Metals Acquisition Corp Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 3rd, 2021 • Metals Acquisition Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 28, 2021, is made and entered into by and among Metals Acquisition Corp, a Cayman Islands exempted company (the “Company”), Green Mountain Metals LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

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METALS ACQUISITION CORP 25,000,000 Units UNDERWRITING AGREEMENT
Underwriting Agreement • August 3rd, 2021 • Metals Acquisition Corp • Blank checks • New York

Metals Acquisition Corp, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 25,000,000 units (the “Units”) of the Company (the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representative as used herein shall mean you, as the Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this underwriting agreement (this “Agreement”) and not otherwise defined a

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Metals Acquisition Corp 425 Houston Street, Suite 400 Fort Worth, TX 76102
Metals Acquisition Corp • July 12th, 2021 • Blank checks • Delaware

This agreement (this “Agreement”) is entered into on March 16, 2021 by and between Green Mountain Metals LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Metals Acquisition Corp, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to surrender and cancellation by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:

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FORM OF INDEMNITY AGREEMENT
Form of Indemnity Agreement • August 3rd, 2021 • Metals Acquisition Corp • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 28, 2021, by and between METALS ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • August 3rd, 2021 • Metals Acquisition Corp • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 28, 2021 by and between Metals Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

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METALS ACQUISITION CORP 25,000,000 Units UNDERWRITING AGREEMENT
Metals Acquisition Corp • July 12th, 2021 • Blank checks • New York

Metals Acquisition Corp, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 25,000,000 units (the “Units”) of the Company (the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representative as used herein shall mean you, as the Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this underwriting agreement (this “Agreement”) and not otherwise defined a

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • July 12th, 2021 • Metals Acquisition Corp • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Metals Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

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WARRANT AGREEMENT
Warrant Agreement • July 12th, 2021 • Metals Acquisition Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between Metals Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • August 3rd, 2021 • Metals Acquisition Corp • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 28, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Metals Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Green Mountain Metals LLC, a Cayman Islands limited liability company (the “Sponsor”).

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FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • April 17th, 2023 • Metals Acquisition Corp • Blank checks

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on April 14, 2023, by and among Metals Acquisition Limited, a private limited company newly incorporated under the laws of Jersey, Channel Islands (the Issuer”), Metals Acquisition Corp, a Cayman Islands exempted company (the “Company”), and the subscriber named on the signature page hereto (“Subscriber”).

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CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUBSCRIPTION AGREEMENT
Subscription Agreement • March 15th, 2023 • Metals Acquisition Corp • Blank checks

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 10 , 2023, by and among Metals Acquisition Limited, a private limited company newly incorporated under the laws of Jersey, Channel Islands (the “Issuer”), Metals Acquisition Corp., a Cayman Islands exempted company (the “Company”), Sprott Private Resource Lending II (Collector), LP ( “Equity Subscriber”) and Sprott Private Resource Lending II (Collector-2), LP (“Warrant Subscriber”).

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Metals Acquisition Corp. and Glencore Agree to Amend Terms of the CSA Mine Acquisition
Metals Acquisition Corp • November 30th, 2022 • Blank checks

· Definitive amendment to Sale and Purchase Amendment Agreement entered into with Glencore International AG (“Glencore”) for the acquisition of the CSA Copper Mine (“CSA”) in New South Wales, Australia

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Australian Branch) US$205,000,000 Term Loan Facility US$25,000,000 Revolving Loan Facility A$40,000,000 Letter of Credit Facility SYNDICATED FACILITY AGREEMENT dated 28 February 2023 for METALS ACQUISITION CORP. (AUSTRALIA) PTY LTD arranged by...
Agreement • March 2nd, 2023 • Metals Acquisition Corp • Blank checks • New South Wales
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CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
Certain Confidential Information • March 15th, 2023 • Metals Acquisition Corp • Blank checks • New South Wales

US$135,000,000 Mezzanine Debt Facility Loan Note Subscription Agreement Metals Acquisition Corp. (Australia) Pty Ltd Sprott Private Resource Lending II (Collector-2), LP Dated 10 March 2023

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WARRANT AGREEMENT
Warrant Agreement • August 3rd, 2021 • Metals Acquisition Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 28, 2021, is by and between Metals Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).

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Metals Acquisition Corp to acquire CSA Mine from Glencore plc
Metals Acquisition Corp • March 17th, 2022 • Blank checks

Glencore plc (Glencore) and Metals Acquisition Corp (MAC) have entered into a binding agreement for the sale and purchase of Glencore’s CSA copper mine in New South Wales, Australia.

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CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED OSISKO BERMUDA LIMITED and METALS ACQUISITION CORP...
Silver Purchase Agreement • March 22nd, 2023 • Metals Acquisition Corp • Blank checks • New South Wales

THIS SILVER PURCHASE AGREEMENT dated as of March 16, 2023 (the “Signing Date”) between OSISKO BERMUDA LIMITED, an exempted company existing under the laws of Bermuda, as purchaser, METALS ACQUISITION LIMITED, a company incorporated under the laws of Jersey, as seller, METALS ACQUISITION CORP, a Cayman Islands exempted company, as seller, METALS ACQUISITION CORP. (AUSTRALIA) PTY LTD (ACN 657 799 758), a company existing under the laws of Australia, as a seller psa entity, and each other Person who from time to time accedes to this Agreement as a Seller PSA Entity.

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Metals Acquisition Corp Suite 400 Fort Worth, TX 76102 Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • August 3rd, 2021 • Metals Acquisition Corp • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Metals Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets, Inc. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and p

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Metals Acquisition Corp. to Acquire the CSA Copper Mine from Glencore
Metals Acquisition Corp • March 17th, 2022 • Blank checks

• Definitive sale and purchase agreement entered into with Glencore Operations Australia Pty Limited, a wholly-owned subsidiary of Glencore plc (“Glencore”), for the acquisition of the CSA Copper Mine (“CSA” or “CSA Copper Mine”) in New South Wales, Australia

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Glencore plc Baar, Switzerland
Metals Acquisition Corp • November 23rd, 2022 • Blank checks
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CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED OSISKO BERMUDA LIMITED and METALS ACQUISITION CORP...
Copper Purchase Agreement • March 22nd, 2023 • Metals Acquisition Corp • Blank checks • New South Wales

THIS COPPER PURCHASE AGREEMENT dated as of March 20, 2023 (the “Signing Date”) between OSISKO BERMUDA LIMITED, an exempted company existing under the laws of Bermuda, as purchaser, METALS ACQUISITION LIMITED, a company incorporated under the laws of Jersey, as seller, METALS ACQUISITION CORP, a Cayman Islands exempted company, as seller, METALS ACQUISITION CORP. (AUSTRALIA) PTY LTD (ACN 657 799 758), a company existing under the laws of Australia, as a seller psa entity, and each other Person who from time to time accedes to this Agreement as a Seller PSA Entity.

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Metals Acquisition Corp Suite 400 Fort Worth, TX 76102 Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • July 12th, 2021 • Metals Acquisition Corp • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Metals Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets, Inc. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and p

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