425

Filed by Metals Acquisition Limited

This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Metals Acquisition Corp

Commission File Number: 001-40685

Date: May 26, 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT 

Pursuant to Section 13 or 15(d) 
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 26, 2023

METALS ACQUISITION CORP

(Exact name of registrant as specified in its charter)

Cayman Islands	001-40685	98-1589041
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Century House, Ground Floor

Cricket Square, P.O. Box 2238

Grand Cayman KY1-1107, Cayman Islands

(Address of principal executive offices, including zip code)

 Registrant’s telephone number, including area code: (817) 698-9901

Not Applicable 

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant	MTAL.U	New York Stock Exchange LLC
Class A ordinary shares included as part of the units	MTAL	New York Stock Exchange LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	MTAL WS	New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, 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 13(a) of the Exchange Act. ¨

INTRODUCTORY NOTE

As previously disclosed by Metals Acquisition Corp (“MAC”) in the Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2022, November 28, 2022, and on April 21, 2023 Metals Acquisition Corp (“MAC”), Metals Acquisition Corp (Australia) Pty Ltd, an Australian private company and wholly-owned subsidiary of MAC (“MAC-Sub”), Metals Acquisition Limited, a private limited company newly incorporated under the laws of Jersey, Channel Islands (“MAC Limited”), and Glencore Operations Australia Pty Limited (“Glencore”) entered into a Share Sale Agreement (as amended by the Deed of Consent and Covenant, dated as of November 22, 2022, as supplemented by the CMPL Share Sale Agreement Side Letter, dated as of April 21, 2023, and as may be further amended, supplemented, or otherwise modified from time to time, the “Share Sale Agreement”). Pursuant to the terms of the Share Sale Agreement, 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 mine (the “CSA Mine”) in Cobar, New South Wales, Australia (the “CSA Mine”), and consummate the transactions contemplated thereby (collectively, the “Business Combination”).

In connection with the Business Combination, on May 11, 2023, MAC Limited filed its definitive proxy statement/prospectus (the “Proxy Statement/Prospectus”) with the Securities and Exchange Commission (the “SEC”) regarding the Business Combination.

This Current Report on Form 8-K supplements the Proxy Statement/Prospectus in which MAC Limited disclosed, among other items, the details of the proposed Business Combination. This Current Report on 8-K is being filed to include the financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operation (the “MD&A”) of MAC and CMPL for the three months ended March 31, 2023, including pro forma financial statements as of such time period.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

For additional information on the proposed Business Combination, see the relevant materials that MAC has filed with the Securities and Exchange Commission (the “SEC”), including a registration statement on Form F-4, which includes the Proxy Statement/Prospectus of MAC. MAC's shareholders and other interested persons are advised to read the definitive proxy statement/prospectus filed with the SEC in connection with the proposed Business Combination, as these materials contain important information about the CSA Mine, MAC, New MAC and the proposed Business Combination. MAC has mailed the definitive proxy statement/prospectus and other relevant materials to shareholders of MAC as of May 5, 2023, the record date for voting on, among other things, the proposed Business Combination. Shareholders are also able to obtain copies of the definitive proxy statement/prospectus, and other documents filed with the SEC, without charge at the SEC's website at www.sec.gov. The information contained on, or that may be accessed through, the websites referenced in this communication is not incorporated by reference into, and is not a part of, this communication.

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K includes “forward-looking statements.” MAC’s actual results may differ from expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, MAC’s expectations with respect to future performance of the CSA Mine and anticipated financial impacts and other effects of the proposed business combination, the satisfaction of the closing conditions to the proposed transaction and the timing of the completion of the proposed transaction. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside MAC’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the occurrence of any event, change, or other circumstances that could give rise to the termination of the Share Sale Agreement; the outcome of any legal proceedings that may be instituted against MAC following the announcement 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 (the “Share Sale Agreement”); the inability to complete the proposed transaction, including due to failure to obtain financing, approval of the shareholders of MAC, certain regulatory approvals, or satisfy other conditions to closing in the Share Sale Agreement; the occurrence of any event, change, or other circumstance that could give rise to the termination of the Share Sale Agreement, or could otherwise cause the transaction to fail to close MAC’s inability to secure the expecting financing for the consideration under the Share Sale Agreement; the inability to obtain or maintain the listing of MAC’s shares following the proposed transaction; the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things; the supply and demand for copper; the future price of copper; the timing and amount of estimated future production, costs of production, capital expenditures and requirements for additional capital; cash flow provided by operating activities; unanticipated reclamation expenses; claims and limitations on insurance coverage; the uncertainty in mineral resource estimates; the uncertainty in geological, metallurgical and geotechnical studies and opinions; infrastructure risks; and dependence on key management personnel and executive officers; and other risks and uncertainties indicated from time to time in the final prospectus of MAC for its initial public offering and the definitive proxy statements/prospectus relating to the proposed business combination that MAC filed with the SEC, including those under “Risk Factors” therein, and in MAC’s other filings with the SEC. MAC cautions that the foregoing list of factors is not exclusive. MAC cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. MAC does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.

More information on potential factors that could affect MAC’s or CSA Mine’s financial results is included from time to time in MAC’s public reports filed with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K as well as the preliminary and the definitive proxy statements MAC intends to file with the SEC in connection with MAC’s solicitation of proxies for the meeting of stockholders to be held to approve, among other things, the proposed business combination. If any of these risks materialize or MAC’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that MAC does not presently know, or that MAC currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect MAC’s expectations, plans or forecasts of future events and views as of the date of this communication. MAC anticipates that subsequent events and developments will cause its assessments to change. However, while MAC may elect to update these forward-looking statements at some point in the future, MAC specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing MAC’s assessment as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

NO OFFER OR SOLICITATION

This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Item 8.01. Other Events.

(a) Financial statements of businesses acquired.

The unaudited consolidated financial statements of MAC for the three months ended March 31, 2023, as well as the MD&A of MAC for the three months ended March 31, 2023, are attached hereto as Exhibit 99.1.

The unaudited consolidated financial statements of CMPL for the three months ended March 31, 2023, as well as the MD&A of CMPL for the three months ended March 31, 2023 are attached hereto as Exhibit 99.2.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information as of March 31, 2023 and for the three months ended March 31, 2023 is attached hereto as Exhibit 99.3.

(d) Exhibits.

Exhibit Number	Description
99.1	Unaudited consolidated financial statements of MAC for the three months ended March 31, 2023 followed by Management’s Discussion and Analysis of Financial Condition and Results of Operation of MAC for the three months ended March 31, 2023.
99.2	Unaudited interim condensed financial statements of CMPL for the three months ended March 31, 2023 followed by Management’s Discussion and Analysis of Financial Condition and Results of Operation of CMPL for the three months ended March 31, 2023.
99.3	Unaudited pro forma condensed combined financial information as of March 31, 2023 and for the three months ended March 31, 2023.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Metals Acquisition Corp
Date: May 26, 2023	By:	/s/ Michael James McMullen
		Name: Michael James McMullen
		Title: Chief Executive Officer

EX-99.1

Exhibit 99.1

METALS ACQUISITION CORP

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2023			December 31, 2022
	(Unaudited)
Assets
Current assets:
Cash	$	35,075		$	42,314
Other receivable		65,061			53,200
Prepaid expenses		192,520			201,275
Total current assets		292,656			296,789
Marketable securities held in Trust Account		271,757,366			268,908,716
Deferred financing costs		1,598,459			985,760
Total Assets	$	273,648,481		$	270,191,265
Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit
Accrued expenses and accounts payable	$	2,078,202		$	927,261
Due to related party		22,570			—
Deferred liabilities		10,260,573			7,239,473
Deferred underwriting discount		9,280,173			9,280,173
Promissory note – related party		1,459,594			786,096
Total current liabilities		23,101,112			18,233,003
Warrant liability		10,992,098			7,442,633
Total Liabilities		34,093,210			25,675,636
Commitments and Contingencies (Note 7)
Class A ordinary shares subject to possible redemption, 26,514,780 shares at redemption value of $10.25 and $10.14 per share as of March 31, 2023 and December 31, 2022, respectively		271,757,366			268,908,716
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding (excluding 26,514,780 shares subject to possible redemption)		—			—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,628,695 shares issued and outstanding		663			663
Additional paid-in capital		—			—
Accumulated deficit		(32,202,758	)		(24,393,750	)
Total Shareholders’ Deficit		(32,202,095	)		(24,393,087	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	273,648,481		$	270,191,265

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

METALS ACQUISITION CORP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended
	March 31,
	2023			2022
Operating and formation costs	$	1,203,610		$	1,369,159
Acquisition costs		3,383,270			—
Loss from operations		(4,586,880	)		(1,369,159	)
Other expense:
Change in fair value of warrants		(3,447,505	)		(4,496,199	)
Change in foreign exchange		626			—
Trust interest income		2,848,650			17,414
Interest expense		(40,842	)		—
Bank fee		(1,191	)		(869	)
Total Other expense, net		(640,262	)		(4,479,654	)
Net loss	$	(5,227,142	)	$	(5,848,813	)
Basic and diluted weighted average Class A shares outstanding, ordinary shares subject to possible redemption		26,514,780			26,514,780
Basic and diluted net loss per share, Class A ordinary shares (as revised)(1)	$	0.11		$	—
Basic and diluted weighted average Class B ordinary shares outstanding		6,628,695			6,628,695
Basic and diluted net loss per share, Class B ordinary shares (as revised)(1)	$	(1.22	)	$	(0.88	)

(1) Net loss per share for the three months ended March 31, 2022 for Class A Ordinary Shares and Class B Ordinary Shares have been revised to conform with current period presentation (See Note 2).

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

METALS ACQUISITION CORP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’
DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2023

	Class A				Class B				Additional						Total
	Ordinary Shares				Ordinary Shares				Paid-In			Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance as of January 1, 2023		—	$	—		6,628,695	$	663	$	—		$	(24,393,750	)	$	(24,393,087	)
Remeasurement of Class A ordinary shares subject to possible redemption		—		—		—		—		(266,784	)		(2,581,866	)		(2,848,650	)
Contribution of conversion price in excess of fair value of warrants		—		—		—		—		198,040			—			198,040
Amount in excess of the face value over the present value on related party promissory note		—		—		—		—		68,744			—			68,744
Net loss		—		—		—		—		—			(5,227,142	)		(5,227,142	)
Balance as of March 31, 2023		—	$	—		6,628,695	$	663	$	—		$	(32,202,758	)	$	(32,202,095	)

FOR THE THREE MONTHS ENDED MARCH 31, 2022

	Class A				Class B				Additional
	Ordinary Shares				Ordinary Shares				Paid-In		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of January 1, 2022		—	$	—		6,628,695	$	663	$	—	$	(16,835,266	)	$	(16,834,603	)
Remeasurement of Class A ordinary shares subject to possible redemption		—		—		—		—		—		(25,233	)		(25,233	)
Net loss		—		—		—		—		—		(5,848,813	)		(5,848,813	)
Balance as of March 31, 2022		—	$	—		6,628,695	$	663	$	—	$	(22,709,312	)	$	(22,708,649	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

METALS ACQUISITION CORP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the			For the
	Three Months			Three Months
	Ended			Ended
	March 31, 2023			March 31, 2022
Cash flows from Operating Activities:
Net loss	$	(5,227,142	)	$	(5,848,813	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(2,848,650	)		(17,414	)
Change in fair value of warrants		3,447,505			4,496,199
Interest expense		40,842			—
Changes in operating assets and liabilities:
Prepaid expenses		8,755			22,996
Other receivable		(11,861	)		—
Accrued expenses and accounts payable		538,242			768,735
Due to related party		22,570			—
Deferred liabilities		3,021,100			—
Net cash used in operating activities		(1,008,639	)		(578,297	)
Cash flows from Financing Activities:
Proceeds from promissory note - related party		701,400			—
Proceeds from convertible promissory note – related party		300,000			—
Net cash provided by financing activities		1,001,400			—
Net change in cash		(7,239	)		(578,297	)
Cash, beginning of the period		42,314			954,974
Cash, end of the period	$	35,075		$	376,677
Supplemental disclosure of noncash investing and financing activities:
Remeasurement of Class A ordinary shares subject to possible redemption	$	2,848,650		$	25,233
Private warrants issued upon conversion of related party promissory note	$	101,960		$	—
Deferred financing costs included in accrued expenses	$	947,037		$	—
Capital contributed on settlement of related party note	$	198,040		$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

METALS ACQUISITION CORP

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Organization and Business Operations and Going Concern and Management’s Plan

Metals Acquisition Corp (together with its consolidated subsidiaries, except as the context otherwise requires, the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on March 11, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). On March 4, 2022, a wholly owned subsidiary, Metals Acquisition Corp. (Australia) Pty Ltd (“MAC-Sub”) was incorporated under the Australian Corporations Act 2001 and registered in New South Wales for the purposes of an initial Business Acquisition.

As of March 31, 2023, the Company had not commenced any operations. All activity for the period from March 11, 2021 (inception) through March 31, 2023, relates to the Company’s formation, operating costs, and the initial public offering (the “IPO”), described below and activities related to seeking an acquisition target. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments in the trust account derived from the IPO. The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is Green Mountain Metals LLC, a Cayman Islands limited liability company (the “Sponsor”).

The registration statement for the Company’s IPO was declared effective on July 28, 2021 (the “Effective Date”). On August 2, 2021, the Company consummated its IPO of 25,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant of the Company (“Warrant”), each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $250,000,000, which is discussed in Note 3.

Simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 5,333,333 warrants (the “Private Placement Warrants”) to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $8,000,000. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of such warrants) are not transferable, assignable or salable until 30 days after the completion of the initial Business Combination. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants are redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO.

The underwriter had a 45-day option from the date of the Company’s IPO (August 2, 2021) to purchase up to an additional 3,750,000 Units to cover over-allotments, if any. On September 3, 2021, the Underwriter partially exercised the over-allotment option to purchase an additional 1,514,780 Units (the “Over-Allotment Units”) generating aggregate gross proceeds of $15,147,800 and incurring $302,956 in cash underwriting fees (see Notes 3 and 8) and $530,173 in deferred underwriting fees.

Simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the private placement with the Sponsor for an aggregate of 201,971 warrants to purchase Class A Ordinary Shares for $1.50 per warrant in a private placement with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment (the “Additional Private Placement Warrants”), generating total proceeds of $302,956 (the “Private Placement Proceeds” and, together with the Option Unit Proceeds, the “Proceeds”) (see Note 5).

On September 16, 2021, the remaining amounts under the over-allotment option expired unused and 558,805 Class B ordinary shares were forfeited by the Sponsor to the Company for no consideration.

The Additional Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of such warrants) are not transferable, assignable or salable until 30 days after the completion of the initial Business Combination. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants are redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO.

Certain qualified institutional buyers or institutional accredited investors who are unaffiliated with the management team (“Anchor Investors”) purchased a total of 19,575,000 Units or 78.3% of the outstanding Units following the IPO (assuming no exercise of the over-allotment option). After the exercise of the Underwriter’s over-allotment option, the percentage purchased by Anchor Investors has decreased from 78.3% to 73.8%.

In addition, the Sponsor sold membership interests representing an aggregate of 1,272,500 founder shares to all Anchor Investors combined in the Sponsor, that will convert on a one-to-one basis into common shares in New MAC upon the Proposed Business Combination.

The Company estimated the aggregate fair value of these founder shares attributable to Anchor Investors via their purchase of the membership interest to be $11,107,653, or $8.73 per share. The founder shares purchased by the Anchor Investors represent a capital contribution by the Sponsor for the benefit of the Company and are recorded as offering costs and reflected as a reduction in the proceeds from the offering and offering expenses in accordance with ASC 470 and Staff Accounting Bulletin Topic 5A.

As the IPO included two instruments, Class A ordinary shares and warrants, and as the warrants are classified as a financial liability, it was necessary to allocate the gross proceeds between Class A ordinary shares and warrants. The Company adopted the residual method to allocate the gross proceeds between Class A ordinary shares and warrants based on their relative fair values. The gross proceeds were first allocated to the fair value of the warrants and the residual amount was then allocated to Class A ordinary shares. The percentage derived from this allocation was then used to allocate deferred offering costs between Class A ordinary shares and warrants. Issuance costs of $1,984,130 were allocated to the warrants and charged to the Company’s current period statement of operations.

The purchase of 78.3% in aggregate of the Units sold in the IPO, or 19,575,000 Units and the sales of membership interest by the Sponsor are hereby referred to as the “Anchor Investment.”

Transaction costs of the IPO amounted to $26,713,571 consisting of $5,302,956 of underwriting discounts, $9,280,173 of deferred underwriting discounts, fair value in the Anchor Investor shares of $11,107,653, and $1,022,789 of other offering costs. Of the transaction costs, $1,984,130 is included in other expenses and $24,729,441 is included in temporary equity.

A total of $265,147,800 was placed in a U.S.-based trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee, upon closing of the IPO and the underwriter partially exercising its over-allotment option.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions).

The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts previously disbursed to management for working capital purposes, if permitted, and excluding the amount of deferred underwriting discounts and commissions held in trust) at the time of signing an agreement to enter a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for so that the Company is not required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

The net proceeds from the initial public offering are held in a trust account and are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the Company’s amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a (A) shareholder vote to amend the Company’s amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 24 months from the closing of the IPO, or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial Business Combination activity, and (c) the redemption of the public shares if the Company has not consummated the initial Business Combination within 24 months from the closing of the IPO. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within 24 months from the closing of the IPO, with respect to such Class A ordinary shares so redeemed.

The Company will provide the public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirements. The public shareholders are entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share 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 initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein.

The ordinary shares subject to redemption are recorded at redemption value and have been classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

The Company will have only 24 months from the closing of the IPO (the “Combination Period”) to complete the initial Business Combination. If the Company has not completed the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten 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 on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold, (ii) to waive their redemption rights with respect to any founder shares and any public shares purchased during or after the IPO in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period, or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails to consummate the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period).

The Company’s Sponsor has agreed it will be liable to the Company if and to the extent any claims by a third party (excluding the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay its tax obligations, provided that such liability will not apply to any claims by a third party or prospective partner business who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be liable for such third-party claims. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Accordingly, the Sponsor may not be able to satisfy those obligations.

On March 17, 2022, the Company and Glencore Operations Australia Pty Limited (“Glencore”) entered into a Share Sale Agreement (the “SSA”).

Under the terms of the SSA, MAC-Sub will acquire from Glencore 100% of the issued share capital of Cobar Management Pty. Limited (“CMPL”) (the acquisition of CMPL and the CSA mine (as defined herein) from Glencore, the “Proposed Business Combination”). CMPL owns and operates the Cornish, Scottish and Australian mine (the “CSA Mine”) in Cobar, New South Wales, Australia.

Under the original terms of the SSA, in consideration for the acquisition of CMPL, the Company and MAC-Sub will: (a) pay $1,050,000,000 to Glencore (subject to a customary closing accounts adjustments to reflect the working capital, net debt and tax liabilities of CMPL at the time of closing under the SSA (the “Closing”)), (b) issue $50,000,000 (5,000,000 shares) worth of MAC Class A ordinary shares, $0.0001 par value to Glencore, and (c) enter into a net smelter royalty pursuant to which after the Closing, CMPL will pay to Glencore a royalty of 1.5% of all net smelter copper concentrate produced from the mining tenure held by CMPL at the time of the Closing.

The business combination has been approved by the boards of directors of the Company and Glencore.

On November 22, 2022, the Company, MAC-Sub and Metals Acquisition Limited (“MAC Limited”) entered into a Deed of Consent and Covenant with Glencore to amend the SSA (the “Amendment”). Pursuant to the Amendment, the parties thereto agreed to (i) permit the Company to undertake a re-domiciliation whereby the Company will be merged with and into MAC Limited, with MAC Limited continuing as the surviving company (“New MAC”) and (ii) amend the consideration payable to Glencore in connection with the acquisition of the CSA Mine whereby the Company and MAC-Sub will:

(a)	Pay at least $775 million in cash (with the potential to be scaled up to $875 million depending on equity demand) to Glencore (subject to 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 Closing;
(b)	Issue up to 10,000,000 ordinary shares of New MAC (the “New MAC Ordinary Shares”) at the Closing (the “Rollover Shares”) to Glencore (having a value of up to $100,000,000) with Glencore having the option to scale down the amount to $0 subject to MAC raising sufficient equity (with any scale-back to be reflected in the upfront cash payment scale-up, as set forth in subsection (a));

(c) Pay $75 million in a deferred cash payment on the following terms:

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

(ii) the unpaid balance of the $75 million will accrue interest at a rate equivalent to what New MAC pays on its mezzanine subordinated term loan, set at SOFR plus a variable margin of 8-12% (which will be determined by reference to prevailing copper prices); and

(iii) any residual (up to the $75 million plus applicable interest) not paid in cash by the date that is twelve (12) months after the Closing will be settled on the next business day through the issuance of additional New MAC Ordinary Shares at a 30% discount to the 20-trading day VWAP before the issuance (“Equity Conversion Date”). If New MAC is listed on more than one exchange, the VWAP will be calculated by reference to the exchange with the largest volume (US$ 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;

(d) Pay $150 million in cash structured as two contingent payments ($75 million each) that are unsecured, fully subordinated and payable if, over the life of the CSA Mine, the average daily London Metal Exchange closing price is greater than:

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

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

The First Contingent Payment and the Second Contingent 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 Payment and/or Second Contingent Payment has been triggered but not paid during the first three years post-Closing;

(e) Enter into a Royalty Deed and Offtake Agreement as previously disclosed in the SSA; and

(f) Grant Glencore the right to appoint one (1) director to the New MAC board of directors for every 10% of New MAC Ordinary Shares that Glencore beneficially owns.

On February 28, 2023, MAC-Sub, the Company and New MAC, as guarantors, entered into a syndicated facility agreement with Citibank, N.A., Sydney Branch, Bank of Montreal, Harris Bank N.A., The Bank of Nova Scotia, Australian Branch, and National Bank of Canada (collectively, the “Senior Lenders”) and Citisecurities Limited, as agent for the Senior Lenders, to provide a senior syndicate loan facility to finance, in part, the Proposed Business Combination. The Senior Syndicated Facility provides amongst other facilities, a US$205 million acquisition term loan that can be used to fund in part the Business Combination Consideration.

On March 10, 2023, MAC-Sub, the Company and MAC Limited, as guarantors, entered into a mezzanine debt facility loan note subscription agreement (the “Mezz Facility”) with Sprott Private Resource Lending II (Collector-2), LP, (the “Lender”) and Sprott Resource Lending Corp., as agent and security trustee for the Lender, to provide a mezzanine loan facility of US$135,000,000 to finance, in part, the Proposed Business Combination.

On April 14, 2023, the Company, 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 ordinary shares, par value $0.0001 per share, of the Issuer (the “Subscribed Shares”) at a purchase price of $10.00 per share, for an aggregate purchase price of $113,625,060 in a private placement or placements (the “Private Placements”) to be consummated immediately prior to or substantially concurrently with the consummation of the Proposed Business Combination. The obligations of the parties to consummate the transactions contemplated by the Subscription Agreements shall be contingent upon, among other things, customary closing conditions and the consummation of the Proposed Business Combination.

The Subscription Agreements will terminate upon the earlier of (i) such date and time as the Share Sale Agreement is terminated in accordance with its terms, (ii) upon the mutual written agreement of the Company and Subscriber to terminate the Subscription Agreements, or (iii) August 2, 2023.

Michael James McMullen, Chief Executive Officer and a member of the board of directors of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $1,500,000. Katherine Crouse, spouse of Marthinus J. Crouse, Chief Financial Officer of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $250,000. Patrice Ellen Merrin, director of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $50,000.

In connection with the Subscription Agreements, Green Mountain Metals, LLC, the Company’s sponsor, agreed to transfer an aggregate of 517,500 shares of Class B common stock (Founder Shares converted to ordinary common stock on closing of the Proposed Business Combination) of the Company that it currently holds to certain investors who agreed to subscribe for a significant number of Subscribed Shares.

Going Concern and Management’s Plan

As of March 31, 2023, the Company had $35,075 of cash and a working capital deficit of $22,808,456.

The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Until the consummation of the Business Combination, the Company will be using the funds not held in the Trust Account.

On April 13, 2022, the Company issued an unsecured promissory note (the “2022 Sponsor Convertible Note”) to the Sponsor pursuant to which the Company could borrow up to $1,200,000 from the Sponsor for working capital needs, including transaction costs reasonably related to the consummation of the Proposed Business Combination (Refer to Note 5). On May 6, 2022, the Company borrowed $1,200,000 under the 2022 Sponsor Convertible Note. On May 24, 2022, the Sponsor exercised its option to convert the issued and outstanding loan amount of $1,200,000 under the 2022 Sponsor Convertible Note resulting in the issuance of 800,000 private placement warrants to the Sponsor, fully satisfying the Company’s obligation under the 2022 Sponsor Convertible Note.

On October 25, 2022, the Company issued an unsecured non-convertible promissory note (the “October 2022 Note”) to the Sponsor pursuant to which the Company may borrow up to $300,000 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The October 2022 Note bears no interest and all unpaid principal under the note will be due and payable in full up to the earlier of (1) August 2, 2023 and (ii) the acquisition of the Cornish, Scottish and Australian Mine in the Company’s Proposed Business Combination. As of March 31, 2023, $300,000 was outstanding under the October 2022 Note.

On December 21, 2022, the Company issued an unsecured non-convertible promissory note (the “December 2022 Note”) to the Sponsor pursuant to which the Company may borrow up to $1,254,533 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The December Note bears no interest and all unpaid principal under the Note will be due and payable in full up the earlier of (i) August 2, 2023, and (ii) the acquisition of the Cornish, Scottish and Australian Mine in the Company’s Proposed Business Combination. As of March 31, 2023, $1,187,496 was outstanding under the December 2022 Note.

On January 9, 2023, the Company issued an unsecured promissory note (the “2023 Sponsor Convertible Note”) to the Sponsor pursuant to which the Company borrowed $300,000 from the Sponsor for transaction costs reasonably related to the consummation of the Proposed Business Combination. Concurrently upon the issuance of the 2023 Sponsor Convertible Note, the Sponsor exercised its option to convert the issued and outstanding loan amount of $300,000 resulting in the issuance of 200,000 private placement warrants to the Sponsor, fully satisfying the Company’s obligation under the 2023 Sponsor Convertible Note.

On March 31, 2023, the Company issued an unsecured non-convertible promissory note (the “March 2023 Note”) to the Sponsor pursuant to which the Company may borrow up to $339,877 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The March 2023 Note bears no interest and all unpaid principal under the Note will be due and payable in full up the earlier of (i) August 2, 2023 and (ii) the acquisition of the Cornish, Scottish and Australian Mine (“CSA Mine”) in the Company’s business combination. As of March 31, 2023 there was no balance outstanding under the March 31, 2023 Note.

In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB’s”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until August 2, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and the Company’s stockholders have not approved an extension by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that, should a Business Combination not occur, and an extension not be approved by the stockholders of the Company, the potential for mandatory liquidation and dissolution raises substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 2, 2023. The Company intends to continue to complete a Business Combination before the mandatory liquidation date. The Company is within 5 months of its mandatory liquidation date as of the time of filing of this Report.

Risks and Uncertainties

Results of operations and the Company’s ability to complete the Proposed Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. The business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination. Per the Going Concern note above, the Company intends to continue to complete the Proposed Business Combination before the mandatory liquidation date of August 2, 2023. However, the Company is within 5 months of its mandatory liquidation date as of the time of filing of this Report and without an extension it is highly unlikely that a different business combination would be consummated if the Proposed Business Combination failed.

The condition precedent satisfaction date under the Share Sale Agreement (as amended) for the Proposed Business Combination is April 28, 2023 (“CP Date”). If all conditions precedent are not satisfied or waived by the CP Date and the parties don’t mutually agree an extension in writing, then both the Company and Glencore have the option to unilaterally elect to terminate the Share Sale Agreement. In the event the conditions precedent are not satisfied or waived in full by the CP Date and neither party elects to terminate, then the Share Sale Agreement remains binding on both parties until such date as one party elects to exercise its option to terminate

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on March 24, 2023. The interim results for the three months ended March 31, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future interim periods.

The condensed consolidated financial statements include the accounts of a wholly-owned subsidiary Metals Acquisition Corp. (Australia) Pty Ltd (“MAC-Sub”), a private company incorporated in Australia.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. MAC-Sub was solely incorporated for the purpose of the Proposed Business Combination and was dormant for 2022. Intercompany transactions for the period ended March 31, 2023 were eliminated upon consolidation.

Revision of Prior Year Presentation

Certain prior year amounts have been revised to conform to the current year presentation. These revisions had no effect on the reported results of operations. A revision has been made to the Statement of Operations for March 31, 2022, to revise the earnings per share for Class A Ordinary Shares and Class B Ordinary Shares to conform to the current year calculation in applying the two class method.

Emerging Growth Company Status

The Company is 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”). The Company 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and qualifying for exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 that any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, 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 the Company’s unaudited condensed consolidated 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.

Use of Estimates

The preparation of these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company had $35,075 and $42,314 of cash as of March 31, 2023 and December 31, 2022. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2023 and December 31, 2022.

Investments Held in Trust Account

At March 31, 2023 and December 31, 2022, funds held in the Trust Account included $271,757,366 and $268,908,716 of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below).

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. As of March 31, 2023 and December 31, 2022, the Company has not experienced losses on this account.

The Investments Held in the Trust Account are invested in J.P. Morgan money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Treasury bonds are considered low-risk investments that are generally risk-free when held to maturity, since being fully backed by the U.S. government makes the risk of default extremely low.

Convertible Debt

The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments.

The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense.

Debt Financing Costs

The Company complies with the requirements of ASC 835-30-45-1A with respect to debt financing costs. Debt financing costs consist principally of legal and professional fees incurred through the balance sheet date that are directly related to the procurement of the Senior Syndicated Facility and the Mezz Facility. Debt financing costs incurred prior to the closing of the related debt instrument are capitalized and reported in the balance sheet as a long-term deferred asset until the closing of the related debt instrument at which time the accumulated debt financing costs are capitalized to the debt instrument as previously discussed. As of March 31, 2023 and December 31, 2022, $1,598,459 and $985,760, respectively, were capitalized and are included in deferred financing costs on the condensed consolidated balance sheets. On February 28, 2023 and March 10, 2023, the Company closed the Senior Syndicated Facility and the Mezz Facility respectively – Refer to Note 6.

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to shareholders’ deficit or the consolidated statement of operations based on the relative value of the Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, as of December 31, 2021, offering costs totaling $26,713,571 (consisting of $5,302,956 of underwriting fees, $9,280,173 of deferred underwriting fees, $11,107,653 of fair value of founder shares sold to Anchor Investors, and $1,022,789 of other offering costs) were recognized. Of the $26,713,571 offering costs $1,984,130 were allocated to the Public and Private Warrants and included in other expenses for the period and $24,729,441 included in temporary equity. There were no offering costs incurred for the three months ended March 31, 2023.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” The Company’s derivative instruments are recorded at fair value as of the IPO (August 2, 2021) and re-valued at each reporting date, with changes in the fair value reported in the consolidated statement of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are derivative instruments. As the warrants meet the definition of a derivative, the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the consolidated statement of operations in the period of change.

Warrant Instruments

The Company accounts for the 13,666,666 warrants issued in connection with the IPO and Private Placement and the additional 504,927 public warrants and 201,971 private placement warrants associated with the exercise of the over-allotment, in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” under which the warrants do not meet the criteria for equity treatment and must, thereby, be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjusts the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s consolidated statements of operations. The fair value of warrants will be estimated using observable market inputs. The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period.

Fair Value Measurements

Fair value is defined as the price that would be received for the sale of an asset that would be paid for the transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s deficit. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets.

All of the Class A ordinary share sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent equity.

If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial carrying amount to redemption book value and subsequently adjusted the redemption book value as of the IPO date for the earnings in the Trust Account. The change in the carrying value of redeemable ordinary share resulted in charges against additional paid-in capital and accumulated deficit. The carrying amount of ordinary shares subject to possible redemption excludes any potential reduction for up to $100,000 of funds held in trust that the Company may use to fund liquidation expenses. The Company will reduce the carrying amount of temporary equity for the availability of these funds only in the event that the Company’s liquidation becomes probable.

As of March 31, 2023 and December 31, 2022, the ordinary shares subject to possible redemption reflected on the consolidated balance sheets are reconciled in the following table:

Gross proceeds from IPO	$	265,147,800
Less:
Proceeds allocated to Public Warrants, net of offering costs		(14,052,833	)
Ordinary share issuance costs		(24,729,441	)
Plus:
Remeasurement adjustment of carrying value to redemption value		42,543,190
Ordinary shares subject to possible redemption as of December 31, 2022		268,908,716
Plus:
Remeasurement adjustment of carrying value to redemption value		2,848,650
Ordinary shares subject to possible redemption as of March 31, 2023	$	271,757,366

Net (Loss) Income Per Share

The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. In applying the two-class method, net income is shared pro rata between the two classes of shares whereas net losses, after adjustment for Trust income, are allocated solely to Class B ordinary shares, as Class A ordinary shares have no obligation to fund losses nor is their redemption feature reduced as a result of losses. Private and public warrants to purchase 14,373,564 Class A ordinary shares at $11.50 per share were issued on August 2, 2021, and September 3, 2021. On May 24, 2022, the Sponsor exercised its option to convert the issued and outstanding loan amount of $1,200,000 under the 2022 Sponsor Convertible Note, resulting in the issuance of 800,000 private placement warrants to the Sponsor. On January 9, 2023, the Sponsor exercised its option to convert the issued and outstanding loan amount of $300,000 under the 2023 Sponsor Convertible Note, resulting in the issuance of 200,000 private placement warrants to the Sponsor. Each private placement warrant entitles the Sponsor to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. The calculation of diluted (loss) income per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, or (iii) Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the periods.

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):

	Three Months Ended					Three Months Ended
	March 31, 2023					March 31, 2022 (1)
	Class A		Class B			Class A		Class B
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss	$	2,848,650	$	(8,075,792	)	$	17,415	$	(5,866,228	)
Denominator:
Weighted average shares outstanding		26,514,780		6,628,695			26,514,780		6,628,695
Basic and diluted net income/(loss) per ordinary share	$	0.11	$	(1.22	)	$	—	$	(0.88	)

(1) Net loss per share for the three months ended March 31, 2022 for Class A Ordinary Shares and Class B Ordinary Shares have been revised to conform with current period presentation (See Note 2).

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months.

The Company is considered to be an exempted Cayman Islands company with connection to Australia via MAC-Sub as a taxable jurisdiction. MAC-Sub is dormant and the Company is therefore presently not subject to income taxes or income tax filing requirements in the Cayman Islands, United States or Australia. As such, the Company’s tax provision was zero for the period presented.

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt -- Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts on an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on August 2, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements.

Note 3 — Initial Public Offering

Units

On August 2, 2021, the Company consummated its IPO of 25,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant of the Company (“Warrant”), each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $250,000,000. The warrants will become exercisable 30 days after the completion of the initial Business Combination. The warrants will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

The underwriter had a 45-day option from the date of the Company’s IPO (August 2, 2021) to purchase up to an additional 3,750,000 Units to cover over-allotments.

On September 3, 2021, the underwriter partially exercised the over-allotment option to purchase an additional 1,514,780 Units (the “Over-Allotment Units”) generating aggregate gross proceeds of $15,147,800 and incurring $302,956 in cash underwriting fees (see Note 1) and $530,173 of deferred underwriting fees.

On September 16, 2021, the remaining amounts under the over-allotment option expired unused and 558,805 Class B ordinary shares were forfeited by the Sponsor to the Company for no consideration.

Warrants

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. In addition, if (x) the Company issues additional Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), or the Newly Issued Price; (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions); and (z) the volume-weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per Class A ordinary share equal or exceed $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations described below with respect to registration, or if a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. If the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. If a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the Class A ordinary share underlying such Unit.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

● in whole and not in part;

● at a price of $0.01 per warrant;

● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and

● if, and only if, the last reported sales price (the “Closing Price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like and certain issuances of Class A ordinary shares and equity linked securities ) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”).

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

● in whole and not in part;

● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities — Warrants — Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined below); and

● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations, and the like) on the trading day before the Company sends the notice of redemption to the warrant holders.

The “fair market value” of the Class A ordinary shares shall mean the volume-weighted average price of the Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide the warrant holders with the final fair market value no later than one business day after the 10-day trading period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).

Note 4 — Private Placement

Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per warrant, or $8,000,000 in the aggregate.

Simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the private placement with the Sponsor for an aggregate of 201,971 warrants to purchase Class A Ordinary Shares for $1.50 per warrant in a private placement with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment (the “Additional Private Placement Warrants”), generating total proceeds of $302,956 (the “Private Placement Proceeds” and, together with the Option Unit Proceeds, the “Proceeds”) (see Note 1).

On September 16, 2021, the remaining amounts under the over-allotment option expired unused.

The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of such warrants) are not transferable, assignable, or salable until 30 days after the completion of the initial Business Combination. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO.

Note 5 — Related Party Transactions

Founder Shares

In March 2021, the Company’s Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of the offering and formation costs in exchange for an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, of which 937,500 shares were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option was exercised.

On September 3, 2021, the Underwriter partially exercised the over-allotment option to purchase an additional 1,514,780 Units. On September 16, 2021, the remaining amounts under the over-allotment option expired unused. Consequently, 558,805 shares were forfeited by the Sponsor for no consideration.

The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

On December 14, 2022, Ashley Zumwalt-Forbes and Black Mountain Storage LLC (collectively, the “Transferors”) entered into a Securities Assignment Agreement to assign and transfer an aggregate of 25,000 shares in the Sponsor that will convert on a one-to-one basis into common shares in New MAC upon the consummation of the Proposed Business Combination, to Marthinus J. Crouse (the “Recipient”). Pursuant to the agreement, the Transferors agreed to assign and transfer of the founder shares to the Recipient as soon as practicable after the date of the agreement. The 25,000 founder shares were transferred to the Recipient on December 23, 2022. The transfer of the founder shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. There are no vesting restrictions on the 25,000 shares transferred therefore there is no performance condition. Compensation expense of $224,250 or $8.97 per share was recognized for the year ended December 31, 2022.

The employment agreements expected to be signed by management in connection with the close of the Proposed Business Combination provide for the grant of 336,000 restricted stock units. As these grants are contingent upon the close of the Proposed Business Combination no amounts have been recorded in these condensed consolidated financial statements.

On April 14, 2023, the Company, 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 ordinary shares, par value $0.0001 per share, of the Issuer (the “Subscribed Shares”) at a purchase price of $10.00 per share, for an aggregate purchase price of $113,625,060 in a private placement or placements (the “Private Placements”) to be consummated immediately prior to or substantially concurrently with the consummation of the Proposed Business Combination. The private placement included related party transactions specified below.

Michael James McMullen, Chief Executive Officer and a member of the board of directors of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $1,500,000. Katherine Crouse, spouse of Marthinus J. Crouse, Chief Financial Officer of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $250,000. Patrice Ellen Merrin, director of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $50,000.

In connection with the Subscription Agreements, Green Mountain Metals, LLC, the Company’s sponsor, agreed to transfer an aggregate of 517,500 shares of Class B common stock (Founder Shares converted to ordinary common stock on closing of the Proposed Business Combination) of the Company that it currently holds to certain investors who agreed to subscribe for a significant number of Subscribed Shares

Promissory Note — Related Party

On October 25, 2022 the Company issued an unsecured promissory note (“the October 2022 Note”) to the Sponsor, pursuant to which the Company borrowed the maximum of $300,000 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The October 2022 Note bears no interest and all unpaid principal under the October 2022 Note will be due and payable in full the earlier of (i) August 2, 2023 and (ii) the consummation of the Business Combination. As of March 31, 2023 and December 31, 2022 $300,000 were outstanding under the October 2022 Note.

On December 21, 2022, the Company issued an unsecured promissory note (the “December 2022 Note”) to the Sponsor pursuant to which the Company may borrow up to $1,254,533 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The December 2022 Note bears no interest and all unpaid principal under the December 2022 Note will be due and payable in full up the earlier of (i) August 2, 2023 and (ii) the acquisition of the Cornish, Scottish and Australian Mine in the Company’s Proposed Business Combination.

As of March 31, 2023 and December 31, 2022, $1,187,496 and $486,096 were outstanding under the December 2022 Note, respectively.

The Company assessed the October 2022 Note and December 2022 Note and calculated the difference between the face value and the present value of the notes and the difference of $68,744 was recorded as a contribution from the Sponsor on the statement of shareholders’ deficit as of March 31, 2023. The Company also calculated imputed interest on the notes under FASB ASC Topic 835-30, “Imputation of Interest” in the amount of $40,842 and recorded interest expense on the statement of operations as of March 31, 2023.

On March 31, 2023, the Company issued an unsecured non-convertible promissory note (the “March 2023 Note”) to the Sponsor pursuant to which the Company may borrow up to $339,877 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The March 2023 Note bears no interest and all unpaid principal under the Note will be due and payable in full up the earlier of (i) August 2, 2023 and (ii) the acquisition of the Cornish, Scottish and Australian Mine (“CSA Mine”) in the Company’s business combination. As of March 31, 2023, there was no amount outstanding under the March 2023 Note.

Advances from Related Parties

The Sponsor or an affiliate of the Sponsor incurred expenses on behalf of the Company only between the initial Company registration and the IPO. The liability was non-interest bearing and due on demand. During the year ended December 31, 2021, the Company received advances from related parties of $150,000 and were fully repaid at the close of the IPO. As at March 31, 2023 and December 31, 2022, there were no advances from Related Parties.

Working Capital Loans – Convertible Promissory Note from Related Party

To finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company will repay the Working Capital Loans. If the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.50 per warrant, at the option of the lender. Such warrants would be identical to the Private Placement Warrants. At March 31, 2023 and December 31, 2022, there were no Working Capital Loans outstanding.

On May 6, 2022, the Company entered into a convertible promissory note agreement with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $1,200,000. The 2022 Sponsor Convertible Note is non-interest bearing and payable on the earlier of (i) August 2, 2023, or (ii) the date on which the Company consummates the initial Business Combination. If the Company does not consummate the Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the 2022 Sponsor Convertible Note; however, no proceeds from the Trust Account may be used for such repayment. Up to $1,200,000 of the 2022 Sponsor Convertible Note may be converted into warrants at a price of $1.50 per warrant at the option of the Sponsor. The warrants would be identical to the Private Placement Warrants; provided, however, that (i) the warrants will not be subject to forfeiture in connection with the Business Combination and (ii) the warrants will grant the holders the right to purchase one ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants. Concurrently with entering into the agreement, the Company borrowed $1,200,000 against the Sponsor Convertible Note. On May 24, 2022, the Sponsor exercised the conversion option and converted the issued and outstanding loan balance of $1,200,000 under the 2022 Sponsor Convertible Note into 800,000 private placement warrants. As of March 31, 2023, there were no outstanding amounts under the 2022 Sponsor Convertible Note.

The Company assessed the provisions of the 2022 Sponsor Convertible Note under ASC 470-20. The derivative component of the obligation was initially valued and classified as a derivative liability. The conversion option was valued using a Monte Carlo Simulation method, which is considered to be a Level 3 fair value measurement and based on the following assumptions (see Note 6):

	May 24, 2022			May 6, 2022
	Conversion			Borrowing
	(Final			(Initial
	Measurement)			Measurement)
Underlying warrant value	$	0.60		$	0.80
Exercise price	$	1.50		$	1.50
Holding period		0.35			0.40
Risk-free rate%		1.25	%		1.18	%
Volatility%		59.57	%		55.35	%

On January 9, 2023, the Company issued an unsecured promissory note (the “2023 Sponsor Convertible Note”) to the Sponsor pursuant to which the Company borrowed $300,000 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. All unpaid principal under the 2023 Sponsor Convertible Note will be due and payable in full on the earlier of (i) August 2, 2023, and (ii) the acquisition of the Cornish, Scottish and Australian Mine in the Company’s Proposed Business Combination (the “Business Combination”) (such earlier date, the “Maturity Date”).

Pursuant to the terms of the 2023 Sponsor Convertible Note, the Sponsor will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the 2023 Sponsor Convertible Note, up to $300,000 in the aggregate, into warrants to purchase the Company’s Class A ordinary shares, par value $0.0001 per share, at a conversion price of $1.50 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering.

Concurrently upon the issuance of the 2023 Sponsor Convertible Note, on January 9, 2023, the Sponsor exercised its option to convert the issued and outstanding loan amount of $300,000 under the 2023 Sponsor Convertible Note, resulting in the issuance of 200,000 private placement warrants to the Sponsor. The Company assessed the provisions of the 2023 Sponsor Convertible Note under ASC 470-20 and determined due to the conversion of the note concurrent with the issuance of the promissory note there was no derivative component to be valued and recorded a warrant liability in the amount of $101,960 on January 9, 2023.

Note 6 — Recurring Fair Value Measurements

As of March 31, 2023 and December 31, 2022, the Company’s warrant liability was valued at $10,992,098 and $7,442,633. Under the guidance in ASC 815-40 the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s consolidated statements of operations.

The Company’s warrant liability for the Private Placement Warrants is based on a valuation model utilizing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. As of March 31, 2023 and December 31, 2022, the closing price of the Public Warrants was determined to be an appropriate estimate for the fair value of Private Placement Warrants due to a make-whole provision in the contractual terms of the Private Placement Warrants Agreement and reclassified to Level 2.

On September 20, 2021, the Company’s Public Warrants began trading on the New York Stock Exchange. As such, the Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in an active market (the New York Stock Exchange) for identical assets or liabilities that the Company can access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy.

All of the Company’s trust assets on the balance sheet consist of U. S. Money Market funds. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2023 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

	Level 1		Level 2		Level 3
Assets:
U.S. Money Market held in Trust Account	$	271,757,366	$	—	$	—
	$	271,757,366	$	—	$	—
Liabilities:
Public Warrants	$	6,319,356	$	—	$	—
Private Placement Warrants		—		4,672,742		—
	$	6,319,356	$	4,672,742	$	—

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

	Level 1		Level 2		Level 3
Assets:
U.S. Money Market held in Trust Account	$	268,908,716	$	—	$	—
	$	268,908,716	$	—	$	—
Liabilities:
Public Warrants	$	4,335,166	$	—	$	—
Private Placement Warrants		—		3,107,467		—
	$	4,335,167	$	3,107,467	$	—

The Company established the initial fair value for the Warrants on August 2, 2021, the date of the consummation of the Company’s IPO and September 3, 2021, the date of the Underwriter’s partial exercise of its over-allotment option, respectively. The Company used a Black-Scholes model to value the Public and Private Warrants.

The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments.

The conversion option liability of the 2022 Sponsor Convertible Note was valued using a Monte Carlo simulation model which values each borrowing at borrowing date and is revalued at each subsequent conversion and reporting date. The Monte Carlo model’s primary unobservable input utilized in determining the fair value of the conversion option liability is the expected volatility of the common stock. The expected volatility was implied from the Company’s own Public Warrant pricing. Other key assumptions used in connection with the Monte Carlo model were holding period, risk free rate, exercise price, and underlying warrant value, which were based on market conditions, management assumptions, and terms of the 2022 Sponsor Convertible Note (see Note 5).

The following table provides a reconciliation of changes in fair value liability of the beginning and ending balances for the Company’s Private Placement Warrants as Level 3:

Fair value at December 31, 2021	$	3,265,830
Promissory note conversion		480,000
Change in fair value		(324,766	)
Private Placement Warrants reclassified to level 2		(3,421,064	)
Fair Value at December 31, 2022	$	—

Except for the transfer from Level 3 to Level 1 for the Public Warrants and Level 3 to Level 2 for the Private Warrants, there were no other transfers between Levels 1, 2 or 3 for the year ended December 31, 2022 and for the three months ended March 31, 2023.

Note 7 — Deferred Liabilities, Commitments and Contingencies

Registration Rights

The holders of the (i) Founder shares (which were issued in a private placement prior to the closing of the IPO), (ii) Private Placement Warrants (which were issued in a private placement simultaneously with the closing of the IPO) and (iii) Private Placement Warrants (that may be issued upon conversion of Working Capital Loans) will have registration rights to require the Company to register a sale of any of the securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriter’s Agreement

The underwriter had a 45-day option from the date of the IPO to purchase up to an additional 3,750,000 Units to cover over-allotments, if any.

On September 3, 2021, the underwriter partially exercised its over-allotment option to purchase an additional 1,514,780 Units (the “Over-Allotment Units”) generating aggregate gross proceeds of $15,147,800 and incurring $302,956 in cash underwriting fees (see Note 1).

On September 16, 2021, the remaining amounts under the over-allotment option expired unused.

The underwriter was paid a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO (including the Over-Allotment Units), or $5,302,956. Additionally, the underwriter will be entitled to a deferred underwriting discount of 3.5% or $9,280,173 of the gross proceeds of the IPO (including the Over-Allotment Units) held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

Legal Services Agreement

Legal services rendered by U.S. General Counsel are accrued on a quarterly basis but deferred for settlement until the closing of the Proposed Business Combination. The accrued fees as of March 31, 2023 and December 31, 2022 were $4,168,087 and $3,373,124, respectively. These amounts are included in deferred liabilities on the consolidated balance sheets.

Tax Planning Services Agreement

Tax planning services rendered by the Company’s tax advisor are accrued on a monthly basis but deferred for settlement until the closing of the Proposed Business Combination. The deferred fees as of March 31, 2023 and December 31, 2022 were $662,562 and $544,119, respectively. These amounts are included in deferred liabilities on the consolidated balance sheets.

Glencore Deed of Consent and Side Letter

On November 22, 2022, the Company, MAC-Sub and New MAC entered into a Deed of Consent and Covenant (the “Deed of Consent and Covenant”) with Glencore to amend the SSA (the “Amendment”). Pursuant to the Amendment, the Company agreed to assume the costs related to the auditing fees associated with CMPL. The fees are being paid by Glencore and are repayable by the Company to Glencore at the earliest of the closing of the Proposed Business Combination or the cessation thereof. The deferred fees payable to Glencore as of March 31, 2023 and December 31, 2022 were $4,530,101 and $2,995,087, respectively. These amounts are included in deferred liabilities on the consolidated balance sheets.

On April 21, 2023, the Company, MAC-Sub, New MAC and Glencore entered into the CMPL Share Sale Agreement Side Letter (the “Side Letter”). Pursuant to the Side Letter, the Sunset Date (as defined in the SSA) has been extended from April 28, 2023 to June 1, 2023. In addition, MAC, MAC-Sub, and MAC Limited have requested that Glencore procure legal opinions relating to certain of its Related Bodies Corporate (as defined in the SSA). Pursuant to the Side Letter, MAC, MAC-Sub, and New MAC agreed to reimburse Glencore for any fees incurred in connection with procuring such legal opinions.

Senior Syndicated Facility Agreement

On February 28, 2023, MAC-Sub, the Company and New MAC, as guarantors, entered into a syndicated facility agreement (“SFA”) with Citibank, N.A., Sydney Branch, Bank of Montreal, Harris Bank N.A., The Bank of Nova Scotia, Australian Branch, and National Bank of Canada (collectively, the “Senior Lenders”) and Citisecurities Limited, as agent for the Senior Lenders, to provide a senior syndicate loan facility to finance, in part, the Proposed Business Combination.

The SFA provides for, among other things, three credit facilities (collectively, the “Senior Facilitates”) as follows:

(i) a $205 million acquisition term loan (“Facility A”) that can be used to fund the Business Combination Consideration, requires quarterly repayments that are sculpted as necessary to meet a Debt Service Cover Ratio minimum of 1.50x but can be mandatorily repaid by way of a ‘sweep’ of excess cash available to the MAC-Sub and each of its subsidiaries such that on the last day of each quarter, MAC-Sub must apply 30% of all excess cash in repayment of Facility A applied in inverse order of maturity, and is fully amortized over a notational 5 year loan life based on agreed financial modelling as described in the SFA;

(ii) a $25 million revolving credit facility (“Facility B”) that can be used only for general corporate purposes post-closing of the Business Combination, requires repayments such that all loans under Facility B are repaid on or before the date that is 3 years after the date of financial close under the SFA (the “Termination Date”); and

(iii) a A$40 million letter of credit facility (“Facility C”) that is for performance guarantees in favor of the government of New South Wales in relation to the environmental rehabilitation obligations of the CSA Mine and for other financial bank guarantees, as required, requires repayment on the Termination Date. At present Facility A and Facility B are fully committed, with Facility C not yet having received full commitments, but structured on the basis that a further lender can accede to the SFA to fund that Facility C.

The rate of interest for Facility A and B is calculated from the aggregate of i) the margin (being a fixed amount of 3.0% per annum), and (ii) the greater of zero or the secured overnight financing rate (“SOFR”) for such day. The issuance fee for Facility C (in lieu of interest) is 2% per annum on the amount of each outstanding performance guarantee, or 3% per annum on the amount of each outstanding financial guarantee. The SFA also specifies a default interest rate of an additional 2% per annum for overdue payments.

The SFA is subject to customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement.

Loan Note Subscription Agreement – Mezzanine Debt Facility and Equity Subscription Agreement

On March 10, 2023, MAC-Sub, the Company and MAC Limited, as guarantors, entered into a mezzanine debt facility loan note subscription agreement (the “Mezz Facility”) with Sprott Private Resource Lending II (Collector-2), LP, (the “Lender”) and Sprott Resource Lending Corp., as agent and security trustee for the Lender, to provide a mezzanine loan facility to finance, in part, the Proposed Business Combination.

The Mezz Facility provides for, among other things, $135,000,000 total funding available to MAC with a maturity of five (5) years from the closing of the Business Combination. The interest rate on the Mezz Facility will be paid on a quarterly basis and is calculated as the aggregate of (i) the Interest Rate Margin (outlined below), and (ii) the greater of the 3-month term SOFR rate or 2.00% per annum. The Interest Rate Margin is calculated based on the copper price on the first day of each calendar quarter as quoted on the London Metal Exchange (“LME”). The variation in the copper price will determine the margin rate as well as the composition of interest payments (being either cash and/or capitalized to the principal (provided no event of default is continuing) as described below:

LME Copper Price	Margin			Payment
<$3.40/lb		12.00	%	100% capitalized / 0% Cash
>$3.40/lb to $3.85/lb		10.00	%	60% capitalized / 40% Cash
>$3.85/lb		8.00	%	0% capitalized / 100% Cash

Equity Subscription Agreement

Concurrently, in connection with the Mezz Facility, New MAC, the Company, Sprott Private Resource Lending II (Collector), LP (the “Equity Subscriber”) and Sprott Private Resource Lending II (Collector-2), LP, (the “Warrant Subscriber”) entered into a subscription agreement (the “Subscription Agreement”) pursuant to which the Equity Subscriber has committed to purchase 1,500,000 New MAC Ordinary Shares (the “Subscribed Shares”) at a purchase price of $10.00 per share and an aggregate purchase price of $15,000,000. In addition, in accordance with the terms of the Mezz Facility, and subject to the consummation of the transactions contemplated thereby, the Warrant Subscriber will receive 3,187,500 warrants to purchase New MAC Ordinary Shares (the “New MAC Financing Warrants”) once the Mezz Facility begins. Each New MAC Financing Warrant will entitle the holder to purchase one New MAC Ordinary Share. The New MAC Financing Warrant documentation will contain customary anti-dilution clauses. The New MAC Financing Warrants will be fully transferrable and will last for the full term of the Mezz Facility with an exercise price of US$12.50 per share. Upon exercise, New MAC may either (i) cash-settle the New MAC Warrants, or (ii) direct the holder to offset the exercise price against the outstanding principal amount of the facility. New MAC may elect to accelerate the exercise date for the New MAC Financing Warrants if New MAC Ordinary Shares are quoted on a recognized stock exchange as over two (2) times the exercise price for twenty (20) consecutive trading days.

The obligations to consummate the transactions contemplated by the Subscription Agreement are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Mezz Facility and the Proposed Business Combination Agreement.

Silver Purchase Agreement, Silver Stream Equity Subscription, Redemptions Backstop Facility

On March 20, 2023, MAC-Sub, a wholly owned subsidiary of the Company, as a seller psa entity, the Company and New MAC following the Proposed Business Combination, as seller, entered into a silver purchase agreement (the “Silver Stream”) with Osisko Bermuda Limited (the “Purchaser”), pursuant to which the Purchaser will advance to New MAC a $75,000,000 upfront cash deposit (the “Silver Deposit”) on account of future deliveries of refined silver by New MAC to the Purchaser referenced to silver production from the CSA Mine (as defined below). The amount of the Silver Deposit will be increased by an additional $15,000,000 if the average silver market price quoted by the London Bullion Market Association (the “LBMA”) is $25.50 per ounce or more over the ten (10) business day period prior to the closing of the Silver Stream. The Silver Deposit represents a pre-payment of a portion of the purchase price for refined silver to be sold by New MAC to the Purchaser under the Silver Stream.

The Silver Deposit will be used by New MAC to finance, in part, the Proposed Business Combination. The Silver Stream provides for the sale by New MAC to the Purchaser of an amount of refined silver equal to 100% of payable silver (calculated as 90% of produced silver) produced by the CSA Mine during the life of mine. The Purchaser will make ongoing cash payments for refined silver delivered equal to 4% (the “Silver Cash Price”) of the silver price quoted on the LBMA for one ounce of refined silver on the day prior to the date of delivery (the “Silver Market Price”). Until the Silver Deposit is reduced to nil, the Purchaser shall credit the difference between the Silver Market Price and the Silver Cash Price against the outstanding Silver Deposit. After the Silver Deposit is reduced to nil, the Purchaser will pay only the Silver Cash Price for each ounce of refined silver.

Additionally, pursuant to the Silver Stream, the Purchaser has been granted a right of first refusal with respect to any royalty, stream or similar interest in the metals or other minerals mined from a project now or hereafter owned by MAC or any affiliate of New MAC that a third party offers to purchase from New MAC or any affiliate of New MAC (the “ROFR”). The ROFR, applies until the later to occur of: (i) seven (7) years from the closing date of the Silver Stream; and (ii) the date on which the Purchaser or any affiliate ceases to hold or control more than 5% of the issued share capital of New MAC.

Except as otherwise described above and customary terms and conditions for stream transactions, the Silver Stream contains substantially similar representations and warranties, covenants, events of default and other provisions as the SFA governing the three senior credit facilities. The Silver Stream is subject to the completion of the Senior Facilities, Mezz Facility and the Business Combination.

Silver Stream Equity Subscription Agreement

Concurrently, on March 20, 2023, New MAC and the Company entered into a subscription agreement with Osisko Bermuda Limited (the “Subscriber”) (the “Silver Stream Subscription Agreement”) pursuant to which the Subscriber has committed to purchase 1,500,000 New MAC Ordinary Shares at a purchase price of $10.00 per share and an aggregate price of $15,000,000. The subscription is conditional upon the completion of the Silver Stream, Senior Facilities, Mezz Facility and the Proposed Business Combination.

The Silver Stream Subscription Agreement provides for, among other things, the terms of the equity issue which are identical to the PIPE financing in connection with the Proposed Business Combination

Redemptions Backstop Facility

New MAC, the Company and the Purchaser entered into a Redemptions Backstop Facility, consisting of a Copper Purchase Agreement (as defined below) with an upfront deposit of up to $75,000,000 and up to a $25,000,000 equity subscription (to be subscribed for on a pro-rata basis equal to the proportion of the deposit under the Copper Purchase Agreement that New MAC elects to draw on prior to the closing of the Proposed Business Combination (the “Copper Stream Subscription Agreement” (as defined below)). The deposit to be made available under the Redemptions Backstop Facility is drawable at New MAC’s discretion in the event there is a shortfall of funds required for the Proposed Business Combination. The Redemptions Backstop Facility is subject to the completion of the Senior Facilities, Mezz Facility, Silver Stream and the Proposed Business Combination.

Copper Purchase Agreement

On March 20, 2023, MAC-Sub, as a seller psa entity, the Company and New MAC, as sellers, entered into a copper purchase agreement (the “Copper Stream”) with the Purchaser, pursuant to which the Purchaser will make available to New MAC an upfront cash deposit of up to $75,000,000 (the “Available Copper Deposit”) on account of future deliveries of refined copper by New MAC to the Purchaser referenced to copper production from the CSA Mine. New MAC may draw on the Available Copper Deposit in whole or in part by providing notice to the Purchaser no less than ten (10) business days prior to the closing of the Business Combination, with the Purchaser paying to New MAC in cash the amount of the Available Copper Deposit New MAC elects to draw down (the “Elected Deposit Percentage”) at the closing of the Business Combination (the “Copper Deposit”). The Copper Deposit represents a pre-payment of a portion of the purchase price for refined copper to be sold by New MAC to the Purchaser under the Copper Stream.

The Copper Stream provides for the sale by New MAC to the Purchaser of an amount of refined copper equal to the Copper Stream Percentage (as defined below) of payable copper (being 96.2% of produced copper) produced by the CSA Mine during the life of the mine. For the purposes of the Copper Stream, the “Copper Stream Percentage” shall mean during the following periods:

Time Period	% Payable Copper
Closing to 1st Anniversary of the Closing Date		—	%
1st Anniversary of the Closing Date to 5th Anniversary		3.00	%
5th Anniversary until 33,000 metric tonnes of Refined Copper delivered to the Purchaser (the “Threshold Quantity”)		4.875	%
Thereafter from the date that the Threshold Quantity has been met		2.25	%

The Threshold Quantity and Copper Stream Percentage will be adjusted on a pro rata basis in accordance with the Elected Deposit Percentage. In addition, under the Copper Stream, New MAC may elect to reduce the Copper Stream Percentage and the Threshold Quantity on the 5th anniversary of the closing date to the amounts and percentages set out in the Copper Stream upon making a one-time payment of $40,000,000 or $20,000,000, respectively.

The Purchaser will make ongoing cash payments for refined copper delivered equal to 4% (the “Copper Cash Price”) of the cash settlement price for one tonne of refined copper quoted by the LME on the date prior to the date of delivery (the “Copper Market Price”). Until the Copper Deposit is reduced to nil, the Purchaser shall credit the difference between the Copper Market Price and the Copper Cash Price against the outstanding Copper Deposit. After the Copper Deposit is reduced to nil, the Purchaser will pay only the Copper Cash Price for each tonne of refined copper.

Except as otherwise described above and customary terms and conditions for stream transactions, the Copper Stream contains substantially similar representations and warranties, covenants, events of default and other provisions as the SFA governing the Senior Facilities. The Copper Stream is subject to the completion of the Senior Facilities, Mezz Facility, Silver Stream and the Proposed Business Combination.

Copper Stream Equity Subscription Agreement

Concurrently, on March 20, 2023, New MAC and the Company entered into a subscription agreement with Osisko Bermuda Limited (the “Subscriber”) (the “Copper Stream Subscription Agreement”) pursuant to which the Subscriber has committed to purchase up to 2,500,000 New MAC Ordinary Shares at a purchase price of $10.00 per share and an aggregate price of up to $25,000,000. The number of shares purchased by the Subscriber shall be adjusted on a pro-rata basis proportional to the percentage of the Available Copper Deposit (as defined in the Copper Stream) drawn down by New MAC under the Copper Stream. The subscription is conditional upon the completion of the Copper Stream, Silver Stream, Senior Facilities, Mezz Facility and the Business Combination.

The Copper Stream Subscription Agreement provides for, among other things, the terms of the equity issue which are identical to the PIPE financing in connection with the Proposed Business Combination.

Note 8 — Shareholders’ Deficit

Preference Shares— The Company is authorized to issue a total of 1,000,000 preference shares at par value of $0.0001 each. At March 31, 2023 and December 31, 2022, there were no preference shares issued or outstanding.

Class A Ordinary Shares— The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $0.0001 each. At March 31, 2023 and December 31, 2022, there were no Class A ordinary shares issued or outstanding, excluding 26,514,780 shares subject to possible redemption reflected as temporary equity.

Class B Ordinary Shares— The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $0.0001 each. In March 2021, the Company issued 7,187,500 Class B ordinary shares, par value $0.0001 per share, of which 937,500 were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option is exercised. On September 3, 2021, with the partial exercise of the over-allotment option, the Sponsor forfeited 558,805 of the Class B ordinary shares. Accordingly, as of March 31, 2023 and December 31, 2022, the Company had issued 6,628,695 Class B ordinary shares to its Sponsor for $25,000, or approximately $0.004 per share.

Pursuant to the Anchor Investment, the Sponsor sold 1,272,500 founder shares to the Anchor Investors at the same price the Sponsor purchased the founder shares from the Company (approximately $0.003 per share).

The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of ordinary shares issued and outstanding upon the consummation of the IPO, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial Business Combination (net of any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, members of the team or any of their affiliates upon conversion of Working Capital Loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

With respect to any other matter submitted to a vote of the shareholders, including any vote in connection with the initial Business Combination, except as specified in the Company’s amended and restated memorandum and articles of association or as required by law or the applicable rules of the NYSE then in effect, holders of the founder shares and holders of the public shares will vote together as a single class, with each share entitling the holder to one vote.

Note 9 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed consolidated financial statements were available to be issued.

The Company did not identify any subsequent events, other than listed below, that would have required adjustment in the unaudited condensed consolidated financial statements.

In connection with the Proposed Business Combination, on April 14, 2023, the Company, 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 ordinary shares, par value $0.0001 per share, of the Issuer (the “Subscribed Shares”) at a purchase price of $10.00 per share, for an aggregate purchase price of $113,625,060 in a private placement or placements (the “Private Placements”) to be consummated immediately prior to or substantially concurrently with the consummation of the Proposed Business Combination. The obligations of the parties to consummate the transactions contemplated by the Subscription Agreements shall be contingent upon, among other things, customary closing conditions and the consummation of the Proposed Business Combination.

The Subscription Agreements will terminate upon the earlier of (i) such date and time as the Share Sale Agreement is terminated in accordance with its terms, (ii) upon the mutual written agreement of the Company and Subscriber to terminate the Subscription Agreements, or (iii) August 2, 2023.

Michael James McMullen, Chief Executive Officer and a member of the board of directors of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $1,500,000. Katherine Crouse, spouse of Marthinus J. Crouse, Chief Financial Officer of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $250,000. Patrice Ellen Merrin, director of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $50,000.

In connection with the Subscription Agreements, Green Mountain Metals, LLC, the Company’s sponsor, agreed to transfer an aggregate of 517,500 shares of Class B common stock (Founder Shares converted to ordinary common stock on closing of the Proposed Business Combination) of the Company that it currently holds to certain investors who agreed to subscribe for a significant number of Subscribed Shares.

On April 21, 2023, the Company, MAC-Sub, New MAC and Glencore entered into the CMPL Share Sale Agreement Side Letter (the “Side Letter”). Pursuant to the Side Letter, the Sunset Date (as defined in the SSA) has been extended from April 28, 2023 to June 1, 2023. In addition, MAC, MAC-Sub, and MAC Limited have requested that Glencore procure legal opinions relating to certain of its Related Bodies Corporate (as defined in the SSA). Pursuant to the Side Letter, MAC, MAC-Sub, and New MAC agreed to reimburse Glencore for any fees incurred in connection with procuring such legal opinions.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

References to the “Company,” “Metals Acquisition Corp,” “MAC,” “our,” “us” or “we” refer to Metals Acquisition Corp and its wholly-owned subsidiary Metals Acquisition Corp (Australia) Pty Ltd., except as the context otherwise requires. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited interim condensed consolidated financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q, including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations thereof and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K as filed with the SEC on March 31, 2022. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

The Company is a blank check company, incorporated as a Cayman Islands exempted company on March 11, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

Following the closing of the IPO on August 2, 2021, and the underwriter’s partial exercise of its over-allotment option on September 3, 2021, $265,147,800 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and invested only in U.S. government treasury obligations, within the meaning set forth in Section Rule 2a-7 under the Investment Company Act. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the Company’s amended and restated memorandum and articles of association, subject to the requirements of law and regulation, provides that the proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a (A) shareholder vote to amend the Company’s amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 24 months from the closing of the IPO, or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial Business Combination activity, and (c) the redemption of the public shares if the Company has not consummated the initial Business Combination within 24 months from the closing of the IPO. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within 24 months from the closing of the IPO, with respect to such Class A ordinary shares so redeemed.

We will have only 24 months from the closing of the IPO (the “Combination Period”), which is within 5 months from the date of filing of this Report, to complete the initial Business Combination. If we have not completed the initial Business Combination within the Combination Period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten 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 on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Our management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

Recent Developments

Business Combination

On March 17, 2022, the Company, Metals Acquisition Corp. (Australia) Pty Ltd (“MAC-Sub”) and Glencore Operations Australia Pty Limited (“Glencore”) entered into a Share Sale Agreement (the “SSA”).

Under the terms of the SSA, MAC-Sub (a wholly owned subsidiary of the Company) will acquire from Glencore 100% of the issued share capital of Cobar Management Pty. Limited (“CMPL”) (the acquisition of CMPL and the CSA mine (as defined herein) from Glencore, the “Proposed Business Combination”). CMPL owns and operates the Cornish, Scottish and Australian mine (the “CSA Mine”) in Cobar, New South Wales, Australia.

Under the original terms of the SSA, in consideration for the acquisition of CMPL, the Company and MAC-Sub will: (a) pay $1,050,000,000 to Glencore (subject to a customary closing accounts adjustments to reflect the working capital, net debt and tax liabilities of CMPL at the time of closing under the SSA (the “Closing”)), (b) issue $50,000,000 (5,000,000 shares) worth of MAC Class A ordinary shares, $0.0001 par value to Glencore, and (c) enter into a net smelter royalty pursuant to which after the Closing, CMPL will pay to Glencore a royalty of 1.5% of all net smelter copper concentrate produced from the mining tenure held by CMPL at the time of the Closing.

The foregoing description of the SSA and related exhibits does not purport to be complete and is qualified in its entirety by reference to the full text of the SSA, a copy of which is attached as Exhibit 2.1 hereto.

On November 22, 2022, the Company, MAC-Sub and Metals Acquisition Limited (“MAC Limited”) entered into a Deed of Consent and Covenant (the “Deed of Consent and Covenant”) with Glencore to amend the SSA (the “Amendment”). Pursuant to the Amendment, the parties thereto agreed to (i) permit the Company to undertake a re-domiciliation whereby the Company will be merged with and into MAC Limited, with MAC Limited continuing as the surviving company (“New MAC”) and (ii) amend the consideration payable to Glencore in connection with the acquisition of the CSA Mine whereby the Company and MAC-Sub will:

(a) Pay at least $US775 million in cash (with the potential to be scaled up to $875 million depending on equity demand) to Glencore (subject to 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 Closing;

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

(c) Pay $75 million in a deferred cash payment on the following terms:

(i) Payable upon New MAC’s listing on the Australian Stock Exchange or undertaking any alternative equity raise (up to 50% of the net proceeds from the raise, capped at $75 million);

(ii) the unpaid balance of the $75 million will accrue interest at a rate equivalent to what New MAC pays on its mezzanine subordinated loan facility, set at SOFR plus a variable margin of 8-12% (which will be determined by reference to prevailing copper prices); and

(iii) any residual (up to the $75 million plus applicable interest) not paid in cash by the date that is twelve (12) months after the Closing will be settled on the next business day through the issuance of additional New MAC Ordinary Shares at a 30% discount to the 20-trading day VWAP before the issuance (“Equity Conversion Date”). If New MAC is listed on more than one exchange, the VWAP will be calculated by reference to the exchange with the largest volume ($ 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;

(d) Pay $150 million in cash structured as two contingent payments ($75 million each) that are unsecured, fully subordinated and payable if, over the life of the CSA Mine, the average daily London Metal Exchange closing price is greater than:

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

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

The First Contingent Payment and the Second Contingent 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 Payment and/or Second Contingent Payment has been triggered but not paid during the first three years post-Closing;

(e) Enter into a Royalty Deed and Offtake Agreement; and

(f) Grant Glencore the right to appoint one (1) director to the New MAC board of directors for every 10% of New MAC Ordinary Shares that Glencore beneficially owns.

The foregoing description of the Deed of Consent and Covenant does not purport to be complete and is qualified in its entirety by reference to the full text of the Deed of Consent and Covenant, a copy of which is attached as Exhibit 2.2 hereto.

Working Capital Loans – Convertible Promissory Notes from Related Party

On April 13, 2022, we issued an unsecured promissory note (the “2022 Sponsor Convertible Note”) to Green Mountain Metals LLC (the “Sponsor”) pursuant to which we borrowed $1,200,000 from the Sponsor for working capital needs, including transaction costs reasonably related to the consummation of the Proposed Business Combination. On May 6, 2022, the Company borrowed $1,200,000 under the 2022 Sponsor Convertible Note. All unpaid principal under the 2022 Sponsor Convertible Note was due and payable in full on the earlier of (i) August 2, 2023, and (ii) the acquisition of the CSA Mine in the Proposed Business Combination (such earlier date, the “2022 Maturity Date”). The Sponsor had the option, at any time on or prior to the 2022 Maturity Date, to convert any amounts outstanding under the Sponsor Convertible Note, up to $1,200,000 in the aggregate, into warrants to purchase the Company’s Class A ordinary shares at a conversion price of $1.50 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with our initial public offering. On May 24, 2022, the Sponsor exercised its option to convert the issued and outstanding loan amount of $1,200,000, resulting in the issuance of 800,000 private placement warrants to the Sponsor in full satisfaction of the Company’s obligation under the 2022 Sponsor Convertible Note.

On January 9, 2023, we issued an unsecured promissory note (the “2023 Sponsor Convertible Note”) to the Sponsor pursuant to which the Company borrowed $300,000 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. All unpaid principal under the 2023 Sponsor Convertible Note will be due and payable in full on the earlier of (i) August 2, 2023, and (ii) the acquisition of the Cornish, Scottish and Australian Mine in the Company’s Proposed Business Combination (such earlier date, the “2023 Maturity Date”). Pursuant to the terms of the 2023 Sponsor Convertible Note, the Sponsor will have the option, at any time on or prior to the 2023 Maturity Date, to convert any amounts outstanding under the 2023 Sponsor Convertible Note, up to $300,000 in the aggregate, into warrants to purchase the Company’s Class A ordinary shares, par value $0.0001 per share, at a conversion price of $1.50 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering.

Concurrently upon the issuance of the 2023 Sponsor Convertible Note, on January 9, 2023, the Sponsor exercised its option to convert the issued and outstanding loan amount of $300,000 under the Sponsor Convertible Note, resulting in the issuance of 200,000 private placement warrants to the Sponsor. As of January 9, 2023, the Sponsor has fully exercised the option to convert $1,500,000 of Working Capital Loans into Private Placement Warrants.

On February 6, 2023, Jan Benjamin Pieter Coetzee was appointed as the first full-time employee and a non-executive officer of MAC-Sub.

Promissory Notes from Related Party

On October 25, 2022 the Company issued an unsecured promissory note (the “October 2022 Note”) to the Sponsor, pursuant to which the Company borrowed the maximum of $300,000 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The October 2022 Note bears no interest and all unpaid principal under the October 2022 Note will be due and payable in full the earlier of (i) August 2, 2023 and (ii) the consummation of the Business Combination. As of March 31, 2023 and December 31, 2022, $300,000 was outstanding under the October 2022 note.

On December 21, 2022, the Company issued an unsecured promissory note (the “December 2022 Note”) to the Sponsor pursuant to which the Company may borrow up to $1,254,533 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The December 2022 Note bears no interest and all unpaid principal under the December 2022 Note will be due and payable in full up the earlier of (i) August 2, 2023 and (ii) the acquisition of the CSA Mine in the Company’s Proposed Business Combination. The issuance of the December 2022 Note was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. As of March 31, 2023 and December 31, 2022, $1,187,496 and $486,096 was outstanding respectively under the December 2022 note.

On March 31, 2023, the Company issued an unsecured non-convertible promissory note (the “March 2023 Note”) to the Sponsor pursuant to which the Company may borrow up to $339,877 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The March 2023 Note bears no interest and all unpaid principal under the Note will be due and payable in full up the earlier of (i) August 2, 2023 and (ii) the acquisition of the Cornish, Scottish and Australian Mine (“CSA Mine”) in the Company’s business combination. As of March 31, 2023, there was no balance outstanding under the March 2023 Note.

Senior Syndicated Facility Agreement

On February 28, 2023, MAC-Sub, a wholly owned subsidiary of the Company, and MAC Limited (which will merge with and into the Company and be the surviving entity following the Business Combination (defined below)), as guarantors, entered into a syndicated facility agreement (“SFA”) with Citibank, N.A., Sydney Branch, Bank of Montreal, Harris Bank N.A., The Bank of Nova Scotia, Australian Branch, and National Bank of Canada (collectively, the “Senior Lenders”) and Citisecurities Limited, as agent for the Senior Lenders, to provide a senior syndicate loan facility to finance, in part, the Proposed Business Combination.

The SFA provides for, among other things, three credit facilities (collectively, the “Senior Facilitates”) as follows:

(i) a US$205 million acquisition term loan (“Facility A”) that can be used to fund the Business Combination Consideration, requires quarterly repayments that are sculpted as necessary to meet a Debt Service Cover Ratio minimum of 1.50x but can be mandatorily repaid by way of a ‘sweep’ of excess cash available to the MAC-Sub and each of its subsidiaries such that on the last day of each quarter, MAC-Sub must apply 30% of all excess cash in repayment of Facility A applied in inverse order of maturity, and is fully amortized over a notational 5 year loan life based on agreed financial modelling as described in the SFA;

(ii) a US$25 million revolving credit facility (“Facility B”) that can be used only for general corporate purposes post-closing of the Business Combination, requires repayments such that all loans under Facility B are repaid on or before the date that is 3 years after the date of financial close under the SFA (the “Termination Date”); and

(iii) a A$40 million letter of credit facility (“Facility C”) that is for performance guarantees in favor of the government of New South Wales in relation to the environmental rehabilitation obligations of the CSA Mine and for other financial bank guarantees, as required, requires repayment on the Termination Date. At present Facility A and Facility B are fully committed, with Facility C not yet having received full commitments, but structured on the basis that a further lender can accede to the SFA to fund that Facility C.

The rate of interest for Facility A and B is calculated from the aggregate of (i) the margin (being a fixed amount of 3.0% per annum), and (ii) the greater of zero or the secured overnight financing rate (“SOFR”) for such day. The issuance fee for Facility C (in lieu of interest) is 2% per annum on the amount of each outstanding performance guarantee, or 3% per annum on the amount of each outstanding financial guarantee. The SFA also specifies a default interest rate of an additional 2% per annum for overdue payments.

Under the SFA, certain events trigger an early repayment of certain amounts of the Senior Facilities (a “Mandatory Prepayment Event”) including, but not limited to, if at any point it becomes unlawful at any point for the Senior Lenders to perform any of their obligations under the SFA and if shares of the Company (or any other subsidiary) are suspended from trading on the NYSE or the Australian Securities Exchange for 10 consecutive business days (other than in connection with the consummation of the Business Combination prior to closing).

The SFA includes a number of financial covenants which MAC-Sub must comply with on specified testing dates (generally 12 month-rolling periods ending on the last day of each calendar-quarter). The financial covenants require MAC-Sub to (i) maintain a DSCR over any relevant period of not less than 1.20, (ii) have a forecast cash flow coverage ratio of not less than 1.25, (iii) have a Senior net debt to EBITDA ratio of not more than 2.5, (iv) maintain a ratio of total net debt to EBITDA of not more than 3.25 (for the first 12 months after financial close of the Senior Facilities) or 3.00 thereafter, (v) have available cash and cash equivalents of at least US$30 million at all times, and (vi) have a reserve tail ratio projection of over 25% at the Termination Date.

Additionally, the SFA requires MAC-Sub to deposit into a proceeds account money received from various cash flow sources including, but not limited to (i) sales proceeds from minerals, (ii) GST refunds and tax credits, (iii) proceeds from hedging activities, and (iv) other amounts received in relation to the CSA Mine. The SFA then specifies the reasons for, and order of priority to be attributed to, amounts to be withdrawn from the proceeds account (before remaining funds may be transferred to a distribution account for permitted dividends and distributions).

The Senior Facilities will be secured on a first lien basis by the Security Package (as described in the SFA).

The foregoing description of the SFA does not purport to be complete and is qualified in its entirety by reference to the full text of the SFA, a copy of which is attached as Exhibit 10.10 hereto.

Loan Note Subscription Agreement

On March 10, 2023, MAC-Sub, the Company, and New MAC, as guarantors, entered into a mezzanine debt facility loan note subscription agreement (the “Mezz Facility”) with Sprott Private Resource Lending II (Collector-2), LP, (the “Lender”) and Sprott Resource Lending Corp., as agent and security trustee for the Lender, to provide a mezzanine loan facility to finance, in part, MAC-Sub’s acquisition of the shares of CMPL in the Proposed Business Combination.

The Mezz Facility provides for, among other things, US$135,000,000 total funding available to New MAC with a maturity of five (5) years from the closing of the Business Combination. The interest rate on the Mezz Facility will be paid on a quarterly basis and is calculated as the aggregate of (i) the Interest Rate Margin (outlined below), and (ii) the greater of the 3-month term SOFR rate or 2.00% per annum. The Interest Rate Margin is calculated based on the copper price on the first day of each calendar quarter as quoted on the London Metal Exchange (“LME”). The variation in the copper price will determine the margin rate as well as the composition of interest payments (being either cash and/or capitalized to the principal (provided no event of default is continuing)) as described below:

LME Copper Price	Margin			Payment
<$3.40/lb		12.00	%	100% capitalized / 0% Cash
>$3.40/lb to $3.85/lb		10.00	%	60% capitalized / 40% Cash
>$3.85/lb		8.00	%	0% capitalized / 100% Cash

Under the Mezz Facility, any outstanding principal amount (together with all capitalized interest) is to be paid in full (i.e., bullet repayment) at the maturity date of the Mezz Facility. MAC-Sub is subject to standard and customary mandatory prepayment terms for a facility of this nature. MAC-Sub cannot make any voluntary pre-payments before the second anniversary of the term of the facility. After that time MAC-Sub may voluntarily prepay the whole facility amount only, subject to it also paying a prepayment premium of 4.00% for a prepayment during year 3 (noting that no prepayment premium is payable for voluntary prepayments thereafter).

The Mezz Facility will be secured against (i) all property, assets, undertaking and rights of CMPL including without limitation all property and assets comprising the CSA Mine, (ii) all property, assets, undertakings and rights of the Company, including all equity interests held directly by the Company in MAC-Sub, (iii) all property, assets, undertakings and rights of MAC-Sub, (iv) all property, assets, undertaking and rights of any other affiliates of the Company related to CMPL or the CSA Mine, and (v) all intercompany loans owing by CMPL, MAC-Sub, the Company or any of the Company’s affiliates related to CMPL or the CSA Mine to each or to any affiliate of the Company, and (vi) any other property, asset, right or undertaking of the Company or its subsidiaries that is subject to a security granted to any lender under the SFA, dated as of February 28, 2023, by and among MAC-Sub and the senior lenders party thereto. The security under the Mezz Facility will be subordinated to encumbrances granted under the SFA. CMPL and MAC-Sub (and any other direct or indirect affiliates of the Company holding a direct or indirect interest in the CSA Mine assets) will also guarantee the obligations of the Company under the Mezz Facility.

Except as otherwise described above, the Mezz Facility is subject to substantially similar terms relating to conditions, representations and warranties, customary terms, covenants, conditions precedents, events of default and other provisions as the SFA governing the three senior credit facilities, a copy of which is attached as Exhibit 10.10 hereto.

The foregoing description of the Mezz Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the Mezz Facility, a copy of which is attached as Exhibit 10.11 hereto.

Subscription Agreement

In connection with the Mezz Facility, New MAC, the Company, Sprott Private Resource Lending II (Collector), LP (the “Equity Subscriber”) and Sprott Private Resource Lending II (Collector-2), LP, (the “Warrant Subscriber”) entered into a subscription agreement (the “Subscription Agreement”) pursuant to which the Equity Subscriber has committed to purchase 1,500,000 New MAC Ordinary Shares (the “Subscribed Shares”) at a purchase price of $10.00 per share and an aggregate purchase price of $15,000,000. In addition, in accordance with the terms of the Mezz Facility, and subject to the consummation of the transactions contemplated thereby, the Warrant Subscriber will receive 3,187,500 warrants to purchase New MAC Ordinary Shares (the “New MAC Financing Warrants”) once the Mezz Facility begins. Each New MAC Financing Warrant will entitle the holder to purchase one New MAC Ordinary Share. The New MAC Financing Warrant documentation will contain customary anti-dilution clauses. The New MAC Financing Warrants will be fully transferrable and will last for the full term of the Mezz Facility with an exercise price of US$12.50 per share. Upon exercise, New MAC may either (i) cash-settle the New MAC Warrants, or (ii) direct the holder to offset the exercise price against the outstanding principal amount of the facility. New MAC may elect to accelerate the exercise date for the New MAC Financing Warrants if New MAC Ordinary Shares are quoted on a recognized stock exchange as over two (2) times the exercise price for twenty (20) consecutive trading days.

The obligations to consummate the transactions contemplated by the Subscription Agreement are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Mezz Facility and the Business Combination Agreement.

The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement, a copy of which is attached as Exhibit 10.12 hereto.

Silver Purchase Agreement, Silver Stream Equity Subscription Agreement and Redemptions Backstop Facility

On March 20, 2023, MAC-Sub, a wholly owned subsidiary of the Company, as a seller psa entity, the Company and New MAC following the Proposed Business Combination, as seller, entered into a silver purchase agreement (the “Silver Stream”) with Osisko Bermuda Limited (the “Purchaser”), pursuant to which the Purchaser will advance to New MAC a $75,000,000 upfront cash deposit (the “Silver Deposit”) on account of future deliveries of refined silver by New MAC to the Purchaser referenced to silver production from the CSA Mine (as defined below). The amount of the Silver Deposit will be increased by an additional $15,000,000 if the average silver market price quoted by the London Bullion Market Association (the “LBMA”) is $25.50 per ounce or more over the ten (10) business day period prior to the closing of the Silver Stream. The Silver Deposit represents a pre-payment of a portion of the purchase price for refined silver to be sold by New MAC to the Purchaser under the Silver Stream.

The Silver Deposit will be used by New MAC to finance, in part, the Proposed Business Combination. The Silver Stream provides for the sale by New MAC to the Purchaser of an amount of refined silver equal to 100% of payable silver (calculated as 90% of produced silver) produced by the CSA Mine during the life of mine. The Purchaser will make ongoing cash payments for refined silver delivered equal to 4% (the “Silver Cash Price”) of the silver price quoted on the LBMA for one ounce of refined silver on the day prior to the date of delivery (the “Silver Market Price”). Until the Silver Deposit is reduced to nil, the Purchaser shall credit the difference between the Silver Market Price and the Silver Cash Price against the outstanding Silver Deposit. After the Silver Deposit is reduced to nil, the Purchaser will pay only the Silver Cash Price for each ounce of refined silver.

Additionally, pursuant to the Silver Stream, the Purchaser has been granted a right of first refusal with respect to any royalty, stream or similar interest in the metals or other minerals mined from a project now or hereafter owned by MAC or any affiliate of New MAC that a third party offers to purchase from New MAC or any affiliate of New MAC (the “ROFR”). The ROFR, applies until the later to occur of: (i) seven (7) years from the closing date of the Silver Stream; and (ii) the date on which the Purchaser or any affiliate ceases to hold or control more than 5% of the issued share capital of New MAC.

Except as otherwise described above and customary terms and conditions for stream transactions, the Silver Stream contains substantially similar representations and warranties, covenants, events of default and other provisions as the SFA governing the three senior credit facilities. The Silver Stream is subject to the completion of the Senior Facilities, Mezz Facility and the Business Combination.

The foregoing description of the Silver Stream does not purport to be complete and is qualified in its entirety by reference to the full text of the Silver Stream, a copy of which is attached as Exhibit 10.13 hereto.

Silver Stream Equity Subscription Agreement

Concurrently, on March 20, 2023, New MAC and the Company entered into a subscription agreement with Osisko Bermuda Limited (the “Subscriber”) (the “Silver Stream Subscription Agreement”) pursuant to which the Subscriber has committed to purchase 1,500,000 New MAC Ordinary Shares at a purchase price of $10.00 per share and an aggregate price of $15,000,000. The subscription is conditional upon the completion of the Silver Stream, Senior Facilities, Mezz Facility and the Proposed Business Combination.

The Silver Stream Subscription Agreement provides for, among other things, the terms of the equity issue which are identical to the PIPE financing in connection with the Proposed Business Combination.

The foregoing description of the Silver Stream Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Silver Stream Subscription Agreement, a copy of which is attached as Exhibit 10.14 hereto.

Redemptions Backstop Facility

New MAC, the Company and the Purchaser entered into a Redemptions Backstop Facility, consisting of a Copper Purchase Agreement (as defined below) with an upfront deposit of up to $75,000,000 and up to a $25,000,000 equity subscription (to be subscribed for on a pro-rata basis equal to the proportion of the deposit under the Copper Purchase Agreement that New MAC elects to draw on prior to the closing of the Proposed Business Combination (the “Copper Stream Subscription Agreement” (as defined below)). The deposit to be made available under the Redemptions Backstop Facility is drawable at New MAC’s discretion in the event there is a shortfall of funds required for the Proposed Business Combination. The Redemptions Backstop Facility is subject to the completion of the Senior Facilities, Mezz Facility, Silver Stream and the Proposed Business Combination.

Copper Purchase Agreement

On March 20, 2023, MAC-Sub, as a seller psa entity, the Company and New MAC, as sellers, entered into a copper purchase agreement (the “Copper Stream”) with the Purchaser, pursuant to which the Purchaser will make available to New MAC an upfront cash deposit of up to $75,000,000 (the “Available Copper Deposit”) on account of future deliveries of refined copper by New MAC to the Purchaser referenced to copper production from the CSA Mine. New MAC may draw on the Available Copper Deposit in whole or in part by providing notice to the Purchaser no less than ten (10) business days prior to the closing of the Business Combination, with the Purchaser paying to New MAC in cash the amount of the Available Copper Deposit New MAC elects to draw down (the “Elected Deposit Percentage”) at the closing of the Business Combination (the “Copper Deposit”). The Copper Deposit represents a pre-payment of a portion of the purchase price for refined copper to be sold by New MAC to the Purchaser under the Copper Stream.

The Copper Stream provides for the sale by New MAC to the Purchaser of an amount of refined copper equal to the Copper Stream Percentage (as defined below) of payable copper (being 96.2% of produced copper) produced by the CSA Mine during the life of the mine. For the purposes of the Copper Stream, the “Copper Stream Percentage” shall mean during the following periods:

Time Period	% Payable Copper
Closing to 1st Anniversary of the Closing Date		—	%
1st Anniversary of the Closing Date to 5th Anniversary		3.00	%
5th Anniversary until 33,000 metric tonnes of Refined Copper delivered to the Purchaser (the “Threshold Quantity”)		4.875	%
Thereafter from the date that the Threshold Quantity has been met		2.25	%

The Threshold Quantity and Copper Stream Percentage will be adjusted on a pro rata basis in accordance with the Elected Deposit Percentage. In addition, under the Copper Stream, New MAC may elect to reduce the Copper Stream Percentage and the Threshold Quantity on the 5th anniversary of the closing date to the amounts and percentages set out in the Copper Stream upon making a one-time payment of $40,000,000 or $20,000,000, respectively.

The Purchaser will make ongoing cash payments for refined copper delivered equal to 4% (the “Copper Cash Price”) of the cash settlement price for one tonne of refined copper quoted by the LME on the date prior to the date of delivery (the “Copper Market Price”). Until the Copper Deposit is reduced to nil, the Purchaser shall credit the difference between the Copper Market Price and the Copper Cash Price against the outstanding Copper Deposit. After the Copper Deposit is reduced to nil, the Purchaser will pay only the Copper Cash Price for each tonne of refined copper.

Except as otherwise described above and customary terms and conditions for stream transactions, the Copper Stream contains substantially similar representations and warranties, covenants, events of default and other provisions as the SFA governing the Senior Facilities. The Copper Stream is subject to the completion of the Senior Facilities, Mezz Facility, Silver Stream and the Proposed Business Combination.

The foregoing description of the Copper Stream does not purport to be complete and is qualified in its entirety by reference to the full text of the Copper Stream, a copy of which is attached as Exhibit 10.15 hereto.

Copper Stream Equity Subscription Agreement

Concurrently, on March 20, 2023, New MAC and the Company entered into a subscription agreement with Osisko Bermuda Limited (the “Subscriber”) (the “Copper Stream Subscription Agreement”) pursuant to which the Subscriber has committed to purchase up to 2,500,000 New MAC Ordinary Shares at a purchase price of $10.00 per share and an aggregate price of up to $25,000,000. The number of shares purchased by the Subscriber shall be adjusted on a pro-rata basis proportional to the percentage of the Available Copper Deposit drawn down by New MAC under the Copper Stream. The subscription is conditional upon the completion of the Copper Stream, Silver Stream, Senior Facilities, Mezz Facility and the Business Combination.

The Copper Stream Subscription Agreement provides for, among other things, the terms of the equity issue which are identical to the PIPE financing in connection with the Proposed Business Combination.

The foregoing description of the Copper Stream Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Copper Stream Subscription Agreement, a copy of which is attached as Exhibit 10.16 hereto.

Private Placements

In connection with the Proposed Business Combination, on April 14, 2023, the Company, 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 ordinary shares, par value $0.0001 per share, of the Issuer (the “Subscribed Shares”) at a purchase price of $10.00 per share, for an aggregate purchase price of $113,625,060 in a private placement or placements (the “Private Placements”) to be consummated immediately prior to or substantially concurrently with the consummation of the Proposed Business Combination. The obligations of the parties to consummate the transactions contemplated by the Subscription Agreements shall be contingent upon, among other things, customary closing conditions and the consummation of the Proposed Business Combination.

The Subscription Agreements will terminate upon the earlier of (i) such date and time as the Share Sale Agreement is terminated in accordance with its terms, (ii) upon the mutual written agreement of the Company and Subscriber to terminate the Subscription Agreements, or (iii) August 2, 2023.

Michael James McMullen, Chief Executive Officer and a member of the board of directors of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $1,500,000. Katherine Crouse, spouse of Marthinus J. Crouse, Chief Financial Officer of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $250,000. Patrice Ellen Merrin, director of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $50,000.

In connection with the Subscription Agreements, Green Mountain Metals, LLC, the Company’s sponsor, agreed to transfer an aggregate of 517,500 shares of Class B common stock (Founder Shares converted to ordinary common stock on closing of the Proposed Business Combination) of the Company that it currently holds to certain investors who agreed to subscribe for a significant number of Subscribed Shares.

Results of Operations

Activity for the period from March 11, 2021 (inception) through March 31, 2023, relates to the preparation and consummation of the IPO, the search for a target to consummate a Business Combination, conducting due diligence on identified targets for a Business Combination and entering into the SSA. We will at the earliest generate any operating revenues after the completion of a Business Combination. We will generate non-operating income in the form of interest income from the proceeds derived from the IPO and placed in the Trust Account as well as interest income on operating cash balances.

For the three months ended March 31, 2023, we had a net loss of $5,227,142, consisting of the operating costs of $4,586,880, change in the fair value of warrant liabilities of $3,447,505, interest expense of $40,842 and bank fees of $1,191, offset by change in foreign exchange rate of $626 and trust interest income of $2,848,650.

For the three months ended March 31, 2022, we had a net loss of $5,848,813, consisting of the change in the fair value of warrant liabilities of $4,496,199, $1,369,159 in operating costs, and $869 in bank fees offset by trust interest income of $17,414.

We classify the warrants issued in connection with the IPO and Private Placement as liabilities at their fair value and adjust the warrant instruments to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our consolidated statement of operations. For the three months ended March 31, 2023, the change in fair value of warrants, including the addition of warrants issued upon conversion of the Sponsor Convertible Note, was a decrease of $3,347,504. On January 9, 2023, the Sponsor exercised its option to convert the issued and outstanding loan amount under the 2023 Sponsor Convertible Note, resulting in the issuance of 200,000 private placement warrants to the Sponsor. The fair value of the converted warrants at March 31, 2023 and January 9, 2023 (issuance) was $143,000 and $101,960.

Results of our operations and our ability to complete the Proposed Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. The business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. At this time, we cannot fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete the Proposed Business Combination.

Liquidity and Capital Resources

As of March 31, 2023, we had $35,075 of cash outside of our trust account and working capital deficit of $22,808,456. All remaining cash was held in the trust account and is generally unavailable for our use prior to an initial Business Combination.

We intend to use all the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (excluding deferred underwriting commissions) to complete our Business Combination. We may withdraw interest to pay our taxes. Further, our Sponsor, officers, directors, or their respective affiliates may, but are not obligated to, loan us funds as may be required (the “Working Capital Loans”). As described above, we entered into the 2022 Sponsor Convertible Note on April 13, 2022 that constitutes Working Capital Loans. If we complete a Business Combination, we will repay the Working Capital Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working Capital Loans will be repaid only out of funds held outside the Trust Account. In the event that our Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. On May 6, 2022, we borrowed $1,200,000 under Working Capital Loans. On May 24, 2022, the Sponsor exercised its option to convert the issued and outstanding loan amount of $1,200,000, resulting in the issuance of 800,000 private placement warrants to the Sponsor, fully satisfying the Company’s obligation under the 2022 Sponsor Convertible Note.

On October 25, 2022, we issued an unsecured non-convertible promissory note (the “October 2022 Note”) to the Sponsor pursuant to which the Company may borrow up to $300,000 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The October 2022 Note bears no interest and all unpaid principal under the note will be due and payable in full up to the earlier of (1) August 2, 2023 and (ii) the acquisition of the Cornish, Scottish and Australian Mine in the Company’s Proposed Business Combination. As of March 31, 2023, $300,000 was outstanding under the October 2022 Note.

On December 21, 2022, we issued an unsecured non-convertible promissory note (the “December 2022 Note”) to the Sponsor pursuant to which the Company may borrow up to $1,254,533 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The December Note bears no interest and all unpaid principal under the Note will be due and payable in full up the earlier of (i) August 2, 2023 and (ii) the acquisition of the Cornish, Scottish and Australian Mine in the Company’s Proposed Business Combination. As of March 31, 2023, $1,187,496 was outstanding under the December 2022 Note.

On January 9, 2023, we issued an unsecured promissory note (the “2023 Sponsor Convertible Note”) to the Sponsor pursuant to which the Company borrowed $300,000 from the Sponsor for transaction costs reasonably related to the consummation of the Proposed Business Combination. Concurrently upon the issuance of the 2023 Sponsor Convertible Note, on January 9, 2023, the Sponsor exercised its option to convert the issued and outstanding loan amount of $300,000 under the Sponsor Convertible Note, resulting in the issuance of 200,000 private placement warrants to the Sponsor. As of January 9, 2023, the Sponsor has fully exercised the option to convert $30,000 of Working Capital Loans into Private Placement Warrants.

On March 31, 2023, the Company issued an unsecured non-convertible promissory note to the Sponsor pursuant to which the Company may borrow up to $339,877 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The Note bears no interest and all unpaid principal under the Note will be due and payable in full up the earlier of (i) August 2, 2023 and (ii) the acquisition of the Cornish, Scottish and Australian Mine (“CSA Mine”) in the Company’s business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. We entered commitment letters that would provide additional sources of financing for the Business Combination (See Note 7). In addition, management has determined that if the Company is unable to complete a Business Combination by August 2, 2023, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution as well as the Company’s anticipated capital requirements raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the consolidated financial statements are issued. There is no assurance that the Company’s plans to raise additional capital (to the extent ultimately necessary) or to consummate the Proposed Business Combination will be successful or successful within the Combination Period.

Off-Balance Sheet Financing Arrangements

We did not have any off-balance sheet arrangements as of March 31, 2023.

Contractual Obligations

Underwriter’s Agreement

The underwriter had a 45-day option from the date of the IPO to purchase up to an additional 3,750,000 Units to cover over-allotments, if any. On September 3, 2021, the underwriter partially exercised its over-allotment option to purchase an additional 1,514,780 Units (the “Over-Allotment Units”). Pursuant to the underwriter’s agreement, the underwriter will be entitled to a deferred underwriting discount of 3.5% or $9,280,173 of the gross proceeds of the IPO (including the Over-Allotment Units) held in the Trust Account upon the completion of our initial Business Combination subject to the terms of the underwriting agreement. See Note 7 to the unaudited condensed financial statements for further discussion of the underwriter’s agreement.

Legal Services Agreement

Legal services rendered by U.S. General Counsel are accrued on a quarterly basis but deferred for settlement until the closing of the Proposed Business Combination. The accrued fees as of March 31, 2023 and December 31, 2022 were $4,168,087 and $3,373,124, respectively.

Tax Planning Services Agreement

Tax Planning services rendered by our tax advisor are accrued on a monthly basis but deferred for settlement until the closing of the Proposed Business Combination. The deferred fees as of March 31, 2023 and December 31, 2022 were $662,562 and $544,119, respectively.

As of March 31, 2023, we did not have any other long-term debt, finance or operating lease obligations.

Glencore Deed of Consent

On November 22, 2022, the Company, MAC-Sub and Metals Acquisition Limited (“MAC Limited”) entered into a Deed of Consent and Covenant (the “Deed of Consent and Covenant”) with Glencore to amend the SSA (the “Amendment”). Pursuant to the Amendment, the Company agreed to assume the costs related to the auditing fees associated with CMPL. The fees are being paid by Glencore and are repayable by the Company to Glencore at the earliest of the closing of the Proposed Business Combination or the cessation thereof. The deferred fees payable to Glencore as of March 31, 2023 and December 31, 2022, were $4,530,101 and $2,995,087, respectively.

Going Concern and Management’s Plan

As of March 31, 2023, we had $35,075 of cash and a working capital deficit of $22,808,456.

We have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. We will need to raise additional capital through loans or additional investments from our Sponsor, stockholders, officers, directors, or third parties. Our officers, directors and Sponsor may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Until the consummation of the Business Combination, we will be using the funds not held in the Trust Account. We entered commitment letters that would provide additional sources of financing for the Proposed Business Combination (See Note 7).

On April 13, 2022, we issued an unsecured promissory note (the “2022 Sponsor Convertible Note”) to the Sponsor pursuant to which we could borrow up to $1,200,000 from the Sponsor for working capital needs, including transaction costs reasonably related to the consummation of the Proposed Business Combination (Refer to Note 5). On May 6, 2022, we borrowed $1,200,000 under the 2022 Sponsor Convertible Note. On May 24, 2022, the Sponsor exercised its option to convert the issued and outstanding loan amount of $1,200,000 under the 2022 Sponsor Convertible Note resulting in the issuance of 800,000 private placement warrants to the Sponsor, fully satisfying our obligation under the 2022 Sponsor Convertible Note.

On October 25, 2022, we issued an unsecured non-convertible promissory note (the “October 2022 Note”) to the Sponsor pursuant to which we may borrow up to $300,000 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The October 2022 Note bears no interest and all unpaid principal under the note will be due and payable in full up to the earlier of (1) August 2, 2023, and (ii) the acquisition of the Cornish, Scottish and Australian Mine in the Company’s Proposed Business Combination. As of March 31, 2023, $300,000 was outstanding under the October 2022 Note.

On December 21, 2022, we issued an unsecured non-convertible promissory note (the “December 2022 Note”) to the Sponsor pursuant to which we may borrow up to $1,254,533 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The December 2022 Note bears no interest and all unpaid principal under the Note will be due and payable in full up the earlier of (i) August 2, 2023, and (ii) the acquisition of the Cornish, Scottish and Australian Mine in the Company’s Proposed Business Combination. As of March 31, 2023, $1,187,496 was outstanding under the December 2022 Note.

On January 9, 2023, we issued an unsecured promissory note (the “2023 Sponsor Convertible Note”) to the Sponsor pursuant to which the Company borrowed $300,000 from the Sponsor for transaction costs reasonably related to the consummation of the Proposed Business Combination. Concurrently upon the issuance of the 2023 Sponsor Convertible Note, on January 9, 2023, the Sponsor exercised its option to convert the issued and outstanding loan amount of $300,000 under the Sponsor Convertible Note, resulting in the issuance of 200,000 private placement warrants to the Sponsor. As of January 9, 2023, the Sponsor has fully exercised the option to convert $300,000 of Working Capital Loans into Private Placement Warrants.

On March 31, 2023, the Company issued an unsecured non-convertible promissory note to the Sponsor pursuant to which the Company may borrow up to $339,877 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The Note bears no interest and all unpaid principal under the Note will be due and payable in full up the earlier of (i) August 2, 2023 and (ii) the acquisition of the Cornish, Scottish and Australian Mine (“CSA Mine”) in the Company’s business combination.

In connection with our assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB’s”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have until August 2, 2023 to consummate a Business Combination. It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and an extension of the period of time the Company has to complete a Business Combination has not been approved by the Company’s stockholders, there will be a mandatory liquidation and subsequent dissolution of the Company. We have determined that mandatory liquidation, should a Business Combination not occur, and an extension not approved by the stockholders of the Company, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 2, 2023. We intend to continue to complete a Business Combination before the mandatory liquidation date. The Company is within 5 months from its mandatory liquidation date as of the time of filing of this Report.

Critical Accounting Policies and Estimates

The preparation of unaudited condensed consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Derivative Financial Instruments

We evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” Our derivative instruments are recorded at fair value as of the IPO on August 2, 2021, and re-valued at each reporting date, with changes in the fair value reported in the consolidated statement of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. We have determined the warrants are derivative instruments. As the warrants meet the definition of a derivative, the Warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the consolidated statements of operations in the period of change.

Warrant Instruments

We account for the 13,666,666 warrants issued in connection with the IPO and Private Placement and an additional 504,927 Public Warrants and 201,971 Private Placement Warrants with the exercise of the underwriter’s over-allotment option as well as the 800,000 and 200,000 Private Placement Warrants from the conversion of the December 2022 Note and 2023 Sponsor Convertible Note respectively, in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging.” Under FASB ASC 815 the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, we classify the warrant instrument as a liability at fair value and adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s consolidated statement of operations. The fair value of warrants will be estimated using an internal valuation model. The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period.

Ordinary Shares Subject to Possible Redemption

We account for ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s deficit. Our ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the balance sheets.

Net Income (Loss) Per Share

The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. In applying the two-class method, net income (loss) is shared pro rata between the two classes of shares whereas net losses, after adjustment for Trust income, are allocated solely to Class B ordinary shares, as Class A ordinary shares have no obligation to fund losses nor is their redemption feature reduced as a result of losses. Private and public warrants to purchase 14,373,564 Class A ordinary shares at $11.50 per share were issued on August 2, 2021, and September 3, 2021. On May 24, 2022, the Sponsor exercised its option to convert the issued and outstanding loan amount of $1,200,000 under the 2022 Sponsor Convertible Note, resulting in the issuance of 800,000 private placement warrants to the Sponsor. Each private placement warrant entitles the Sponsor to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. The calculation of diluted (loss) income per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, and (iii) Private Placement, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the periods. Accretion associated with the redeemable Class A ordinary shares is excluded from (losses) earnings per share as the redemption value approximates fair value.

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging –Contracts on an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on August 2, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions, we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

EX-99.2

Exhibit 99.2

COBAR MANAGEMENT PTY LIMITED 

UNAUDITED INTERIM CONDENSED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

			Three months ended March 31
US$ thousand	Notes		2023			2022
Revenue from related party		5	$	65,227		$	76,516
Cost of goods sold				(51,749	)		(44,558	)
Gross profit				13,478			31,958
Distribution and selling expenses				(3,275	)		(4,778	)
Administrative expenses				(299	)		(246	)
Operating profit				9,904			26,934
Net foreign exchange losses				(672	)		(253	)
Finance income		8		4			-
Finance costs		8		(153	)		(169	)
Profit before income taxes				9,083			26,512
Income tax expense		9		(3,981	)		(12,973	)
Profit for the period			$	5,102		$	13,539
Other comprehensive income				-			-
Total comprehensive income			$	5,102		$	13,539
Earnings per share
Weighted average number of ordinary shares for the purposes of basic and diluted earnings per share		24		1			1
Basic		24	$	5,102		$	13,539
Diluted		24	$	5,102		$	13,539

The accompanying notes are an integral part of the unaudited interim condensed financial statements.

COBAR MANAGEMENT PTY LIMITED

INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION

US$ thousand	Notes		March 31, 2023		December 31, 2022
			(Unaudited)
Assets
Current assets
Cash and cash equivalents			$	406	$	1,316
Trade receivables from related parties		10		-		9,052
Other receivables		10		1,648		3,180
Inventories		11		21,415		23,039
Prepaid expenses				1,962		3,422
			$	25,431	$	40,009
Non-current assets
Property, plant and equipment		12	$	423,910	$	422,226
Intangible assets		13		721		747
Inventories		11		334		354
Prepaid expenses				56		57
			$	425,021	$	423,384
Total assets			$	450,452	$	463,393
Liabilities
Current liabilities
Trade payables		14	$	10,734	$	21,139
Trade payables to related parties		14		1,720		799
Other payables		14		6,483		6,560
Lease liabilities		15		568		848
Provisions		16		11,870		13,790
			$	31,375	$	43,136
Non-current liabilities
Lease liabilities		15	$	67	$	128
Provisions		16		44,600		44,408
Deferred tax liabilities				10,108		8,750
				54,775		53,286
Total liabilities			$	86,150	$	96,422
Net assets			$	364,302	$	366,971
Equity
Share capital		22		-		-
Retained earnings				209,606		204,504
Parent net investment		21		154,696		162,467
Total equity			$	364,302	$	366,971

The accompanying notes are an integral part of the unaudited interim condensed financial statements.

COBAR MANAGEMENT PTY LIMITED 

UNAUDITED INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

			Share capital
US$ thousand	Notes		Number of shares		Amount		Retained earnings		Parent net investment			Total equity
At January 1, 2022				1		-	$	209,863	$	135,797		$	345,660
Profit for the period				-		-		13,539		-			13,539
Net changes in parent company net investment		21		-		-		-		(6,030	)		(6,030	)
At March 31, 2022				1		-	$	223,402	$	129,767		$	353,169
At January 1, 2023				1		-		204,504		162,467			366,971
Profit for the period				-		-		5,102		-			5,102
Net changes in parent company net investment		21		-		-		-		(7,771	)		(7,771	)
At March 31, 2023				1		-	$	209,606	$	154,696		$	364,302

The accompanying notes are an integral part of the unaudited interim condensed financial statements.

COBAR MANAGEMENT PTY LIMITED

UNAUDITED INTERIM CONDENSED STATEMENT OF CASH FLOWS

			Three months ended March 31
US$ thousand	Notes		2023			2022
Operating activities
Profit before income taxes			$	9,083		$	26,512
Adjustments for:
Depreciation and amortization		6		11,721			11,950
Net foreign exchange losses				672			253
Finance income		8		(4	)		-
Finance costs		8		153			169
Movements in provisions				(1,767	)		(1,477	)
Other non-cash				(547	)		(217	)
				19,311			37,190
Decrease/(increase) in trade receivables from related parties				9,052			(1,442	)
Decrease in other receivables				1,532			2,014
Decrease in prepaid expenses				1,404			5,550
Decrease/(increase) in inventories				1,644			(809	)
Increase in trade payables to related parties				921			187
Decrease in trade payables				(1,676	)		(41	)
Decrease in other payables				(77	)		(855	)
Cash generated by operations				32,111			41,794
Income taxes paid by related party1		9		(1,370	)		(10,220	)
Interest received		8		4			-
Interest paid				(117	)		(125	)
Net cash generated by operating activities			$	30,628		$	31,448
Investing activities
Purchase of property, plant, and equipment and intangibles				(22,035	)		(19,392	)
Net cash used in investing activities			$	(22,035	)	$	(19,392	)
Financing activities
Payment of lease liabilities				(346	)		(316	)
Transfers to Parent				(9,027	)		(11,049	)
Net cash used in financing activities			$	(9,373	)	$	(11,365	)
(Decrease)/increase in cash and cash equivalents				(780	)		691
Cash and cash equivalents at the beginning of the period				1,316			79
Net foreign exchange difference				(130	)		54
Cash and cash equivalents at the end of the period			$	406		$	824

1 The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment Pty Limited (“Glencore Investment”), a related party of the Company, is the head entity. Tax payments from companies within the Glencore Investment tax consolidated group are made by Glencore Investment in accordance with the tax sharing and tax funding agreements entered into by those entities and settled through intercompany loans via parent net investment (see note 21).

The accompanying notes are an integral part of the unaudited interim condensed financial statements.

COBAR MANAGEMENT PTY LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS

1. Corporate information

Cobar Management Pty. Limited (“Cobar” or the “Company”) is a proprietary company incorporated in Australia. Its parent entity is Glencore Operations Australia Pty Limited (“Glencore Operations Australia”). Its ultimate parent entity is Glencore plc (the “Parent”).

The unaudited interim condensed financial statements of the Company for the period ended March 31, 2023 were authorized for issue in accordance with a resolution of the Directors on May 19, 2023.

Cobar is primarily engaged in the operation of Cornish, Scottish and Australian underground copper mine (“CSA mine”) in Australia. The CSA mine was transferred to the Company on November 29, 2021 as part of the Reorganization (as described below). Prior to November 29, 2021, the Company was the manager and operator of the CSA mine.

From January 1, 2019 to November 28, 2021 Acelight Pty Limited (“Acelight”) and Isokind Pty Limited (“Isokind”) owned the assets in the CSA mine in a 40/60 split respectively, pursuant to an unincorporated joint arrangement. Whilst Acelight, Isokind, and Cobar each have a different immediate parent, all of them are indirectly 100% owned and controlled by their ultimate parent entity, Glencore plc, for all periods presented in the financial statements.

On November 29, 2021, all assets, tenements and residual interests held by Acelight and Isokind for the operation of the CSA mine were transferred to Cobar (the “Reorganization”). The consideration was settled by related party loans. As this was a transaction between entities under common control, the book value basis of accounting, organized the book values of the Parent, was used to record the assets and liabilities contributed to Cobar. Further, the financial statements report the results of the CSA mine operations as though the transfer of net assets occurred at January 1, 2020.

On March 17, 2022, Glencore Operations Australia entered a binding agreement with Metals Acquisition Corp (“MAC”) for the sale and purchase of Cobar. MAC will assume ownership and full operational control of the Company and will enter into an offtake agreement with the Parent for 100% of the copper concentrate produced at the CSA mine in return for consideration of $1.05 billion in cash, $50 million equity stake in MAC and 1.5% copper only net smelter return life of mine royalty upon completion of the transaction. On November 22, 2022, Glencore Operations Australia entered a binding deed of amendment with MAC in respect of the March 17, 2022, agreement, for the sale and purchase of Cobar. The deed of amendment provides consent to the re-domiciliation of MAC and amends consideration to $775 million in cash (with the ability to scale up to $875 million cash depending on Private Investment in Public Entity (“PIPE”) demand), up to $100 million equity stake in MAC, $75 million deferred to be paid out of half the proceeds of any future equity raise, $75 million contingent payment payable when copper averages greater than $4.25/lb for 18 continuous months over the life of mine (“LOM”), $75 million contingent payment payable when copper averages greater than $4.50/lb for 24 continuous months over the LOM, and 1.5% copper only net smelter return life of mine royalty upon completion of the transaction. The transaction, expected to be completed in 2023, is subject to the approval of MAC’s shareholders and other customary closing conditions, including regulatory approvals. The date of completion was extended to June 1, 2023.

2. Significant accounting policies

2.1 Basis of preparation

The unaudited interim condensed financial statements are general purpose financial statements, which have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all of the information required in financial statements in accordance with International Financial Reporting Standards (“IFRS”) and should be read in conjunction with the financial statements for the year ended December 31, 2022.

The Company’s financial information is presented as financial information using the historical results of operations and the historical bases of assets and liabilities of the Parent. The share of Cobar is owned by, and all operations of Cobar are controlled, by the Parent.

The business of the Company is the operation of the CSA mine in New South Wales, Australia. Management of the Company believes assumptions underlying the unaudited interim condensed financial statements are reasonable. However, the unaudited interim condensed financial statements may not be indicative of the interim condensed financial position, results of operations, and cash flows of the Company in the future or if it had operated independently of the Parent. Actual costs that would have been incurred if the Company had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, primarily including, technical services, engineering, finance, and other general corporate and administrative costs, such as treasury, human resources, legal and others.

The interim condensed statement of profit or loss and other comprehensive income includes all revenues and costs directly attributable to the Company as well as an allocation of corporate expenses from the Parent that provide support to the Company related to general and administrative expenses. These corporate expenses have been allocated to Cobar based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount or capital employed. The Parent allocates these costs to the Company using methodologies that management believes are appropriate and reasonable.

Treasury and net funding activities, and tax transactions between the Parent and the Company are accounted through Parent net investment in Cobar. These transactions between Parent and Company are deemed to have been settled immediately through Parent net investment and are shown as a net change in this account (see note 21 for additional information). As all transactions are long-term funding related, these have been accounted for as movements within the Parent net investment balance.

The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment Pty Limited (“Glencore Investment”), a subsidiary of the Parent, is the head entity.

The unaudited interim condensed financial statements have been prepared on an accruals basis and are based on historical cost. Historical cost is generally based on the fair values of the consideration given in exchange for assets.

All amounts are presented in United States dollars (US$) and all values are rounded to the nearest thousand unless otherwise indicated.

Going concern

Although the Company is in a net current liability position of $5,417, based upon an assessment of Cobar’s forecast financial position and performance, management have determined that they have, at the time of approving the unaudited interim condensed financial statements, a reasonable expectation that the Company has access to adequate resources to continue to pay debts as and when they are due and payable for the 12 months from the date of approval of these unaudited interim condensed financial statements, whilst a 100% wholly owned subsidiary of the Parent. Therefore, management continue to adopt the going concern basis of accounting in preparing these unaudited interim condensed financial statements.

2.2 Application of new and revised accounting standards

These unaudited interim condensed financial statements are prepared using the same accounting policies as applied in the audited 2022 financial statements.

The following clarification revision to existing accounting pronouncements became effective as of January 1, 2023 and has been adopted by the Company.

Amendments to IAS 1 – Classification of Liabilities as Current or Non-current – effective for year ends beginning on or after January 1, 2023

The amendments clarify the requirements for the presentation of liabilities in the statement of financial position as current or non-current in IAS 1 Presentation of Financial Statements.

Amendments to IAS 8 – Definition of Accounting Estimates– effective for year ends beginning on or after January 1, 2023

The amendments introduce the definition of accounting estimates and include other amendments to IAS 8 to help entities distinguish changes in accounting estimates from changes in accounting policies.

Amendments to IAS 1 – Disclosure of Accounting Policies – effective for year ends beginning on or after January 1, 2023

The amendments require companies to disclose their material accounting policy information rather than their significant accounting policies.

Amendments to IAS 12 – Deferred Tax related to Assets and Liabilities arising from a Single Transaction – effective for year ends beginning on or after January 1, 2023

The amendments introduce a further exception from the initial recognition exemption under IAS 12. Under the amendments, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences.

The amendments did not have a material impact on these unaudited interim condensed financial statements.

3. Critical accounting judgments and key sources of estimation uncertainty

The critical accounting judgements and key sources of estimation uncertainty for the three months ended March 31, 2023 are the same as those disclosed in the audited December 31, 2022 financial statements, except for income taxes. Income taxes are recognized based on the best estimate of the weighted average annual effective income tax rate expected for the full financial year.

4. Segment information

The chief operating decision maker has been identified as the General Manager for the CSA mine. The General Manager makes decisions with respect to allocation of resources and assesses performance of the Company. The Company is organized and operates in one single business segment focused on the mining and production of copper and silver from the CSA mine. The performance of the Company, being CSA mine operation, is assessed and managed in totality.

All sales are made to its single client, Glencore International AG in Switzerland and all assets are held in one geographical location, being the CSA mine site in Australia. Since the Company operates in one segment, all financial information required by “Segment Reporting” such as major customers, and the countries in which the entity holds material assets and reports revenue can be found in the accompanying financial statements.

5. Revenue

	Three months ended March 31
US$ thousand	2023		2022
Sale of commodities – Copper	$	62,657	$	73,780
Sale of by product – Silver		2,570		2,736
Total	$	65,227	$	76,516

Revenue is derived principally from the sale of commodities, recognized once the control of the goods has transferred from the Company to the customer. The Company sells copper concentrate (which includes silver) produced exclusively to Glencore International AG (refer to note 21 on Related Parties).

Products of the Company may be provisionally priced at the date revenue is recognized (note 17). The impact on revenue recognized due to the changes in pricing of copper for the sales provisionally priced as at March 31, 2023 is an increase of $1,098 thousand (March 31, 2022: an increase of $2,155 thousand), accounted for under IFRS 9. Final settlements are recognized within revenue.

At March 31, 2023, the Company had 15,458 thousand pounds (March 31, 2022: 25,282 thousand pounds) of provisionally priced copper sales subject to final pricing over the next several months. The average provisional price per pound of these provisionally priced sales subject to final pricing is $2.97 (March 31, 2022, $3.33).

6. Depreciation and amortization expense

			Three months ended March 31
US$ thousand	Notes		2023			2022
Included in cost of goods sold:
Depreciation expenses		12	$	(11,696	)	$	(11,942	)
Amortization expenses				(25	)		(8	)
Total			$	(11,721	)	$	(11,950	)

7. Employee benefits expense

	Three months ended March 31
US$ thousand	2023			2022
Included in cost of goods sold:
Wages and salaries	$	(11,716	)	$	(11,660	)
Defined contribution plans		(1,574	)		(1,513	)
Other employee benefits		-			(3	)
Total	$	(13,290	)	$	(13,176	)

8. Finance income and costs

			Three months ended March 31
US$ thousand	Notes		2023			2022
Finance income
Interest income from banks and other third parties			$	4		$	-
Total			$	4		$	-
Finance costs
Interest expense on debts and borrowings				(1	)		-
Interest expense on loans from related parties				-			(4	)
Interest expense on lease liabilities				(11	)		(21	)
Total interest expense				(12	)		(25	)
Accretion expense on rehabilitation provision		16		(141	)		(144	)
Total			$	(153	)	$	(169	)
Finance costs – net			$	(149	)	$	(169	)

9. Income taxes

Income taxes consist of the following:

	Three months ended March 31
US$ thousand	2023			2022
Current income tax expense	$	(2,621	)	$	(15,237	)
Total income tax expense	$	(2,621	)	$	(15,237	)
Deferred income tax (expense)/benefit	$	(1,359	)	$	2,264
Total deferred income tax (expense)/benefit	$	(1,359	)	$	2,264
Total income tax expense reported in the interim condensed statement of profit or loss	$	(3,981	)	$	(12,973	)
Reconciliation of income tax expense and the accounting profit multiplied by Australia’s domestic tax rate:
US$ thousand	2023			2022
Profit before income taxes	$	9,083		$	26,512
Income tax expense calculated at the Australian income tax rate of 30% (2022: 30%)		(2,725	)		(7,954	)
Tax effects of:
Movement in uncertain tax position		(1,256	)		(5,019	)
Income tax expense	$	(3,981	)	$	(12,973	)

Income tax judgements and uncertain tax liabilities

The Company assesses its liabilities and contingencies for all tax years open to audit based upon the latest information available. Inherent uncertainties exist in estimates of tax contingencies due to complexities of interpretation and changes in tax laws. For those matters where it is probable that an adjustment will be made, the Company records its reasonable estimate of these tax liabilities, including related penalty and interest charges. The estimate consists of a transfer pricing matter, in respect of the price charged for commodity sales to Glencore International AG (refer to note 5), that has been open for a number of years and may take several more years to resolve. In recognizing a provision for these taxation exposures, consideration was given to the range of possible outcomes to determine the Company’s best estimate of the amount to provide. As at March 31, 2023 the Company has recognized $49,011 thousand (2022: $47,755 thousand) of uncertain tax liabilities related to possible adverse outcomes of this matter, and income tax payable through a related party loan with Glencore Investment via parent net investment, the head entity of the tax consolidated group (see note 21). The increase in the liability associated with the transfer pricing matter during the three months ended March 31, 2023 of $1,256 thousand (March 31, 2022: $5,019 thousand) reflects the outcome of the latest estimate by the Company, relevant court rulings, and other factual developments.

10. Trade and other receivables

US$ thousand	Notes		March 31, 2023		December 31, 2022
Financial assets at fair value through profit or loss
Trade receivables from related parties containing provisional pricing features		21	$	-	$	9,052
Other receivables
Financial assets at amortized cost
Other receivables				1		1
Non-financial instruments
Indirect tax receivable				1,647		3,179
Total other receivables			$	1,648	$	3,180

The average credit period on sales of goods on credit is nil days (2022: 16 days). The carrying value of trade receivables approximates fair value.

The Company determines the expected credit loss on receivables based on different scenarios of probability of default and expected loss applicable to each of the material underlying balances. The Company has determined that the expected credit loss is immaterial as all related party balances are effectively supported by the Parent and no material anticipated losses will occur.

11. Inventories

US$ thousand	March 31, 2023		December 31, 2022
Current
Supplies and consumables	$	14,154	$	12,595
Work in progress		129		670
Finished goods		7,132		9,774
Total current	$	21,415	$	23,039
Non-current
Supplies and consumables	$	334	$	354
Total non-current	$	334	$	354
Total	$	21,749	$	23,393

The cost of inventories recognized as an expense within cost of goods sold during the three months ended March 31, 2023 was $10,041 thousand (2022: $6,569 thousand).

All inventories are valued at the lower of cost or net realizable value. At 2023 all inventory is measured at cost (2022: at cost).

Non-current inventories are not expected to be utilized or sold within 12 months, based on historical usage, and are therefore classified as non-current inventory.

12. Property, plant and equipment, net

US$ thousand	Notes		Freehold land and buildings			Plant and equipment			Right-of-use assets			Mine development			Total
Net book value
At January 1, 2023			$	1,247		$	201,133		$	899		$	218,947		$	422,226
Depreciation		6		(65	)		(7,218	)		(352	)		(4,061	)		(11,696	)
Additions				-			4,141			-			9,239			13,380
At March 31, 2023			$	1,182		$	198,056		$	547		$	224,125		$	423,910

Plant and equipment includes expenditure for construction in progress of $87,805 thousand (2022: $86,191 thousand).

Through management’s review of internal and external factors, no indicators of impairment existed in 2023 and 2022.

13. Intangible assets, net

Licences and software

The Company has immaterial intangible assets with a net book value at March 31, 2023 of $721 thousand (2022: $747 thousand). These intangible assets include licences and ERP software with the IP rights being held by the Parent, and the Company paying for the use of its own instance of the software.

14. Trade and other payables

US$ thousand	Notes		March 31, 2023		December 31, 2022
Financial liabilities at amortized cost
Trade payables due to third parties			$	10,734	$	21,139
Trade payables due to related parties		21		1,720		799
Other payables
Financial liabilities at amortized cost
Mining royalty payable				1,871		1,757
Accrued expenses				4,612		4,803
Total other payables			$	6,483	$	6,560

Trade payables are obligations to pay for goods and services. Trade payables have an average payment period of 17 days (2022: 23 days) depending on the type of goods and services and the geographic area in which the purchase transaction occurs and the agreed terms. The carrying value of trade payables approximates fair value.

15. Leases

Lease liabilities

US$ thousand	March 31, 2023		December 31, 2022
Current
Lease liabilities	$	568	$	848
Total current	$	568	$	848
Non-current
Lease liabilities		67		128
Total non-current		67		128
Total	$	635	$	976

Reconciliation of cash flow to movement in lease liabilities

	Three months ended March 31
US$ thousand	2023			2022
Cash related movements in leases liabilities1
Payment of lease liabilities	$	(346	)	$	(316	)
		(346	)		(316	)
Non-cash related movements in lease liabilities
Foreign exchange movements		(7	)		90
Change in lease liabilities2		12			496
		5			586
(Decrease)/increase in lease liabilities for the period		(341	)		270
Total lease liabilities – opening	$	976		$	1,273
Total lease liabilities – closing	$	635		$	1,543

1 See unaudited interim condensed statement of cash flows.

2 2022 relates to new leases.

Right-of-use assets

The Company leases several assets including buildings and plant and equipment. As at March 31, 2023 the net book value of recognized right-of-use assets relating to buildings was $411 thousand (2022: $515 thousand) and plant and equipment $136 thousand (2022: $384 thousand). The depreciation charge for the three months ended March 31, 2023 related to those assets was $104 thousand (2022: $61 thousand) and $248 thousand (2022: $248 thousand).

Disclosure of amounts recognized as right-of-use assets in the unaudited interim condensed statement of financial position are included within note 12.

Amounts recognized in the unaudited interim condensed statement of profit or loss and other comprehensive income are detailed below:

	Three months ended March 31
US$ thousand	2023			2022
Depreciation on right-of-use assets	$	(352	)	$	(309	)
Interest expense on lease liabilities		(11	)		(21	)
Expense relating to variable lease payments not included in the measurement of the lease liability1		(169	)		-
Expense relating to short-term leases		(350	)		(1,536	)
Expense relating to low-value leases		(1	)		-
Total	$	(883	)	$	(1,866	)

1 Relates to variable lease payments on fleet hire based on available hours.

16. Provisions

US$ thousand	Employee entitlements			Rehabilitation costs		Other			Total
January 1, 2023	$	14,277		$	43,868	$	53		$	58,198
Utilised		(1,775	)		-		-			(1,775	)
Accretion		-			141		-			141
Effect of foreign currency exchange movements		(166	)		73		(1	)		(94	)
Net book value March 31, 2023	$	12,336		$	44,082	$	52		$	56,470
Current	$	11,548		$	270	$	52		$	11,870
Non-current		788			43,812		-			44,600
Net book value March 31, 2023	$	12,336		$	44,082	$	52		$	56,470

17. Financial instruments

Fair value of financial instruments

The following tables present the carrying values and fair values of the Company’s financial instruments. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal market at the measurement date under current market conditions. Where available market rates have been used to determine fair values. When market values are not available, fair values have been calculated by discounting expected cash flows at prevailing market interest and exchange rates. The estimated fair values have been determined using market information and appropriate valuation methodologies but are not necessarily indicative of the amounts that the Company could realize in the normal course of business.

The financial assets and liabilities are presented by class in the tables below at their carrying values, which generally approximate the fair values.

2023

US$ thousand	Notes		Amortized cost		FVTPL1		Total
Assets
Other receivables		10	$	1	$	-	$	1
Total financial assets			$	1	$	-	$	1
Liabilities
Trade payables		14	$	10,734	$	-	$	10,734
Trade payables to related parties		14		1,720		-		1,720
Other payables		14		6,483		-		6,483
Lease liabilities		15		635		-		635
Total financial liabilities			$	19,572	$	-	$	19,572

1  FVTPL - Fair value through profit or loss.

2022

US$ thousand	Notes		Amortized cost		FVTPL1		Total
Assets
Trade receivables from related parties		10	$	-	$	9,052	$	9,052
Other receivables		10		1		-		1
Total financial assets			$	1	$	9,052	$	9,503
Liabilities
Trade payables		14	$	21,139	$	-	$	21,139
Trade payables to related parties		14		799		-		799
Other payables		14		6,560		-		6,560
Lease liabilities		15		976		-		976
Total financial liabilities			$	29,474	$	-	$	29,474

1  FVTPL - Fair value through profit or loss.

18. Fair value measurements

Fair values are primarily determined using quoted market prices or standard pricing models using observable market inputs where available and are presented to reflect the expected gross future cash in/outflows.

Some of the Company’s financial assets are measured at fair value at the end of each reporting period.

2023

US$ thousand	Notes	Level 1		Level 2		Level 3		Total
Financial assets
Cash and cash equivalents		$	406	$	-	$	-	$	406
Total		$	406	$	-	$	-	$	406

2022

US$ thousand		Level 1		Level 2		Level 3		Total
Financial assets
Cash and cash equivalents		$	1,316	$	-	$	-	$	1,316
Trade receivables	10		-		9,052		-		9,052
Total		$	1,316	$	9,052	$	-	$	10,368

During the three months ended March 31, 2023 no amounts were transferred between Level 1 and Level 2 of the fair value hierarchy and no amounts were transferred into or out of Level 3 of the fair value hierarchy for either other financial assets or other financial liabilities.

19. Commitments

Capital commitments

Capital expenditure for the acquisition of property, plant and equipment is generally funded through the cash flow generated by the business. As at March 31, 2023 $15,204 thousand (2022: $15,791 thousand), of which 99% (2022: 99%) relates to expenditure to be incurred over the next year, was contractually committed for the acquisition of plant and equipment. This capital expenditure primarily relates to the underground mining fleet.

20. Contingent liabilities

The Company is subject to various claims which arise in the ordinary course of business as detailed below. These contingent liabilities are reviewed on a regular basis and where practical an estimate is made of the potential financial impact on the Company.

Environmental contingencies

The Company’s operations are subject to various environmental laws and regulations. The Company is in material compliance with those laws and regulations. The Company accrues for environmental contingencies when such contingencies are probable and reasonably estimable. Such accruals are adjusted as new information develops or circumstances change. Recoveries of environmental remediation costs from insurance companies and other parties are recorded as assets when the recoveries are virtually certain. At this time, the Company is unaware of any material environmental incidents at the CSA mine. Any potential liability arising from the above is not expected to have a material adverse effect on its income, financial position or cash flows.

Bank payment guarantees for rehabilitation

The Company has entered into various bank and performance guarantees equivalent to the estimated total amount required to fulfil any rehabilitation costs associated with mining activities. These are in the ordinary course of business. As at March 31, 2023, the total value of the guarantees is $24,730 thousand (AU$36,891 thousand) (2022: $25,101 thousand (AU$36,891 thousand)). The obligations, to which the guarantees relate, have been provided for on the balance sheet under provisions.

21. Relationship with Parent and related entities

Allocation of general corporate expenses

Historically, the Company has been managed and operated with the assistance of personnel employed by Glencore Australia Holdings Pty Limited (“Glencore Australia Holdings”), a wholly owned subsidiary of the Parent. Accordingly, certain shared costs have been recharged to the Company and reflected as expenses in the unaudited interim condensed financial statements. Management believes the allocation methodologies are a reasonable reflection of the utilization of services provided to or the benefits received by the Company during the periods presented. The expenses reflected in the unaudited interim condensed statement of profit or loss and other comprehensive income may not be indicative of expenses that will be incurred by the Company in the future.

Glencore Australia Holdings provides certain services, which include, but are not limited to, executive oversight, treasury, finance, legal, human resources, tax planning, internal audit, financial reporting, information technology, and other corporate departments.

Centralized cash management

Glencore Australia Holdings has a centralized cash management arrangement where, on a periodic basis, excess cash balances with certain affiliated entities including Cobar are swept to Glencore Australia Holdings and mixed with cash from other affiliated entities. Cobar also participates in Glencore Australia Holdings notional cash pooling arrangements with Commonwealth Bank of Australia (the “Group Limit Facility”). This permits individual bank accounts participating in the Group Limit Facility to be overdrawn as long as consolidated funds across the entire Group Limit Facility is net positive. For purpose of the financial statements, cash only included dedicated bank accounts in the legal name of Cobar.

Loans with related parties

All transactions and balances between Cobar and the Parent during the period prior to the carve-out, which were not historically settled in cash, were considered to be effectively settled in cash in the unaudited interim condensed financial statements at the time the transaction was recorded. The total net effect of the settlement of these transactions between Cobar and the Parent were reflected in the unaudited interim condensed statement of cash flows as “Net transactions with the Parent” as financing activity and in the unaudited interim condensed statement of financial position and the interim condensed statement of changes in equity as “Parent net investment”.

Cobar’s equity balance represents share capital, retained earnings and Parent net investment. Parent net investment represents the cumulative investment by the Parent in Cobar through the transaction date. Subsequent movements in the Glencore Investment tax loan and Glencore Australia Holdings working capital loan have been included within Parent net investment.

Sales to Glencore International AG

The Company sells copper concentrate (which includes silver) produced exclusively to Glencore International AG, the revenue and cost of goods sold in the interim condensed statement of profit and loss and other comprehensive income reflect the sale of this copper concentrate with Glencore International AG. These are recognized within trade receivables from related entities in the unaudited interim condensed statement of financial position.

Parent net investment

As discussed in the basis of presentation in note 2, Parent net investment is primarily impacted by contributions from Glencore Australia Holdings as a result of treasury activities and net funding provided by or distributed to Glencore Australia Holdings. The Parent net investment is not distributable. All significant intercompany transactions between the Company and the Parent have been considered to be forgiven at the time the purchase and sale of Cobar is completed and are recorded and reflected as a net decrease in Parent net investment. The components of Parent net investment include movements to net transactions with the Parent as detailed below for the three months ended March 31, 2023 and 2022:

	Three months ended March 31
US$ thousand	2023			2022
Parent net investment
At January 1	$	162,467		$	135,797
Glencore Investment tax loan		1,370			10,220
Glencore Australia Holdings working capital		(10,397	)		(21,269	)
Uncertain tax position		1,256			5,019
Net transactions with Parent		(7,771	)		(6,030	)
At March 31	$	154,696		$	129,767

Glencore Investment tax loan

The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment Pty Limited (“Glencore Investment”), a subsidiary of the Parent, is the head company. Tax payments from companies within tax consolidated group, including the Company, are made by Glencore Investment and settled through intercompany loans.

Glencore Australia Holdings working capital

The Company is party to an intercompany facility agreement with Glencore Australia Holdings which provides liquidity and cash management to the Company on an as needed basis. Glencore Australia Holdings has provided a letter of support to support the Company’s operations for a period of 12 months from the date of issuance of the financial statements while the Company remains a wholly owned subsidiary of the Parent.

Uncertain tax position

As noted above, the Company is part of the Glencore Investment tax consolidated group and the uncertain tax provision movements are booked through intercompany loans. The movements in the uncertain tax provision are non-cash. See note 9 for details on uncertain tax position movements.

Uncertain tax position

The loans are booked through Parent net investment as they form part of the capital structure of the Company as they represent an investment into the business by the Parent and related parties of the Company.

Related party transactions

US$ thousand	Sales of goods and services		Purchases of goods and services			Trade receivables due from related parties		Trade payables due to related parties
Glencore International AG
2023	$	65,227	$	-		$	-	$	994
2022		76,516		-			9,052		-
Glencore Australia Oil Pty Limited
2023		-		(1,299	)		-		460
2022		-		(1,202	)		-		545
Glencore Australia Holdings Pty Limited
2023		-		(299	)		-		-
2022		-		(246	)		-		-
Other related parties
2023		-		(369	)		-		266
2022		-		(331	)		-		254

In the normal course of business, the Company enters into various arm's length transactions with related parties including fixed and floating price commitments to sell and to purchase commodities, forward sale and purchase contracts.

Remuneration of key management personnel

Glencore Australia Holdings provides key management personnel services to the Company. The Company has not had a separate management team during the three months ended March 31, 2023 and the three months ended March 31, 2022. Key management personnel include the General Manager of the CSA mine.

The Company pays a portion of overheads and key management personnel fees to Glencore Australia Holdings (see allocation of general corporate expenses above).

22. Share capital

Issued shares	March 31, 2023		December 31, 2022
Ordinary shares fully paid - Cobar Management Pty. Limited		1		1
		1		1

Ordinary shares are fully paid and have no par value, carry one vote per share, and receive dividends at the discretion of the Company.

Ordinary shares issued and fully paid

	Number of shares		Share capital US$ thousand
Balance at January 1, 2023		1	$	-
Balance at March 31, 2023		1	$	-

23. Deed of cross guarantee

The Company has entered into a Deed of Cross-Guarantee (the “Deed”) with Glencore Investment on December 4, 2018. Pursuant to the Deed, in the event of any member of the Closed Group, being the holding entity Glencore Investment and its wholly-owned entities, being wound up, each party to the Deed guarantees to each creditor of the member being wound up, payment in full of that member’s debt. As at March 31, 2023 and December 31, 2022 no amounts were recognized in respect of the Deed.

24. Earnings per share

	Three months ended March 31
US$ thousand	2023		2022
Profit for the purpose of basic earnings per share being net profit attributable to owners of the Company	$	5,102	$	13,539
Weighted average number of ordinary shares for the purposes of basic earnings per share		1		1
Profit for the purpose of diluted earnings per share	$	5,102	$	13,539
Weighted average number of ordinary shares for the purposes of diluted earnings per share		1		1
Basic earnings per share	$	5,102	$	13,539
Diluted earnings per share	$	5,102	$	13,539

25. Subsequent events

On May 5, 2023 the Company received a notification from the NSW Government Resource Regulator to increase the bank guarantees to secure funding for the fulfilment of rehabilitation obligations, from $24,730 thousand (AU$36,891 thousand) to $53,379 thousand (AU$79,981 thousand).

No other matters or circumstances have arisen since the end of the three-month period that have significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of the Company in subsequent financial years.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CMPL

The following discussion and analysis provide information that MAC’s management believes is relevant to an assessment and understanding of CMPL’s results of operations and financial condition. The discussion should be read together with the section of the Registration Statement (as defined below) entitled “Selected Historical Financial Data of CMPL,” “Selected Historical Financial Data of CMPL,” the historical audited annual financial statements as of and for the years ended December 31, 2022, 2021 and 2020 and the respective notes thereto and unaudited interim condensed financial statements as of and for the three months ended March 31, 2023, included elsewhere in this filing. The financial statements of CMPL present on a standalone basis the net assets and operations to be acquired by MAC pursuant to the Share Sale Agreement.

The discussion and analysis should also be read together with New MAC’s unaudited pro forma condensed combined financial information as of and for the three months ended March 31, 2023, and the year ended December 31, 2022. See the section of this filing entitled “Unaudited Pro Forma Condensed Combined Financial Information.” This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. New MAC’s actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” or in other parts of this filing. See “Cautionary Statement Regarding Forward-Looking Statements.”

Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Operating Results of CMPL” to “we,” “our” and “CMPL” refer to the business and operations of Cobar Management Pty. Limited, except where the context requires otherwise.

Basis of Presentation

Cobar Management Pty Limited (“Cobar” or the “CMPL”) is a proprietary company incorporated in Australia by its parent entity, Glencore Operations Pty Limited (“GOA”). Its ultimate parent entity is Glencore plc (“Glencore” or “Parent”).

Cobar is primarily engaged in the operation of the CSA Mine, located near Cobar, New South Wales, Australia.

From the Glencore group’s acquisition of the CSA Mine in 1999 to November 28, 2021, Acelight Pty Limited (“Acelight”) and Isokind Pty Limited (“Isokind” and, together with Acelight and CMPL, the “CMPL Group”) owned the CSA Mine in a 40/60 split, respectively, through an unincorporated joint venture.

On November 29, 2021, each of Isokind and Acelight entered into an asset sale and purchase agreement with CMPL under which all assets, tenements and residual interests held by Acelight and Isokind for the operation of the CSA Mine were transferred to CMPL. The consideration was settled by related party loans. As this was a transaction between entities under common control, the book value basis of accounting, utilizing the book values of Glencore, was used to record the assets and liabilities contributed to Cobar.

Further, the financial statements report the results of the CSA Mine operations as though the transfer of net assets occurred at the beginning of the period and the comparative financial information has been adjusted accordingly as well.

While Acelight, Isokind, and Cobar each has a different immediate parent, all of them are 100% owned by their ultimate parent entity, Glencore, for all periods presented in the financial statements.

This discussion and analysis have been prepared as if CMPL had owned the CSA Mine for the entire reported period. For more information, see Note 1 to CMPL’s unaudited interim condensed financial statements included elsewhere in this filing.

The unaudited interim condensed financial statements are general purpose financial statements, which have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all of the information required in financial statements in accordance with International Financial Reporting Standards (“IFRS”) and should be read in conjunction with the financial statements for the year ended December 31, 2022.

In the normal course given (i) the size of CMPL within the Glencore group and (ii) that CMPL is part of GOA’s consolidated audit process, CMPL was not required to produce standalone audited financial statements on a yearly basis and was not subject to SEC reporting, PCAOB auditing standards or the Sarbanes Oxley Act. Standalone audited financial statements for the years ended December 31, 2022, 2021 and 2020 were produced for the first time solely in connection with the Business Combination and the associated requirements of New MAC to file the Registration Statement on Form F-4 (File No. 333-269007) with the SEC, as amended or supplemented through the date hereof (the "Registration Statement").

In the course of auditing its financial statements for the years ended December 31, 2022, 2021 and 2020, which was undertaken by CMPL solely in connection with the requirements of the Business Combination and filing of the Registration Statement, CMPL and its independent registered public accounting firm identified material weaknesses as of December 31, 2021 and December 31, 2022, in CMPL’s internal control environment driven by (i) a lack of sufficient accounting and financial reporting personnel with requisite knowledge of and experience in application of SEC rules and regulations and (ii) lack of formal documentation in place to assess its financial reporting risks and controls as required under Section 404(a) of the Sarbanes Oxley Act. These material weaknesses are reflective of the fact that, prior to the Business Combination and the filing of the Registration Statement, CMPL was not required to produce standalone financial statements under PCAOB auditing standards or otherwise comply with SEC reporting requirements or the provisions of the Sarbanes Oxley Act.

In addition, in the course of auditing its financial statements for the year ended December 31, 2020, solely in connection with the requirements of the Business Combination and filing of the Registration Statement, CMPL’s independent registered public accounting firm identified a material weakness in CMPL’s internal control environment driven by deficiencies in the adequacy of supporting documentation to support the implementation of controls around property, plant and equipment. This material weakness was remediated as of April 2021 through the implementation of SAP by CMPL.

As defined in the standards established by the U.S. Public Company Accounting Oversight Board, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

Prior to the Business Combination, CMPL is a wholly owned subsidiary of a private Australian company, which is an indirect wholly owned subsidiary of Glencore plc. Following the Business Combination, New MAC will be responsible for the internal control environment at CMPL and compliance with all the applicable regulatory requirements.

In connection with the Business Combination we understand that New MAC will implement a number of measures to address material weaknesses which are the result of a lack of accounting and financial reporting personnel with requisite knowledge of and experience in the application of SEC rules and regulations, and the lack of formal documentation in place to assess its financial reporting risks and controls as required under Section 404(a) of the Sarbanes-Oxley Act (“SOX”). New MAC intends to do this by

(i)            hiring accounting and financial personnel with relevant SEC reporting and SOX compliance experience,

(ii)           establishing an internal audit function with SEC reporting and SOX compliance experience, and

(iii)          expanding the capabilities of existing accounting and financial reporting personnel through continuous training and education in the accounting and reporting requirements under SEC rules and regulations.

We understand that New MAC expects to remedy the identified material weaknesses following the Closing.

However, implementation of these measures, or the failure to adequately implement these or other measures that may be required, may not fully address the material weaknesses identified in CMPL’s internal control over financial reporting and New MAC may not be successful in remediating the material weaknesses. Failure to correct the material weaknesses or failure to discover and address any other material weaknesses or deficiencies could result in inaccuracies in CMPL’s or New MAC’s respective financial statements and impair New MAC’s ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis.

Overview

CMPL owns and operates the CSA Mine in western New South Wales, Australia. The CSA Mine is an established, high grade, producing, underground copper mine, with current Ore Reserves supporting approximately six and half years of operation in 2022, the CSA Mine produced approximately 37.3 kilotons (“kt”) of copper and 445.8 thousand ounces (“koz”) of silver and sold 38.1kt at an all-in sustaining cash cost (“AISC”), after by-product credits of $3.36 per pound (“lb”) of copper. The Unaudited Pro Forma Condensed Combined Statements of Comprehensive Income indicate the adjustment for the costs associated with the new Offtake Agreement under Transaction Adjustments. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information. AISC is a non-GAAP financial measure; please see “— Non-GAAP Financial Measures.”

Based upon our operational footprint, we believe the CSA Mine has low political and economic risk compared to other mines located in other parts of the world. Our operating and strategic framework is based on expanding our production and locating and developing new mineral resources in a safe and responsible manner.

Our current business strategy is to focus our financial and human resources in the following areas:

· Rapidly responding to the threats from the COVID-19 pandemic to protect our workforce, operations and communities while maintaining liquidity;

· Operating our properties safely, in an environmentally responsible and cost-effective manner;

· Maintaining and investing in exploration and pre-development projects in the vicinities of the CSA Mine;

· Improving operations at the CSA Mine, which includes incurring costs for new technologies and equipment;

· Expanding our Proven and Probable Ore Reserves, Identified Mineral Resources and production capacity at the CSA Mine;

· Conducting our business with financial stewardship to preserve our financial position in varying metals price and operational environments; and

· Continuing to seek opportunities to acquire and invest in mining and exploration properties and companies.

We strive to achieve excellent mine safety and health performance. We seek to implement this goal by (i) applying appropriate risk management processes and procedures, (ii) training employees in safe work practices, (iii) establishing, following and improving safety standards, and (iv) investigating accidents, incidents and losses to avoid recurrence and involving employees in the establishment of safety standards. We seek to implement reasonable best practices with respect to mine safety and emergency preparedness.

2023 Highlights for the three months ended March 31, 2023

Operational:

· Produced 8.7kt of payable copper and 100.1 thousand ounces (“koz”) of payable silver.

· Continued our trend of strong safety performance, our Total Reportable Injury Frequency Rate (“TRIFR”) for the three months ended March 31, 2023, was 10.4 per million work hours. While a considerable reduction and below NSW industry average, there remains opportunity for improvements.

· Completion of new refrigeration plant. Upgrades to Shaft 1 and 2 refrigeration infrastructure and cut over of newly installed transformer complete.

· Second Mill replacement underway scheduled for completion in May 2023.

Financial:

· Reported sales of products of $65.2 million.

· Generated $30.6 million in net cash provided by operating activities.

· Made cash capital expenditures (excluding lease additions and other non-cash items) of approximately $22.0 million.

· Spent $1.7 million on infill drilling for the three months ended March 31, 2023.

2022 Highlights

Operational:

· Produced 37.3kt of payable copper and 445.8 thousand ounces (“koz”) of payable silver.

· Continued our trend of strong safety performance, our Total Reportable Injury Frequency Rate (“TRIFR”) for the three months ended March 31, 2022 was 8.1 per million work hours, a significant reduction from the 2021 TRIFR of 19.9 per million work hours. While a considerable reduction and below NSW industry average, there remains opportunity for improvements.

· Completion of Primary Ventilation fans and substantially completed new refrigeration plant. Minor works remaining on upgrades to Shaft 1 and 2 refrigeration infrastructure and cut over of newly installed transformer to be completed in coming months.

· One Mill replaced and operating at target rates without issue. Second Mill scheduled for replacement in the second quarter of 2023.

Financial:

· Reported sales of products of $219.7 million.

· Generated $54.5 million in net cash provided by operating activities.

· Made cash capital expenditures (excluding lease additions and other non-cash items) of approximately $66.3 million.

· Spent $6.6 million on infill drilling.

Significant Factors Affecting our Results of Operations

Metal Prices

Metals prices can be volatile and are influenced by a number of factors beyond our control (except on a limited basis through the use of derivative contracts). The average LME copper prices decreased over the latter half of 2022 and Quarter 1 2023. The realized prices reflect the impact of the existing offtake agreement between CMPL and Glencore International AG, a related party. LBMA Silver prices followed the same trend as LME copper prices with the realized silver price representing the impact of the offtake agreement. The comparative average prices for the two years ended 31 December and three months ended 31 March are presented below:

		Three months ended March 31				Year ended December 31
		2023		2022		2022		2021
Copper
- LME Final Cash Buyer	$/lb	$	4.05	$	4.53	$	4.00	$	4.23
- Realized Price	$/lb	$	3.05	$	3.50	$	2.51	$	3.15
Silver
- LBMA PM Fix	$/oz	$	22.89	$	23.94	$	21.79	$	25.17
- Realized Price	$/oz	$	24.13	$	23.94	$	20.19	$	32.28

While MAC management believes longer-term global economic and industrial trends could result in continued demand for the metals the CSA Mine produces, prices have been volatile and there can be no assurance that current prices will continue or increase. Volatility in global financial markets and other factors can pose a significant challenge to New MAC’s ability to access credit and equity markets, should we need to do so, and to predict sales prices for the CSA Mine’s products.

Environmental

Another challenge for us is the risk associated with environmental litigation, ongoing reclamation activities and changes to environmental laws and regulations. It is possible that our estimate of these liabilities (and our ability to estimate liabilities in general) may change in the future, affecting our strategic plans and the value of our business. The estimate of our environmental liabilities and liquidity needs, as well as our strategic plans, may be significantly impacted as a result of these matters or new matters that may arise. While we are not currently subject to any material environmental litigation, we strive to ensure that our activities are conducted in material compliance with applicable laws and regulations and attempt to resolve environmental litigation on terms as favorable to us as possible.

Non-GAAP Financial Measures

This filing presents the non-GAAP financial measures (i) Cash Cost, After By- product Credits, (ii) AISC, After By-product Credits, and (iii) free cash flow for the Company for the three months ended March 31, 2023 and 2022 and the years ended December 31, 2022 and 2021 for the convenience of the investors. A non-GAAP financial measure is generally defined as a numerical measure of historical or future financial performance, financial position, or cash flow that excludes or includes amounts that would not be adjusted in the most comparable GAAP measure.

We use these non-GAAP financial measures for decision-making purposes and to assess our financial and operating performance and our liquidity position, to generate future operating plans and make strategic decisions regarding the allocation of capital. We believe that the disclosure of our non-GAAP measures provides useful supplemental information to investors and financial analysts and other interested parties in their review of our operating performance. Additionally, we believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance and facilitates period-to-period comparisons of results of operations. The non- GAAP financial measures described in this filing are not a substitute for the IFRS measures of earnings. Additionally, our calculations of these non-GAAP financial measures may be different from the calculation used by other companies, including our competitors in the industry, and therefore, our measures may not be comparable to those of other companies.

Cash Cost, After By-product Credits, per pound and AISC, After By-product Credits, per pound are measures developed by metals companies in an effort to provide a uniform standard for comparison purposes. Cash Cost, After By-product Credits, per pound is an important operating statistic that we utilize to measure the mine’s operating performance. We use AISC, After By-product Credits, per pound as a measure of our mine’s net cash flow after costs for exploration, pre-development, reclamation, and sustaining capital. This is similar to the Cash Cost, After By-product Credits, per pound non-GAAP measure we report, but also includes on-site exploration, reclamation, and sustaining capital costs. Current GAAP measures used in the mining industry, such as cost of goods sold, do not capture all the expenditures incurred to discover, develop and sustain copper production. Cash Cost, After By-product Credits, per pound and AISC, After By-product Credits, per pound also allow us to benchmark the performance of the CSA Mine versus those of our competitors. The calculation of AISC, After By-product Credits, per pound includes corporate costs for general and administrative expense and sustaining exploration and capital costs. Our primary economic product is copper, with minor silver revenues and, accordingly, we treat silver as by- product revenue when calculating ASIC.

In addition to the uses described above, Cash Cost, After By-product Credits, per pound and AISC, After By-product Credits, per pound provide management and investors an indication of operating cash flow, after consideration of the average price received from production. We also use these measurements for the comparative monitoring of performance of our mining operations period-to-period from a cash flow perspective.

The table below presents reconciliations between the most directly comparable measure for Cash Cost, After By-product Credits and AISC, After By-product Credits for the periods shown.

		Three months ended March 31						Year ended December 31
		2023			2022			2022			2021
Cost of goods sold		$	51,749		$	44,558		$	189,496		$	190,150
Depreciation and amortization			(11,721	)		(11,950	)		(51,529	)		(52,321	)
Cash Cost of goods sold			40,028			32,608			137,967			137,829
Treatment and Refining Costs			19,058			23,123			68,112			82,939
Distribution and selling expenses			3,275			4,778			17,246			15,195
Cash Cost, Before By-product Credits		$	62,361		$	60,509		$	223,325		$	235,963
Sustaining capital			22,035			19,392			66,273			32,068
General and administrative			299			246			1,230			1,473
AISC, Before By-product Credits		$	84,695		$	80,147		$	290,828		$	269,504
Less By-product Credits
Silver			(2,570	)		(2,736	)		(8,553	)		(12,707	)
AISC, After By-product Credits		$	82,125		$	77,411		$	282,275		$	256,797
Cash Cost, After By-Product Credits		$	59,791		$	57,773		$	214,772		$	223,256
Denominator
Payable Copper Tonnes Sold	kt		9.31			9.57			38.13			37.57
Cash Cost, Before By-product Credits	$/lb	$	3.04		$	2.87		$	2.66		$	2.85
AISC, Before By-product Credits	$/lb	$	4.13		$	3.80		$	3.46		$	3.25
Cash Cost, After By-product Credits	$/lb	$	2.91		$	2.74		$	2.55		$	2.70
AISC, After By-product Credits	$/lb	$	4.00		$	3.67		$	3.36		$	3.10

Free cash flow is defined as net cash provided by operating activities less additions to property, plant, equipment and mineral interests. This measure, which is used internally to evaluate CMPL’s underlying cash generation performance and the ability to repay creditors and return cash to shareholders, provides investors with the ability to evaluate CMPL’s underlying performance.

The following table provides a reconciliation of free cash flow from continuing operations for the periods shown:

	Three months ended March 31						Year ended December 31
	2023			2022			2022			2021
Net cash generated by operating activities	$	30,628		$	31,448		$	54,547		$	87,819
Less Purchase of property, plant and equipment and intangibles		(22,035	)		(19,392	)		(66,273	)		(32,068	)
Free cash flow	$	8,593		$	12,056		$	(11,726	)	$	55,751

Critical Accounting Policies and Estimates

The Critical Accounting Policies and Estimates are consistent with the disclosure presented in the Registration Statement.

Recent Accounting Pronouncements

For information about recent accounting pronouncements that will apply to us in the near future, see Note 2 to our historical audited annual financial statements as of and for the years ended December 31, 2022, 2021 and 2020, included in the Registration Statement.

Results of Operations

Three Months ended March 31, 2023, compared to the Three Months ended March 31, 2022

	Three months ended March 31
	2023			2022			Variance			%
Revenues	$	65,227		$	76,516		$	(11,289	)		-15	%
Cost of goods sold		(51,749	)		(44,558	)		(7,191	)		-16	%
Gross Profit	$	13,478		$	31,958		$	(18,480	)		-58	%
Operating expenses
Distribution and selling expenses		(3,275	)		(4,778	)		1,503			31	%
Administrative expenses		(299	)		(246	)		(53	)		-22	%
Operating income	$	9,904		$	26,934		$	(17,030	)		-63	%
Net foreign exchange gains/(losses)		(672	)		(253	)		(419	)		166	%
Finance income		4			-			4			NA
Finance costs		(153	)		(169	)		16			9	%
Profit before income taxes	$	9,083		$	26,512		$	(17,429	)		-66	%
Income tax (expense)/benefit		(3,981	)		(12,973	)		8,992			-69	%
(Loss)/Profit for the year	$	5,102		$	13,539		$	(8,437	)		-62	%

Revenues

Revenues for the three months ended March 31, 2023, were $65.2 million, a decrease of $11.3 million, or 15%, as compared to $76.5 million for the three months ended March 31, 2022. The following table shows sales of products by metal for the three months ended March 31, 2023 and 2022, and the approximate variances attributed to differences in metals prices and sales volumes:

	Three months ended March 31
	2023		2022		%			Price			Volume
Copper	$	62,657	$	73,780		-15	%		-13	%		-3	%
Silver		2,570		2,736		-6	%		-1	%		-7	%
Total	$	65,227	$	76,516		-15	%

Average realized prices typically differ from average market prices primarily because concentrate sales are generally provisionally recorded as revenues at the time of shipment at prevailing spot prices on the date title transfers. Due to the time elapsed between shipment of concentrates and final settlement with the customers, we must estimate the prices at which sales of our metals will be settled. In addition, under the new Offtake Agreement that will be entered into in connection with the closing of the Business Combination, GIAG’s election of a quotational period may affect the final price. Previously recorded sales are adjusted to estimated settlement metals prices each period through final settlement. For three months ended March 31, 2023, we recorded net positive price adjustments to provisional settlements of $1.1 million. For the period ended March 31, 2022, we recorded net positive price adjustments to provisional settlements of $2.2 million. The price adjustments relate to copper and silver contained in our concentrate shipments. Realized prices are calculated by dividing gross revenues for each metal by the payable quantities of each metal included in concentrate shipped during the period.

Total metals production and sales volumes for each period are shown in the following table:

		Three months ended March 31
		2023		2022
Copper
Tonnes produced	kt		8.69		9.25
Tonnes sold	kt		9.31		9.57
Silver
Ounces produced	koz		100.09		111.26
Ounces sold	koz		106.50		114.29

The difference between what we report as “tonnes/ounces produced” and “payable tonnes/ounces sold” is attributable to the difference between the quantities of metals contained in our products versus the portion of those metals actually paid for by GIAG. Differences can also arise from inventory changes incidental to shipping schedules, or variances in ore grades which impact the volume of metals contained in concentrates produced and sold.

Operations at the CSA Mine are mine constrained, with the processing plant having a capacity well above the recent mine production levels. As such, the limiting factor on copper production is the ability of the mine to deliver more or less ore from the underground workings.

Ore production from the mine was negatively impacted for the three months ended March 31, 2023, relative to the three months ended March 31, 2022, due to the following factors:

· Aging production trucking fleet contributed to considerable down time of the fleet and reduction in ore and waste movement. Three of the old trucks have since been replaced with a further two on order.

· Unexpected underbreak of stopes, delaying the production of approximately 20,000 ore tonnes. The extraction of these ore tonnes is a timing issue only and will be recoverable in subsequent periods.

· Paste plant volume was compromised due to cement delivery reduced by NSW flooding and 3^rd party labour for transport. Downtime of the paste plant delayed ground support for mined stopes to access remaining parts of the orebody.

· Staff attrition remained at 23.2%, resulting in a vacancy rate of 8%. The mining technical services group was particularly impacted resulting in some delays to release of stope design and consequently ore extraction. The labour impact is attributable to a combination of a significant pick up in mining activity regionally (and thus alternative employment opportunities), the extended mine sale process and changes in work force make up. A high turnover rate requires training of new employees and a loss of continuity and historical knowledge that, together with a relatively high workforce vacancy rate, typically is negative for production rates.

· During 2022, major capital projects continued. These projects redirected resources away from short term ore production in order to focus on future support infrastructure for the mine. These include the major ventilation and cooling projects and associated electrical substation upgrade, as well as the replacement of two grinding mills in 2022 and 2023. Relatively few major capital projects were underway in 2020 and the focus was able to be directed entirely towards the short-term production goals going forward into 2023 there are no major capital projects following the replacement of the second Mill in the second quarter of 2023.

Cost of Goods Sold

Cost of goods sold for the three months ended March 31, 2023, was $51.7 million, an increase of $7.1 million, compared to $44.6 million for the three months ended March 31, 2022. However, costs in Australian dollars increased due to higher input costs from power, contract labour, consumables and fuel and was partially offset by a weakening Australian dollar of approximately 5.8% (68c average in Q1 2023 compared to 72c average in Q1 2022). A significant majority of our costs are incurred in Australian dollars.

Gross Profit

Gross profit for the three months ended March 31, 2023, was $13.5 million, a decrease of $18.5 million, or 58%, compared to $32.0 million for the three months ended March 31, 2022. The decrease was predominantly driven by a decrease in realized copper prices of $0.60/lb or 13% and an increase in operating costs and costs of goods sold of 16%. Copper prices decreased over the period as a result of suppressed demand for copper due to China’s ZERO-COVID policy while the world economy experienced rapid and high inflation.

Copper sales volumes decreased by 5% largely due to lower ore production in the three months ended March 31, 2023, compared to March 31, 2022.

Operating Expenses

Operating expenses for the three months ended March 31, 2023, were $3.6 million compared to $5.0 million for the three months ended March 31, 2022, a decrease of $1.4 million. This decrease was primarily driven by:

· Decrease in distribution and selling expenses of $1.5 million in 2023 compared to $4.8 million in 2022. The decreased distribution expenses relate to a decreased freight rate in 2023 as logistics services were impacted by unseasonal flooding in Q1 2022. NSW Government royalties also decreased in 2023 as a result of lower realized metal prices in the three months ended March 31, 2023, compared to the same period in 2022; and

· Slightly offset by an increase in administration expenses of $0.3 million in 2023 compared to $0.25 million in 2022, as a result of increased corporate overhead charges during 2023. 

Income Taxes

Income tax expense for the three months ended March 31, 2023, was $4.0 million, a 69% decrease from the income tax expense of $13.0 million for the three months ended March 31, 2022. The change was primarily driven by reduced taxable income in 2023 compared to 2022 and a reduction in the provision relating to the uncertain tax position around a transfer pricing dispute with the Australian Taxation Office of $3.8 million.

Year Ended December 31, 2022, compared to the Year Ended December 31, 2021

The following table sets forth our income statement data for the periods presented:

	Year ended December 31
	2022			2021			Variance			%
Revenues	$	219,705		$	273,380		$	(53,675	)		-20	%
Cost of goods sold		(189,496	)		(190,150	)		654			0	%
Gross Profit	$	30,209		$	83,230		$	(53,021	)		-64	%
Operating expenses
Distribution and selling expenses		(17,246	)		(15,195	)		(2,051	)		-13	%
Administrative expenses		(1,230	)		(1,473	)		243			16	%
Operating income	$	11,733		$	66,562		$	(54,829	)		-82	%
Net foreign exchange gains/(losses)		(453	)		401			(854	)		-213	%
Finance income		6			3			3			100	%
Finance costs		(930	)		(530	)		(400	)		-75	%
Profit before income taxes	$	10,356		$	66,436		$	(56,080	)		-84	%
Income tax (expense)/benefit		(15,715	)		100,059			(115,774	)		-116	%
(Loss)/Profit for the year	$	(5,359	)	$	166,495		$	(171,854	)		-103	%

Revenues

Revenues for the year ended December 31, 2022, were $219.7 million, a decrease of $53.7 million, or 20%, as compared to $273.4 million for the year ended December 31, 2021. The following table shows sales of products by metal for the years ended December 31, 2022, and 2021, and the approximate variances attributed to differences in metals prices and sales volumes:

	Year ended December 31
	2022		2021		%			Price			Volume
Copper	$	211,152	$	260,673		-19	%		-20	%		1	%
Silver		8,553	$	12,707		-33	%		-37	%		8	%
Total	$	219,705	$	273,380		-20	%

Average realized prices typically differ from average market prices primarily because concentrate sales are generally provisionally recorded as revenues at the time of shipment at prevailing spot prices on the date title transfers. Due to the time elapsed between shipment of concentrates and final settlement with the customers, we must estimate the prices at which sales of our metals will be settled. In addition, under the new Offtake Agreement that will be entered into in connection with the closing of the Business Combination, GIAG’s selection of a quotational period may affect the final price. Previously recorded sales are adjusted to estimated settlement metals prices each period through final settlement. For 2022, we recorded net positive price adjustments to provisional settlements of $0.6 million. For 2021, we recorded net positive price adjustments to provisional settlements of $7.0 million. For 2020, we recorded net negative price adjustments to provisional settlements of $1.8 million. The price adjustments relate to copper and silver contained in our concentrate shipments. Realized prices are calculated by dividing gross revenues for each metal by the payable quantities of each metal included in concentrate shipped during the period.

Total metals production and sales volumes for each period are shown in the following table:

		Year ended December 31
		2022		2021
Copper
Tonnes produced	kt		37.28		40.53
Tonnes sold	kt		38.13		37.57
Silver
Ounces produced	koz		445.81		459.28
Ounces sold	koz		423.72		393.67

The difference between what we report as “tonnes/ounces produced” and “payable tonnes/ounces sold” is attributable to the difference between the quantities of metals contained in our products versus the portion of those metals actually paid for by GIAG. Differences can also arise from inventory changes incidental to shipping schedules, or variances in ore grades which impact the volume of metals contained in concentrates produced and sold.

Operations at the CSA Mine are mine constrained, with the processing plant having a capacity well above the recent mine production levels. As such, the limiting factor on copper production is the ability of the mine to deliver more or less ore from the underground workings.

Ore production from the mine was negatively impacted in 2022 relative to 2021 by the following factors:

· COVID-19-related absenteeism experienced in 2021 continued to lessor extend in 2022, however well above typical levels of unplanned absences.

· The ability to mine ore in an underground mine is highly dependent on the mine development ahead of the working areas (“Developed State”). During 2022, the Developed State of the CSA Mine was negatively impacted by a lower than planned development advance rate, with 4,746 meters of development compared to a budget of 5,289 meters. While still below budget development improved by 12% from 2021. Changes in mine sequences in 2022 mitigate the impact of this shortfall.

· Production drilling is required to prepare ore mining areas for blasting and underperformance in production drilling will thus have a direct impact on ore mined. Production drilling of 90,450 metres in 2022 was 28% lower than budget and 5% lower than 2021 as a result of lower than expected mine development, which resulted in insufficient locations for production drilling equipment to operate.

· Staff attrition remained at high levels experienced in 2021 at 31.6%. This is attributable to a combination of a significant pick up in mining activity regionally (and thus alternative employment opportunities), the extended mine sale process and changes in work force make up. A high turnover rate requires training of new employees and a loss of continuity and historical knowledge that, together with a relatively high workforce vacancy rate, typically is negative for production rates.

· During 2022, major capital projects continued. These projects redirected resources away from short term production in order to support long term production. These include the major ventilation and cooling projects and associated electrical substation upgrade, as well as the replacement of two grinding mills scheduled for 2022 and 2023.

Cost of Goods Sold

Cost of goods sold for the year ended December 31, 2022, was $189.5 million, a decrease of $0.7 million, which is mostly in line with the $190.2 million for the year ended December 31, 2021. However, costs in Australian dollars increased and was largely offset by a weakening Australian dollar of approximately 7.6% (69c average in 2022 compared to 75c average in 2021). A significant majority of our costs are incurred in Australian dollars.

Gross Profit

Gross profit for the year ended December 31, 2022, was $30.2 million, a decrease of $53.0 million, or 64%, compared to $83.2 million for the year ended December 31, 2021. The decrease was predominantly driven by depressed copper prices, which decreased by approximately 20% over the period. Copper prices decreased over the period as a result of suppressed demand for copper due to China’s ZERO-COVID policy while the world economy experienced rapid and high inflation.

The decrease in price was marginally offset by a 1% increase in copper sales volume.

Operating Expenses

Operating expenses for the year ended December 31, 2022, were $18.5 million compared to $16.7 million in 2021, an increase of $1.8 million. This increase was primarily driven by:

· increased distribution and selling expenses of $17.2 million in 2022 compared to $15.2 million in 2021, despite lower concentrate volumes sold of 147,668 dry metric tonnes in 2022 compared to 153,791 dry metric tonnes in 2021. The increased distribution expenses relate to an increased freight rate as logistics pipelines struggled to ramp up with pre-COVID levels of demand; and

· reduced administration expenses of $1.2 million in 2022 compared to $1.5 million in 2021, as a result of reduced corporate overhead charges during 2022.

Income Taxes

Income tax expense for the year ended December 31, 2022, was $15.7 million, a 116% increase from the income tax benefit of $100.1 million in 2021. The change was primarily driven by an additional provision of $12.4 million in 2022 relating to the uncertain tax position around a transfer pricing dispute with the Australian Taxation Office, which was reversed in 2021.

Liquidity and Capital Resources

As at March 31, 2023, and March 31, 2022, we had $0.4 million and $0.8 million respectively, in cash and cash equivalents. The relatively low cash balance is as a result of CMPL being a wholly owned subsidiary of GAH which has a group cash sweep policy in place and cash managed by Glencore plc’s local treasury function. While part of the Glencore group, CMPL has a facility agreement in place with GAH, which provides liquidity to CMPL on an as needed basis. Proceeds from concentrate sales are swept to GAH and cash calls are funded by GAH in the relevant currency as required. See “— Indebtedness.” We believe that our current available cash and cash equivalents and the cash flows from our operating activities will be sufficient to meet our working capital requirements and capital expenditures in the ordinary course of business for the next 12 months.

Following the closing of the Business Combination, New MAC expects to fund its operations through a combination of currently available cash and cash equivalents, cash flows from operating activities and the Debt Facilities. Please see “Certain Agreements Related to the Business Combination” for more information.

Cash Flows

The following table shows the generation and use of cash for the periods indicated:

	Three months ended March 31						Year ended December 31
	2023			2022			2022			2021
Net cash generated by operating activities	$	30,628		$	31,448		$	54,547		$	87,819
Net cash used in investing activities		(22,035	)		(19,392	)		(66,273	)		(32,068	)
Net cash generated used in financing activities		(9,373	)		(11,365	)		13,000			(55,939	)
Increase/(decrease) in cash and cash equivalents	$	(780	)	$	691		$	1,274		$	(188	)

Operating Activities

Net cash generated by operating activities for the three months ended March 31, 2023, was $30.6 million, a decrease of $0.8 million, or 3%, as compared to $31.4 million for the three months ended March 31, 2022. This increase was primarily driven by a decrease in commodity pricing during the three months.

Net cash generated by operating activities for the year ended December 31, 2022, was $54.5 million, a decrease of $33.3 million, or 38%, as compared to $87.8 million for the year ended December 31, 2021. This decrease was primarily driven by depressed commodity pricing during the year, partially offset by a decrease in working capital.

Investing Activities

Net cash used in investing activities for the three months ended March 31, 2023, was $22.0 million, an increase of $2.6 million, or 14%, as compared to $19.4 million for the three months ended March 31, 2022. This increase was primarily driven by increase in purchase of PPE required in Q1 2023.

Net cash used in investing activities for the year ended December 31, 2022, was $66.3 million, an increase of $34.2 million, or 107%, as compared to $32.1 million for the year ended December 31, 2021. This increase was primarily driven by a number of major capital projects in 2022 — most notably the ventilation upgrade project and the replacement of the shell of one of the three mills.

Financing Activities

Net cash used in financing activities for the three months ended March 31, 2023, was $9.4 million, a decrease of $2.0 million, or 18%, as compared to net cash used in financing activities of $11.4 million for the three months ended March 31, 2022. This decrease was primarily driven by transfers being made to the Glencore group.

Net cash generated by financing activities for the year ended December 31, 2022, was $13.0 million, an increase of $68.9 million, or 123%, as compared to net cash used in financing activities of $55.9 million for the year ended December 31, 2021. This increase was primarily driven by transfers being made from the Glencore group to manage working capital.

Indebtedness

CMPL did not have any third-party debt as of March 31, 2023, March 31, 2022, December 31, 2022, or December 31, 2021. As of March 31, 2023, CMPL management has determined that it has access to adequate resources to continue to pay debts as and when they are due and payable for the succeeding 12 months. As part of the Glencore group, CMPL currently has access to (and will have access to prior to Closing) liquidity through intercompany facilities with Glencore’s Australian treasury function. Proceeds from the sale of copper concentrate are swept to GAH and GAH funds cash calls to CMPL as and when required. CMPL leases several assets including buildings and plant and equipment. As of March 31, 2023 and December 31, 2022, the present value of these leases were $0.64 million and $0.98 million, respectively.

Contractual Obligations, Contingent Liabilities and Commitments

The table below presents our fixed, non-cancellable contractual obligations and commitments primarily related to outstanding purchase orders and certain capital expenditures and lease arrangements as of March 31, 2023:

	Payment due by Period
	Total		<1 year		1-3 years		3-5 years		>5 years
Ventilation upgrade	$	3,096,218	$	3,096,218	$	-	$	-	$	-
Heavy truck refurbishment		478,000		478,000		-		-		-
Mill shell replacement		4,315,971		4,315,971		-		-		-
Other		7,313,759		7,131,648		182,111		-		-
Total	$	15,203,948	$	15,021,837	$	182,111	$	-	$	-

Capital Expenditures

For the three months ended March 31, 2023, cash capital expenditures amounted to $22.0 million with only $11.7 million incurred for the period. The three largest costs consisting of heavy vehicle equipment purchases and refurbishments, geological drilling and capitalized development activities.

For the year ended December 31, 2022, cash capital expenditures amounted to $66.3 million with $77.8 million incurred, with the three largest costs consisting of ventilation and cooling upgrade, geological drilling and capitalized development activities.

As of December 31, 2022, we had prospective capital commitments of approximately $15.8 million, consisting primarily of ventilation and cooling upgrade, heavy truck refurbishment, and Mill 2 Shell replacement.

For the year ended December 31, 2021, capital expenditures amounted to $32.1 million, with the three largest costs consisting of ventilation and cooling upgrade, geological drilling and capitalized development activities.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of March 31, 2023, March 31, 2022, December 31, 2022, or December 31, 2021.

JOBS Act

Each of MAC 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 JOBS Act. As such, New MAC will be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”, and may not be required to, among other things, (i) provide an auditor’s attestation report on its system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. If some investors find New MAC’s securities less attractive as a result, there may be a less active trading market for New MAC’s securities and the prices of New MAC’s securities may be more volatile.

These exemptions will apply for a period of five years following the completion of MAC’s IPO, or until New MAC is no longer an “emerging growth company,” whichever is earlier.

Quantitative and Qualitative Disclosure About Market Risk

We are exposed to market risks in the ordinary course of our business, including liquidity risk, and foreign currency fluctuations. Information relating to quantitative and qualitative disclosures about these market risks is described below.

Foreign Currency Risk

While the majority of our costs are denominated in Australian dollars, we receive revenue primarily in the form of U.S. dollars. A rising Australian dollar will make our costs relatively more expensive in U.S. dollars, which may reduce operating margins and negatively impact cash flows.

A hypothetical 10% change in foreign currency exchange rates on our monetary assets and liabilities would not be material to our financial condition or results of operations. To date, foreign currency transaction gains and losses and exchange rate fluctuations have not been material to our financial statements.

While we have not engaged in the hedging of our foreign currency transactions to date, and do not enter into any hedging contracts for trading or speculative purposes, we may in the future hedge selected significant transactions denominated in currencies other than the Australian dollar.

Liquidity Risk

Liquidity risk is the risk that we may not have sufficient cash or other assets to meet our obligations under our financial liabilities on their respective maturity dates. As part of the Glencore group, CMPL has access to liquidity through intercompany facilities with Glencore’s Australian treasury function. Proceeds from the sale of copper concentrate are swept to GAH and GAH funds cash calls to CMPL as and when required. For a presentation of the contractual maturities of our financial obligations, see “— Contractual Obligations, Contingent Liabilities and Commitments.”

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined financial information are provided to aid you in your analysis of the financial aspects of the proposed transaction (see Note 1) (the “proposed transaction” or the “Transaction”).

The unaudited pro forma condensed combined financial information has been prepared based on the MAC historical financial statements and the CMPL historical financial statements as adjusted to give effect to the proposed transaction. The unaudited pro forma condensed combined statement of financial position gives pro forma effect to the proposed transaction as if it had been consummated on March 31, 2023. The unaudited pro forma condensed combined statement of comprehensive income for the three months ended March 31, 2023, and the year ended December 31, 2022, and give effect to the proposed transaction as if it had occurred on January 1, 2022.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and do not necessarily reflect what the company’s combined financial condition or results of operations would have been had the proposed transaction occurred on the dates indicated. Further, the pro forma combined financial information may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The unaudited pro forma condensed combined financial information contained in this filing has been prepared by, and are the responsibility of, MAC Limited and MAC. Moreover, neither MAC’s independent accountants, Ernst & Young LLP, or CMPL’s independent accountants, Deloitte Touche Tohmatsu, have compiled or reviewed the unaudited pro forma condensed combined financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and, accordingly, each of CMPL (and their directors and officers), Glencore (and their directors and officers), Ernst & Young LLP and Deloitte Touche Tohmatsu assumes no responsibility for, and disclaims any association with, the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information has been derived from and should be read in conjunction with:

· the accompanying notes to the unaudited pro forma condensed combined financial information.

· the historical unaudited financial statements of MAC for the three months ended March 31, 2023 (which are included in MAC’s Quarterly Report for the three months ended March 31, 2023 in exhibit 99.3 to the Current Report on Form 8-K filed with the SEC on May 26, 2023 pursuant to Rule 425 (the “Q1-2023 8-K”)), and the audited financial statements for the year ended December 31, 2022; and

· the historical unaudited interim condensed financial statements of CMPL for the three months ended March 31, 2023, and the audited financial statements for the year ended December 31, 2022, and the related notes included in the Registration Statement.

SEC Regulation S-X, as amended by the final rule, Release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses. Release No. 33-10786 replaces the historical pro forma adjustments criteria with simplified requirements to depict the accounting for the proposed transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an understanding of the combined company upon consummation of the proposed transaction.

This information should be read together with the financial statements and related notes, as applicable, of each of CMPL and MAC included in this filing and the proxy statement / prospectus filed with the SEC on May 11, 2023 (the "proxy statement/prospectus").and CMPL’s and MAC’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this filing and the proxy statement / prospectus.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL

POSITION AS AT MARCH 31, 2023

(in thousands of US dollars)

	Historical
	Metals Acquisition Corp		Cobar Management Pty Limited		Transaction Accounting Adjustments			Notes	Metals Acquisition Corp Pro Forma (50% redemption scenario)		Transaction Accounting Adjustments			Notes	Metals Acquisition Corp Pro Forma (no redemption scenario)
ASSETS
Current assets
Cash and cash equivalents	$	-	$	406	$	73,139		(a)	$	55,395					$	91,273
						196,908		(b)
						132,300		(b)
						75,000		(b)				(75,000	)	(b)
						224,433		(c)				(25,000	)	(c)
						16,720		(d)
						(17,571	)	(e)
						(12,574	)	(f)
						(9,280	)	(g)
						15,000		(h)
						(775,000	)	(h)
						135,879		(i)				135,879		(i)
						35		(v)
Cash		35		-		(35	)	(v)
Other receivable		65		1,648		-				1,713						1,713
Inventories		-		21,415		24,068		(h)		45,483						45,483
Prepaid expenses		193		1,962		-				2,155						2,155
Total current assets		293		25,431		79,022				104,746		35,879				140,624
Non-current assets
Property and equipment		-		423,910		815,785		(h)		1,238,308						1,238,308
						(1,387	)	(d)
Intangible assets		-		721		-				721						721
Long term investment		-		-		12,574		(f)		12,574						12,574
Inventories		-		334		-				334						334
Prepaid expenses		-		56		-				56						56
Other assets		-		-		-				-						-
Marketable securities held in Trust Account		271,757		-		(271,757	)	(i)		-						-
Deferred financing costs		1,598		-		(1,598	)	(b)		-						-
Total non-current assets		273,355		425,021		553,617				1,251,993		-				1,251,993
Total assets	$	273,648	$	450,452	$	632,638			$	1,356,738	$	35,879			$	1,392,617

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL

POSITION AS AT MARCH 31, 2023

(in thousands of US dollars)

	Historical
	Metals Acquisition Corp		Cobar Management Pty Limited		Transaction Accounting Adjustments			Notes	Metals Acquisition Corp Pro Forma (50% redemption scenario)		Transaction Accounting Adjustments			Notes	Metals Acquisition Corp Pro Forma (no redemption scenario)
LIABILITIES
Current liabilities
Trade payables	$	-	$	10,734	$	-			$	10,734					$	10,734
Accrued expenses and accounts payable		2,078		-		56,968		(e)		59,046						59,046
Trade payables related parties		-		1,720		(1,720	)	(h)
Deferred liabilities		10,261		-		(10,261	)	(e)		-						-
Deferred underwriting discount		9,280		-		(9,280	)	(g)		-						-
Due to related party		23		-		(23	)	(e)
Promissory note - related party		1,459		-		(1,459	)	(e)
Other payables		-		6,483		-				6,483						6,483
Lease liabilities		-		568		6,413		(d)		6,981						6,981
Short term debt - Bank		-		-		68,333		(b)		68,333						68,333
Deferred consideration - Glencore		-		-		75,000		(j)		75,000						75,000
Warrant Liability		10,992		-		6,965		(l)		17,957						17,957
Provisions		-		11,870		-				11,870						11,870
Total current liabilities		34,093		31,375		190,936				256,404		-				256,404
Non-current liabilities
Deferred liability - upfront deposit from Silver Stream		-		-		73,139		(a)		73,139						73,139
Royalty payable		-		-		45,000		(k)		45,000						45,000
Contingent consideration payable		-		-		104,500		(k)		104,500						104,500
Lease liabilities		-		67		10,308		(d)		10,375						10,375
Provisions		-		44,600		-				44,600						44,600
Debt financing costs		-		-		-				-						-
Long term debt - Bank		-		-		127,361		(b)		127,361						127,361
Long term debt - Mezz		-		-		131,915		(b)		131,915						131,915
Financial liability - Copper Stream Backstop Facility		-		-		75,000		(b)		75,000		(75,000	)	(b)		-
Deferred tax liabilities		-		10,108		121,375		(h)		131,483						131,483
Total non-current liabilities		-		54,775		688,598				743,373		(75,000	)			668,373
Total Liabilities	$	34,093	$	86,150	$	879,534			$	999,777	$	(75,000	)		$	924,777

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL

POSITION AS AT MARCH 31, 2023

	Historical
	Metals Acquisition Corp			Cobar Management Pty Limited		Transaction Accounting Adjustments			Notes	Metals Acquisition Corp Pro Forma (50% redemption scenario)			Transaction Accounting Adjustments		Notes	Metals Acquisition Corp Pro Forma (no redemption scenario)
Class A ordinary shares subject to possible redemption, 26,514,780 shares at redemption value	$	271,757		$	-	$	(271,757	)	(i)	$	-					$	-
EQUITY
Retained earnings		-			209,606		(209,606	)	(h)
Parent net investment		-			154,696		(154,696	)	(h)		-						-
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,628,695 shares issued and outstanding		1			-		(1	)	(m)		-						-
Common shares		-			-		6		(m)		6			1	(m)		7
Additional paid-in capital		-			-		453,342		(m)		453,342			110,877	(m)		564,220
Accumulated deficit		(32,203	)		-		(64,183	)	(e)		(96,386	)		-			(96,386	)
Total equity		239,555			364,302		(246,896	)			356,961			110,879			467,840
Total liabilities and equity	$	273,648		$	450,452	$	632,638			$	1,356,738		$	35,879		$	1,392,617

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF COMPREHENSIVE

INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2023

(in thousands of US dollars)

	Historical
	Metals Acquisition Corp			Cobar Management Pty Limited			Transaction Accounting Adjustments			Notes	Metals Acquisition Corp Pro Forma (50% redemption scenario)			Transaction Accounting Adjustments			Notes	Metals Acquisition Corp Pro Forma (no redemption scenario)
Revenues	$	-		$	65,227		$	17,523		(u)	$	82,750						$	82,750
Cost of goods sold		-			(51,749	)		1,232		(n)		(52,991	)						(52,991	)
								(1,081	)	(o)
								(1,393	)	(p)
Gross profit		-			13,478			16,281				29,759							29,759
Operating expenses
Distribution and selling expenses		-			(3,275	)		(5,089	)	(u)		(8,364	)						(8,364	)
Administrative expenses		-			(299	)		-		(v)		(4,887	)						(4,887	)
								(1,204	)	(v)
								(3,383	)	(v)
								(1	)	(v)
Operating and formation costs		(1,204	)		-			1,204		(v)
Acquisition costs		(3,383	)		-			3,383		(v)
Bank Fee		(1	)		-			1		(v)
Net foreign exchange gains/(losses)		-			(672	)		-				(671	)						(671	)
								1		(v)
Change in foreign exchange		1			-			(1	)	(v)
Change in fair value of warrants		(3,448	)		-			-				(3,448	)						(3,448	)
Finance income		-			4			-				4							4
Trust interest income		2,849			-			(2,849	)	(r)
Finance costs		-			(153	)		(11,036	)	(s)		(11,230	)		897		(s)		(10,333	)
								(41	)	(v)
Interest expense		(41	)		-			41		(v)
Profit/(Loss) before income tax		(5,227	)		9,083			(2,693	)			1,163			897				2,060
Income tax benefit/(expense)		-			(3,981	)		2,805		(t)		(1,176	)		(269	)	(t)		(1,445	)
Profit/(loss) for the year	$	(5,227	)	$	5,102		$	112			$	(13	)	$	628			$	615
Profit (Loss) per share - basic	$	(0.16	)								$	(0.00	)					$	0.01
Weighted average shares outstanding - basic		33,143,475										52,838,332							63,595,722
Profit (Loss) per share - diluted	$	(0.16	)								$	(0.00	)					$	0.01
Weighted average shares outstanding - diluted		33,143,475										52,838,332							82,156,786

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF COMPREHENSIVE

INCOME

FOR THE YEAR ENDED DECEMBER 31, 2022

(in thousands of US dollars)

	Historical
	Metals Acquisition Corp			Cobar Management Pty Limited			Transaction Accounting Adjustments			Notes	Metals Acquisition Corp Pro Forma (50% redemption scenario)			Transaction Accounting Adjustments			Notes	Metals Acquisition Corp Pro Forma (no redemption scenario)
Revenues	$	-		$	219,705		$	105,938		(u)	$	325,643						$	325,643
Cost of goods sold		-			(189,496	)		9,475		(n)		(189,782	)						(189,782	)
								(4,188	)	(o)
								(5,573	)	(p)
Gross profit		-			30,209			105,653				135,862							135,862
Operating expenses
Distribution and selling expenses		-			(17,246	)		(19,939	)	(u)		(37,185	)						(37,185	)
Administrative expenses		-			(1,230	)		(62,796	)	(q)		(73,997	)						(73,997	)
								(224	)	(v)
								(5	)	(v)
								(2,117	)	(v)
								(7,625	)	(v)
Stock compensation		(224	)		-			224		(v)
Bank Fee		(5	)		-			5		(v)
Operating and formation costs		(2,117	)		-			2,117		(v)
Acquisition costs		(7,625	)		-			7,625		(v)
Net foreign exchange gains/(losses)		-			(453	)		-				(453	)						(453	)
Change in fair value of warrants		1,477			-			-				1,477							1,477
Change in fair value conversion option		7			-			(7	)	(r)		-							-
Finance income		-			6			-				6							6
Trust interest income		3,753			-			(3,753	)	(r)
Finance costs		-			(930	)		(44,526	)	(s)		(45,456	)		3,589		(s)		(41,867	)
Amortization of discount on convertible promissory note		(8	)		-			8		(r)
Profit/(Loss) before income tax		(4,742	)		10,356			(25,360	)			(19,746	)		3,589				(16,157	)
Income tax benefit/(expense)		-			(15,715	)		22,969		(t)		7,254			(1,077	)	(t)		6,177
Profit/(loss) for the year	$	(4,742	)	$	(5,359	)	$	(2,392	)		$	(12,493	)	$	2,512			$	(9,980	)
Profit (Loss) per share - basic	$	(0.14	)								$	(0.24	)					$	(0.16	)
Weighted average shares outstanding - basic		33,143,475										52,838,332							63,595,722
Profit (Loss) per share - diluted	$	(0.14	)								$	(0.24	)					$	(0.16	)
Weighted average shares outstanding - diluted		33,143,475										52,838,332							63,595,722

Note 1 — Description of the Proposed Transaction

On March 17, 2022, MAC, MAC-Sub, and Glencore entered into the Share Sale Agreement, as amended by the Deed of Consent and Covenant, dated November 22, 2022 (together, the “Share Sale Agreement”). As a result of the transactions contemplated by the Share Sale Agreement, MAC will merge 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 MAC-Sub will acquire 100% of the equity interests of CMPL from Glencore by way of acquisition with CMPL becoming a direct subsidiary of MAC-Sub and an indirect subsidiary of New MAC as a result thereof. Glencore will receive at least $775 million in cash, with the potential for this amount to be scaled up to $875 million depending on equity demand) (subject to a customary closing accounts adjustment (including New MAC being liable for accounting and auditing fees in connection with the proposed 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”), a $75 million deferred payment (plus applicable interest within 12 months of Closing), up to $150 million in two contingent payments (subject to copper price performance), a 1.5% copper only net smelter return royalty and up to 10,000,000 newly issued New MAC Ordinary Shares issued at the redemption share price of $10.00 per share ($100 million worth included in the $1,100 million purchase price). The maximum cash consideration of $875 million will be funded through a combination of a 100% payable long term silver sale-and-purchase agreement (the “Silver Stream”) with Osisko through an upfront payment of $75 million (with the potential for an additional $15 million if the average LBMA silver price over the ten (10) day period prior to the closing of the Silver Stream is greater than $25.50/oz, $90 million total), a $205 million syndicated senior term loan facility, a $135 million mezzanine facility, and equity. MAC has agreed to a Redemptions Backstop Facility with Osisko that comprises $25 million of equity and a $75 million copper- linked financing facility (the “Copper Stream”) that is fully subordinated to the syndicated senior term loan facility. Upon the Closing of the Business Combination, New MAC Ordinary Shares and New MAC Warrants are expected to trade on the NYSE under the ticker symbols “MTAL” and “MTAL.WS”, respectively, and New MAC will become a publicly listed entity. Within several months following the consummation of the Business Combination, New MAC expects to pursue a dual listing on the ASX. No certainty can be provided as to the timing of any such listing or whether it will be ultimately successful. The Business Combination is expected to close in the second quarter of 2023, following the receipt of the required approval by MAC’s shareholders and the fulfillment of other customary closing conditions. The unaudited pro forma condensed combined financial information contained herein assume, among other things, that MAC’s shareholders approve the proposed Business Combination.

In addition, MAC expects to raise at least approximately US$172 million of proceeds from private equity placements (“PIPE Financing”) as partial consideration for the Business Combination with certain investors. The MAC Class A Ordinary Shares subscribed for in the PIPE Financing will convert into New MAC Ordinary Shares in connection with the Business Combination. The PIPE Financing is conditioned on, and is expected to be consummated immediately prior to, the Closing of the Business Combination, and with each MAC Class A Ordinary Share subscribed for by the PIPE Investors to be exchanged for one New MAC Ordinary Share, substantially concurrently with the Closing of the Business Combination.

It is also anticipated that, in connection with the Business Combination and to establish liquidity upon Closing, New MAC will enter into a sale-leaseback agreement with Sandvik Financial Services Pty Ltd for certain capital equipment for $16.7 million (A$25 million) over a three-year term.

Concurrently with the Closing, a Royalty Deed between New MAC, Glencore and CMPL will become effective, 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 from all marketable and metal-bearing copper material produced from the Cornish, Scottish, and Australian mine (“CSA Mine”) near Cobar, New South Wales, Australia, and certain specified exploration licenses held by CMPL in addition to the CSA Mine at the time of Closing. After Closing, MAC will have an obligation to pay deferred consideration of $75 million plus interest to Glencore within 12 months of Closing (from the proceeds of equity capital raises) and if the amount is not paid any residual amount owing will be settled on the next business day (12 months post-Closing plus one (1) business day) via the issue of top-up New MAC equity applying a 30% discount to the 20-trading day VWAP before the issuance (the “Equity Conversion Date”). If New MAC is listed on more than one exchange, the VWAP will be calculated by reference to the exchange with the largest volume (US$ 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.

Also, in connection with the Business Combination, MAC agrees to pay Glencore $150 million in cash structured as two contingent payments of $75 million each (each, a “Contingent Payment”) that will be unsecured, fully subordinated and payable if, and only if, over the life of the mine, the average daily LME closing price is greater than:

(a)            $4.25/lb ($9,370/mt) for any rolling 18-month period (commencing at Closing); and

(b)            $4.50/lb ($9,920/mt) for any rolling 24-month period (commencing at Closing).

Additionally, in connection with the Business Combination, CMPL and GIAG will enter into a new Offtake Agreement, 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. The new Offtake agreement replaces the existing offtake agreement between CMPL and GIAG.

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

For a description of the Business Combination and certain agreements executed in connection therewith, see “The Business Combination Proposal”, “The Share Sale Agreement” and “Certain Agreements Related to the Business Combination.”

Note 2 — Basis of Presentation

The historical financial statements of CMPL have been prepared in accordance with IFRS as issued by the IASB and in its presentation currency of the U.S. dollar. The historical financial statements of MAC have been prepared in accordance with U.S. GAAP in its presentation currency of the U.S. dollar. The unaudited pro forma condensed combined financial information has been prepared using IFRS, the basis of accounting of CMPL. After giving effect to pro forma adjustments (i.e., the conversion and redemption of the MAC Class A Ordinary Shares immediately prior to Closing) there were no accounting policy differences requiring adjustment to MAC’s historical US GAAP financial statements in order to align with IFRS.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The pro forma adjustments reflecting the consummation of the proposed transaction are based on certain currently available information and certain assumptions and methodologies that MAC believes are reasonable under the circumstances. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the differences may be material. MAC believes that its assumptions and methodologies provide a reasonable basis for presenting all the significant effects of the proposed transaction based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the proposed transaction. MAC and CMPL have not had any historical relationship prior to the proposed transaction. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

To effect the Business Combination and in addition to the debt financing, MAC must have cash held either in or outside the Trust Account, including the aggregate amount of any proceeds from the PIPE Financing, equal or exceeding a minimum of $490 million, for a minimum total cash funding amount of $775 million. MAC cannot predict how many of the public shareholders will exercise their right to have their MAC Class A Ordinary Shares redeemed for cash. Pursuant to the IPO letter agreement, our Sponsor, officers and directors have agreed to waive their redemption rights with respect to their Founder Shares and any public shares they may have acquired after MAC’s IPO in connection with the completion of the Business Combination. Additionally, our Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete our initial business combination within the prescribed time frame.

As a result, MAC has considered two redemption scenarios as follows:

• Assuming No Redemptions Scenario: This scenario assumes that no MAC public shareholders holding MAC Class A ordinary shares exercise their redemption rights

• Assuming 50% Redemptions Scenario: This scenario assumes that half of the MAC public shareholders holding MAC Class A Ordinary Shares exercise their redemption rights. The 50% redemption scenario represents 13,257,390 outstanding public shares that are redeemed in connection with the Business Combination at a per share redemption price of $10.25 per share as at March 31, 2023. The minimum PIPE Financing that we need to raise under the redemption assumption is approximately $126 million and at the time of this filing we have committed PIPE Financing of approximately $172 million. 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 minimum cash consideration for the Business Combination.

After the Business Combination, MAC’s current public shareholders, the Sponsor, which directly owns the Founder Shares (and which are indirectly owned by the initial shareholders), the PIPE Investors, and current CMPL shareholders, would be expected to own approximately the following percentages of New MAC Ordinary Shares:

	Assuming 50% Redemption Scenario					Assuming No Redemption Scenario
	Shares		%			Shares		%
MAC public shareholders		13,257,390		25	%		26,514,780		42	%
Shares held by Sponsor (including the Anchor Investors and Cornerstone Investors) (1)		6,628,695		13	%		6,628,695		10	%
PIPE Investors(2)		17,222,247		33	%		17,222,247		27	%
Redemptions Backstop Facility(3)		2,500,000		5	%		-		0	%
Current CMPL shareholders		10,000,000		19	%		10,000,000		16	%
Other Equity(4)		3,230,000		6	%		3,230,000		5	%
		52,838,332		100	%*		63,595,722		100	%*

*The percentages may not add due to rounding

(1) Green Mountain Metals LLC is the record holder of the shares reported herein. In addition, certain of MAC’s officers and directors and Anchor Investors hold Class B units in Green Mountain Metals LLC, which entitle them to an equivalent number of New MAC Ordinary Shares on distribution. The Sponsor has subsequently agreed to transfer 517,500 Founder Shares to the Cornerstone Investors. The amounts shown for these individuals are included in the total owned by Green Mountain Metals LLC.

(2) Assumes 17,222,247 shares issued to PIPE Investors at the redemption share price of $10.00 per share for gross proceeds of approximately $172 million (Refer to Note 5(c)).

(3) The Redemptions Backstop Facility comprises an equity subscription component of up to $25 million (2,500,000 shares at the share redemption price of $10.00 per share) and a Copper stream component of up to $75 million. If there are no redemptions, the Redemptions Backstop Facility will not be utilized.

(4) Other Equity comprises 1,500,000 shares as part of the Mezzanine financing package as well as 1,500,000 shares as part of the Silver Sale-and-purchase agreement. The remaining 230,000 shares represent participation by certain of MAC’s officers and directors.

All subscriptions are at the PIPE subscription price of $10.00 per share.

The share amounts and ownership percentages set forth above do not take into account (i) MAC Warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter, (ii) New MAC Warrants issued in relation to the subordinated financing and (iii) equity awards to be issued under the 2023 Plans. In accordance with the terms of the Share Sale Agreement, in no event will MAC redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001.

The estimated proceeds from the PIPE Financing are US$172 million. Under either of the redemption scenarios above, MAC will have sufficient funds to complete the Transaction.

Note 3 — Accounting for the Business Combination

The Business Combination will be accounted for using the acquisition method in accordance with IFRS 3. 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 Transaction will be completed by transferring cash and issuing New MAC Ordinary Shares to Glencore. In addition, there will be a Royalty Deed with Glencore which is to be classified as a financial liability. Deferred and contingent consideration also exists for the potential payouts to Glencore based on proceeds from a future ASX listing and/or capital raising and if the average daily LME closing price for copper is greater than (a)$4.25/lb ($9,370/mt) for any rolling 18-month (commencing at Closing), and (b) $4.50/lb ($9,920/mt) for any rolling 24-month period (commencing at Closing) during the life of the mine. The cash being transferred represents a significant majority of the total consideration, meaning the SPAC merger is 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 net assets could vary as the purchase price allocation is finalized. The Royalty Deed Agreement and potential payments for the ASX dual-listing and average copper prices are to be classified as a financial liability and initially recognized at fair value, and subsequently measured at fair value with changes recognized in profit or loss. The Offtake Agreement represents an executory contract that replaces the existing offtake agreement between CMPL and Glencore which will be settled and closed out on the date of the acquisition. Delivery of goods and sales earned under the new Offtake Agreement will be recorded in accordance with CMPL’s revenue recognition policies when they occur which has been reflected as Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial statements.

Note 4 — Impacts of Alternative Redemption Scenarios

The unaudited pro forma condensed combined financial statements reflect the Transaction assuming 50% and 0% redemption scenarios by existing Class A shareholders (see Note 2). If redemptions are higher than MAC’s assumption of 50%, it would not be able to fund the minimum cash consideration for the Transaction. A 100% redemption scenario has not been presented in the unaudited pro forma condensed combined financial statements for this reason.

Note 5 — Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined statement of financial position and combined statements of income (loss) have been prepared to reflect the Transaction together with the related transactions summarized above and the following assumptions and adjustments.

Unaudited Pro Forma Condensed Combined Statement of Financial Position

(a) Upfront deposit relating to the sale-and-purchase agreement for 100% of the payable silver over the life- of-mine (“Silver Stream”): Adjustment related to proceeds from the $75 million upfront deposit for the Silver Stream. The term of the Silver Stream is 20 years and represents a prepayment for payable silver to be sold to Osisko. The Silver Stream is an executory contract and MAC only has a responsibility to deliver refined silver if refined silver is produced. An additional $15 million of funding (for a total funding of $90 million) would be available under the Silver Stream subject to silver prices above a threshold price of $25.50 per ounce for if the average LBMA silver price over the ten (10) day period prior to the closing of the Silver Stream. Based on current silver prices, the additional funding would not be available, and accordingly the pro forma information is only based on the $75 million. The upfront deposit of $75 million was recorded as a deferred liability in the pro forma balance sheet. The economic effective date for the commencement of deliveries under the Silver Stream be February 1, 2023. Given the Closing Date will occur after February 1, 2023, MAC shall sell and deliver Refined Silver to the Purchaser in an amount equal to the Streamed Silver Quantity of each outturn of Refined Silver by an offtaker (provisional or final) between February 1, 2023, and the Closing Date within twenty (20) business days of the Closing Date. No deliveries of Refined Silver will be required if either the Closing Date has not occurred, or the Silver Deposit has not been paid by the Purchaser. The contractual amount owing as at March 31, 2023 is $1,861,020. The proceeds from the Silver Stream have been adjusted to reflect the amount owing as at March 31, 2023.

(thousands of US dollars)
Gross proceeds under Silver Stream	$	75,000
Less Deliveries owing as at March 31, 2023		(1,861	)
Net Silver Stream Proceeds	$	73,139

(b) Credit facilities: MAC has entered into a syndicated senior term loan facility for $205 million and a mezzanine facility for $135 million that will be used to partially fund the cash portion of the purchase price payable in the Transaction. Both facilities are currently subject to the fulfilment of certain conditions precedent prior to Closing. MAC has already incurred debt issuance costs associated with the facilities of $1,598,459 and estimates the incremental costs to be incurred of $10,792,027 and payable upon the Closing. The net amount available under the syndicated senior term loan facility to fund the purchase price is $195.7 million after taking into account incremental debt issuance cost of $8,092,027. The mezzanine facility has an original issue discount of 2% and the total estimated incremental cost associated for the facility is $2,700,000. The net amount available to fund the purchase price is $131.9 million. The Redemptions Backstop Facility comprises a $75 million copper stream and an incremental $25 million equity commitment (See Note 2 and Note 5(c)). The $75 million copper stream is fully subordinated to the senior lending facility with a delivery holiday for the first 12 months post-Closing. On the 5th anniversary of Closing, New MAC will have the option to buy back one third of the residual stream amount (reducing the second Threshold Stream and Tail Stream to 3.25% and 1.5%, respectively) for $40 million cash. Deliveries under the copper stream may be deferred and are therefore accounted as a financial liability at fair value of the consideration received. Under the No Redemption Scenario, MAC will not drawdown on the Redemption Backstop Facility of $75 million and accordingly Osisko will not be required to fund the incremental $25 million equity commitment. The interest on the Mezzanine facility can be paid in cash or accrued as a payment-in-kind (“PIK”) at the election of MAC. PIK interest will only be settled in cash as a bullet payment at the maturity date of the facility. The percentage that can be accrued as a PIK is dependent on a range of copper prices. The senior and mezzanine debt facilities are recognized at amortized cost net of debt issuance costs and original issue discounts. See “Certain Agreements Related to the Business Combination” contained in the Registration Statement for more information.

(in thousands of US dollars)
Syndicated Senior Term Loan	$	205,000
Less Estimated Incremental Debt issuance costs		(8,092	)
Net Funding Amount	$	196,908
Less Accrued Debt issuance cost		(1,214	)
Syndicated Senior Term Loan Liability	$	195,694
Portion reclassified to short term		(68,333	)
Syndicated Senior Term Loan Liability - Long Term	$	127,361
Mezzanine Loan	$	135,000
Less Estimated Incremental Debt issuance costs		(2,700	)
Net Funding Amount	$	132,300
Less Accrued Debt issuance cost		(385	)
Mezzanine Loan Liability	$	131,915

(c) Private placement and replacement of MAC Class B Ordinary Shares with New MAC Ordinary Shares: The adjustment reflects the estimated net proceeds from the issuance of a total of 22,952,247 MAC Ordinary Shares at the redemption share price of $10.00 per share (par value of $0.0001 per share) less any share issuance costs to PIPE Investors (17,222,247 shares), Other Equity from Osisko, Sprott and certain of MAC’s officers and directors (an aggregate of 3,230,000 shares) and in relation to the equity component of the Redemptions Backstop Facility (2,500,000 shares, if applicable). The issuance of the 22.95 million MAC Ordinary Shares have a nominal value of $2,295, and at $10.00 per share, will generate gross proceeds of $229.5 million. The proceeds from the PIPE Financing, Other Equity and equity component of the Redemptions Backstop Facility are recognized at the fair value of the consideration received less estimated share issuance costs of approximately $5,089,000 for a net funding amount of $224.4 million. Upon Closing, the current 6,628,695 MAC Class B Ordinary Shares held by the Sponsor (including the interests of certain initial IPO investors (“Anchor Investors”)) will be converted on a one-for-one basis into New MAC Ordinary Shares. Certain qualified institutional buyers or institutional accredited investors who are unaffiliated with the MAC management team (“Cornerstone Investors”) purchased a total of 9,000,000 New MAC Ordinary Shares, or 52.3%, of the PIPE of 17,222,247 Ordinary Shares. The Sponsor has agreed to transfer an aggregate of 517,500 Founder Shares to Cornerstone Investors. MAC estimated the aggregate fair value of these Founder Shares attributable to Cornerstone Investors via their purchase of PIPE shares to be $4,641,975, or $8.97 per share. The Founder Shares allocated to the Cornerstone Investors represent a capital contribution by the Sponsor for the benefit of MAC and are recorded as offering costs and reflected as a reduction in the proceeds from the offering and offering expenses. The Sponsor, initial shareholders and Cornerstone Investors have waived all anti-dilution rights with respect to such shares.

Shares	Assuming 50% Redemption Scenario			Assuming No Redemption Scenario
PIPE Investors		17,222,247			17,222,247
Redemptions Backstop Facility		2,500,000			-
Other Equity		3,230,000			3,230,000
Total Shares issued		22,952,247			20,452,247
(in thousands of US dollars)
Gross proceeds	$	229,522		$	204,522
Capital contribution for allocation of Founder Shares to Cornerstone Investors		4,642			4,642
Fair value of Sponsor Shares to Cornerstone Investors		(4,642	)		(4,642	)
Less Share Issuance Costs		(5,089	)		(5,089	)
Net Proceeds	$	224,433		$	199,433

(d) Sale-leaseback: In conjunction with the Transaction and to establish liquidity upon Closing, MAC will enter into a permitted sale-leaseback arrangement for newly acquired underground equipment with an estimated fair value on acquisition of $16.7 million (A$25 million) which will result in the recognition of a lease liability of $16.7 million and a corresponding right-of-use asset amount. The fair value of the assets subject to the sale are equal to the current carrying value. The net effect of the transaction is a reduction in Property, Plant and Equipment of $1,387,492 (See Note 5(e)). The lease liability is recognized at amortized cost over an expected lease term of three (3) years and split between a long-term portion of $10.3 million and a short-term portion of $6.4 million.

(e) Repayment of the Promissory note and related party amounts from the Sponsor, accounting for incremental transaction costs: The promissory note from the MAC Sponsor is to partially fund transaction costs in connection with the proposed Business Combination and will be repaid on closing under the terms of the note. Adjustment to decrease New MAC’s cash by an approximate $17.6 million and settle the deferred liability relating to estimated transaction costs incurred to date in MAC of approximately $10.26 million, accrued expenses and accounts payable related to the transaction in MAC of $2.1 million, incremental transaction cost of $3.75 million in connection with the Transaction and settlement of the MAC promissory note and related party amounts of $1.48 million. The $10.3 million deferred liability includes the current estimate of agreed accounting and auditing fees incurred by Glencore on the Transaction. These transaction costs do not relate to share or debt issuances. The cash settlement of Stamp duty will be made post-Closing and based on the final valuation of acquired assets. MAC’s transaction costs comprise stamp duty, legal and accounting fees that are not accounted for as a reduction in additional paid-in capital or as a reduction in debt funding and will be recognized in MAC’s consolidated statement of comprehensive income when the Transaction occurs.

(thousands of US dollars)
Transaction costs incurred on closing
Stamp duty	$	59,046
Other transaction costs		3,750
Transaction Costs	$	62,796
Loss recognized on Sale-and-leaseback		1,387
Accumulated deficit	$	64,183
Transaction costs settled on closing
Other transaction costs incurred on closing	$	3,750
Accrued expenses and accounts payable		2,078
Deferred liabilities		10,261
Due to related party		23
Promissory note from related party		1,459
	$	17,571

(f) Cash collateral posted for Environmental Rehabilitation Bond: Adjustment relates to the posting of 50% cash collateral for the estimated closure bond of $25.1 million (A$37.5 million) on closing of the Transaction with Tokio Marine & Nichido Fire Insurance Co. The collateral is measured at fair value on the date of the transfer.

(g) Deferred underwriting costs: Adjustment relates to the payment of the deferred underwriting fees related to the August 2, 2021, initial public offering of MAC and will be settled on closing of the Transaction.

(h) Acquisition of CMPL: If the transaction had occurred on March 31, 2023, the estimated preliminary fair values of the identifiable assets and liabilities (and related tax impacts) of CMPL and the purchase consideration would be as follows:

(in thousands of USD dollars)	Carrying Value		Purchase Price Allocation			Fair Value
Assets
Cash and cash equivalents(1)	$	406	$	15,000		$	15,406
Trade receivables from related parties		-		-			-
Other receivables		1,648					1,648
Inventories		21,415		24,068			45,483
Prepaid expenses		2,018					2,018
Property, plant and equipment(3)		423,910		815,785			1,239,695
Intangible assets		721					721
Inventories		334					334
Other assets		-					-
Total Assets	$	450,452	$	854,853		$	1,305,305
Liabilities
Trade payables	$	10,734				$	10,734
Trade payables related parties(2)		1,720		(1,720	)		-
Other payables		6,483					6,483
Short term Lease liabilities		568					568
Short term Provisions		11,870					11,870
Lease liabilities		67					67
Provisions		44,600					44,600
Deferred tax liabilities(3)		10,108		121,375			131,483
Total Liabilities	$	86,150	$	119,655		$	205,805
Net Assets Acquired	$	364,302	$	735,198		$	1,099,500
Estimated Purchase Price Consideration
Cash						$	775,000
Royalty Deed							45,000
Deferred Consideration							75,000
Fair value of Contingent Consideration							104,500
Current CMPL shareholders							100,000
Total						$	1,099,500

(1) The Transaction as agreed, allows for a minimum working cash amount of $15 million to be available in cleared funds as well as finished product inventory equating to approximately one month of production or two shipments upon Closing to establish minimum liquidity. The finished product inventory has been revalued to estimated net realizable value. Estimated net realizable value is determined based on the prevailing copper sales price less estimated treatment and refining costs based on the new offtake agreement.

(2) Parties have agreed that all related party transactions in CMPL will be settled prior to closing as it represents amounts receivable and payable under the historical offtake agreement.

(3) The preliminary purchase price allocation is based on management’s best estimate using the depreciated replacement cost method and taking into account any change in the tax base of the assets as a result of the allocation. The actual amount allocated to certain identifiable net assets could vary as the purchase price allocation is finalized post closing.

(4) In the event that the proceeds from PIPE Investors and the cash from trust relating to non- redemption of Class A Ordinary Shares exceed $420,000,000, Glencore will have the right to scale back the 10,000,000 shares in New MAC, in multiples of 100,000 at an issuance price of $10.00 per share, and receive the equivalent cash consideration. This right is only applicable at Closing. If the above condition is met, Glencore will have the sole discretion to scale back the shares in New MAC to $0 (with any scale-back to be reflected in the upfront cash payment). Based on MAC’s current assumptions (including with respect to the size of the PIPE Financing and the number of redemptions), it is not likely that Glencore will be able to scale back the amount of New MAC Ordinary Shares it receives.

(i) Redemption of MAC Class A Ordinary Shares: Adjustment to reflect the MAC redemption assumption of 50% of existing MAC Class A Ordinary Shares upon Closing of the Transaction. These shareholders will be able to fully redeem their funds at the original subscription price of $10.00 per share plus interest. The remaining 50% in the Trust account reflecting 13,257,390 non-redeeming MAC Class A Ordinary Share shareholders will become ordinary shareholders of New MAC, resulting in $135,878,683 (13,257,390 shares at $10.00 per share plus interest) as at March 31, 2023, to be transferred to available cash to fund the Transaction.

Under the No Redemption Scenario, all MAC Class A Shareholders representing 26,514,780 of issued shares will become ordinary shareholders of New MAC, resulting in $271,757,366 (26,514,780 shares at $10.00 per share plus interest) as at March 31, 2023, to be transferred to available cash to fund the Transaction. Under the No Redemption Scenario, New MAC will not drawdown the Redemption Backstop Facility of $100 million described in Note 5(b) and Note 5(c).

(j) Deferred Consideration:

$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 $75 million);

b. the unpaid balance of the $75,000,000 will accrue interest at a rate equivalent to what New MAC pays on the Mezz Facility, set at 3-month 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 $75,000,000 plus applicable interest) not paid in cash by the date that is twelve (12) months after the Closing will be settled on the next business day through the issuance of additional New MAC Ordinary Shares at a 30% discount to the 20-trading day VWAP before the issuance (the “Equity Conversion Date”). If New MAC is listed on more than one exchange, the VWAP will be calculated by reference to the exchange with the largest volume (US$ 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;

d. The Deferred Consideration are recognized as a financial liability that is measured at amortized cost.

(k) Contingent Adjustments (please refer to Note 3 for additional information regarding the accounting treatment of these portions of the Transaction):

a. Royalty Deed: The Royalty Deed is a net smelter return royalty agreement pursuant to which after the Closing, CMPL will pay to the Seller a royalty equal to 1.5% from all net smelter returns from all marketable and metal-bearing copper material produced from the mining tenure held by CMPL at the time of the Closing. The $45 million adjustment reflects the fair value of the Royalty Deed upon close of the Transaction. The estimated fair value was determined by discounting 1.5% of the future expected copper net smelter return over the expected life of the mine. The net smelter return is determined using consensus copper prices less estimated treatment and refining costs under the new offtake agreement.

b. Copper price: After Closing, Glencore is entitled to $150 million in cash structured as two contingent payments of $75 million each, the First Contingent Copper Payment and Second Contingent Copper Payment, that are unsecured, fully subordinated and payable if, and only if, over the life of the mine, the average daily LME closing price is greater than (i) $4.25/lb ($9,370/mt) for any rolling 18-month period (commencing at Closing), and (ii) $4.50/lb ($9,920/mt) for any rolling 24-month period (commencing at Closing). The contingent payments are recognized as a financial liability and measured at fair value estimated at $104.5 million based on the output from a commodity price simulation model and recognized as a financial liability.

Key assumptions
LME Spot Copper Price	$	4.10
Annualized Copper Price Volatility		26.10	%
Annual Copper Price Inflation Rate		1.04	%
Risk-free Interest Rate		3.70	%
Reversion factor		11.60	%

(l) Warrant liability: Adjustment for the fair value of 3,187,500 warrants to purchase New MAC Ordinary Shares issued to Sprott in connection with the Mezzanine Facility. The warrants have an exercise price of $12.50 per share, are fully transferable and have a 5-year term from the date of issuance. The Warrant liability is estimated at fair value using a Black-Scholes Merton model.

Key assumptions
Underlying Share Price	$	10.22
Strike Price	$	12.50
Volatility		25.00	%
Risk-free Interest Rate		3.70	%
Term		5 years

(m) Additional paid-in capital: Adjustment for the conversion of MAC Class A and B shares to common shares in New MAC based on the respective Redemption Scenario. The remaining adjustments reflect the additional paid-in capital for shares issued at $10 per share less the Par Value of $0.0001 per share in New MAC less share issuance costs associated with the PIPE Investors and warrants issued in connection with the Mezzanine Facility.

	Proceeds						Common Shares - Par Value				Additional Paid-In Capital
(in thousands of USD dollars)	Assuming No Redemption			Assuming 50% Redemption			Assuming No Redemption		Assuming 50% Redemption		Assuming No Redemption			Assuming 50% Redemption
MAC Class A Ordinary Shareholders	$	271,757		$	135,879		$	3	$	1	$	271,754		$	135,877
PIPE Investors		172,222			172,222			2		2		172,221			172,221
Redemption Backstop Facility		-			25,000			-		0		-			25,000
Current CMPL shareholders		100,000			100,000			1		1		99,999			99,999
Other Equity Investments		32,300			32,300			0		0		32,300			32,300
Gross Proceeds		576,279			465,401			6		5		576,274			465,396
Fair Value of Founder Shares allocated to Cornerstone Investors		(4,642	)		(4,642	)		-		-		(4,642	)		(4,642	)
Mezz Warrants issued		(6,965	)		(6,965	)		-		-		(6,965	)		(6,965	)
PIPE Share Issuance Costs		(5,089	)		(5,089	)		-		-		(5,089	)		(5,089	)
		559,583			448,705			6		5		559,578			448,700
Capital contribution for Founder Shares allocated to Cornerstone Investors by Sponsor		4,642			4,642			-		-		4,642			4,642
Class B Shares held by the Sponsor		-			-			1		1		-			-
Total	$	564,225		$	453,347		$	7	$	6	$	564,220		$	453,342

(n) Depreciation of acquired assets: Reflects the revised depreciation of finite-lived assets arising on the acquisition of CMPL and based on management’s preliminary estimate of estimated useful lives. The major categories of property, plant and equipment are depreciated on a unit of production (“UOP”) and/or straight-line basis. The finite-lived assets relate to buildings and plant and equipment that are depreciated on a straight-line basis while mineral resource and mine development follow the UOP basis. Estimated useful lives are linked to MAC’s estimate of current life-of-mine while the estimated UOP rate is approximately 2% on an annualized basis. UOP is based on MAC’s current estimate of proven and probable reserves which includes inferred resources converted at a historical conversion rate Pro forma adjustments by asset category are as follows:

	For the three months ended March 31, 2023
(in thousands of USD dollars)	CMPL Depreciation			Revised MAC Depreciation			Transaction Accounting Adjustment
Freehold land and buildings	$	(65	)	$	(159	)
Plant and equipment		(7,218	)		(5,596	)
Right-of-use assets		(352	)		(8	)
Mineral Resource		-			(1,609	)
Mine Development		(4,061	)		(3,092	)
Included in cost of goods sold	$	(11,696	)	$	(10,464	)	$	1,232

	For the year ended December 31, 2022
(in thousands of USD dollars)	CMPL Depreciation			Revised MAC Depreciation			Transaction Accounting Adjustment
Freehold land and buildings	$	(529	)	$	(635	)
Plant and equipment		(32,319	)		(22,384	)
Right-of-use assets		(1,320	)		(30	)
Mineral Resource		-			(6,435	)
Mine Development		(17,160	)		(12,369	)
Included in cost of goods sold	$	(51,328	)	$	(41,853	)	$	9,475

Asset Category	Carrying Value at March 31, 2023		Allocation of FV Adjustment to Asset Categories		Revised Asset Base		Revised useful life			Depreciation method	Revised Annual Depreciation using MAC Useful Lives		Revised Quarterly Depreciation using MAC Useful Lives
Freehold land and buildings	$	1,182	$	10,245	$	11,427		18		Straight Line	$	635	$	159
Plant and equipment		198,056		204,853		402,909		18		Straight Line		22,384		5,596
Right-of-use assets		547		-		547		18		Straight Line		30		8
Mineral Resource		-		282,271		282,271		2	%	UOP		6,435		1,609
Exploration and evaluation		-		-		-		2	%	UOP		-		-
Mine Development		224,125		318,415		542,540		2	%	UOP		12,369		3,092
Total		423,910		815,784	$	1,239,694					$	41,853	$	10,464

(o) Royalty Deed: Reflects estimated costs of 1.5% copper only net smelter return royalty payable to Glencore as part of the Royalty Deed going forward. See Note 1, Note 2, Note 5(k)(a) herein.

(p) Sale-leaseback: Reflects estimated depreciation of the right of use asset and interest on the sale- leaseback. The right-of-use asset is capitalized at $16.7 million (see Note 5(d)) and depreciated over an estimated useful life of three (3) years on a straight-line basis.

(q) Transaction costs: Reflects estimated costs associated with the Transaction of $62.8 million to be incurred subsequent to December 31, 2022 (See Note 5(e)).

(r) Reversal of Trust interest income, Change in fair value of conversion option and Amortization of discount on convertible promissory note: Trust income represents interest earned from the cash held in the Trust Account for the three months ended March 31, 2023, of $2,848,650 and for the year ended December 31, 2022, of $ 3,753,097. The Trust funds will be utilized to fund the proposed Business Combination and accordingly this income will not form part of future operations. The change in fair value of the conversion option is applicable to the conversion option embedded in the promissory note from the Sponsor to MAC in order to fund expenses related to the Transaction in 2022. The Promissory note will be converted to Private warrants or per the terms, settled at the close of the Transaction (See Note 5(e)).

(s) Interest on debt facilities and Glencore Deferred Consideration: Reflects interest expense related to the drawdown of a $205 million syndicated senior term loan using a current estimate of the payable interest rate of 8.1% and the interest expense relating to the $135 million Mezz Facility is based on an estimate of the applicable interest rate of 12.5%. The Glencore Deferred Consideration carries interest at the same rate as the Mezz Facility; the interest rate period is assumed to be six (6) months from Closing, taking into account the timing and estimated proceeds from the planned ASX listing as discussed in these notes and elsewhere in this filing. Under the 50% Redemption Scenario, interest is also calculated on the $75 million Copper Stream from Osisko.

	For the Three months ended March 31, 2023
(in thousands of US dollars)	Metals Acquisition Corp Pro Forma (50% redemption scenario)		Metals Acquisition Corp Pro Forma (no redemption scenario)
Interest Expense
Subordinated debt - Mezz Term Loan	$	4,220	$	4,220
Senior Debt - Term Loan (Banks)		4,167		4,167
Senior Debt - Revolving Credit Facility (Banks)		-		-
Glencore Deferred Payment		1,289		1,289
Redemption Backstop Facility - Debt (Copper Stream)		897		-
Surety Bond (Environmental Liability)		251		251
Equipment leases		212		212
Total interest expense	$	11,036	$	10,139

The sensitivity analysis below demonstrates the impact of 0.125% change on the Transaction Adjustment interest expense for the three months ended March 31, 2023, of $10,139 under the No Redemption scenario and $11,036 under the 50% Redemption Scenario for the period.

	Assuming No Redemption					Assuming 50% Redemption
(in thousands of US dollars)	Decrease 0.125%			Increase 0.125%		Decrease 0.125%			Increase 0.125%
Senior Debt - Term Loan (Banks)	$	4,177		$	4,262	$	4,177		$	4,262
Subordinated debt - Mezz Term Loan		4,103			4,231		4,103			4,231
Glencore Deferred Payment		1,278			1,301		1,278			1,301
Redemption Backstop Facility - Debt (Copper Stream)		-			-		873			921
Surety Bond (Environmental Liability)		244			259		244			259
Equipment leases		208			216		208			215
Total interest expense	$	10,009		$	10,269	$	10,883		$	11,189
Net Movement	$	(130	)	$	130	$	(153	)	$	153

	For the year ended December 31, 2022
(in thousands of US dollars)	Metals Acquisition Corp Pro Forma (50% redemption scenario)		Metals Acquisition Corp Pro Forma (no redemption scenario)
Interest Expense
Subordinated debt - Mezz Term Loan	$	16,878	$	16,878
Senior Debt - Term Loan (Banks)		16,667		16,667
Glencore Deferred Payment		5,157		5,157
Redemption Backstop Facility - Debt (Copper Stream)		3,589		-
Surety Bond (Environmental Liability)		1,006		1,006
Equipment leases		1,229		1,229
Total interest expense	$	44,526	$	40,937

The sensitivity analysis below demonstrates the impact of 0.125% change on the Transaction Adjustment interest expense for the year ended December 31, 2022, of $40,937 under the No Redemption scenario and $44,526 under the 50% Redemption Scenario for the period.

	Assuming No Redemption					Assuming 50% Redemption
(in thousands of US dollars)	Decrease 0.125%			Increase 0.125%		Decrease 0.125%			Increase 0.125%
Senior Debt - Term Loan (Banks)	$	16,710		$	17,047	$	16,710		$	17,047
Subordinated debt - Mezz Term Loan		16,410			16,923		16,410			16,923
Glencore Deferred Payment		5,110			5,204		5,110			5,204
Redemption Backstop Facility - Debt (Copper Stream)		-			-		3,495			3,683
Surety Bond (Environmental Liability)		974			1,037		974			1,037
Equipment leases		1,209			1,250		1,209			1,250
Total interest expense	$	40,413		$	41,461	$	43,908		$	45,144
Net Movement	$	(524	)	$	524	$	(618	)	$	618

(t) Tax: The adjustment reflects the estimated tax impact of pro forma adjustments relating to MAC-Sub at the Australian Company tax rate of 30% for the three months ended March 31, 2023, and for the year ended December 31, 2022 as well as pro forma management adjustments at New MAC that will be subject to Jersey company tax of 0% which is equivalent to the MAC Cayman tax rate.

	Three months ended March 31, 2023
(in thousands of US dollars)	Assuming 50% Redemption			Assuming No Redemption
Tax effect of All Transaction adjustments	$	808		$	539
Deferred Tax release due to temporary differences associated with revised depreciation		741			741
Reversal of CMPL uncertain tax positions(1)		1,256			1,256
Transaction Adjustment	$	2,805		$	2,536
CMPL Tax expense		(3,981	)		(3,981	)
Tax (benefit)/Expense	$	(1,176	)	$	(1,445	)

(1) The CMPL uncertain tax positions relates to an estimated impact of a transfer pricing matter relating to the historical offtake agreement as well as the historical Tax Consolidated Group. New MAC (via MAC-Sub) will form a new Tax Consolidated Group and accordingly this tax position will not apply going forward.

	For the year ended December 31, 2022
(in thousands of US dollars)	Assuming 50% Redemption			Assuming No Redemption
Tax effect of All Transaction adjustments	$	7,608		$	6,531
Deferred Tax release due to temporary differences associated with revised depreciation		2,966			2,966
Reversal of CMPL uncertain tax positions		12,395			12,395
Transaction Adjustment	$	22,969		$	21,892
CMPL Tax benefit		(15,715	)		(15,715	)
Tax (benefit)/Expense	$	7,254		$	6,177

(1) The CMPL uncertain tax positions relates to an estimated impact of a transfer pricing matter relating to the historical offtake agreement as well as the historical Tax Consolidated Group. New MAC (via MAC-Sub) will form a new Tax Consolidated Group and accordingly this tax position will not apply going forward.

(u) Offtake agreement: Adjustments to revenue and distribution and selling expenses to account for the revised offtake agreement between MAC-Sub and CMPL related party. The historical CMPL financial statements accounts for the offtake agreement with GIAG, the same counterparty as the counterparty going forward. The terms and nature of the agreement have changed, and therefore the financial statements have been adjusted to reflect the effects of the new agreement for the three months ended March 31, 2023, and the year ended December 31, 2022. The offtake agreement has changed from a price participation agreement for treatment and refining costs to benchmark offtake agreement with market referenced treatment and refining cost. Any amounts receivable under the historical offtake agreement will be settled on Closing (Refer to Note 5(h)).

(v) Reclassification to conform financial statement line-item presentation: Please also refer to Note 8. MAC operating and formation costs for the three months ended March 31, 2023, of $1,203,610, acquisition costs of $3,383,270 and bank fees of $1,191 have been reclassified as Administrative expenses and will be non-recurring in the 12 months following the consummation of the Business Combination. Similarly, operating and formation costs for the year ended December 31, 2022, of $2,117,475 and acquisition costs of $7,625,359 and bank fees of $5,205 have been reclassified as Administrative expenses, are non-recurring and will not recur beyond the 12 months following the consummation of the Business Combination.

Note 6 — Management Adjustments

Management Adjustments reflects adjustments for estimated corporate costs to operate New MAC post the Transaction, as a publicly traded mining company owning the CSA mine. The estimated corporate expenses represent dis-synergies of the Business Combination since CMPL represents a privately held entity that do not have an existing executive or corporate structure.

Corporate overhead costs are based on Managements’ experience of running single asset, public mining companies and based on judgment. These costs may not be sufficient to cover all expected and unexpected overhead costs in order to run New MAC.

(in thousands of US dollars)	Three months ended March  31, 2023		For the year ended December  31, 2022
Directors’ and officers' insurance	$	625	$	2,500
Executive and Corporate personnel salaries		985		3,940
Director Fees		130		520
Regulatory fees		31		125
Investor relations and conference fees		138		550
Head Office Rent		19		75
IT and communications		328		1,312
Audit Fees and Internal control		100		400
Miscellaneous		63		250
Corporate overhead costs	$	2,418	$	9,672

The effect of Management Adjustments on earnings per share for the three months ended March 31, 2023, are as follows:

	Three months ended March 31, 2023
(in thousands of US dollars)	Assuming No Redemption			Assuming 50% Redemption
Profit/(loss) for the year	$	615		$	(13	)
Corporate overhead costs		(2,418	)		(2,418	)
Revised Profit/(Loss) for the year	$	(1,803	)	$	(2,431	)
Loss per share - basic	$	(0.03	)	$	(0.05	)
Weighted average shares outstanding - basic		63,595,722			52,838,332
Profit (Loss) per share - diluted	$	(0.03	)	$	(0.05	)
Weighted average shares outstanding - diluted		63,595,722			52,838,332
Effect of potential dilutive securities		-			-
Adjusted weighted average shares outstanding - diluted		63,595,722			52,838,332

For the three months ended March 31, 2023, 18,561,064 of potentially dilutive common shares, issuable upon the exercise of the Public Warrants (8,838,260), Private Warrants (6,535,304) and Mezzanine Financing Warrants (3,187,500) were not included in the computation of loss per share as their effect was anti-dilutive.

The effect of Management Adjustments on earnings per share for the year ended December 31, 2022, are as follows:

	For the year ended December 31, 2022
(in thousands of US dollars)	Assuming No Redemption			Assuming 50% Redemption
Profit/(loss) for the year	$	(9,980	)	$	(12,493	)
Corporate overhead costs		(9,672	)		(9,672	)
Revised Profit/(Loss) for the year	$	(19,652	)	$	(22,164	)
Loss per share - basic	$	(0.31	)	$	(0.42	)
Weighted average shares outstanding - basic		63,595,722			52,838,332
Profit (Loss) per share - diluted	$	(0.31	)	$	(0.42	)
Weighted average shares outstanding - diluted		63,595,722			52,838,332
Effect of potential dilutive securities		-			-
Adjusted weighted average shares outstanding - diluted		63,595,722			52,838,332

For the year ended December 31, 2022, 18,561,064 of potentially dilutive common shares, issuable upon the exercise of the Public Warrants (8,838,260), Private Warrants (6,535,304) and Mezzanine Financing Warrants (3,187,500) were not included in the computation of loss per share as their effect was anti- dilutive.

Note 7 — Profit (loss) per share

The pro forma net income (loss) per share is calculated using the pro forma weighted average number of shares outstanding, and the issuance of additional shares in connection with the Business Combination and PIPE financing for the three months ended March 31, 2023, and the year ended December 31, 2022.

Basic and diluted net income (loss) per share is calculated by dividing the net income (loss) for the period by the pro forma weighted average number of ordinary shares and dilutive shares that would have been outstanding during the period using the treasury stock method. Excluded from the calculation are potential equity awards to be issued under employee plans. New MAC Warrants issued in connection with the Business Combination are not included in the basic earnings per share calculation as the options are not exercised at the date of the consummation of the Share Sale Agreement.

The weighted average number of ordinary shares was determined by taking the historical number of ordinary shares outstanding of MAC and adjusting for the shares issued under the Transaction and shown in Note 4.

	Assuming No Redemption Scenario		Assuming 50% Redemption Scenario
New MAC Ordinary shares outstanding after Business Combination		63,595,722		52,838,332
New MAC Warrants
Public Warrants		8,838,260		8,838,260
Private Warrants		6,535,304		6,535,304
Mezzanine Financing Warrants		3,187,500		3,187,500
Total New MAC Ordinary Shares Outstanding After Warrant Exercise		82,156,786		71,399,396
Profit (Loss) per share Denominator
Weighted average shares outstanding – basic		63,595,722		52,838,332
Weighted average shares outstanding – diluted		63,595,722		52,838,332

For the three months ended March 31, 2023, under the 50% Redemption scenario, and the year ended December 31, 2022, under the 50% Redemption and No Redemption scenarios, 18,561,064 of potentially dilutive common shares, issuable upon the exercise of the Public Warrants (8,838,260), Private Warrants (6,535,304) and Mezzanine Financing Warrants (3,187,500) were not included in the computation of loss per share as their effect was anti-dilutive.

For the three months ended March 31, 2023, under No Redemption scenario, 18,561,064 of dilutive common shares were included in the computation of profit per share.

Note 8 — Financial Statement Reclassification

The following table provides a reconciliation of the reclassification of certain balances on the statement of comprehensive income for the three months ended March 31, 2023, and the year ended December 31, 2022, to conform MAC line items to those used by CMPL and as applied in preparing the pro forma financial information:

(in thousands of US dollars)

Metals Acquisition Corp	Cobar Management Pty. Limited	Three months ended March 31, 2023			Year ended December 31, 2022
Operating and formation costs	Administrative expenses		(1,204	)		(2,117	)
Acquisition costs	Administrative expenses		(3,383	)		(7,625	)
Stock compensation	Administrative expenses		-			(224	)
Bank Fee	Administrative expenses		(1	)		(5	)
Interest expense	Finance costs		(41	)		-
Change in foreign exchange	Net foreign exchange gains/(losses)		(1	)		-

The following table provides a reconciliation of the reclassification of certain balances on the statement of financial position of MAC as at March 31, 2023 to conform to the presentation used by CMPL and as applied in preparing the pro forma financial information:

(in thousands of US dollars)
Metals Acquisition Corp	Cobar Management Pty. Limited	Three months ended March 31, 2023
Cash	Cash and cash equivalents		35

Reclassifications of CMPL’s historical financial statement line items to pro forma financial

The following table provides a reconciliation of the reclassification of certain balances on the statement of profit or loss and other comprehensive income for the three months ended March 31, 2023, and for the year ended December 31, 2022, to conform historical CMPL line items to those used by New MAC on a go-forward basis and as applied in preparing the pro forma financial information:

(in thousands of US dollars)
Cobar Management Pty. Limited	Pro Formas		Three months ended March 31, 2023		Year ended December 31, 2022
Revenue from related party	Revenues	$	65,227	$	219,705