Exhibit 10.3


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT
WARRANTS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended, this “Agreement”),
is entered into by and between Metals Acquisition Corp, a Cayman Islands exempted company (the “Company”),
and Green Mountain Metals LLC, a Cayman Islands limited liability company (the “Sponsor”).


 


WHEREAS, the Company intends to consummate
an initial public offering of the Company’s units (the “Public Offering”), each unit consisting
of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and
one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price
of $11.50 per Ordinary Share. The Sponsor has agreed to purchase an aggregate of 5,333,333 private placement warrants (or 5,833,333
in the aggregate if the over-allotment option in connection with the Public Offering is exercised in full) (the “Private
Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one Class A Ordinary Share
pursuant to the Warrant Agreement (as defined below) at an exercise price of $11.50 per share.


 


NOW THEREFORE, in consideration
of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1. Authorization,
Purchase and Sale; Terms of the Private Placement Warrants.


 


A. Authorization
of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants
to the Sponsor.


 


B. Purchase and
Sale of the Private Placement Warrants.


 


(i) On the date of
the consummation of the Public Offering (the “Initial Closing Date”), the Company shall issue and sell
to the Sponsor, and the Sponsor shall purchase from the Company, an aggregate of 5,333,333 Private Placement Warrants at a price
of $1.50 per warrant for an aggregate purchase price of $8,000,000 (the “Purchase Price”), which shall
be paid by wire transfer of immediately available funds to the Company at least one business day prior to the Initial Closing Date
in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Sponsor of the
Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by
the Sponsor on such date duly registered in the Sponsor’s name to the Sponsor, or effect such delivery in book-entry form.


 


(ii) On the date of
the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and
date as may be mutually agreed by the Sponsor and the Company (each such date, an “Over-allotment Closing Date”,
and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing
Date”), the Company shall issue and sell to the Sponsor, and the Sponsor shall purchase from the Company, up to an
aggregate of 500,000 additional Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of up
to $750,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment
Purchase Price”). The Sponsor shall pay the Over-allotment Purchase Price by wire transfer of immediately available
funds to the Company at least one business day prior to the Over-Allotment Closing Date in accordance with the Company’s
wiring instructions. On the Over-allotment Closing Date, upon the payment by the Sponsor of the Over-allotment Purchase Price,
the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Sponsor on such
date duly registered in the Sponsor’s name to the Sponsor, or effect such delivery in book-entry form.




     


     


    


C. Terms of the
Private Placement Warrants.


 


(i) Each Private Placement
Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent in connection
with the Public Offering (a “Warrant Agreement”).


 


(ii) At the time of
the closing of the Public Offering, the Company and the Sponsor shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Sponsor relating to
the Private Placement Warrants and the Shares underlying the Private Placement Warrants.


 


Section 2. Representations
and Warranties of the Company. As a material inducement to the Sponsor to enter into this Agreement and purchase the Private
Placement Warrants, the Company hereby represents and warrants to the Sponsor (which representations and warranties shall survive
the Closing Date) that:


 


A. Incorporation
and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the
laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably
be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company
possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and
the Warrant Agreement.


 


B. Authorization;
No Breach.


 


(i) The execution,
delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the
Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms.
Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement
Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing
Date.


 


(ii) The execution
and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement
Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with,
the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result
in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien,
security interest, charge or encumbrance upon the Company’s equity or assets under, (d) result in a violation of, or (e)
require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court
or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles of Association of
the Company in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material
law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company
is subject, except for any filings required after the date hereof under federal or state securities laws.






     


     


    




C. Title to Securities.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in
the Company’s register of members, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly
issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant
Agreement, and upon registration in the Company’s register of members, the Sponsor will have good title to the Private Placement
Warrants and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances
of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions
under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Sponsor.


 


D. Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is
required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the
Company of any other transactions contemplated hereby.


 


E. Regulation D
Qualification. Neither the Company nor, to its knowledge, any of its affiliates, members, officers, directors or beneficial
shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule
506(d) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).


 


Section 3. Representations
and Warranties of the Sponsor. As a material inducement to the Company to enter into this Agreement and issue and sell the
Private Placement Warrants to the Sponsor, the Sponsor hereby represents and warrants to the Company (which representations and
warranties shall survive each Closing Date) that:


 


A. Organization
and Requisite Authority. The Sponsor possesses all requisite power and authority necessary to carry out the transactions contemplated
by this Agreement.


 


B. Authorization;
No Breach.


 


(i) This Agreement
constitutes a valid and binding obligation of the Sponsor, enforceable in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity or law).






     


     


    




(ii) The execution
and delivery by the Sponsor of this Agreement and the fulfillment of and compliance with the terms hereof by the Sponsor does not
and shall not as of each Closing Date conflict with or result in a breach by the Sponsor of the terms, conditions or provisions
of any agreement, instrument, order, judgment or decree to which the Sponsor is subject.


 


C. Investment Representations.


 


(i) The Sponsor is
acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise
(collectively, the “Securities”), for the Sponsor’s own account, for investment purposes only and
not with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii) The Sponsor is
an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Sponsor has not experienced
a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


(iii) The Sponsor understands
that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements
of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the
Sponsor’s compliance with, the representations and warranties of the Sponsor set forth herein in order to determine the availability
of such exemptions and the eligibility of the Sponsor to acquire such Securities.


 


(iv) The Sponsor did
not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule
502(c) under the Securities Act.


 


(v) The Sponsor has
been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the
offer and sale of the Securities which have been requested by the Sponsor. The Sponsor has been afforded the opportunity to ask
questions of the executive officers and directors of the Company. The Sponsor understands that its investment in the Securities
involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an
informed investment decision with respect to the acquisition of the Securities.


 


(vi) The Sponsor understands
that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation
or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Sponsor nor have such
authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii) The Sponsor understands
that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and
may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance
on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor
any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to
comply with the terms and conditions of any exemption thereunder. While the Sponsor understands that Rule 144 is not available
for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers
that have been at any time previously a shell company, the Sponsor understands that Rule 144 includes an exception to this prohibition
if the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell
company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange
Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer
was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the
time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell
company.






     


     


    




(viii) The Sponsor
has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments
in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an
investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated
hereunder for an indefinite period of time. The Sponsor has adequate means of providing for its current financial needs and contingencies
and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities.
The Sponsor can afford a complete loss of its investment in the Securities.


 


Section 4. Conditions
of the Sponsor’s Obligations. The obligations of the Sponsor to purchase and pay for the Private Placement Warrants are
subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as
of such Closing Date as though then made.


 


B. Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before such Closing Date.


 


C. No Injunction.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


D. Warrant Agreement.
The Company shall have entered into the Warrant Agreement with a warrant agent on terms satisfactory to the Sponsor.


 


Section 5. Conditions
of the Company’s Obligations. The obligations of the Company to the Sponsor under this Agreement are subject to the fulfillment,
on or before each Closing Date, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Sponsor contained in Section 3 shall be true and correct at and as
of such Closing Date as though then made.






     


     


    




B. Performance.
The Sponsor shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by the Sponsor on or before such Closing Date.


 


C. Corporate Consents.
The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this
Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


D. No Injunction.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


E. Warrant Agreement.
The Company shall have entered into the Warrant Agreement with a warrant agent on terms satisfactory to the Company.


 


Section 6. Termination.
This Agreement may be terminated at any time after [•], 2021 upon the election by either the Company or the Sponsor upon
written notice to the other party if the closing of the Public Offering does not occur prior to such date.


 


Section 7. Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive each Closing Date.


 


Section 8. Definitions.
Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement
on Form S-1 the Company plans to file with the U.S. Securities and Exchange Commission, under the Securities Act.


 


Section 9. Miscellaneous.


 


A. Successors and
Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so
expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement,
other than assignments by the Sponsor to affiliates thereof (including, without limitation one or more of its members).


 


B. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement. 



     


     


    




D. Descriptive Headings;
Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive
part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by
limitation.


 


E. Governing Law.
This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed
in accordance with the internal laws of the State of New York.


 


F. Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by
all parties hereto.


 


[Signature Page Follows] 




     


     


    

IN WITNESS WHEREOF,
the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	metals acquisition corp
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 
	 	 	 
	 	
        SPONSOR:

         

        GREEN MOUNTAIN METALS LLC 

	 	 


	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


[Signature Page to Private Placement
Warrants Purchase Agreement]