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

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d) Date of ~~the~~ ~~Securities~~earliest ~~Exchange~~event ~~Act~~reported): June of5, ~~1934~~2023

Date of Report (Date of earliest event reported): June 2, 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
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. ¨

Item 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As ~~previously~~described ~~disclosed~~below byunder ~~Metals~~Item ~~Acquisition Corp~~5.07 ~~(“MAC”)~~of inthis ~~certain~~ Current ~~Reports~~Report on Form 8-K, on ~~filed~~June ~~with~~5, ~~the Securities and Exchange Commission (the “SEC”)~~2023, ~~MAC,~~ Metals Acquisition Corp (~~Australia)~~the ~~Pty Ltd, an Australian private company and wholly-owned subsidiary of MAC (~~“~~MAC-Sub~~Company”), ~~Metals~~ ~~Acquisition Limited, a private limited company newly incorporated under the laws of Jersey, Channel Islands (~~“~~MAC Limited~~Metals”~~), and~~ ~~Glencore~~or ~~Operations Australia Pty Limited (~~“~~Glencore~~we”) ~~entered~~convened an ~~into~~extraordinary ageneral ~~Share~~meeting ~~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, as further supplemented by the CMPL Share Sale Agreement Side Letter, dated May 31, 2023, and as may be further amended, supplemented, or otherwise modified from time to time, the “~~Share~~General ~~Sale Agreement~~Meeting”). ~~Pursuant~~ to ~~the terms of the Share Sale Agreement~~approve, among other things, ~~MAC-Sub will acquire from Glencore 100% of~~ the ~~issued~~previously ~~share~~announced ~~capital~~business combination of ~~Cobar Management Pty. Limited (“CMPL”), which owns and operates~~ the ~~Cornish,~~Company ~~Scottish and Australian mine in Cobar, New South Wales, Australia~~ (the “~~CSA Mine”), and consummate the transactions contemplated thereby (collectively, the “~~Business Combination”).

OnItem ~~June~~5.07. 2,Submission ~~2023,~~of ~~MAC,~~Matters ~~MAC-Sub, MAC Limited and Glencore entered into an amendment~~ to ~~the~~a ~~CMPL~~Vote ~~Share~~of ~~Sale~~Security ~~Agreement (the “Share Sale Amendment”)~~Holders.

~~The~~Set ~~Share~~forth ~~Sale~~below ~~Amendment~~are ~~provides~~the ~~for~~final ~~several amendments~~voting ~~agreed~~results ~~between~~for each of the ~~parties~~proposals submitted into ~~connection~~a ~~with~~vote of the ~~consummation~~shareholders of the ~~Business~~Company ~~Combination,~~at ~~including~~ the ~~following~~General Meeting:

· Completion Date: establish the Completion Date (as that term is defined in the Share Sale Agreement) for completion of the Business Combination as the later of (i) June 15, 2023 and (ii) the date that is eight business days after shareholder approval for consummation the Business Combination is obtained.

		Votes For		Votes Against		Abstentions
1. A proposal, as an ordinary resolution, that the entry into and execution of the Share Sale Agreement, dated as of March 17, 2022, as amended by the Deed of Consent and Covenant, dated as of November 22, 2022, and as further amended by the CMPL Share Sale Agreement Side Letter, dated as of April 21, 2023 (as may be amended, supplemented, or otherwise modified from time to time, the “Share Sale Agreement”), by and among Metals Acquisition Limited, a private limited company newly incorporated under the laws of Jersey, Channel Islands (“MAC Limited”), MAC, Metals Acquisition Corp. (Australia) Pty Ltd, an Australian private company and wholly-owned subsidiary of MAC (“MAC-Sub”), and Glencore Operations Australia Pty Limited (“Glencore”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A and Annex A-1, pursuant to which, among other things, MAC-Sub will acquire from Glencore 100% of the issued share capital of Cobar Management Pty. Limited, an Australian private company (“CMPL”) (the “Business Combination Proposal”), which owns and operates the Cornish, Scottish and Australian underground copper mine (the “CSA Mine”) near Cobar, New South Wales, Australia, and the transactions contemplated by the Share Sale Agreement (including the business combination, the “Business Combination”) be authorized, approved and confirmed in all respects;		27,538,130		455,506		1,111

· NSR Security: Adjustment to the form and timing of security to be granted to Glencore in connection with the Royalty Deed (as such term is defined in the Share Sale Agreement) to be entered into on and from the Completion Date, pursuant to which CMPL will be required, on a quarterly basis, to pay to Glencore a royalty equal to 1.5% of Net Smelter Returns (as defined in the Royalty Deed) (the “NSR”). The Share Sale Amendment provides that Glencore will receive an all assets security over CMPL beginning on and from Completion and will release and retake such security following implementation of all assets security granted to MAC’s various lenders pursuant to the Senior Facilities, Mezz Facility, Silver Stream and Copper Stream (as such terms are defined in the definitive proxy statement/prospectus filed with the SEC on May 11, 2023 in connection with the proposed Business Combination (the “Proxy Statement/Prospectus”)). Such changes to the structure and form of Glencore’s security arose in connection with intercreditor arrangements regarding the NSR between MAC and MAC’s prospective secured creditors.

· Working Capital Adjustment: clarification of the adjustment process related to copper concentrate volumes expected to remain at the CSA Mine at completion of the Business Combination in comparison to ordinary course of business levels. In addition, the Share Sale Agreement provides for minimum cash obligations in response to changes to the bank account structure which will be utilized in connection with the arrangements put in place to utilize the Senior Facilities, Mezz Facility, Silver Stream and Copper Stream.

		Votes For		Votes Against		Abstentions
2. A proposal, as a special resolution, that subject to the approval and adoption of the Business Combination Proposal, the plan of merger, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, pursuant to which, immediately prior to the Business Combination, MAC will be merged with and into MAC Limited (the “Merger”),with MAC Limited continuing as the surviving company (MAC Limited following the Merger is referred to as “New MAC”) and CMPL becoming an indirect subsidiary of New MAC following the Business Combination be authorized, approved and confirmed in all respects, that MAC be and is hereby authorized to enter into the Plan of Merger, and that MAC be authorized to merge with and into MAC Limited, with MAC Limited continuing as the surviving company, so that all the undertaking, property and liabilities of MAC vest in the surviving company by virtue of such merger pursuant to the provisions of Part XVI of the Companies Act (the “Merger Proposal”);		27,538,130		455,506		1,111

· Rehabilitation Bond Amendments: CMPL owes and maintains certain security bond liabilities to the New South Wales Government (the “State”) in respect of environmental rehabilitation obligations of the CSA Mine (or “Security Bond Liability” as such term is defined in the Share Sale Amendment). The parties have agreed that, to the extent CMPL’s Security Bond Liability increases beyond the amount applicable as at the date of the Share Sale Amendment, Glencore agrees to procure that it, or its related bodies corporate, will procure bank guarantees or securities are provided to the State on behalf of the Company at Glencore’s cost for the portion of such Security Bond Liability that exceeds the current Security Bond Liability during the period on and from completion of the Business Combination until the earlier of (i) the refinancing of MAC’s Senior Facilities (as that term is defined in the Proxy Statement/Prospectus) or the date that the Senior Facilities are repaid or cancelled in full. Glencore has also agreed to maintain its current Security Bond cover in place for an interim period post closing of the Business Combination, of up to 90 days, at which time MAC will replace the Security Bond (to the extent it doesn’t exceed current Security Bond Liability). If MAC is unable to replace the Security Bond within the interim period a re-balancing regime has been agreed to reflect the commercial positions outlined in this paragraph (namely, that MAC will meet the obligations and responsibility for the current Security Bond Liability).

	Votes For	Votes Against	Abstentions
3. Assuming the Business Combination Proposal and the Merger Proposal are approved, to consider and vote upon three separate proposals (collectively, the “Governing Documents Proposals”) to approve, by ordinary resolution, material differences between the amended and restated memorandum of association of New MAC to be in effect following the Business Combination, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (together, the “Proposed Governing Documents”), and the existing amended and restated memorandum and articles of association of MAC (together, the “Existing Governing Documents”):

3(a). Method to appoint and elect directors;	26,248,519	455,506	1,290,722

3(b). Advance notice procedural requirements for shareholders;	26,248,519	455,506	1,290,722

3(c). Other changes in connection with the adoption of the Proposed Governing Documents;	26,248,519	455,506	1,290,722

·Based ~~WHS~~upon ~~Claims:~~the ~~provides~~submission ~~for~~of ~~MAC~~proxies and ~~Glencore~~ballots, ~~obligations~~and tothose ~~share~~members attending ~~information~~the inmeeting, ~~connection~~the ~~with,~~holders ~~and~~of ~~negotiate~~a inmajority ~~good~~of ~~faith~~the ~~regarding~~shares ~~CMPL’s~~of ~~response~~Metals ~~to,~~ordinary ~~certain~~shares ~~workplace~~issued ~~health~~and outstanding and ~~safety~~entitled ~~claims~~to ~~pending~~vote ~~against~~at the ~~CMPL~~close ~~and~~of ~~Glencore~~business ~~personnel~~on ~~employed~~the record date were present at the ~~CSA~~General ~~Mine.~~Meeting ~~MAC~~by proxy or by attendance via the virtual meeting website and ~~MAC-Sub~~in ~~agree~~person, ~~that~~which noconstituted ~~former~~a ~~personnel~~quorum. orProposal ~~representative~~1 ofwas ~~CMPL~~approved ~~will~~by ~~bear~~the ~~any~~required ~~liability~~vote. toProposal ~~CMPL~~2 inwas ~~connection~~approved ~~with~~by ~~such~~the ~~workplace~~required ~~health~~vote. Proposal ~~and~~3(a) ~~safety~~was ~~claims~~approved ~~arising~~by ~~prior~~the torequired ~~completion~~vote. ofProposal 3(b) was approved by the ~~Business~~required ~~Combination~~vote. Proposal 3(c) was approved by the required vote.

~~The~~Item foregoing description of the Share Sale Amendment and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the actual agreement, a copy of which is filed with this Current Report on Form 8~~-K as Exhibit 2~~.1,01. ~~and~~Other ~~the terms of which are incorporated herein by reference~~Events.

In connection with the shareholder vote at the General Meeting, Metals’ public shareholders had the right to elect to redeem all or a portion of their Class A ordinary shares for a per share price calculated in accordance with Metals’ memorandum and articles of association. Metals’ public shareholders holding 23,513,685 Class A ordinary shares validly elected to redeem their public shares upon consummation of the Closing of the Business Combination.

On June 5, 2023, Metals issued a press release announcing the results of the General Meeting. A copy of the press release is attached as Exhibit 99.1.

The Closing is expected to occur on or about June 15, 2023, subject to the satisfaction or waiver of the conditions with respect to the Business Combination.

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.

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, as supplemented by the CMPL Share Sale Agreement Side Letter, dated as of April 21, 2023, as further supplemented by the CMPL Share Sale Agreement Side Letter, dated May 31, 2023 and as further supplemented by the CMPL Share Sale Agreement Side Letter, dated June 1 2, 2023 (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 statement/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 definitive proxy statement/prospectus MAC filed 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 9.01 Financial Statements and Exhibits.~~3

~~(d)~~Item 9.01. Financial Statements and Exhibits:

Exhibit		Description
Exhibit No.		Description
2.1		CMPL Share Sale Agreement – Side Letter, dated as of June 2, 2023, by and among Glencore Operations Australia Pty Limited, Metals Acquisition Corp. (Australia) Pty Ltd, Metals Acquisition Corp and Metals Acquisition Limited.
99.1		Press Release dated June 5, 2023.
104		Cover ~~Page~~page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

	Metals Acquisition Corp
Date: June 2, 2023	By:	/s/ Michael James McMullen
Dated: June 5, 2023	/s/ Michael James McMullen
	Name: Michael James McMullen	~~Name: Michael James McMullen~~
	Title: Chief Executive Officer	~~Title: Chief Executive Officer~~

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