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...

Exhibit 10.3

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 Arrangers and Bookrunners

with
CITISECURITIES LIMITED

acting as Agent

 

Execution Version

page 1

CONTENTS
Clause	Page

1. Definitions and Interpretation 2

2. Amendment and Restatement 2

3. Remaining Provisions unaffected 3

4. Affirmation 3

5. Finance Document 3

6. Counterparts 3

7. Governing Law and Enforcement 3

Schedule 1 The Original Parties	4
Part I The Original Obligors	4
Part II The Original Lenders	5
Part III The Initial Account Banks	6
Schedule 2 Amended and Restated Facility Agreement	7

page i

THIS FIRST AMENDMENT AGREEMENT is dated ________________ 2023 and made between:

(1) METALS ACQUISITION CORP, an exempted company incorporated in the Cayman Islands, company number 372802, of Suite 000, 000 Xxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx 00000, Xxxxxx Xxxxxx xx Xxxxxxx and METALS ACQUISITION LIMITED a company incorporated in Jersey with registration number 144625, of 3^rd Floor, 00 Xxxxxxxxx, Xx Xxxxxx, XX0 0XX, Xxxxxx (each the "Company");

(2) THE ENTITY listed in Part I of Schedule 1 as borrower ("Borrower");

(3) THE ENTITIES listed in Part I of Schedule 1 as original guarantors (together with the Company the "Original Guarantors");

(4) CITIBANK N.A., SYDNEY BRANCH (ABN 34 072 814 058) and BANK OF MONTREAL as mandated lead arrangers and bookrunners (whether acting individually or together the "Arranger");

(5) THE ENTITIES listed in Part III of Schedule 1 as initial account banks (the "Initial Account Banks");

(6) THE ENTITIES listed in Part II of Schedule 1 as lenders ("Original Lenders"); and

(7) CITISECURITIES LIMITED (ABN 51 000 000 000) (the "Agent").

IT IS AGREED as follows:

A	The parties to this Deed (each a Party) are parties to a Facility Agreement dated 28 February 2023 (the Facility Agreement).
B	The Parties wish to amend and restate the Facility Agreement in the manner set out in this Deed.

It is agreed as follows.

1. Definitions and Interpretation

1.1 Definitions

Definitions in the Facility Agreement (as amended and restated under this Deed) apply in this Deed unless the context requires otherwise or the relevant term is defined in this Deed.

Amendment Date means the date of this Deed.

1.2 Interpretation

Clause 1.2 (Construction) of the Facility Agreement applies in this Deed as if set out in full in this Deed and as if references in that clause to "this agreement" were to this Deed.

2. Amendment and Restatement

The Parties agree that, with effect on and from the Amendment Date, the Facility Agreement is amended and restated as set out in Schedule 2 to this Deed.

page 2

3. Remaining Provisions unaffected

Except as specifically amended by this Deed:

(a) The provisions of the Facility Agreement remain in full force and effect;

(b) The amendment of the Facility Agreement does not affect the enforceability or validity of the Finance Documents; and

(c) nothing in this Deed:

(i) prejudices or adversely affects any right, power, authority, discretion or remedy arising under the Finance Documents before the Amendment Date; or

(ii) discharges, releases or otherwise affects any liability or obligation arising under any Finance Document before the Amendment Date.

(d) Each Party remains entitled to and bound by their respective rights and obligations under the Finance Documents.

4. Affirmation

On the Amendment Date, each Obligor makes each Repeating Representation with reference to the facts and circumstances subsisting on the Amendment Date.

5. Finance Document

This Deed is a Finance Document.

6. Counterparts

This Deed may be executed in any number of counterparts, each executed by one or more parties. A party may do this by executing and electronically transmitting a copy to one or more others or their representative. All counterparts together will be taken to constitute one instrument.

7. Governing Law and Enforcement

Clauses 50 (Governing Law) and 51 (Enforcement) of the Facility Agreement are incorporated in this Deed as if set out in full in this Deed and as if references in those clauses to "this agreement" were to this Deed.

page 3

Schedule 1

The Original Parties

Part I

The Original Obligors

Name of Borrower		ABN/ACN/ARBN		Address for Service of Notice
Metals Acquisition Corp. (Australia) Pty Ltd		ACN 657 799 758		c/o Squire Xxxxxx Xxxxx Attention: Xxxxx Xxxxxxx Level 00.000 Xxxxxx Xx, Xxxxx XX 0000 Email: xxxxx.xxxxxxx@xxxxxxxx.xxx
Name of Original Guarantor		ABN/ACN/ARBN/Registration number		Address for Service of Notice
Metals Acquisition Corp (an exempted company incorporated in the Cayman Islands)		372802 (Cayman Islands)		Suite 000, 000 Xxxxxxx Xx, Xx Xxxxx, Xxxxx, 00000 Attn: Xxxx XxXxxxxx Email: xxxx.xxxxxxxx@xxxxxxxxxxxxx.xxx
Metals Acquisition Limited, (a company incorporated in Jersey)		144625 (Jersey)		3rd Floor, 00 Xxxxxxxxx, Xx Xxxxxx, XX0 0XX, Xxxxxx Attn: Xxxx XxXxxxxx Email: xxxx.xxxxxxxx@xxxxxxxxxxxxx.xxx

page 4

Part II

The Original Lenders

Name of Original Lender	Facility A Commitment (US$)	Facility B Commitment (US$)	Address for Service of Notice
Citibank, N.A., Sydney Branch (ABN 34 072 814 058)	53,500,000	6,500,000	Level 23, 0 Xxxx Xxxxxx, Xxxxxx, XXX, 0000
BMO Xxxxxx Bank N.A.	53,500,000	6,500,000	000 Xxxx Xxxxxx Xxxx, 0xx Xxxxx, Xxxxxxx, XX, X0X 0X0
National Bank of Canada	49,000,000	6,000,000	000 Xxxx Xxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0
The Bank of Nova Scotia, Australia Branch (ABN: 34 133 513 827)	49,000,000	6,000,000	Suite 2, Level 44, 0 Xxxxxx Xxxxx, Xxxxxxxx Xxxxxxx Xxxxx, Xxxxxx XXX 0000 Xxxxxxxxx
Total	205,000,000	25,000,000

page 5

Part III

The Initial Account Banks

Name	Address for Service of Notice
Citibank, N.A., Sydney Branch (ABN 34 072 814 058)	Address:	Level 00, 0 Xxxx Xxxxxx Xxxxxx XXX 0000 Xxxxxxxxx
	Email:	xxxxx.xxxxx@xxxx.xxx; xxxxx.xxxx@xxxx.xxx; xxxxx.xxx@xxxx.xxx
	Telephone:	x000 0000 0000 / 2066 /1838
	Attention: Xxxxx Xxxx / Xxxxx Xxxxx / Xxxxx Xxx

	Address for Service of Notice
Citibank, N.A., Jersey Branch	Address:	00 Xxxxxxxxx, Xx Xxxxxx, Xxxxxx XX0 0XX
	Email:	xx.xxxxxxxxxxxx@xxxx.xxx; xxxxxxxxxxxxxx.xxxxxxxxxxxxxxxxx@xxxx.xxx
	Telephone:	+ 000 0 000 0000 / x000 0 000 0000
	Attention: Specialised Agency Team

page 6

Schedule 2 Amended and Restated Facility Agreement

page 7

Each attorney executing this Deed states that he or she has no notice of the revocation or suspension of his or her power of attorney.

Executed and delivered as a Deed

The Agent

SIGNED, SEALED AND DELIVERED by
by CITISECURITIES LIMITED as Senior Agent by its duly authorised signatories	/s/ Xxxx Xxxxxxx
	Signature
	Xxxx Xxxxxxx
	Name

/s/ Xxx Xxxx
Signature
Xxx Xxxx		/s/ Xxxxx Xxx
Name		Witness Signature
		Xxxxx Xxx
		Witness Name

/s/ Xxxxx Xxx

Witness Signature

Xxxxx Xxx

Witness Name

page 8

The Arrangers

SIGNED, SEALED AND DELIVERED by	)	/s/ Xxxxxx Xxxxxx
	)	Director
as authorised signatory for Bank of Montreal	)
in the presence of:	)
	)
Signature of witness	)
	)	/s/ Xxxxx Xxxx
Name of witness (block letters)	)	Vice President Corporate Banking
	)
	)

page 9

SIGNED, SEALED AND DELIVERED for and on behalf of
CITIBANK, N.A., SYDNEY BRANCH
(ABN 34 072 814 058) by its authorised signatories:

/s/ Xxx Xxxx		/s/ Xxxxx Xxxx
Signature of Authorised Signatory		Signature of Authorised Signatory
Xxx Xxxx		Xxxxx Xxxx
Name of Authorised Signatory		Name of Authorised Signatory
/s/ Xxxxx Xxx		/s/ Xxxxx Xxx
Witness Signature		Witness Signature
Xxxxx Xxx		Xxxxx Xxx
Witness Name		Witness Name

page 10

The Initial Account Banks

SIGNED, SEALED AND DELIVERED for and on behalf of
CITIBANK, N.A., SYDNEY BRANCH
(ABN 34 072 814 058) by its authorised signatories:

/s/ Xxx Xxxx		/s/ Xxxxx Xxxx
Signature of Authorised Signatory		Signature of Authorised Signatory
Xxx Xxxx		Xxxxx Xxxx
Name of Authorised Signatory		Name of Authorised Signatory
/s/ Xxxxx Xxx		/s/ Xxxxx Xxx
Witness Signature		Witness Signature
Xxxxx Xxx		Xxxxx Xxx
Witness Name		Witness Name

page 11

SIGNED, SEALED AND DELIVERED for and on behalf of
CITIBANK, N.A., JERSEY BRANCH
by its delegated signatory:

/s/ Xxxxx Xxxxxxx		/s/ Xxxxx Xxxxxxxxxx
Witness Signature		Signature of delegated signatory
Xxxxx Xxxxxxx, Vice president		Xxxxx Xxxxxxxxxx, Senior Vice President
Witness Name		Name of delegated signatory

page 12

Original Lenders

SIGNED, SEALED AND DELIVERED by	)
	)	/s/ Xxxxx Xxxx
	)	Xxxxx Xxxx, Vice President Corporate Banking
as authorised signatory for BMO XXXXXX BANK N.A.	)
in the presence of:	)
	)
Signature of witness	)
		/s/ Xxxxxx Xxxxxx
	)
		Xxxxxx Xxxxxx, Director
Name of witness (block letters)	)
	)

page 13

SIGNED, SEALED AND DELIVERED for and on behalf of
CITIBANK, N.A., SYDNEY BRANCH
(ABN 34 072 814 058) by its authorised signatories:

/s/ Xxx Xxxx		/s/ Xxxxx Xxxx
Signature of Authorised Signatory		Signature of Authorised Signatory
Xxx Xxxx		Xxxxx Xxxx
Name of Authorised Signatory		Name of Authorised Signatory
/s/ Xxxxx Xxx		/s/ Xxxxx Xxx
Witness Signature		Witness Signature
Xxxxx Xxx		Xxxxx Xxx
Witness Name		Witness Name

page 14

SIGNED, SEALED AND DELIVERED for
and on behalf of
The Bank of Nova Scotia, Australia Branch

/s/ Xxxxxx Xxxx		/s/ Xxx Xxxxxxxx
Witness Signature		Attorney / Authorised Signatory
Xxxxxx Xxxx		Xxx Xxxxxxxx
Witness Name		Name

page 15

SIGNED, SEALED AND DELIVERED for and on
behalf of National Bank of Canada by its authorised
signatories:

/s/ Xxxxx Xxxxxxx		/s/ Xxxxx Xxxxxx
Authorised Signatory		Authorised Signatory
Xxxxx Xxxxxxx		Xxxxx Xxxxxx
Name		Name
/s/ Xxxxxx Xxxx		/s/ Xxxxxx Xxxx
Witness Signature		Witness Signature
Xxxxxx Xxxx		Xxxxxx Xxxx
Witness Name		Witness Name

page 16

The Borrower

SIGNED, SEALED AND DELIVERED	)
by Metals Acquisition Corp.	)
(Australia) Pty Ltd (ACN 657 799 758)	)
in accordance with section 127(1) of	)
the Corporations Act 2001 (Cth) by	)
authority of its directors:	)
	)
/s/ Xxxxxxx Xxxxx XxXxxxxx	)	/s/ Xxxxxxxxx X Xxxxxx
	)
Signature of director	)	Signature of director/company secretary*
	)	*delete whichever is not applicable
Xxxxxxx Xxxxx XxXxxxxx	)
Name of director (block letters)	)	Xxxxxxxxx X Xxxxxx
	)	Name of director/company secretary*
	)	(block letters)
	)	*delete whichever is not applicable

page 17

The Original Guarantors/the Company

SIGNED, SEALED AND	)
DELIVERED by Metals	)
Acquisition Limited in the presence	)	Seal
of:	)
	)
	)
/s/ Xxxxxxxx Xxxxxx	)	/s/ Xxxxxxx Xxxxx XxXxxxxx
Signature of witness	)	Signature of authorised signatory
	)
	)
Xxxxxxxx Xxxxxx	)	Xxxxxxx Xxxxx XxXxxxxx
Name of witness (Block Letters)	)	Name of authorised signatory (Block Letters)
SIGNED, SEALED AND	)
DELIVERED by Metals	)
Acquisition Corp in the presence of:	)	Seal
	)
	)
/s/ Xxxxxxxx Xxxxxx	)
Signature of witness	)	/s/ Xxxxxxx Xxxxx XxXxxxxx
	)	Signature of authorised signatory
	)
Xxxxxxxx Xxxxxx	)
Name of witness (Block Letters)	)	Xxxxxxx Xxxxx XxXxxxxx
	)	Name of authorised signatory (Block Letters)

page 18