Exhibit 10.1

(Australian Branch)

US$205,000,000 Term Loan Facility

US$25,000,000 Revolving Loan Facility

A$40,000,000 Letter of Credit Facility

SYNDICATED FACILITY AGREEMENT

dated 28 February 2023

for

METALS ACQUISITION CORP. (AUSTRALIA) PTY LTD

arranged by

CITIBANK N.A., SYDNEY BRANCH and BANK OF MONTREAL

acting as Mandated Lead Arrangers and Bookrunners

with

CITISECURITIES LIMITED

acting as Agent

CONTENTS

THIS AGREEMENT is dated 28 February 2023 and made between:

IT IS AGREED as follows:

SECTION 1
INTERPRETATION

In this Agreement:

"Aboriginal Heritage Law" means any State or Commonwealth legislation that provides for the recognition and protection of sites of significance to Aboriginal people.

"Acceptable Bank" means:

"Accession Letter" means a document substantially in the form set out in Schedule 5 (Form of Accession Letter).

"Account Bank" means the Initial Account Bank or a replacement account bank which is an Acceptable Bank and acceptable to the Agent (acting on the instructions of the Majority Lenders) appointed in accordance with this Agreement.

"Account Bank Agreement" means any account bank agreement and associated documents entered into by the Borrower and an Account Bank which is required under clause 27.1(d).

"Acquisition" means the acquisition of 100% of the issued share capital in the Target by the Borrower under the Sale and Purchase Agreement.

"Additional Business Day" means any day specified as such in the Compounded Rate Terms.

"Additional Guarantor" means a company which becomes an Additional Guarantor in accordance with Clause 30 (Changes to the Obligors).

"Additional Obligor" means an Additional Guarantor.

"Adjusted EBITDA" means for any period, EBITDA for that period adjusted by deducting (to the extent that the following items are not already deducted in determining EBITDA):

"Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

"Annual Operating Budget" means the cash flow budget for the Borrower Group approved by the board of the Borrower, to be provided to the Agent under clause 4.1 (Initial conditions precedent), as updated and amended from time to time as required under and in accordance with clause 23.6 (Annual Reporting).

"Approved Hedge Counterparty" means each Arranger and each Original Lender and each of their Affiliates.

"Approved Hedging Programme" means the document entitled "Approved Hedging Programme – Project Chariot 2023" provided to the Agent under clause 4.1 (Initial conditions precedent) as amended in accordance with this Agreement.

"Assignment Agreement" means an agreement in the form agreed between the Agent and the relevant assignor and assignee.

"Associate" has the meaning given to it in Section 128F(9) of the Tax Act.

"Auditors" means Ernst & Young, or any other firm approved in advance by the Majority Lenders (such approval not to be unreasonably withheld or delayed).

"Australian Withholding Tax" means any Australian Tax required to be withheld or deducted from any interest or other payment under Division 11A of Part III of the Tax Act or Subdivision 12-F of Schedule 1 to the Taxation Administration Act 1953 (Cth).

"Authorisation" means:

"Authorised Signatory" means:

"Availability Period" means:

"Available Cash" means any amounts classified according to applicable IFRS as 'Cash' (which is held with an Acceptable Bank).

"Available Commitment" means, in relation to a Facility, a Lender's Commitment under that Facility minus:

other than, in relation to any proposed Utilisation under Facility B or Facility C only, that Lender's participation in any Utilisations under that Facility that are due to be repaid or prepaid on or before the proposed Utilisation Date.

"Available Facility" means, in relation to a Facility, the aggregate for the time being of each Lender's Available Commitment in respect of that Facility.

"Base Case Financial Model" means the excel document in a form and substance equivalent to that provided at Financial Close comprising the reserves position, business plan, production, operating and financial forecasts (including forecast Capital Expenditure and forecast Revenues) of the Borrower Group from the date of Financial Close until the end of the currently forecast life of mine, or in relevant cases, such longer term as necessary to demonstrate compliance with any forward-looking financial covenants required under this Agreement, provided to the Agent under clause 4.1 (Initial conditions precedent), as updated annually and from time to time in accordance with clause 23.5 (Updates to Base Case Financial Model) and for the purposes of evidencing that the Borrower is permitted to increase the amount of hedging permitted under the Approved Hedging Programme or to make Permitted Acquisitions.

"Base Copper and Silver Forward Price" means the US dollar unhedged copper and silver price forecast being the lower of:

"Base FX Assumption" means on any date, the AUD-USD rate of exchange on Bloomberg screen FRD at or about 11 a.m. on the relevant date or as otherwise agreed between the Borrower and the Agent (acting on the instructions of the Majority Lenders).

"Beneficiaries" has the meaning given to it in the Security Trust Deed.

"Borrower Affiliate" means the Borrower, any Affiliates of the Borrower, any trust of which it or any of its Affiliates is a trustee, any partnership of which it or any of its Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the control of, it or any of its Affiliates.

"Borrower and Company General Security Deed" means the general security deed to be dated before Financial Close between the Borrower and the Company and the Security Trustee.

"Borrower Group" means the Borrower and each of its Subsidiaries.

"Break Costs" means any amount specified as such in the Compounded Rate Terms.

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in Sydney, Jersey, New York, Hong Kong, Singapore and any Additional Business Day.

"Capital Expenditure" means any expenditure or monetary obligation of the Borrower Group of a capital nature in connection with the Project (including Sustaining Capital Expenditure and repairs and maintenance, to the extent they are capital in nature).

"Cash Equivalent Investments" means at any time:

in each case, to which the Borrower is alone (or together with other members of the Borrower Group) beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security (other than Security arising under the Transaction Security Documents).

"Cash Sweep" means the amounts repaid by the Borrower in respect of Facility A in accordance with clause 8.2(a)(i) (Cash Sweep).

"Cayman Companies Act" means the Companies Act (as revised) of the Cayman Islands.

"Cement Supply Agreement" means the document titled "Forward Purchase Agreement – Supply of Cement" with a commencement date of 1 January 2022 between the Target and East Coast Cement Pty Ltd ACN 603 062 497.

"Central Bank Rate" has the meaning given to that term in the Compounded Rate Terms.

"Central Bank Rate Adjustment" has the meaning given to that term in the Compounded Rate Terms.

"Certain Funds Period" means the period from the date of this Agreement to and including the earlier of:

"Clean Up Period" means the period on and from Completion to and including the date which is 90 days after Completion.

"Cobar Terminal Services Agreement" means the document titled "Cobar Terminal Services Agreement" dated 31 August 2021 between the Target and Aurizon Port Services NSW Pty Ltd ACN 103 570 181.

"Code" means the US Internal Revenue Code of 1986.

"Commitment" means a Facility A Commitment or Facility B Commitment or Facility C Commitment.

"Company Offshore Security Document" means the security documents to be given by the Company governed by Jersey law and Cayman Islands law over all of the Company's assets and undertaking and the Jersey Company SIA.

"Completion" has the meaning given in the Sale and Purchase Agreement.

"Compliance Certificate" means a certificate substantially in the form set out in Schedule 7 (Form of Compliance Certificate).

"Compounded Rate Supplement" means a document which:

"Compounded Rate Terms" means the terms set out in Schedule 13 (Compounded Rate Terms) or in any Compounded Rate Supplement.

"Compounded Reference Rate" means, in relation to any RFR Banking Day during the Interest Period of a Loan, the percentage rate per annum which is the aggregate of:

"Compounding Methodology Supplement" means, in relation to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate, a document which:

"Confidential Information" means all information relating to any Obligor, the Group, the Finance Documents or a Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility from either:

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

"Confidentiality Undertaking" means a confidentiality undertaking substantially in a form as set out in Schedule 9 (Form of Confidentiality Undertaking) or in any other form agreed between the Company and the Agent.

"Consent Deed" means a consent deed in a form acceptable to the Agent (acting reasonably) in relation to the attachment of the Transaction Security to the following:

"Consultancy Services Umbrella Agreement" means the document titled "Umbrella Agreement - Consultancy Services" dated 8 February 2021 between the Target and Golder Associates Pty Ltd ACN 006 107 857.

"Contamination" means the presence of any substance at a level exceeding that naturally occurring:

"Cooling Plant Agreement" means the document titled "Wet Equipment Hire Contract" dated 6 September 2019 between the Target and Aggreko Generator Rentals Pty Ltd ACN 001 991 457.

"Copper Purchase Agreement" means the agreement to be dated before Financial Close entitled " copper purchase agreement" between the Company as seller, the Borrower, the Stream Purchaser as purchaser and which will, following completion of a section 260B whitewash procedure under the Corporations Act, be acceded to by the Target in Agreed Form.

"Copper Streaming Facility" means the financial accommodation made available to the Company under the Copper Purchase Agreement.

“Copper Streaming Facility Security Documents” means the “Copper Security Documents” as defined in the Copper Purchase Agreement in Agreed Form.

"Copper Stream Obligations" means all indebtedness, liabilities and other obligations, present or future, direct or indirect, absolute or contingent, matured or unmatured, at any time or from time to time due or accruing due and owing by or otherwise payable or to be performed by any

Obligor to the Stream Purchaser under, in connection with or pursuant to the Copper Purchase Agreement and Copper Streaming Facility Security Documents, each in Agreed Form.

"Copper Stream Security Trust Deed" means the deed entitled "Security Trust Deed (Copper Stream)" to be dated before Financial Close and made between, among others, the Company and the security trustee named in that deed in Agreed Form.

"Copper Streaming Intercompany Loan Agreement" means the intercompany loan between the Company and the Borrower to be dated before Financial Close under which the proceeds of the upfront deposit to be paid by the Stream Purchaser under the Copper Purchase Agreement are on-lent to the Borrower in Agreed Form.

"Corporations Act" means the Corporations Act 2001 (Cth).

"Credit Adjustment Spread" means, in respect of any Loan, any rate which is either:

except that if the Credit Adjustment Spread is less than zero, it will be deemed to be zero.

"Cumulative Compounded RFR Rate" means, in relation to an Interest Period for a Loan, the percentage rate per annum determined by the Agent (or by any other Finance Party which agrees to determine that rate in place of the Agent) in accordance with the methodology set out in Schedule 15 (Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

"Daily Non-Cumulative Compounded RFR Rate" means, in relation to any RFR Banking Day during an Interest Period for a Loan, the percentage rate per annum determined by the Agent (or by any other Finance Party which agrees to determine that rate in place of the Agent) in accordance with the methodology set out in Schedule 14 (Daily Non-Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

"Daily Rate" means the rate specified as such in the Compounded Rate Terms.

"Debt Purchase Transaction" means, in relation to a person, a transaction where such person:

any Commitment or amount outstanding under this Agreement.

"Debt Service" means for any Relevant Period, the aggregate amount of interest and amounts in the nature of interest paid or incurred during that period (as stated on the Borrower's financial statements) in relation to Financial Indebtedness of the Borrower Group, including:

plus or minus the net amount of any difference payments under the Hedging Agreements (but excluding the net close out amounts payable to the Borrower under a Hedging Agreement which has been closed out or terminated),

paid during that Relevant Period in respect of the Financial Indebtedness of the Borrower Group.

"Debt Service Cover Ratio" means, for any Relevant Period, the ratio of:

"Default" means an Event of Default or any event or circumstance specified in Clause 28 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of them) be an Event of Default.

"Defaulting Finance Party" means any Finance Party (other than a Lender which is a Borrower Affiliate):

unless, in the case of paragraphs (a) and (c) above:

payment is made within 3 Business Days of its due date; or

"Derivative Transaction" means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

"Diesel Supply Agreement" means the document titled "Diesel Supply Agreement" dated 7 September 2012 between the Target and Glencore Singapore Pte Ltd ABN 42 883 745 924.

"Disruption Event" means either or both of:

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

"Distributions" means:

"EBITDA" means for any period, the total consolidated operating income of the Borrower Group for that period as stated in the Borrower's financial statements (or, for the purposes of calculating the Forecast Cash Flow Coverage Ratio, the projected total consolidated operating income of the Borrower Group, as set out in the Base Case Financial Model) before interest and taxation and:

on the basis that the closing out of any Derivative Transactions is not an item of an unusual or non-recurring nature for these purposes;

"Economic Assumptions" means, in relation to the Base Case Financial Model, assumptions relating to escalation factors, Base Copper and Silver Forward Price, Base FX Assumption, hedging volumes and prices, discount rates, interest rates, inflation rates and Taxes, and any other assumption which in the reasonable opinion of the Agent (acting on the instructions of the Majority Lenders) is necessary to run the Base Case Financial Model.

"Environment" means all aspects of the surroundings of human beings including:

"Environment and Social Expert" means:

"Environmental Claim" means any claim, proceeding or investigation by any person in respect of any Environmental Law.

"Environmental Law" means any applicable law in any jurisdiction in which any member of the Group conducts business which relates to the pollution or protection of the environment or harm to or the protection of human health or the health of animals or plants.

"Environmental Permits" means any Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the Group conducted on or from the properties owned or used by the relevant member of the Group.

"Equity Contribution" means the contribution (in form and substance satisfactory to the Agent acting on the instructions of all Lenders) to the funds required for completion of the Acquisition not funded by Utilisations under Facility A and drawings under the Junior Debt Documents.

"ERISA" means the US Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

"ERISA Affiliate" means any trade or business (whether or not incorporated) that for purposes of Title I or Title IV of ERISA or section 412 of the Code would be deemed at any relevant time to be a single employer or otherwise aggregated with any Obligor or a Subsidiary of an Obligor under section 414 of the Code.

"ERISA Event" means any one or more of the following:

"Event of Default" means any event or circumstance specified as such in Clause 28 (Events of Default).

"Excess Cash" means, on any date, the cash balance of the Borrower Group during the relevant Interest Period that is available for Distributions (excluding any cash balance already in the Distribution Account before that date) after making all other required payments in accordance with items 27.4(a) to (i) of clause 27.4 (Cashflow Waterfall – Proceeds Account), after allowance for the required minimum cash and Cash Equivalent Investments (net of any redemption costs) balance of US$30,000,000. Excess Cash does not include (i) the proceeds from the Company issuing equity in connection with listing on ASX (or undertaking an alternative equity raise), (ii) the proceeds from any sale and lease back (hire purchase) of assets up to US$30,000,000 in aggregate as long as the assets continue to be used for the Project.

"Expiry Date" means, for a Letter of Credit, the last day of its Term. "Facility" means Facility A or Facility B or Facility C.

"Facility A" means the term loan facility made available under this Agreement as described in Clause 2 (The Facilities).

"Facility A Commitment" means:

to the extent not cancelled, reduced or transferred by it under this Agreement.

"Facility A Loan" means a loan made or to be made under Facility A or the principal amount outstanding for the time being of that loan.

"Facility A Repayment Date" means 31 March, 30 June, 30 September and 31 December in each year commencing on the first such date which is at least 3 months after Financial Close, which is expected to be 30 September 2023, or if any such date is not a Business Day, the preceding Business Day.

"Facility A Repayment Instalment" means, in respect of each Facility A Repayment Date, the amount set out in the Facility A Repayment Schedule corresponding to that date.

"Facility A Repayment Schedule" means the amortisation schedule prepared by the Agent on behalf of the Lenders, sculpted to a Debt Service Cover Ratio of 1.50x, so that the Facility A Loan is fully amortising over a notional 5 year loan life based on the Base Case Financial Model as at Financial Close or as amended from time to time in accordance with clause 23.5(g).

"Facility B" means the revolving credit facility made available under this Agreement as described in Clause 2 (The Facilities).

"Facility B Commitment" means:

to the extent not cancelled, reduced or transferred by it under this Agreement.

"Facility B Loan" means a loan made or to be made under Facility B or the principal amount outstanding for the time being of that loan.

"Facility C" means the Letter of Credit facility made available under this Agreement as described in Clause 2 (The Facilities).

"Facility C Commitment" means:

to the extent not cancelled, reduced or transferred by it under this Agreement.

"Facility Office" means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement.

"FATCA" means:

"FATCA Application Date" means:

"FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by FATCA.

"FATCA Exempt Party" means a Party that is entitled to receive payments free from any FATCA Deduction.

"Fee Letter" means any letter or letters between the Arrangers or an Original Lender and the Company (or the Agent and the Company or the Security Trustee and the Company) setting out any of the fees referred to in Clause 14 (Fees) or any other fees in connection with the Facilities, including the letters listed below:

"Final Adjustment Amount" has the meaning given in the Sale and Purchase Agreement.

"Final Adjustment Interest Amount" has the meaning given in the Sale and Purchase Agreement.

"Finance Document" means:

"Finance Party" means the Agent, the Arranger, the Security Trustee, a Hedge Counterparty or a Lender.

"Financial Close" means the date on which the Agent, acting on behalf of the Lenders, confirms that the initial conditions precedent to this Agreement are satisfied or waived.

"Financial Covenant" means each of the covenants set out in clause 24.1 (Financial covenants).

"Financial Indebtedness" means any indebtedness for or in respect of:

"First Contingent Copper Payment" means the unsecured, subordinated payment of up to $75,000,000 deferred consideration payable by the Company to Glencore Operations Australia Pty Limited under the Sale and Purchase Agreement payable if, over the life of the Project, the average daily LME closing price of copper is greater than US$9,370 per metric tonne for any rolling 18-month period (starting at Completion).

"Forecast Cash Flow Coverage Ratio" means the ratio of:

"Freehold Property" means each freehold property held by the Target listed in Part I of Schedule 17 (Real Property).

"Freehold Property Mortgages" means each mortgage to be granted by the Target in favour of the Security Trustee in respect of the Freehold Property.

"Funding Rate" means any individual rate notified by a Lender to the Agent under Clause 13.3(a)(ii) (Cost of funds).

"Funds Flow Statement" means the statement of sources and uses of funds prepared by the Borrower in relation to the completion of the Acquisition.

"Glencore NSR Royalty Agreement" means the Cobar Royalty Deed to be entered into on or around Completion between Target, the Company and Glencore Operations Australia Pty Limited in Agreed Form.

"Golder Umbrella Agreement" means the document titled "Umbrella Contract – Consultancy Services" dated 26 February 2021 between the Target and Golder Associates Pty Ltd ACN 006 107 857.

"Good Mining Practice" means the exercise of that degree of skill, care, prudence, operational and financial foresight and operating practice which would reasonably and ordinarily be expected from a skilled and experienced person engaged in the same type of undertaking as the Obligors under the same or similar circumstances, with the exercise of skill, care, prudence, operational and financial foresight and operating practices to be substantially in accordance with recognised best practices in the mining industry in Australia.

"Governmental Agency" means any government or any governmental, semi-governmental or judicial entity or authority. It also includes any self regulatory organisation established under statute or any stock exchange.

"Group" means the Company, the Borrower and each Subsidiary of the Company or the Borrower.

"Guarantee" means the guarantee, undertaking and indemnity given under Clause 20 (Guarantee).

"Guarantor" means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 30 (Changes to the Obligors).

"GST Law" means the same as "GST law" means in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

"Haulage Agreement" means the document titled "Rail Haulage Services Agreement" dated on or around 1 December 2009 and as varied on 1 December 2015 and 8 September 2020 between the Target and Qube Logistics (Rail) Pty Ltd ACN 082 313 415 (formerly South Spur Rail Services Pty Ltd).

"Hedge Counterparty" means any person which is, or has become, a party to the Security Trust Deed as a Hedge Counterparty in accordance with the Security Trust Deed and to the Intercreditor Deed as a Hedge Counterparty in accordance with the Intercreditor Deed.

"Hedge Protocol" means the document entitled 'Hedge Protocol' and provided to the Agent under clause 4.1 (Initial conditions precedent) as amended in accordance with this Agreement detailing, among other things, the minimum and maximum volumes, the initial and on-going hedging, approved counterparties to any Derivative Transaction and requirements for close out provisions.

"Hedging Agreement" means any master agreement, confirmation, schedule or other agreement entered into or to be entered into by the Borrower and a Hedge Counterparty for the purpose of hedging only the types of liabilities and/or risks in relation to the Facilities which is required or permitted to be entered into by this Agreement.

"Holding Company" means, in relation to a person, any other person in respect of which it is a Subsidiary.

"IFRS" means the International Financial Reporting Standards applied in accordance with generally accepted accounting principles, standards and practices in Australia.

"Independent Technical Expert" means:

"Indirect Tax" means any goods and services tax, consumption tax, value added tax or any tax of a similar nature.

"Insurances" means the insurances required to be taken out or maintained by the Obligors to comply with this Agreement and the Transaction Security Documents.

"Intercreditor Deed" means the deed entitled "Intercreditor Deed" to be dated before Financial Close and made between, among others, the Borrower, the Lenders, the Agent and the Security Trustee.

"Intercreditor Deed Accession Deed" has the meaning given to the term "Accession Deed" in the Intercreditor Deed.

"Interest Payment" means the aggregate amount of interest that:

"Interest Period" means, in relation to a Loan, each period determined in accordance with Clause 12 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 11.3 (Default interest).

"Ipso Facto Event" has the meaning given to it in Clause 20.1 (Guarantee).

"Issuing Person" means the Lender under Facility C so long as, in respect of a Letter of Credit issued or to be issued under this Agreement, the "Issuing Person" shall be the Issuing Person which has issued or has been requested to issue that Letter of Credit.

"ITSA" means an indirect tax sharing agreement which:

(Cth); and

(b)            covers all group liabilities of the GST Group to which an Obligor is a member.

"Jersey Companies Law" means the Companies (Jersey) Law 1991.

"Jersey Company SIA" means the Jersey law security interest agreement to be granted by the Company which is incorporated in Jersey in favour of the Security Trustee in respect of all intangible Jersey situs assets held by that Company.

"Jersey Consent Letter" means a consent letter (in the form acceptable to the Security Trustee) executed by any party granting a Company Offshore Security Document governed by the laws of Jersey, consenting to the registration of a financing statement on the SIR, in respect of the security interest to be created pursuant to such Company Offshore Security Document.

"Joint Venture" means any form of joint venture, whether a company, unincorporated entity, undertaking, association, partnership or other similar entity or arrangement.

"JORC Code" means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves published by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists and the Minerals Council of Australia, effective as at December 2012, as updated from time to time.

"Junior Debt" means the Permitted Financial Indebtedness incurred under or in respect of the Mezzanine Debt Facility, the Silver Streaming Facility, the Copper Streaming Facility and the NSR Royalty.

"Junior Debt Documents" means each of the following:

and any other document, agreement or understanding (in writing or not) between any Obligors or between an Obligor and any shareholder of any of them which evidences Financial Indebtedness of an Obligor to another Obligor or shareholder of any of them.

"Key Material Contract" means each of the following Material Contracts:

"Key Tenement" means each Tenement other than Exploration Licence 6223 (1992) and Exploration Licence 6907 (1992) or any other Tenement the Agent (acting on the instructions of all the Lenders) agrees is not a Key Tenement.

"Leasehold Property Mortgages" means each mortgage to be granted by the Target in favour of the Security Trustee in respect of the Project Leases.

"Legal Opinions" means each of the legal opinions given under Schedule 2. "Legal Reservations" means:

"Lender" means:

which in each case has not ceased to be a Party in accordance with this Agreement.

"Lender Presentation" means the document in the form approved by the Company concerning the Group which, at the Company's request and on its behalf, was prepared in relation to this transaction and distributed by the Arranger to selected financial institutions before the date of this Agreement.

"Less Key Material Contract" means each of the following Material Contracts:

"Letter of Credit" means:

"Life of Mine Plan" means, at any time, the independent technical report summary dated 13 May 2022 prepared by Behre Dolbear Australia Pty Ltd in accordance with the SEC Regulation S-K technical Report Summary requirements in respect of CSA Copper Mine – New South Wales – Australia, provided to the Agent under clause 4.1 (Initial conditions precedent) as such mine plan may be amended or updated at such time in accordance with the in accordance with this Agreement.

"Loan" means a Facility A Loan or a Facility B Loan.

"Lookback Period" means the number of days specified as such in the Compounded Rate Terms.

"Majority Lenders" means a Lender or Lenders whose Commitments aggregate at least 66⅔ per cent of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated at least 66⅔ per cent of the Total Commitments immediately before the reduction). Where a Lender's Commitment has been reduced to zero, but it has an outstanding participation in any outstanding Utilisations, then for this purpose its Commitment will be taken to be the aggregate amount of its participation.

"Mandate and Commitment Letter" means any mandate and commitment letter or letters dated on or before the date of this Agreement between the Company and an Arranger or the Company and an Original Lender.

"Margin" means 3.00 per cent. per annum for Facility A and Facility B.

"Market Disruption Rate" means the rate (if any) specified as such in the Compounded Rate Terms.

"Material Adverse Effect" means a material adverse effect on:

"Material Contracts" means:

"ME Supply Contract" means the document titled "Mobile Equipment Supply Contract (Supply of Capital Equipment and Associated Services)" dated 30 June 2020 between Mount Isa Mines Limited ACN 009 661 447 (acting in its personal capacity and as agent for the Target and Ernest Henry Mining Pty Ltd ACN 008 495 574) and Sandvik Mining and Construction Australia Pty Ltd ACN 003 771 382.

"Mezzanine Debt Facility" means the financial accommodation made available to the Borrower under the Mezzanine Debt Facility Agreement.

"Mezzanine Debt Facility Agreement" means the agreement to be dated before Financial Close entitled "US$135,000,000 mezzanine debt facility" between the Borrower as borrower, the Company as guarantor, Sprott Private Resource Lending II (Collector), LP as lender and others in Agreed Form.

"Mezzanine Debt Facility Security Documents" means the “Transaction Security Documents” as defined in the Mezzanine Debt Facility Agreement in each case in Agreed Form.

"Mezzanine Security Trust Deed" means the deed entitled "Security Trust Deed (Mezzanine)" to be dated before Financial Close and made between, among others, the Borrower, the Company and the security trustee named in that deed in Agreed Form.

"Mining Act" means the Mining Act 1992 (NSW). "Mining Mortgages" means:

"Month" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that in relation to an Interest Period for any Loan (or any other period for the accrual of commission or fees) for which there are rules specified as "Business Day Conventions" in the Compounded Rate Terms, those rules shall apply, or for all other purposes:

The above rules will only apply to the last Month of any period.

"Multiemployer Plan" means any multiemployer plan as defined in section 4001(a)(3) of ERISA, which is or was contributed to by an Obligor, a Subsidiary of an Obligor or an ERISA Affiliate (or to which any of the foregoing had any obligation to contribute or any liability, contingent or otherwise).

"Native Title Claim" means any application, claim, right or entitlement, (whether arising by statute or otherwise) of any indigenous person or traditional owner to any estate or interest in land by which that person or owner is applying for or claiming or has that estate or interest in land because that person is indigenous, is a traditional owner or otherwise has a relationship with the land including any application, claim, right or entitlement under the Native Title Act 1993 (Cth) or any analogous legislation.

"Net Debt" means, in relation to the Borrower Group, at the end of any Relevant Period, the sum of the following items (as stated on the Borrower's financial statements):

"New Lender" has the meaning given in Clause 29 (Changes to the Lenders).

"NSR Royalty" means the 1.5% copper only net smelter return royalty granted by Target to Glencore Operations Australia Pty Limited under the Glencore NSR Royalty Agreement.

"Obligor" means the Borrower or a Guarantor.

"Obligor Shares" means any shares, membership or other equity interests, or other equity securities in or issued by any Obligor or Target but excluding the Company.

"Offshore Associate" means an Associate:

which does not become a Lender and receive payment in the capacity of a clearing house, custodian, funds manager or responsible entity of a registered scheme.

"Offtake Agreement" means:

"Offtaker" means Glencore International AG and any other offtaker under an Offtake Agreement approved by the Agent.

"Operating Costs" means all costs and expenses incurred and paid or payable by the Borrower Group in the ordinary course of business in connection with the day-to-day activities of the Project, including (without double-counting):

"Original Financial Statements" means:

"Original Guarantor" means each entity listed as such in Part I of Schedule 1. "Original Obligor" means the Borrower or an Original Guarantor.

"Participating Member State" means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

"Party" means a party to this Agreement.

"Payable Copper" means 96.2% of any and all copper in whatever form or state that is mined, produced, extracted or otherwise recovered from the Tenements, including

"Payable Silver" means 90% of any and all silver in whatever form or state that is mined, produced, extracted or otherwise recovered from the Tenements, including

"Perfection Requirements" means the making or procuring of the appropriate perfection, stamping, endorsements, notarisations, notifications, Authorisations and registration requirements of the Transaction Security Documents and/or the Security created under them.

"Permitted Acquisition" means:

"Permitted Disposal" means any sale, lease, licence, bailment, transfer or other disposal (a "Disposal") which, except in the case of paragraph (b), is on arm's length terms:

so long as, in each case, no Event of Default is subsisting on the date of such Disposal or would occur as a result of such Disposal, and such Disposal would not have, or could not reasonably be expected to have, a Material Adverse Effect.

"Permitted Distribution" means the payment of any Distribution so long as:

"Permitted Financial Indebtedness" means Financial Indebtedness:

so long as, in each case, no Event of Default is subsisting on the date such Financial Indebtedness is incurred or would occur as a result of the incurrence of such Financial Indebtedness.

"Permitted Joint Venture" means any investment in any Joint Venture, unless such investment would have a Material Adverse Effect and so long as:

"Permitted Loan" means:

"Permitted Security" means:

"Permitted Transaction" means:

"Plan" means an "employee benefit plan" as defined in section 3(3) of ERISA that is subject to Title IV of ERISA and that is sponsored, maintained or contributed to by an Obligor, a Subsidiary of an Obligor or any ERISA Affiliate or in respect of which an Obligor, a Subsidiary of an Obligor or an ERISA Affiliate has or has had an obligation to contribute or any liability (contingent or otherwise).

"PPSA" means the Personal Property Securities Act 2009 (Cth).

"PPX Supply Contract" means the document titled "Supply Contract (Supply of PPX Parts, GET, Drilling Consumables, Services and other items)" dated on or around 1 October 2020 between Mount Isa Mines Limited ACN 009 661 447 (in its personal capacity and acting as agent for the Target and Ernest Henry Mining Pty Ltd ACN 008 495 574) and Sandvik Mining and Construction Australia Pty Ltd ACN 003 771 382.

"Product" means the present and future right, title and interest of an Obligor in and to all copper and silver and other metals and minerals mined, extracted or derived from the Project.

"Project" means:

"Project Account" means each of the following accounts in the name of the Borrower and/or Target and held with the Account Bank:

and any replacement bank account with an Account Bank with the approval of the Agent and agreed between the Borrower and the Agent to be the USD Proceeds Account, the AUD Proceeds Account or the Distribution Account.

"Project Area" means the area the subject of the Tenements, the Freehold Properties and the Project Leases.

"Project Assets" means all the right, title and interest both present and future of the Obligors which is attributable to the Project and includes all the right, title and interest both present and future of the Obligors in, to, under or derived from:

"Project Leases" means each perpetual land lease held by the Target listed in Part II of Schedule 17 (Real Property) and any additional or replacement lease used or to be used in connection with the Project.

"Real Property Mortgages" means:

"Recognition Certificate" has the meaning given in the Security Trust Deed.

"Related Fund" in relation to a fund (the "first fund"), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

"Relevant Market" means in relation to Australian dollars, the Australian interbank market for bank accepted bills and negotiable certificates of deposits and, in relation to US Dollars, the market specified as such in the Compounded Rate Terms.

"Relevant Period" means:

"Renewal Request" means a written notice delivered to the Issuing Person in accordance with Clause 6.6 (Renewal of a Letter of Credit).

"Repeating Representations" means each of the representations set out in Clauses 21.1 (Status) to 21.5 (Validity and admissibility in evidence), 21.11 (No misleading information), 21.12(c) (Financial Statements), 21.13 (Ranking), 21.15 (Trustee), 21.19 (Ranking), 21.21 (Good title to assets), 21.23 (Group structure chart), 21.26 (Sanctions), 21.28 (Jersey Representations) and Clause 22 (Project Representations).

"Reporting Day" means the day specified as such in the Compounded Rate Terms.

"Reporting Time" means the relevant time (if any) specified as such in the Compounded Rate Terms.

"Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

"Reserve Tail Ratio" means the ratio expressed as a percentage of:

as included in the relevant updated Reserves Statement (taking into account the projected future production set out in the most recently delivered updated Base Case Financial Model).

"Reserves" means reserves of copper as determined in accordance with the JORC Code.

"Reserves Statement" means a statement of proven and probable Reserves in relation to the Project which is prepared in accordance with the JORC Code.

"Resignation Letter" means a letter substantially in the form set out in Schedule 6 (Form of Resignation Letter).

"Revenue" means, for any period, the aggregate of the following amounts actually received (or, where not received at any date of the calculation, projected to be actually received as contemplated in the Base Case Financial Model) by the Obligors that are members of the Borrower Group during that period:

but excluding:

"Review Event" means the occurrence of any of the following events (whether or not it is in the control of any Obligor):

"RFR" means the rate specified as such in the Compounded Rate Terms.

"RFR Banking Day" means any day specified as such in the Compounded Rate Terms.

"Rollover Loan" means one or more Facility B Loans or Letters of Credit:

"Sale and Purchase Agreement" means the document titled "CMPL share sale agreement" dated 17 March 2022 between the Borrower, the Company and Glencore Operations Australia Pty Limited in respect of the acquisition of 100% of the issued share capital in the Target by the Borrower as amended or varied before the date of this Agreement.

"Sales Proceeds" means moneys received from the sale of Product, including moneys received under any Offtake Agreement.

"Sanctions" means any trade, economic or financial sanctions administered or enforced by the U.S. Department of Treasury's Office of Foreign Assets Control, the United Nations Security Council, the European Union, His Majesty's Treasury, the Australian Department of Foreign Affairs and Trade, the New Zealand Ministry of Foreign Affairs and Trade, the Hong Kong Commerce, Industry and Tourism Branch of the Commerce and Economic Development Bureau, the Monetary Authority of Singapore or the Ministry of Finance Japan.

"Second Contingent Copper Payment" means the unsecured, subordinated payment of up to $75,000,000 deferred consideration payable by the Company to Glencore Operations Australia Pty Limited under the Sale and Purchase Agreement payable if, over the life of the mine, the average daily LME closing price of copper is greater than US$9,920 per metric tonne for any rolling 24-month period (commencing at Completion).

"Secured Property" means all of the assets of the Obligors which from time to time are the subject of the Transaction Security.

"Security" means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect, including any "security interest" as defined in sections 12(1) or (2) of the PPSA.

"Security Trust Deed" means the deed entitled "Security Trust Deed" dated on or about the date of this Agreement and made between, among others, the Company and the Security Trustee.

"Security Trust Deed Accession Deed" has the meaning given to the term "Accession Deed" in the Security Trust Deed.

"Security Trustee" has the meaning given to it in the Security Trust Deed.

"Selection Notice" means a notice substantially in the form set out in Part III of Schedule 3 (Requests) given in accordance with Clause 12 (Interest Periods) in relation to Facility A.

"Shiploader Agreement" means the document titled "Newcastle Shiploader Services Agreement" dated on or about January 2014 as varied on 30 August 2021 between the Target and Aurizon Port Services Pty Ltd ACN 103 570 181 (formerly Conports Pty Ltd).

"SIJL" means the Security Interests (Jersey) Law 2012.

"SIR" means the security interest register maintained under Part 8 of the SIJL.

"Silver Purchase Agreement" means the agreement to be dated before Financial Close entitled "silver purchase agreement" between the Company as seller, the Borrower, the Stream Purchaser as purchaser and which will, following completion of a section 260B whitewash procedure under the Corporations Act, be acceded to by the Target in Agreed Form.

"Silver Streaming Facility" means the financial accommodation made available to the Company under the Silver Purchase Agreement.

"Silver Streaming Facility Security Documents" means the “Stream Security Documents” as defined in the Silver Purchase Agreement in each case in Agreed Form.

"Silver Stream Obligations" means all indebtedness, liabilities and other obligations, present or future, direct or indirect, absolute or contingent, matured or unmatured, at any time or from time to time due or accruing due and owing by or otherwise payable or to be performed by any Obligor to the Stream Purchaser under, in connection with or pursuant to the Silver Stream Documents.

"Silver Stream Security Trust Deed" means the deed entitled "Security Trust Deed (Silver Stream)" to be dated before Financial Close and made between, among others, the Company and the security trustee named in that deed in Agreed Form.

"Silver Streaming Intercompany Loan Agreement" means the intercompany loan between the Company and the Borrower to be dated before Financial Close under which the proceeds of the upfront deposit to be paid by the Stream Purchaser under the Silver Purchase Agreement are on-lent to the Borrower in Agreed Form.

"Social Laws" means any applicable law or regulation which relates to:

"Specified Time" means a day or time determined in accordance with Schedule 10 (Timetables).

"Sponsor Affiliate" means the Company and each of its affiliates and related funds, trusts, partnerships and controlled entities.

"Sponsor Affiliate Payment" means any payment to a Sponsor Affiliate in respect of any management or other fees.

"Stream Purchaser" means Osisko Bermuda Limited, an exempted company existing under the laws of Bermuda, and its permitted successors and assigns.

"Subsidiary" has the meaning given in the Corporations Act, but as if body corporate includes any entity, and, in respect of any entity incorporated or established in Jersey, a subsidiary within the meaning of articles 2 and 2A of the Companies (Jersey) Law 1991. It also includes an entity required by current accounting practice to be included in the consolidated annual financial statements of that entity or would be required if that entity were a corporation.

"Sustaining Capital Expenditure" means Capital Expenditure contemplated in the Annual Operating Budget which is incurred by the Borrower Group in order to maintain or sustain the production capacity of the Project.

"Target" means Cobar Management Pty. Limited (ACN 083 171 546), a company existing under the laws of New South Wales, and its successors and permitted assigns in accordance with the Finance Documents.

"Target General Security Deed" means the general security deed (including mining mortgage) to be entered into between the Target and the Security Trustee.

"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of them).

"Tax Act" means the Income Tax Assessment Act 1936.

"Tax Consolidated Group" means a Consolidated Group or an MEC Group as defined in the Income Tax Assessment Act 1997.

"Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

"Tax Event" means the introduction of or any change in (or in the interpretation, administration or application of) any tax law or regulation made after the date of this Agreement with respect to the Obligors which results in an adverse tax consequence to an assumption for tax under the Base Case Financial Model, and the Base Case Financial Model, when updated for such assumption in accordance with clause 23.5 (Updates to Base Case Financial Model) does not show satisfaction of the Financial Covenants.

"Tax Funding Agreement" means a tax funding agreement between the members of a Tax Consolidated Group which includes:

"Tax Sharing Agreement" means any agreement that satisfies the requirements of section 721- 25 of the Tax Act for being a valid tax sharing agreement.

"Technical Assumptions" means, in relation to the Base Case Financial Model, forecast and actual Revenue, Operating Costs and technical operating assumptions relating to each Project and any other assumption that in the Agent's reasonable opinion is necessary to run the Base Case Financial Model (other than Economic Assumptions).

"Tenements" means:

"Term" means each period determined under this Agreement for which the Issuing Person is under a liability under a Letter of Credit.

"Termination Date" means, in relation to each Facility, the date falling three years after Financial Close.

"Total Commitments" means the aggregate of the Total Facility A Commitments and the Total Facility B Commitments and the Total Facility C Commitments.

"Total Facility A Commitments" means the aggregate of the Facility A Commitments, being US$205,000,000 at the date of this Agreement.

"Total Facility B Commitments" means the aggregate of the Facility B Commitments, being US$25,000,000 at the date of this Agreement.

"Total Facility C Commitments" means the aggregate of the Facility C Commitments, being A$40,000,000 at the date of this Agreement.

"Total Net Debt" means, in relation to the Borrower Group, at the end of any Relevant Period, the sum of the following items (as stated on the Borrower's financial statements):

"Total Net Debt to EBITDA" means, for any Relevant Period, the ratio of:

"Transaction Documents" means the Finance Documents, the Junior Debt Documents and the Material Contracts.

"Transaction Security" means the Security created or expressed to be created in favour of, or held for the benefit of, the Security Trustee under the Transaction Security Documents.

"Transaction Security Documents" means any documents:

"Transfer Certificate" means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Company.

"Transfer Date" means, in relation to an assignment or a transfer, the later of:

"Transitional Services Agreement" means the document contemplated in the Sale and Purchase Agreement to be titled "Transitional Services Agreement" to be dated on or before Completion and to be entered into between the Company, the Target and an entity within the Glencore Group.

"Tripartite Deed" means each tripartite deed to be granted in respect of the following Key Material Contracts:

"Unpaid Sum" means any sum due and payable but unpaid by an Obligor under the Finance Documents.

"US" means the United States of America.

"Utilisation" means a utilisation of a Facility.

"Utilisation Date" means the date of a Utilisation, being the date on which the relevant Loan is to be made or the relevant Letter of Credit is to be issued.

"Utilisation Request" means a notice substantially in the form set out in Part I or Part II (as applicable) of Schedule 3 (Requests).

"Ventilation Construction Agreement" means the document titled "Construction Agreement (Cooling Turnkey Solution)" dated 1 September 2021 between the Target and Gordon Brothers Industries (Pty) Ltd ACN 160 126 456.

"Water Licence Mortgages" means each mortgage granted or to be granted by the Target or another Obligor in favour of the Security Trustee in respect of the Target's interest in the Water Licences.

"Water Licences" means each water access licence listed in Part III of Schedule 17 (Real Property) and any additional or replacement licence, permit or authorisation in respect of water used or to be used in connection with the Project.

and the amount by which a Letter of Credit is repaid or prepaid under paragraphs (i), (ii), (iii) and (vi) above is the amount of the relevant cash cover, payment, reimbursement, reduction or cancellation. When the Borrower is obliged to repay or prepay a Letter of Credit under this Agreement, it must:

except to the extent that the amount of the Letter of Credit has been repaid or prepaid by another means.

"US$", "USD" and "US dollars" denote the lawful currency of the United States of America, "A$", "AUD" and "Australian dollars" denote the lawful currency of Australia.

Any limitation of liability conforming to the requirements of Schedule 4 (Form of Transfer Certificate) contained in a Transfer Certificate or in an Assignment Agreement signed by a Lender which is a trustee of a fund will apply in respect of that Lender as if incorporated in this Agreement.

Where a provision of a Finance Document imposes, or purports to impose, an obligation on, or otherwise relates to, the Target before it becomes a party to the Finance Document, the provision will be read as imposing an obligation on the Borrower to procure that the Target complies with that obligation, or (to the extent possible) as relating to the Target as if it were a party to the Finance Document as an Obligor.

The Lenders carry on jointly the activity of supplying services to the Borrower. Those services consist of making available the Facilities in accordance with the terms of the Finance Documents (the "Services"). The Borrower acknowledges that:

SECTION 2
THE FACILITIES

Subject to this Agreement, the Lenders make available to the Borrower:

No Finance Party is bound to monitor or verify the application of any amount borrowed under this Agreement.

The Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

The continuing obligation of the Lenders to make available or maintain any accommodation under the Facilities is subject to the following:

During the Certain Funds Period each Lender agrees that it will:

unless at the time of the Utilisation Request or on the proposed Utilisation Date for the utilisation:

SECTION 3
UTILISATION

The Borrower may utilise Facility A or B by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

(ii)           US$1,000,000 for Facility B or, if less, the Available Facility.

The Borrower may request a Letter of Credit to be issued by delivery to the Issuing Person of a duly completed Utilisation Request not later than the Specified Time.

Each Utilisation Request for a Letter of Credit is irrevocable and will not be regarded as having been duly completed unless:

The Issuing Person shall, upon request, provide to the Agent details of all Letters of Credit issued under this Agreement including details of the initial face value of each Letter of Credit, the Term, the Expiry Date and the beneficiary under that Letter of Credit.

If the amount of any Letter of Credit is wholly or partially reduced or it is repaid or prepaid or it expires before its Expiry Date, the Issuing Person and the Borrower shall promptly notify the Agent of the details upon becoming aware of them.

A Letter of Credit may be issued with or without an Expiry Date. If a Letter of Credit does not have an Expiry Date, or the Expiry Date of the Letter of Credit is after the Termination Date applicable to Facility C, the Borrower shall repay or prepay the Letter of Credit on the Termination Date applicable to Facility C.

No Obligor will be entitled to any right of contribution or indemnity from any Finance Party in respect of any payment it may make under this Clause 7.

The Issuing Person may cancel a Letter of Credit at any time by paying to the beneficiary of the relevant Letter of Credit the outstanding amount of the Letter of Credit or any lesser amount specified by the beneficiary.

SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION