Exhibit 10.2


 


EXECUTION VERSION


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of July 28, 2021 by and between Metals Acquisition Corp,
a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New
York corporation (the “Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-257854 (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering (the “Offering”) of the Company’s units (the “Units”),
each of which consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and
one-third of one redeemable warrant, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;
and


 


WHEREAS, the Company has entered
into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets, Inc. as underwriter
(the “Underwriter”) named therein; and


 


WHEREAS, as described in the
Prospectus, $250,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (or $287,500,000 if the Underwriter’s
over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located
at all times in the United States (the “Trust Account”) for the benefit of the Company and the holders of the
Ordinary Shares included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any
interest subsequently earned thereon) is referred to herein as the “Property,” the shareholders for whose
benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,” and the Public
Shareholders and the Company will be referred to together as the “Beneficiaries”);


 


WHEREAS, pursuant to the Underwriting
Agreement, a portion of the Property equal to $13,750,000, or $15,812,500 if the Underwriter’s over-allotment option is exercised
in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriter upon
and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


WHEREAS, the Company and the
Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1. Agreements and Covenants
of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold the Property in trust
for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States
at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) and at
a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 









     


     


    

 


EXECUTION VERSION


 


(b) Manage, supervise and administer
the Trust Account subject to the terms and conditions set forth herein;


 


(c) In a timely manner, upon
the written instruction of the Company, invest and reinvest the Property solely in United States government securities within the meaning
of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds
meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940,
as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company; it
being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions
hereunder and the Trustee may earn bank credits or other consideration;


 


(d) Collect and receive, when
due, all interest or other income arising from the Property, which shall become part of the “Property,” as such term is used
herein;


 


(e) Promptly notify the Company
and the Underwriter of all communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply any necessary information
or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax
returns relating to assets held in the Trust Account;


 


(g) Participate in any plan
or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to
do so;


 


(h) Render to the Company monthly
written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i) Commence liquidation of
the Trust Account only after and promptly after (x) receipt of, and only in accordance with the terms of, a letter from the Company (“Termination
Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable,
signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President,
Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of
the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Underwriter, and complete the liquidation of the
Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less
taxes payable and up to $100,000 of interest income to pay dissolution expenses), only as directed in the Termination Letter and the other
documents referred to therein, or (y) upon the date which is the later of (1) 24 months after the closing of the Offering and (2) such
later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum
and articles of association if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account
shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property
in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest
income to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date;


 






     


     


    

 


EXECUTION VERSION


 


(j) Upon written request from
the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax
Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest earned
on the Property requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest
or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other
method of prompt payment, and the Company shall forward such payment to the relevant taxing authority so long as there is no reduction
in the principal amount per share initially deposited in the Trust Account; provided, however, that to the extent there
is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account
as shall be designated by the Company in writing to make such distribution (it being acknowledged and agreed that any such amount in excess
of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced
above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to
look beyond said request;


 


(k) Upon written request from
the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder
Redemption Withdrawal Instruction”), the Trustee shall distribute to the Public Shareholders on behalf of the Company the
amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a
shareholder vote to approve an amendment to 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 included in the Units sold in the Offering (the “public shares”) if the Company
has not consummated an initial Business Combination within such time as is described 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. The written request of the Company referenced above shall constitute presumptive evidence that the Company
is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and


 


(l) Not make any withdrawals
or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 


2. Agreements and Covenants
of the Company. The Company hereby agrees and covenants to:


 


(a) Give all instructions to
the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer,
President, Executive Vice President, Vice President or Secretary. In addition, except with respect to its duties under Sections 1(i),
1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic
advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above
to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


 






     


     


    

 


EXECUTION VERSION


 


(b) Subject to Section 4
hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and
disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action,
suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way
arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property,
except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt
by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends
to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to
as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such
Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel,
which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written
consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own
counsel;


 


(c) Pay the Trustee the fees
set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee
which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be
used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(j) hereof. The
Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering.
The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule
A and as may be provided in Section 2(b) hereof;


 


(d) In connection with any vote
of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee
an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding
such Business Combination;


 


(e) Provide the Underwriter
with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal
from the Trust Account promptly after it issues the same;


 


(f) Unless otherwise agreed
between the Company and the Underwriter, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with
a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount, which shall be no less than $13,750,000,
is paid directly to the account or accounts directed by the Underwriter prior to any transfer of the funds held in the Trust Account to
the Company or any other person;


 


(g) Instruct the Trustee to
make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions
that are not permitted under this Agreement; and


 






     


     


    

 


EXECUTION VERSION


 


(h) Within four (4) business
days after the Underwriter exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires,
provide the Trustee with a notice in writing of the total amount of the Deferred Discount.


 


3. Limitations of Liability.
The Trustee shall have no responsibility or liability to:


 


(a) Imply obligations, perform
duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly
set forth herein;


 


(b) Take any action with respect
to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except
for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute any proceeding
for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect
to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the
Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Refund any depreciation
in principal of any Property;


 


(e) Assume that the authority
of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties hereto
or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the
Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by
the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as
to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information
therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by
the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission
of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper
party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g) Verify the accuracy of the
information contained in the Registration Statement;


 


(h) Provide any assurance that
any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;


 






     


     


    

 


EXECUTION VERSION


 


(i) File information returns
with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company
documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare, execute and file
tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust
Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax obligations,
except pursuant to Section 1(j) hereof; or


 


(k) Verify calculations, qualify
or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k)
hereof.


 


4. Trust Account Waiver.
The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any
monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now
or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under
Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside
the Trust Account and not against the Property or any monies in the Trust Account.


 


5. Termination. This
Agreement shall terminate as follows:


 


(a) If the Trustee gives written
notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor
trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the
Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee shall
transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports
and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in the event
that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the
Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United States District
Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b) At such time that the Trustee
has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof
and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect
to Section 2(b).


 


6. Miscellaneous.


 


(a) The Company and the
Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from
the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security
procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds
transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and
all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability
arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss,
liability or expense resulting from any error in the information or transmission of the funds.


 






     


     


    

 


EXECUTION VERSION


 


(b) This Agreement shall be
governed by and construed and enforced in accordance with the laws of the State of New York. This Agreement may be executed in several
original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 


(c) This Agreement contains
the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Section 1(i),
1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative vote of holders of
sixty-five percent (65%) of the votes cast of the then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per
share, of the Company, voting together as a single class; provided that no such amendment will affect any Public Shareholder who
has properly elected to redeem his or her Ordinary Shares in connection with a shareholder vote to amend this Agreement (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 its Ordinary Shares if the Company does not complete its initial Business Combination within the time frame specified 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), this Agreement or any provision hereof may only be changed,
amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.


 


(d) The parties hereto consent
to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving
any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT
TO TRIAL BY JURY.


 


(e) Any notice, consent or request
to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail
or similar private courier service, by certified mail (return receipt requested), by hand delivery or by electronic mail:


 


	 	if to the Trustee, to:
	 	Continental Stock Transfer & Trust Company
	 	
    1 State Street, 30th Floor

    New York, NY 10004

    Attn: Francis E. Wolf, Jr. & Celeste Gonzalez

    Email: fwolf@continentalstock.com

    cgonzalez@continentalstock.com

	 	 







     


     


    

 


EXECUTION VERSION


 


	 	if to the Company, to:
	 	
    Metals Acquisition Corp

    425 Houston Street, Suite 400

    Fort Worth, TX 76102

	 	
    Attn: Ashley Zumwalt-Forbes

    Email: ashley.zumwalt@blackmtn.com

     

	 	in each case, with copies to:
	 	Paul Hastings LLP
	 	200 Park Avenue
	 	New York, NY 10166
	 	Attn: Frank Lopez, Esq.
	 	Email: franklopez@paulhastings.com
	 	and
	 	
    Citigroup Global Markets Inc.

    388 Greenwich Street

    New York, NY 10013

     

	 	with a copy to:
	 	
    David Polk & Wardwell LLP

    450 Lexington Avenue

    New York, NY 10017

    Attn: Derek J. Dostal

    Email: derek.dostal@davispolk.com

     



(f) Each of the Company and
the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed
against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.


 


(g) This Agreement is the joint
product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement
of such parties and shall not be construed for or against any party hereto.


 


(h) This Agreement may be executed
in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one
and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid
and sufficient delivery thereof.


 


(i) Each of the Company and
the Trustee hereby acknowledges and agrees that the Underwriter is a third-party beneficiary of this Agreement.


 






     


     


    

 


EXECUTION VERSION


 


(j) Except as specified herein,
no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 






     


     


    

 


EXECUTION VERSION


 


IN WITNESS WHEREOF,
the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 
	 	By:	/s/ Francis Wolf
	 	 	Name: Francis Wolf
	 	 	Title: Vice President
	 	 	 
	 	 
	 	metals ACQUISITION CORP
	 	 
	 	By:	/s/ Michael James McMullen
	 	 	Name: Michael James McMullen
	 	 	Title: Chief Executive Officer


 


[Signature Page to Investment Management Trust
Agreement]


 






     


     


    

 


EXECUTION VERSION


 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	$	3,500.00	 
	Trustee administration fee	 	Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Section 1	 	Billed to Company following disbursement made to Company under Section 1	 	$	250.00	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates	 



 


 






     


     


    

 


EXECUTION VERSION


 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


 


1 State Street, 30th Floor


 


New York, New York 10004


 


Attn: [Francis Wolf & Celeste Gonzalez]


 


	 	Re:	Trust Account - Termination Letter


Dear [Mr. Wolf and Ms. Gonzalez]:


 


Pursuant to Section 1(i)
of the Investment Management Trust Agreement between Metals Acquisition Corp (the “Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2021 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement with ___________ (the “Target Business”)
to consummate a business combination with Target Business (the “Business Combination”) on or about [insert
date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter period as you may
agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but
not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds
to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held
in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation
Date (including as directed to it by the Underwriter (with respect to the Deferred Discount)).


 


On the Consummation Date
(i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be
consummated concurrently with your transfer of funds to the accounts as directed by the Company (the
 “Notification”), and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive
Officer, Chief Financial Officer, Co-Executive Chairman or Vice Chairman, which verifies that the Business Combination has been
approved by a vote of the Company’s shareholders, if a vote is held and (b) a joint written instruction signed by the Company
and the Underwriter with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public
shareholders who have properly exercised their redemption rights and payment of the Deferred Discount directly to the account or
accounts directed by the Underwriter from the Trust Account (the “Instruction Letter”). You are hereby
directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the
Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust
Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the
Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date
to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related
to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 






     


     


    

 


EXECUTION VERSION


 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the
funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately
following the Consummation Date as set forth in such notice as soon thereafter as possible.


 


	 	Very truly yours,
	 	 
	 	Metals Acquisition Corp
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





	Agreed and acknowledged by:	 
	 	 
	Citigroup Global Markets, Inc.	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 






     


     


    




 


EXECUTION VERSION


 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: [Francis Wolf & Celeste Gonzalez]


 


	 	Re:	Trust Account - Termination Letter


Dear [Mr. Wolf and Ms. Gonzalez]:


 


Pursuant to Section 1(i)
of the Investment Management Trust Agreement between Metals Acquisition Corp (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business
Combination”) within the time frame specified in the Company’s Amended and Restated Memorandum and Articles of Association,
as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds
into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has
selected __________1 as the effective date
for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree
to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s
Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Memorandum and Articles of Association
of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to
liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided
in Section 1(i) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	Metals Acquisition Corp
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	
    cc: Citigroup Global Markets, Inc.

    
	 
	 	 



 


 






1 24 months from the closing of the
Offering, or at a later date, if extended


 






     


     


    

 


EXECUTION VERSION


 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: [Francis Wolf & Celeste Gonzalez]


 


	 	Re:	Trust Account -Tax Payment Withdrawal Instruction


Dear [Mr. Wolf and Ms. Gonzalez]:


 


Pursuant to Section 1(j)
of the Investment Management Trust Agreement between Metals Acquisition Corp (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of ________, 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof.
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds
to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	Metals Acquisition Corp
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	cc: Citigroup Global Markets, Inc.	 


 






     


     


    

 


EXECUTION VERSION


 








EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: [Francis Wolf & Celeste Gonzalez]


 


	 	Re:	Trust Account - Shareholder Redemption Withdrawal Instruction


Dear [Mr. Wolf and Ms. Gonzalez:]


 


Pursuant to Section 1(k) of the Investment
Management Trust Agreement between Metals Acquisition Corp (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of _____, 2021 (the “Trust Agreement”), the
Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $____ of the principal and interest income
earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the
Public Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay its Public
Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to
approve an amendment to 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
its public Ordinary Shares if the Company has not consummated an initial Business Combination within such time as is described 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 such, you are hereby directed and authorized to transfer
(via wire transfer) such funds promptly upon your receipt of this letter.


 


	 	Very truly yours,
	 	 
	 	Metals Acquisition Corp
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	
    cc: Citigroup Global Markets, Inc.