

(6)

Assumes the issuance and exercise of 3,187,500 New MAC Financing Warrants issued to Sprott in connection with the Mezz Facility at an exercise price of $12.50 per share.

(7)

Assumes the issuance, vesting and exercise of all dilutive sources described above, as applicable.

Because we have not finalized the PIPE Financing, and because we cannot predict the actual number of shares that will be redeemed, there can be no assurance regarding which scenario will be closest to the actual results. In addition, to the extent that the Redemptions Backstop Facility is utilized, the ownership percentages set forth in the table above will be reduced, and there will be a corresponding increase in Osisko’s holdings. However, as of the date hereof, we have entered into Subscription Agreements for an aggregate of 11,362,506 New MAC Ordinary Shares for an aggregate purchase price of $113,625,060.

The following table shows the dilutive effects on the ownership percentages described above assuming the exercise of the New MAC Warrants under the two different redemption scenarios of MAC Class A Ordinary Shares:

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	Share Ownership in New MAC(1)
	No Redemptions(2)				50% Redemptions(3)
	Shares		%		Shares		%
Total New MAC Ordinary Shares Outstanding Immediately After the Business Combination(4)		58,888,475		76%		48,131,085		72%
New MAC Warrants and New MAC Financing Warrants(5)
MAC shareholders (other than the Sponsor and the initial shareholders affiliates)(5)		8,838,260		11%		8,838,260		13%
Sponsor (including Anchor Investors and Cornerstone Investors)(5)		6,535,304		9%		6,535,304		10%
PIPE Investors (other than the Sponsor’s affiliates)		—		0%		—		0%
Glencore		—		0%		—		0%
Sprott(5)		3,187,500		4%		3,187,500		5%
Total New MAC Ordinary Shares Outstanding After the Exercise of New MAC Warrants(5)		77,449,539		100%		66,692,149		100%

(1)

Percentages may not add to 100% due to rounding.

(2)

Assumes that no public shares are redeemed in connection with the Business Combination.

(3)

(4)

As of immediately following the Closing.

(5)

Assuming the exercise of (i) 15,373,564 New MAC Warrants (comprised of 6,535,304 private placement warrants (all of which are held by the Sponsor) and 8,838,260 public warrants) outstanding at an exercise price of $11.50 per share and (ii) 3,187,500 New MAC Financing Warrants (held by Sprott) outstanding at an exercise price of $12.50 per share.

Because we have not finalized the PIPE Financing, and because we cannot predict the actual number of shares that will be redeemed, there can be no assurance regarding which scenario will be closest to the actual results. In addition, to the extent that the Redemptions Backstop Facility is utilized, the ownership percentages set forth in the table above will be reduced, and there will be a corresponding increase in Osisko’s holdings.

See “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Redemption Rights (Page 102)

Pursuant to MAC’s Existing Governing Documents, MAC is providing MAC shareholders with the opportunity to have their public shares redeemed at the Closing at a per share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the Closing, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to MAC to pay its taxes, divided by the number of then issued public shares (such redemption price being referred to herein as the “Redemption Price”). For illustrative purposes, based on the fair value of marketable securities held in the Trust Account as of , 2023 of approximately $ million, the estimated per share redemption price would have been approximately $ . MAC shareholders may elect to redeem their public shares even if they vote for the Business Combination Proposal and the other proposals.

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MAC’s Existing Governing Documents provide that a public shareholder, acting together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for purposes of acquiring, holding, or disposing of any shares of MAC, will be restricted from exercising this redemption right in an amount of shares exceeding 15% of the public shares in the aggregate without the prior consent of MAC. There will be no redemption rights with respect to the MAC Warrants.

The Sponsor and the Sponsor’s affiliates, including the initial shareholders of the Founder Shares issued in a private placement prior to the IPO, have entered into the Sponsor Letter Agreement with MAC pursuant to which the Sponsor and the initial shareholders have agreed, in partial consideration of receiving the Founder Shares and for the covenants and commitments of MAC therein, to waive their redemption rights with respect to their Founder Shares and any public shares the Sponsor or the initial shareholders may have acquired after our IPO in connection with the consummation of the Business Combination. Permitted transferees of the initial shareholders will be subject to the same obligations.

Additionally, shares properly tendered for redemption will only be redeemed if the Business Combination is consummated. Otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest but net of income taxes payable) in connection with the liquidation of the Trust Account or if we subsequently complete a different initial business combination on or prior to August 2, 2023, and such shares are tendered for redemption in connection with such different initial business combination.

MAC will pay the redemption price to any public shareholders who properly exercise their redemption rights promptly following the Closing. The Closing is subject to the satisfaction of a number of conditions. As a result, there may be a significant delay between the deadline for exercising redemption requests prior to the general meeting and payment of the redemption price. Any request for redemption, once made, may not be withdrawn unless the MAC Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part).

Each redemption of public shares by MAC’s public shareholders will decrease the amount in our Trust Account, which held $ million as of , 2023. In no event will MAC redeem public shares in an amount that would cause its net tangible assets to be less than $5,000,001. See the section entitled “The Extraordinary General Meeting of MAC Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Holders of our outstanding warrants will not have redemption rights with respect to such warrants. Assuming 50% redemption of 26,514,780 MAC Class A Ordinary Shares (see “Unaudited Pro Forma Condensed Combined Financial Information” for further information), and using the closing warrant price on the NYSE of $ as of , 2023, the aggregate fair value of warrants that can be retained by the redeeming shareholders, is $ . The actual market price of the warrants may be higher or lower on the date that a warrantholder seeks to sell such warrants. Additionally, we cannot assure the holders of warrants that they will be able to sell their warrants in the open market as there may not be sufficient liquidity in such securities when a warrantholder wishes to sell their warrants. Further, while the level of redemptions of public shares will not directly change the value of the warrants because the warrants will remain outstanding regardless of the level of redemptions, as redemptions of public shares increase, the holder of warrants who exercises such warrants will ultimately own a greater interest in New MAC because there would be fewer shares outstanding overall. See “Risk Factors — Risks Relating to MAC and the Business Combination — Existing shareholders will experience significant dilution as a result of the Business Combination and the PIPE Financing and related transactions, and the market price of its MAC Class A Ordinary Shares may be adversely affected. Future transactions contemplated by the definitive documentation for the Business Combination may also have a dilutive effect.”

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Description of New MAC Share Capital (Page 302)

New MAC is a newly incorporated Jersey Channel Islands private company with limited liability.

Upon the Closing, the authorized share capital of New MAC will be US$22,100 consisting of 220,000,000 New MAC Ordinary Shares, par value US$0.0001 per share, and 1,000,000 New MAC preference shares, par value US$0.0001 per share. As of the date of this proxy statement/prospectus, there was one New MAC Ordinary Share issued and outstanding. See “Description of New MAC Share Capital.”

Management of New MAC Following the Business Combination (Page 281)

Upon consummation of the Business Combination, the current MAC Board, consisting of six directors, will continue as the New MAC Board. The directors of New MAC will include Neville Joseph Power, serving as Chair, Michael (Mick) James McMullen, Patrice E. Merrin, Rasmus Kristoffer Gerdeman, John Rhett Miles Bennett and Charles D. McConnell.

In addition, upon consummation of the Business Combination, MAC’s current executive officers will continue to serve as New MAC’s executive team. New MAC’s executive team will comprise Michael (Mick) James McMullen (Chief Executive Officer), Marthinus (Jaco) J. Crouse (Chief Financial Officer) Jan Benjamin Coetzee (Manager of Projects, Studies and Tech Services) and Dan Vujcic (Chief Development Officer).

See “Management of New MAC Following the Business Combination” for further information.

Accounting Treatment (Page 132)

The Business Combination will be accounted for using the acquisition method in accordance with IFRS. MAC has been identified as the “acquirer” as it will obtain control over CMPL as the “acquiree” by its wholly-owned subsidiary, MAC-Sub, purchasing 100% of the share capital of CMPL. The Business Combination will be completed by transferring cash and issuing New MAC Ordinary Shares to Glencore. The cash being transferred represents a significant majority of the total consideration, meaning the Business Combination will be carried out primarily by transferring cash rather than by exchanging equity interests. The purchase consideration will be allocated to the fair value of the acquired assets and liabilities and will be based on management’s best estimate of the fair value based on currently available information. The actual amount allocated to certain identifiable assets could vary as the purchase price allocation is finalized. The Royalty Deed and Offtake Agreement are to be classified as a financial liability and a liability, respectively, which will subsequently be measured at fair value with changes in fair value to be recognized in profit or loss.

Appraisal or Dissenters’ Rights (Page 104)

Holders of MAC Ordinary Shares may have appraisal rights in connection with the Business Combination under the Companies Act.

Holders of record of MAC Ordinary Shares may be entitled to give notice to MAC prior to the extraordinary general meeting to approve the Merger that they wish to exercise statutory dissenter rights and make a demand for payment of the fair market value for his, her or its MAC Ordinary Shares if they follow the procedures set out in Section 238 of the Companies Act, noting that any such dissention rights may subsequently be lost and extinguished pursuant to Section 239 of the Companies Act, which states that no such dissention rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent provided that the merger consideration constitutes inter alia shares of any company which at the effective date of the Merger are listed on a national securities exchange. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as set out herein, and the MAC Board has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares. Extracts of relevant sections of the Companies Act follow:

238. (1) A member of a constituent company incorporated under this Act shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation.

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239. (1) No rights under section 238 shall be available in respect of the shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent under section 238(5), but this section shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section 233 or 237 to accept for such shares anything except — (a) shares of a surviving or consolidated company, or depository receipts in respect thereof; (b) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognized interdealer quotation system or held of record by more than two thousand holders; (c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or (d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c).

MAC shareholders are recommended to seek their own advice as soon as possible on the application and procedure to be followed in respect of the appraisal rights under the Companies Act.

Status as Emerging Growth Company

Each of MAC, MAC Limited and CMPL is, and consequently, following the Business Combination, New MAC will be an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2022 (“SOX”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and obtaining shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. MAC has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, MAC, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of MAC’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

New MAC will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary of the completion of MAC’s IPO, (b) in which it has total annual gross revenue of at least $1.235 billion (as adjusted for inflation pursuant to SEC’s rules and regulations from time to time), or (c) in which New MAC is deemed to be a large accelerated filer, which means the market value of New MAC Ordinary Shares that are held by non-affiliates exceeds $700 million as of the prior June 30th and (ii) the date on which New MAC has issued more than $1.00 billion in non-convertible debt during the prior three-year period.

Interests of MAC’s Directors and Executive Officers in the Business Combination (Page 128)

When considering the recommendation of the MAC Board that our shareholders vote in favor of the approval of the Business Combination, MAC’s shareholders should be aware that our Sponsor and certain of its directors and officers have interests in the Business Combination that may conflict with the interests of other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to shareholders that they approve

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the Business Combination. MAC’s shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include:

•

the fact that certain of our directors and officers are principals of our Sponsor;

•

the fact that 6,628,695 Founder Shares held directly by our Sponsor (and a portion of which is held indirectly by Anchor Investors and will be received by the Cornerstone Investors), for which it paid an aggregate of US$25,000 for the Founder Shares, which will convert on a one-for-one basis into 6,628,695 New MAC Ordinary Shares upon Closing, and such shares will have a significantly higher value at the time of the Business Combination when such shares convert into shares of New MAC as described further below, but will be worthless if an initial business combination is not consummated:

	MAC Class B Ordinary Shares(1)(2)		Value of MAC Class B Ordinary Shares implied by Business Combination(2)(3)			Value of MAC Class B Ordinary Shares based on recent trading price(4)
Sponsor(2)		6,628,695		$	66,286,950		$
Michael James McMullen		410,000			4,100,000
Marthinus (Jaco) J. Crouse		100,000			1,000,000
Dan Vujcic		100,000			1,000,000
Patrice E. Merrin		50,000			500,000
Rasmus Kristoffer Gerdeman		75,000			750,000
Neville Joseph Power		50,000			500,000
John Rhett Miles Bennett		170,000			1,700,000
Charles D. McConnell		50,000			500,000

(1)

Interests shown consist solely of Founder Shares. Such shares will automatically convert into New MAC Ordinary Shares upon the closing on a one-for-one basis.

(2)

Green Mountain Metals LLC is the record holder of the shares reported herein. Includes the interests of the Anchor Investors and the Founder Shares to be transferred to the Cornerstone Investors. In addition, certain of MAC’s officers and directors hold Class B units in Green Mountain Metals LLC, which entitle them to an equivalent number of New MAC Ordinary Shares on distribution. The amounts shown for such individuals are included in the total owned by Green Mountain Metals LLC.

(3)

(4)

•

the fact that if an initial business combination is not consummated by August 2, 2023, our Sponsor, officers, directors and their respective affiliates will lose their entire investment in us of $11,484,638 in the aggregate, that includes the 6,535,304 private warrants acquired for a purchase price of $9,802,956. In addition, our Sponsor will lose $66,286,950 in value of MAC Class B Ordinary Shares, valued at an assumed price of $10.00 per share, the value implied by the Business Combination;

•

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Shares in connection with the Business Combination, the Sponsor and its affiliates may earn a positive rate of return on their investment even if the New MAC Ordinary Shares trades below the price initially paid for the public shares in the IPO and the public shareholders experience a negative rate of return following the completion of the Business Combination;

•

the fact that our Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any shares held by them if MAC fails to complete an initial business combination by August 2, 2023 and accordingly, our Sponsor, officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

•

the fact that if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination by August 2, 2023, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in the value of the trust assets, net of the amount of taxes payable, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act;

•

the continuation of our officers and directors as officers and directors at New MAC; and

•

These interests may influence our directors in making their recommendation that you vote in favor of the approval of the Business Combination Proposal. You should therefore take these interests into account in deciding whether to approve the Business Combination. You should also read the section entitled “The Business Combination Proposal — Certain Other Interests in the Business Combination.”

MAC Board’s Reasons for Approval of the Business Combination (Page 120)

In reaching its resolution by a vote of the directors then present as described above (with Ms. Merrin recusing herself as a result of her also serving on the board of Glencore plc) that it was in the best interests of MAC (a) to enter into the Share Sale Agreement and the ancillary documents to which MAC is or will be a party and to consummate the transactions contemplated thereby, (b) to approve the entry into and execution of the Share Sale Agreement, the ancillary documents to which MAC is or will be a party and the transactions contemplated thereby, (c) to recommend that the MAC shareholders vote in favor of the Business Combination Proposal and the other proposals contemplated thereby or in connection with the Share Sale Agreement and the other ancillary documents to which MAC is or will be a party and the transactions contemplated thereby, and (d) to direct that such proposals be submitted to the MAC shareholders for approval, the MAC Board considered a wide variety of factors in connection with its evaluation of the Business Combination, including the fact that that the Business Combination does not permit the MAC Board to change, withdraw, withhold, qualify or modify its recommendation in favor of adoption of the Transaction Proposals. In light of the complexity of those factors, the MAC Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the MAC Board may have given different weight to different factors. MAC Board’s reasons for approval of the Business

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Combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements.”

Prior to approving the Business Combination, The MAC Board determined not to obtain a fairness opinion. The officers and directors of MAC concluded that they have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and that their experience and background enabled them to make the necessary analyses and determinations regarding the Business Combination.

As described in the prospectus for its IPO, MAC identified general, non-exclusive criteria and guidelines that MAC believed would be important in analyzing prospective target businesses for a business combination. MAC indicated its intention to acquire a company that it believes possesses the characteristics described under “The Business Combination Proposal — Background of the Business Combination.”

Before reaching its decision, the MAC Board reviewed the results of due diligence conducted by MAC’s management, together with its advisors, which included, among other things:

•

extensive meetings with MAC’s management team, as well as with its legal and financial advisors, regarding CMPL’s operations, business model, and projections;

•

review of various industry and financial data, including CMPL’s existing business model, historical and projected financial information, and various valuation analyses;

•

analysis of CMPL’s historical and projected financial information to understand and validate the key assumptions underpinning the financial projections prepared by CMPL management;

•

review of CMPL’s material contracts, financials, tax, legal, accounting, information technology, insurance, employment and intellectual property;

•

MAC’s financial and valuation analysis of CMPL and the Business Combination;

•

tax, legal and other diligence findings of MAC’s external advisors; and

•

MAC’s assessment of CMPL’s public company readiness.

The MAC Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into Share Sale Agreement and the transactions contemplated thereby. In particular, the MAC Board considered the following positive factors in favor of CMPL and its operations:

•

aligned with MAC’s strategy;

•

historical financial resilience of CMPL;

•

attractive valuation relative to peers;

•

potential to make further improvements to the CSA Mine’s operations;

•

potential for additional mine life;

•

location in an attractive jurisdiction;

•

scarcity value of the CSA Mine as a stand-alone copper asset;

•

attractive industry cost position;

•

free cash flow generation potential;

•

potential for further acquisitions using this as the cornerstone investment; and

•

ability to benefit from being owned by a public company.

The MAC Board also considered a variety of uncertainties and risk and other potentially negative factors concerning the Business Combination including, but not limited to, the following:

•

macroeconomic risks;

•

operational risk between signing and closing of the transaction;

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•

share redemption risk;

•

operational and further improvements may not be achieved;

•

uncertainty regarding the shareholder vote on the Transaction Proposals;

•

potential inability to satisfy Closing conditions;

•

litigation changes and amendments to tax or mining regime;

•

listing risks;

•

risk of a liquidation of MAC if the Business Combination is not completed;

•

no third-party valuation; and

•

transaction fees and expenses.

For more information about the MAC Board’s decision-making process concerning the Business Combination, please see the section entitled “The Business Combination Proposal — MAC Board’s Reasons for Approval of the Business Combination.”

Quorum and Vote Required for Shareholder Proposals (Page 101)

A quorum of MAC’s shareholders is necessary to hold a valid meeting. The holders of a majority of the MAC Ordinary Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum. Abstentions will count as present for the purposes of establishing a quorum.

The approval of each of the Business Combination Proposal, the Governing Documents Proposals, and the Adjournment Proposal require an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The approval of the Merger Approval requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds (2/3) of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Recommendation of the MAC Board (Page 98)

The MAC Board believes that the Business Combination Proposal and the other proposals to be presented to shareholders at the extraordinary general meeting are in the best interests of MAC and its shareholders and recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the Governing Documents Proposals and “FOR” the Adjournment Proposal.

The existence of financial and personal interests of one or more of MAC’s directors may result in a conflict of interest on the part of such director(s) between what he, she, or they may believe is in the best interests of MAC and MAC shareholders and what he, she, or they may believe is best for himself, herself, or themselves in determining to recommend that shareholders vote for the proposals. In addition, MAC’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “The Business Combination Proposal — Interests of MAC’s Directors and Executive Officers in the Business Combination” and “Risk Factors — Risks Relating to MAC and the Business Combination — Our Sponsor, certain members of our board of directors and our officers have interests in the Business Combination that may conflict with those of other shareholders in recommending that shareholders vote in favor of approval of the Business Combination and the other proposals described in this proxy statement/prospectus” for a further discussion of these considerations.

Sources and Uses of Funds for the Business Combination (Page 131)

The following tables summarize the sources and uses for funding the Business Combination. Where actual amounts are not known or knowable, the figures below represent MAC’s good faith estimate of such amounts.

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Sources (in millions)(1)
Senior Debt Facility – Term Loan	$	205
Sprott Mezzanine Debt		135
Sprott Equity Investment		15
Osisko Silver Stream(2)		75
Osisko Equity Investment		15
Osisko Redemptions Backstop Facility(3)		100
Equity from CEO and CFO		2
Cash in Trust(4)		133
PIPE Financing(5)		126
Maximum Equity Retained by Glencore		100
Sources At Closing	$	906
Future Cash Flow / ASX Listing		225
Total Sources	$	1,131
Consideration Paid at Closing		875
Estimated Transaction Expenses(6)		31
Uses at Closing		906
Deferred Consideration		75
Contingent Consideration		150
Total Uses	$	1,131

(1)

Totals might be affected by rounding.

(2)

Potential for an additional US$15 million if the average silver market price over the ten (10) day period prior to the closing of the Silver Stream is greater than US$25.50/oz, which would increase this amount to US$90 million total.

(3)

MAC and Osisko have entered into the Redemptions Backstop Facility, which provides backstop proceeds of up to US$100 million exercisable at MAC’s sole discretion following the outcome of redemptions from the current cash in trust consisting of up to US$75 million Copper Stream and associated US$25 million equity subscription (to be subscribed for on a pro-rata basis equal to the proportion of Copper Stream that MAC elects to draw on prior to the Closing. For additional information, see “Certain Agreements Related to the Business Combination — Osisko Redemptions Backstop Facility”.

(4)

Assuming that 50% of MAC’s outstanding public shares are redeemed in connection with the Business Combination. This is the maximum number of shares that may be redeemed based on our assumption that we will raise approximately $126 million in the PIPE Financing. If we are unable to successfully raise this amount of PIPE Financing, or if redemptions are higher than our assumption, then we would not be able to fund the consideration for the Business Combination. However, as of the date hereof, we have entered into Subscription Agreements for an aggregate of 11,362,506 New MAC Ordinary Shares for an aggregate purchase price of $113,625,060.

(5)

Shares issued to CMPL shareholders and PIPE Investors are at a deemed value of $10.00 per share.

(6)

Represents an estimate of transaction expenses. Actual amounts may vary and may include expenses unknown at this time.

Underwriting Fees as a Percentage of IPO Proceeds Net of Redemptions (Page 103)

	No Redemptions(1)			50% Redemptions(2)
IPO underwriting fees(3)		$	14,583,129		$	14,583,129
IPO proceeds net of redemptions		$	265,147,800		$	132,573,900
Underwriting fees as a % of IPO proceeds net of redemptions			5.5%			11%

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(1)

This scenario assumes that no public shares are redeemed.

(2)

This scenario assumes that 13,257,390 outstanding public shares are redeemed in connection with the Business Combination. This is the maximum number of shares that may be redeemed based on our assumption that we will raise approximately $126 million in the PIPE Financing. If we are unable to successfully raise this amount of PIPE Financing, or if redemptions are higher than our assumption, then we would not be able to fund the consideration for the Business Combination.

(3)

Includes $9,280,173 of deferred underwriting commission payable to Citi upon consummation of the Business Combination.

Summary of Risk Factors (Page 56)

CMPL’s business and an investment in New MAC Ordinary Shares are subject to numerous risks and uncertainties. In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the financial statements and annexes attached hereto, and especially consider the factors discussed in the section entitled “Risk Factors.” Some of these risks include:

•

Estimates of Reserves are uncertain and the volume and grade of ore actually recovered may vary from our estimates.

•

Our mining activities are subject to adverse operating conditions and geotechnical risks, which could adversely impact our ore recoveries and mining efficiencies.

•

Our mining activities are subject to ongoing cost and resourcing requirements that may not always be met.

•

To maintain our business, we will be required to make substantial capital expenditures. If we are unable to obtain needed capital or financing on satisfactory terms, it could have an adverse impact on our results of operations.

•

Our management of tailings are subject to significant environmental, health, safety and engineering challenges and risks, including the need to expand our tailings storage capacity that could adversely affect our business.

•

Interruption or other disruptions and delays to our operations could have a material adverse effect on our cash flow, results of operations and financial condition.

•

Our expected reduction in total direct site operating costs and increase in mined tonnages may not be realized in the short term or at all.

•

All production from the CSA Mine is sold to a single customer, GIAG, and such reliance on GIAG as a key customer may have significant consequences for CMPL’s cash flow and broader financial position.

•

Future project expansion and exploration success may not be achieved.

•

Maintenance of mining tenement title and approvals is essential to the ongoing conduct of our operations.

•

Land access to current or future mining tenements may not always be guaranteed.

•

The ongoing COVID-19 pandemic could have an adverse effect on our business.

•

General labor market tightness in the mining sector may lead to higher costs than planned or the inability to secure the skilled workforce necessary to optimize the mine.

•

Severe weather events and natural disasters, such as storms and floods, may impact the ability of the CSA Mine to export its product in a timely manner and for us to otherwise conduct our operations.

•

Rehabilitation liabilities may increase or otherwise impact our operating margins.

•

Inability to access reliable transport and infrastructure could have an adverse impact on our revenue, productivity and reputation.

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•

Equipment failure at the CSA Mine could have an adverse impact on our ability to continue operations.

•

General cost inflation across Australia, including, but not limited to, energy prices may increase the costs of production more than anticipated.

•

Any new native title claims asserted or recognized over the mine site may impact the ability to operate or result in higher than planned costs.

•

Existing and future environmental laws and may increase our costs of doing business, result in significant liabilities, fines or penalties, and may restrict our operations.

•

We are subject to complex laws and regulations, which could have a material adverse effect on our operations and financial results.

•

Violations of anti-money laundering, sanctions and compliance laws may subject us to regulatory sanctions or other claims and could materially and adversely affect our business, financial condition and reputation.

•

The cost, outcome or impact of existing or future litigation could materially and adversely affect our business, financial condition and reputation.

•

Existing and future laws and regulations governing issues involving climate change, and public sentiment regarding climate change, could result in increased operating costs or otherwise impact our operations or products, which could have a material adverse effect on our business.

•

Our current and future operations require permits and licenses, and failure to comply with or obtain such permits and licenses could have a material impact on our business.

•

Premature mine closure or placement into care and maintenance could subject us to significant additional costs and could have a detrimental effect on our financial condition.

•

We may be subject to community opposition or negative publicity in connection with our activities as a major mining company.

•

We may be adversely affected by fluctuations in demand for, and prices of, copper.

•

Our operations are underpinned by numerous contractual arrangements with third parties and non-compliance with these arrangements may substantially affect our operations or profits.

•

Appreciation of the Australian dollar against the U.S. dollar could have the effect of increasing the CSA Mine’s cost of production, thus reducing our margins.

•

We depend on key personnel for the success of our business.

•

Our management of workplace health and safety matters may expose the company to significant risk.

•

Our insurance coverage may not be sufficient in all possible contexts and we may not be able to rely upon our insurance in certain circumstances.

•

Risks regarding international conflict and related market pressures may impact our business operations.

•

Information technology security breaches could harm our business activities and reputation.

•

Market risks and competition in the copper and battery metals industry in Australia may impact our business operations.

•

Sovereign risk and changes in law may impact our operations in unforeseen ways.

•

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain executive management and qualified board members.

•

New MAC will be an “emerging growth company” and it cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make the post-combination company’s ordinary shares less attractive to investors or make it more difficult to compare performance with other public companies.

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•

Changes in accounting standards may have an adverse effect on the reported financial performance of our business.

•

Our balance sheet includes a number of assets that may be subject to impairment risk.

•

Application of existing tax laws, rules or regulations are subject to interpretation by taxing authorities.

•

Any new tax legislation introduced by governments may change the current tax treatment, which could adversely impact our cash flow from the mine.

•

CMPL has identified material weaknesses in its internal control over financial reporting. If New MAC is unable to remediate the material weaknesses, or if other control deficiencies are identified, New MAC may not be able to report its financial results accurately, prevent fraud or file its periodic reports as a public company in a timely manner.

•

There can be no assurance that MAC will be able to raise sufficient capital to consummate the Business Combination.

•

Our Sponsor, certain members of our board of directors and our officers have interests in the Business Combination that may conflict with those of other shareholders in recommending that shareholders vote in favor of approval of the Business Combination and the other proposals described in this proxy statement/prospectus.

•

Our Sponsor and certain of our directors and officers hold all of our Founder Shares and private placement warrants. They will lose their entire investment with respect to such securities if we do not complete an initial business combination.

•

The Merger may be a taxable event for U.S. Holders of MAC Securities.

•

New MAC may be or become a passive foreign investment company (or “PFIC”), which could result in adverse U.S. federal income tax consequences to U.S. Holders.

•

The U.S. federal income tax treatment of the redemption of MAC Class A Ordinary Shares depends on a shareholder’s specific facts.

•

Subsequent to the consummation of the Business Combination, New MAC may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and share price, which could cause you to lose some or all of your investment.

•

Existing shareholders will experience significant dilution as a result of the Business Combination and the PIPE Financing and related transactions, and the market price of its MAC Class A Ordinary Shares may be adversely affected. Future transactions contemplated by the definitive documentation for the Business Combination may also have a dilutive effect.

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Beginning in January 2022, there has been a precipitous drop in the market values of growth-oriented companies. Accordingly, securities of growth companies such as ours may be more volatile than other securities and may involve special risks.

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Securities of companies formed through SPAC mergers such as ours may experience a material decline in price relative to the share price of the SPAC prior to the merger.

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If MAC’s shareholders fail to comply with the redemption requirements specified in this proxy statement, they will not be entitled to redeem their Class A Ordinary Shares for a pro rata portion of the Trust Account.

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New MAC may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

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Following the consummation of the Business Combination, New MAC will have no direct operations and no significant assets other than the ownership of CMPL.

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New MAC will incur a significant amount of debt in connection with the Business Combination that is secured by substantially all of New MAC’s assets, and may in the future incur additional indebtedness, including in connection with the closing of the Business Combination. New MAC’s

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payment obligations under such indebtedness may limit the funds available to New MAC, and the terms of New MAC’s debt agreements may restrict its flexibility in operating its business.

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The Projections and operating information in this proxy statements/prospectus relies in large part upon assumptions and analyses developed by MAC. If these assumptions or analyses prove to be incorrect, the actual operating results of CMPL and/or New MAC may be materially different from the forecasted results.

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Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with us.

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We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least a majority of the then outstanding public warrants. In addition, we may amend the terms of our warrant agreement to allow for our warrants to be classified as equity in our financial statements with the approval by the holders of at least a majority of the public warrants and the private placement warrants, voting together as a single class. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our Class A Ordinary Shares purchasable upon exercise of a warrant could be decreased, all without your approval.

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If you exercise your public warrants on a “cashless basis,” you will receive fewer New MAC Ordinary Shares from such exercise than if you were to exercise such warrants for cash.

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If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of New MAC’s Securities may decline.

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MAC’s initial shareholders have agreed to vote in favor of the Business Combination, regardless of how the public shareholders vote.

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If MAC is unable to complete the Business Combination or any other business combination by August 2, 2023 (or such later date as MAC’s shareholders may approve), MAC will cease all operations except for the purpose of winding up, liquidating and dissolving. In such event, third parties may bring claims against MAC and, as a result, the proceeds held in the Trust Account could be reduced and the per share liquidation price received by shareholders could be less than $10.00 per share and MAC’s warrants will expire worthless.

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MAC’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to its public shareholders.

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If, before distributing the proceeds in the Trust Account to MAC’s public shareholders, MAC files an involuntary insolvency petition (or the same is filed against MAC) that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of MAC’s shareholders and the per share amount that would otherwise be received by MAC’s shareholders in connection with its liquidation may be reduced.

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If, after MAC distributes the proceeds in the Trust Account to its public shareholders, MAC files an involuntary insolvency petition (or the same is filed against MAC) that is not dismissed, an insolvency court may seek to recover such proceeds, and MAC and the MAC Board may be exposed to claims of punitive damages.

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The ability of shareholders to exercise redemption rights with respect to a large number of shares could increase the probability that the Business Combination would be unsuccessful and that shareholders would have to wait for liquidation to redeem their stock.

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The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus may not be indicative of what MAC’s actual financial position or results of operations would have been.

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The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.

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•

There can be no assurance that the New MAC Ordinary Shares and warrants will be approved for listing on the NYSE following the Closing, or that New MAC will be able to comply with the listing standards of the NYSE.

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Provisions in the Proposed Governing Documents may inhibit a takeover of New MAC, which could limit the price investors might be willing to pay in the future for New MAC Ordinary Shares and could entrench management.

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You may not have the same benefits as an investor in an underwritten public offering.

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Following the consummation of the Business Combination, New MAC will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.

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MAC has previously identified material weaknesses in its internal control over financial reporting. Although these have been addressed, they could continue to adversely affect MAC’s ability to report its results of operations and financial condition accurately and in a timely manner.

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New MAC’s failure to timely and effectively implement controls and procedures required by Section 404(a) of the SOX that will be applicable to it after the Business Combination is consummated could have a material adverse effect on its business.

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Unlike many blank check companies, MAC does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it easier for MAC to consummate the Business Combination even if a substantial majority of MAC’s shareholders do not agree.

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If a shareholder or a “group” of shareholders are deemed to hold in excess of 15% of the issued and outstanding MAC Class A Ordinary Shares, such shareholder or group will lose the ability to redeem all such shares in excess of 15% of the issued and outstanding MAC Class A Ordinary Shares.

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If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about New MAC, its business, or its market, or if they change their recommendations regarding New MAC’s securities adversely, the price and trading volume of New MAC’s securities could decline.

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There is no guarantee of a positive return on New MAC Ordinary Shares.

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There is no certainty that New MAC will pay dividends.

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Because New MAC has no current plans to pay cash dividends on Class A Ordinary Shares for the foreseeable future, you may not receive any return on investment unless you sell Class A Ordinary Shares for a price greater than that which you paid for them.

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Because CMPL’s operations are located outside of the Unites States, MAC may face additional burdens in connection with investigating, agreeing to and completing the Business Combination, and, if the Business Combination is consummated, New MAC may be subject to a variety of additional risks that may negatively impact its operations.

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Existing and future government laws, regulations and other legal requirements that govern our business may increase our costs of doing business and may restrict our operations.

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Any new tax legislation introduced by governments may change the current tax treatment, which could adversely impact our cash flow from the CSA Mine.

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As a foreign private issuer, New MAC is exempt from a number of rules under the U.S. securities laws and are permitted to file less information with the SEC than a U.S. company. This may limit the information available to holders of the New MAC Ordinary Shares.

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New MAC is a “foreign private issuer” within the meaning of the rules of the NYSE on which New MAC intends to list New MAC Ordinary Shares and, as a result, expects to qualify for, and intends to rely on, exemptions from certain corporate governance requirements. You will therefore not have the same protections afforded to shareholders of companies that are subject to such requirements.

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SELECTED HISTORICAL FINANCIAL DATA OF CMPL

The following tables present CMPL’s financial information and other data. The selected financial information related to CMPL’s statements of profit or loss, financial position, changes in equity and cash flows presented in the tables below is derived from CMPL’s historical audited annual financial statements as of and for the years ended December 31, 2022, 2021 and 2020.

This selected financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CMPL,” as well as the financial statements and the notes related thereto, included elsewhere in this proxy statement/prospectus.

Statement of Profit and Loss Data: (In thousands of US dollars)

	Year ended December 31
	2022			2021			2020
Revenues		$	219,705		$	273,380		$	202,183
Cost of goods sold			(189,496)			(190,150)			(181,093)
Gross Profit		$	30,209		$	83,230		$	21,090
Operating expenses
Distribution and selling expenses			(17,246)			(15,195)			(12,846)
Administrative expenses			(1,230)			(1,473)			(3,909)
Operating income		$	11,733		$	66,562		$	4,335
Net foreign exchange gains/(losses)			(453)			401			(1,647)
Finance income			6			3			9
Finance costs			(930)			(530)			(793)
Profit before income taxes		$	10,356		$	66,436		$	1,904
Income tax (expense)/benefit			(15,715)			100,059			(31,041)
(Loss)/Profit for the year		$	(5,359)		$	166,495		$	(29,137)

Statement of Financial Position Data:

	Year ended December 31
	2022			2021			2020
Cash and cash equivalents		$	1,316		$	79		$	110
Total Assets			463,393			440,202			425,373
Total Liabilities			96,422			94,542			72,007
Total liabilities and equity			463,393			440,202			425,373

Statement of Cash Flows Data:

	Year ended December 31
	2022			2021			2020
Net cash generated by operating activities		$	54,547		$	87,819		$	43,971
Net cash used in investing activities			(66,273)			(32,068)			(55,763)
Net cash generated by/(used in) financing activities			13,000			(55,939)			11,592
Increase/(decrease) in cash and cash equivalents		$	1,274		$	(188)		$	(200)

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SELECTED HISTORICAL FINANCIAL DATA OF MAC

The following table sets forth summary historical financial information derived from MAC’s (i) audited financial statements included elsewhere in this proxy statement/prospectus for the period March 11, 2021 (inception) to December 31, 2021 and (ii) audited financial statements included elsewhere in this proxy statement/prospectus for year ended December 31, 2022. You should read the following summary financial information in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of MAC” and MAC’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

As of December 31, 2022, MAC had neither engaged in any operations nor generated any revenues. All activity for the period from inception through December 31, 2022, related to organizational activities, execution of the initial public offering, identifying a target for a business combination, negotiating the Share Sale Agreement, and implementing the transactions contemplated thereby. MAC itself does not expect to generate any operating revenues in future.

Statement of Profit and Loss Data: (In thousands of US dollars)

	Year ended December 31 2022			For the period from March 11, 2021 (Inception) through December 31, 2021
Operating and formation costs		$	(2,117,475)		$	(1,122,004)
Acquisition costs			(7,625,359)			—
Stock compensation expense			(224,250)			—
Loss from operations		$	(9,967,084)		$	(1,122,004)
Other income (expense):
Change in fair value of warrants			1,477,374			14,982,447
Offering expenses related to warrant issuance			—			(1,984,130)
Excess value of Private Placement Warrants			—			(1,066,666)
Change in fair value conversion option			7,200			—
Trust interest income			3,753,097			7,819
Amortization of discount on convertible promissory note			(8,000)			—
Bank fee			(5,205)			(2,448)
Total other income (expense), net			5,224,466			11,937,022
Net (loss) income		$	(4,742,618)		$	10,815,018

Statement of Financial Position Data:

	Year ended December 31
	2022			2021
Cash		$	42		$	955
Total Assets			270,191			266,638
Total Liabilities			25,675			18,325
Total liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit			270,191			266,638

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RISK FACTORS

In addition to the other information contained in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus. The risk factors described below disclose both material and other risks, but are not intended to be exhaustive and are not the only risks facing us. Additional risks not currently known to us or that we currently deem to be immaterial, or which are not identified because they are generally common to businesses, may also materially adversely affect our business, financial condition, results of operations and cash flows in future periods. You are encouraged to perform your own investigation with respect to our business, financial condition and prospects.

Unless otherwise noted, all references in this subsection to “we,” “us” or “our” refer to the business of CMPL prior to the consummation of the Business Combination, which will be the business of New MAC and its subsidiaries following the consummation of the Business Combination. Thus references to “we,” “us” or “our” refer to the business of New MAC and its subsidiaries (the “Group”) when describing events or circumstances that will or could occur following consummation of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on the business, financial condition, results of operations, cash flows and future prospects of New MAC, in which event the market price of New MAC Ordinary Shares could decline, and you could lose part or all of your investment.

Risks Relating to CMPL’s Business and Industry

Estimates of Reserves are uncertain and the volume and grade of ore actually recovered may vary from our estimates.

The CMPL existing Ore Reserves will be depleted over time by production from our operations. The currently estimated Ore Reserves support approximately six and a half years of operation, with the additional mine life in the life-of-mine plan (“LOM Plan”) being based principally on estimated Inferred Resources or projections of mineralization down dip of Inferred Resources. While the CSA Mine has a long history of resource renewal and exploration success, and there is reasonable geological evidence of continuity down dip, our future estimates may not be realized. If we are unable to replace or increase Ore Reserves to maintain or grow our current level of Ore Reserves, this would adversely impact the long-term economic viability of our business and operations.

We base our Ore Reserve information on our own interpretation of geological data and current and proposed mine plans in accordance with the JORC Code. CMPL’s Ore Reserve estimate as of December 31, 2021 does not incorporate the Indicated Resources identified in the Technical Report. Our estimates are periodically updated to reflect past ore production, new drilling information and other geological or mining data.

While such estimates are based on knowledge, experience and industry practice utilizing suitably certified competent persons employed or contracted by CMPL, there are considerable uncertainties inherent in estimating quantities and qualities of economically recoverable Ore Reserves, including many factors beyond our control. As a result, estimates of economically recoverable Ore Reserves are by their nature uncertain. Some of the factors and assumptions which impact economically recoverable Ore Reserve estimates include:

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geological and mining conditions;

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historical production from the area compared with production from other producing areas;

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the assumed effects of regulations and taxes by governmental agencies;

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our ability to obtain, maintain and renew all required mining tenements and permits;

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future improvements in mining technology;

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assumptions governing future commodity prices; and

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future operating costs, including the cost of materials and capital expenditures.

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Each of the factors which impacts reserve estimation may be beyond our control, prove unreliable or incorrect and/or vary considerably from the assumptions used in estimating the reserves. For these reasons, estimates of Ore Reserves may vary substantially.

Given the above factors, Glencore and CMPL’s internal estimates vary from those estimates contained in the Technical Report prepared by Behre Dolbear Australia Pty Ltd, in consultation with Cube Consulting Pty Ltd. Glencore has not verified or independently tested the assumptions underlying any estimate of Ore Reserves or Indicated, Inferred and/or Measured Resources and those estimates are not to be read in any way as representative or indicative of Glencore and/or CMPL’s internal views on these matters.

In addition, the grade and/or quantity of the metals ultimately recovered may differ from that interpreted from drilling results. There can be no assurance that metals recovered in small-scale tests will be duplicated in large-scale tests under on-site conditions or on a commercial production scale. Until actually mined and processed, no assurance can be given that the estimated tonnage, grades and recovery levels will be realized or that the Ore Reserves will be mined and processed economically. Material inaccuracies in, or changes to, Ore Reserves estimates may impact the LOM Plan and other projections as to the future economic viability of CMPL’s business operations. Actual production, revenues and expenditures with respect to our Ore Reserves will likely vary from estimates, and these variances may be material. As a result, our estimates may not accurately reflect our actual Ore Reserves in the future.

Additionally, our estimates of Ore Reserves may be adversely affected in future fiscal periods by the SEC’s recent rule amendments revising property disclosure requirements for publicly-traded mining companies, with which we are complying for the first time in this proxy statement/prospectus.

Our mining activities are subject to adverse operating conditions and geotechnical risks, which could adversely impact our ore recoveries and mining efficiencies.

Mining activities are subject to adverse operating conditions and geotechnical risks. Operational risks, accidents and other adverse incidents could include:

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variations in mining and geological conditions from those anticipated, such as variations in geotechnical conclusions;

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operational and technical difficulties encountered in mining, including management of atmosphere and noise, equipment failure and maintenance or technical issues;

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adverse weather conditions or natural or man-made disasters, including floods, droughts, bushfires, seismic activities, ground failures, rock bursts, pit wall failures, structural cave-ins or slides and other catastrophic events;

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insufficient or unreliable infrastructure, such as power, water and transport;

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industrial and environmental accidents, such as releases of mine affected water and diesel spill;

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industrial disputes and labor shortages;

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transportation shortages impacting the timely transportation of labor, goods, products and service providers;

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mine safety accidents, including fatalities, fires and explosions from methane and other sources;

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competition and conflicts with other natural resource extraction and production activities within overlapping operating areas;

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shortages, or increases in the costs, of consumables, components, spare parts, plant and equipment;

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cyber-attacks that disrupt the Group’s operations or result in the dissemination of proprietary or confidential information about the Group to its customers or other third parties;

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security breaches or terrorist acts; and

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any or all of which may affect the ability to continue mining activities at the CSA Mine.

As with most underground mines, the CSA Mine is subject to geotechnical risks that arise from changes in the stresses, seismicity and/or stability of the rock formations that surround ore and waste

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material once that material has been extracted by mining. Geotechnical conditions can be unpredictable and failures in current or historic mined areas may occur without warning. Failures, in the form of the material collapsing into stope or development voids may result in risks to the safety of mining personnel underground, damage to mining equipment, a temporary or extended loss of access to mining areas directly or indirectly affected by the failure, and additional costs to rehabilitate affected areas, any of which may have an adverse impact on the operating performance and financial condition of CMPL.

A particular concern at mines is warm temperatures that can reduce the amount of time during which underground mining activities can safely be conducted. Currently, our mining is taking place at depths down to 1,900 meters, which significantly increases stress levels and causes difficulties with maintaining acceptable temperature levels in the mine. In particular, the CSA Mine has high virgin rock temperatures, which may result in working conditions that are not suitable for workers or can result in risk for the use of explosives, requiring more expensive high temperature explosives that reduce operational flexibility. Any significant step change in the temperature gradient at depth could amplify this risk.

Any inability to maintain acceptable temperature levels in the mine could cause a delay in recovery of ore and/or could reduce the amount of material that we are able to recover, with the result that the ability to achieve recoveries from mineral sales and to sustain operations would be adversely impacted.

More generally, the CSA Mine’s underground mining operations are subject to general seismicity risks, which may result in sudden movement of underground workings that may result in damage to underground workings and equipment and the temporary suspension of access to affected areas.

Adverse operating conditions may also cause operating costs to increase. Increasing depth will bring added temperature and increases stress levels to be managed and could have an adverse impact on ore recoveries and mining efficiencies.

Ore recovery could be adversely affected by increasing stress conditions that could increase more than modelled at depth (or trigger a significant increase in adverse impacts from even a slight change in conditions), resulting in poor ore recovery and increased dilution, both of which would have a material impact. As depth increases, costs will increase, resulting in the risk of diminishing returns if productivity improvements do not match the depth increases.

Our mining activities are subject to ongoing cost and resourcing requirements that may not always be met.

Our mining activities are dependent upon efficient and successful operation and exploitation of personnel, services and resources. Any increase in the price of production inputs, including labor, fuels, consumables or other inputs can materially and adversely affect our business and results of operations. Input costs can be affected by changes in factors including market conditions, government policies, exchange rates and inflation rates, which are unpredictable and outside our control. If we are unable to procure the requisite quantities of water, fuel or other consumables and inputs that our operations require in time and at commercially acceptable prices, or if there are significant disruptions in the supply of fuel, water or other consumables and inputs, the performance of our business and results of operations could be materially and adversely affected.

Mining is a capital-intensive business. Our expected capital expenditure requirements are significant, averaging around $53.3 million per annum over the next five years. Even with estimating data and a methodology that we believe is reasonable and appropriate, unanticipated costs or delays could result in capital cost overruns. We expect to require additional financing to sustain any future capital cost overruns. We plan to finance our operations with a combination of proceeds from the Business Combination, capital from investors, and if required, loans from financial institutions, as well as anticipated future revenue from product sales. Our ability to successfully maintain and expand our business will depend on many factors, including our working capital needs, the availability of equity and/or debt financing and, over time, our ability to generate positive cash flows from operations. Assuming no or minimal share redemptions, we believe

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that our cash on hand following the Business Combination will be sufficient to meet our working capital and capital expenditure requirements for a period of at least 12 months. However, additional funding may be required for a variety of reasons, including, but not limited to, the proceeds of the Business Combination being less than anticipated due to share redemptions and delays in expected development.

Over time, we expect that we will need to raise additional funds through a variety of possible methods, including, but not limited to, entry into joint ventures or other strategic arrangements, the issuance of equity, equity-related or debt securities or receipt of credit from financial institutions. These funds are expected to finance our working capital requirements and ongoing costs such as construction and development relating to the CSA Mine.

Depending on the liquidity of global credit and capital markets, our ability to obtain new funding or refinance in the future may be significantly reduced. We cannot be certain that additional capital will be available on attractive terms, if at all, when needed. In the case of an equity issue, this could be dilutive to shareholders. We may be forced to decrease our level of investment in product development or scale back our operations, which could have an adverse impact on our results of operations.

Managing a volume of tailings presents significant environmental, health, safety and engineering challenges and risks. Mining operations require governmental permits and approvals for tailings storage areas. At present, the Southern Tailings Storage Facility at the CSA Mine has capacity to store tailings up to October 2024 at the current rate of approximately 55 kt of tailings per month, depending on production rate. The planned future Southern Tailings Storage Facility containment raises, Stages 10 and 11, are currently subject to required approvals. CMPL has commenced preliminary work on potential additional tailings storage areas, including the currently excised Northern Tailings Storage Facility, which may offer an opportunity for further tailings storage, but we cannot guarantee that we will be able to obtain sufficient additional tailings storage areas. If we are not able to obtain additional tailings storage areas, we may not be able to continue our operations and, or, may be subject to substantial penalties for non-compliance.

In addition, recent work has identified a requirement to buttress the Northern Tailings Storage Facility embankment to provide further stability and this work is planned to be carried out in 2023. There may be a requirement for additional ongoing work in the future that has not be identified at this time. This work (and any required future work) could require material expenditures and could adversely affect our business.

A failure of tailings storage areas could result in an adverse environmental impact to the land on which operations are located and have a significant impact on our business and reputation. Based on the impact such incidents have had on other mining companies, a dam failure could result in immediate and prolonged cessation of operations at the relevant site, increased expenses, decrease in Ore Reserves, damage to assets, legal liabilities, government investigations, increased insurances costs or inability to obtain insurance or necessary certifications, and significant remediation (and potentially compensation) costs, as well as long-term reputational damage and other impacts.

Interruption or other disruptions and delays to our operations could have a material adverse effect on our cash flow, results of operations and financial condition.

Anything that delays the consistent mining of the CSA Mine and production of high-grade copper concentrate, including but not limited to construction or engineering issues, geotechnical or other mining related issues, or adverse weather events could alter our prospects and adversely affect our business. Any delays and interruptions associated with the remaining grinding mill installation could have a material adverse effect on our operations. For a more complete description of these delays, see the sections entitled “Business of CMPL — Processing” and “Business of CMPL — Mining”,

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Our expected reduction in total direct site operating costs and increase in mined tonnages may not be realized in the short term or at all.

Our expected reduction in total direct site operating costs and increase in mined tonnages may not be realized in the short term or at all as a result of (i) operational and work cultural changes introduced by the new MAC ownership, (ii) the development of additional stoping areas; and (iii) currently pending Stage 1 ventilation upgrades, and the refrigeration upgrades.

One hundred percent of production from the CSA Mine is committed under offtake arrangements with GIAG. Concurrently with the Closing, CMPL and GIAG will enter into the Offtake Agreement, which means that GIAG will continue to be the CSA Mine’s sole customer following the completion of the Business Combination. See “Certain Agreements Related to the Business Combination — Offtake Agreement.” Under those arrangements, GIAG may be entitled to suspend or cancel delivery of product in certain circumstances, such as due to the occurrence of a force majeure event. Any suspension or cancellation of orders would reduce CMPL’s cash flow and revenue.

Further, CMPL and its revenues are exposed to the creditworthiness of GIAG. If amounts due to CMPL under its existing offtake arrangements with GIAG or the Offtake Agreement are not paid in a timely manner or at all, it may have significant consequences for CMPL’s cash flow and broader financial position.

Future project expansion and exploration success may not be achieved.

CMPL holds a number of exploration licences and interests in exploration licences adjacent to and in the area of the CSA Mine. Mineral exploration and development are high-risk undertakings and involve significant uncertainties. No assurance can be given that our exploration programs in respect of these exploration tenements will result in the discovery of any viable mineral resource or reserve. Mineral exploration is highly speculative in nature and is frequently unsuccessful. Further, any mineral resource or reserve, if discovered may not be commercially viable to recover in current or future market conditions. Exploration activities undertaken by CMPL carry risk and as such, exploration progress may be curtailed, delayed or canceled as a result of weather conditions, mechanical difficulties, shortages or delays in the delivery of drill rigs or other equipment.

There is no guarantee that any mining lease will be obtained in respect of any exploration licence currently held by CMPL. Further, in the event a mining lease were to be obtained, successful mine development, infrastructure construction and mineral production is dependent on obtaining all necessary consent and approvals and the successful design, construction and operation of efficient gathering, processing and transportation facilities. No assurance can be given that we will be able to obtain all necessary consents and approvals in a timely manner, or at all. Delays or difficulties in obtaining relevant approvals, or obtaining conditional or limited approvals, may interfere with future mining operations or plans of the company, which could materially impact our business and financial position in the future.

There is also no assurance that we will be able to finance future developments or acquisition of exploration projects through operating cash flows, equity, debt, the issue of other forms of security, or any combination thereof.

Maintenance of mining tenement title and approvals is essential to the ongoing conduct of our operations.

Our mining, development and exploration activities are dependent upon the timely grant, or as the case may be, the maintenance or renewal of appropriate licences, concessions, leases, permits and regulatory consents which may be withdrawn or made subject to limitations. The maintenance, renewal and granting of mineral titles is often connected with or conditional on obtaining required statutory approvals. There is no assurance that we will be granted all mining titles or approvals for which we have applied or will apply for or that any licences, concessions, leases, permits or consents will be renewed as and when required or that new, unfavorable, conditions will not be imposed.

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In particular, the current term of our mining lease, CML5, expires in 2028, and is subject to renewal at that time. There can be no guarantee that it will be renewed. To the extent such approvals, consents or renewals are not obtained in a timely manner, we may be curtailed or prohibited from continuing with our mining, exploration and development activities or proceeding with any future exploration or development.

Similarly, any challenge to CMPL’s title or a dispute over boundaries could adversely impact extraction, production, processing, exploration and expansion activities.

Further, we could face penalties, lose title to our interest in the licences, concessions, leases, permits or consents, or any other tenements that we may acquire in the future, if conditions attached to those interests are not met or if insufficient funds are available to pay tenement rentals or meet expenditure requirements.

Land access to current or future mining tenements may not always be guaranteed.

Under Australian State and Commonwealth legislation, we may be required to obtain the consent of and/or pay compensation to landowners and holders of third-party interests, including pastoral leases, petroleum tenure and other mining tenure which overlay areas comprising our tenement and exploration interests in connection with exploration or mining activities undertaken by CMPL, or in respect of any other mining projects that we acquire or develop in the future. Access to land often depends on a company being successful in negotiating with landholders. There is no assurance that we will obtain all the permissions required as and when required or that new conditions will not be imposed in connection therewith. To the extent such permissions are not obtained, we may be curtailed or prohibited from continuing with our exploration activities or proceeding with any future exploration or development.

The ongoing COVID-19 pandemic could have an adverse effect on our business.

The current COVID-19 pandemic is continuing to significantly impact the national and global economy and commodity and financial markets. The full extent and impact of the COVID-19 pandemic is unknown and to date has included, among other things, extreme volatility in financial markets, a slowdown in economic activity, extreme volatility in commodity prices and a global recession. The response to COVID-19 led to significant restrictions on travel, temporary business closures, quarantines, and global stock market volatility. The outbreak has affected our business and may continue to do so by, among other things, decreasing labor availability and impacting consumable supply and transport logistics. Since the onset of the COVID-19 pandemic in the first quarter of 2020, CMPL has experienced delays due to port slowdowns from congestion at port facilities and trucking shortages, which has resulted in supply chain disruptions and unplanned labor shortages due to sickness and related isolation periods.

While the impacts of COVID-19 appear to be diminishing, any resurgence or new strains may have further impacts on labor availability, consumable supply and transport logistics. A resurgence or new strains of COVID-19 could lead to significant restrictions on travel and business closures. These travel restrictions and business closures may in the future adversely affect our operations, including our ability to obtain regulatory approvals and to sell our product, which could materially and adversely affect our business. The impact of COVID-19 on our operational and financial performance will depend on various future developments, including the duration and spread of any new outbreak of an existing or new strain and the impact on regulatory agencies, customers, suppliers and employees, all of which remain uncertain at this time.

General labor market tightness in the mining sector may lead to higher costs than planned or the inability to secure the skilled workforce necessary to optimize the mine.

The success of our business and projects will depend in large part on the skill of our personnel and on labor resources. Competition for personnel, particularly those with expertise in the mining services industry, is high. We may be impacted by general labor market constraints. In the event we are unable to attract, hire and retain the requisite personnel, we may experience delays or interruptions in operating the CSA Mine and completing projects in accordance with project schedules and budgets, and our mining operations may be adversely affected.

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Severe weather events and natural disasters, such as storms and floods, may impact the ability of the CSA Mine to export its product in a timely manner and for us to otherwise conduct our operations.

We could be materially and adversely affected by natural disasters or severe weather conditions. Severe storms, such as tropical storms, and flash floods, and other natural disasters or severe weather conditions could result in the evacuation of personnel, loss of facilities, damage to equipment and facilities, interruption in mining and transportation of products and materials and loss of productivity. Disruptions in operations or damage to any such facilities could reduce our ability to mine successfully. If we are unable to operate or are required to reduce operations due to severe weather conditions, our business could be adversely affected as a result of curtailed deliveries of its product.

Rehabilitation liabilities may increase or otherwise impact our operating margins.

Environmental rehabilitation liabilities are a generally well-recognized cost associated with producing mines such as the CSA Mine. We are required to include provisions in our financial statements for rehabilitation and remediation costs. Estimating the likely quantum of such costs involves making assumptions as to mine life (which, in turn, is influenced by estimates regarding future commodity prices), the extent of disturbance and contamination, and future rehabilitation and closure costs. As such, no assurance can be given as to the adequacy or accuracy of our current provisions for future rehabilitation and closure costs, and actual costs may be substantially greater.

Further, we have in place security deposits with the New South Wales Government that are intended to provide surety against rehabilitation liability and closure obligations in the event of our insolvency or termination, forfeiture or expiration of our mining tenements and exploration licenses. The quantum of the surety is determined by the relevant regulatory authority having regard to an assessment of disturbance and contamination, and other criteria determined by the regulatory authority (from time to time). The assessment undertaken by relevant authorities may result in an increase in the quantum of the surety which will increase the liability recognized by us in our statement of financial position and increased costs incurred by us to put the surety in place. If, in the future, we are unable to secure required financial assurances or are forced to obtain financial assurance at too high a cost, we may not be able to obtain permits, and in that event production on our properties could be adversely affected. This could have a material adverse effect on our business.

We may also experience a significant increase in the financial burden of addressing environmental rehabilitation liabilities as a result of legislative, judicial or executive decision-making by governmental authorities. Laws and regulations concerning the environment are constantly changing and are generally becoming more restrictive and expensive to comply with. To the extent that we become subject to further environmental rehabilitation liabilities, the satisfaction of any such liabilities would reduce funds otherwise available to CMPL and could have a material adverse effect on the company.

Inability to access reliable transport and infrastructure could have an adverse impact on our revenue, productivity and reputation.

CMPL’s mining, processing and development activities depend heavily on adequate infrastructure. As CMPL’s product is transported by a range of methods, including rail and sea, CMPL requires reliable railroads, bridges, power sources and water supplies to access and conduct its operations.

A number of factors could disrupt the availability and reliability of essential infrastructure and transport services, including weather-related issues, key equipment or infrastructure failures, rail or port capacity, congestion, industrial action, commercial disputes, terrorist attacks or other events. The occurrence of any such disruptions could limit CMPL’s ability to deliver its product, which could in turn impact its revenue, productivity and reputation. Further, if the cost of accessing such infrastructure increases, CMPL will be unable to pass through such cost increases, which would adversely impact its profitability.

Equipment failure at the CSA Mine could have an adverse impact on our ability to continue operations.

The CSA Mine and its associated processing plant and equipment, are at risk of incidents such as critical mechanical failures, fire, damage via corrosion of aged infrastructure, and loss of power supply. Specifically,

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one of the original mills that was scheduled for replacement in 2022 has yet to be replaced. Replacement is now expected to occur in August 2023. As a result of the mill’s condition, there is an elevated risk that the mill will not be able to run at its current levels which may result in the mill operating at below capacity, or not at all. Similarly, the new transformer required to deliver sufficient power for the upgraded ventilation and cooling power draw has not been installed but is on site. CMPL has elected to delay the changeover of this transformer to align with the August 2023 mill replacement as the changeover requires turning off all power for at least five days. As such, there is an elevated risk of running the existing substation at the requisite levels prior to installation of the new transformer. Catastrophic failure of either the mill or substation could result in significant downtime at the CSA Mine and negatively impact production and costs for 2023 as compared to the Projections. The occurrence of any such incidents could interrupt our operations or impact our ability to continue operating and cause harm to assets or equipment.

General cost inflation across Australia, including, but not limited to, energy prices may increase the costs of production more than anticipated.

During the production process of high-grade copper concentrate, we are exposed to volatility in prices for certain raw materials and products. Prices and availability of these raw materials are subject to substantial fluctuations that are beyond our control due to factors such as changing economic conditions, inflation, currency and commodity price fluctuations, tariffs, resource availability, transportation costs, weather conditions and natural disasters, political unrest and instability, and other factors impacting supply and demand pressures. Significant price increases for these supplies could adversely affect our operating profits. Current and future inflationary effects may be driven by, among other things, supply chain disruptions and governmental stimulus or fiscal policies. COVID-19, for example, has resulted in raw material price inflation as well as supply chain constraints and disruptions.

Any new native title claims asserted or recognized over the mine site may impact the ability to operate or result in higher than planned costs.

We are required under applicable local laws and regulations to seek authorizations and consents from Aboriginal and Torres Strait Islander peoples in relation to native title (where it has not been extinguished) and Aboriginal cultural heritage, including in connection with our operating, producing, exploration and development activities.

If native title is either determined to exist or there are registered, but undetermined, native title claims over any part of the tenements and native title has not otherwise been extinguished with respect to that part, we may be required to negotiate with, and pay compensation to, the native title holders for impairment, loss or diminution or other effect of the proposed activities on their native title rights and interests. Compensation obligations may also arise pursuant to agreements with native title claimants or native title holders in relation to any tenements the Group acquires. The existence of native title or a registered native title claim may preclude or delay the granting of exploration and mining tenements pending resolution of the statutory procedures imposed by the Native Title Act 1993 (Cth) and considerable expenses may be incurred in negotiating and resolving native title issues.

We cannot predict whether we will b

	ABOUT THIS PROXY STATEMENT/PROSPECTUS					1
	CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS					1
	FREQUENTLY USED TERMS					1
	CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS					8
	QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION					10
	SUMMARY OF THE PROXY STATEMENT/PROSPECTUS					28
	SELECTED HISTORICAL FINANCIAL DATA OF CMPL					53
	SELECTED HISTORICAL FINANCIAL DATA OF MAC					54
	RISK FACTORS					56
	THE EXTRAORDINARY GENERAL MEETING OF MAC SHAREHOLDERS					98
	THE BUSINESS COMBINATION PROPOSAL					106
	THE SHARE SALE AGREEMENT					134
	CERTAIN AGREEMENTS RELATED TO THE BUSINESS COMBINATION					146
	THE MERGER PROPOSAL					166
	THE GOVERNING DOCUMENTS PROPOSALS					167
	THE ADJOURNMENT PROPOSAL					173
	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION					174
	MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS					196
	CAYMAN ISLANDS TAX CONSIDERATIONS					205
	JERSEY TAX CONSIDERATIONS					206
	BUSINESS OF MAC					208
	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF MAC					221
	BUSINESS OF CMPL					239
	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CMPL					256
	COMPARATIVE SHARE INFORMATION					269
	CERTAIN MAC RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					270
	CERTAIN CMPL RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					274
	MANAGEMENT OF NEW MAC FOLLOWING THE BUSINESS COMBINATION					281
	EXECUTIVE COMPENSATION					291
	DESCRIPTION OF NEW MAC SHARE CAPITAL					302
	PRICE RANGE OF SECURITIES AND DIVIDENDS					327
	SHARES ELIGIBLE FOR FUTURE SALE					328
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					331
	ADDITIONAL INFORMATION					335
	WHERE YOU CAN FIND MORE INFORMATION					337
	INDEX TO FINANCIAL STATEMENTS					F-1
	PART II INFORMATION NOT REQUIRED IN PROSPECTUS					II-1

	Annex A – Share Sale Agreement					A-1
	Annex A-1 – Deed of Consent and Covenant					A-1-1

	Annex B – Form of Plan of Merger					B-1
	Annex C – Form of Amended and Restated Memorandum and Articles of Association of New MAC					C-1
	Annex D – Form of Amended and Restated Registration Rights Agreement					D-1
	Annex E – Form of Offtake Agreement					E-1
	Annex F – Form of Royalty Deed					F-1

	Year ended December 31 2022			For the period from March 11, 2021 (Inception) through December 31, 2021
Net cash used in
Operating activities		$	(2,899)		$	(1,040)
Investing activities			—			(265,148)
Financing activities			1,986			267,143
Increase/(decrease) in cash and cash equivalents		$	(913)		$	955