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United States securities and exchange commission logo
January 19, 2023
Michael James McMullen
Chief Executive Officer
Metals Acquisition Limited
3rd Floor, 44 Esplanade, St.
St. Helier, Jersey, JE4 9WG
Re:Metals Acquisition Limited
Registration Statement on Form F-4
Filed December 23, 2022
File No. 333-269007
Dear Michael James McMullen:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-4 Filed December 23, 2022
Questions and Answers About the Business Combination
What are the material differences, if any, in the terms and price of securities issued at the time of
the IPO as compared to..., page 17
1.We note your intent to raise approximately $126 million in the PIPE Financing as well as
up to $40 million in other equity issuances and that the shares to be issued are expected to
be “substantially similar” to those issued in the IPO.  Please update your disclosures to
highlight material differences in the terms and price of securities issued at the time of the
IPO compared to the private placements contemplated at the time of the business
combination.  In this regard, we note that the IPO consisted of units that included one
ordinary share and one-third of one redeemable warrant at an offering price of $10.00 per
unit but the private placements do not contemplate the issuance of warrants.  Accordingly,

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disclose the price of the shares to be issued in connection with the private placements and
if MAC’s sponsors, directors, officers or their affiliates will participate in the PIPE
Financing.  In addition, when disclosing the percentage to be held by the PIPE Investors
throughout your filing, please clarify whether it assumes you will raise the full US$126
million in the PIPE Financing.
Q: If I hold MAC Warrants, can I exercise redemption rights with respect to my warrants?, page
22
2.Please clarify whether public shareholders that redeem their shares will be able to retain
their warrants. To the extent they will be able to retain their warrants, please quantify the
value of the warrants, based on recent trading prices, that may be retained by redeeming
stockholders assuming maximum redemptions and identify any material results risks.
Summary of the Proxy Statement/Prospectus
Organizational Structure, page 28
3.Please revise your diagram depicting the organizational structure of New MAC and its
subsidiaries immediately after the consummation of your business combination  to
disclose the ownership interests held by the initial shareholders, including sponsor, Green
Mountain Metals LLC, and MAC's directors and officers, PIPE Investors, Glencore, and
public shareholders.
Summary of Proxy Statement/prospectus
Ownership of New MAC Upon Completion of the Business Combination, page 33
4.Please revise to expand your disclosures to include also share ownership in New MAC
under the scenario 100% redemptions by public shareholders, funding the purchase
consideration and the potential impact on the business combination and related
transactions.
Interests of MAC's Directors and Officers in the Business Combination, page 39
5.We note your amended and restated memorandum and articles of association waived the
corporate opportunities doctrine. Please address this potential conflict of interest and
whether it impacted your search for an acquisition target.
Risk Factors
Risks Relating to MAC and the Business Combination
The Sponsor and MAC's directors, officers, advisors and their affiliates may elect to purchase
public shares or public warrants..., page 82
6.We note the disclosure that the Sponsor and MAC’s directors, officers, advisors or their
affiliates, may purchase public shares in privately negotiated transactions or in the open
market prior to the extraordinary meeting, although they are under no obligation to do so.
You further state that the purpose of the share purchases “could be to vote such shares in

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favor of the Business Combination.” Please provide your analysis on how such purchases
comply with Rule 14e-5.
The Business Combination Proposal
Background of the Business Combination, page 102
7.We note your disclosure that MAC had carried out due diligence on additional Glencore
assets that included the CSA Mine which you refer to as the Alternative Asset Package.
You further disclose that on November 19, 2021, you submitted a non-binding proposal
for the Alternative Asset Package and Phase 1 offer for the CSA Mine.  However, your
disclosure in this section appears to focus almost exclusively on the offer for the CSA
Mine.  Please expand your discussion to describe the evaluation of the Alternative Asset
Package.
8.You disclose that on November 19, 2021, MAC submitted an offer comprised of $900
million payable in cash on a cash-free, debt-free basis with a normalized level of working
capital.  Please revise your disclosure to summarize the basis for this offer including any
analyses that were utilized to determine this initial valuation.
9.Please expand the disclosure in this section to include a more detailed description of the
negotiations surrounding the material terms of the business combination agreement and
related transactions.  In this regard, we note your disclosure that on January 5, 2022, SPB
and MAC sent a list of key comments on the Share Sale Agreement to Glencore’s advisors
to be shared with Glencore’s Australian legal counsel, King & Wood Mallesons
(“KWM”), and on January 11, 2022, Glencore’s advisors provided written responses from
KWM to each of the issues raised.  We further note your disclosure that one of the key
work streams over the final two weeks of negotiation related to negotiations on the
Offtake Agreement, as it represented a key commercial contract for the transaction.  Your
revised disclosure should ensure that investors are able to understand how the terms of the
business combination evolved during negotiations and why MAC's board approved the
initial business combination with CMPL and determined the business combination
advisable and fair to, and in the best interests of, MAC and its shareholders. To the extent
that certain terms were deemed not subject to negotiation, please disclose this fact.
10.We note that representatives or members of management of MAC and
Glencore participated in meetings and discussions from December 2021 through
November 2022 to discuss the potential business combination.  Revise to clearly identify
the representatives or members of management who participated in the referenced
meetings and discussions.  As examples, we note your general references
to "management," "senior executives," and "representatives" of MAC and Glencore's
management teams, and to "MAC" and "Glencore."
11.You disclose on page 113 that the MAC Board considered that MAC is acquiring CMPL
at a valuation of approximately 4.8x 2022 projected EBITDA, versus a peer group
consisting of eleven other copper and base metal producers that were trading in a range of

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3.7x to 9.6x 2022 projected EBITDA, with the lower multiple peers having assets in less
favorable jurisdictions than the CSA Mine.  You also disclose the MAC Board looked at
price as a multiple of NAV in precedent transactions and believes that the proposed
acquisition sits toward the lower end of the spectrum when compared to comparable
transactions.  Please expand your disclosure to summarize the financial information
relating to the peer group and precedent transactions reviewed by the MAC Board,
including the multiples reviewed and how they were extrapolated.  Please consider
including this information in charts.  Explain how this data was applied to determine
CMPL's enterprise value.  In addition, disclose the criteria used to select the comparable
companies and comparable transactions.  We note some of this disclosure appears
provided on page 115.
12.We note your disclosure on page 121 stating that MAC retained Citi as a capital markets
advisor and financial advisor to assist with the Business Combination.  Please revise your
disclosure here to describe the role of Citi after the completion of MAC's initial public
offering.
Certain Unaudited Prospective Financial Information, page 116
13.We note your disclosure regarding the financial projections prepared by MAC's
management based on information provided by CMPL.  Expand your assumptions to
provide additional details that support the projected consistent revenue growth through the
year ended December 31, 2024, followed by a steady decline through the year ended
December 31, 2026. Quantify these assumptions as appropriate, and describe the factors
or contingencies considered that would affect the projected growth ultimately
materializing.

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Certain Agreements Related to the Business Combination, page 137
14.Please file all binding documentation, including binding term sheets and commitment
letters, for each of the following agreements:

•Syndicated facility agreement with the Senior Lenders and other parties (“SFA”) to
provide a senior syndicate loan facility to MAC-Sub;
•Mezz Facility agreement for  loan facility to be made available to MAC-Sub (the
“Mezz Facility”);
•Silver Stream Agreement;
•Redemptions Backstop Facility; and
•Subscription Agreement for Osiko equity investment.

Please also file forms of these agreements and related security agreements when available.
Certain Agreements Related to the Business Combination
Amended and Restated Registration Rights Agreement, page 142
15.We note that you will enter in an Amended and Restated Registration Rights Agreement
which will require New MAC to register the resale under the Securities Act shares of your
common stock held by the parties to the agreement.  Please revise to disclose the amount
of shares of common stock which will be subject to this registration rights agreement.
Unaudited Pro Forma Condensed Combined Financial Information
Introduction, page 163
16.We note that the unaudited pro forma condensed combined financial information have
been derived from the historical unaudited financial statements of Metals Acquisition
Corp for the six months ended June 30, 2022.  To enhance an investor’s understanding,
please revise to include the financial statements of Metals Acquisition Corp for the six
months ended June 30, 2022.
Note 2 Basis of Presentation, page 169
17.We note you disclosed on page 170 that Metals Acquisition Corp ("MAC") has considered
two redemption scenarios.  However, you presented pro forma condensed combined
financial information under a 50% redemption scenario only.  Please address the
following:
•Please revise your disclosures to include a scenario 100% redemptions by public
shareholders.
•Considering the varying outcomes under different scenarios, please expand the pro
forma financial statements to give effect to the business Combination and related
transactions under the range of possible scenarios for all periods presented.  Refer to
Rule 11-02 (a)(10).

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Note 5 Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page
172
18.We note the adjustment (l) to reflect incremental depreciation expense of $14 million and
$28 million for the six months ended June 30, 2022 and year ended December 31, 2021
respectively.  Please disclose the changes in depreciation methodology, useful life etc.,
and expand your disclosures to provide computation for these pro forma adjustments by
asset categories.
19.We note various transaction accounting adjustments in a total amount of $404 million was
credited to additional paid in capital as at June 30, 2022.  Please revise your footnote to
clearly show, in a tabular format, what individual adjustments and amounts were included
in the calculation of $404 million by including explanation for each individual amount.
20.We refer to autonomous entity adjustment (s) relating to the offtake agreement.   We also
note you disclose on page 171 that "... the Offtake Agreement represents an executory
contract that will have no accounting impact as at the date of the acquisition.  Delivery of
goods and sales earned under the Offtake Agreement will be recorded in accordance with
CMPL’s revenue recognition policies when they occur..."  Please address the following
issues:
•Provide us the supporting calculation for the $40.0 million in revenue and $10.9
million in distribution and selling expenses for the six months ended June 30, 2022
and $82.9 million in revenue and $24.2 million in distribution and selling
expenses the year ended December 31, 2021.  Considering your disclosure that the
offtake agreement will have an impact in the future only, demonstrate to us how these
adjustments are appropriate.
•We note Registrant (New MAC) was not part of CMPL before the business
combination transaction.  Tell us how Registrant (New MAC) met the conditions in
Rule 11-01(a)(7) of Regulation S-X and  how you concluded that these offtake
agreement adjustments as autonomous entity adjustments are appropriate and comply
with Rule 11-02(a)(6)(ii) of Regulation S-X.  Revise your disclosures as appropriate.
Business of CMPL, page 217
21.Please disclose the information required by Item 1304(b)(1)(i) with respect to the property
location and property maps.
22.Please disclose the information required by Item 1304(d) of Regulation S-K with respect
to your mineral resources and mineral reserves including price, cut-off grades, and
metallurgical recoveries.
23.Please disclose the point of reference used when estimating mineral resources and mineral
reserves as required by Item 1304(d)(1) of Regulation S-K, such as in situ, mill feed,
or saleable project, such that marketable materials may be determined after the application
of recovery factors, which should also be disclosed.

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24.Please revise to disclose your mineral resources exclusive of mineral reserves as required
by Item 1304(d)(2) of Regulation S-K.
25.Please disclose all information required by Item 1304(b)(2) of Regulation S-K.
26.We note your disclosure beginning on page 221 that includes a life-of-mine estimated
mining inventory.  We note your disclosure that the life-of-mine inventory includes
measured, indicated, and inferred resources, and non-classified estimates of material.
Estimates of mineral inventories are not de