Metals Acquisition Limited (NYSE:MTAL; ASX:MAC)
Highlights
- MAC launches institutional Placement of approximately 7.8
million New CDIs at an issue price of A$18.00 per New CDI to raise
~A$140.0 million (~US$96.2 million1) (before costs)
- Offer Price of A$18.00 per New CDI, which represents a 13.0%
discount to both the last closing price of CDIs on the ASX and the
5-day VWAP of CDIs on the ASX
- Placement proceeds will be used to optimise MAC’s balance sheet
and de-lever by retiring its existing US$145 million Mezzanine Debt
Facility at the earliest practicable date while also providing
additional flexibility to pursue strategic inorganic growth
opportunities
- Upon settlement of the Placement, MAC will be well capitalised
with a pro-forma 30 September 2024 cash balance of ~US$177 million1
(before costs) (in addition to a US$25 million revolving credit
facility which remains undrawn) and pro-forma net debt of ~US$134
million2 (before costs)
- Operations continue to perform strongly at the CSA Copper Mine
(“CSA”) with Q3 2024 copper production of 10,159 tonnes at
an average grade of 4% copper and C1 cash costs expected to be in
the range of US$1.90-2.002 per pound. The Company remains on track
to deliver at the mid-point of the full-year 2024 copper production
guidance of between 38,000-43,000 tonnes
Commentary
Metals Acquisition Limited (“MAC” or the
“Company”) is pleased to announce the launch of an
institutional placement of approximately 7.8 million new Chess
Depositary Interests (“New CDIs”) to raise ~A$140.0 million
(~US$96.2 million1) (before costs) (the “Placement”). The
New CDIs are to be issued under the Placement at an offer price of
A$18.00 per New CDI (“Offer Price”).
Proceeds of the Placement, together with existing cash, enable
MAC to better optimise its balance sheet and de-lever following the
acquisition of CSA from Glencore plc in mid-2023, while also
providing additional flexibility to pursue strategic inorganic
growth opportunities.
Commenting on the Placement, MAC CEO, Mick McMullen, said:
“Following the acquisition of CSA in mid-2023
and listing on the ASX in early 2024, MAC has placed greater focus
on optimising its balance sheet and determining an appropriate
capital structure more reflective of the strong asset quality and
the markedly improved credit proposition that MAC today represents
compared to mid-2023.
Feedback from investors has been strong that
moving to a more typical long-term capital structure is desired.
While work around MAC’s long-term capital structure remains
ongoing, it is clear that the existing Mezzanine Debt Facility will
not form part of this. As such, MAC has determined that it is in
the best interests of shareholders to retire this facility at the
earliest possible date and further de-lever, building on the
significant progress that MAC has already made to date reducing its
net debt position from US$455 million following the acquisition of
CSA to ~US$134 million upon completion of the Placement.
Importantly, by raising equity today, MAC has full flexibility to
do so once the opportunity permits, while also preserving its
balance sheet strength and ensuring it can pursue any strategic
inorganic growth opportunities that may present.
Today’s Placement is testament to the
high-quality nature of CSA and the significant work that has been
undertaken by management to deliver on a range of operational
improvements over the past year. Q3 2024 delivered another strong
operational result for the Company with copper production of 10,159
tonnes at an average grade of 4% copper and C1 cash costs expected
to be in the range of US$1.90-2.002 per pound. We remain on track
to deliver around the mid-point of our full-year 2024 copper
production guidance of between 38,000-43,000 tonnes and will
provide a more fulsome update on the status of operations as part
of our quarterly report later this month.
On behalf of the MAC Board and management, I
wish a warm welcome to our new shareholders that participated in
the Placement and thank all of our existing shareholders for their
continued support as we move MAC to the long-term capital structure
that they have indicated they would like to see.”
Operational Update
MAC is pleased to confirm that operations continue to perform
strongly at CSA and the Company remains on track to deliver at the
mid-point of the full-year 2024 copper production guidance of
between 38,000-43,000 tonnes.
In the September quarter, MAC achieved copper production of
10,159 tonnes with C1 cash costs expected to be in the range of
US$1.90-2.002 per pound. Capital development metres also
accelerated in the quarter, increasing by 64% on Q2 2024 to 736
metres.
Further details of MAC’s production and operational results for
the September quarter will be released in MAC’s quarterly report
which is expected to be released later this month.
Use of Proceeds and Rationale
MAC entered into a Mezzanine Debt Facility on 10 March 2023 and
subsequently fully drew down on the facility on 15 June 2023 to
help fund, in part, the acquisition of CSA. Under the terms of the
facility and subject to obtaining requisite consents from other
secured lenders, full prepayment of the facility may be initiated
by MAC after the second anniversary date from draw down. As such,
the earliest date that MAC may elect to repay the facility,
provided all necessary third-party consents are obtained, is 16
June 2025, unless the Mezzanine Debt provider consents to allow MAC
to do so earlier.
MAC is focused on continuing to optimise its balance sheet and
de-levering following the acquisition of CSA in mid-2023 and
believes that this Placement will enable MAC to put in place a more
typical balance sheet commensurate with the asset quality and
maturity of the business. Provided that necessary consents are
obtained, the proceeds of the Placement and MAC’s existing cash on
hand will allow MAC to retire the Mezzanine Debt Facility at the
earliest possible date.
The proceeds of the Placement also enhance MAC’s balance sheet
strength and provide additional financial flexibility to pursue
strategic inorganic growth opportunities.
Placement Details
The Company will issue approximately 7.8 million New CDIs under
the Placement at an Offer Price of A$18.00 per New CDI, which
represents a:
- 13.0% discount to the last closing price of A$20.70 per CDI on
the ASX on Tuesday, 8 October 2024; and
- 13.0% discount to the 5-day volume weighted average price of
A$20.70 per CDI traded on the ASX up to and including Tuesday, 8
October 2024.
The Placement will take place in a single tranche pursuant to
the Company’s available placement capacity under ASX Listing Rule
7.1.
Settlement of New CDIs is expected to occur on Monday, 14
October 2024, with allotment to occur shortly thereafter on
Tuesday, 15 October 2024.
Barrenjoey Markets Pty Limited is acting as Sole Lead Manager
and Bookrunner to the Placement. Sternship Advisers Pty Ltd is
acting as Co-Manager to the Placement. Gilbert + Tobin is acting as
Legal Adviser to the Company.
New CDIs issued under the Placement will rank equally with the
Company’s existing CDIs on issue.
Indicative Timetable*
Event
Date
ASX trading halt and launch of Offer
Wednesday, 9 October 2024
ASX trading halt lifted and announcement
of completion of Placement
Thursday, 10 October 2024
Settlement of New CDIs under the
Placement
Monday, 14 October 2024
Allotment, quotation and trading of New
CDIs under the Placement
Tuesday, 15 October 2024
*The above timetable is indicative only and subject to change.
MAC reserves the right to amend these dates at its absolute
discretion, subject to the Corporations Act (2001) (Cth), the ASX
Listing Rules and other applicable laws. The quotation of New CDIs
is subject to confirmation from the ASX.
Additional Information
Additional information in relation to the Placement, and the
Company can be found in the ASX announcements and Investor
Presentation released to the ASX simultaneously with this
announcement, which contain important information, including a
breakdown of sources and uses of funds, the key risks and foreign
selling restrictions with respect to the Placement.
An Appendix 3B for the proposed issue of New CDIs will follow
this announcement. Further details of the fees payable to the Lead
Manager are set out in the Appendix 3B.
Nothing contained in this announcement constitutes investment,
legal, tax or other advice. Investors should seek appropriate
professional advice before making any investment decision.
This announcement is authorised for release by the Board of
Directors.
About Metals Acquisition Limited
Metals Acquisition Limited (NYSE: MTAL; ASX:MAC) is a company
focused on operating and acquiring metals and mining businesses in
high quality, stable jurisdictions that are critical in the
electrification and decarbonization of the global economy.
Not an offer in the United States
This announcement does not constitute an offer to sell, or the
solicitation of an offer to buy, any securities in the United
States or any other jurisdiction in which such an offer would be
unlawful. Any securities described in this announcement have not
been, and will not be, registered under the US Securities Act of
1933, as amended (U.S. Securities Act), or the securities
laws of any state or other jurisdiction of the United States. No
securities described in this announcement may be offered or sold in
the United States or to, or for the account or benefit of, any U.S.
Person (as defined in Regulation S under the U.S. Securities Act)
unless they have been registered under the U.S. Securities Act or
are offered and sold in a transaction exempt from, or not subject
to, the registration requirements of the U.S. Securities Act and
any other applicable U.S. state securities laws.
Forward Looking Statements
This press release includes “forward-looking statements.” MAC’s
actual results may differ from expectations, estimates, and
projections and, consequently, you should not rely on these
forward-looking statements as predictions of future events. Words
such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,”
“believes,” “predicts,” “potential,” “continue,” and similar
expressions (or the negative versions of such words or expressions)
are intended to identify such forward- looking statements. These
forward-looking statements include, without limitation, MAC’s
expectations with respect to future performance of the CSA Mine and
anticipated financial impacts and other effects of the proposed
business combination, the satisfaction of the closing conditions to
the proposed transaction and the timing of the completion of the
proposed transaction. These forward-looking statements involve
significant risks and uncertainties that could cause the actual
results to differ materially from those discussed in the
forward-looking statements. Most of these factors are outside MAC’s
control and are difficult to predict. Factors that may cause such
differences include, but are not limited to: the ability to
recognize the anticipated benefits of the business combination,
which may be affected by, among other things; the supply and demand
for copper; the future price of copper; the timing and amount of
estimated future production, costs of production, capital
expenditures and requirements for additional capital; cash flow
provided by operating activities; unanticipated reclamation
expenses; claims and limitations on insurance coverage; the
uncertainty in mineral resource estimates; the uncertainty in
geological, metallurgical and geotechnical studies and opinions;
infrastructure risks; and dependence on key management personnel
and executive officers; and other risks and uncertainties indicated
from time to time in the definitive proxy statement/prospectus
relating to the business combination that MAC filed with the SEC,
including those under “Risk Factors” therein, and in MAC’s other
filings with the SEC. MAC cautions that the foregoing list of
factors is not exclusive. MAC cautions readers not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. MAC does not undertake or accept any obligation
or undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in its
expectations or any change in events, conditions, or circumstances
on which any such statement is based.
More information on potential factors that could affect MAC’s or
CSA Mine’s financial results is included from time to time in MAC’s
public reports filed with the SEC. If any of these risks
materialize or MAC’s assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. There may be additional risks that MAC
does not presently know, or that MAC currently believes are
immaterial, that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect MAC’s expectations, plans or
forecasts of future events and views as of the date of this
communication. MAC anticipates that subsequent events and
developments will cause its assessments to change. However, while
MAC may elect to update these forward-looking statements at some
point in the future, MAC specifically disclaims any obligation to
do so, except as required by law. These forward- looking statements
should not be relied upon as representing MAC’s assessment as of
any date subsequent to the date of this communication. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
1 Placement proceeds converted into US$ based on an A$:US$
exchange rate of 0.6869, which represents the average exchange rate
for the week from 30 September 2024 to 4 October 2024
(inclusive).
2 Unaudited.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241008291816/en/
Mick McMullen Chief Executive Officer & Director Metals
Acquisition Limited investors@metalsacqcorp.com
Morne Engelbrecht Chief Financial Officer Metals Acquisition
Limited
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