FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • May 16th, 2023 • Metals Acquisition LTD • Metal mining
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on , 2023, by and among Metals Acquisition Limited, a private limited company newly incorporated under the laws of Jersey, Channel Islands (the Issuer”), Metals Acquisition Corp, a Cayman Islands exempted company (the “Company”), and the subscriber named on the signature page hereto (“Subscriber”).
CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUBSCRIPTION AGREEMENTSubscription Agreement • March 23rd, 2023 • Metals Acquisition LTD • Metal mining
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 10 , 2023, by and among Metals Acquisition Limited, a private limited company newly incorporated under the laws of Jersey, Channel Islands (the “Issuer”), Metals Acquisition Corp., a Cayman Islands exempted company (the “Company”), Sprott Private Resource Lending II (Collector), LP ( “Equity Subscriber”) and Sprott Private Resource Lending II (Collector-2), LP (“Warrant Subscriber”).
Australian Branch) US$205,000,000 Term Loan Facility US$25,000,000 Revolving Loan Facility A$40,000,000 Letter of Credit Facility SYNDICATED FACILITY AGREEMENT dated 28 February 2023 for METALS ACQUISITION CORP. (AUSTRALIA) PTY LTD arranged by...Agreement • March 23rd, 2023 • Metals Acquisition LTD • Metal mining • New South Wales
CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.Certain Confidential Information • March 23rd, 2023 • Metals Acquisition LTD • Metal mining • New South Wales
US$135,000,000 Mezzanine Debt Facility Loan Note Subscription Agreement Metals Acquisition Corp. (Australia) Pty Ltd Sprott Private Resource Lending II (Collector-2), LP Dated 10 March 2023
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 22nd, 2023 • Metals Acquisition LTD • Metal mining • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 15, 2023, is made and entered into by and among Metals Acquisition Limited, a public company with limited liability incorporated under the laws of Jersey, Channel Islands (the “Company”), Green Mountain Metals LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature pages hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Purchase Agreement (as defined below).
CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED OSISKO BERMUDA LIMITED and METALS ACQUISITION CORP...Silver Purchase Agreement • March 23rd, 2023 • Metals Acquisition LTD • Metal mining • New South Wales
THIS SILVER PURCHASE AGREEMENT dated as of March 16, 2023 (the “Signing Date”) between OSISKO BERMUDA LIMITED, an exempted company existing under the laws of Bermuda, as purchaser, METALS ACQUISITION LIMITED, a company incorporated under the laws of Jersey, as seller, METALS ACQUISITION CORP, a Cayman Islands exempted company, as seller, METALS ACQUISITION CORP. (AUSTRALIA) PTY LTD (ACN 657 799 758), a company existing under the laws of Australia, as a seller psa entity, and each other Person who from time to time accedes to this Agreement as a Seller PSA Entity.
CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.Metals Acquisition LTD • June 22nd, 2023 • Metal mining
US$205,000,000 Term Loan Facility US$25,000,000 Revolving Loan Facility FIRST AMENDMENT AGREEMENT dated 9 June 2023 for METALS ACQUISITION CORP. (AUSTRALIA) PTY LTD arranged by CITIBANK N.A., SYDNEY BRANCH and BANK OF MONTREAL acting as Mandated Lead...Agreement • August 3rd, 2023 • Metals Acquisition LTD • Metal mining
CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED OSISKO BERMUDA LIMITED and METALS ACQUISITION CORP...Copper Purchase Agreement • March 23rd, 2023 • Metals Acquisition LTD • Metal mining • New South Wales
THIS COPPER PURCHASE AGREEMENT dated as of March 20, 2023 (the “Signing Date”) between OSISKO BERMUDA LIMITED, an exempted company existing under the laws of Bermuda, as purchaser, METALS ACQUISITION LIMITED, a company incorporated under the laws of Jersey, as seller, METALS ACQUISITION CORP, a Cayman Islands exempted company, as seller, METALS ACQUISITION CORP. (AUSTRALIA) PTY LTD (ACN 657 799 758), a company existing under the laws of Australia, as a seller psa entity, and each other Person who from time to time accedes to this Agreement as a Seller PSA Entity.
Dated 22 May 2023 Metals Acquisition Limited and Metals Acquisition Corp. MERGER AGREEMENT AND PLAN OF MERGERMerger Agreement • June 22nd, 2023 • Metals Acquisition LTD • Metal mining
A The Surviving Company and the Merging Company wish to effect a merger between them pursuant to Part 18B of the Law and Part XVI of the Companies Act (the Merger) so that the Surviving Company continues as the survivor body.
ASSIGNMENT, ASSUMPTION AND AMENDMENT OF WARRANT AGREEMENTAssignment, Assumption • July 1st, 2024 • Metals Acquisition LTD • Metal mining • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT OF WARRANT AGREEMENT (this “Amendment”), is made as of July 1, 2024 (the “Amendment Effective Date”), by and among Metals Acquisition Limited, a private limited company incorporated under the laws of Jersey, Channel Islands (the “Issuer”), Continental Stock Transfer & Trust Company, a New York corporation, as Warrant Agent and Transfer Agent (“Continental”), and Computershare Inc., a Delaware corporation, and its affiliate Computershare Trust Company, N.A., a federally chartered trust company (together with Computershare Inc., “Computershare”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 12th, 2023 • Metals Acquisition LTD • Metal mining
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on October 11, 2023, by and between Metals Acquisition Limited, a private limited company newly incorporated under the laws of Jersey, Channel Islands (the Company”), and the subscriber named on the signature page hereto (“Subscriber”).
WARRANT AGREEMENTWarrant Agreement • June 22nd, 2023 • Metals Acquisition LTD • Metal mining • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 6, 2023, is by and between Metals Acquisition Limited, a private limited company newly incorporated under the laws of Jersey, Channel Islands (the “Issuer”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
SIDE LETTERMetals Acquisition LTD • June 12th, 2023 • Metal mining
Reference is made to that certain Subscription Agreement, dated as of June 12, 2023, among Metals Acquisition Limited, a private company incorporated under the laws of Jersey, Channel Islands (“MAC Limited”), Metals Acquisition Corp, a Cayman Islands exempted company (the “SPAC”), and BEP Special Situations VI LLC (the “Recipient”) (the “Agreement”).
