MTAL Metals Acquisition Limited

 

As filed with the Securities and Exchange Commission on August 9, 2024

 

Registration No. 333-276216

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 4 TO

FORM F-1

ON

FORM F-3

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

METALS ACQUISITION LIMITED

(Exact name of Registrant as specified in its charter)

 

 

Not Applicable

(Translation of Registrant’s name into English)

 

 

Jersey, Channel Islands (State or Other Jurisdiction of Incorporation or Organization)

Not Applicable (I.R.S. Employer Identification Number)

 

Michael James McMullen

3rd Floor, 44 Esplanade,

St. Helier, Jersey, JE4 9WG

+44 1534 514 000

(Address and telephone number of Registrant’s principal executive offices)

 

 

Puglisi & Associates

850 Library Ave., Suite 204

Newark, Delaware 19711

(302) 738-6680

(Name, address and telephone number of agent for service)

 

 

Copies to:

 

Ryan J. Dzierniejko

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, NY 10001

(212) 735-3000

 

Approximate date of commencement of proposed sale of the securities to the public: From time to time after the effectiveness of this registration statement.

 

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (as amended, the “Securities Act”), check the following box. x

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. x

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

 

Emerging growth company x

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ¨

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

 

 

EXPLANATORY NOTE

 

This Post-Effective Amendment No. 4 (“Post-Effective Amendment No. 4”) to Form F-1 on Form F-3 amends the Registration Statement on Form F-1 of Metals Acquisition Limited (Registration No. 333-276216), as amended prior to the date hereto (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission on April 16, 2024. This Post-Effective Amendment No. 4 is being filed pursuant to Rule 462(d) of the Securities Act of 1933, as amended, for the purpose of (i) filing revised Exhibits 5.1, 23.1, 23.2 and 23.3 to the Registration Statement, and (ii) removing the previously filed Exhibits 5.2 and 23.4.

 

Exhibit 5.1 is being refiled to reflect the current composition of the securities offered for resale under the Registration Statement, such amount consisting of 55,640,065 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), issued or issuable to certain Selling Securityholders. In connection with the redemption by the Company on June 6, 2024, of the Public Warrants and Private Warrants in accordance with their terms (the “Redemption”), the Company (1) terminated the primary offering of 8,838,260 Ordinary Shares issuable upon exercise of the 8,838,260 Public Warrants that was reflected in the amended Form F-1 filed January 9, 2024 (the “Prior Form F-1”) and (2) terminated the secondary offering of the 6,535,304 Private Warrants that was reflected in the Prior Form F-1 (the secondary offering of up to 6,535,304 Ordinary Shares issued upon the exercise of the Private Warrants was retained pursuant to existing contractual obligations for the benefit of holders of Private Warrants who exercised their warrants ahead of the Redemption). The 3,187,500 Financing Warrants remain outstanding and the Registration Statement continues to cover the secondary offering of the 3,187,500 Ordinary Shares issuable upon the exercise of the Financing Warrants. Since the Registration Statement no longer covers the resale of any Private Warrants, Exhibits 5.2 and 23.4 have been removed. The Registration Statement is hereby amended to reflect the replacement and removal of such exhibits.

 

 

Item 8. Exhibits

 

EXHIBIT  NUMBER		DESCRIPTION
2.1#		Share Sale Agreement, dated as of March 17, 2022, by and among Glencore Operations Australia Pty Limited, Metals Acquisition Corp. (Australia) Pty Ltd and Metals Acquisition Corp.
2.3		Deed of Consent and Covenant, dated as of November 22, 2022, by and among Glencore Operations Australia Pty Limited, Metals Acquisition Corp. (Australia) Pty Ltd, Metals Acquisition Corp and Metals Acquisition Limited.
2.4		CMPL Share Sale Agreement Side Letter dated as of April 21, 2023, by and among Glencore Operations Australia Pty Limited, Metals Acquisition Corp. (Australia) Pty Ltd, Metals Acquisition Corp and Metals Acquisition Limited.
2.5		CMPL Share Sale Agreement Side Letter dated as of May 31, 2023, by and among Glencore Operations Australia Pty Limited, Metals Acquisition Corp. (Australia) Pty Ltd, Metals Acquisition Corp and Metals Acquisition Limited.
2.6		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.
2.7		The Merger Agreement and Plan of Merger, dated May 22, 2023.
3.1		Amended and Restated Memorandum and Articles of Association.
4.1		Warrant Agreement, dated as of July 28, 2021, by and between MAC and Continental Stock Transfer & Trust Company.
4.2		Specimen Warrant Certificate of the Company.
5.1*		Opinion of Ogier (Jersey) LLP.
10.1		Form of Subscription Agreement, dated as of April 14, 2023.
10.2		Syndicated Facilities Agreement, dated as of February 28, 2023, by and between Metals Acquisition Corp. (Australia) Pty Ltd, Citibank N.A., Sydney Branch, Bank of Montreal, Harris Bank N.A., The Bank of Nova Scotia, Australian Branch and National Bank of Canada, with Citisecurities Limited.
10.3		First Amendment to the Syndicated Facilities Agreement, dated as of June 9, 2023, by and between Metals Acquisition Corp. (Australia) Pty Ltd, Citibank N.A., Sydney Branch, Bank of Montreal, Harris Bank N.A., The Bank of Nova Scotia, Australian Branch and National Bank of Canada, with Citisecurities Limited.
10.4		Mezzanine Debt Facility Loan Note Subscription Agreement, dated as of March 10, 2023, between Metals Acquisition Corp. (Australia) Pty Ltd, Metals Acquisition Corp, Metals Acquisition Limited, Sprott Private Resource Lending II (Collector-2), LP and Sprott Resource Lending Corp.
10.5		Deed of Amendment to the Mezzanine Debt Facility Loan Note Subscription Agreement, dated as of June 8, 2023, between Metals Acquisition Corp. (Australia) Pty Ltd, Metals Acquisition Corp, Metals Acquisition Limited, Sprott Private Resource Lending II (Collector-2), LP and Sprott Resource Lending Corp.
10.6		Subscription Agreement, dated as of March 10, 2023, by and between Metals Acquisition Limited, Metals Acquisition Corp, Sprott Private Resource Lending II (Collector), LP and Sprott Private Resource Lending II (Collector-2), LP.
10.7		Sponsor Letter Agreement, dated as of July 28, 2021, by and among Sponsor, MAC and initial shareholders of MAC.
10.8		Silver Purchase Agreement, dated as of March 20, 2023, by and between Metals Acquisition Corp. (Australia) Pty Ltd, Metals Acquisition Corp, Metals Acquisition Limited, and Osisko Bermuda Limited.
10.9		Amended and Restated Silver Purchase Agreement, dated as of June 9, 2023, by and between by and between Metals Acquisition Corp. (Australia) Pty Ltd, Metals Acquisition Corp, Metals Acquisition Limited, and Osisko Bermuda Limited.
10.10		Silver Stream Subscription Agreement, dated as of March 20, 2023, by and between Metals Acquisition Limited, Metals Acquisition Corp, and Osisko Bermuda Limited.

 

 

EXHIBIT  NUMBER		DESCRIPTION
10.11		Copper Purchase Agreement, dated as of March 20, 2023, by and between Metals Acquisition Corp. (Australia) Pty Ltd, Metals Acquisition Corp, Metals Acquisition Limited, and Osisko Bermuda Limited.
10.12		Amended and Restated Copper Purchase Agreement, dated as of June 9, 2023, by and between Metals Acquisition Corp. (Australia) Pty Ltd, Metals Acquisition Corp, Metals Acquisition Limited, and Osisko Bermuda Limited.
10.13		Copper Stream Subscription Agreement, dated as of March 20, 2023, by and between Metals Acquisition Limited, Metals Acquisition Corp, and Osisko Bermuda Limited.
10.14		Registration Rights Agreement, dated June 15, 2023.
10.15		Offtake Agreement dated June 12, 2023.
10.16		Royalty Deed dated June 16, 2023.
10.17		Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and Metals Acquisition Corp.
10.18		Promissory Note, dated as of March 16, 2021, issued to an affiliate of Metals Acquisition Corp.
10.19		Securities Subscription Agreement, dated as of March 16, 2021, by and between Metals Acquisition Corp and the affiliates of the Sponsor.
10.20		Director Nomination Side Letter, dated June 12, 2023.
10.21†		Metals Acquisition Limited 2023 Long-Term Incentive Plan as of June 15, 2023.
10.22†		Metals Acquisition Limited 2023 Employee Stock Purchase Plan as of June 15, 2023.
10.23†		Metals Acquisition 2023 Non-Employee Directors Deferred Unit Plan as of June 15, 2023.
10.24		Form of Indemnification Agreement, dated as of July 28, 2021, between Metals Acquisition Corp and each of its officers and directors.
10.25		Warrant Agreement, dated as of June 6, 2023, by and between Metals Acquisition Limited and Continental Stock Transfer & Trust Company.
10.26		Form of Subscription Agreement, dated as of October 11, 2023.
10.27		Amendment No. 1 to the Warrant Agreement, dated July 1, 2024 by and among the Company, Continental Stock Transfer & Trust Company, and Computershare Inc. and its affiliate Computershare Trust Company, N.A., as warrant agent.
21.1		List of subsidiaries of the Company.
23.1*		Consent of Ernst & Young LLP.
23.2*		Consent of Deloitte Touche Tohmatsu.
23.3*		Consent of Ogier (Jersey) LLP (included as part of Exhibit 5.1).
23.4		Consent of Behre Dolbear Australia Pty Ltd.
23.5		Consent of Cube Consulting Pty Ltd.
23.6		Consent of Jan Coetzee.
24.1		Power of Attorney (included on signature page).
96.1		Technical Report Summary - CSA Copper Mine - New South Wales - Australia, effective as of April 22, 2024, by Behre Dolbear Australia Minerals Industry Consultants and other qualified persons.
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
107		Calculation of Filing Fee Tables.

 

*	Filed herewith
†	Indicates a management contract or any compensatory plan, contract or arrangement.

 

#            Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K on the basis that the Company customarily and actually treats that information as private or confidential and the omitted information is not material.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Perth, Australia, on August 9, 2024.

 

	METALS ACQUISITION LIMITED
	By:	/s/ Michael James McMullen
		Name: Michael James McMullen
		Title: Chief Executive Officer

 

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated

  

NAME		POSITION		DATE
/s/ Michael James McMullen		Chief Executive Officer and Director		August 9, 2024
Michael James McMullen		(Principal Executive Officer)
/s/ Morné Engelbrecht		Chief Financial Officer		August 9, 2024
Morné Engelbrecht		(Principal Financial and Accounting Officer)
*		Chair of the Board of Directors		August 9, 2024
Patrice E. Merrin
*		Director		August  9, 2024
Rasmus Kristoffer Gerdeman
/s/ Leanne Heywood		Director		August 9, 2024
Leanne Heywood
*		Director		August 9, 2024
Charles D. McConnell
/s/ Mohit Rungta		Director		August 9, 2024
Mohit Rungta
/s/ Anne Templeman-Jones		Director		August 9, 2024
Anne Templeman-Jones
*		Director		August 9, 2024
Graham van’t Hoff

 

* By:	/s/ Michael James McMullen
	Michael James McMullen
	Attorney-in-Fact

 

 

AUTHORIZED REPRESENTATIVE

 

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Metals Acquisition Limited, has signed this registration statement in the City of Newark, State of Delaware, on August 9, 2024.

 

	By:	/s/ Donald J. Puglisi
		Name:	Donald J. Puglisi
		Title:	Authorized Representative

 

 

Exhibit 5.1

 

 

 

Metals Acquisition Limited	D: +44 1534 504239
3rd Floor	E: raulin.amy@ogier.com
44 Esplanade
St. Helier	Ref:  RAA/JKG/505768.00002
JE4 9WG
	9 August 2024

 

Metals Acquisition Limited (the Company) - Registration of Shares under the US Securities Act of 1933, as amended (the Securities Act)

 

1

Background

 

1.1

In connection with the Company's Post-Effective Amendment No. 4 (Post Effective Amendment No. 4) to the Registration Statement on Form F-1 (File No. 333-276216), including all its exhibits and any amendments or supplements thereto (the New Registration Statement), filed by the Company on or around the date hereof with the United States Securities and Exchange Commission (the SEC) pursuant to the United States Securities Act of 1933, as amended (the Securities Act), you have asked us to furnish our opinion as to the legality of the securities being registered under the New Registration Statement and Prior Registration Statements (as defined below).

 

1.2

The New Registration Statement relates to the registration by the Company under the Securities Act of the offer and resale, from time to time, by certain Selling Securityholders (as defined in the New Registration Statement), or their pledgees, donees, transferees, or other successors in interest, of up to an aggregate of 55,640,065 ordinary shares with a par value of US$0.0001 in the capital of the Company.

 

1.3

Pursuant to the:

 

(a)

Form F-1 (File No. 333-273088), which was declared effective by the U.S. Securities and Exchange Commission (the SEC) on 22 August 2023, and

 

(b)

Form F-1 (File No. 333-276216), which was declared effective by the SEC on 18 January 2024,

 

together the Prior Registration Statements (and together with the New Registration Statement, the Registration Statements), the resale of up to 55,640,065 ordinary shares with a par value of US$0.0001 in the capital of the Company (the Shares) was registered.

 

Ogier (Jersey) LLP 44 Esplanade St Helier Jersey JE4 9WG T +44 1534 514000 F +44 1534 514444 ogier.com

Partners Raulin Amy James Angus James Campbell Alexander Curry Richard Daggett Simon Dinning Katrina Edge Damian Evans James Fox

Josephine Howe Jonathan Hughes Niamh Lalor Kate McCaffrey Edward Mackereth Bruce MacNeil Katharine Marshall Matt McManus Rebecca McNulty

Steven Meiklejohn Oliver Passmore Nathan Powell Sophie Reguengo Oliver Richardson Bruce Scott Henry Wickham Nicholas Williams

 

Registered as a limited liability partnership in Jersey. Registered number 99.

 

 

1.4

In this opinion, non-assessable" means, in relation to a Share, that the consideration for which the Company agreed to issue that Share has been paid in full to the Company, so that no further sum is payable to the Company by any holder of that Share in respect of the purchase price of that Share.

 

2

Documents examined

 

2.1

For the purposes of giving this opinion, we have examined and relied upon such documents as we deem appropriate, including the following documents:

 

(a)

the Registration Statements;

 

(b)

the Company’s memorandum and articles of association in force as at the date hereof (the M&A);

 

(c)

a copy of the written resolutions of the sole director of the Company dated 10 March 2023 and copies of the further written resolutions of all of the directors of the Company dated 8 June 2023, 19 September 2023, 5 December 2023 and 29 June 2024 respectively (together, the Board Resolutions);

 

(d)

the Company’s certificate of incorporation;

 

(e)

a notice of merger dated 14 June 2023 in connection with the merger between the Company (as Jersey body) and Metals Acquisition Corp (as overseas body previously registered in Cayman Islands with registration number 372802), with the Company continuing as the surviving company;

 

(f)

a consent to issue shares dated 29 July 2022 issued to the Company by the Jersey Financial Services Commission (the JFSC) under the Control of Borrowing (Jersey) Order 1958, as amended (the Share COBO Consent);

 

(g)

a consent to issue warrants dated 5 June 2023 issued to the Company by the JFSC under the COBO (together with the Share COBO Consent, the COBO Consents);

 

(h)

a New York law governed private placement warrants purchase agreement dated 28 July 2021 (the Warrant Agreement);

 

(i)

the register of members of the Company; and

 

(j)

the New York law governed subscription agreements as listed in Schedule 1 (the Subscription Agreements and together with the Warrant Agreement, the Agreements).

 

2.2

For the purposes of this opinion, we have, with the Company's consent, relied upon certificates and other assurances of directors and other officers of the Company as to matters of fact, without having independently verified such factual matters.

 

3

Assumptions

 

In giving this opinion we have relied upon the assumptions set out below without having carried out any independent investigation or verification in respect of such assumptions:

 

(a)

the authenticity, accuracy, completeness and conformity to original documents of all copy documents and certificates of officers of the Company examined by us;

 

 

(b)

that the signatures on all documents examined by us are the genuine signatures of persons authorised to execute or certify such documents;

 

(c)

each Agreement has been duly authorised and was executed and unconditionally delivered by or on behalf of all parties to it in accordance with all applicable laws.

 

(d)

that the Company received in full the consideration for which the Company agreed to issue the Shares (at the relevant times);

 

(e)

that words and phrases used in the Registration Statements have the same meaning and effect as they would if the Registration Statements were governed by Jersey law;

 

(f)

that no other event occurs after the date hereof which would affect the opinions herein stated;

 

(g)

that there is no provision of the law or regulation of any jurisdiction other than Jersey which would have any adverse implication in relation to the opinion expressed hereunder;

 

(h)

there has been no amendment to the COBO Consent;

 

(i)

the meetings of the directors of the Company in which the Warrant Agreement and the issuance of the shares referred to in the respective Subscription Agreements were approved, was properly convened and held in accordance with the Company's articles of association, a quorum was present throughout such meeting and the relevant board minutes or resolutions (as appropriate) provide a true record of the proceedings described therein;

 

(j)

the Company has taken all corporate or other actions and obtained all necessary agreements or consents required to execute and deliver, exercise their rights and perform their obligations under the Agreements; and

 

(k)

none of the opinions expressed in this opinion will be adversely affected by the laws or public policies of any jurisdiction other than Jersey. In particular, but without limitation, there are no provisions of the laws of any jurisdiction other than Jersey, or any judgments, orders or judicial decision in any jurisdiction other than Jersey, have been contravened by the execution or delivery of each Agreement or by any party to the Agreements exercising its rights or performing its obligations thereunder.

 

4

Opinion

 

As a matter of Jersey law, and on the basis of and subject to the foregoing assumptions and the qualifications below, we are of the following opinion:

 

(a)

the Company has been duly incorporated and is validly existing under the laws of Jersey; and

 

 

(b)

all issued Shares have been validly issued, are fully paid and are non-assessable.

 

5

Qualifications

 

This Opinion is subject to the following qualifications.

 

5.1

In this opinion, the term enforceable means that the relevant obligations are of a type which the Jersey courts will enforce, but it does not mean that those obligations will necessarily be enforced in all circumstances or in accordance with their terms. In particular, but without limitation:

 

(a)

enforcement may be limited by dissolution, bankruptcy, liquidation, reorganisation, insolvency or other laws of general application relating to, or affecting the rights of, creditors;

 

(b)

enforcement may be limited by general principles of equity and, in particular, equitable remedies such as specific performance and injunction are discretionary and may not be available where damages are considered to be an adequate remedy;

 

(c)

claims may be barred under the laws relating to the prescription and limitation of actions or may be subject to the general doctrine of estoppel in relation to representations, acts or omissions of any relevant party or may become subject to the defence of set-off or counterclaim;

 

(d)

the Jersey courts will not enforce provisions of the Agreements to the extent that they may be illegal or contrary to public policy in Jersey or purport to exclude the jurisdiction of the Jersey courts or, if obligations are to be performed in a jurisdiction outside Jersey, to the extent that such performance would be illegal or contrary to public policy under the laws of that jurisdiction;

 

(e)

the Jersey courts may not enforce provisions of the Agreements to the extent that the transactions contemplated thereunder conflict with or breach economic or other sanctions imposed in respect of certain states or jurisdictions by any treaty, law, order or regulation applicable to Jersey;

 

(f)

the enforcement of the obligations of the parties to the Agreements may be limited by the provisions of Jersey law applicable to documents being held to have been frustrated by events happening after their execution;

 

(g)

the effectiveness of any provisions in the Agreements exculpating any party from a liability or duty otherwise owed may be limited by law;

 

(h)

any provisions of the Agreements purporting to provide for a payment to be made in the event of breach of the Agreements would not be enforceable to the extent that the Jersey courts were to construe such payment to be a penalty which was excessive, in that it unreasonably exceeds the maximum damages which an obligee could have suffered as a result of the breach of an obligation;

 

 

(i)

any provisions of an Agreement purporting to fetter any statutory power of a Jersey company may not be enforceable;

 

(j)

the Jersey courts may refuse to give effect to any provisions in an agreement for the payment of the costs of enforcement (actual or contemplated) or of unsuccessful litigation brought before the Jersey courts or where the Jersey courts have themselves made an order for costs;

 

(k)

the Jersey courts may refuse to give effect to any provisions in an agreement which would involve the enforcement of any foreign revenue or penal laws;

 

(l)

the Jersey courts may refuse to allow unjust enrichment or to give effect to any provisions of an agreement (including provisions relating to contractual interest on a judgment debt) that it considers usurious; and

 

(m)

enforcement of any obligations may be invalidated or vitiated by reason of fraud, duress, misrepresentation or undue influence.

 

5.2

The obligations of the Company under, or in respect of, the Shares will be subject to any law from time to time in force relating to bankruptcy, insolvency, liquidation, reorganisation or administration or any other law or legal procedure affecting generally the enforcement of creditors' rights.

 

5.3

The Jersey courts may potentially set aside a transaction in circumstances where it is shown that a counterparty had actual or constructive notice that the directors of the Company had breached their fiduciary duties, such as their duty to act in the best interests of the Company or their duty to exercise their powers for proper purposes.

 

5.4

The question of whether or not any provision of a Agreement which may be invalid on account of illegality may be severed from the other provisions thereof would be determined by the Jersey courts in their discretion.

 

5.5

Where there is no treaty between Jersey and a particular jurisdiction (such as New York) providing for the reciprocal recognition and enforcement of judgments (as opposed to arbitration awards) in civil and commercial matters, a final judgment for payment rendered by a court in that jurisdiction (the Foreign Court) based on civil liability would not automatically be recognised or enforceable in Jersey. In order to enforce any such judgment in Jersey, proceedings must be initiated before a court of competent jurisdiction in Jersey; the Jersey court would not generally re-hear the case on its merits save in accordance with the principles of private international law as applied by Jersey law (which are broadly similar to the principles accepted under English common law).

 

Recognition and enforcement of such a judgment by a Jersey court would be conditional upon (among other things) the following:

 

(a)

the Foreign Court having had jurisdiction over the original proceedings in accordance with the principles of private international law as applied by Jersey law;

 

 

(b)

the judgment of the Foreign Court not contravening Jersey public policy;

 

(c)

the judgment of the Foreign Court being final and conclusive on the merits and being for a definite sum of money (not being a sum payable in respect of taxes or other charges of a like nature or in respect of a fine or other penalty), although there are circumstances where non money judgments can also be enforced;

 

(d)

the judgment of the Foreign Court not having been arrived at by doubling, trebling or otherwise multiplying a sum assessed as compensation for the loss or damages sustained and not being otherwise in breach of Section 5 of the United Kingdom Protection of Trading Interests Act 1980 (as extended to Jersey by the Protection of Trading Interests Act 1980 (Jersey) Order 1983);

 

(e)

the judgment of the Foreign Court not having been obtained by fraud or in breach of Jersey principles of natural justice; and

 

(f)

there not having been a prior inconsistent decision of a Jersey court in respect of the same matter.

 

6

Governing Law, Limitations, Benefit and Disclosure

 

6.1

This Opinion shall be governed by and construed in accordance with the laws of Jersey and is limited to the matters expressly stated herein.

 

6.2

This Opinion is limited to matters of Jersey law and practice as at the date hereof and we have made no investigation and express no opinion with respect to the law or practice of any other jurisdiction.

 

6.3

We assume no obligation to advise you (or any other person who may rely on this Opinion in accordance with this paragraph), or undertake any investigations, as to any legal developments or factual matters arising after the date of the Opinion that might affect the opinion.

 

6.4

We express no view as to the commercial terms of the Registration Statements or whether such terms represent the intentions of the parties and make no comment with regard to warranties or representations that may be made by the Company.

 

6.5

We consent to the filing of a copy of this opinion as Exhibit 5.1 to the New Registration Statement and to reference to us being made in the New Registration Statement. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated by the Securities and Exchange Commission under the Securities Act.

 

Yours faithfully

 

/s/ Ogier (Jersey) LLP

 

Ogier (Jersey) LLP

 

 

Schedule 1

 

The Subscription Agreements

 

1.

A Subscription Agreement entered into on 11 October 2023 between the Company and Integrated Core Strategies (US) LLC;

 

2.

A Subscription Agreement entered into on 11 October 2023 between the Company and SailingStone Global Natural Resources Fund LP;

 

3.

A Subscription Agreement entered into on 11 October 2023 between the Company and The Trustees of the University of Pennsylvania Retiree Medical and Death Benefits Trust;

 

4.

A Subscription Agreement entered into on 11 October 2023 between the Company and SailingStone Capital Partners LLC, as investment manager on behalf of Victory Global Energy Transition Fund, a series of Victory Portfolios;

 

5.

A Subscription Agreement entered into on 11 October 2023 between the Company and BlackRock Commodity Strategies Fund – Metals and Mining Sleeve;

 

6.

A Subscription Agreement entered into on 11 October 2023 between the Company and MMF LT, LLC; and

 

7.

A Subscription Agreement entered into on 11 October 2023 between the Company and Fourth Sail Long Short LLC.

 

 

Exhibit 23.1

 

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the reference to our firm under the caption "Experts" and to the use of our report dated March 28, 2024, in Amendment No. 4 to the Registration Statement (Form F-3 No. 333-276216) and related Prospectus of Metals Acquisition Limited for the registration of 55,640,065 Ordinary Shares.

 

/s/ Ernst & Young LLP

 

Toronto, Canada

 

August 9, 2024

 

Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement No. 333-276216 on Form F- 3 of our report dated December 14, 2023, relating to the financial statements of Cobar Management Pty Limited appearing in the Annual Report on Form 20-F of Metals Acquisition Limited for the year ended December 31, 2023. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

/s/ Deloitte Touche Tohmatsu

 

Deloitte Touche Tohmatsu

 

Parramatta, Australia

 

August 9, 2024

 

 

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