Correspondence 0001104659-24-095815 from Metals Acquisition Ltd (MTAL) (CIK 0001950246)
Metals Acquisition Ltd (MTAL) (CIK 0001950246)
Date: Aug. 30, 2024 · CIK: 0001950246 · Accession: 0001104659-24-095815
AI Filing Summary & Sentiment
File numbers found in text: 001-41722
Referenced dates: August 16, 2024, August 6, 2024
Letter
Skadden, Arps, Slate, Meagher & Flom llp
One Manhattan West
New York, NY 10001
________
TEL: (212) 735-3000
FAX: (212) 735-2000
www.skadden.com
FIRM/AFFILIATE
OFFICES
-----------
BOSTON
CHICAGO
HOUSTON
LOS ANGELES
PALO ALTO
WASHINGTON, D.C.
WILMINGTON
-----------
BEIJING
BRUSSELS
FRANKFURT
HONG KONG
LONDON
MUNICH
PARIS
SÃO PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO
August 30, 2024
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-3561
Attn: John Coleman
Craig Arakawa
Re: Metals Acquisition Ltd
Form 20-F for the Fiscal Year Ended December 31, 2023
Filed March 28, 2024
File No. 001-41722
On behalf of our client, Metals Acquisition Ltd, a private limited company incorporated under the laws of Jersey, Channel Islands (the “Company”), we hereby provide responses to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated August 16, 2024 (the “Comment Letter”) with respect to the above-referenced Form 20-F of the Company for the Fiscal Year Ended December 31, 2023, filed with the Commission on March 28, 2024 (the “2023 Form 20-F”).
The headings and paragraph numbers in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in bold and italics below. All references to page numbers and captions (other than those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in the 2023 Form 20-F.
Securities and Exchange Commission
August 30, 2024
Page 2
Form 20-F for the Fiscal Year Ended December 31, 2023 Filed March 28, 2024
Item 4. Information on the Company, page 38
1. Based on the information provided in response to comment 1 we note that the total mineral resources have increased from 3.5 million tonnes at 5.6% copper at December 31, 2022 to 7.8 million tonnes at 5.2% copper at December 31, 2023, and the total mineral reserves, reported exclusive of mineral resources, have increased from 7.9 million tonnes at 4% copper at December 31, 2022 to 14.6 million tonnes at 3.2% copper at December 31, 2023.
The increase in mineral resources and mineral reserves represents a material change in the quantities of mineral resources and reserves at December 31,2023 as compared to December 31, 2022. Therefore please file an amended Form 20-F for the fiscal year ended December 31, 2023 that includes these changes, along with the information that you have included in response to prior comments 1 to 3 and a reconciliation comparing your resources and reserves as of the two fiscal year ends presented and a related discussion which addresses each instruction as required by Item 1304(e) of Regulation S-K.
Additionally a registrant must file a technical report summary as an exhibit to a Commission filing when there is a material change in the mineral reserves or mineral resources from the last technical report summary, as required by Item 1302(b)(2)(i) of Regulation S-K. Please file a revised technical report summary. The filing of the updated technical report summary should be accompanied with the disclosure required by Item 1304(f)(1) of Regulation S-K in the individual property section of your Form 20-F.
The Company respectfully acknowledges the Staff’s comment. The Company intends to comply with this comment by filing an amendment to the 2023 Form 20-F (the “Amendment”) with the revisions set out in the attached Appendix A, which include (i) a report of the Company’s mineral resources and mineral reserves as at December 31, 2023, (ii) a reconciliation comparing the Company’s resources and reserves as of the two fiscal year ends presented and a related discussion which addresses each instruction as required by Item 1304(e) of Regulation S-K and (iii) the information included in the Company’s response to the Commission by letter dated August 6, 2024 to the Commission’s prior comment 3 (the information in comments 1 and 2 being addressed by (i) and (ii)).
The Company will also file an updated technical report summary (the “Technical Report”) as an exhibit to the Amendment, which has an effective date of August 31, 2023. The Technical Report was previously furnished on a Form 6-K to the Commission on April 26, 2024. The report of the Company’s mineral resources and mineral reserves as of December 31, 2023 included in Appendix A is calculated from the Technical Report, less immaterial depletion through the end of fiscal 2023. The material assumptions and information pertaining to the disclosure of the Company’s mineral resources and mineral reserves in Appendix A as required by Item 1304(f)(1) of Regulation S-K are contained in the Technical Report and remain current as of December 31, 2023.
* * * * *
Securities and Exchange Commission
August 30, 2024
Page 3
Please contact me at (212) 735-3712 or ryan.dzierniejko@skadden.com if the Staff has any questions or requires additional information.
Very truly yours,
/s/ Ryan J. Dzierniejko
Show Raw Text
CORRESP
1
filename1.htm
Skadden,
Arps, Slate, Meagher & Flom llp
One
Manhattan West
New
York, NY 10001
________
TEL: (212)
735-3000
FAX: (212)
735-2000
www.skadden.com
FIRM/AFFILIATE
OFFICES
-----------
BOSTON
CHICAGO
HOUSTON
LOS
ANGELES
PALO
ALTO
WASHINGTON,
D.C.
WILMINGTON
-----------
BEIJING
BRUSSELS
FRANKFURT
HONG
KONG
LONDON
MUNICH
PARIS
SÃO
PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO
August 30, 2024
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-3561
Attn:
John Coleman
Craig Arakawa
Re: Metals Acquisition
Ltd
Form 20-F for the Fiscal Year Ended December
31, 2023
Filed March 28, 2024
File No. 001-41722
On behalf of our client, Metals Acquisition Ltd,
a private limited company incorporated under the laws of Jersey, Channel Islands (the “Company”), we hereby provide
responses to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
by letter dated August 16, 2024 (the “Comment Letter”) with respect to the above-referenced Form 20-F of the Company
for the Fiscal Year Ended December 31, 2023, filed with the Commission on March 28, 2024 (the “2023 Form 20-F”).
The headings and paragraph numbers in this letter
correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s
comments in bold and italics below. All references to page numbers and captions (other than those in the Staff’s comments and unless
otherwise stated) correspond to the page numbers and captions in the 2023 Form 20-F.
Securities and Exchange Commission
August 30, 2024
Page 2
Form 20-F for the Fiscal Year Ended December 31, 2023 Filed
March 28, 2024
Item 4. Information on the Company, page 38
1. Based on the information provided in response to comment 1 we note that the total
mineral resources have increased from 3.5 million tonnes at 5.6% copper at December 31, 2022
to 7.8 million tonnes at 5.2% copper at December 31, 2023, and the total mineral reserves,
reported exclusive of mineral resources, have increased from 7.9 million tonnes at 4% copper
at December 31, 2022 to 14.6 million tonnes at 3.2% copper at December 31, 2023.
The increase in mineral resources and mineral reserves represents a material change in the quantities of mineral
resources and reserves at December 31,2023 as compared to December 31, 2022. Therefore please file an amended Form 20-F
for the fiscal year ended December 31, 2023 that includes these changes, along with the information that you have included
in response to prior comments 1 to 3 and a reconciliation comparing your resources and reserves as of the two fiscal year
ends presented and a related discussion which addresses each instruction as required by Item 1304(e) of Regulation S-K.
Additionally a registrant must file a technical report summary as an exhibit to a Commission filing when there
is a material change in the mineral reserves or mineral resources from the last technical report summary, as required
by Item 1302(b)(2)(i) of Regulation S-K. Please file a revised technical report summary. The filing of the updated technical
report summary should be accompanied with the disclosure required by Item 1304(f)(1) of Regulation S-K in the individual
property section of your Form 20-F.
The Company respectfully acknowledges the Staff’s
comment. The Company intends to comply with this comment by filing an amendment to the 2023 Form 20-F (the “Amendment”)
with the revisions set out in the attached Appendix A, which include (i) a report of the Company’s mineral resources and mineral
reserves as at December 31, 2023, (ii) a reconciliation comparing the Company’s resources and reserves as of the two fiscal year
ends presented and a related discussion which addresses each instruction as required by Item 1304(e) of Regulation S-K and (iii) the
information included in the Company’s response to the Commission by letter dated August 6, 2024 to the Commission’s prior
comment 3 (the information in comments 1 and 2 being addressed by (i) and (ii)).
The Company will also file an updated technical
report summary (the “Technical Report”) as an exhibit to the Amendment, which has an effective date of August 31,
2023. The Technical Report was previously furnished on a Form 6-K to the Commission on April 26, 2024. The report of the Company’s
mineral resources and mineral reserves as of December 31, 2023 included in Appendix A is calculated from the Technical Report, less immaterial
depletion through the end of fiscal 2023. The material assumptions and information pertaining to the disclosure of the Company’s
mineral resources and mineral reserves in Appendix A as required by Item 1304(f)(1) of Regulation S-K are contained in the Technical
Report and remain current as of December 31, 2023.
* * * * *
2
Securities and Exchange Commission
August 30, 2024
Page 3
Please contact me at (212) 735-3712 or ryan.dzierniejko@skadden.com
if the Staff has any questions or requires additional information.
Very truly yours,
/s/ Ryan J. Dzierniejko
cc: Michael James McMullen, Chief Executive Officer, Metals Acquisition
Ltd
Morné Engelbrecht, Chief Financial Officer, Metals Acquisition Ltd
Chris Rosario, General Counsel and Joint Company Secretary, Metals Acquisition Ltd
3
Securities and Exchange Commission
August 30, 2024
Page 4
Appendix A
I. Report of the Company’s mineral resources and mineral
reserves as at December 31, 2023 and reconciliation comparing the Company’s resources
and reserves as of the two fiscal year ends presented and a related discussion which addresses
each instruction as required by Item 1304(e) of Regulation S-K
The Company intends to revise the disclosure on
pages 38 and 39 of the 2023 Form 20-F to read as follows (new language underlined, deletions indicated by strikethrough):
Mineral Resources
The table below sets forth the Mineral
Resource estimate for the CSA Copper Mine as of December 31, 2022. The Mineral Resources presented in this section are not Mineral
Reserves and do not reflect demonstrated economic viability. The reported Inferred Mineral Resources are considered too speculative geologically
to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves. There is no certainty
that all or any part of this Mineral Resource will be converted into Mineral Reserve. All figures are rounded to reflect the relative
accuracy of the estimates and totals may not add correctly. Mineral Resource estimates are exclusive of Mineral Reserves on a 100% ownership
basis.
The table below sets forth the Mineral Resource
estimate for the CSA Copper Mine as of December 31, 2023.
Copper and Silver
Mineral Resources Exclusive of Mineral Reserves as at December 31, 2023,
Based on a Copper Price of US$8,279/t at 1.5% Cu Cut-Off Grade
Resource
Tonnes
Cu
Cu Metal
Ag
Ag
Metal
System
Category
Mt
%
kt
g/t
Moz
All
Systems
Measured
2.8
5.3
150.3
18.1
1.6
Indicated
1.6
4.7
74.4
11.8
0.6
Meas + Ind
4.4
5.1
224.8
15.8
2.2
Inferred
3.4
5.2
178.4
19.6
2.1
Total
7.8
5.2
403.2
17.5
4.4
Notes:
· Mt
= million tonnes, kt = thousand tonnes, g/t = grams per tonne, Moz = million ounces
· Mineral
Resources are reported as at December 31, 2023 and are reported using the definitions in
Item 1300 of Regulation S-K (17 CFR Part 229) (SK1300)
· Mineral
Resources are reported excluding Mineral Reserves
4
Securities and Exchange Commission
August 30, 2024
Page 5
· The
Qualified Person for the estimate is Mike Job, of Cube Consulting Pty Ltd
· Price
assumptions used in the estimation include US$8,279/t of copper and US$22.60/troy ounce (“oz”)
of silver; in line with long term Broker Consensus forecast copper pricing as at August 8,
2023. This is explained further in Sections 16.4 and 16.7 of the Technical Report Summary
- CSA Copper Mine - New South Wales - Australia, prepared by
Behre Dolbear Australia Minerals Industry Consultants and other qualified persons effective
as of April 22, 2024 (the “Technical Report Summary”). The copper price used
for the fiscal 2023 cut-off grade, compared to US$7,400/t for the fiscal 2022 cut-off grade,
is based on the higher consensus copper price in 2023 compared to 2022
· Geological
mineralization boundaries defined at a nominal 2.5% Cu cut off for high grade lenses, and
1.5% Cu for the lower-grade halo; Mineral Resources reported above a 1.5% Cu cut-off grade
· Costs
assumptions underlying cut-off grade calculation include US$78 per ore tonne mined, US$20
per ore tonne milled and US$21 G&A per ore tonne milled. This is explained further in
Section 12.5 of the Technical Report Summary
· Metallurgical
recovery assumptions used in the estimation were 97.5% copper recovery and 80% silver recovery
· Mineral
Resources reported as dry, raw, undiluted, in-situ tonnes
· Figures
are subject to rounding
The table below sets forth the Mineral Resource
estimate for the CSA Copper Mine as of December 31, 2022:
Copper
and Silver Mineral Resources Exclusive of Mineral Reserves as of December 31, 2022, Based on a Copper Price of US$7,400/t
System
Resource Category
Tons Mt
Cu %
Cu
Metal
Kt
Ag g/t
Ag
Metal
Moz
All Systems
Measured Mineral Resources
0.0
0.0
0.0
0.0
0.0
Indicated Mineral Resources
0.0
0.0
0.0
0.0
0.0
Meas + Ind Mineral Resources
0.0
0.0
0.0
0.0
0.0
Inferred Mineral Resources
3.5
5.6
193
20
2.2
Total Mineral Resources
3.5
5.6
193
20
2.2
Notes:
· Mineral
Resources are reported as of December 31, 2022 and are reported using the definitions in
Item 1300 of Regulation S-K (17 CFR Part 229)(SK1300)
· Mineral
Resources are reported excluding Mineral Reserves
· The
Qualified Person for the estimate is Mike Job, of Cube Consulting Pty Ltd (“Cube”)
5
Securities and Exchange Commission
August 30, 2024
Page 6
· Price
assumptions used in the estimation include US$7,400/t of Copper and US$21.7/ounce of silver.
The Copper price is an approximate 9% discount to consensus copper pricing as at February
1, 2023
· Cost
assumptions for the cut-off grade calculation were A$98 per ore tonne mined, A$20 per tonne
milled and A$19 per tonne G+A
· Geological
mineralization boundaries defined at a nominal 2.5% Cu cut off
· Metallurgical
recovery assumptions used in the estimation were 97.5% Copper recovery and 80% Silver recovery
· Mineral
Resources reported as dry, raw, undiluted, in-situ tons
· Figures
are subject to rounding
Approximately 73% of our current Mineral
Resource tonnage and 78% of the contained copper lies within the QTSN and QTSC systems.
Difference in Resources 2022 to 2023
Tonnes
Cu
Cu
Metal
Ag
Ag
Metal
Description
Estimated
Date
Cut-Off
Grade
Mt
%
kt
g/t
Moz
Measured Mineral Resource
31-December-2022
2.5
0.0
0.0
0.0
0.0
0.0
Measured Mineral Resource
31-December-2023
1.5
2.8
5.3
150.3
18.1
1.6
Difference - Total Measured
2.8
5.3
150.3
18.1
1.6
% Difference - Total Measured
N/A
N/A
N/A
N/A
N/A
Indicated Mineral Resource
31-December-2022
2.5
0.0
0.0
0.0
0.0
0.0
Indicated Mineral Resource
31-December-2023
1.5
1.6
4.7
74.4
11.8
0.6
Difference - Total Indicated
1.6
4.7
74.4
11.8
0.6
% Difference - Total Indicated
N/A
N/A
N/A
N/A
N/A
Inferred Mineral Resource
31-December-2022
2.5
3.5
5.6
193.0
20.0
2.2
Inferred Mineral Resource
31-December-2023
1.5
3.4
5.2
178.4
19.6
2.1
Difference - Total Inferred
-0.1
-0.4
-14.6
-0.4
-0.1
% Difference - Total Inferred
(2.86 )%
(7.14 )%
(7.56 )%
(2.00 )%
(4.55 )%
The average cut-off grade set out above reduced
between December 31, 2022 and December 31, 2022 as a result primarily of the Offtake Agreement entered into concurrently with the Closing
that provides significant additional revenue for the cut-off grade calculation, with use of a lower cut-off grade reducing the overall
resource grade. Further, an additional 17,000m of back log drilling was logged and assayed and used in the fiscal 2023 resource estimate
that had the impact of increasing the Measured and Indicated classifications of the overall resource which was then available for conversion
to reserves.
6
Securities and Exchange Commission
August 30, 2024
Page 7
The difference between the fiscal 2022 and
fiscal 2023 resource estimates was also impacted by the higher consensus copper price in 2023, as compared to 2022.
Mineral Reserves
We produced a Mineral Reserve estimate for the
CSA Copper Mine, based on actual stope designs incorporating mining losses, mining dilution and other modifying factors. The Mineral
Res