Exhibit 10.1


 


EXECUTION VERSION


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS
PURCHASE AGREEMENT, dated as of July 28, 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.


 






     


     


    

 


EXECUTION VERSION


 


(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.


 






     


     


    

 


EXECUTION VERSION


 


(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).


 






     


     


    

 


EXECUTION VERSION


 


(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.


 






     


     


    

 


EXECUTION VERSION


 


(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.


 






     


     


    

 


EXECUTION VERSION


 


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 September 30, 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.


 






     


     


    

 


EXECUTION VERSION


 


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]


 






     


     


    

 


EXECUTION VERSION


 


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:	/s/ Michael James McMullen
	 	 	Name: Michael James McMullen
	 	 	Title: Chief Executive Officer
	 	 	 
	 	
    SPONSOR:

     

    GREEN MOUNTAIN METALS LLC

     






	 	By:	/s/ Ashley Elizabeth Zumwalt-Forbes
	 	 	Name: Ashley Elizabeth Zumwalt-Forbes
	 	 	Title: Member


 


[Signature Page to Private Placement Warrants
Purchase Agreement]