Filed by Metals Acquisition Limited 

This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 

and deemed filed pursuant to Rule 14a-12 

under the Securities Exchange Act of 1934 

Subject Company: Metals Acquisition Corp

Commission File Number: 001-40685 

Date: February 21, 2023

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

Date of Report (Date of earliest event reported): February 21, 2023

METALS ACQUISITION CORP

(Exact name of registrant as specified in its charter)

 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):

Securities registered pursuant to Section 12(b) of the Act:

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. ¨

As previously disclosed in the Current Report on Form 8-K, on March 17, 2022, Metals Acquisition Corporation (the “Company”), Metals Acquisition Corp. (Australia) Pty Ltd and Glencore Operations Australia Pty Limited entered into a Share Sale Agreement, as amended by the Deed of Consent and Covenant, dated as of November 22, 2022 (as may be further amended, supplemented, or otherwise modified from time to time, the “Share Sale Agreement”), pursuant to which the Company will acquire the Cornish, Scottish and Australian mine (the “CSA Mine”) in Cobar, New South Wales, Australia.

Behre Dolbear Australia Pty Ltd, in consultation with Cube Consulting Pty Ltd and Jan Coetzee, has completed the updated technical report summary (the “TRS”), in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission, for the CSA Mine. The TRS has an effective date of December 31, 2022.

A copy of the TRS is attached as Exhibit 96.1 hereto.

(d) Exhibits:

SIGNATURE

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