Exhibit
4.1


 


	NUMBER	UNITS
	U-	 


 


SEE
REVERSE FOR CERTAIN DEFINITIONS 


CUSIP
G60405 118


METALS
ACQUISITION CORP


 


UNITS
CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE 

REDEEMABLE WARRANT,





EACH
WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE


 


THIS
CERTIFIES THAT                 is the owner of                  Units of Metals Acquisition Corp, a Cayman Islands exempted company (the “Company”),
transferrable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly
endorsed.


 


Each
Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordinary
Share”), of the Company and one-third of one redeemable warrant (each whole warrant, a “Warrant”).
Each whole Warrant entitles the holder to purchase one Ordinary Share (subject to adjustment) for $11.50 per share (subject to
adjustment). Each Warrant will become exercisable thirty (30) days after the Company’s completion of a merger, share exchange,
asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (each a “Business
Combination”) and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5)
years after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation
(the “Expiration Date”). The Ordinary Shares and Warrants comprising the Units represented by this certificate
are not transferable separately prior to                  , 2021, unless Citigroup Global Markets Inc. elects to allow separate trading earlier,
subject to the Company’s filing of a Current Report on Form 8-K with the Securities and Exchange Commission containing an
audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Company’s initial public offering
and issuing a press release announcing when separate trading will begin. No fractional Warrants will be issued upon separation
of the Units. The terms of the Warrants are governed by a Warrant Agreement, dated as of                  , 2021 (the “Warrant Agreement”),
between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions
contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of
the Warrant Agreement are on file at the office of the Warrant Agent at 1 State Street, 30th Floor, New York, New York 10004,
and are available to any Warrant holder on written request and without cost.


 


This
certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar of the Company.


 


This
certificate shall be governed by and construed in accordance with the internal laws of the State of New York.


 


Witness
the facsimile signature of a duly authorized signatory of the Company.


 


	 	 
	 	Authorized
        Signatory

         



	 	 
	 	Transfer
    Agent






    


     


    


Metals
Acquisition Corp


 


The
Company will furnish without charge to each unitholder who so requests, a statement of the powers, designations, preferences and
relative, participating, optional or other special rights of each class of equity or series thereof of the Company and the qualifications,
limitations, or restrictions of such preferences and/or rights.


 


The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


 


	TEN
    COM	—	as
    tenants in common	 	UNIF
    GIFT MIN

 ACT	—	__________
    Custodian __________
	 	 	 	 	 	 	(Cust)                               (Minor)
	TEN
    ENT	—	as
    tenants by the entireties	 	 	 	 
	 	 	 	 	 	 	Under
    Uniform Gifts to Minors Act
	JT
    TEN	—	as
    joint tenants with right 

of survivorship and not as

 tenants in common	 	 	 	______________________________

        

        (State)

         



 


Additional
abbreviations may also be used though not in the above list.


 


	For
    value received,	 	hereby
    sell, assign and transfer unto	 




 


(PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)


 


(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


 


Units
represented by the within certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said Units on
the books of the within named Company with full power of substitution in the premises.


 


Dated



 


	 	 	 
	 	Notice:
    	The
    signature to this assignment must correspond with the name as written upon the face of the certificate in every particular,
    without alteration or enlargement or any change whatever.


	Signature(s)
        Guaranteed:

         
	 
	 	 
	 	 
	THE
    SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
    CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER
    THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).	 





 





As
more fully described in, and subject to the terms and conditions described in, the Company’s final prospectus for its initial
public offering dated the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held
in the trust account established in connection with the Company’s initial public offering in the event that (i) the Company
redeems the Ordinary Shares sold in its initial public offering and liquidates because it does not consummate an initial Business
Combination within the time period set forth in the Company’s Amended and Restated Memorandum and Articles of Association,
as the same may be amended from time to time, or (ii) if the holder(s) properly redeem for cash his, her or its respective Ordinary
Shares included in the Units represented by this certificate in connection with (x) a tender offer (or proxy solicitation, solely
in the event the Company seeks shareholder approval of the proposed initial Business Combination) setting forth the details of
a proposed initial Business Combination or (y) a shareholder vote to amend the Company’s Amended and Restated Memorandum
and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection
with our initial business combination or to redeem 100% of the Ordinary Shares if it does not consummate an initial Business Combination
within the time set forth in the Company’s Amended and Restated Memorandum and Articles of Association or (B) with respect
to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, as the same
may be amended from time to time. In no other circumstances shall the holder(s) have any right or interest of any kind in or to
the trust account.